UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
|
Ready
Mix, Inc.
|
|
(
Name of
Issuer
)
|
|
|
|
Common
Stock, Par Value $0.001 Per Share
|
|
(
Title of Class of
Securities
)
|
|
|
|
755747102
|
|
(
CUSIP
Number
)
|
|
|
|
|
|
Insight
Equity Holdings LLC
c/o
Insight Equity Management Company LLC
1400
Civic Place, Suite 250
Southlake,
TX 76092
Attn:
Connor Searcy
(817)
488-7775
|
|
(
Name, Address and Telephone
Number of Persons Authorized to Receive
Notices and
Communications
)
|
|
|
|
with
copies to:
|
|
|
|
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
|
|
|
|
|
|
February
2, 2009
|
|
(
Date of Event which Requires
Filing of this Statement
)
|
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).
|
1.
|
NAMES
OF REPORTING PERSONS
Meadow
Valley Parent Corp.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
BK,
AF, OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
CO
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Meadow
Valley Solutions LLC
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Meadow
Valley Resources LLC
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Meadow
Valley Holdings LLC
|
|
|
2.
|
CHECK
THE APPROPRIAT
E
BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Insight
Equity I LP
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
PN
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Insight
Equity GP I LP
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPO
RTING
PERSON
PN
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Insight
Equity Holdings I LLC
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING
PERSON
OO
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Insight
Equity Holdings LLC
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
AF,
OO
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
2,645,212
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
2,645,212
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,645,212
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Bradley
E. Larson
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
PF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
13,416
|
|
|
8.
|
SHARED
VOTING POWER
0
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
13,416
|
|
|
10.
|
SHARED
DISPOSITIVE
POWER
0
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,416
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Kenneth
D. Nelson
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
PF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
14,416
|
|
|
8.
|
SHARED
VOTING POWER
0
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
14,416
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,416
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
|
14.
|
TYPE
OF REPORTING PERS
ON
IN
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Robert
W. Bottcher
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
x
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
PF
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
500
|
|
|
8.
|
SHARED
VOTING POWER
0
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
500
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
Item
1. Security and Issuer.
This
statement on Schedule 13D (this “Schedule”) relates to the common stock, par
value $0.001 per share (the “Common Stock”), of Ready Mix, Inc. (“Ready Mix” or
the “Issuer”), a Nevada corporation. The Issuer’s principal executive
offices are located at 4602 East Thomas Road, Phoenix, Arizona
85018.
Item
2. Identity and Background.
This
Schedule is being filed by Meadow Valley Parent Corp. (f/k/a Phoenix Parent
Corp.), a Delaware corporation, Meadow Valley Solutions LLC, a Delaware limited
liability company (“Meadow Valley Solutions”), Meadow Valley Resources LLC, a
Texas limited liability company (“Meadow Valley Resources”), Meadow Valley
Holdings LLC, a Texas limited liability company (“Meadow Valley Holdings”),
Insight Equity I LP, a Delaware limited partnership (“Insight Equity”), Insight
Equity GP I LP, a Delaware limited partnership (“Insight Equity GP”), Insight
Equity Holdings I LLC, a Delaware limited liability company (“Insight Equity
Holdings I”), Insight Equity Holdings LLC, a Texas limited liability company
(“Insight Equity Holdings”), Bradley E. Larson, a citizen of the United States
of America, Kenneth D. Nelson, a citizen of the United States of America, and
Robert W. Bottcher, a citizen of the United State of America (collectively, the
“Reporting Persons”).
1
The Reporting
Persons have entered into a Joint Filing Agreement, dated as of February 4,
2009, a copy of which is attached as Exhibit 99.1 hereto. In this
Schedule, the Reporting Persons use the term “directors” to refer to both the
directors of a corporation and the managers of a limited liability
company.
