UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 4, 2008
MEADOW VALLEY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Nevada
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0-25428
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88-0328443
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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4602 East Thomas Road, Phoenix, Arizona 85018
(Address of Principal Executive Offices) (Zip Code)
(602) 437-5400
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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þ
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01. Other Events
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As previously announced, on July 28, 2008, Meadow Valley Corporation (“Meadow Valley”) entered into
a merger agreement (the “Merger Agreement”) with Phoenix Parent Corp. (“Investor”) and Phoenix
Merger Sub, Inc. (“Merger Sub”), both affiliates of Insight Equity I LP. To date, Meadow Valley,
Investor and Merger Sub have been unable to come to an agreement on an amendment to the Merger
Agreement to resolve Investor’s recent claim that Meadow Valley may have suffered a Material
Adverse Effect (as defined in the Merger Agreement) as a result of an alleged decrease in the fair
market value of Meadow Valley in excess of $6.0 million since July 28, 2008. The parties may
continue to engage in discussions, although there is no assurance that will be the case. There is
also no assurance that any such discussions would lead to a mutually agreeable resolution. Meadow
Valley does not believe that there has been, or will be upon closing, a decrease in the fair market
value of Meadow Valley in excess of $6.0 million, and intends to vigorously defend itself if
Investor elects to terminate the Merger Agreement based on such a claim. The Merger Agreement
remains in full force and effect and each of the parties thereto is proceeding on such basis.
Meadow Valley filed its definitive proxy statement related to the merger today and has scheduled
the Special Meeting of Stockholders to vote on the merger for December 26, 2008 at 11:00 a.m.,
Arizona time, at Doubletree Guest Suites, 320 North 44th Street, Phoenix, Arizona 85008. Meadow Valley’s board
of directors has set November 28, 2008 as the record date for the Special Meeting of Stockholders.
Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on current expectations,
estimates and projections about Meadow Valley’s business and its proposed acquisition by Investor
based, in part, on assumptions made by management. These statements, including statements regarding
the possible termination of the merger agreement and the prospect of amendments thereto, are not
guarantees of future performance and involve risks and uncertainties that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors. Such forward-looking statements speak
only as of the date on which they are made and Meadow Valley does not undertake any obligation to
update any forward-looking statement to reflect events or circumstances after the date of this
release, except as may be required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, a definitive proxy statement of Meadow Valley and
other materials have been and will be filed with the SEC.
MEADOW VALLEY URGES INVESTORS TO READ THE DEFINITIVE
PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MEADOW VALLEY AND THE PROPOSED TRANSACTION
. Investors may obtain free
copies of the definitive proxy statement as well as other documents filed with the SEC containing
information about Meadow Valley at
http://www.sec.gov
, the SEC’s free internet site. Free
copies of Meadow Valley’s SEC filings are also available on Meadow Valley’s internet site at
http://www.meadowvalley.com
. Furthermore, investors may obtain free copies of Meadow
Valley’s SEC filings by directing such request to Meadow Valley Corporation, Attn: Corporate
Secretary, 4602 East Thomas Road, Phoenix, Arizona 85018 or by requesting the same via telephone at
(602) 437-5400.
Participants in the Solicitation
Meadow Valley and its executive officers and directors may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Meadow Valley’s stockholders with respect to the
proposed transaction. Information regarding the officers and directors of Meadow Valley is
included in its Annual Report on Form 10-K/A filed with the SEC on April 29, 2008.
MORE DETAILED
INFORMATION REGARDING THE IDENTITY OF POTENTIAL PARTICIPANTS, AND THEIR DIRECT OR INDIRECT
INTERESTS, BY SECURITIES HOLDINGS OR OTHERWISE, IS SET FORTH IN THE DEFINITIVE PROXY STATEMENT AND
OTHER MATERIALS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION.
Item 9.01(d). Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press Release of Meadow Valley Corporation, dated December 4, 2008.
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2