sc13e3za

-----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, O877JAiwhbJ17s1T5KAv/Pec0SmuJ234jhzGY4/Pw50bKEdFAk/vVfTon7+jEE+N XQ501msLTaSPY/Ni6hq3KQ== 0000950153-08-002013.txt : 20081201 0000950153-08-002013.hdr.sgml : 20081201 20081201151407 ACCESSION NUMBER: 0000950153-08-002013 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081201 DATE AS OF CHANGE: 20081201 GROUP MEMBERS: BRADLEY E LARSON GROUP MEMBERS: INSIGHT EQUITY ACQUISITION RESOURCES LLC 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: PHOENIX HOLDINGS MANAGEMENT LLC GROUP MEMBERS: PHOENIX MERGER SUB, INC. GROUP MEMBERS: PHOENIX PARENT CORP. SUBJECT COMPANY: 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48695 FILM NUMBER: 081222108 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 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 13E3/A 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 13E3/A 1 p76411a4sc13e3za.htm SC 13E3/A sc13e3za

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 4)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

Meadow Valley Corporation

(Name of the Issuer)

Meadow Valley Corporation

Phoenix Parent Corp.

Phoenix Merger Sub, Inc.

Insight Equity Acquisition Resources LLC

Phoenix Holdings Management LLC

Insight Equity I LP

Insight Equity GP I LP

Insight Equity Holdings I LLC

Insight Equity Holdings LLC

Bradley E. Larson

Kenneth D. Nelson

(Name of Persons Filing Statement)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

583185103

(CUSIP Number of Class of Securities)


Bradley E. Larson President and Chief Executive Officer Meadow Valley Corporation 4602 East Thomas Road Phoenix, Arizona 85018 (602) 437-5400		Insight Equity I LP c/o Insight Equity Management Company LLC 1400 Civic Place, Suite 250 Southlake, Texas 76092 Attn: Conner Searcy (817) 488-7775

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

Communications on Behalf of the Persons Filing Statement)

with copies to:


Gregory R. Hall, Esq. DLA Piper LLP (US) 2415 E. Camelback Road Suite 700 Phoenix, Arizona 85016 (480) 606-5100		Ronald J. Lieberman, Esq. Hunton & Williams LLP Bank of America Plaza Suite 4100 600 Peachtree Street, N.E. Atlanta, Georgia 30308-2216 (404) 888-4139		Robert S. Kant, Esq. Brian H. Blaney, Esq. Greenberg Traurig, LLP 2375 E. Camelback Road Suite 700 Phoenix, Arizona 85016 (602) 445-8000

This statement is filed in connection with (check the appropriate box):


a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if this is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE


Transaction Valuation*			Amount of Filing Fee**
$59,986,526			$2,358


*		Calculated solely for the purpose of determining the filing fee. The maximum aggregate transaction value was determined based upon the sum of (a) the product of (i) 5,180,654 shares of Meadow Valley Corporation common stock outstanding on September 16, 2008 and (ii) the merger consideration of $11.25 per share and (b) the product of (i) 266,693 shares of Meadow Valley Corporation common stock subject to currently outstanding options and (ii) the excess of $11.25 over $4.86, the weighted average exercise price with respect to such options (the “Total Consideration”).

**		The filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, was determined by multiplying 0.0000393 by the Total Consideration.

þ		Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,358

Form or Registration No.: Schedule 14A

Filing Party: Meadow Valley Corporation

Date Filed: September 19, 2008

TABLE OF CONTENTS


Introduction			1
	Item 1.	Summary Term Sheet	1
	Item 2.	Subject Company Information	2
	Item 3.	Identity and Background of Filing Person	2
	Item 4.	Terms of the Transaction	3
	Item 5.	Past Contacts, Transactions, Negotiations and Agreements	3
	Item 6.	Purposes of the Transaction and Plans or Proposals	4
	Item 7.	Purposes, Alternatives, Reasons and Effects	5
	Item 8.	Fairness of the Transaction	6
	Item 9.	Reports, Opinions, Appraisals and Certain Negotiations	8
	Item 10.	Source and Amounts of Funds or Other Consideration	8
	Item 11.	Interest in Securities of the Subject Company	9
	Item 12.	The Solicitation or Recommendation	9
	Item 13.	Financial Statements	9
	Item 14.	Persons/Assets Retained, Employed, Compensated or Used	10
	Item 15.	Additional Information	10
	Item 16.	Exhibits	11
Signatures			13
EX-99.(C)(12)

Introduction

This Amendment No. 4 to the Rule 13e-3 Transaction Statement (this “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Meadow Valley Corporation, a Nevada corporation (the “Company”), Phoenix Parent Corp., a Delaware corporation (“Investor”), Phoenix Merger Sub, Inc., a Nevada corporation (“Merger Sub”), Bradley E. Larson, Kenneth D. Nelson, Insight Equity Acquisition Resources LLC, a Texas limited liability company, Phoenix Holdings Management LLC, a Delaware limited liability company, Insight Equity I LP, a Delaware limited partnership, Insight Equity GP I LP, a Delaware limited partnership, Insight Equity Holdings I LLC, a Delaware limited liability company, and Insight Equity Holdings LLC, a Texas limited liability company (collectively, the “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of July 28, 2008 (the “Merger Agreement”), by and among Merger Sub, Investor and the Company. If the Merger Agreement is approved by the Company’s stockholders and certain other conditions to the closing of the merger are either satisfied or waived, at the effective time of the merger Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease, the Company will continue its corporate existence under Nevada law as the surviving corporation in the merger and become a wholly-owned subsidiary of Investor, and the separate corporate existence of the Company with all of its rights, privileges, immunities, powers, and franchises shall continue unaffected by the merger. Upon consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger, other than as provided in the Merger Agreement, including shares owned by the Company (as treasury stock or otherwise), Investor, Merger Sub, or any of their direct or indirect wholly-owned subsidiaries, will be converted into the right to receive $11.25 in cash, without interest and less any applicable withholding taxes.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a revised preliminary proxy statement (the “Preliminary Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from stockholders of the Company in connection with the merger. The Preliminary Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Preliminary Proxy Statement as Appendix A and is incorporated herein by reference. As of the date hereof, the Preliminary Proxy Statement is in preliminary form and is subject to completion or amendment.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Preliminary Proxy Statement, including any and all annexes, exhibits, and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Preliminary Proxy Statement. The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Preliminary Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined herein have the meanings assigned to them in the Preliminary Proxy Statement.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person.