The
principal business address of each of Meadow Valley Parent Corp., Meadow Valley
Solutions, Meadow Valley Resources, Meadow Valley Holdings, Insight Equity,
Insight Equity GP, Insight Equity Holdings I and Insight Equity Holdings is c/o
Insight Equity Management Company LLC, 1400 Civic Place, Suite 250, Southlake,
Texas 76092. The principal business address of each of Bradley E.
Larson, Kenneth D. Nelson and Robert W. Bottcher is c/o Meadow Valley
Corporation, 4602 East Thomas Road, Phoenix, Arizona 85018.
Meadow
Valley Parent Corp. was formed solely for the purposes of entering into the
merger agreement described in Item 4 of this Schedule and consummating the
transactions contemplated by the merger agreement. Meadow Valley
Parent Corp. has not conducted any activities to date other than activities
incidental to its formation and in connection with the transactions contemplated
by the merger agreement. The name, citizenship, present principal
occupation or employment and business address of each director and executive
officer of Meadow Valley Parent Corp. is set forth on Schedule A attached hereto
and incorporated herein by reference.
Meadow
Valley Solutions owns 100% of Meadow Valley Parent Corp. Meadow
Valley Solutions was formed solely for the purpose of consummating the
transactions contemplated by the merger agreement (as described in Item 4 of
this Schedule) and has not conducted any activities to date other than
activities incidental to its formation and in connection with the transactions
contemplated by the merger agreement. The name, citizenship, present
principal occupation or employment and business address of each director and
executive officer of Meadow Valley Solutions is set forth on Schedule A attached
hereto and incorporated herein by reference.
Meadow
Valley Holdings owns 100% of Meadow Valley Solutions. Meadow Valley
Holdings was formed solely for the purpose of consummating the transactions
contemplated by the merger agreement (as described in Item 4 of this Schedule)
and has not conducted any activities to date other than activities incidental to
its formation and in connection with the transactions contemplated by the merger
agreement. The name, citizenship, present principal occupation or
employment and business address of each director and executive officer of Meadow
Valley Holdings is set forth on Schedule A attached hereto and incorporated
herein by reference.
Meadow
Valley Resources, together with Bradley E. Larson, Kenneth D. Nelson, Robert W.
Bottcher and certain other investors, own 100% of Meadow Valley
Holdings. Meadow Valley Resources was formed solely for the purpose
of consummating the transactions contemplated by the merger agreement (as
described in Item 4 of this Schedule) and has not conducted any activities to
date other than activities incidental to its formation and in connection with
the transactions contemplated by the merger agreement. Insight
Equity, Insight Equity (Tax-Exempt) I LP, Insight Equity (Cayman) I LP and
Insight Equity (Affiliated Coinvestors) I LP, collectively, own 100% of Meadow
Valley Resources.
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.
Insight
Equity is a Delaware limited partnership formed for the purposes of investing in
equity, equity-related and similar securities or instruments. Insight
Equity GP, a Delaware limited partnership, acts as the sole general partner of
Insight Equity. Insight Equity Holdings I, a Delaware limited
liability company, acts as the sole general partner of Insight Equity
GP.
Insight
Equity (Tax-Exempt) I LP, a non-Reporting Person, is a Delaware limited
partnership formed for the purposes of investing in equity, equity-related and
similar securities or instruments. Insight Equity GP acts as the sole
general partner of Insight Equity (Tax-Exempt) I LP, and Insight Equity Holdings
I acts as the sole general partner of Insight Equity GP.
Insight
Equity (Cayman) I LP, a non-Reporting Person, is a Cayman Islands exempted
limited partnership formed for the purposes of investing in equity,
equity-related and similar securities or instruments. Insight Equity
(Cayman) GP I Ltd., a Cayman Islands limited company, acts as the sole general
partner of Insight Equity (Cayman) I LP.
Insight
Equity (Affiliated Coinvestors) I LP, a non-Reporting Person, is a Delaware
limited partnership formed for the purposes of investing in equity,
equity-related and similar securities or instruments. Insight Equity (Affiliated
Coinvestors) GP I LLC, a Delaware limited liability company, acts as the sole
general partner of Insight Equity (Affiliated Coinvestors) I LP.
