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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
READY MIX, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
755747102
(CUSIP Number)
Bradley E. Larson
President and Chief Executive Officer
Meadow Valley Corporation
4602 E. Thomas Rd.
Phoenix, Arizona 85018
(602) 437-5400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 5, 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 13D, and is filing this schedule because of §§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 §240.13d-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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NAME OF REPORTING PERSON:
Bradley E. Larson |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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13,416(1) |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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2,645,212 |
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| EACH |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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13,416(1) |
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10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,658,628(2) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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69.8% of Common Stock(3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
(1) Represents shares of Common Stock issuable upon the exercise of fully vested options.
(2) Represents (A) 2,645,212 shares of Common Stock of the Issuer held by Meadow Valley Corporation and (B) 13,416 shares of Common Stock issuable upon the exercise of fully vested options.
(3) Based on 3,809,500 shares of Common Stock of the Issuer outstanding as of November 7, 2008, according to the Form 10-Q filed by the Issuer on November 12, 2008.
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NAME OF REPORTING PERSON:
Meadow Valley Corporation |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Nevada
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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2,645,212 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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2,645,212 |
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| WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,645,212 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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69.4% of Common Stock(1) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
(1) Based on 3,809,500 shares of Common Stock of the Issuer outstanding as of November 7, 2008, according to the Form 10-Q filed by the Issuer on November 12, 2008.
SCHEDULE 13D/A
EXPLANATORY NOTES: This Amendment No. 3 (“Amendment No. 3”) 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, as further amended by Amendment
No. 2 thereto filed by Meadow Valley on August 23, 2007 (as so amended, the “Schedule 13D”), with
the Securities and Exchange Commission with respect to the common stock, par value $0.001 per share
(the “Common Stock”), of Ready Mix, Inc. (the “Issuer”). Capitalized terms used but not defined in
this Amendment No. 3 shall have the meanings given in the Schedule 13D. Among other things, this Amendment No. 3 (i) includes Bradley E. Larson, the President and Chief
Executive Officer of Meadow Valley, as a reporting person, (ii) updates the Items of the Schedule
13D set forth below and (iii) updates the information set forth on Schedule I to the Schedule 13D,
including Footnote 4 (now Footnote 5) to the table appearing on Schedule I, which incorrectly
stated that Mr. Larson was a majority shareholder of Meadow Valley. This Amendment No. 3 includes
Mr. Larson as a reporting person because, by authorization of the Meadow Valley board of directors
in accordance with Meadow Valley’s bylaws, Mr. Larson has authority, in the name and on behalf of
Meadow Valley, to direct the voting of the Common Stock held by Meadow Valley. As a result, Mr.
Larson may be deemed to have beneficial ownership of the 2,645,212 shares of the Common Stock held
by Meadow Valley, in addition to the 13,416 shares of Common Stock issuable upon the exercise of
fully vested options held by Mr. Larson. The filing of this Schedule 13D shall not be deemed an
admission that any person is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this
Schedule.
Item 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated to read as follows:
This Amendment No. 3 is being filed by Meadow Valley and Bradley E. Larson, a citizen of the
United States of America (together, the “Reporting Persons”).1 The Reporting Persons
have entered into a Joint Filing Agreement, dated as of January 5, 2009, a copy of which is
attached as Exhibit 99.1 hereto.
Meadow Valley is principally engaged in the construction industry as both a provider of
construction services and a supplier of construction materials, and has its principal executive
offices at 4602 East Thomas Road, Phoenix, Arizona 85018. Prior to the completion of the Issuer’s
public offering in August of 2005, it had been funded, owned and controlled by Meadow Valley. Prior
to June 29, 2007, Meadow Valley owned approximately 53% of the Common Stock. On June 29, 2007,
July 11, 2007 and August 14, 2007, Meadow Valley purchased additional shares of the Common Stock in
the open market and, as of the date of this Amendment No. 3, Meadow Valley owns approximately 69.4%
of the Common Stock. The name, business address, present principal occupation or employment, and
citizenship of each executive officer and director of Meadow Valley is set forth in Schedule I
hereto and is incorporated herein by reference.
