8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 23, 2009

Dayton Superior Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware	1-11781	31-0676346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7777 Washington Village Drive, Dayton, Ohio	45459
(Address of Principal Executive Offices)	(Zip Code)

(937) 428-6360
Registrant's telephone number, including area code

Not applicable
(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):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

On July 23, 2009, Dayton Superior Corporation (the “Company”) filed a proposed plan of reorganization (the “Plan”) and disclosure statement with the United States Bankruptcy Court for the District of Delaware in Wilmington.  Under the Plan, which the Company believes has the support of an overwhelming majority of the secured and unsecured creditors, approximately $161 million of the Company’s Senior Subordinated Notes due 2009 will be converted to equity. Qualified prepetition note holders would have the right to purchase additional shares of stock of the reorganized Dayton Superior through a $100.0 million rights offering. Pursuant to the backstop rights purchase agreement with the Company (which is subject to the satisfaction of certain conditions), two of the largest prepetition note holders, Oaktree Capital Management, L.P. and Solus Alternative Asset Management LP, have agreed to provide a $100 million backstop for any unsubscribed portion of the rights offering, and the Company is obligated to pay Oaktree and Solus, in addition to the reimbursement of expenses, a commitment fee or alternative transaction fee upon the occurrence of certain events. Oaktree and Solus would own a substantial majority of the stock of the reorganized Dayton Superior upon its emergence from chapter 11 as a privately owned company.  The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the backstop rights purchase agreement and the Plan, each of which has been filed in connection with the Company’s ongoing chapter 11 bankruptcy case.

Item 8.01     Other Events.

On July 24, 2009, the Dayton Superior Corporation issued a press release announcing that it has filed a proposed plan of reorganization and disclosure statement with the United States Bankruptcy Court for the District of Delaware in Wilmington. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.  The following are furnished as exhibits to this Form 8-K pursuant to Item 601 of Regulation S-K:

99.1 Press Release dated July 24, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	July 27, 2009
		DAYTON SUPERIOR CORPORATION
		By:	/s/ Edward J. Puisis
			Name:	Edward J. Puisis
			Title:	Executive Vice President and
				Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 24, 2009.

EX-99.1

Exhibit 99.1

Dayton Superior Files Proposed Plan of Reorganization

Marks Important Step on Path to Exit from Chapter 11

DAYTON, Ohio--(BUSINESS WIRE)--July 24, 2009--Dayton Superior Corporation (Pink Sheets: DSUPQ) (the “Company”), the leading North American provider of specialized products for the nonresidential concrete construction market, today announced that it has filed a proposed plan of reorganization (the “Plan”) and disclosure statement with the United States Bankruptcy Court for the District of Delaware in Wilmington. A hearing to consider the adequacy of the disclosure statement is scheduled for August 24, 2009.

Under the Plan, which the Company believes has the support of an overwhelming majority of the secured and unsecured creditors, approximately $161 million of the Company’s 13% Senior Subordinated Notes due 2009 will be converted to equity. Qualified prepetition note holders would have the right to purchase additional shares of stock of the reorganized Dayton Superior through a $100 million rights offering. Pursuant to a backstop agreement with the Company (which is subject to the satisfaction of certain conditions), two of the largest prepetition note holders, Oaktree Capital Management, L.P. and Solus Alternative Asset Management LP, have agreed to provide a $100 million backstop for any unsubscribed portion of the rights offering. Oaktree and Solus would own a substantial majority of the stock of the reorganized Dayton Superior upon its emergence from chapter 11 as a privately owned company.

“The commitment of Oaktree and Solus to backstop the rights offering is a strong statement of support by current investors in the future growth and profitability of the Company,” said Rick Zimmerman, Dayton Superior's President and Chief Executive Officer.

“Today’s filing of the proposed plan of reorganization and disclosure statement represents a significant step on the path to emerging efficiently and quickly from chapter 11,” said Zimmerman. “Under the plan, the new Dayton Superior would emerge as a stronger company with substantially lower debt and a sustainable long-term capital structure. We believe we are on track in the reorganization process to where the final plan could be confirmed by the Court within the next 60-75 days.”

As previously announced, Dayton Superior filed a voluntary petition for reorganization under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in Wilmington on April 19, 2009. Additional information about the filing for creditors and other parties is available through a link on the Company website, www.daytonsuperior.com.

While the Company is in chapter 11, investments in its securities will be highly speculative. Investors should assume that shares of the Company's common stock have no value. Under the proposed plan of reorganization, existing shares of the Company's common stock would be cancelled upon consummation of the Company’s reorganization with no consideration being paid for such shares. The outcome of the chapter 11 restructuring case is uncertain and subject to substantial risk. There can be no assurance that the Company will be successful in achieving its financial reorganization.

ABOUT DAYTON SUPERIOR CORPORATION

Dayton Superior is the leading North American provider of specialized products consumed in nonresidential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, nonresidential construction market. Our products can be found on construction sites nationwide and are used in nonresidential construction projects, including: infrastructure projects, such as highways, bridges, airports, power plants and water management projects; institutional projects, such as schools, stadiums, hospitals and government buildings; and commercial projects, such as retail stores, offices and recreational, distribution and manufacturing facilities.

Note: Certain statements made herein concerning anticipated future performance are forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation):

• Depressed or fluctuating market conditions for the Company's products and services;
• operating restrictions imposed by the Company's existing debt;
• increased raw material costs and operating expenses;
• the ability to increase manufacturing efficiency, leverage purchasing power and broaden the Company's distribution network;
• the competitive nature of the nonresidential construction industry in general, as well as specific market areas;
• the Company's ability to obtain court approval with respect to its motions in the chapter 11 proceedings;
• the ability of the Company to operate pursuant to the terms of the DIP facility;
• the ability of the Company to prosecute, develop and consummate a plan of reorganization with respect to the chapter 11 proceedings;
• risks associated with third-party motions in the chapter 11 proceedings, which may interfere with the Company's ability to develop and consummate a consensual plan of reorganization; and
• the potential adverse effects of the chapter 11 proceedings on the Company's liquidity or results of operations.

This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

In drawing conclusions set out in our forward-looking statements above, we have assumed, among other things: the ability of the Company to obtain court approval with respect to its motions in the chapter 11 proceedings; the ability of the Company to operate pursuant to the terms of the DIP facility; the ability of the Company to prosecute, develop and consummate a plan of reorganization with respect to the chapter 11 proceedings; that the Company will be able to manage the risks associated with third party motions in the chapter 11 proceedings and they will not interfere with the Company's ability to develop and consummate a plan of reorganization; and the Company will be able to adequately manage any potential adverse effects of the chapter 11 proceedings on the Company's liquidity or results of operations.

CONTACT:
Dayton Superior Corporation
Edward J. Puisis, 937-428-7172
Executive Vice President & CFO
Fax: 937-428-9115