Insight
Equity (Cayman) GP I Ltd., a non-Reporting Person, is 100% owned by Insight
Equity GP, and Insight Equity Holdings I acts as the sole general partner of
Insight Equity GP.
Insight
Equity Holdings I is 100% owned by Insight Equity LP, a Texas limited
partnership and a non-Reporting Person. Insight Equity Holdings, a
Texas limited liability company, acts as the sole general partner of Insight
Equity LP.
The name,
citizenship, present principal occupation or employment and business address of
each director, executive officer or controlling person of each of Meadow Valley
Resources, Insight Equity Holdings I, Insight Equity Holdings, Insight Equity
(Affiliated Coinvestors) GP I LLC and Insight Equity (Cayman) I GP Ltd. is set
forth on Schedule A attached hereto and incorporated herein by
reference.
Insight
Equity (Tax Exempt) I LP, Insight Equity (Cayman) I LP, Insight Equity
(Affiliated Coinvestors) I LP, Insight Equity (Cayman) GP I Ltd., Insight Equity
(Affiliated Coinvestors) GP I LLC and Insight Equity LP are referred to
collectively in this Schedule as the “Insight Non-Reporting
Affiliates.”
The
present principal occupation of Bradley E. Larson is Chief Executive Officer of
Meadow Valley Corporation and Chief Executive Officer of the
Issuer. The present principal occupation of Kenneth D. Nelson is
Chief Administrative Officer of Meadow Valley Corporation and Vice President of
the Issuer. The present principal occupation of Robert W. Bottcher is
Arizona Area President of Meadow Valley Contractors, Inc., a Nevada corporation
and a wholly-owned subsidiary of Meadow Valley Corporation.
During
the last five years, none of the Reporting Persons, the Insight Non-Reporting
Affiliates nor any person listed on Schedule A hereto has been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
Common Stock beneficially owned by the Reporting Persons was acquired
incidentally in connection with the acquisition of Meadow Valley Corporation
described in Item 4 of this Schedule.
The total
amount of financing required to complete the acquisition of Meadow Valley
Corporation described in Item 4 of this Schedule and to pay related fees and
expenses was approximately $
74
million. The acquisition
was funded by a combination of (i) an equity contribution by each of Insight
Equity, Bradley E. Larson, Kenneth D. Nelson, Robert W. Bottcher and certain
other investors and (ii) debt financing. The shares of Common Stock
that were acquired incidentally in connection with the acquisition of Meadow
Valley Corporation were pledged as security for a portion of the debt financing
pursuant to a Pledge Agreement, dated February 2, 2009, made by Meadow Valley
Parent Corp. in favor of LBC Credit Partners II, L.P., as agent. A
copy of the Pledge Agreement is attached as Exhibit 99.2 hereto and is
incorporated herein by reference.
Additional
information regarding the financing of the acquisition of Meadow Valley
Corporation described in Item 4 of this Schedule is set forth in the definitive
proxy statement on Schedule 14A filed by Meadow Valley Corporation with the
Securities and Exchange Commission on December 5, 2008.
Item
4. Purpose of Transaction.
On July
28, 2008, Meadow Valley Corporation, a Nevada corporation, entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Meadow Valley Parent
Corp. (f/k/a Phoenix Parent Corp.) and Phoenix Merger Sub, Inc., a Nevada
corporation and a wholly-owned subsidiary of Meadow Valley Parent Corp. (“Merger
Sub”). A description of the Merger Agreement is set forth in the
definitive proxy statement on Schedule 14A filed by Meadow Valley Corporation
with the Securities and Exchange Commission on December 5, 2008. The
Merger Agreement is filed as Exhibit 99.3 hereto and is incorporated herein by
reference. Phoenix Parent Corp. changed its name to Meadow Valley
Parent Corp. on December 18, 2008.
