sc13d

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O2d2SmW3IN4DGt1upnTr9yEAYQeRNumXt7u87f9FHW8ZqrGesihloN37z10let5B XA+j0o8jQxbQuEcuiDYe/A== 0000950153-07-001491.txt : 20070712 0000950153-07-001491.hdr.sgml : 20070712 20070712172706 ACCESSION NUMBER: 0000950153-07-001491 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070712 DATE AS OF CHANGE: 20070712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ready Mix, 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81535 FILM NUMBER: 07977097 BUSINESS ADDRESS: STREET 1: 3430 E. FLAMINGO STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 702-433-2090 MAIL ADDRESS: STREET 1: 3430 E. FLAMINGO STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEADOW VALLEY CORP CENTRAL INDEX KEY: 0000934749 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 880328443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6024375400 MAIL ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 SC 13D 1 p74078sc13d.htm SC 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

READY MIX, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

755747102

(CUSIP Number)

Meadow Valley Corporation
4602 E. Thomas Rd.
Phoenix, Arizona 85018
(602) 437-5400

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 2, 2007

(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 13D, and is filing this schedule because of §§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 §240.13d-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).


CUSIP No.		755747102

NAMES OF REPORTING PERSONS:

Meadow Valley Corporation

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Nevada

SOLE VOTING POWER:

NUMBER OF

2,501,550

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

2,501,550

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,501,550

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

65.7% of Common Stock ⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1)

Based on 3,807,500 shares of Common Stock of the Issuer outstanding as of May 2, 2007, according to the Form 10-Q filed by the Issuer on May 9, 2007.

TABLE OF CONTENTS


	Item 1. SECURITY AND ISSUER
	Item 2. IDENTITY AND BACKGROUND
	Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	Item 4. PURPOSE OF TRANSACTION
	Item 5. INTERESTS IN SECURITIES OF THE ISSUER
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
	Item 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURES
EX-1
EX-2
EX-3

SCHEDULE 13D

Item 1. SECURITY AND ISSUER

This Statement of Beneficial Ownership on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Ready Mix, Inc. (the “Issuer”), having its principal executive offices at 3430 East Flamingo Road, Suite 100, Las Vegas, Nevada 89121.

Item 2. IDENTITY AND BACKGROUND

This Schedule 13D is filed by Meadow Valley Corporation, a Nevada corporation (“Meadow Valley”). Meadow Valley is principally engaged in the construction industry as both a provider of construction services and a supplier of construction materials, and has its principal executive offices at 4602 East Thomas Road, Phoenix, Arizona 85018. Prior to the completion of the Issuer’s public offering in August of 2005, it had been funded, owned and controlled by Meadow Valley. Prior to July 2, 2007, Meadow Valley owned approximately 53% of the Issuer’s common stock. On July 2, 2007, Meadow Valley purchased additional shares of the Issuer’s Common Stock in the open market and as of the date of this Schedule 13D owns approximately 65.7% of the Issuer’s common stock.

The name, business address, present principal occupation or employment, and citizenship of each executive officer and director of Meadow Valley is set forth in Schedule I hereto and is incorporated herein by reference.

During the last five years, neither Meadow Valley, nor, to the knowledge of Meadow Valley, any of the persons listed on Schedule I hereto, has been convicted in any criminal proceeding and was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On July 2, 2007, Meadow Valley purchased 476,550 shares of the Issuer’s Common Stock from a shareholder of the Issuer. The total amount of funds expended for this purchase of the Common Stock was $6,790,837.50. These funds were from cash on hand generated by Meadow Valley’s operations.

Item 4. PURPOSE OF TRANSACTION

Prior to the recent acquisition of additional shares of the Issuer, Meadow Valley and the Issuer already had several officers and directors in common and Meadow Valley was the majority shareholder of the Issuer. Meadow Valley believes that its acquisition and holding of the Issuer’s Common Stock fits within its long-standing strategy to 1) to diversify within different sectors of the construction industry, 2) to improve margins, and 3) to build long-term shareholder value.