The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person that any Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3.


Item 1.	Summary Term Sheet.

The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”


Item 2.	Subject Company Information.

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive offices are as follows:

Meadow Valley Corporation
4602 East Thomas Road
Phoenix, Arizona 85018
(602) 437-5400

(b) Securities. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Information Concerning the Special Meeting — Record Date, Outstanding Shares and Quorum”

(c) Trading Market and Price. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding Meadow Valley — Trading Market and Price for Meadow Valley’s Common Stock”

(d) Dividends. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Other Important Information Regarding Meadow Valley — Trading Market and Price for Meadow Valley’s Common Stock”

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”


Item 3.	Identity and Background of Filing Person.

(a) Name and Address. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties to the Merger”

“Other Important Information Regarding Meadow Valley — Security Ownership of Certain Beneficial Owners and Management”

“Other Important Information Regarding Meadow Valley — Officers and Directors of Meadow Valley”

“Important Information Regarding Investor, Merger Sub and the Insight Group”

(b) Business and Background of Entities. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties to the Merger”

“Other Important Information Regarding Meadow Valley — Officers and Directors of Meadow Valley”

“Important Information Regarding Investor, Merger Sub and the Insight Group”

(c) Business and Background of Natural Persons. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Other Important Information Regarding Meadow Valley — Officers and Directors of Meadow Valley”

“Important Information Regarding Investor, Merger Sub and the Insight Group”


Item 4.	Terms of the Transaction.

(a) Material Terms. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors”

“Information Concerning the Special Meeting”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(c) Different Terms. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Special Factors — Merger Financing”

“Special Factors — Provisions for Unaffiliated Stockholders”

“The Parties to the Merger — Phoenix Parent Corp.”

“The Merger Agreement — Directors and Officers Following the Merger”

“The Merger Agreement — Consideration to be Received in the Merger”

“The Merger Agreement — Indemnification and Insurance”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(d) Appraisal Rights. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Rights of Dissenting Stockholders”

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors — Provisions for Unaffiliated Stockholders”

(f) Eligibility for Listing or Trading. Not applicable.


Item 5.	Past Contacts, Transactions, Negotiations, and Agreements.

(a) Transactions. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“The Merger — Plans for Meadow Valley After the Merger”

“The Merger — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Recent Developments”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors” — Interests of Meadow Valley’s Officers and Directors in the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.


Item 6.	Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors”

“The Merger Agreement — Consideration to be Received in the Merger”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.

(c)(1)-(8) Plans. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Merger Financing”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.


Item 7.	Purposes, Alternatives, Reasons, and Effects.

(a) Purposes. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Special Factors — Plans for Meadow Valley After the Merger”

(c) Reasons. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Opinion of Morgan Joseph to the Special Committee”

“Special Factors — Reports of Alvarez & Marsal to the Special Committee”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Reports of Advisors to Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

(d) Effects. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Plans for Meadow Valley After the Merger”

“Special Factors — Certain Effects of the Merger”

“Special Factors — Merger Financing”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger Agreement”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.


Item 8.	Fairness of the Transaction.

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Opinion of Morgan Joseph to the Special Committee”

“Special Factors — Reports of Alvarez & Marsal to the Special Committee”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Information Concerning the Special Meeting — Meadow Valley Recommendation”

Appendix B — Opinion of Morgan Joseph & Co. Inc.

The presentation dated July 25, 2008, prepared by Morgan Joseph & Co. Inc. for the Special Committee of the Board of Directors and the Board of Directors of the Company is attached hereto as Exhibit (c)(2) and is incorporated by reference herein.

(c) Approval of Security Holders. The transaction is not structured so that approval of at least a majority of unaffiliated security holders is required. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Information Concerning the Special Meeting — Record Date, Outstanding Shares and Quorum”

“Information Concerning The Special Meeting — Required Vote, Calculation of Vote, Abstentions and Broker Non-Votes”

(d) Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

(e) Approval of Directors. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

(f) Other Offers. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”


Item 9.	Reports, Opinions, Appraisals, and Negotiations.

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal. The reports attached as Exhibits (c)(1)-(c)(5) and (c)(7)-(c)(17) hereto and the information set forth in the Preliminary Proxy Statement under the following captions are incorporated herein by reference:

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Opinion of Morgan Joseph to the Special Committee”

“Special Factors — Reports of Alvarez & Marsal to the Special Committee”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger“

“Special Factors — Purpose and Reasons for the Merger of Investor, Merger Sub and the Insight Group”

“Special Factors — Reports of Advisors to Investor, Merger Sub and the Insight Group”

“Special Factors — Reports of Advisor to YVM”

Appendix B — Opinion of Morgan Joseph & Co. Inc.

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 and attached hereto as Exhibits (c)(1)-(c)(5), (c)(9)-(c)(11) and (c)(13)-(c)(17) will be made available for inspection at the principal executive offices of the Company during its regular business hours by any interested stockholder of the Company’s common stock or any representative of such holder that has been so designated in writing. The reports, opinions or appraisals referenced in this Item 9 and attached hereto as Exhibits (c)(7), (c)(8) and (c)(12) will be made available for inspection at the principal executive offices of Insight Equity I LP during its regular business hours by any interested stockholder of the Company’s common stock or any representative of such holder that has been so designated in writing.


Item 10.	Source and Amounts of Funds or Other Consideration.

(a)-(d) Source of Funds; Conditions; Expenses; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Merger Financing”

“Special Factors — Fees and Expenses”

“The Merger Agreement — Conditions to the Merger”

Appendix A — Agreement and Plan of Merger, dated as of July 28, 2008, by and among Meadow Valley Corporation, Phoenix Parent Corp. and Phoenix Merger Sub, Inc.


Item 11.	Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Other Important Information Regarding Meadow Valley — Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”


Item 12.	The Solicitation or Recommendation.

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

(e) Recommendation of Others. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Reasons for the Merger and Recommendation of the Special Committee and Board of Directors”

“Special Factors — Position of the Rollover Participants Regarding the Fairness of the Merger”

“Special Factors — Position of Investor, Merger Sub and the Insight Group Regarding the Fairness of the Merger”

“Information Concerning the Special Meeting — Meadow Valley Recommendation”


Item 13.	Financial Statements.