Bradley E. Larson is the President and Chief Executive Officer of Meadow Valley. His
principal business address is 4602 East Thomas Road, Phoenix, Arizona 85018.
During the last five years, neither Meadow Valley nor Mr. Larson, nor, to the knowledge of
Meadow Valley, any of the persons listed on Schedule I hereto, has been convicted in any criminal
proceeding and was not a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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 violations with respect to such laws.
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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
Securities Exchange Act of 1934, as amended. |
Item 5. INTERESTS IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated to read as follows:
(a)-(b) As of the date of this Amendment No. 3, Meadow Valley beneficially owns 2,645,212
shares of Common Stock, representing approximately 69.4% of the shares of Common Stock outstanding,
based on the 3,809,500 shares of Common Stock reported by the Issuer to be outstanding as of
November 7, 2008 in the Issuer’s Quarterly Report on Form 10-Q for its fiscal quarter ended
September 30, 2008 filed with the Securities and Exchange Commission on November 12, 2008 (the
“Latest 10-Q”). Meadow Valley has shared power to vote or to direct the vote and sole power to
dispose or to direct the disposition of the 2,645,212 shares of Common Stock held by it.
As of the date of this Amendment No. 3, Bradley E. Larson may be deemed to beneficially own
2,658,628 shares of Common Stock, 13,416 shares of which are issuable upon the exercise of fully
vested options, representing approximately 69.8% of the shares of Common Stock outstanding, based
on the 3,809,500 shares of Common Stock reported by the Issuer to be outstanding as of November 7,
2008 in the Issuer’s Latest 10-Q. Upon the exercise of his vested options, Mr. Larson will have
sole voting, investment and dispositive power over 13,416 shares of Common Stock. In addition, by
authorization of the Meadow Valley board of directors in accordance with Meadow Valley’s bylaws,
Mr. Larson has authority, in the name and on behalf of Meadow Valley, to direct the voting of the
Common Stock held by Meadow Valley. As a result, Mr. Larson may be deemed to have shared power to
vote or to direct the vote of the 2,645,212 shares of Common Stock held by Meadow Valley. The
filing of this Schedule 13D shall not be deemed an admission that any person is, for purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of
any equity securities covered by or described in this Schedule.
The aggregate number of shares of Common Stock owned by the persons listed on Schedule I, the
respective percentage of the class represented by such shares and the voting rights associated with
such shares are as set forth on Schedule I hereto.
(c) During the past sixty days, no transactions in the Common Stock have been effected by the
Reporting Persons or any of the other persons listed on Schedule I.
(d) Except with respect to the shares of Common Stock that are pledged to The CIT
Group/Equipment Financing, Inc. (“CIT”) as described in Item 6 of this Schedule 13D, the Reporting
Persons hold all rights associated with their 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.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
Meadow Valley was previously party to a Stock Pledge Agreement, executed as of December 14, 16
and 19, 2005, with Arch Insurance Company and Corporate Stock Transfer (the “Arch Pledge
Agreement”) whereby 1,825,000 shares of the Common Stock were pledged as collateral for surety
bonds provided by Arch Insurance Company to Meadow Valley. The Arch Pledge Agreement and the
shares pledged thereunder were released by Arch Insurance Company on September 22, 2008.
Meadow Valley is party to a Stock Pledge Agreement, dated as of November 29, 2005, with CIT
and Corporate Stock Transfer (the “CIT Pledge Agreement”) whereby 2,025,000 shares of the Common
Stock are pledged as collateral for loans made by CIT to Meadow Valley or its subsidiaries. CIT
has a first and prior lien on all 2,025,000 shares of Common Stock pledged to it pursuant to the
CIT Pledge Agreement.
In the event of a default by Meadow Valley in any of its loan obligations with CIT, CIT may
take possession of any or all of such shares and will have any and all rights of ownership thereto.