Meadow Valley has previously stated that it believes it is currently in the best interests of Meadow Valley and its shareholders to retain its investment in the Issuer. Meadow Valley believes that the retention and recent acquisition of the Issuer’s stock plays a significant role in the day to day operations of Meadow Valley because (1) the Issuer’s stock owned by Meadow Valley is pledged as collateral and used to support and increase Meadow Valley’s bonding capacity (surety credit provided by an insurance company guaranteeing Meadow Valley’s completion of work and payment of bills) when making bids for contracts, (2) the Issuer provides a significant amount of revenue and profit to Meadow Valley and (3) the Issuer’s stock is pledged to Meadow Valley’s primary lender as collateral under Meadow Valley’s credit lines.

Item 5. INTERESTS IN SECURITIES OF THE ISSUER

As of the date of this Schedule 13D, Meadow Valley beneficially owns 2,501,550 shares of Common Stock, representing approximately 65.7% of the shares of Common Stock outstanding, based on the 3,807,500 shares of Common Stock reported by the Issuer to be outstanding as of May 2, 2007 in the

Issuer’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007 filed with the Securities and Exchange Commission on May 9, 2007.

Meadow Valley has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition the 2,501,550 shares of Common Stock held by it.

The aggregate number of shares of Common Stock owned by the persons listed on Schedule I, the respective percentage of the class represented by such shares and the voting rights associated with such shares are as set forth on Schedule I hereto.

During the past sixty days, the following transactions in the Issuer’s Common Stock have been effected by Meadow Valley: July 2, 2007 purchase of 476,550 shares of the Issuer’s Common Stock from a shareholder of the Issuer.


Item 6.		CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Meadow Valley is a party to a Stock Pledge Agreement with Arch Insurance Company and Corporate Stock Transfer (the “Arch Pledge Agreement”) whereby 1,825,000 shares of the Issuer’s Common Stock is pledged as collateral for surety bonds provided by Arch Insurance Company (the “Arch Pledged Shares”) to Meadow Valley. The Arch Pledge Agreement grants a first and prior lien on the 1,825,000 shares to Arch Insurance Company. In the event of a default by Meadow Valley in the performance or payment of its contract obligations, Arch Insurance Company may take possession of any or all of the 1,825,000 shares and will have any and all rights of ownership thereto.

Meadow Valley is a party to a Stock Pledge Agreement with The CIT Group/Equipment Financing, Inc. (“CIT”) and Corporate Stock Transfer (the “CIT Pledge Agreement”) whereby 200,000 shares of the Issuer’s Common Stock is pledged as collateral for loans made by CIT to Meadow Valley or its subsidiaries. The CIT Pledge Agreement grants to CIT a first and prior lien on the 200,000 shares and a second priority position on the Arch Pledged Shares. In the event of a default by Meadow Valley in any of its loan obligations with CIT, CIT may take possession of any or all of the 200,000 shares and will have any and all rights of ownership thereto.

The persons set forth on Schedule I are not party to any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS


Exhibit		Description
1		Block Trade Agreement, dated as of June 29, 2007, pursuant to which Meadow Valley Corporation purchased 460,550 shares of common stock of Ready Mix, Inc. from Bulldog Investors.
2		Stock Pledge Agreement, dated as of December, 2005, by and among Meadow Valley Corporation, Arch Insurance Company and Corporate Stock Transfer.
3		Stock Pledge Agreement, dated as of November 29, 2005, by and among Meadow Valley Corporation, The CIT Group/Equipment Financing, Inc. and Corporate Stock Transfer.

SIGNATURES

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, 2007	MEADOW VALLEY CORPORATION
	By:	/s/ David D. Doty
	Name:		David D. Doty
	Title:		Chief Financial Officer

SCHEDULE I

The name and present principal occupation of each director and executive officer of Meadow Valley Corporation (“Meadow Valley”) are set forth below. Also set forth below is the aggregate number of shares of Common Stock owned by each person, the percentage of the class represented by such shares, and the voting rights with respect to such shares. The business address for each person listed below is c/o Meadow Valley Corporation, 4602 E. Thomas Rd., Phoenix, Arizona 85018, and each person below is a United States citizen.

