UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*

RMX Holdings, 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: Conner 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
 
 
 
July 9, 2010
( 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
 
(a)           
(b)
o
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)           
(b)
o
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)           
(b)
o
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 APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           
(b)
o
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 I LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           
(b)
o
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)           
(b)
o
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 Holdings I LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           
(b)
o
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)           
(b)
o
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)           
(b)
o
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)           
(b)
o
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 PERSON
       IN
   

 
 
 
 
           
1.
NAMES OF REPORTING PERSONS
       Robert W. Bottcher
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)           
(b)
o
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
   
 
 
 
 
 
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Schedule 13D originally filed by Meadow Valley Parent Corp., a Delaware corporation (“Meadow Valley Parent”), 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 Delaware 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 States of America (collectively, the “Reporting Persons”) 1 on February 5, 2009 (the “Initial Statement”), as amended by Amendment No. 1 thereto (“Amendment No. 1”) filed on March 17, 2009, Amendment No. 2 thereto (“Amendment No. 2”) filed on June 18, 2009, Amendment No. 3 thereto (“Amendment No. 3”) filed on February 1, 2010 and Amendment No 4. thereto (“Amendment No. 4”) filed on May 12, 2010, with respect to the common stock, par value $0.001 per share (the “Common Stock”), of RMX Holdings, Inc. f/k/a Ready Mix, Inc. (the “Issuer” or “RMX”).  The Initial Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, is referred to herein as the “Schedule 13D.”  The Reporting Persons have entered into a Joint Filing Agreement, dated as of July 12, 2010, a copy of which is attached as Exhibit 99.1 hereto.  Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings given in the Initial Statement.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

On July 9, 2010, Meadow Valley Parent sent a letter (the “Letter”) to the board of directors (the “Board”) of the Issuer urging the Board to either (i) promptly declare a special cash distribution in the amount of $5,000,000 and undertake immediate action to conduct a 1-for-2,645,212 reverse stock split of its issued and outstanding shares of Common Stock cashing out fractional shares at a price of $0.40 per share, subject to certain adjustments (“Proposed Transaction 1”), or (ii) promptly declare a special cash distribution in the amount of $5,000,000, cease all payments of director compensation, minimize or eliminate all operating expenses and initiate a liquidation process (“Proposed Transaction 2”).  If successful, completion of Proposed Transaction 1 would, among other things, (i) cause Meadow Valley Parent to become the sole stockholder of the Issuer, (ii) cause the delisting of the Common Stock from the NYSE Amex LLC to the extent such delisting had not already occurred, (iii) cause the Common Stock to become eligible for termination of registration pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and (iv) result in a change to the current composition of the Board.  If successful, completion of Proposed Transaction 2 would, among other things, (i) cause a liquidation involving the Issuer, (ii) cause the delisting of the Common Stock from the NYSE Amex LLC to the extent such delisting had not already occurred and (iii) cause the Common Stock to become eligible for termination of registration pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

The description of the Letter contained herein is qualified in its entirety by the Letter set forth as Exhibit 99.2 hereto, which is incorporated herein by reference.

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 13D or such as would occur in connection with any of the proposals discussed in this Schedule 13D.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:

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.
 
 
 
 
 
The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits.

Item 7 of Schedule 13D is hereby amended and supplemented by the addition of the following exhibits:

     
 
Exhibit 99.1
Joint Filing Agreement, dated July 12, 2010.
     
 
Exhibit 99.2
Letter, dated July 9, 2010, from Meadow Valley Parent Corp. to the Board of Directors of RMX Holdings, Inc.
     
 
 
 
 
 
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:  July 12, 2010
 
       
 
MEADOW VALLEY PARENT CORP.
   
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
   
   
 
MEADOW VALLEY SOLUTIONS LLC
   
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
   
   
 
MEADOW VALLEY HOLDINGS LLC
   
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
       
       
 
MEADOW VALLEY RESOURCES LLC
   
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
       
 
INSIGHT EQUITY I LP
   
 
By:
Insight Equity GP I LP
 
By:
Insight Equity Holdings I LLC
     
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
       
       
 
INSIGHT EQUITY GP I LP
   
 
By:
Insight Equity Holdings I LLC
     
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
 
 
 
 

       
 
INSIGHT EQUITY HOLDINGS I LLC
       
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
       
       
 
INSIGHT EQUITY HOLDINGS LLC
     
 
By:
/s/ Robert J. Conner
   
Name:
Robert J. Conner
   
Title:
Attorney-in-fact
       
       
 
BRADLEY E. LARSON
   
 
/s/ Bradley E. Larson
   
   
 
KENNETH D. NELSON
   
 
/s/ Kenneth D. Nelson
   
   
 
ROBERT W. BOTTCHER
   
 
/s/ Robert W. Bottcher
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