Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ORGQike7mssj6dYxRdMKQZUPRQ7TAuLCnJlE8nFNnUpDauRKAEHZlDYj6tXP08zm IiOdz+NPUSWyN0EVeIWlOQ== 0001193125-07-008487.txt : 20070118 0001193125-07-008487.hdr.sgml : 20070118 20070118170007 ACCESSION NUMBER: 0001193125-07-008487 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070118 DATE AS OF CHANGE: 20070118 GROUP MEMBERS: C. KEVIN GARLAND GROUP MEMBERS: C.K. GARLAND, L.L.C. GROUP MEMBERS: F.J. HEVRDEJS, L.L.C GROUP MEMBERS: FRANK J. HEVRDEJS GROUP MEMBERS: J.D. HAWKINS, L.L.C GROUP MEMBERS: JOHN D. HAWKINS GROUP MEMBERS: STERLING GROUP PARTNERS I GP, L.P GROUP MEMBERS: T. HUNTER NELSON GROUP MEMBERS: T.H. NELSON, L.L.C GROUP MEMBERS: W.C. OEHMIG, L.L.C GROUP MEMBERS: WILLIAM C. OEHMIG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: North American Energy Partners Inc. CENTRAL INDEX KEY: 0001368519 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82223 FILM NUMBER: 07538328 BUSINESS ADDRESS: STREET 1: ZONE 3, ACHESON INDUSTRIAL AREA STREET 2: 2-53016 HIGHWAY 60 CITY: ACHESON STATE: A0 ZIP: T7X 5A7 BUSINESS PHONE: 780-960-7171 MAIL ADDRESS: STREET 1: ZONE 3, ACHESON INDUSTRIAL AREA STREET 2: 2-53016 HIGHWAY 60 CITY: ACHESON STATE: A0 ZIP: T7X 5A7 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN ENERGY PARTNERS INC. DATE OF NAME CHANGE: 20061129 FORMER COMPANY: FORMER CONFORMED NAME: NACG Holdings Inc. DATE OF NAME CHANGE: 20060707 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING GROUP PARTNERS I LP CENTRAL INDEX KEY: 0001138244 IRS NUMBER: 760653764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: EIGHT GREENWAY PLAZA STREET 2: SUITE 702 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7138778257 MAIL ADDRESS: STREET 1: EIGHT GREENWAY PLAZA STREET 2: SUITE 702 CITY: HOUSTON STATE: TX ZIP: 77046 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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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. )*

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, 2006

(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).


CUSIP No. 656844107		SCHEDULE 13G		Page 1 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No. 656844107		SCHEDULE 13G		Page 2 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No. 656844107		SCHEDULE 13G		Page 3 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No. 656844107		SCHEDULE 13G		Page 4 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No. 656844107		SCHEDULE 13G		Page 5 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No. 656844107		SCHEDULE 13G		Page 6 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No. 656844107		SCHEDULE 13G		Page 7 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No. 656844107		SCHEDULE 13G		Page 8 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No. 656844107		SCHEDULE 13G		Page 9 of 19


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

		228,330
		6 SHARED VOTING POWER

		6,351,265
		7 SOLE DISPOSITIVE POWER

		228,330
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,579,695
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No. 656844107		SCHEDULE 13G		Page 10 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No. 656844107		SCHEDULE 13G		Page 11 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		16,660
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,367,925
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No. 656844107		SCHEDULE 13G		Page 12 of 19


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

		6,351,265
		7 SOLE DISPOSITIVE POWER

		-0-
		8 SHARED DISPOSITIVE POWER

		6,351,265


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,351,265
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	18.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

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).


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 6,351,265 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.

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 18, 2007


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 the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.

Dated: January 18, 2007


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

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