Number of

Percentage of

Voting

of Shares of

Class

Rights with

Common Stock

Represented by

Respect to

of Ready Mix,

Shares

Inc. Beneficially

Beneficially

Name and Address

Present Principal Occupation

Owned (1)

Owned (2)

Owned (1)

Bradley E. Larson

President, Chief Executive Officer and Director of Meadow Valley

2,506,050 (3) (4)

65.8%

(1) (4)

Kenneth D. Nelson

Vice President, Chief Administrative Officer and Director of Meadow Valley

4,500 (5)

(1)

David D. Doty

Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of Meadow Valley

2,250 (5)

(1)

Don A. Patterson*

President of Charles Cowan & Associates, Ltd.

7,250 (5)

(1)

Charles R. Norton*

Vice President of Trinity Industries

9,500 (5)

(1)

Charles E. Cowan*

Chief Executive Officer of Legacy Window Coverings, LLC

9,500 (5)

(1)

* Director of Meadow Valley

** Less than 1%

(1) Beneficial ownership includes direct and indirect ownership of shares of Common Stock, including rights to acquire beneficial ownership of shares upon the exercise of stock options exercisable as of July 2, 2007 and that would become exercisable within 60 days of such date. Unless otherwise indicated, each person listed above has sole voting and investment power over the shares listed as beneficially owned by such shareholder, subject to community property laws where applicable.

(2) Based on 3,807,500 shares of Common Stock of the Issuer outstanding as of May 2, 2007, according to the Form 10-Q filed by the Issuer on May 9, 2007.

(3) Includes vested portion of stock options to purchase 16,750 shares of Common Stock.

(4) Mr. Larson is Chief Executive Officer and majority shareholder of Meadow Valley, which owns 2,501,550 shares of Ready Mix, Inc. Common Stock, and may be deemed a beneficial owner of these shares under the rules of the SEC. The Board of Directors of Meadow Valley, by majority vote, votes these shares through Mr. Larson.

(5) Includes vested portion of stock options to purchase 16,750 shares of Common Stock.

EX-1 2 p74078exv1.htm EX-1 exv1

Exhibit 1

BLOCK TRADE AGREEMENT

June 27, 2007

460,550 SHARES OF COMMON STOCK OF READY MIX, INC.

This Block Trade Agreement dated June 27, 2007 (the “Agreement”), sets out the terms under which Meadow Valley Corporation (“Buyer”) will purchase 460,550 shares of common stock (the “Shares”) of Ready Mix, Inc. (the “Issuer”) from Bulldog Investors (“Seller”).

1. PURCHASE AND SALE

Subject to the terms and conditions of this agreement (the “Agreement”), Seller agrees as legal and beneficial owner to sell the Shares, free of all liens, charges or other encumbrances and Buyer agrees to purchase and pay for the Shares at a net price of $14.25 per Share for a total consideration of $6,562,837.50 (the “Purchase Price”) together with all dividends, distributions and other benefits attaching to the Shares as from the date hereof (the “Trade Date”).

2. CLOSING

(a) On June 29, 2007 or at such other time and/or date as Seller and Buyer may agree (the “Closing Date”), Buyer shall pay to Seller the Purchase Price for the Shares by transfer to Seller’s account to be identified in writing at least 24 hours prior to payment against delivery of the Shares on the Closing Date. Such delivery shall be effected by crediting the Shares in registered form to the participant account of Meadow Valley Corporation, TD Ameritrade account number 787-364839 at the Depository Trust and Clearing Corporation (“DTC”), DTC participant number 0188.

(b) Seller undertakes with Buyer that it will bear and pay any stamp or other duties or taxes on or in connection with the sale and transfer of the Shares to be sold by Seller and the execution and delivery of this Agreement and any other tax payable by Seller in connection with the transaction contemplated hereby.

3. EXPENSES

Seller and Buyer shall bear their own legal costs (if any) and all their other out-of-pocket expenses (if any).