(a) Financial Information. The audited consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended, the unaudited consolidated financial statements set forth in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008, June 30, 2008 and September 30, 2008, and the information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Other Important Information Regarding Meadow Valley — Summary of Consolidated Financial Data of Meadow Valley”

“Other Important Information Regarding Meadow Valley — Ratio of Earnings to Fixed Charges”

“Other Important Information Regarding Meadow Valley — Net Book Value Per Share of Meadow Valley Common Stock”

“Other Important Information Regarding Meadow Valley — Trading Market and Price for Meadow Valley’s Common Stock”

“Where You Can Find More Information”

Appendix C — Annual Report on Form 10-K for the fiscal year ended December 31, 2007

Appendix D — Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2007

Appendix E — Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008

(b) Pro forma Information. Not applicable.


Item 14.	Persons/Assets Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting”

“Information Concerning The Special Meeting — Proxy Solicitation and Expense”

(b) Employees and Corporate Assets. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting”

“Special Factors — Background of the Merger”

“Special Factors — Interests of Meadow Valley’s Officers and Directors in the Merger”

“Special Factors — Fees and Expenses”

“Information Concerning the Special Meeting — Proxy Solicitation and Expense”


Item 15.	*Additional Information.*

(b) Other Material Information. The information set forth in the Preliminary Proxy Statement, including all appendices thereto, is incorporated herein by reference.


Item 16.	*Exhibits.*


	(a)(1)			Preliminary Proxy Statement of Meadow Valley Corporation (incorporated by reference to the Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
	(a)(2)			Form of Proxy Card (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
	(a)(3)			Letter to Stockholders (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008 ).
	(a)(4)			Notice of Special Meeting of Stockholders (incorporated herein by reference to the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
	(b)(1)			Debt Commitment Letter, dated as of July 27, 2008, of LBC Credit Partners, Inc. to Insight Equity I LP.*
	(b)(2)			Debt Commitment Letter, dated as of July 27, 2008, of LBC Credit Partners, Inc. to Insight Equity I LP.*
	(c)(1)			Opinion of Morgan Joseph & Co. Inc., dated July 25, 2008 (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
	(c)(2)			Presentation, dated July 25, 2008, prepared by Morgan Joseph & Co. Inc. for the Special Committee of the Board of Directors and the Board of Directors of Meadow Valley Corporation.*
	(c)(3)			Draft Presentation, dated April 7, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.*
	(c)(4)			Presentation, dated June 9, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.*
	(c)(5)			Financial Projection, dated as of October 24, 2007, prepared by ThomasLloyd Capital LLC for various potential private equity sponsors.*
	(c)(6)			Financial Projection, dated as of April 28, 2008, prepared by Meadow Valley Corporation for Insight Equity I LP, Alvarez & Marsal Securities, LLC, Morgan Joseph & Co. Inc. and the Special Committee of the Board of Directors of Meadow Valley Corporation.*
	(c)(7)			Appraisal Report, dated April 7, 2008, prepared by AccuVal Associates, Incorporated for Insight Equity I LP.**†
	(c)(8)			Letter, dated April 11, 2008, from AccuVal Associates, Incorporated to Insight Equity I LP.*
	(c)(9)			MVCO Confidential Executive Summary, dated March 25, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.**
	(c)(10)			Draft Presentation dated April 22, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.**
	(c)(11)			Draft Presentation dated April 29, 2008, prepared by Alvarez & Marsal Securities, LLC for the Special Committee of the Board of Directors of Meadow Valley Corporation.**
	(c)(12)			Draft Letter Opinion of Value, dated May 10, 2008, prepared by CMC, Inc. for Insight Equity I LP.****†
	(c)(13)			Phoenix IV Buyout Analysis, dated September 12, 2007, prepared by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
	(c)(14)			Phoenix IV Buyout Analysis, dated September 19, 2007, prepared by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
	(c)(15)			Phoenix IV Buyout Analysis, dated October 25, 2007, prepared by Thomas Lloyd Capital LLC for YVM Acquisition Corporation.***
	(c)(16)			Phoenix I Buyout Analysis, dated January 15, 2008, prepared by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***


	(c)(17)			Phoenix I Buyout Analysis, dated January 15, 2008, prepared by ThomasLloyd Capital LLC for YVM Acquisition Corporation.***
	(d)(1)			Agreement and Plan of Merger, dated July 28, 2008, by and among Phoenix Merger Sub, Inc., Phoenix Parent Corp., and Meadow Valley Corporation (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008).
	(d)(2)			Rollover Commitment Letter, dated as of July 28, 2008, from Phoenix Holdings Management LLC to Insight Equity Acquisition Resources LLC, Bradley E. Larson and Kenneth D. Nelson.*
	(d)(3)			Letter Agreement, dated as of July 28, 2008, from Phoenix Holdings Management LLC to Insight Equity Acquisition Resources LLC, Bradley E. Larson and Kenneth D. Nelson.*
	(d)(4)			Amendment, dated as of July 28, 2008, to the Rights Agreement dated as of February 13, 2007, by and between and between Meadow Valley Corporation and Corporate Stock Transfer, Inc., as rights agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Meadow Valley Corporation with the Securities and Exchange Commission on July 28, 2008).
	(d)(5)			Proposal Letter, dated as of April 2, 2008, by and among Insight Equity I LP, YVM Acquisition Corporation, Bradley E. Larson and Kenneth D. Larson.*
	(f)			The information set forth in the Preliminary Proxy Statement on Schedule 14A filed by Meadow Valley Corporation with the Securities and Exchange Commission on September 19, 2008 under the caption “Special Factors — Rights of Dissenting Stockholders” is incorporated herein by reference.
	(g)			None.


*	Previously filed with the SEC on September 19, 2008.

**	Previously filed with the SEC on October 27, 2008.


***	Previously filed with the SEC on November 24, 2008.


****	Previously filed with the SEC on November 10, 2008, but being refiled to include information that was previously redacted.


†	Certain information in this exhibit has been omitted and filed separately with the SEC pursuant to a confidential treatment request under Rule 24b-2 of the Exchange Act. Omitted portions are indicated in this exhibit with [****].

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2008

MEADOW VALLEY CORPORATION


	By:	/s/ David D. Doty

Name: David D. Doty


	Title:	Chief Financial Officer

PHOENIX PARENT CORP.


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chairman of the Board

PHOENIX MERGER SUB, INC.


