FORM 6-K
As filed with the Securities and Exchange Commission on September 4, 2007 Registration No. 333-132117
______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
HANSON PLC
(Exact name of Registrant as specified in its charter)
England and Wales Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Hanson PLC
1 Grosvenor Place
London SW1X 7JH
England, UK
(Address, including zip code, of registrant's principal executive offices)
______________
The Hanson Building Materials America Retirement Savings and Investment Plan
The 401(k) Retirement Plan of Hanson Building Materials America
______________
(Full title of the plans)
HBMA Holdings, Inc.
8505 Freeport Parkway
Suite 138
Irving, Texas 75063
Attention: Michael H. Hyer
(469) 417-1300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Graham Dransfield
Hanson PLC
1 Grosvenor Place
London SW1X 7JH
+44 (0) 207 259 4114
DEREGISTRATION OF SHARES
Pursuant to the Registration Statement on Form S-8, file no. 333-132117
(the "Registration Statement"), which was originally filed on March 1, 2006,
Hanson PLC, a public limited company under the laws of England and Wales
(the "Registrant") registered 3,500,000 ordinary shares of £0.10 each
(the "Ordinary Shares"), to be offered under the Hanson Building Materials
America Retirement Savings and Investment Plan or the 401(k) Retirement Plan
of Hanson Building Materials America (the "Plans).
On May 15, 2007, the Registrant and HeidelbergCement announced
that they had reached agreement on the terms of the acquisition of the
entire issued and to be issued share capital of the Registrant by
HeidelbergCement. The acquisition was implemented by way of a English court
approved procedure known as a scheme of arrangement (the "Scheme of
Arrangement"), which became effective on August 23, 2007. Under the terms of
the Scheme of Arrangement, the Ordinary Shares were cancelled and each
holder of Ordinary Shares of the Registrant became entitled to receive
1100 pence in cash for each Ordinary Share (or a loan note in certain cases).
As a result of the Scheme of Arrangement, the Registrant has terminated
all offerings of its Ordinary Shares under its existing registration
statements (including the Registration Statement).
In accordance with an undertaking made by the Registrant in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities that remain unsold at the
termination of the offering, the Registrant hereby amends the Registration
Statement to deregister all Ordinary Shares registered under the
Registration Statement that were not sold prior to the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London, England on September 4,
2007.
HANSON PLC
By: /s/ Graham Dransfield
Name: Graham Dransfield
Title: Legal Director
Attorney in Fact
Pursuant to the requirements of the Securities Act, the Registrant has
caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed by the following persons in the capacities indicated on
September 4, 2007.
By: ________*__________
Name: Alan J. Murray
Title: Director and Chief Executive
By: /s/ Pavi Binning
Name: Pavi Binning
Title: Director and Finance Director
By: /s/ Graham Dransfield
Name: Graham Dransfield
Title: Director and Legal Director
Authorized Representative in the United States:
By: _______*___________
Michael H. Hyer
*By: /s/ Graham Dransfield
Name: Graham Dransfield
Title: Attorney in Fact