4. REPRESENTATIONS AND WARRANTIES

(a) As a condition of the obligation of Buyer to purchase and pay for the Shares, Seller represents and warrants to Buyer as follows:

(i)

that Seller is the holder and sole legal and beneficial owner of the Shares free from all liens, charges and other encumbrances and that, to the best knowledge of

			Seller, the Shares rank pari passu in all respects with other outstanding shares of common stock of the Issuer, including their entitlement to dividends;

	(ii)		that Seller has the power and authority to sell the Shares hereunder and no person has any conflicting right, contingent or otherwise, to purchase or to be offered for purchase, the Shares, or any of them;

	(iii)		that the execution, delivery and performance of this Agreement has been duly authorized by Seller and upon execution and delivery of the Agreement by the Buyer and the Seller will constitute a legal, valid and binding obligation of Seller;

	(iv)		that the execution, delivery and performance of this Agreement by Seller will not infringe any law or regulation applicable to Seller and is not and will not be contrary to the provisions of the constitutional documents of Seller and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which Seller is a party or by which it or its property is bound;

	(v)		that there are no restrictions (contractual or otherwise) prohibiting or otherwise affecting the sale or transfer of the Shares to Buyer, other than those necessary to ensure compliance with the registration requirements of the Securities Act of 1933, as amended (the “Act”), or an exemption therefrom, and those contained in the constituent documents of the Issuer, and no consents or approvals are required to be obtained in connection with the sale of the Shares to Buyer and the sale of the Shares to Buyer will not violate or breach any representation or warranty made by Seller pertaining to the Shares; and

	(vi)		that all consents and approvals of any court, government department or other regulatory body required by Seller for the offering of the Shares and the execution, delivery and performance of the terms of this Agreement have been obtained and are in full force and effect.

(b) Seller covenants with Buyer that it will keep Buyer indemnified against any losses, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith) which it may incur, or which may be made against it as a result of or in relation to any actual or alleged misrepresentation in or breach of any of the above representations and warranties and will reimburse Buyer for all costs, charges and expenses which it may pay or incur in connection with investigating, disputing or defending any such action or claim.

(c) The above representations, warranties and indemnity shall continue in full force and effect notwithstanding any investigation by or on behalf of Buyer or completion of this Agreement.

6. CONDITIONS TO CLOSING

The obligations of Buyer hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of Seller herein are, and as of the Closing Date will be, true, complete and accurate.

7. LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Arizona without giving effect to the principles of conflicts of law thereof.

8. NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by an overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Buyer, to:

Bulldog Investors
60 Heritage Drive
Pleasantville, NY 10570
Attention:
Telephone:
Fax:

If to the Seller, to:

Meadow Valley Corporation
4602 E. Thomas Road
Phoenix, AZ 85018
Attention: Brad Larson
Telephone: (602) 437-5400
Fax: (602) 437-1681

9. MISCELLANEOUS

(a) Time shall be of the essence of this Agreement.

(b) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) In the event any provision of this Agreement is found to be or becomes invalid or unenforceable, no other provision of this Agreement shall thereby be affected and the Agreement shall remain valid and enforceable in respect of all remaining provisions, and any invalid or

unenforceable provision will be deemed to be replaced by a provision which as nearly as possible accomplishes the commercial purpose of the original.

(d) This Agreement may be amended, modified and supplemented in any and all respects only by written agreement of the parties hereto.

(e) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

(f) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

[Signature Page Follows]

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Upon acceptance by you this Agreement and such acceptance shall constitute a binding agreement between Buyer and Seller as of the date first stated above.


BULLDOG INVESTORS
By:
	Name:	Phillip Goldstein
	Title:

MEADOW VALLEY CORPORATION
By:
	Name:	Brad Larson
	Title:	Chief Executive Officer

EX-2 3 p74078exv2.htm EX-2 exv2

Exhibit 2

STOCK PLEDGE AGREEMENT


Date:		December , 2005

Parties:		Meadow Valley Corporation
		4411 South 40th Street, Suite D-11, Phoenix, AZ 85040
		(hereinafter called Contractor)

		Arch Insurance Company
		3 Parkway
		1601 Cherry Street, Suite 1500
		Philadelphia, PA 19102
		(hereinafter called Surety)

Recitals:

