**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 

**(Amendment No. 2)**

 

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**(Mark One)**

 

**x****      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended May 31, 2012.**

 

**OR**

 

**o****         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

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**For the transition period from              to             .**

 

**Commission file number: 333-176538**

 

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**NEW ENTERPRISE STONE & LIME CO., INC.**

(Exact name of registrant as specified in its charter)

 

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| **Delaware**                    | ** ** | **23-1374051**         |
|---------------------------------|------------|------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer       |
| incorporation or organization)  |       | Identification Number) |

 

| **3912 Brumbaugh Road**

**P.O. Box 77**

**New Enterprise, PA** | ** ** | **16664**  |
|-----------------------------------------------------------------------|------------|------------|
| (Address of principal executive offices)                              |       | (Zip Code) |

 

Registrant’s telephone number, including area code:**(814) 766-2211**

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

 

The registrant is a voluntary filer and not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o           |   | Accelerated filer o              |
|-----------------------------------------------|--------|---------------------------------------|
|                                          |   |                                  |
| Non-accelerated filer x                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                                  |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of September 20, 2013, the number of shares outstanding of the registrant’s Class A Voting Common Stock, $1.00 par value, was 500 shares and the number of shares outstanding of the registrant’s Class B Non-Voting Common Stock, $1.00 par value, was 273,285 shares.

 

 

 

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Explanatory Note

 

The sole purpose of this Amendment No.2 to the Quarterly Report on Form 10-Q/A (the “Form 10-Q/A”) of New Enterprise Stone & Lime Co., Inc. for the quarterly period ended May 31, 2012, filed with the Securities and Exchange Commission on December 26, 2012 and amended on September 3, 2013 (the “Amendment No. 1”), is to furnish corrected certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2, which include the proper signature dates thereto. In addition, this Form 10-Q/A includes Exhibits 32.1 and 32.2 as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

No other changes have been made to the Original Form 10-Q.  This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Amendment No. 1, and does not modify or update in any way disclosures made in the Amendment No. 1.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 
|                               | NEW ENTERPRISE STONE & LIME CO., INC. |
|------------------------------------|-----------------------------------------------------|
|                               |                                                |   |
| Date: September 20, 2013 | By:                                                 | /s/   Albert L. Stone |
|                               |                                                | Albert L. Stone |
|                               | * *                                            | *Senior Vice President and Chief Financial Officer* |

 

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**EXHIBIT INDEX**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                     |
|----------------------|------------|-----------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                |
| 31.1*                |       | Certification   of the Chief Executive Officer Pursuant to Rule 13a-14(a) or   15d-14(a). |
|                 |       |                                                                                                |
| 31.2*                |       | Certification   of the Chief Financial Officer Pursuant to Rule 13a-14(a) or   15d-14(a). |
|                 |       |                                                                                                |
| 32.1**               |       | Certification   of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.                  |
|                 |       |                                                                                                |
| 32.2**               |       | Certification   of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.                  |
|                 |       |                                                                                                |
| 95***                |       | Mine   Safety Disclosure                                                                            |
|                 |       |                                                                                                |
| 101.INS XBRL*** |       | Instance   document                                                                                 |
|                 |       |                                                                                                |
| 101.SCH XBRL*** |       | Taxonomy   Extension Schema                                                                         |
|                 |       |                                                                                                |
| 101.CAL XBRL*** |       | Taxonomy   Extension Calculation Linkbase                                                           |
|                 |       |                                                                                                |
| 101.DEF XBRL*** |       | Taxonomy   Extension Definition Linkbase                                                            |
|                 |       |                                                                                                |
| 101.LAB XBRL*** |       | Taxonomy   Extension Label Linkbase                                                                 |
|                 |       |                                                                                                |
| 101.PRE XBRL*** |       | Taxonomy   Extension Presentation Linkbase                                                          |

 

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*        Filed herewith.

**      Furnished herewith.

***    Previously furnished.

 

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