sc13e3za
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
(Amendment No. 5)
RULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT
OF 1934
Meadow Valley
Corporation
(Name of the Issuer)
Meadow Valley
Corporation
Phoenix Parent Corp.
Phoenix Merger Sub,
Inc.
Insight Equity Acquisition
Resources LLC
Phoenix Holdings Management
LLC
Insight Equity I
LP
Insight Equity GP I LP
Insight Equity Holdings I
LLC
Insight Equity Holdings
LLC
Bradley E. Larson
Kenneth D. Nelson
(Name of Persons Filing
Statement)
Common Stock, Par Value $0.001 Per Share
(Title of Class of
Securities)
583185103
(CUSIP Number of Class of
Securities)
| |
|
|
Bradley E. Larson
President and Chief Executive Officer
Meadow Valley Corporation
4602 East Thomas Road
Phoenix, Arizona 85018
(602) 437-5400
|
|
Insight Equity I LP
c/o Insight Equity Management Company LLC
1400 Civic Place, Suite 250
Southlake, Texas 76092
Attn: Conner Searcy
(817) 488-7775
|
(Name, Address, and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of the
Persons Filing Statement)
with copies to:
| |
|
|
|
|
Gregory R. Hall, Esq.
DLA Piper LLP (US)
2415 E. Camelback Road
Suite 700
Phoenix, Arizona 85016
(480) 606-5100
|
|
Ronald J. Lieberman, Esq.
Hunton & Williams LLP
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4139
|
|
Robert S. Kant, Esq.
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road
Suite 700
Phoenix, Arizona 85016
(602) 445-8000
|
This statement is filed in connection with (check the
appropriate box):
| |
|
|
|
|
|
a.
|
|
þ
|
|
The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
|
|
b.
|
|
o
|
|
The filing of a registration statement under the Securities Act
of 1933.
|
|
c.
|
|
o
|
|
A tender offer.
|
|
d.
|
|
o
|
|
None of the above.
|
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies: o
Check the following box if this is a final amendment reporting
the results of the
transaction: o
CALCULATION
OF FILING FEE
| |
|
|
|
|
Transaction Valuation*
|
|
|
Amount of Filing Fee**
|
|
$59,986,526
|
|
|
$2,358
|
|
|
|
|
|
|
|
|
|
*
|
|
Calculated solely for the
purpose of determining the filing fee.
The maximum aggregate
transaction value was determined based upon the sum of
(a) the product of (i) 5,180,654 shares of Meadow
Valley Corporation common stock outstanding on
September 16, 2008 and (ii) the merger consideration
of $11.25 per share and (b) the product of (i)
266,693 shares of Meadow Valley Corporation common stock
subject to currently outstanding options and (ii) the excess of
$11.25 over $4.86, the weighted average exercise price with
respect to such options (the “Total Consideration”).
|
| |
|
**
|
|
The filing fee, calculated in
accordance with the Securities Exchange Act of 1934, as amended,
was determined by multiplying 0.0000393 by the Total
Consideration.
|
| |
|
þ
|
|
Check the box if any part of the
fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid: $2,358
Form or Registration No.:
Schedule 14A
Filing Party: Meadow Valley
Corporation
Date Filed: September 19, 2008
Introduction
This Amendment No. 5 to the
Rule 13e-3
Transaction Statement (this “Transaction Statement”)
is being filed with the Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), by Meadow Valley Corporation, a Nevada corporation
(the “Company”), Phoenix Parent Corp., a Delaware
corporation (“Investor”), Phoenix Merger Sub, Inc., a
Nevada corporation (“Merger Sub”), Bradley E. Larson,
Kenneth D. Nelson, Insight Equity Acquisition Resources LLC, a
Texas limited liability company, Phoenix Holdings Management
LLC, a Delaware limited liability company, Insight Equity I
LP, a Delaware limited partnership, Insight Equity GP I LP, a
Delaware limited partnership, Insight Equity Holdings I LLC, a
Delaware limited liability company, and Insight Equity Holdings
LLC, a Texas limited liability company (collectively, the
“Filing Persons”).
This Transaction Statement relates to the Agreement and Plan of
Merger, dated as of July 28, 2008 (the “Merger
Agreement”), by and among Merger Sub, Investor and the
Company. If the Merger Agreement is approved by the
Company’s stockholders and certain other conditions to the
closing of the merger are either satisfied or waived, at the
effective time of the merger Merger Sub will be merged with and
into the Company, the separate corporate existence of Merger Sub
will cease, the Company will continue its corporate existence
under Nevada law as the surviving corporation in the merger and
become a
wholly-owned
subsidiary of Investor, and the separate corporate existence of
the Company with all of its rights, privileges, immunities,
powers, and franchises shall continue unaffected by the merger.
