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INDEX TO DELTA PLC CONSOLIDATED FINANCIAL STATEMENTS
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-165926

CALCULATION OF REGISTRATION FEE

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Prospectus Supplement
(To Prospectus dated April 7, 2010)

$300,000,000

Valmont Industries, Inc.

6.625% Senior Notes Due 2020

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        The notes will mature on April 20, 2020. We will pay interest on the notes each April 20 and October 20. The first interest payment will be made on October 20, 2010.

        We may redeem some or all of the notes at any time at the price described under the heading "Description of the Notes and Guarantees - Optional Redemption." There is no sinking fund for the notes.

        The notes will be fully and unconditionally guaranteed by all of our subsidiaries that guarantee our revolving credit facility. The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness, including all other unsubordinated debt securities that may be issued under the indenture from time to time outstanding.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        Investing in the notes involves risks. See "Risk Factors" beginning on page S-7.

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(1)

Plus accrued interest, if any, from April 12, 2010.

        The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about April 12, 2010, against payment in immediately available funds.

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Joint Book-Running Managers

Co-Managers

The date of this prospectus supplement is April 7, 2010.

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        You should rely only on the information contained or incorporated by reference in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information contained or incorporated by reference in this document may only be accurate on the date of this document.

NOTICE TO NEW HAMPSHIRE RESIDENTS

        NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OF QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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ABOUT THIS PROSPECTUS SUPPLEMENT

        This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, or the information incorporated by reference in this prospectus supplement, may add, update or change information in the accompanying prospectus. If information contained in this prospectus supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the accompanying prospectus, this prospectus supplement, or the information incorporated by reference in this prospectus supplement, will apply and will supersede that information in the accompanying prospectus.

        It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the information in the documents we have referred you to under the caption "Where You Can Find More Information" in the accompanying prospectus and under the captions "Where You Can Find More Information" and "Incorporation of Certain Information By Reference" in this prospectus supplement.

        Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement to "Valmont," "Company," "we," "us" and "our" refer to Valmont Industries, Inc. and its subsidiaries, and references in this prospectus supplement to "Delta" refer to Delta plc and its subsidiaries. We refer to Valmont and its subsidiaries, including Delta and its subsidiaries, after the completion of the Acquisition as the "combined company."

        References in this prospectus supplement to the "Acquisition" refer to the pending acquisition by Valmont of 100% of the issued and to be issued ordinary share capital of Delta at the offer price of 185 pence in cash for each Delta share.

        In this prospectus supplement, references to "$," "U.S. dollars" and "dollars" are to the lawful currency of the United States and references to "£," "pounds sterling," "pounds" and "pence" are to the lawful currency of the United Kingdom.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange Act"). You may read and copy this information at the following location of the SEC:

Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549

        You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet worldwide website that contains reports, proxy statements and other information about issuers like Valmont who file electronically with the SEC. The address of the site is http://www.sec.gov. Delta is not a reporting company under the Exchange Act.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The SEC allows us to incorporate information into this prospectus supplement "by reference," which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, except for any information superseded by information contained directly in this prospectus supplement. These documents contain important information about Valmont and its financial condition, business and results.

        We are incorporating by reference the filings of Valmont listed below and any additional documents that we may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange

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Act on or after the date of the filing of this prospectus supplement and prior to the termination of the offering; provided, however, that we are not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K:

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our Annual Report on Form 10-K for the fiscal year ended December 26, 2009 (including the portions of our proxy statement for our 2010 annual meeting of shareholders incorporated by reference therein); and



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our Current Reports on Form 8-K filed with the SEC on March 9, 2010 and April 6, 2010.

        You may obtain any of these documents from the SEC at the SEC's Internet website at http://www.sec.gov. You may also obtain a free copy of any of these filings from us by telephoning or writing to us at the following address and telephone number:

Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154
Attention: Corporate Secretary
Telephone: (402) 963-1000

        YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, OR TO WHICH WE HAVE REFERRED YOU, IN MAKING YOUR DECISIONS WHETHER TO INVEST IN THE NOTES. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT DIFFERS FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT IS DATED APRIL 7, 2010. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE APPLICABLE DOCUMENT, UNLESS WE OTHERWISE NOTE IN THIS PROSPECTUS SUPPLEMENT.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

        Certain statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management's perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. As you read and consider this prospectus supplement and the accompanying prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although management believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company's actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include among other things, risk factors described from time to time in the Company's reports to the SEC, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw material, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments. The Company cautions that any forward-looking statement included or incorporated by reference in this prospectus supplement or the accompanying prospectus is made as of the date of this prospectus supplement, the accompanying prospectus or the incorporated document, as applicable, and the Company does not undertake to update any forward-looking statement except as required by applicable law or regulation.

