UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
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Ready
Mix, Inc.
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(
Name of
Issuer
)
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Common
Stock, Par Value $0.001 Per Share
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(
Title of Class of
Securities
)
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755747102
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(
CUSIP
Number
)
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Bradley
E. Larson
Chief
Executive Officer
Meadow
Valley Corporation
4602
East Thomas Road
Phoenix,
Arizona 85018
(602)
437-5400
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(
Name, Address and Telephone
Number of Persons Authorized to Receive
Notices and
Communications
)
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with
copies to:
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Ronald
J. Lieberman, Esq.
Hunton
& Williams LLP
Bank
of America Plaza
Suite
4100
600
Peachtree Street, N.E.
Atlanta,
Georgia 30308-2216
(404)
888-4000
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February
2, 2009
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(
Date of Event which Requires
Filing of this Statement
)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule, and is filing this schedule
because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*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).
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1.
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NAMES
OF REPORTING PERSONS
Bradley
E. Larson
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
13,416
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
13,416
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,416
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
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14.
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TYPE
OF REPORTING PERSON
IN
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1.
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NAMES
OF REPORTING PERSONS
Meadow
Valley Corporation
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(b)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
Not
applicable.
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
0
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
0
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10.
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SHA
RED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14.
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TYPE
OF REPORTING PERSON
CO
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SCHEDULE
13D/A
EXPLANATORY NOTES:
This
Amendment No. 4 (this “Amendment”) amends the Schedule 13D filed by Meadow
Valley Corporation, a Nevada corporation (“Meadow Valley”), on July 12, 2007, as
amended by Amendment No. 1 thereto filed by Meadow Valley on July 23, 2007,
Amendment No. 2 thereto filed by Meadow Valley on August 23, 2007, and Amendment
No. 3 thereto filed by Meadow Valley and Bradley E. Larson (collectively, the
“Reporting Persons”
1
)
on January 5, 2009 (as so amended, the “Schedule 13D”) with the Securities and
Exchange Commission relating to the common stock, par value $0.001 per share
(“Common Stock”), of Ready Mix, Inc., a Nevada corporation (the
“Issuer”). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of February 3, 2009, a copy of which is attached as Exhibit
99.1 hereto. This Amendment is the final amendment to the Schedule
13D and serves as an exit filing for the Reporting Persons with respect to the
Common Stock. Capitalized terms used but not defined in this
Amendment shall have the meanings given in the Schedule 13D.
On
February 2, 2009 (the “Effective Time”), Meadow Valley consummated the merger
transaction (the “Merger”) contemplated by the Agreement and Plan of Merger,
dated as of July 28, 2008 (the “Merger Agreement”), among Phoenix Parent Corp.
(n/k/a Meadow Valley Parent Corp.), a Delaware corporation (“Parent”), Phoenix
Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Parent
(“Merger Sub”), and Meadow Valley. As a result of the Merger, Merger
Sub merged with and into Meadow Valley, with Meadow Valley continuing as the
surviving entity.
As set
forth in the Schedule 13D, Meadow Valley was previously the beneficial owner of
2,645,212 shares of the Common Stock. As of the Effective Time, the
board of directors of Meadow Valley declared a dividend of the 2,645,212 shares
of Common Stock held by Meadow Valley to Parent (the
“Distribution”). Therefore, as of February 2, 2009, Meadow Valley no
longer beneficially owns any Common Stock of the Issuer.
As set
forth in the Schedule 13D, Mr. Larson was previously the beneficial owner of
2,658,628 shares of the Common Stock, representing 13,416 shares of Common Stock
issuable upon the exercise of fully-vested options and 2,645,212 shares of
Common Stock held by Meadow Valley. As a result of the Distribution,
Mr. Larson beneficially owns 13,416 shares of Common Stock, representing 0.4% of
the Common Stock. Therefore, as of February 2, 2009, Mr. Larson no
longer beneficially owns more than 5% of the Common Stock of the
Issuer.
Item
5. Interest in Securities of the Issuer.
Item 5 of
the Schedule 13D is amended and supplemented as follows:
(a) -
(b) As of February 2, 2009, Meadow Valley no longer beneficially own any
shares of the Common Stock and no longer has sole or shared power, directly or
indirectly, to vote or direct the vote or to dispose or direct the disposition
of any shares of the Common Stock.
As of
February 2, 2009, Mr. Larson beneficially owns 13,416 shares, or 0.4%, of the
Common Stock, consisting of vested options to purchase 6,750 shares of Common
Stock with an exercise price of $11.00 and vested options to purchase 6,666
shares of Common Stock with an exercise price of $10.35. As of
February 2, 2009, Mr. Larson has sole voting and dispositive power with respect
to 13,416 shares of the Common Stock issuable upon the exercise of fully-vested
options.
(c) The
Reporting Persons effected the following transactions in the Common Stock in the
past 60 days: on February 2, 2009, in connection with the consummation of the
transactions contemplated by the Merger Agreement, Meadow Valley disposed of
2,645,212 shares of the Common Stock by effecting a dividend of those shares to
Parent. During the past 60 days, no transactions in the Common Stock
have been effected by the other persons named in Item 2 of the Schedule
13D.
1
Neither
the present filing nor anything contained herein shall be construed as an
admission that any Reporting Person constitutes a “person” for any purpose other
than for compliance with Section 13(d) of the Act.
(d) None.
(e) Each
of the Reporting Persons ceased to be the beneficial owner more than 5% of the
Common Stock on February 2, 2009.
Item
6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 of
the Schedule 13D is amended and supplemented as follows:
Meadow
Valley was previously party to a Stock Pledge Agreement, dated as of November
29, 2005, with Wells Fargo Equipment Finance, Inc., as assignee of The CIT
Group/Equipment Financing, Inc. (“CIT/Wells Fargo”), and Corporate Stock
Transfer (the “Stock Pledge Agreement”), pursuant to which 2,025,000 shares of
the Common Stock were pledged as collateral for loans made by CIT/Wells Fargo to
Meadow Valley or its subsidiaries. On February 2, 2009, in connection
with the consummation of the transactions contemplated by the Merger Agreement,
the Stock Pledge Agreement and all the shares of Common Stock pledged thereunder
were released by CIT/Wells Fargo.
In
connection with the consummation of the transactions contemplated by the Merger
Agreement, Meadow Valley disposed of 2,645,212 shares of the Common Stock by
effecting a dividend of those shares to Parent.
Except as
otherwise described in the Schedule 13D, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise), including, but not limited to, transfer or voting of any
of the shares of Common Stock, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, between the persons named in Item 2 of
the Schedule 13D and any other person, with respect to any securities of the
Issuer, including any securities pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or investment
power over such shares, other than standard default and similar provisions
contained in loan agreements.
Item
7. Material to Be Filed as Exhibits.
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Exhibit
99.1
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Joint
Filing Agreement, dated February 3,
2009.
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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: February
4, 2009
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MEADOW
VALLEY CORPORATION
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By:
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/s/ David D. Doty
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Name:
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David
D. Doty
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Title:
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Chief
Financial Officer
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BRADLEY
E. LARSON
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/s/ Bradley E. Larson
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