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.

US Aggregates' common stock was trading at $1.24 per share today (July 18), up four cents (3.33%) on volume of 4,300 on the New York Stock Exchange. The stock's 52-week high-low is $18.75 and 52 cents.

Florida Rock will be acquiring four new markets in Alabama, Tennessee, Mississippi and the Gulf Coast if the transaction goes through. Among the assets Florida Rock is buying are seven operating stone quarries, two sand operations, one ready-mix operation and other permitted and not-yet-permitted stone quarry sites.

Six of the operating stone quarries are in Alabama; the seventh just outside Chattanooga, TN. Florida Rock's core business has been in Florida and Georgia. Aggregate is made up of crushed stone, sand and gravel, a basic construction material.

The Richmond, VA-based law firm of McGuireWoods is Florida Rock's legal advisor in the acquisition. Jacksonville, FL is 230 miles north of metro Orlando where Florida Rock operates a Central Florida division.