	A.		Contractor is in the business of performing private and public construction contracts in several western states and is frequently required as a condition to being awarded such contracts to provide performance and payment bonds pursuant to the statutes requiring bonds for such contracts or providing construction performance and payment bonds pursuant to contract undertakings as may be agreed upon between it and the owner of such projects;

	B.		In order to bid upon said public and private construction contracts, Contractor desires to have Surety execute or procure the execution of bonds, as defined in a certain General Indemnity Agreement dated August 22, 2005, which Contractor has executed in favor of Surety (hereinafter the “GIA”), and Surety is willing to consider executing such bonds, subject to the terms and conditions of the GIA;

	C.		To secure Surety from any loss in connection with the execution of such performance and payment bonds and to comply with its agreements under the General Agreement of Indemnity executed by Contractor in favor of Surety. Surety has requested the pledging of collateral in particular the stock of a subsidiary owned by Contractor;

	D.		The Contractor agrees to pledge to Surety 1,825,000 shares of the common stock of Ready Mix, Inc. (RMI) which constitutes approximately 48% of the outstanding shares of RMI. The remaining shares of RMI are pledged by Contractor to a finance company or are owned by numerous investors and shareholders who

			purchased said shares under the terms of an initial public offering of such stock or their successor and assignees;

	E.		Contractor agrees to pledge to Surety 1,825,000 shares of stock of RMI which it owns and grant Surety a lien thereon and security interest in accordance with the terms and conditions with this Stock Pledge Agreement (Pledge Agreement) and Surety agrees to accept the pledge of said stock under the terms and conditions stated.

Agreements:

Now therefore in consideration of the execution and delivery by Surety of performance and payment bonds or the providing and furnishing thereof to Contractor or on its behalf and in order to secure Surety from any loss as a result of such execution and delivery or furnishing of such bonds and for other valuable consideration, it is agreed by the parties hereto and their respective successors and assigns as follows:

	1.		Meadow Valley Corporation (Contractor) hereby pledges to Arch Insurance Company (Surety) all of its right title and interest in and to 1,825,000 shares of RMI stock owned by Contractor to secure Surety from any loss or expense which Surety incurs or sustains as a result of or in connection with any bond executed, delivered and furnished by Surety to or on behalf of Contractor including costs of completion of any bonded contract incurred under any performance bond and the payment of any lawful claims paid by Surety under the obligation of any of its payment bonds.

	2.		Contractor represents and certifies that it is the sole owner of the 1,825,000 shares of RMI stock pledged herein and that said stock has not heretofore been assigned, hypothecated, pledged or used as security for any other obligation and that this pledge of 1,825,000 shares of common stock to Surety is a first and prior lien on the stock.

	3.		The original of this Pledge Agreement and the stock certificate or certificates representing the 1,825,000 shares of RMI stock will be transmitted to Corporate Stock Transfer (“Transfer Agent”), 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209, the Transfer Agent for such stock (“Escrowed Documents”), and held by it as restricted stock until the parties hereto agree to have it released in whole or part or a proper order of a court having jurisdiction over the parties ordering the same to be released.

	4.		The Transfer Agent shall disburse the Escrowed Documents pursuant to the terms of and in accordance with this Pledge Agreement.

The scope of authority and duties of the Transfer Agent are as follows:

(a) The Transfer Agent shall have no duties or responsibilities other than those expressly set forth herein. The Transfer Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Transfer Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto other than the Transfer Agent or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except for amendments to this Pledge Agreement referred to below, and except for instructions given to the Transfer Agent in accordance with the terms and conditions of this Pledge Agreement relating to the deposit of the Escrowed Documents under this Pledge Agreement, the Transfer Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.

(b) The Transfer Agent shall not be liable to the any of the other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, provided nothing herein shall excuse acts or omissions which are willful or constitute gross negligence. The Transfer Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Transfer Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Transfer Agent to be genuine and to be signed or presented by the proper person or persons. The Transfer Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Pledge Agreement or any of the terms thereof, unless evidenced by a writing delivered to the Transfer Agent signed by the proper party or parties and, if the duties or rights of the Transfer Agent are affected, unless it shall give its prior written consent thereto.

for any description therein; nor shall the Transfer Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property or this Pledge Agreement. The Transfer Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Transfer Agent pursuant to the provisions hereof.