On
February 2, 2009, following the receipt of stockholder approval and the
satisfaction or waiver of the closing conditions set forth in the Merger
Agreement, Merger Sub was merged with and into Meadow Valley Corporation (the
“Meadow Valley Merger”), with Meadow Valley Corporation continuing as the
surviving corporation (the “Surviving Entity”). As of the effective
time of the Meadow Valley Merger, all of the shares of Common Stock held by
Meadow Valley Corporation were acquired by the Surviving Entity. At
the effective time of the Meadow Valley Merger, the board of directors of the
Surviving Entity authorized a dividend of the shares of Common Stock held by the
Surviving Entity to Meadow Valley Parent Corp.
This
Schedule is filed to report the acquisition of beneficial ownership of 2,645,212
shares of Common Stock by Meadow Valley Parent Corp., Meadow Valley Solutions,
Meadow Valley Resources, Meadow Valley Holdings, Insight Equity, Insight Equity
GP, Insight Equity Holdings I and Insight Equity Holdings as a result of the
Meadow Valley Merger.
The
Reporting Persons do not have any present plan or proposal that would relate to
or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4
of Schedule 13D except as set forth in this Schedule or such as would occur in
connection with any of the proposals discussed in this Schedule. The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the
Issuer’s response to the actions suggested by the Reporting Persons, price
levels of the Common Stock, conditions in the securities markets and general
economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem
appropriate including, but not limited to, purchasing additional shares of
Common Stock or other securities of the Issuer, communicating with the Issuer or
other investors or conducting a proxy solicitation with respect to matters
involving the Issuer. The Reporting Persons are considering various
strategies to increase the value of the Reporting Persons’ investment in the
Issuer, including proposals to effect certain corporate governance changes at
the Issuer, a merger or sale of the Issuer (stock or asset), a tender offer, a
going private transaction or other extraordinary transaction. The
Reporting Persons are also evaluating their options with respect to proposals
they may make at the Issuer’s next annual meeting of shareholders or the
possibility of calling a special meeting of shareholders.
Item
5. Interest in Securities of the Issuer.
(a) -
(b) As of February 2, 2009, the Reporting Persons may be deemed to
beneficially own the following shares of Common Stock, with the voting and
dispositive power indicated:
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Meadow
Valley Parent Corp.
|
|
2,645,212
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|
69.4%
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0
|
|
2,645,212
|
|
0
|
|
2,645,212
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|
Meadow
Valley Solutions LLC
|
|
2,645,212
|
|
69.4%
|
|
0
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|
2,645,212
|
|
0
|
|
2,645,212
|
|
Meadow
Valley Holdings LLC
|
|
2,645,212
|
|
69.4%
|
|
0
|
|
2,645,212
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|
0
|
|
2,645,212
|
|
Meadow
Valley Resources LLC
|
|
2,645,212
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|
69.4%
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|
0
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|
2,645,212
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|
0
|
|
2,645,212
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|
Insight
Equity I LP
|
|
2,645,212
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|
69.4%
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0
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|
2,645,212
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|
0
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|
2,645,212
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|
Insight
Equity GP I LP
|
|
2,645,212
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|
69.4%
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|
0
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|
2,645,212
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|
0
|
|
2,645,212
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|
Insight
Equity Holdings I LLC
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|
2,645,212
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|
69.4%
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0
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|
2,645,212
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0
|
|
2,645,212
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|
Insight
Equity Holdings LLC
|
|
2,645,212
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|
69.4%
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0
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|
2,645,212
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|
0
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|
2,645,212
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Bradley
E. Larson(1)
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13,416
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0.4%
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|
13,416
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0
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|
13,416
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0
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Kenneth
D. Nelson(2)
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14,416
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0.4%
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|
14,416
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0
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|
14,416
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0
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|
Robert
W. Bottcher
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500
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0.0%
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|
500
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0
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|
500
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0
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(1)
|
Consists
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.