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chairman of the Board

/s/ Bradley E. Larson

BRADLEY E. LARSON

/s/ Kenneth D. Nelson

KENNETH D. NELSON

INSIGHT EQUITY I LP

By: Insight Equity GP I LP

By: Insight Equity Holdings I LLC


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chief Executive Officer and Managing Partner

INSIGHT EQUITY GP I LP

By: Insight Equity Holdings I LLC


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chief Executive Officer and Managing Partner

INSIGHT EQUITY HOLDINGS I LLC


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chief Executive Officer and Managing Partner

INSIGHT EQUITY HOLDINGS LLC


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chief Executive Officer and Managing Partner

INSIGHT EQUITY ACQUISITION
RESOURCES LLC


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chairman of the Board

PHOENIX HOLDINGS MANAGEMENT LLC


	By:	/s/ Ted W. Beneski

Name: Ted W. Beneski


	Title:	Chairman of the Board

EX-99.(C)(12) 2 p76411a4exv99wxcyx12y.htm EX-99.(C)(12) exv99wxcyx12y

Exhibit (c)(12)

****TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTION 200.80(b)(4),
200.83 and 240.246-2

May 10, 2008

CMC Project # I023-01-01

Chris Zugaro
Insight Equity
1400 Civic Place, Suite 250
Southlake, Texas 76092

Via E-Mail: czugaro@insightequity.com

RE:

LETTER OPINION OF VALUE
READY MIX, INC. — ****
****
****

Dear Mr. Zugaro,

CMC, Inc. (CMC) is pleased to provide this Letter Opinion of Value on the above referenced property.

Introduction

CMC is a professional mining & mineral appraisal, brokerage and consulting firm, specializing in construction materials and industrial mineral commodities, properties and operations.

Insight Equity I LP (Insight) is a private equity/investment firm, located near Dallas-Fort Worth, Texas, that has acquired and managed businesses with over $4B in revenues, since 1998.

CMC was contracted by Insight to prepare a Letter Opinion of Value for the above referenced aggregate mining property (Subject Property), illustrated in Plan A1 (attached).

Background

In accordance with appraisal regulations, CMC cannot provide exact valuations without performing extensive fieldwork, research, calculations and analyses to quantify/qualify all of the methodology/parameters/data, and fully disclose everything within a detailed report (e.g. Self-Contained Evaluation & Appraisal Report).

However, CMC is permitted to perform a “Letter Opinion of Value”, which is a technical letter that provides a professional opinion of the probable “range” of Mineral and/or Mining related Valuations (e.g. $40,000 to $50,000 per acre, or $1,200,000 to $3,000,000), based upon brief analyses of data, basic calculations, and professional experience/opinion of the markets/minerals/economics/industry.

Letter Opinions of Value cannot be utilized for lending or other financial purposes which normally require a formal appraisal report. However, Letter Opinions of Value can be used for a ballpark estimate of the “potential value”, or for preliminary discussions on lending options with a financial institution.

Mineral Interests

When performing Mining/Mineral Interest Valuations, there are several interests that can be assessed, as follows:

	1.		Mineral Interest Value of the Subject Property (e.g. Royalty Income). This assumes that the Owner would simply lease their mineral property out to a Mining Company, who would mine the property and pay royalties back to the owner for extracted materials. The Mineral Interest Value represents the least amount of risk to the owner, but also provides smaller returns.

	2.		Mining Interest Value of the Subject Property (e.g. Mining Income). This assumes that the Owner has the experience, knowledge and capacity to mine the property efficiently and competitively, and receives Net Mining Income. The Mining Interest Value represents a higher risk than Mineral Interest Value, but also typically has much larger returns.

5535 East Angela Drive • Scottsdale, Arizona 85254 • Tel: 480-443-3978
Fax: 480-443-1341 • Website: www.cmcincusa.com • E-Mail: cmc@cmcincusa.com


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

Mr. Chris Zugaro
May 10, 2008
Page 2

Going Concern Value of the operation. This is similar to a “business appraisal”, where the Owner’s active quarry and operation are assessed and evaluated.

All of the above have different assessment parameters and conditions, to reflect the situation and the risk.

Parameters & Analyses

Attachment 1 (attached) details all parameters, assumptions and conditions that CMC utilized and analyzed to derive the following professional Opinions of Value.

Opinions of Value

It is CMC’s professional opinion, as detailed in the Attachment to this correspondence, that the Market Value of the **** Mineral Interest in the Subject Property, as of May 10, 2008, would likely fall within the following range:

$1,133,800
(One Million, One Hundred Thirty-Three Thousand, Eight Hundred Dollars)

to

$2,098,000
(Two Million, Ninety-Eight Thousand Dollars)

It is also CMC’s professional opinion, as detailed in the Attachments to this correspondence, that the Market Value of the **** Mining Interest in the Subject Property, as of May 10, 2008, would likely fall within the following range:

$11,434,500
(Eleven Million, Four Hundred Thirty-Four Thousand, Five Hundred Dollars)

to

$14,288,400
(Fourteen Million, Two Hundred Eighty-Eight Thousand, Four Hundred Dollars)

Special Opinion — Mining Interest Utilizing ****

Per client request, CMC was asked to opine on the Mining Interest per above, assuming that **** were utilized. Therefore, it is further CMC’s professional opinion, as detailed in the Attachments to this correspondence, that the Market Value of the **** Mining Interest, in the Subject Property, **** as of May 10, 2008, would likely fall within the following range:

$5,670,000
(Five Million, Six Hundred Seventy Thousand Dollars)

to

$6,881,500
(Six Million, Eight Hundred Eighty-One Thousand, Five Hundred Dollars)

It should be noted that under the established projections and conditions, operating at Internal Sales prices may not be feasible to long term mining in the future (See Table 6, Attachment 1, toward end of mining reserves), as costs might eventually outweigh the income.

****

Limiting Conditions

This assignment was not based on requested minimum valuations, nor specific valuations being determined.

5535 East Angela Drive • Scottsdale, Arizona 85254 • Tel: 480-443-3978
Fax: 480-443-1341 • Website: www.cmcincusa.com • E-Mail: cmc@cmcincusa.com


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

Mr. Chris Zugaro
May 10, 2008
Page 3

CMC has no interest, present or contemplated, with Ready Mix, Inc., its affiliates, or the Subject Property, and compensation for this Letter Opinion of Value was not based on specific requested values being attained.

The following limiting conditions are applicable to this Letter Opinion of Value:

	1.		Any description or specifications furnished in this correspondence are assumed to be correct. Unless otherwise specified, all existing liens and encumbrances have been disregarded and the Opinion(s) of Value have been determined as though free and clear (unless otherwise stated within this correspondence) under responsible ownership and competent management.