Meadow Valley is party to the Agreement and Plan of Merger, dated as of July 28, 2008 (the
“Merger Agreement”), with Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.), a Delaware
corporation (“Parent”), and Phoenix Merger Sub, Inc., a Nevada corporation and wholly owned
subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, other than in connection
with routine matters that were voted upon at the Issuer’s 2008 Annual Meeting, Meadow Valley agreed
not to vote, or give written or other consent with respect to, any shares of the capital stock of
the Issuer which Meadow Valley or any of its subsidiaries holds or has the right to exercise voting
control over, other than pursuant to the written instructions of 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
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
Exhibit 99.1 Joint Filing Agreement, dated January 5, 2009.
SIGNATURES
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.
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| Dated: January 5, 2009 |
MEADOW VALLEY CORPORATION
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By: |
/s/ David D. Doty
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Name: |
David D. Doty |
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Title: |
Chief Financial Officer |
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BRADLEY E. LARSON |
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/s/ Bradley E. Larson |
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SCHEDULE I
The name and present principal occupation of each director and executive officer of Meadow
Valley Corporation (“Meadow Valley”) are set forth below. Also set forth below is the aggregate
number of shares of Common Stock owned by each person, the percentage of the class represented by
such shares, and the voting rights with respect to such shares. The business address for each
person listed below is c/o Meadow Valley Corporation, 4602 E. Thomas Road, Phoenix, Arizona 85018,
and each person listed below is a United States citizen.
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Number of |
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Percentage of |
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Voting |
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Shares of |
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Class |
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Rights with |
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Common Stock |
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Represented by |
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Respect to |
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of Ready Mix, |
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Shares |
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Shares |
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Inc. Beneficially |
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Beneficially |
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Beneficially |
| Name and Address |
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Present Principal Occupation |
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Owned (1) |
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Owned (2) |
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Owned (1) |
Bradley E. Larson*
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President, Chief Executive Officer
and Director of Meadow Valley
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2,658,628 |
(3) (5) |
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69.8 |
% |
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(1 |
) (5) |
Kenneth D. Nelson*
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Vice President, Chief
Administrative Officer and Director
of Meadow Valley
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13,416 |
(3) |
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** |
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(1 |
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David D. Doty
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Chief Financial Officer, Principal
Accounting Officer, Secretary and
Treasurer of Meadow Valley
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13,416 |
(3) |
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** |
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(1 |
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Don A. Patterson*
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President of Charles Cowan &
Associates, Ltd.
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23,416 |
(4) |
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** |
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(1 |
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Charles R. Norton*
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Vice President of Trinity Industries
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23,416 |
(4) |
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** |
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(1 |
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Charles E. Cowan*
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Chief Executive Officer of Legacy
Window Coverings, LLC
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23,416 |
(4) |
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** |
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(1 |
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Director of Meadow Valley |
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Less than 1% |
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| (1) |
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Beneficial ownership includes direct and indirect ownership of shares of Common Stock, including rights to acquire beneficial ownership of shares upon the
exercise of stock options exercisable as of January 5, 2009 and that would become exercisable within 60 days of such date. Unless otherwise indicated, each
person listed above has sole voting and investment power over the shares listed as beneficially owned by such shareholder, subject to community property laws
where applicable. |
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Based on 3,809,500 shares of Common Stock of the Issuer outstanding as of November 7, 2008, according to the Form 10-Q filed by the Issuer on November 12, 2008. |
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Consists of vested portion of stock options to purchase 16,750 shares of Common Stock. |
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Consists of vested portion of stock options to purchase 26,750 shares of Common Stock. |
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Mr. Larson is President and Chief Executive Officer and a shareholder of Meadow Valley, which owns 2,645,212 shares of the Common Stock. By authorization of
the Meadow Valley board of directors in accordance with Meadow Valley’s bylaws, Mr. Larson has authority, in the name and on behalf of Meadow Valley, to direct
the voting of the Common Stock held by Meadow Valley. As a result, Mr. Larson may be deemed a beneficial owner of the 2,645,212 shares of Common Stock held by
Meadow Valley under the rules of the SEC. The filing of this Schedule 13D shall not be deemed an admission that Mr. Larson is, for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by or described in this Schedule 13D. |