Florida Rock is paying $105 million cash and assuming certain debt and equipment operating leases valued at $45 million.

But the deal still needs the approval of US Aggregates' shareholders and the blessing of the US Justice Department, which is checking the transaction for compliance with the Hart-Scott-Rodino Act. The sale is tentatively set to close Sept. 30.

Clouding that transaction, however, is a June 1 lawsuit filed against US Aggregates by the New York law firm of Faruqi & Faruqui. The suit alleges US Aggregates issued false and misleading information on the firm's financial condition that artificially inflated its stock price between April 25, 2000 and April 2, 2001. US Aggregates is answering the suit but declines comment.

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