	2.		CMC, Inc. is not a Law Firm, Permitting Authority, Regulatory Agency or Title Agency, and while deeds, leases and other real estate documentation may have been reviewed as part of the analyses, the existence of any mineral reservations, encumbrances, or permitting feasibility on the Subject Property has not been determined. The Subject Property has been analyzed as if free and clear of any such reservations or encumbrances.

	3.		Any information in this correspondence furnished by others is assumed to be reliable, however no responsibility is assumed for their accuracy.

	4.		“Appropriate” scientific methods and best professional judgment were utilized in the validation, preparation and evaluation of the data presented in this Report. Users of this Report are hereby cautioned that the calculations, modeling and data evaluation methods used, and the subsequent results presented, entail inherent uncertainties and assumptions, over which CMC has little or no control.

	5.		CMC makes no warranties, express or implied, regarding the use of information, calculations, and projections, presented herein, nor any responsibility for the results of such use. CMC assumes no liability for the Opinions expressed within this correspondence.

CMC appreciates the opportunity to provide, our mineral consulting services. If you should require any further assistance, please feel free to contact us at your convenience.


John J. Manes, P.G. Executive Vice President Senior Geologist		J. Stuart Limb, CMA, FRICS President Certified Minerals Appraiser Chartered Minerals Surveyor

JJM:rdp

H:\CMC\PROJECTS\ACTIVE\A-L\I023-01-01 (Insight Equity, ****Reports\Letter Opinion\I023-01-01 - Letter Opinion 05-10-08.doc

5535 East Angela Drive • Scottsdale, Arizona 85254 • Tel: 480-443-3978
Fax: 480-443-1341 • Website: www.cmcincusa.com • E-Mail: cmc@cmcincusa.com


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

PLAN A1 — SITE LOCATION MAP

****


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

ATTACHMENT 1 — PARAMETERS & ANALYSES
Letter Opinion of Value
For Insight Equity, Southlake, Texas
Ready Mix, Inc. — ****
**** of Rock, Sand & Gravel Mineral Property
****

Background

The **** is located on approximately **** and operates a rock quarry and ready-mix, concrete batch plant. The quarry is located approximately ****.

Ready Mix, Inc. (RMI) leases a **** mineral property, and recently renewed **** their contract for the Sale of Mineral Materials from the ****. RMI reportedly has the option to secure a longer term lease on the **** property, and **** adjacent **** undeveloped parcels, to bring the total leasehold acreage ****.

RMI operates 20 ready mixed concrete trucks and conducts minor maintenance, fueling and washing of vehicles on site. The site was vacant prior to at least 2005, when the site was first discovered/developed. Production commenced in March 2007.

Data

The following data was provided to CMC by Insight Equity (Insight)/RMI for review:

	•		Bureau of Land Management, April 10, 2009, Contract for the Sale of Mineral Materials

	•		JA Cesare and Associates, Inc., January 1, 2002, Laboratory Analytical Results (2 samples/batch analyses).

	•		Las Vegas Materials Testing, February 4, 2008, Laboratory Analytical Results (3 samples/batch analyses).

	•		Ready Mix, Inc., undated **** Sieve Analyses

	•		Ready Mix, Inc., May 1, 2008, Monthly Quantity/Average Sales Price — Ready Mix Concrete (01/31/07 —12/31/10 forecast)

	•		Ready Mix, Inc., May 1, 2008, Monthly Sales/Cubic Yards by Plant — Ready Mix Concrete & Aggregates (01/01/00 — 03/01/08)

	•		Ready Mix, Inc., May 1, 2008, Rock & Sand Quote

	•		Ready Mix, Inc., May 1, 2008, Reserves Estimate — ****

	•		Redding Drilling & Pump Services, March 28, 2005, 24 Hour Pump Test for Ready Mix, Inc.

	•		**** Materials Division, March 2005 (6 samples/batch analyses).

	•		United States Security & Exchange Commission, March 27, 2008, Form 10-K, Ready Mix, Inc.

Parameters

Calculating an Opinion of Value requires the following parameters to be assessed:

	1.		Effective Date of Opinion of Value

	2.		Commencement Date of Production/Sales

	3.		Sustainable Production & Sales Rates


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

	4.		Saleable Reserves

	5.		Reserves Lives

	6.		Sustainable Royalty or Mining Income Rates

	7.		Applicable Fees or Mining Costs

	8.		Applicable Discount/Capitalization Rates

As previously mentioned, this Letter Opinion of Value assesses both the Mineral Interest Value and the Mining Interest Value. Also, since opinions of value must include a range in values, it is customary to calculate values utilizing an applicable range of parameters, when possible.

Based on CMC’s professional experience, available data and support information, a conservative range of parameters have been approximated and utilized to derive the Letter Opinion of Value “range”. These parameters are as follows:

1.		Effective Date of Opinion of Value

		The Effective Date of this Letter Opinion of Value is May 10, 2008, which represents the date all of the analyses were completed.

2.		Commencement Date of Production/Sales

		The Subject Property was developed in 2005/2006, and began production/sales in March 2007.

3.		Sustainable Production & Sales Rates

		The current ** lease agreement was recently renewed, and is valid through April 2009, with a maximum production limit of ** tons, through that date.

		RMI’s reported aggregate production figures (in tons) for **** (through March 2008) were as follows:


Month	2007		2008

Jan		—		22,044
Feb		—		21,403
Mar		5,728		22,042
Apr		15,032
May		30,422
Jun		32,613
Jul		28,935
Aug		33,800
Sep		25,146
Oct		30,022
Nov		20,830
Dec		13,974

Total tons		236,502		65,488
Average (Per Month)		23,650		21,829
Annual (Pro-Rated)		283,802		261,954

		Total tonnage produced in 2007 (10 months) was approximately 236,500 tons, at an average rate of 23,650 tons per month. Pro-rating this for a full year (12 months) would yield a total of approximately 282,800 tons.

		Total tonnage produced in 2008 (3 months) was approximately 65,488 tons, at an average rate of 21,829 tons per month. Pro-rating this for a full year (12 months) would yield a total of approximately 261,954 tons.

		RMI’s financial information and documents indicate that production toward the end of 2007 was down. This corresponds to CMC’s observations nationwide in the aggregate industry, which experienced an appreciable slowdown in the residential construction sector. Although slowdowns can occur, the aggregate industry is virtually recession-proof, as on-going demands for infrastructure, roads and


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

		materials propel the industry. In fact, demand in the aggregate industry in the United States has typically increased annually by at least 3% per year. Due to the short production history and lack of support data, CMC will conservatively estimate a sustainable production level of **** per year, non-escalating.