(d) The Transfer Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which an action would or might be taken by the Transfer Agent does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

(e) The Transfer Agent will be jointly and severally indemnified and held harmless by the Contractor and the Surety, from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Transfer Agent in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Pledge Agreement, the services of the Transfer Agent hereunder, the monies or other property held by it hereunder. The Transfer Agent shall have a lien for the amount of any such expenses or loss on the monies and other property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any such expense or loss. Promptly after the receipt by the Transfer Agent or notice of any demand or claim to the commencement of any action, suit or proceeding, the Transfer Agent shall, if a claim in respect thereof is to be made against the Contractor and/or the Surety, notify each of them, in writing, but the failure by the Transfer Agent to give such notice shall not relieve such persons from any liability which the they may have to the Transfer Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Transfer Agent may retain and hold for such time as it deems necessary such amount of monies or property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense.

including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.

	6.		Because of the number of public shareholders which own stock of RMI and in order to protect their rights and prevent the stock from being subject to extreme swings of value, the usual rules of foreclosure and sale of the pledged stock must be superseded by this Pledge Agreement. For example, a sale of all or substantially all of the pledged stock if dumped on the market could cause a collapse in the value of the stock held by innocent shareholders. Accordingly, the parties agree that the stock may only be foreclosed upon or sold under terms agreeable to both of the parties (Contractor and Surety) hereto or by Order of a Court of competent jurisdiction and in compliance with Rule 144 promulgated under the Exchange Act of 1933, except for a bulk sale of all or substantially all of the stock at a price to be agreed upon by the parties to private or institutional investors. A schedule of sale of the stock calculated to not substantially affect the market price of the stock held by other shareholders may be agreed upon or ordered by the Court.

	7.		Contractor and Surety agree that there is current consideration for this pledge of stock and that the claim and right of Surety as provided herein shall survive the bankruptcy or insolvency of Contractor and further that Surety shall have as additional security in dividends pertaining to the pledged stock until Surety is reimbursed in full for any loss.

	8.		Contractor agrees that until Surety has been provided with competent legal evidence of the release or exoneration of each and every bond provided by Surety the pledge of the RMI stock shall remain unchanged and unliquidated. Surety agrees that if it feels adequately secured for the outstanding bonds it has executed and delivered it may release all or a portion of the pledged stock to allow Meadow Valley to sell, transfer or hypothecate the released stock. Nothing contained herein will prohibit Contractor from granting a second lien on the pledged stock or pledging the stock to a lender so long as Sureties’ pledge and lien remain a first and prior pledge and lien on the stock.

	9.		Contractor agrees that Surety’s rights under this Pledge Agreement are in addition to and not in lieu of any and all other rights which Surety may have under other agreements or otherwise except where they are in conflict or differ from such other agreements and in that event the provisions of this Pledge Agreement shall prevail. This pledge of stock should be considered as collateral under paragraph 4 of the GIA and shall be a credit at its market value against any demand of Surety for deposit of collateral.

	10.		This Pledge Agreement shall apply to bonds executed and furnished by Surety and where procured by Surety, to bonds executed by any other surety as sole surety or as co-surety, and the rights hereunder shall inure to the benefit of Surety, such other surety, if any, and their reinsurers, if any.

	11.		This Pledge Agreement shall apply to bonds provided or furnished both before and after the effective date of this Pledge Agreement and all alterations, renewals, extensions and modifications thereof.

	12.		Contractor reserves the right to terminate this Pledge Agreement as a continued inducement to Surety for the furnishing of bonds, upon written notice to Surety of not less than twenty days, whereupon the effect of this Pledge Agreement shall be limited to the bonds furnished before the effective date of the notice of termination.

	13.		All Parties agree that any microfilmed, scanned or electronically digitized copy of this document made by Surety as part of its record storage and retention program shall be as effective as the original for all purposes.

