SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
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 I
LP
Insight Equity GP I LP
Insight Equity Holdings I
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)
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Bradley E. Larson
President and Chief Executive Officer
Meadow Valley Corporation
4602 East Thomas Road
Phoenix, Arizona 85018
(602) 437-5400
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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
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(Name, Address, and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of the
Persons Filing Statement)
with copies to:
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Gregory R. Hall, Esq.
DLA Piper LLP (US)
2415 E. Camelback Road
Suite 700
Phoenix, Arizona 85016
(480) 606-5100
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Ronald J. Lieberman, Esq.
Hunton & Williams LLP
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4139
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Robert S. Kant, Esq.
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Road
Suite 700
Phoenix, Arizona 85016
(602) 445-8000
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This statement is filed in connection with (check the
appropriate box):
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a.
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þ
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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.
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b.
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o
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The filing of a registration statement under the Securities Act
of 1933.
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c.
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o
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
þ
Check the following box if this is a final amendment reporting
the results of the
transaction:
o
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$59,986,526
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$2,358
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*
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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”).
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**
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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.
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þ
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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.
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Amount Previously Paid: $2,358
Form or Registration No.:
Schedule 14A
Filing Party: Meadow Valley
Corporation
Date Filed: September 19, 2008
Introduction
This
Rule 13e-3
Transaction Statement (the “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 I LP, a Delaware limited
partnership, Insight Equity GP I LP, a Delaware limited
partnership, and Insight Equity Holdings I LLC, a Delaware
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 preliminary
proxy statement (the “Preliminary 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 Preliminary Proxy Statement is
attached hereto as Exhibit (a)(1). A copy of the Merger
Agreement is attached to the Preliminary Proxy Statement as
Appendix A and is incorporated herein by reference. As of
the date hereof, the Preliminary Proxy Statement is in
preliminary form and is subject to completion or amendment.
Pursuant to General Instruction F to
Schedule 13E-3,
the information in the Preliminary 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 Preliminary Proxy Statement.
The cross references below are being supplied pursuant to
General Instruction G to
Schedule 13E-3
and show the location in the Preliminary 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 Preliminary Proxy Statement.
All information contained in, or incorporated by reference into,
this Transaction Statement concerning each Filing Person was
supplied by such Filing Person, and no other Filing Person,
including the Company, takes responsibility for the accuracy of
such information as it relates to any other 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.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the Preliminary Proxy Statement
under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
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Item 2.
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Subject
Company Information.
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(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 Preliminary 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 Preliminary 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 Preliminary 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 Preliminary Proxy Statement under
the following caption is incorporated herein by reference:
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
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Item 3.
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Identity
and Background of Filing Person.
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(a)
Name and Address.
The
information set forth in the Preliminary 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
Preliminary 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
Preliminary Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
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“Other Important Information Regarding Meadow
Valley — Officers and Directors of Meadow Valley”
“Important Information Regarding Investor, Merger Sub and
the Insight Group”
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Item 4.
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Terms
of the Transaction.
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(a)
Material Terms
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information set forth in the Preliminary 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 Preliminary 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 Preliminary 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
Preliminary 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.
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Item 5.
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Past
Contacts, Transactions, Negotiations, and Agreements.
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(a)
Transactions
. The information
set forth in the Preliminary Proxy Statement under the following
captions is incorporated herein by reference:
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“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
Preliminary 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”
“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
Preliminary 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.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(b)
Use of Securities
Acquired.
The information set forth in the
Preliminary 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”
“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”
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“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 Preliminary 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.
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Item 7.
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Purposes,
Alternatives, Reasons, and Effects.
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(a)
Purposes.
The information set
forth in the Preliminary 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”
(b)
Alternatives.
The information
set forth in the Preliminary 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”
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“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 Preliminary 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 — Report of Advisor 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 Preliminary 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”
“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.
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Item 8.
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Fairness
of the Transaction.
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(a)-(b)
Fairness; Factors Considered in Determining
Fairness
. The information set forth in the
Preliminary Proxy Statement under the following captions is
incorporated herein by reference:
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“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
Preliminary 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 the
fairness of the transaction. The information set forth in the
Preliminary 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 Preliminary Proxy Statement under
the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Special Meeting”
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“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 Preliminary 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”
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Item 9.
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Reports,
Opinions, Appraisals, and Negotiations.
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(a)-(b)
Report, Opinion or Appraisal; Preparer and
Summary of the Report, Opinion or Appraisal.
The
reports attached as
Exhibits (c)(1)-(c)(4)
and
(c)(7)-(c)(8)
hereto and the information set forth in the Preliminary 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 — Report of Advisor to Investor,
Merger Sub and the Insight Group”
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)(4)
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)
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.
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Item 10.
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Source
and Amounts of Funds or Other Consideration.