4.		Saleable Reserves

		RMI estimates that there are approximately ** of rock, sand & gravel reserves (after mining losses) on the ** Subject Property.

		Laboratory analytical data for the Subject Property did not include borehole data, or drilling results, but rather detailed analytical results on various samples of stockpile, pit run, and processed materials.

		Bulk specific gravity (BSG) tests were performed on both fine and coarse aggregates, with the result falling within a very narrow range. The average of nine (9) BSG tests was **** as follows:


Date	Material	B.S.G.

01/01/08	Washed Concrete Sand		*	***
01/01/08	Coarse Concrete Aggregate		*	***
01/01/08	Coarse Concrete Aggregate		*	***
01/01/02	Concrete Fine Aggregate		*	***
01/01/02	Coarse Aggregates		*	***
04/12/00	Pit Material Coarse		*	***
04/12/00	Pit Material Fine		*	***
04/12/00	Pit Material		*	***
04/12/00	Pit Material		*	***
	Average		*	***
	St. Dev.		*	***

		The small standard deviation value indicates that approximately 80% of the values fell within ** of ** and therefore were closely grouped together (i.e. a good sample set).

		BSG is an expression that compares the specific gravity of a material to the gravity of the same volume of fresh water (which equals 1.00). Therefore, since the density of water (assuming standard pressure, temperature) equals 62.3 pounds per cubic foot, then an average BSG of ** equates to pounds per cubic foot, or ** per cubic yard.

		A simple volumetric calculation can now be performed, assuming the following:

	•		**** Total

	•		25 foot perimeter setback

	•		1:1 mining slopes, to a maximum of 50 feet in depth

	•		15% Average Mining Losses (rock, sand & gravel)

	•		Total Mining Depth of 50 feet

		The above yields a theoretical reserves estimate of approximately ****.

		RMI did not provide any borehole or drilling information that could be utilized to confirm depth, or the total reserves, however most sand & gravel mines in the Las Vegas Area are mined using similar parameters to the above, and therefore RMI’s reserves estimate appears to be viable.

		To calculate the reserves for the **, one does not simply multiply by 5, as the properties would share common property lines that could be mined through, increasing the reserves amount. Using a simple volumetric calculation, with all of the same parameters as above, except for , yields a theoretical reserves estimate of **.


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

Therefore for the purposes of the opinions of value, **** will be utilized as the low end of the range, and represents mining only on the **** and **** will be utilized as the high end of the range, representing mining on ****.

5.		Reserves Life

		The reserves lives, after incorporating mining losses and utilizing the saleable reserves figure and sustainable production/sales rates summarized above, would be as follows:

	•		** Parcel, at per year = **

	•		** at per year = **

6.		Sustainable Royalty Rates or Mining Income Rates

		The ** for the Subject Property lists a fee (royalty) of of sand & gravel, and an administrative fee of , for a total royalty of on a maximum total of **.

		Assuming that the ** lease agreement can be extended for a longer term, and the fact that royalties are typically tied into the price of the materials (prices always increase over time), it is appropriate to escalate the ** royalty rate by 3% per year.

		For the Mineral Interest Value, the assumption is that the landowner would passively lease their reserves to a mining company, who would pay the landowner a royalty for the reserves. However, the landowner still has to pay the ** royalty from the royalties they receive from the mining company. The net difference between the mining company Royalty and the ** Royalty becomes the owner’s Profit Royalty.

		In CMC’s experience with mineral leases, royalties are typically tied into a fixed percentage of the sales price, with 8% to 10% of the material sales price being common. To remain conservative, it will be assumed that royalties; to the landowner from a mining company will be 9% of the sales price. Both the royalty, and the **** royalty are expected to increase by 3% per year.

		For Mining Income, RMI supplied CMC with a price sheet for materials picked up at the quarry (Freight on Board, or FOB). Per the request of CMC, RMI also supplied their internal (intercompany) pricing, which reflects the cost for selling their materials back to their concrete plant, at a discount:


	FOB	Inner Co.
PRODUCT DESCRIPTION	Per Ton	Per Ton
CONCRETE SAND	****	****
CONCRETE AGG.	****	****
3/8 AGG	****	****
PIT RUN	****	****
TRACK OUT	****	****
6" MINUS	****	****

For the mining interest calculations, CMC assumes that the valuation is based on non-related party (i.e. no discounts) selling the material at normal cost, to a third party customer. In this case, the aggregate “demand” would be controlled by the end use (ready mixed concrete). A typical concrete mixture is approximately 5% air, 11% Portland Cement, 41% Coarse Aggregate (gravel), 26% Fine Aggregate (Sand), and 16% water, therefore demand for gravel vs. sand would be approximately 61% gravel to 39% sand, which yields a weighted average price of ****. A similar weighted average calculation, assuming internal sales only, would be approximately ****. CMC assumes that material prices will increase at approximately 3%, and the **** royalty fee will still need to be paid.


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

7.		Applicable Fees or Mining Costs

		No other applicable fees were determined. Mining costs, however, are applicable to the mining income scenarios. Mining costs are often project specific, and unfortunately, RMI did not have enough data to provide mining costs.

		Based on CMC’s experience with sand & gravel pits in the Southwestern United States, dry mining is the most common practice. Mining costs, from the initial extraction, through processing and final loadout, are of the order of $3.50 to $4.00 per ton. Increases in mining costs are typically tied into increasing fuel prices, which have been between 3% to 5% per year, for the past several years.

		Therefore, an estimated mining cost of $3.75 per ton will be utilized. Mining costs will increase by an average of 4% per year, to account for increasing fuel prices.

8.		Discount Rates/Capitalization Rates

		CMC continuously monitors Industry Data, Mergers & Acquisitions, sales, financial analyses and financial performance of United States Construction Materials and Aggregate companies, to utilize as a benchmark for deriving applicable Discount/Capitalization Rates.

		The rolling average Rate of Return on Capital Employed (ROCE) between 1993 and 2007 for United States construction materials companies has been very stable, in the 12.0 to 13.6 percent range, being 12.2 percent in 2007. It should be noted that these are operator’s “risk rates” with the impacts of changing geological conditions, processing problems, competition, and market changes being reflected in the risk.

