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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| Item 3.03 |
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Material Modifications of Rights of Security Holders |
On July 28, 2008, Meadow Valley Corporation (“Meadow Valley” or the “Company”) announced that
it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Phoenix Parent Corp.,
a Delaware corporation (“Parent”), and Phoenix Merger Sub, Inc., a Nevada corporation and a
wholly-owned subsidiary of Parent (“Merger Sub”). Also on July 28, 2008, prior to the execution of
the Merger Agreement, the Board of Directors of the Company (the “Board”) approved, following the
unanimous recommendation of a special committee comprised entirely of independent members of the of
Board, and the Company entered into, an Amendment to Rights Agreement (the “Amendment”), amending
that certain Rights Agreement dated as of February 13, 2007 (the “Rights Agreement”), by and
between the Company and Corporate Stock Transfer, Inc., as rights agent. The Amendment, among
other things, provides that neither Parent, Merger Sub nor any of their affiliates will become an
“Acquiring Person” (as such term is defined in the Rights Agreement), none of a “Stock Acquisition
Date”, a “Distribution Date”, or a “Triggering Event” (each as defined in the Rights Agreement)
shall occur, in each case, by reason of the approval, execution or delivery of, or the consummation
of the transactions contemplated by, the Merger Agreement. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the
Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed transaction, a proxy statement of Meadow Valley and other materials
will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT MEADOW VALLEY AND THE PROPOSED TRANSACTION.
Investors will be able to obtain free copies of the proxy statement (when available) 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’ 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’ 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, WILL BE SET FORTH IN THE PROXY STATEMENT AND OTHER MATERIALS TO
BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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4.1 |
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Amendment to Rights Agreement,
dated as of July 28, 2008, by and
among Meadow Valley Corporation and
Corporate Stock Transfer, Inc. |