	14.		This Pledge Agreement constitutes a “security agreement” to the Surety as a “financing statement” in accordance with the provisions of the Uniform Commercial Code (hereinafter the “Code”). The Surety may file this Pledge Agreement as a financing statement under the Code, and the Contractor will execute and deliver such additional instruments as may be reasonably required to permit either the filing of this Pledge Agreement as a financing statement or the filing of a financing statement based upon this Pledge Agreement as security agreement in such states, counties or other places as the Surety shall deem necessary.

IN WITNESS HEREOF the parties hereto have executed this Pledge Agreement on the day and year first mentioned above.


	MEADOW VALLEY CORPORATION	Date:12-14-05

By:	/s/ [ILLEGIBLE]


	ARCH INSURANCE COMPANY

By:	/s/ [ILLEGIBLE]	Date: 12-16-05

The foregoing Pledge Agreement and the terms and conditions thereof are accepted:

EX-3 4 p74078exv3.htm EX-3 exv3

Exhibit 3

STOCK PLEDGE AGREEMENT


Date:				November 29, 2005

Parties:				Meadow Valley Corporation
				4411 South 40th Street, Suite D-11, Phoenix, AZ 85040
				(hereinafter called Guarantor)

				The CIT Group/Equipment Financing, Inc.
				1540 West Fountainhead Parkway
				Tempe, Arizona 85282
				(hereinafter called Lender)

Recitals:

	A.		Lender is a finance company that has made and will continue to make loans and other extensions of credit to Meadow Valley Contractors, Inc. (“MVCI”), a wholly owned subsidiary of Guarantor. Guarantor has agreed to enter into a Guaranty (the “Guaranty”) with Lender in order to guaranty the obligations of MVCI to Lender, and to secure that Guaranty with a pledge of certain of its stock in Ready Mix Inc. (“RMI”), also a subsidiary of Guarantor;

	B.		To secure Lender under its Guaranty obligations of MVCI, Lender has requested the pledging of the certain RMI common stock owned by Guarantor. 1,825,000 of those shares (the “Surety Shares”) have also been pledged to Arch Insurance Company to secure certain bonds issued by that company;

	C.		The Guarantor agrees to pledge to Lender a second priority position in the Surety Shares which constitutes approximately 48% of the outstanding shares of RMI, and to pledge to Lender a first priority position in 200,000 shares of the common stock of RMI (the “Lender Shares”), which constitutes approximately 5% of the outstanding shares of RMI. The remaining shares of RMI are owned by numerous investors and shareholders who purchased said shares under the terms of an initial public offering of such stock or their successor and assignees;

	D.		Guarantor agrees to pledge to Lender the Surety Shares and Lender Shares, and grant Lender a lien thereon and security interest therein in accordance with the terms and conditions of this Stock Pledge Agreement (the “Pledge Agreement”),

and Lender agrees to accept the pledge of said stock under the terms and conditions stated.

Agreements:

Now therefore in consideration of the Guaranty in favor of MVCI to Lender, and for other valuable consideration, it is agreed by the parties hereto and their respective successors and assigns as follows:

	1.		Guarantor hereby pledges to Lender a second position in all of its right, title and interest in and to the Surety Shares, and a first position in all of its right, title and interest in and to the Lender Shares, to secure all of its Guaranty obligations to Lender.

	2.		Guarantor represents and certifies that it is the sole owner of the 2,025,000 shares of RMI stock pledged herein and that, except for the Surety Shares, said stock has not heretofore been assigned, hypothecated, pledged or used as security for any other obligation and that this pledge of 1,825,000 shares of common stock to Lender is a second lien on those shares of stock, and that this pledge of 200,000 shares of common stock to Lender is a first and prior lien on those shares of stock.

	3.		The original of this Pledge Agreement and the stock certificate or certificates representing the 200,000 shares of RMI stock will be transmitted to Corporate Stock Transfer (“Transfer Agent”), 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209, the Transfer Agent for such stock (“Escrowed Documents”), and held by it as restricted stock until the parties hereto agree to have it released in whole or part or a proper order of a court having jurisdiction over the parties ordering the same to be released.