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(2)
|
Includes
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.
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(c) The
Reporting Persons have effected the following transactions in the Common Stock
in the past 60 days: on February 2, 2009, in connection with the Meadow Valley
Merger, Meadow Valley Parent Corp. (f/k/a Phoenix Parent Corp.) received
2,645,212 shares of the Common Stock in the form of a dividend from the
Surviving Entity.
(d) Except
with respect to the shares of Common Stock that were pledged as security
pursuant to a Pledge Agreement, dated February 2, 2009, made by Meadow Valley
Parent Corp. in favor of LBC Credit Partners II, L.P., as agent, the Reporting
Persons hold all rights associated with its shares of the Common Stock,
including the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities.
(e) Not
applicable.
To the
knowledge of the Reporting Persons and except as described in this Item 5, none
of the Insight Non-Reporting Affiliates beneficially owns any shares of Common
Stock. Neither the filing of this Schedule nor any of its contents
shall be deemed to constitute an admission by any of the Insight Non-Reporting
Affiliates that it is the beneficial owner of any Common Stock referred to
herein for purposes of the Act, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The
information set forth, or incorporated by reference, in Items 3, 4 and 5 of this
Schedule is incorporated by reference to this Item 6. Except as
otherwise described in this Schedule, 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
hereof 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 4, 2009.
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Exhibit
99.2
|
Pledge
Agreement, dated February 2, 2009, made by Meadow Valley Parent Corp. in
favor of LBC Credit Partners II, L.P., as agent.
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Exhibit
99.3
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Agreement
and Plan of Merger, dated July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) and
Phoenix Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1
to the Current Report on Form 8-K filed by Meadow Valley Corporation on
July 28, 2008).
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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
5, 2009
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MEADOW
VALLEY PARENT CORP.
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chairman of the Board
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MEADOW
VALLEY SOLUTIONS LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chairman of the Board
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MEADOW
VALLEY HOLDINGS LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chairman of the Board
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MEADOW
VALLEY RESOURCES LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chairman of the Board
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INSIGHT
EQUITY I LP
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By:
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Insight
Equity GP I LP
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By:
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Insight
Equity Holdings I LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chief Executive Officer
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INSIGHT
EQUITY GP I LP
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By:
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Insight
Equity Holdings I LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chief Executive Officer
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INSIGHT
EQUITY HOLDINGS I LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chief Executive Officer
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INSIGHT
EQUITY HOLDINGS LLC
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By:
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/s/ Ted W. Beneski
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Name:
Ted W. Beneski
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Title:
Chief Executive Officer
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BRADLEY
E. LARSON
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/s/ Bradley E. Larson
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KENNETH
D. NELSON
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/s/ Kenneth D. Nelson
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ROBERT
W. BOTTCHER
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/s/ Robert W. Bottcher
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SCHEDULE
A
Executive
Officers and Directors of Meadow Valley Parent Corp.
The name,
position, present principal occupation or employment and citizenship of each
officer and director of Meadow Valley Parent Corp. is set forth
below. The business address of each person listed below is c/o
Insight Equity Management Company LLC, 1400 Civic Place, Suite 250, Southlake,
Texas 76092. The business address of each of Bradley E. Larson,
Kenneth D. Nelson and David D. Doty is c/o Meadow Valley Corporation, 4602 East
Thomas Road, Phoenix, Arizona 85018.
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Present
Principal
Occupation
or
Employment
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Ted
W. Beneski
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Chairman
of the Board and President
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Chief
Executive Officer and Managing Partner of Insight Equity Holdings LLC and
its related investment funds and management company.
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U.S.A.
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Victor
L. Vescovo
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Vice
Chairman of the Board, Managing Director, Secretary, Vice President and
Director
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Chief
Operating Officer and Managing Director of Insight Equity Holdings LLC and
its related investment funds and management company.