Upon consummation of the merger, each share of Company common
stock issued and outstanding immediately prior to the effective
time of the merger, other than as provided in the Merger
Agreement, including shares owned by the Company (as treasury
stock or otherwise), Investor, Merger Sub, or any of their
direct or indirect wholly-owned subsidiaries, will be converted
into the right to receive $11.25 in cash, without interest and
less any applicable withholding taxes.
Concurrently with the filing of this Transaction Statement, the
Company is filing with the SEC a definitive proxy statement
(the “Proxy Statement”) under Regulation 14A of
the Exchange Act, pursuant to which the Company’s board of
directors is soliciting proxies from stockholders of the Company
in connection with the merger. The Proxy Statement is attached
hereto as Exhibit (a)(1). A copy of the Merger Agreement is
attached to the Proxy Statement as Appendix A and is
incorporated herein by reference.
Pursuant to General Instruction F to
Schedule 13E-3,
the information in the Proxy Statement, including any and all
annexes, exhibits, and appendices thereto, is expressly
incorporated by reference herein in its entirety, and responses
to each item herein are qualified in their entirety by the
information contained in the Proxy Statement. The cross
references below are being supplied pursuant to General
Instruction G to
Schedule 13E-3
and show the location in the Proxy Statement of the information
required to be included in response to the items of
Schedule 13E-3.
Capitalized terms used but not defined herein have the meanings
assigned to them in the Proxy Statement.
All information contained in, or incorporated by reference into,
this Transaction Statement concerning each Filing Person was
supplied by such Filing Person.
The filing of this Transaction Statement shall not be construed
as an admission by any of the Filing Persons or by any affiliate
of a Filing Person that any Filing Person is an
“affiliate” of the Company within the meaning of
Rule 13e-3.
|
|
|
Item 1.
|
Summary
Term Sheet.
|
The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
1
|
|
|
Item 2.
|
Subject
Company Information.
|
(a) Name and Address. The
Company’s name and the address and telephone number of its
principal executive offices are as follows:
Meadow Valley Corporation
4602 East Thomas Road
Phoenix, Arizona 85018
(602) 437-5400
(b) Securities. The information
set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“Information Concerning the Special Meeting —
Record Date, Outstanding Shares and Quorum”
(c) Trading Market and Price. The
information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
“Other Important Information Regarding Meadow
Valley — Trading Market and Price for Meadow
Valley’s Common Stock”
(d) Dividends. The information set
forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“Other Important Information Regarding Meadow
Valley — Trading Market and Price for Meadow
Valley’s Common Stock”
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The
information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
|
|
|
Item 3.
|
Identity
and Background of Filing Person.
|
(a) Name and Address. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“The Parties to the Merger”
“Other Important Information Regarding Meadow
Valley — Security Ownership of Certain Beneficial
Owners and Management”
“Other Important Information Regarding Meadow
Valley — Officers and Directors of Meadow Valley”
“Important Information Regarding Investor, Merger Sub and
the Insight Group”
(b) Business and Background of
Entities. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“The Parties to the Merger”
“Other Important Information Regarding Meadow
Valley — Officers and Directors of Meadow Valley”
“Important Information Regarding Investor, Merger Sub and
the Insight Group”
(c) Business and Background of Natural
Persons. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
2
“Other Important Information Regarding Meadow
Valley — Officers and Directors of Meadow Valley”
“Important Information Regarding Investor, Merger Sub and
the Insight Group”
|
|
|
Item 4.
|
Terms
of the Transaction.
|
(a) Material Terms. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors”
“Information Concerning the Special Meeting”
“The Merger Agreement”
Appendix A — Agreement and Plan of Merger, dated as of
July 28, 2008, by and among Meadow Valley Corporation,
Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
(c) Different Terms. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Certain Effects of the
Merger”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
“Special Factors — Merger Financing”
“Special Factors — Provisions for Unaffiliated
Stockholders”
“The Parties to the Merger — Phoenix Parent
Corp.”