	4.		The Transfer Agent shall disburse the Escrowed Documents pursuant to the terms of and in accordance with this Pledge Agreement.

	5.		The scope of authority and duties of the Transfer Agent are as follows:

person’s obligations under any such document. Except for amendments to this Pledge Agreement referred to below, and except for instructions given to the Transfer Agent in accordance with the terms and conditions of this Pledge Agreement relating to the deposit of the Escrowed Documents under this Pledge Agreement, the Transfer Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references thereto may be made herein and whether or not it has knowledge thereof.

(c) The Transfer Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Transfer Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property or this Pledge Agreement. The Transfer Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Transfer Agent pursuant to the provisions hereof.

does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

(e) The Transfer Agent will be jointly and severally indemnified and held harmless by the Guarantor and the Lender, from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Transfer Agent in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Pledge Agreement, the services of the Transfer Agent hereunder, the monies or other property held by it hereunder. The Transfer Agent shall have a lien for the amount of any such expenses or loss on the monies and other property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any such expense or loss. Promptly after the receipt by the Transfer Agent or notice of any demand or claim to the commencement of any action, suit or proceeding, the Transfer Agent shall, if a claim in respect thereof is to be made against the Guarantor and/or the Lender, notify each of them, in writing, but the failure by the Transfer Agent to give such notice shall not relieve such persons from any liability which the they may have to the Transfer Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Transfer Agent may retain and hold for such time as it deems necessary such amount of monies or property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense.

(f) For the purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Transfer Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.

Because of the number of public shareholders which own stock of RMI and in order to protect their rights and prevent the stock from being subject to extreme swings of value, the usual rules of foreclosure and sale of the Surety Shares must be superseded by this Pledge Agreement. For example, a sale of all or substantially all of the Surety Shares if dumped on the market could cause a collapse in the value of the stock held by innocent shareholders. Accordingly, the parties agree that Surety Shares may only be foreclosed upon or sold under terms

agreeable to both of the parties (Guarantor and Lender) hereto or by Order of a Court of competent jurisdiction and in compliance with Rule 144 promulgated under the Exchange Act of 1933, except for a bulk sale of all or substantially all of the Surety Shares at a price to be agreed upon by the parties to private or institutional investors. A schedule of sale of the Surety Shares calculated to not substantially affect the market price of the stock held by other shareholders may be agreed upon or ordered by the Court.

	7.		The provisions of Section 6 above do not apply to the Lender Shares. The only obligation of Lender to Guarantor under this Pledge Agreement is to foreclose its interest in the Lender Shares in a commercially reasonable manner. In the event that Lender gives written notice to Transfer Agent that Guarantor is in default of any obligation of MVCI to Lender, and the time to cure that default has passed, Transfer Agent agrees to promptly deliver possession of the Lender Shares to Lender.

	8.		Guarantor and Lender agree that there is current consideration for this pledge of stock and that the claim and right of Lender as provided herein shall survive the bankruptcy or insolvency of Guarantor and further that Lender shall have as additional security in dividends pertaining to the Lender Shares until Lender is reimbursed in full for any loss.

	9.		Guarantor agrees that Lender’s rights under this Pledge Agreement are in addition to and not in lieu of any and all other rights which Lender may have under other agreements or otherwise except where they are in conflict or differ from such other agreements and in that event the provisions of this Pledge Agreement shall prevail.

	10.		All Parties agree that any microfilmed, scanned or electronically digitized copy of this document made by Lender as part of its record storage and retention program shall be as effective as the original for all purposes.

IN WITNESS HEREOF the parties hereto have executed this Pledge Agreement on the day and year first mentioned above.


MEADOW VALLEY CORPORATION		Date: 11-29-2005

By:	/s/ [ILLEGIBLE]

THE CIT GROUP/EQUIPMENT FINANCING, INC.

By:	/s/ [ILLEGIBLE]	Date: 12/9/05

The foregoing Pledge Agreement and the terms and conditions thereof are accepted:

-----END PRIVACY-ENHANCED MESSAGE-----

CORPORATE STOCK TRANSFER

Date: 12-19-05

/s/ [ILLEGIBLE]