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U.S.A.
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Conner
Searcy
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Executive
Director, Treasurer and Director
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Partner
of Insight Equity Holdings LLC and its related investment funds and
management company.
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U.S.A.
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Chris
Zugaro
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Vice
President and Director
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Associate
of Insight Equity Holdings LLC and its related investment funds and
management company.
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U.S.A.
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Bradley
E. Larson
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Chief
Executive Officer
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Chief
Executive Officer of Meadow Valley Corporation and Chief Executive Officer
of Ready Mix, Inc.
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U.S.A.
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Kenneth
D. Nelson
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|
Chief
Administrative Officer
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|
Chief
Administrative Officer of Meadow Valley Corporation and Vice President of
Ready Mix, Inc.
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U.S.A.
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David
D. Doty
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Chief
Financial Officer
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Chief
Financial Officer of Meadow Valley Corporation
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U.S.A.
|
Executive
Officers and Directors of Meadow Valley Solutions LLC
The name,
position, present principal occupation or employment and citizenship of each
officer of Meadow Valley Solutions LLC, which owns 100% of Meadow Valley Parent
Corp. is set forth below. Meadow Valley Solutions LLC is a member
managed limited liability company and Meadow Valley Holdings LLC is its sole
member. The business address of each of Ted W. Beneski, Victor L. Vescovo,
Conner Searcy and Chris Zugaro is c/o Insight Equity Management Company LLC,
1400 Civic Place, Suite 250, Southlake, Texas 76092. The business
address of each of Bradley E. Larson, Kenneth D. Nelson and David D. Doty is c/o
Meadow Valley Corporation, 4602 East Thomas Road, Phoenix, Arizona
85018.
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Present
Principal
Occupation
or
Employment
|
|
|
|
|
|
|
|
|
|
|
|
Ted
W. Beneski
|
|
Chairman
of the Board and President
|
|
Chief
Executive Officer and Managing Partner of Insight Equity Holdings LLC and
its related investment funds and management company.
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|
U.S.A.
|
|
|
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|
Victor
L. Vescovo
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|
Vice
Chairman of the Board, Managing Director, Secretary and Vice
President
|
|
Chief
Operating Officer and Managing Director of Insight Equity Holdings LLC and
its related investment funds and management company.
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U.S.A.
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|
Conner
Searcy
|
|
Executive
Director and Treasurer
|
|
Partner
of Insight Equity Holdings LLC and its related investment funds and
management company.
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|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Chris
Zugaro
|
|
Vice
President
|
|
Associate
of Insight Equity Holdings LLC and its related investment funds and
management company.
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|
U.S.A.
|
|
|
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|
Bradley
E. Larson
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|
Chief
Executive Officer
|
|
Chief
Executive Officer of Meadow Valley Corporation and Chief Executive Officer
of Ready Mix, Inc.
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|
U.S.A.
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|
Kenneth
D. Nelson
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|
Chief
Administrative Officer
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|
Chief
Administrative Officer of Meadow Valley Corporation and Vice President of
Ready Mix, Inc.
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|
U.S.A.
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|
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|
David
D. Doty
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|
Chief
Financial Officer
|
|
Chief
Financial Officer of Meadow Valley Corporation
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|
U.S.A.
|
Executive
Officers and Directors of Meadow Valley Holdings LLC
The name,
position, present principal occupation or employment and citizenship of each
officer and director of Meadow Valley Holdings LLC, which owns 100% of Meadow
Valley Solutions LLC, is set forth below. The business address of
each of Ted W. Beneski, Victor L. Vescovo, Conner Searcy and Chris Zugaro is c/o
Insight Equity Management Company LLC, 1400 Civic Place, Suite 250, Southlake,
Texas 76092. The business address of each of Bradley E. Larson,
Kenneth D. Nelson and David D. Doty is c/o Meadow Valley Corporation, 4602 East
Thomas Road, Phoenix, Arizona 85018.
