t68482_sc13da.htm

0001188112-10-001770.txt : 20100712 0001188112-10-001770.hdr.sgml : 20100712 20100712172150 ACCESSION NUMBER: 0001188112-10-001770 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100712 DATE AS OF CHANGE: 20100712 GROUP MEMBERS: BRADLEY E. LARSON GROUP MEMBERS: INSIGHT EQUITY GP I LP GROUP MEMBERS: INSIGHT EQUITY HOLDINGS I LLC GROUP MEMBERS: INSIGHT EQUITY HOLDINGS LLC GROUP MEMBERS: INSIGHT EQUITY I LP GROUP MEMBERS: KENNETH D. NELSON GROUP MEMBERS: MEADOW VALLEY HOLDINGS LLC GROUP MEMBERS: MEADOW VALLEY PARENT CORP. GROUP MEMBERS: MEADOW VALLEY RESOURCES LLC GROUP MEMBERS: MEADOW VALLEY SOLUTIONS LLC GROUP MEMBERS: ROBERT W. BOTTCHER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMX Holdings, Inc. CENTRAL INDEX KEY: 0001317405 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 860830443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81535 FILM NUMBER: 10948748 BUSINESS ADDRESS: STREET 1: 4602 EAST THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 602-957-2722 MAIL ADDRESS: STREET 1: 4602 EAST THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 FORMER COMPANY: FORMER CONFORMED NAME: Ready Mix, Inc. DATE OF NAME CHANGE: 20050210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Insight Equity Holdings LLC CENTRAL INDEX KEY: 0001453028 IRS NUMBER: 010731485 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INSIGHT EQUITY MANAGEMENT CO. LLC STREET 2: 1400 CIVIC PLACE, SUITE 250 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: (817) 488-7775 MAIL ADDRESS: STREET 1: C/O INSIGHT EQUITY MANAGEMENT CO. LLC STREET 2: 1400 CIVIC PLACE, SUITE 250 CITY: SOUTHLAKE STATE: TX ZIP: 76092 SC 13D/A 1 t68482_sc13da.htm SC 13D AMENDMENT NO. 5 t68482_sc13da.htm

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 l iability 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

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

JOINT FILING AGREEMENT

This will confirm the agreement by and between the undersigned that the statement on Schedule 13D (the “Schedule”) filed on or about this date to which this Agreement is an exhibit, is being filed by and on behalf of each of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each person on whose behalf the Schedule is filed (i) is responsible for the timely filing of such Schedule and any amendments thereto and the completeness and accuracy of the information concerning such person contained therein, and (ii) is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurat e.

This Agreement may be executed in one or more counterparts by each of the undersigned and each of which, taken together, shall constitute one and the same instrument.

Dated: July 12, 2010

[Signatures on following pages.]


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

EX-99.2 3 ex99-2.htm EXHIBIT 99.2 ex99-2.htm

Exhibit 99.2

Meadow Valley Parent Corp.

c/o 1400 Civic Place, Suite 250

Southlake, Texas 76092

July 9, 2010

The Board of Directors of RMX Holdings, Inc.

4602 East Thomas Road,

Phoenix, Arizona

Gentlemen,

Over the past several months, it has become apparent that the board of directors of RMX Holdings, Inc. (“RMX”) has refused to take the steps necessary to permit existing stockholders to realize a return on their investment. RMX has no operating assets, continues to burn significant cash without creating any value for its stockholders and holds an illiquid office building in a highly distressed real estate market. At the same time, RMX’s common stock has become a virtually illiquid asset. The continued public reporting, board member compensation and overhead at RMX serves no business purpose and is rapidly reducing value for RMX’s stockholders. As the majority holder of RMX’s issued and outstanding stock, we believe it is imperative that the board of directors undert ake immediate action to prevent the wasting of RMX’s assets and allow stockholders to realize a return on their investment.

The board of directors initiated a sale process for the RMX business in mid-2009 and has had more than ample time to evaluate potential strategic alternatives for the remaining cash and assets. The board’s intransigent slow pace in evaluating strategic alternatives is only reducing stockholder value while allowing for the continued collection of directors’ fees. To summarize, we believe the two most attractive alternatives are as follows:

Option 1

Under the first option, the board of directors would promptly declare a special cash distribution in the amount of $5,000,000. Immediately following the special cash distribution, the board of directors would conduct a reverse stock split of its issued and outstanding shares of common stock. Given practical considerations, we anticipate that the reverse stock split would occur following the record date set for the aforementioned special cash distribution. Meadow Valley Parent Corp. (“Meadow Valley”) would support a 1-for-2,645,212 reverse stock split that would leave Meadow Valley as the sole stockholder of RMX. Meadow Valley would also support paying the remaining stockholders cash in lieu of their fractional shares, following the special distribution described above, at a price of $0.40 per share, subject to to an adjustment based on interim organizational expenses, contingent liabilities and other expenses.

We believe the board of directors is significantly overvaluing RMX’s remaining illiquid assets. By way of example, notwithstanding any belief the board may have with respect to a higher valuation for the Phoenix office building, we are confident that the actual current value of the building is approximately $650,000, after taking into account such factors as (i) the length of time required to sell the building in the severely depressed Phoenix commercial real estate market (potentially up to two years), (ii) the ongoing operating expenses (insurance, maintenance, utilities, taxes, etc.) of the building and its management, (iii) broker fees, (iv) the time value of money and (v) the fact that Meadow Valley is the sole tenant at the property pursuant to a month-to-month lease.

As a result, we believe that a special cash distribution followed by a reverse stock split that pays the stockholders $0.40 per share for their stock, subject to adjustment as described above, is fair and in the best interests of RMX’s stockholders. However, we also view time as of the essence and would support the above stated fractional share cash out valuation only in the event the transaction commences immediately and is completed within 60 days of the date of this letter. If the board of directors does not take immediate action, any future support we may offer in this regard would be at a lower valuation.

Option 2

Under the second option, the board of directors would promptly declare a special cash distribution in the amount of $5,000,000 so that existing stockholders could again realize a return on their investment. Immediately following the special cash distribution, the individual members of the board of directors would cease to collect fees for their services and would work to minimize and/or eliminate all operating and cash expenditures. In addition, the board of directors would initiate a liquidation process whereby RMX would wind down its affairs and sell its remaining assets on an expedited basis with net cash proceeds being distributed to the stockholders. We estimate that the liquidation process described above would require at least 18 months to complete in an orderly fashion.

* * * * *

We believe that the first option described above is the most cost-effective and efficient means of allowing RMX to convert its remaining illiquid assets to cash and exit the expensive and futile public company reporting regime. Therefore, Option 1 provides the highest price and best return for RMX’s stockholders. Due to the illiquidity of RMX’s remaining assets and requirements of state law, we believe the liquidation process described above as the second option would return substantially less to the stockholders and take substantially longer to execute.

The alternative options set forth herein represent Meadow Valley’s best and final offer of support. Although we are prepared to assist RMX to move through either of the two alternatives described above on an expedited basis, in the event the board of directors does not undertake immediate action, we will promptly pursue any and all remedies available to us to protect our remaining investment in RMX.

Our support of the proposed terms of the alternative options set forth in this letter will expire on 5:00 p.m. (Central Time) Tuesday, July 13, 2010. If you agree to work with us to implement one of the two options set forth herein, please contact the undersigned prior to such time.

Sincerely,

/s/ Ted W. Beneski

Ted W. Beneski

Chairman of the Board