		While a royalty owner shares to some extent in the risks of the business, some of their royalty income is usually guaranteed through advance royalty provisions. Usually the royalty owner’s only risk is what level of production royalties they will receive on a month to month basis. A royalty owner’s risk is substantially lower than the operator’s risk, but not as low as the, so called, “safe risk rate” represented by the United States Government’s 30 Year Treasury Bonds (T-Bills), which have been around four (4) percent recently. Therefore, a discount rate somewhere between the “safe” rate of return (4%) and industry average rate of return (12.2%) is applicable.

		Since royalty income is received monthly (often guaranteed) throughout the course of a year, rather than as a lump sum at the end of the year, Monthly Discount rates are appropriate. Deferrals, such as for permitting and deferral of income, are discounted using Year-End Discount rates. Mining Income, which is received daily is discounted using banking days for the term, to reflect the income receipt frequency.

		Discount rates that CMC considers applicable for this Letter Opinion of Value are as follows:

	•		Mineral Interest Scenarios = 9.0% Discount Rate (Monthly), 9.0% Deferral Rate (Year-End)

	•		Mining Interest Scenarios = 15.0% Discount Rate (Bank Days), 15.0% Deferral Rate (Year-End)

Calculations

The calculations for the Opinion(s) of Value can now be made, utilizing the above parameters and ranges, as summarized in the following six(6) tables, setup as follows:

	1.		Table 1 — Mineral Interest on ****.

	2.		Table 2 — Mineral Interest on ****.

	3.		Table 3 — Mining Interest on ****.

	4.		Table 4 — Mining Interest on ****.

	5.		Table 5 — Mining Interest on ****, except assuming Internal Sales prices (per client request).

	6.		Table 6 — Mining Interest on ****, except assuming Internal Sales prices (per client request).

H:\CMC\PROJECTS\ACTIVE\A-L\I023-01-01 (Insight Equity, ****Reports\Letter Opinion\I023-01-01 - Letter Opinion Attach 05-10-08.doc


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 1
OPINION OF VALUE 1
MINERAL INTEREST ****

Year¹

Production

Mining²

Sales³

Average

BLM

Profit⁴

Royalty

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

FOB Price

Royalty

Fee

Royalty

Income

1 Year at 9.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Monthly)

(Year-End)

($)

2008

****

2009

****

2010

****

2011

****

2012

****

2013

****

2014

****

2015

****

2016

****

2017

****

2018

****

2019

****

2020

****

2021

****

2022

****

2023

****

Totals

****

Averages

****

A→

****

B→

****


Notes:

Production Rates — Mining Losses = Sales Rates; Sales Rates x Royalty Rates = Royalty Income

Royalty Income x Discount Rate x Deferral Rate = Net Present Value


¹		Exhaustion of Mineral Reserves in ****

²		Mining Losses of 15%

³		Production projected to increase by 3% per year, frozen to ****, after year 10

⁴		Profit Royalty Calculated as Follows: Average Royalty (9% of FOB Price) minus **** equals Profit Royalty.

A→		Total Cash Flow of Royalty Income (Not Discounted For Risk/Time, Rounded To Nearest $100)

B→		Net Present Value of Royalty Income (After Being Discounted For Risk/Time, Rounded to Nearest $100)


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 2
OPINION OF VALUE 2
MINERAL INTEREST ****

Year¹

Production

Mining²

Sales³

Average

BLM

Profit⁴

Royalty

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

FOB Price

Royalty

Fee

Royalty

Income

1 Year at 9.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Monthly)

(Year-End)

($)

2008

****

2009

****

2010

****

2011

****

2012

****

2013

****

2014

****

2015

****

2016

****

2017

****

2018

****

2019

****

2020

****

2021

****

2022

****

2023

****

2024

****

2025

****

2026

****

2027

****

2028

****

2029

****

2030

****

2031

****

2032

****

2033

****

2034

****

2035

****

2036

****

2037

****

2038

****

2039

****

2040

****

2041

****

2042

****

2043

****

2044

****

2045

****

2046

****

2047

****

2048

****

2049

****

2050

****

2051

****

2052

****

2053

****

2054

****

2055

****

2056

****

2057

****

2058

****

2059

****

2060

****

2061

****

2062

****

2063

****

2064

****

2065

****

2066

****

2067

****

2068

****

2069

****

2070

****

2071

****

2072

****


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 2
OPINION OF VALUE 2
MINERAL INTEREST — ****

Year¹

Production

Mining²

Sales³

Average

BLM

Profit⁴

Royalty

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

FOB Price

Royalty

Fee

Royalty

Income

1 Year at 9.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Monthly)

(Year-End)

($)

2073

****

2074

****

2075

****

2076

****

2077

****

2078

****

2079

****

2080

****

2081

****

2082

****

Totals

****

Averages

****

A→

****

B→

****


Notes:

Production Rates — Mining Losses = Sales Rates; Sales Rates x Royalty Rates = Royalty Income

Royalty Income x Discount Rate x Deferral Rate = Net Present Value


¹		Exhaustion of Mineral Reserves in ****

²		Mining Losses of 15%

³		Production projected to increase by 3% per year, frozen to **** per year, after year 10

⁴		Profit Royalty Calculated as Follows: Average Royalty (9% of FOB Price) minus **** equals Profit Royalty.

A→		Total Cash Flow of Royalty Income (Not Discounted For Risk/Time, Rounded To Nearest $100)

B→		Net Present Value of Royalty Income (After Being Discounted For Risk/Time, Rounded to Nearest $100)


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 3
OPINION OF VALUE 3
MINING INTEREST — ****

Year¹

Production²

Mining³

Sales⁴

Sales⁵

BLM

Mining⁶

Mining

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

Price

Fee

Costs

Income

1 Year at 15.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Bank Days)

(Year-End)

($)

2008

****

2009

****

2010

****

2011

****

2012

****

2013

****

2014

****

2015

****

2016

****

2017

****

2018

****

2019

****

2020

****

2021

****

2022

****

2023

****

Totals

****

Averages

****

A →

****

B →

****

Notes:



¹		Exhaustion of Mineral Reserves in Year ********

²		Production projected to increase by 3% per year, frozen to **** per year, after year 10

³		Mining Losses of 15%

⁴		Sales Rates = Production Minus Mining Losses

⁵		Sales Prices projected to increase at a rate of 3% per year

⁶		Mining Costs projected to increase at a rate of 4% per year

⁷		Mining Income is equal to the sum of the Sales price minus **** & Mining costs, times the sales rates