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|
|
|
|
Present
Principal Occupation or
Employment
|
|
|
|
|
|
|
|
|
|
|
|
Ted
W. Beneski
|
|
Chairman
of the Board and Manager
|
|
Chief
Executive Officer and Managing Partner of Insight Equity Holdings LLC and
its related investment funds and management company.
|
|
U.S.A.
|
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|
|
|
|
|
|
|
|
Victor
L. Vescovo
|
|
Managing
Director and Manager
|
|
Chief
Operating Officer and Managing Director of Insight Equity Holdings LLC and
its related investment funds and management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Conner
Searcy
|
|
Executive
Director and Manager
|
|
Partner
of Insight Equity Holdings LLC and its related investment funds and
management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Chris
Zugaro
|
|
Vice
President and Manager
|
|
Associate
of Insight Equity Holdings LLC and its related investment funds and
management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Bradley
E. Larson
|
|
Chief
Executive Officer and Manager
|
|
Chief
Executive Officer of Meadow Valley Corporation and Chief Executive Officer
of Ready Mix, Inc.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Kenneth
D. Nelson
|
|
Chief
Administrative Officer and Manager
|
|
Chief
Administrative Officer of Meadow Valley Corporation and Vice President of
Ready Mix, Inc.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
David
D. Doty
|
|
Chief
Financial Officer
|
|
Chief
Financial Officer of Meadow Valley Corporation
|
|
U.S.A.
|
Executive
Officers and Directors of Meadow Valley Resources LLC
The name,
position, present principal occupation or employment and citizenship of each
officer and director of Meadow Valley Resources LLC, which owns 100% of Meadow
Valley Holdings LLC, is set forth below. The business address of each
person listed below is c/o Insight Equity Management Company LLC, 1400 Civic
Place, Suite 250, Southlake, Texas 76092.
|
|
|
|
|
Present
Principal Occupation or
Employment
|
|
|
|
|
|
|
|
|
|
|
|
Ted
W. Beneski
|
|
Chairman
of the Board and Manager
|
|
Chief
Executive Officer and Managing Partner of Insight Equity Holdings LLC and
its related investment funds and management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Victor
L. Vescovo
|
|
Managing
Director and Manager
|
|
Chief
Operating Officer and Managing Director of Insight Equity Holdings LLC and
its related investment funds and management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Conner
Searcy
|
|
Executive
Director
|
|
Partner
of Insight Equity Holdings LLC and its related investment funds and
management company.
|
|
U.S.A.
|
Executive
Officers and Directors of Insight Equity Holdings I LLC, Insight Equity Holdings
LLC, Insight Equity (Affiliated Coinvestors) GP I LLC and Insight Equity
(Cayman) I GP Ltd.
The name,
position, present principal occupation or employment and citizenship of the
officers and directors of each of Insight Equity Holdings I LLC, Insight Equity
Holdings LLC, Insight Equity (Affiliated Coinvestors) GP I LLC and Insight
Equity (Cayman) I GP Ltd. is set forth below. The business address of
each person listed below is c/o Insight Equity Management Company LLC, 1400
Civic Place, Suite 250, Southlake, Texas 76092.
|
|
|
|
|
Present
Principal Occupation or
Employment
|
|
|
|
|
|
|
|
|
|
|
|
Ted
W. Beneski
|
|
Chief
Executive Officer and Managing Partner
|
|
Chief
Executive Officer and Managing Partner of Insight Equity Holdings LLC and
its related investment funds and management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Victor
L. Vescovo
|
|
Chief
Operating Officer and Managing Director
|
|
Chief
Operating Officer and Managing Director of Insight Equity Holdings LLC and
its related investment funds and management company.
|
|
U.S.A.
|
|
|
|
|
|
|
|
|
|
Conner
Searcy
|
|
Partner
|
|
Partner
of Insight Equity Holdings LLC and its related investment funds and
management company.
|
|
U.S.A.
|