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PROSPECTUS SUPPLEMENT SUMMARY

        The following summary highlights information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. It may not contain all of the information that you should consider before investing in the notes. You should carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference herein that are described under "Where You Can Find More Information" and "Incorporation of Certain Information By Reference" and any other documents to which we have referred.

Valmont Industries, Inc.

        We are a diversified global producer of fabricated metal products and are a leading producer of steel and aluminum pole and tower structures in our engineered support structures segment and steel and concrete pole structures in our utilities support structures segment, and are a global producer of mechanized irrigation systems in our irrigation segment. We also provide metal coating services, including galvanizing, painting and anodizing in our coatings business.

        Our pole and tower structures sold through our engineered support structures segment support outdoor lighting and traffic control fixtures and wireless communication equipment. Our pole structures sold through our utilities support structures segment support electrical transmission and distribution lines and related power distribution equipment. Our irrigation segment produces mechanized irrigation equipment that delivers water, chemical fertilizers and pesticides to agricultural crops. Customers and end-users of our products include state and federal governments, contractors, utility and telecommunications companies, manufacturers of commercial lighting fixtures and large farms as well as the general manufacturing sector.

        We are a Delaware corporation with principal executive offices at One Valmont Plaza, Omaha, Nebraska 68154. Our telephone number is (402) 963-1000 and our Internet website is www.valmont.com. Except for the documents incorporated by reference in this prospectus supplement and the accompanying prospectus as described under the "Incorporation of Certain Information By Reference" heading in this prospectus supplement and under the "Where You Can Find More Information" heading in the accompanying prospectus, the information and other content contained on our website are not incorporated by reference in this prospectus supplement or the accompanying prospectus, and you should not consider them to be a part of this prospectus supplement or the accompanying prospectus.

Recent Developments: Offer to Acquire Delta plc

        On March 4, 2010, we announced that our wholly-owned subsidiary, Valmont Group Pty Ltd, which we refer to as "Valmont Group," would commence a cash offer for all of the issued and to be issued ordinary share capital of Delta. The offer, which was made on March 10, 2010, is 185 pence in cash for each Delta share, valuing the entire existing ordinary share capital of Delta at approximately £284.5 million, or approximately $439.0 million based on an average exchange rate of $1.543 / £ contained in foreign currency hedging transactions we executed in connection with the Acquisition. Valmont Group intends to finance the offer with the net proceeds from the sale of the notes and cash or, if the note offering is not completed, committed debt financing which will be provided by affiliates of the underwriters.

        We announced on April 1, 2010 that we agreed to the payment by Delta of a second interim dividend of 4.8 pence per Delta ordinary share for Delta's year ended December 31, 2009 in lieu of any final dividend. This amount is in addition to the offer price of 185 pence per Delta share. We have also confirmed that the offer price is now final and will not be increased, except that Valmont Group reserves the right to increase the offer price in the event of an announcement of an offer or a possible

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offer for Delta shares by a third party offeror or potential offeror, or in any other competitive situation.

        Valmont Group has received an irrevocable undertaking to accept the offer from Delta's largest shareholder, Aberforth Partners LLP, in respect of 16,973,785 Delta shares, representing approximately 11% of the issued ordinary share capital of Delta.

        The current offer period expires on April 19, 2010. The closing of the Acquisition is expected to occur after the closing of this offering and is not a condition to this offering.

        We believe the Acquisition represents an opportunity for us to add:

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highly complementary businesses to our existing businesses and significantly expand our footprint outside the United States, in fast-growing Asian markets and Australia's strong resource driven economy; and



•

new growth platforms, particularly in road safety and access systems.

        See "Acquisition of Delta plc—Overview of the Acquisition" for additional information on the offer to acquire Delta.