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(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.
8
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Item 11.
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Interest
in Securities of the Subject Company.
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(a)
Securities Ownership.
The
information set forth in the Preliminary 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 Preliminary Proxy Statement under
the following captions is incorporated herein by reference:
“Special Factors — Interests of Meadow
Valley’s Officers and Directors in the Merger”
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Item 12.
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The
Solicitation or Recommendation.
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(d)
Intent to Tender or Vote in a Going-Private
Transaction.
The information set forth in the
Preliminary 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 Preliminary 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”
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Item 13.
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Financial
Statements.
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(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 financial statements set forth in the
Company’s Quarterly Reports on
Form 10-Q
for the quarterly periods ended March 31, 2008 and
June 30, 2008, and the information set forth in the
Preliminary 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”
9
“Where You Can Find More Information”
(b)
Pro forma Information.
Not
applicable.
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Item 14.
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Persons/Assets
Retained, Employed, Compensated or Used.
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(a)
Solicitations or
Recommendations.
The information set forth in
the Preliminary 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
Preliminary 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”
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Item 15.
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Additional
Information.
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(b)
Other Material
Information.
The information set forth in the
Preliminary Proxy Statement, including all appendices thereto,
is incorporated herein by reference.
10
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(a)(1)
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Preliminary 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 September 19, 2008).
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(a)(2)
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Form of Proxy Card (incorporated herein by reference to the
Preliminary Proxy Statement on Schedule 14A filed by Meadow
Valley Corporation with the Securities and Exchange Commission
on September 19, 2008).
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(a)(3)
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Letter to Stockholders (incorporated herein by reference to the
Preliminary Proxy Statement on Schedule 14A filed by Meadow
Valley Corporation with the Securities and Exchange Commission
on September 19, 2008 ).
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(a)(4)
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Notice of Special Meeting of Stockholders (incorporated herein
by reference to the Preliminary Proxy Statement on
Schedule 14A filed by Meadow Valley Corporation with the
Securities and Exchange Commission on September 19, 2008).
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(b)(1)
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Debt Commitment Letter, dated as of July 27, 2008, of LBC
Credit Partners, Inc. to Insight Equity I LP.
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(b)(2)
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Debt Commitment Letter, dated as of July 27, 2008, of LBC
Credit Partners, Inc. to Insight Equity I LP.
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(c)(1)
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Opinion of Morgan Joseph & Co. Inc., dated
July 25, 2008 (incorporated herein by reference to
Appendix B of the Preliminary Proxy Statement on
Schedule 14A filed by Meadow Valley Corporation with the
Securities and Exchange Commission on September 19, 2008).
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(c)(2)
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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.
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(c)(3)
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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.
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(c)(4)
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Presentation, dated June 9, 2008, prepared by
Alvarez & Marsal Securities, LLC for the Special
Committee of the Board of Directors of Meadow Valley Corporation.
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(c)(5)
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Financial Projection, dated as of October 24, 2007,
prepared by ThomasLloyd Capital LLC for various potential
private equity sponsors.
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(c)(6)
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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.
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(c)(7)
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Appraisal Report, dated April 7, 2008, prepared by AccuVal
Associates, Incorporated for Insight Equity I LP.*
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(c)(8)
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Letter, dated April 11, 2008, from AccuVal Associates,
Incorporated to Insight Equity I LP.
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(d)(1)
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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 Preliminary Proxy Statement on
Schedule 14A filed by Meadow Valley Corporation with the
Securities and Exchange Commission on September 19, 2008).
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(d)(2)
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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.
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(d)(3)
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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.
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(d)(4)
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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).
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(d)(5)
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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.
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(f)
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The information set forth in the Preliminary Proxy Statement on
Schedule 14A filed by Meadow Valley Corporation with the
Securities and Exchange Commission on September 19, 2008
under the caption “Special Factors — Rights
of Dissenting Stockholders” is incorporated herein by
reference.
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(g)
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None.
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* To be filed by amendment.
11
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: September 19, 2008
MEADOW VALLEY CORPORATION
Name: David D. Doty
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Title:
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Chief Financial Officer
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PHOENIX PARENT CORP.
Name: Ted W. Beneski
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Title:
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Chairman of the Board
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PHOENIX MERGER SUB, INC.
Name: Ted W. Beneski
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Title:
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Chairman of the Board
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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
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Title:
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Chief Executive Officer and
Managing Partner
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12
INSIGHT EQUITY GP I LP
By:
Insight
Equity Holdings I LLC
Name: Ted W. Beneski
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Title:
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Chief Executive Officer and
Managing Partner
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INSIGHT EQUITY HOLDINGS I LLC
Name: Ted W. Beneski
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Title:
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Chief Executive Officer and
Managing Partner
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13
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