“The Merger Agreement — Directors and Officers
Following the Merger”
“The Merger Agreement — Consideration to be
Received in the Merger”
“The Merger Agreement — Indemnification and
Insurance”
Appendix A — Agreement and Plan of Merger, dated
as of July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
(d) Appraisal Rights. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Rights of Dissenting
Stockholders”
(e) Provisions for Unaffiliated Security
Holders. The information set forth in the
Proxy Statement under the following caption is incorporated
herein by reference:
“Special Factors — Provisions for Unaffiliated
Stockholders”
(f) Eligibility for Listing or
Trading. Not applicable.
3
|
|
|
Item 5.
|
Past
Contacts, Transactions, Negotiations, and Agreements.
|
(a) Transactions. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
(b)-(c) Significant Corporate Events; Negotiations or
Contacts. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Position of Investor, Merger
Sub and the Insight Group Regarding the Fairness of the
Merger”
“The Merger — Plans for Meadow Valley After the
Merger”
“The Merger — Interests of Meadow Valley’s
Officers and Directors in the Merger”
“Recent Developments”
“The Merger Agreement”
Appendix A — Agreement and Plan of Merger, dated
as of July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Background of the Merger”
“Special Factors — Certain Effects of the
Merger”
“Special Factors” — Interests of Meadow
Valley’s Officers and Directors in the Merger”
“The Merger Agreement”
Appendix A — Agreement and Plan of Merger, dated
as of July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
|
|
|
Item 6.
|
Purposes
of the Transaction and Plans or Proposals.
|
(b) Use of Securities
Acquired. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
4
“Special Factors — Plans for Meadow Valley After
the Merger”
“Special Factors — Certain Effects of the
Merger”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors”
“The Merger Agreement — Consideration to be
Received in the Merger”
Appendix A — Agreement and Plan of Merger, dated
as of July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
(c)(1)-(8) Plans. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Position of Investor, Merger
Sub and the Insight Group Regarding the Fairness of the
Merger”
“Special Factors — Plans for Meadow Valley After
the Merger”
“Special Factors — Certain Effects of the
Merger”
“Special Factors — Merger Financing”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
“The Merger Agreement”
Appendix A — Agreement and Plan of Merger, dated
as of July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
|
|
|
Item 7.
|
Purposes,
Alternatives, Reasons, and Effects.
|
(a) Purposes. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Plans for Meadow Valley After
the Merger”
“Special Factors — Certain Effects of the
Merger”
5
(b) Alternatives. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Position of Investor, Merger
Sub and the Insight Group Regarding the Fairness of the
Merger”
“Special Factors — Plans for Meadow Valley After
the Merger”
(c) Reasons. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Opinion of Morgan Joseph to
the Special Committee”
“Special Factors — Reports of Alvarez &
Marsal to the Special Committee”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Reports of Advisors to
Investor, Merger Sub and the Insight Group”
“Special Factors — Plans for Meadow Valley After
the Merger”
“Special Factors — Certain Effects of the
Merger”
(d) Effects. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Plans for Meadow Valley After
the Merger”
“Special Factors — Certain Effects of the
Merger”
“Special Factors — Merger Financing”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
6
“Special Factors — Material U.S. Federal Income
Tax Consequences of the Merger”
“The Merger Agreement”
Appendix A — Agreement and Plan of Merger, dated as of
July 28, 2008, by and among Meadow Valley Corporation,
Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
|
|
|
Item 8.
|
Fairness
of the Transaction.
|
(a)-(b) Fairness; Factors Considered in Determining
Fairness. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Opinion of Morgan Joseph to
the Special Committee”
“Special Factors — Reports of Alvarez &
Marsal to the Special Committee”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Position of Investor, Merger
Sub and the Insight Group Regarding the Fairness of the
Merger”
“Information Concerning the Special Meeting —
Meadow Valley Recommendation”
Appendix B — Opinion of Morgan Joseph &
Co. Inc.
The presentation dated July 25, 2008, prepared by Morgan
Joseph & Co. Inc. for the Special Committee of the
Board of Directors and the Board of Directors of the Company is
attached hereto as Exhibit (c)(2) and is incorporated by
reference herein.
