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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
North American Energy Partners Inc.
| (Name of Issuer) |
Common Shares, no par value
| (Title of Class of Securities) |
656844107
| (CUSIP Number) |
John D. Hawkins
The Sterling Group, L.P.
Eight Greenway Plaza
Suite 702
Houston, Texas 77046
713-877-8257
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
Copies to:
Gary W. Orloff
Bracewell & Giuliani LLP
711 Louisiana, Suite 2300
Houston, Texas 77002
713-221-1306
December 31, 2007
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 656844107 | Page 1 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling Group Partners I, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
1
SCHEDULE 13G
| CUSIP No. 656844107 | Page 2 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling Group Partners I GP, L.P. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
2
SCHEDULE 13G
| CUSIP No. 656844107 | Page 3 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F.J. Hevrdejs, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
3
SCHEDULE 13G
| CUSIP No. 656844107 | Page 4 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.C. Oehmig, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
4
SCHEDULE 13G
| CUSIP No. 656844107 | Page 5 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T.H. Nelson, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
5
SCHEDULE 13G
| CUSIP No. 656844107 | Page 6 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.D. Hawkins, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
6
SCHEDULE 13G
| CUSIP No. 656844107 | Page 7 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.K. Garland, L.L.C. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
7
SCHEDULE 13G
| CUSIP No. 656844107 | Page 8 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank J. Hevrdejs |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
8
SCHEDULE 13G
| CUSIP No. 656844107 | Page 9 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William C. Oehmig |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
194,460 | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
194,460 | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,820,725 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.5% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
9
SCHEDULE 13G
| CUSIP No. 656844107 | Page 10 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Hunter Nelson |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
10
SCHEDULE 13G
| CUSIP No. 656844107 | Page 11 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Hawkins |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
16,660 | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
16,660 | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,642,925 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
11
SCHEDULE 13G
| CUSIP No. 656844107 | Page 12 of 20 |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Kevin Garland |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
-0- | |
| 6 SHARED VOTING POWER
4,626,265 | ||
| 7 SOLE DISPOSITIVE POWER
-0- | ||
| 8 SHARED DISPOSITIVE POWER
4,626,265 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,265 |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9% |
|||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
12
| Item 1. | (a) |
Name of Issuer: | ||||||||||
| North American Energy Partners Inc. | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| Zone 3, Acheson Industrial Area 2-53016 Highway 60 Acheson, Alberta, T7X 5A7 |
||||||||||||
| Item 2. | (a) |
Name of Persons Filing: | ||||||||||
| Sterling Group Partners I, L.P. Sterling Group Partners I GP, L.P. F.J. Hevrdejs, L.L.C. W.C. Oehmig, L.L.C. T.H. Nelson, L.L.C. J.D. Hawkins, L.L.C. C.K. Garland, L.L.C. Frank J. Hevrdejs William C. Oehmig T. Hunter Nelson John D. Hawkins C. Kevin Garland |
||||||||||||
| (b) |
Address of Principal Business Office or, if none, Residence: | |||||||||||
| Eight Greenway Plaza Suite 702 Houston, Texas 77046 |
||||||||||||
| (c) |
Citizenship: | |||||||||||
| Sterling Group Partners I, L.P. is a Delaware limited partnership. | ||||||||||||
| Sterling Group Partners I GP, L.P. is a Texas limited partnership. | ||||||||||||
| F.J. Hevrdejs, L.L.C., W.C. Oehmig, L.L.C., T.H. Nelson, L.L.C., J.D. Hawkins, L.L.C. and C.K. Garland, L.L.C. are Texas limited liability companies. | ||||||||||||
| Frank J. Hevrdejs, William C. Oehmig, T. Hunter Nelson, John D. Hawkins and C. Kevin Garland are U.S. citizens. | ||||||||||||
| (d) |
Title of Class of Securities. | |||||||||||
| Common shares, no par value (the “Common Shares”) | ||||||||||||
| (e) |
CUSIP Number. | |||||||||||
| 656844107 | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is: |
|||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S. C. 78o). | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S..C. 78c). | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1950 (15 U.S.C. 80a-8). | ||||||||||
| (e) | ¨ | An investment adviser in accordance with § 240.13d-(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan of endowment fund in accordance with § 240.13d(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (!2 U.S.C. 1813); | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||||||||
| (j) | ¨ | Group, in accordance with § 240.13d-(b)(1)(ii)(J). | ||||||||||
13
| Item 4. | Ownership | |||||||||
| The information regarding ownership as set forth in Items 5-9 and 11 of Pages 1 through 12, is hereby incorporated by reference.
Sterling Group Partners I, L.P. directly holds 4,626,265 Common Shares.