A →		Total Cash Flow of Mining Income Over Life Of Reserves (NOT discounted for risk/time, rounded to neares $100)

B →		Net Present Value of Mining Income (Discounted for risk/time, rounded to nearest $100)


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 4
OPINION OF VALUE 4
MINING INTEREST — ****

Year¹

Production²

Mining³

Sales⁴

Sales⁵

BLM

Mining⁶

Mining

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

Price

Fee

Costs

Income

1 Year at 15.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Bank Days)

(Year-End)

($)

2008

****

2009

****

2010

****

2011

****

2012

****

2013

****

2014

****

2015

****

2016

****

2017

****

2018

****

2019

****

2020

****

2021

****

2022

****

2023

****

2024

****

2025

****

2026

****

2027

****

2028

****

2029

****

2030

****

2031

****

2032

****

2033

****

2034

****

2035

****

2036

****

2037

****

2038

****

2039

****

2040

****

2041

****

2042

****

2043

****

2044

****

2045

****

2046

****

2047

****

2048

****

2049

****

2050

****

2051

****

2052

****

2053

****

2054

****

2055

****

2056

****

2057

****

2058

****

2059

****

2060

****

2061

****

2062

****

2063

****

2064

****

2065

****

2066

****

2067

****

2068

****

2069

****


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 4
OPINION OF VALUE 4
MINING INTEREST — ****

Year¹

Production²

Mining³

Sales⁴

Sales⁵

BLM

Mining⁶

Mining

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

Price

Fee

Costs

Income

1 Year at 15.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Bank Days)

(Year-End)

($)

2070

****

2071

****

2072

****

2073

****

2074

****

2075

****

2076

****

2077

****

2078

****

2079

****

2080

****

2081

****

2082

****

Totals

****

Averages

****

A→

****

B→

****


Notes:

¹		Exhaustion of Mineral Reserves in Year ****

²		Production projected to increase by 3% per year, frozen to **** per year, after year 10

³		Mining Losses of 15%

⁴		Sales Rates = Production Minus Mining Losses

⁵		Sales Prices projected to increase at a rate of 3% per year

⁶		Mining Costs projected to increase at a rate of 4% per year

⁷		Mining Income is equal to the sum of the Sales Price minus **** & Mining Costs, times the Sales Rates

A→		Total Cash Flow of Mining Income Over Life Of Reserves (NOT discounted for risk time, rounded to nearest $100)

B→		Net Present Value of Mining Income (Discounted for risk/time, rounded to nearest $100)


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 5
OPINION OF VALUE 5 — INTERNAL SALES PRICES
MINING INTEREST — ****

Year¹

Production²

Mining³

Sales⁴

Sales⁵

BLM

Mining⁶

Mining⁷

Discount Rate

Deferral Rate

Net Present

Commencing

Rates

Losses

Rates

Price

Fee

Costs

Income

1 Year at 15.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Bank Days)

(Year-End)

($)

2008

****

2009

****

2010

****

2011

****

2012

****

2013

****

2014

****

2015

****

2016

****

2017

****

2018

****

2019

****

2020

****

2021

****

2022

****

2023

****

Totals

****

Averages

****

A→

****

B→

****


Notes:

¹		Exhaustion of Mineral Reserves in Year ****

²		Production projected to increase by 3% per year, frozen to **** per year, after year 10

³		Mining Losses of 15%

⁴		Sales Rates = Production Minus Mining Losses

⁵		Sales Prices projected to increase at a rate of 3% per year

⁶		Mining Costs projected to increase at rate of 4% per year

⁷		Mining Income is equal to the sum of Sales Price minus **** & Mining Costs, times the Sales Rates

A→		Total Cash Flow of Mining Income Over Life of Reserves (NOT discounted for risk/time, rounded to nearest $100)

B→		Net Present Value of Mining Income (Discounted for risk/time, rounded to nearest $100)


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 6
OPINION OF VALUE 6 — INTERNAL SALES PRICES
MINING INTEREST — ****

Year¹

Production²

Mining³

Sales⁴

Sales⁵

BLM

Mining⁶

Mining

Discount Rate

Deferral

Net Present

Commencing

Rates

Losses

Rates

Price

Fee

Costs

Income

1 Year at 15.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Bank Days)

(Year-End)

($)

2008

****

2009

****

2010

****

2011

****

2012

****

2013

****

2014

****

2015

****

2016

****

2017

****

2018

****

2019

****

2020

****

2021

****

2022

****

2023

****

2024

****

2025

****

2026

****

2027

****

2028

****

2029

****

2030

****

2031

****

2032

****

2033

****

2034

****

2035

****

2036

****

2037

****

2038

****

2039

****

2040

****

2041

****

2042

****

2043

****

2044

****

2045

****

2046

****

2047

****

2048

****

2049

****

2050

****

2051

****

2052

****

2053

****

2054

****

2055

****

2056

****

2057

****

2058

****

2059

****

2060

****

2061

****

2062

****

2063

****

2064

****

2065

****

2066

****

2067

****

2068

****

2069

****


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

TABLE 6
OPINION OF VALUE 6 — INTERNAL SALES PRICES
MINING INTEREST — ****

Year¹

Production²

Mining³

Sales⁴

Sales⁵

BLM

Mining⁶

Mining

Discount Rate

Deferral

Net Present

Commencing

Rates

Losses

Rates

Price

Fee

Costs

Income

1 Year at 15.0%

Value

May 5th

(Tons/Year)

($/Ton)

($/Year)

(Bank Days)

(Year-End)

($)

2070

****

2071

****

2072

****

2073

****

2074

****

2075

****

2076

****

2077

****

2078

****

2079

****

2080

****

2081

****

2082

****

Totals

****

Averages

****

A→

****

B→

****



Notes:

¹		Exhaustion of Mineral Reserves in Year ****

²		Production projected to increase by 3% per year, frozen to **** per year, after year 10

³		Mining Losses of 15%

⁴		Sales Rates = Production Minus Mining Losses

⁵		Sales Prices projected to increase at a rate of 3% per year

⁶		Mining Costs projected to increase at a rate of 4% per year

⁷		Mining Income is equal to the sum of the Sales Price minus **** Mining Costs, times the Sales Rates

A →		Total Cash Flow of Mining Income Over Life Of Reserves (NOT discounted for risk/time, rounded to nearest $100)

B →		Net Present Value of Mining Income (Discounted for risk/time, rounded to nearest $100)


****		Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

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