(c) Approval of Security
Holders. The transaction is not structured so
that approval of at least a majority of unaffiliated security
holders is required. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Position of Investor, Merger
Sub and the Insight Group Regarding the Fairness of the
Merger”
“Information Concerning the Special Meeting —
Record Date, Outstanding Shares and Quorum”
“Information Concerning The Special Meeting —
Required Vote, Calculation of Vote, Abstentions and Broker
Non-Votes”
(d) Unaffiliated
Representative. An unaffiliated
representative was not retained to act solely on behalf of
unaffiliated security holders for purposes of negotiating the
terms of the transaction or preparing a report concerning
7
the fairness of the transaction. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
(e) Approval of Directors. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
(f) Other Offers. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
|
|
|
Item 9.
|
Reports,
Opinions, Appraisals, and Negotiations.
|
(a)-(b) Report, Opinion or Appraisal; Preparer and
Summary of the Report, Opinion or Appraisal. The
reports attached as
Exhibits (c)(1)-(c)(5)
and
(c)(7)-(c)(17)
hereto and the information set forth in the Proxy Statement
under the following captions are incorporated herein by
reference:
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Opinion of Morgan Joseph to
the Special Committee”
“Special Factors — Reports of Alvarez &
Marsal to the Special Committee”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger“
“Special Factors — Purpose and Reasons for the
Merger of Investor, Merger Sub and the Insight Group”
“Special Factors — Reports of Advisors to
Investor, Merger Sub and the Insight Group”
“Special Factors — Reports of Advisor to YVM”
Appendix B — Opinion of Morgan Joseph &
Co. Inc.
(c) Availability of Documents. The
reports, opinions or appraisals referenced in this Item 9
and attached hereto as Exhibits
(c)(1)-(c)(5),
(c)(9)-(c)(11)
and
(c)(13)-(c)(17)
will be made available for inspection at the principal executive
offices of the Company during its regular business hours by any
interested stockholder of the Company’s common stock or any
representative of such holder that has been so designated in
writing. The reports, opinions or appraisals referenced in this
Item 9 and attached hereto as Exhibits (c)(7), (c)(8) and
(c)(12) will be made available for inspection at the principal
executive offices of Insight Equity I LP during its regular
business hours by any interested stockholder of the
Company’s common stock or any representative of such holder
that has been so designated in writing.
8
|
|
|
Item 10.
|
Source
and Amounts of Funds or Other Consideration.
|
(a)-(d) Source of Funds; Conditions; Expenses;
Borrowed Funds. The information set forth in
the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Merger Financing”
“Special Factors — Fees and Expenses”
“The Merger Agreement — Conditions to the
Merger”
Appendix A — Agreement and Plan of Merger, dated
as of July 28, 2008, by and among Meadow Valley
Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.
|
|
|
Item 11.
|
Interest
in Securities of the Subject Company.
|
(a) Securities Ownership. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
“Other Important Information Regarding Meadow
Valley — Security Ownership of Certain Beneficial
Owners and Management”
(b) Securities Transactions. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
|
|
|
Item 12.
|
The
Solicitation or Recommendation.
|
(d) Intent to Tender or Vote in a Going-Private
Transaction. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
(e) Recommendation of Others. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger and
Recommendation of the Special Committee and Board of
Directors”
“Special Factors — Position of the Rollover
Participants Regarding the Fairness of the Merger”
“Special Factors — Position of Investor, Merger
Sub and the Insight Group Regarding the Fairness of the
Merger”
“Information Concerning the Special Meeting —
Meadow Valley Recommendation”
|
|
|
Item 13.
|
Financial
Statements.
|
(a) Financial Information. The
audited consolidated financial statements set forth in the
Company’s Annual Report on
Form 10-K
for the year ended December 31, 2007, as amended, the
unaudited consolidated
9
financial statements set forth in the Company’s Quarterly
Reports on
Form 10-Q
for the quarterly periods ended March 31, 2008,
June 30, 2008 and September 30, 2008, and the
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Other Important Information Regarding Meadow
Valley — Summary of Consolidated Financial Data of
Meadow Valley”
“Other Important Information Regarding Meadow
Valley — Ratio of Earnings to Fixed Charges”
“Other Important Information Regarding Meadow
Valley — Net Book Value Per Share of Meadow Valley
Common Stock”
“Other Important Information Regarding Meadow
Valley — Trading Market and Price for Meadow
Valley’s Common Stock”
“Where You Can Find More Information”
Appendix C — Annual Report on Form 10-K for the
fiscal year ended December 31, 2007
Appendix D — Amendment No. 1 to Annual Report on
Form 10-K for the fiscal year ended December 31, 2007
Appendix E — Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2008
(b) Pro forma Information. Not
applicable.
|
|
|
Item 14.
|
Persons/Assets
Retained, Employed, Compensated or Used.
|
(a) Solicitations or
Recommendations. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
“Questions and Answers About the Special Meeting”
“Information Concerning The Special Meeting —
Proxy Solicitation and Expense”
(b) Employees and Corporate
Assets. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“Questions and Answers About the Special Meeting”
“Special Factors — Background of the Merger”
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
“Special Factors — Fees and Expenses”
“Information Concerning the Special Meeting —
Proxy Solicitation and Expense”
|
|
|
Item 15.
|
Additional
Information.
|
(b) Other Material
Information. The information set forth in the
Proxy Statement, including all appendices thereto, is
incorporated herein by reference.