Delta plc

        Delta is an international group headquartered in the United Kingdom and listed on the London Stock Exchange (LSE: DLTA) with manufacturing operations employing over 2,500 people in Australia, Asia, South Africa and the United States. Delta's businesses include engineered steel products, galvanizing services and manganese materials. Delta's engineered steel products businesses produce power transmission and distribution, lighting and telecommunications poles, industrial grating and access systems, road safety barrier systems, architectural sunscreen systems and forged steel grinding media. Delta's galvanizing services businesses provide hot-dip galvanizing services at plants in Australia, Asia and the United States. Delta also reclaims zinc from ash and dross, and produces zinc alloys and oxides. Delta's interests in manganese materials businesses comprise substantial shareholdings in Delta EMD, a company listed on the Johannesburg Stock Exchange and a leading global supplier of electrolytic manganese dioxide for use in the manufacture of disposable batteries, and in Manganese Metal Company, a leading global supplier of manganese metal for use in the production of steel, aluminum and electronic components.

        For the year ended December 31, 2009, Delta had revenue and operating profit of £333.0 million and £50.4 million, respectively. For the same period, the engineered steel products, galvanizing services and manganese materials segments produced 66%, 23% and 11% of revenue, respectively, with over 80% of total revenue generated in the Australasia and South-East Asia region.

        Delta is incorporated in Great Britain as a public limited company with its registered office (principal executive office) at Bridewell Gate, 9 Bridewell Place, London, England, EC4V 6AW.

        See "Acquisition of Delta plc—Overview of Delta plc" for additional information on Delta.

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The Offering

        The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the information that may be important to you. For a more detailed description of the notes, please refer to the section entitled "Description of the Notes and Guarantees" in this prospectus supplement and the section entitled "Description of Debt Securities and Guarantees" in the accompanying prospectus.

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Summary Historical Financial Data of Valmont Industries, Inc.

        The following table sets forth summary historical financial data of Valmont as of the dates and for the periods indicated. We have derived the summary historical consolidated statement of operations data for the fiscal years ended December 26, 2009, December 27, 2008 and December 29, 2007 and the summary historical consolidated balance sheet data as of December 26, 2009 and December 27, 2008 from the audited consolidated financial statements of Valmont contained in our Annual Report on Form 10-K for the fiscal year ended December 26, 2009 and incorporated by reference in this prospectus supplement and the accompanying prospectus. We have derived the summary historical consolidated statement of operations data for the fiscal years ended December 30, 2006 and December 31, 2005 and the summary historical consolidated balance sheet data as of December 29, 2007, December 30, 2006 and December 31, 2005 from consolidated financial statements of Valmont.

        You should read the information contained in this table in conjunction with the historical audited consolidated financial statements of Valmont, the accompanying notes and the "Management's Discussion and Analysis of Financial Condition and Results of Operation" contained in our Annual Report on Form 10-K for the fiscal year ended December 26, 2009, which is incorporated by reference in this prospectus supplement and the accompanying prospectus.

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RISK FACTORS

        Investing in the notes involves various risks, including the risks described below and in the documents we incorporate by reference herein. You should carefully consider these risks and the other information contained in this prospectus supplement and the accompanying prospectus before deciding to invest in the notes. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations, financial condition and liquidity.

Risk Factors Relating to the Delta Acquisition

Failure to acquire a significant percentage of the Delta shares will affect our ability to acquire 100% of the Delta shares, which could reduce or delay the net income benefits to the combined company.

        We are seeking to acquire 100% of the shares of Delta by means of an offer. To effect a compulsory acquisition of the remaining Delta shares, we will need to first obtain at least 90% of the Delta shares to which the offer relates. Unlike domestic U.S. corporations, an English corporation cannot merge with another corporation with the approval of a majority shareholder vote. The current offer period expires on April 19, 2010. As of the date of this prospectus supplement, we had not received acceptances for 90% of the Delta shares. We cannot be certain that we will obtain at least 90% of the Delta shares during any offer period. Therefore, we may not be able to implement a compulsory acquisition of the remaining Delta shares. Furthermore, if we do not receive acceptances representing 75% of Delta's outstanding share capital we may not control sufficient voting rights to delist Delta unilaterally from the Official List and from trading on the London Stock Exchange; it may take longer and be more difficult to acquire 100% of the Delta shares; and the full amount of the net income benefits identified for the combined company may not be obtained or may only be obtained over a longer period of time. In addition, if we end up owning less than 100% of Delta, we may not be able to carry out certain intra-company transactions with Delta and its subsidiaries on favorable terms, or at all. This may adversely affect our ability to achieve the expected amount of net income benefits.

