- Amended Statement of Beneficial Ownership (SC 13D/A)
May 12 2010 - 8:40AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
|
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
|
|
|
|
May
11, 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. 4 (“Amendment No. 4”) 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 and
Amendment No. 3 thereto (“Amendment No. 3”) filed on February 1, 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 and this Amendment No. 4, is referred to herein as the “Schedule
13D.” The Reporting Persons have entered into a Joint Filing
Agreement, dated as of May 12, 2010, a copy of which is attached as Exhibit 99.1
hereto. Capitalized terms used but not defined in this Amendment No.
4 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 May
11, 2010, Meadow Valley Parent sent a letter (the “Letter”) to the board of
directors (the “Board”) of the Issuer encouraging the Board to (i) promptly
declare a special cash distribution in the amount of $5,000,000 and (ii)
undertake immediate action to conduct a 1 for 2,645,212 reverse stock split of
its issued and outstanding shares of Common Stock (the “Proposed
Transaction”). If successful, completion of the Proposed Transaction
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 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. Meadow Valley Parent encouraged the Board in the Letter to
form a special committee to determine what is in the best interests of all of
the Issuer’s stockholders and stated that is was ready to work with the special
committee to complete the Proposed Transaction quickly and cost
effectively.
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.
Meadow
Valley Contractors, Inc., a Nevada corporation (“MVCI”) and a subsidiary of
Meadow Valley Parent, had proposed to the Issuer that it purchase the office
building owned by the Issuer and located at 4602. E. Thomas Road Phoenix,
Arizona (the “Office Building”), as reported in Amendment No. 3. MVCI
has determined not to pursue the purchase of the Office Building pending the
outcome of the Issuer’s response to the Proposed Transaction.
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. 4 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:
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Exhibit
99.1
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Joint
Filing Agreement, dated May 12, 2010.
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Exhibit
99.2
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Letter,
dated May 11, 2010, from Meadow Valley Parent Corp. to the Board of
Directors of RMX Holdings, Inc.
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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: May
12, 2010
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MEADOW
VALLEY PARENT CORP.
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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MEADOW
VALLEY SOLUTIONS LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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MEADOW
VALLEY HOLDINGS LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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MEADOW
VALLEY RESOURCES LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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INSIGHT
EQUITY I LP
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By:
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Insight
Equity GP I LP
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By:
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Insight
Equity Holdings I LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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INSIGHT
EQUITY GP I LP
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By:
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Insight
Equity Holdings I LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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INSIGHT
EQUITY HOLDINGS I LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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INSIGHT
EQUITY HOLDINGS LLC
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By:
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/s/
Robert J. Conner
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Name:
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Robert
J. Conner
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Title:
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Attorney-in-fact
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BRADLEY
E. LARSON
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/s/
Bradley E. Larson
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KENNETH
D. NELSON
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/s/
Kenneth D. Nelson
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ROBERT
W. BOTTCHER
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/s/
Robert W.
Bottcher
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