10
| |
|
|
|
|
|
|
(a)(1)
|
|
|
Proxy Statement of Meadow Valley Corporation (incorporated by
reference to the Schedule 14A filed by Meadow Valley
Corporation with the Securities and Exchange Commission on
December 4, 2008).
|
|
|
(a)(2)
|
|
|
Form of Proxy Card (incorporated herein by reference to the
Proxy Statement on Schedule 14A filed by Meadow Valley
Corporation with the Securities and Exchange Commission on
December 4, 2008).
|
|
|
(a)(3)
|
|
|
Letter to Stockholders (incorporated herein by reference to the
Proxy Statement on Schedule 14A filed by Meadow Valley
Corporation with the Securities and Exchange Commission on
December 4, 2008 ).
|
|
|
(a)(4)
|
|
|
Notice of Special Meeting of Stockholders (incorporated herein
by reference to the Proxy Statement on Schedule 14A filed
by Meadow Valley Corporation with the Securities and Exchange
Commission on December 4, 2008).
|
|
|
(b)(1)
|
|
|
Debt Commitment Letter, dated as of July 27, 2008, of LBC
Credit Partners, Inc. to Insight Equity I LP.*
|
|
|
(b)(2)
|
|
|
Debt Commitment Letter, dated as of July 27, 2008, of LBC
Credit Partners, Inc. to Insight Equity I LP.*
|
|
|
(c)(1)
|
|
|
Opinion of Morgan Joseph & Co. Inc., dated
July 25, 2008 (incorporated herein by reference to
Appendix B of the Proxy Statement on Schedule 14A
filed by Meadow Valley Corporation with the Securities and
Exchange Commission on December 4, 2008).
|
|
|
(c)(2)
|
|
|
Presentation, dated July 25, 2008, prepared by Morgan
Joseph & Co. Inc. for the Special Committee of the
Board of Directors and the Board of Directors of Meadow Valley
Corporation.*
|
|
|
(c)(3)
|
|
|
Draft Presentation, dated April 7, 2008, prepared by
Alvarez & Marsal Securities, LLC for the Special
Committee of the Board of Directors of Meadow Valley
Corporation.*
|
|
|
(c)(4)
|
|
|
Presentation, dated June 9, 2008, prepared by
Alvarez & Marsal Securities, LLC for the Special
Committee of the Board of Directors of Meadow Valley
Corporation.*
|
|
|
(c)(5)
|
|
|
Financial Projection, dated as of October 24, 2007,
prepared by ThomasLloyd Capital LLC for various potential
private equity sponsors.*
|
|
|
(c)(6)
|
|
|
Financial Projection, dated as of April 28, 2008, prepared
by Meadow Valley Corporation for Insight Equity I LP, Alvarez
& Marsal Securities, LLC, Morgan Joseph & Co. Inc. and
the Special Committee of the Board of Directors of Meadow Valley
Corporation.*
|
|
|
(c)(7)
|
|
|
Appraisal Report, dated April 7, 2008, prepared by AccuVal
Associates, Incorporated for Insight Equity I LP.**†
|
|
|
(c)(8)
|
|
|
Letter, dated April 11, 2008, from AccuVal Associates,
Incorporated to Insight Equity I LP.*
|
|
|
(c)(9)
|
|
|
MVCO Confidential Executive Summary, dated March 25, 2008,
prepared by Alvarez & Marsal Securities, LLC for the
Special Committee of the Board of Directors of Meadow Valley
Corporation.**
|
|
|
(c)(10)
|
|
|
Draft Presentation dated April 22, 2008, prepared by
Alvarez & Marsal Securities, LLC for the Special Committee
of the Board of Directors of Meadow Valley Corporation.**
|
|
|
(c)(11)
|
|
|
Draft Presentation dated April 29, 2008, prepared by
Alvarez & Marsal Securities, LLC for the Special Committee
of the Board of Directors of Meadow Valley Corporation.**
|
|
|
(c)(12)
|
|
|
Draft Letter Opinion of Value, dated May 10, 2008, prepared
by CMC, Inc. for Insight Equity I LP.****†
|
|
|
(c)(13)
|
|
|
Phoenix IV Buyout Analysis, dated September 12, 2007, prepared
by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
|
|
|
(c)(14)
|
|
|
Phoenix IV Buyout Analysis, dated September 19, 2007, prepared
by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
|
|
|
(c)(15)
|
|
|
Phoenix IV Buyout Analysis, dated October 25, 2007,
prepared by Thomas Lloyd Capital LLC for YVM Acquisition
Corporation.***
|
|
|
(c)(16)
|
|
|
Phoenix I Buyout Analysis, dated January 15, 2008, prepared
by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
|
|
|
(c)(17)
|
|
|
Phoenix I Buyout Analysis, dated January 15, 2008, prepared
by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
|
11
| |
|
|
|
|
|
|
(d)(1)
|
|
|
Agreement and Plan of Merger, dated July 28, 2008, by and
among Phoenix Merger Sub, Inc., Phoenix Parent Corp., and Meadow
Valley Corporation (incorporated herein by reference to
Appendix A of the Proxy Statement on Schedule 14A
filed by Meadow Valley Corporation with the Securities and
Exchange Commission on December 4, 2008).
