Item 8.01. Other Events.
As previously announced, Meadow Valley Corporation ("Meadow Valley") is party to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated July 28, 2008, among Meadow Valley and Phoenix Parent Corp. (which is now known as Meadow Valley Parent Corp.) ("Parent") and Phoenix Merger Sub, Inc., both affiliates of Insight Equity I LP. On January 8, 2009, Meadow Valley issued a press release announcing that the merger had not been consummated on or prior to January 7, 2009, the outside date for the merger (the "Outside Date"). Pursuant to the Merger Agreement, the failure of the closing to occur by the Outside Date gives either Meadow Valley or Parent the right to terminate the Merger Agreement and abandon the merger so long as the terminating party has satisfied all of its conditions to closing. As of today, Meadow Valley has not satisfied all of the conditions to closing necessary to consummate the merger and Parent has not provided Meadow Valley with any notice of termination. Unless and until terminated in accordance with its terms, the Merger Agreement remains in full force and effect and each party thereto remains obligated to use its reasonable best efforts to take all appropriate action to expeditiously consummate the merger and each of the parties is proceeding on such basis. Item 9.01(d). Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release of Meadow Valley Corporation, dated January 8, 2009.

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