Delaware
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1-31993
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25-1655321
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(State
or other jurisdictionof incorporation)
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(CommissionFile
Number)
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(IRS
Employer Identification Number)
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20810
Fernbush Lane
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Houston,
Texas 77073
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(Address
of principal executive offices)
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(281)
821-9091
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(Registrant’s
telephone number, including area
code)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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·
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The
completion of the acquisition by the Company of Road and Highway
Builders,
LLC and Road and Highway Builders Inc. (Items 1.01 and
2.01)
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·
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The
execution of an employment agreement with the chief executive officer
of
Road and Highway Builders, LLC. (Item
1.01)
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·
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The
closing of a $75 million credit agreement (Item 1.01 and 2.03) and
the
effective termination of a prior revolving credit agreement (Item
1.02).
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Exhibit
No.
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Description
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2.1*
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Purchase
Agreement by and among Richard H. Buenting, Fisher Sand & Gravel Co.,
Thomas Fisher and Sterling Construction Company, Inc. dated as of
October 31, 2007.
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2.2*
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Escrow
Agreement by and among Sterling Construction Company, Inc., Fisher
Sand
& Gravel Co., Richard H. Buenting and Comerica Bank as Escrow Agent,
dated as of October 31, 2007.
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10.1*
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Credit
Agreement by and among Sterling Construction Company, Inc., Texas
Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank
and
the other lenders from time to time party thereto, and Comerica Bank
as
administrative agent for the lenders, dated as of October 31,
2007.
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10.2*
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Security
Agreement by and among Sterling Construction Company, Inc., Texas
Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank
as
administrative agent for the lenders, dated as of October 31,
2007.
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10.3*
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Joinder
Agreement by Road and Highway Builders, LLC and Road and Highway
Builders
Inc, dated as of October 31,
2007.
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10.4#*
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Employment
Agreement between Richard H. Buenting and Road and Highway Builders,
LLC,
effective October 31, 2007.
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99.1
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Sterling
Construction Company, Inc. press release dated November 1, 2007 announcing
the acquisition of Road and Highway Builders, LLC and Road and Highway
Builders Inc., and the entry into a $75 million line of credit agreement
with Comerica Bank, as administrative agent for the lenders and as
initial
lender (previously filed as an exhibit to this Current Report on Form
8-K on November 1, 2007.)
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99.2*
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Audited
financial statements of Road and Highway Builders, LLC as of December
31,
2006 and 2005 and for the years then ended.
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99.3*
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Unaudited
condensed financial statements of Road and Highway Builders, LLC as
of September 30, 2007 and for the three-month and nine-month
periods ended September 30, 2007 and 2006.
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99.4*
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Unaudited
pro forma condensed combined balance sheet as of September 30, 2007
and
unaudited pro forma condensed combined statements of income for the
year
ended December 31, 2006 and the nine months ended September 30, 2007
of
Sterling Construction Company, Inc. and Road and Highway Builders,
LLC.
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Sterling
Construction Company, Inc.
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By: |
/s/
James H. Allen, Jr.
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James
H. Allen, Jr.
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Senior
Vice President & Chief Financial Officer
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Dated:
November 21, 2007
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Exhibit
No.
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Description
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Purchase
Agreement by and among Richard H. Buenting, Fisher Sand & Gravel Co.,
Thomas Fisher and Sterling Construction Company, Inc. dated as of
October 31, 2007.
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Escrow
Agreement by and among Sterling Construction Company, Inc., Fisher
Sand
& Gravel Co., Richard H. Buenting and Comerica Bank as Escrow Agent,
dated as of October 31, 2007.
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||
Credit
Agreement by and among Sterling Construction Company, Inc., Texas
Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank
and
the other lenders from time to time party thereto, and Comerica Bank
as
administrative agent for the lenders, dated as of October 31,
2007.
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||
Security
Agreement by and among Sterling Construction Company, Inc., Texas
Sterling
Construction Co., Oakhurst Management Corporation and Comerica Bank
as
administrative agent for the lenders, dated as of October 31,
2007.
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||
Joinder
Agreement by Road and Highway Builders, LLC and Road and Highway
Builders
Inc, dated as of October 31, 2007.
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Employment
Agreement between Richard H. Buenting and Road and Highway Builders,
LLC,
effective October 31, 2007.
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99.1
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Sterling
Construction Company, Inc. press release dated November 1, 2007 announcing
the acquisition of Road and Highway Builders, LLC and Road and Highway
Builders Inc., and the entry into a $75 million line of credit agreement
with Comerica Bank, as administrative agent for the lenders and as
initial
lender (previously filed as an exhibit to this Current Report on Form
8-K on November 1, 2007.)
|
|
Audited
financial statements of Road and Highway Builders, LLC as of December
31,
2006 and 2005 and for the years then ended.
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||
Unaudited
condensed financial statements of Road and Highway Builders, LLC as
of September 30, 2007 and for the three-month and nine-month
periods ended September 30, 2007 and 2006.
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||
Unaudited
pro forma condensed combined balance sheet as of September 30, 2007
and
unaudited pro forma condensed combined statements of income for the
year
ended December 31, 2006 and the nine months ended September 30, 2007
of
Sterling Construction Company, Inc. and Road and Highway Builders,
LLC.
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