|
|
|
(d)(2)
|
|
|
Rollover Commitment Letter, dated as of July 28, 2008, from
Phoenix Holdings Management LLC to Insight Equity Acquisition
Resources LLC, Bradley E. Larson and Kenneth D. Nelson.*
|
|
|
(d)(3)
|
|
|
Letter Agreement, dated as of July 28, 2008, from Phoenix
Holdings Management LLC to Insight Equity Acquisition Resources
LLC, Bradley E. Larson and Kenneth D. Nelson.*
|
|
|
(d)(4)
|
|
|
Amendment, dated as of July 28, 2008, to the Rights
Agreement dated as of February 13, 2007, by and between and
between Meadow Valley Corporation and Corporate Stock Transfer,
Inc., as rights agent (incorporated herein by reference to
Exhibit 4.1 to the Current Report on
Form 8-K
filed by Meadow Valley Corporation with the Securities and
Exchange Commission on July 28, 2008).
|
|
|
(d)(5)
|
|
|
Proposal Letter, dated as of April 2, 2008, by and
among Insight Equity I LP, YVM Acquisition Corporation, Bradley
E. Larson and Kenneth D. Larson.*
|
|
|
(f)
|
|
|
The information set forth in the Proxy Statement on Schedule 14A
filed by Meadow Valley Corporation with the Securities and
Exchange Commission on December 4, 2008 under the caption
“Special Factors — Rights of Dissenting
Stockholders” is incorporated herein by reference.
|
|
|
(g)
|
|
|
None.
|
|
|
| *
|
Previously filed with the SEC on September 19, 2008.
|
| |
| **
|
Previously filed with the SEC on October 27, 2008.
|
| |
| ***
|
Previously filed with the SEC on November 24, 2008.
|
|
|
| **** |
Previously filed with the SEC on December 1, 2008.
|
|
|
| † |
Certain information in this exhibit has been omitted and filed
separately with the SEC pursuant to a confidential treatment
request under
Rule 24b-2
of the Exchange Act. Omitted portions are indicated in this
exhibit with [****].
|
12
SIGNATURES
After due inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 4, 2008
MEADOW VALLEY CORPORATION
Name: David D. Doty
|
|
|
| |
Title:
|
Chief Financial Officer
|
PHOENIX PARENT CORP.
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chairman of the Board
|
PHOENIX MERGER SUB, INC.
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chairman of the Board
|
BRADLEY E. LARSON
KENNETH D. NELSON
INSIGHT EQUITY I LP
By: Insight Equity GP I LP
By: Insight Equity Holdings I LLC
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chief Executive Officer and
Managing Partner
|
13
INSIGHT EQUITY GP I LP
By: Insight Equity Holdings I LLC
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chief Executive Officer and
Managing Partner
|
INSIGHT EQUITY HOLDINGS I LLC
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chief Executive Officer and
Managing Partner
|
INSIGHT EQUITY HOLDINGS LLC
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chief Executive Officer and
Managing Partner
|
INSIGHT EQUITY ACQUISITION
RESOURCES LLC
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chairman of the Board
|
PHOENIX HOLDINGS MANAGEMENT LLC
Name: Ted W. Beneski
|
|
|
| |
Title:
|
Chairman of the Board
|
14