Sterling Group Partners I GP, L.P. is the sole general partner of Sterling Group Partners I, L.P. F.J. Hevrdejs, L.L.C., W.C. Oehmig, L.L.C., T.H. Nelson, L.L.C., J.D. Hawkins, L.L.C. and C.K. Garland, L.L.C. are the general partners of Sterling Group Partners I GP, L.P. Frank J. Hevrdejs, William C. Oehmig, T. Hunter Nelson, John D. Hawkins and C. Kevin Garland are the sole members of F.J. Hevrdejs, L.L.C., W.C. Oehmig, L.L.C., T.H. Nelson, L.L.C., J.D. Hawkins, L.L.C. and C.K. Garland, L.L.C., respectively. In such capacities, Messrs. Hevrdejs, Oehmig, Nelson, Hawkins and Garland may be deemed to have shared voting and investment power over the Common Shares which are or may be deemed to be beneficially owned by Sterling Group Partners I, L.P., Sterling Group Partners I GP, L.P., F.J. Hevrdejs, L.L.C., W.C. Oehmig, L.L.C., T.H. Nelson, L.L.C., J.D. Hawkins, L.L.C. and C.K. Garland, L.L.C., but disclaim such beneficial ownership. |
||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |||||||||
| The limited partners of Sterling Group Partners I, L.P. have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Shares held by Sterling Group Partners I, L.P. in accordance with their respective limited partnership interests in Sterling Group Partners I, L.P. | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |||||||||
| Not applicable. | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| Not applicable. | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not applicable. | ||||||||||
| Item 10. | Certification | |||||||||
| Not applicable. | ||||||||||
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 8, 2008
| STERLING GROUP PARTNERS I, L.P. | ||||
| By: | Sterling Group Partners I GP, L.P., as general partner | |||
| By: | J.D. Hawkins, L.L.C., as general partner | |||
| By: | /s/ John D. Hawkins | |||
| Name: | John D. Hawkins | |||
| Title: | Sole Member | |||
| STERLING GROUP PARTNERS I GP, L.P. | ||||
| By: | J.D. Hawkins, L.L.C., as general partner | |||
| By: | /s/ John D. Hawkins | |||
| Name: | John D. Hawkins | |||
| Title: | Sole Member | |||
| F.J. HEVRDEJS, L.L.C. | ||||
| By: | /s/ Frank J. Hevrdejs | |||
| Name: | Frank J. Hevrdejs | |||
| Title: | Sole Member | |||
| W.C. OEHMIG, L.L.C. | ||||
| By: | /s/ William C. Oehmig | |||
| Name: | William C. Oehmig | |||
| Title: | Sole Member | |||
| T.H. NELSON, L.L.C. | ||||
| By: | /s/ T. Hunter Nelson | |||
| Name: | T. Hunter Nelson | |||
| Title: | Sole Member | |||
| J.D. HAWKINS, L.L.C. | ||
| By: | /s/ John D. Hawkins | |
| Name: | John D. Hawkins | |
| Title: | Sole Member | |
| C.K. GARLAND, L.L.C. | ||
| By: | /s/ C. Kevin Garland | |
| Name: | C. Kevin Garland | |
| Title: | Sole Member | |
| FRANK J. HEVRDEJS |
| /s/ Frank J. Hevrdejs |
| WILLIAM C. OEHMIG |
| /s/ William C. Oehmig |
| T. HUNTER NELSON |
| /s/ T. Hunter Nelson |
| JOHN D. HAWKINS |
| /s/ John D. Hawkins |
| C. KEVIN GARLAND |
| /s/ C. Kevin Garland |
EXHIBIT INDEX
Exhibit 1 – Joint Filing Agreement.
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that Amendment No. 1 to the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.
Dated: January 8, 2008
| STERLING GROUP PARTNERS I, L.P. | ||||
| By: | Sterling Group Partners I GP, L.P., as general partner | |||
| By: | J.D. Hawkins, L.L.C., as general partner | |||
| By: | /s/ John D. Hawkins | |||
| Name: | John D. Hawkins | |||
| Title: | Sole Member | |||
| STERLING GROUP PARTNERS I GP, L.P. | ||||
| By: | J.D. Hawkins, L.L.C., as general partner | |||
| By: | /s/ John D. Hawkins | |||
| Name: | John D. Hawkins | |||
| Title: | Sole Member | |||
| F.J. HEVRDEJS, L.L.C. | ||||
| By: | /s/ Frank J. Hevrdejs | |||
| Name: | Frank J. Hevrdejs | |||
| Title: | Sole Member | |||
| W.C. OEHMIG, L.L.C. | ||||
| By: | /s/ William C. Oehmig | |||
| Name: | William C. Oehmig | |||
| Title: | Sole Member | |||
| T.H. NELSON, L.L.C. | ||||
| By: | /s/ T. Hunter Nelson | |||
| Name: | T. Hunter Nelson | |||
| Title: | Sole Member | |||
| J.D. HAWKINS, L.L.C. | ||
| By: | /s/ John D. Hawkins | |
| Name: | John D. Hawkins | |
| Title: | Sole Member | |
| C.K. GARLAND, L.L.C. | ||
| By: | /s/ C. Kevin Garland | |
| Name: | C. Kevin Garland | |
| Title: | Sole Member | |
| FRANK J. HEVRDEJS |
| /s/ Frank J. Hevrdejs |
| WILLIAM C. OEHMIG |
| /s/ William C. Oehmig |
| T. HUNTER NELSON |
| /s/ T. Hunter Nelson |
| JOHN D. HAWKINS |
| /s/ John D. Hawkins |
| C. KEVIN GARLAND |
| /s/ C. Kevin Garland |