We have made certain assumptions relating to the Acquisition that may prove to be materially inaccurate.

        We have made certain assumptions relating to the Acquisition. Our assumptions may be inaccurate, including as the result of the failure to realize the expected benefits of the Acquisition, higher than expected transaction and integration costs as well as general economic and business conditions that could adversely affect the combined company following the completion of the Acquisition. For example, our offer price for the Delta shares represents an enterprise value that is more than £100 million over Delta's net book value. Accordingly, we will likely record a substantial amount of goodwill and other intangible assets as a result of the Acquisition. In the event that industry, competitive or technological factors become unfavorable, we may incur future impairment of the value of goodwill and other intangible assets acquired through the Acquisition.

If there are significant, unforeseen difficulties integrating the business operations of Valmont and Delta, they could adversely affect the business of the combined company.

        The Acquisition is substantially larger than any of our previous acquisitions. We intend, to the extent possible, to integrate our operations with those of Delta, which will require the time, effort, attention and dedication of management resources and may distract management from their other responsibilities. Our goal in integrating these operations is to increase revenues through enhanced growth opportunities. However, we may encounter difficulties integrating our operations with Delta's operations, including with respect to coordinating geographically separate organizations, coordinating production, marketing and sales functions and consolidating corporate and administrative infrastructures, which may strain our administrative, operational and financial resources. If such difficulties are significant, this could adversely affect the business of the combined company.

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We may incur higher than expected integration, transaction and acquisition-related costs.

        We expect to incur a number of non-recurring costs associated with combining the operations of the two companies, including potential upgrades related to information technology integration, accounting migration and other activities necessary to handle financial reporting, tax and regulatory compliance. These non-recurring costs are not reflected in the pro forma condensed combined financial data included in this prospectus supplement. We will also incur legal, accounting and transaction fees and other costs related to the offer. Some of these costs are payable regardless of whether the offer is completed. In addition, some of these costs could be higher than we anticipate, which could reduce the net benefits of the transaction and impact our results of operations.

        Please see "—Failure to acquire a significant percentage of the Delta shares will affect our ability to acquire 100% of the Delta shares, which could reduce or delay the net income benefits to the combined company."

The combined company will be more exposed to currency exchange rate fluctuations and fluctuations in the price of raw materials in foreign markets as, following completion of the Acquisition, there will be an increased proportion of assets, liabilities, costs and earnings in foreign markets and denominated in foreign currencies.

        As a result of the completion of the Acquisition, the financial results of the combined company will be more exposed to currency exchange rate fluctuations and fluctuations in the price of raw materials in foreign markets, and an increased proportion of our assets, liabilities, costs and earnings will be in foreign markets and denominated in non-U.S. dollar currencies.

        The combined company will present its financial statements in U.S. dollars and will have a significant proportion of net assets and income in non-U.S. dollar currencies, primarily the Australian dollar, Euro, Chinese renminbi and South African rand. The combined company's financial results and capital ratios will therefore be more sensitive to movements in foreign exchange rates. In addition, the combined company will be exposed to the volatility of worldwide and local market prices of additional raw materials such as steel, zinc and manganese ore and to the prices of electricity and natural gas in the markets where Delta has manufacturing facilities, including Asia, South Africa, Australia and New Zealand. A depreciation of non-U.S. dollar currencies relative to the U.S. dollar or an increase in the price of raw materials in foreign markets could have an adverse impact on the combined company's financial results.

The combined company will be more exposed to the risks of doing business in foreign markets.

        We are an international manufacturing company with operations around the world. At December 26, 2009, we operated over 50 manufacturing plants, located on five continents, and sold our products in more than 100 countries. In 2009, approximately 25% of our total sales were either sold in markets or produced by our manufacturing plants outside of North America. We have operations in geographic markets that have recently experienced political instability, such as the Middle East, and economic uncertainty, such as Argentina. We also have a significant manufacturing presence in China. We expect that international sales will continue to account for a significant percentage of our net sales into the foreseeable future. Accordingly, our foreign business operations and our foreign sales and profits are subject to the following potential risks:

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political and economic instability where we have foreign business operations, resulting in the reduction of the value of, or the loss of, our investment;



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recessions in economies of countries in which we have business operations, decreasing our international sales;



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difficulties and costs of staffing and managing our foreign operations, increasing our foreign operating costs and decreasing profits;

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difficulties in enforcing our rights outside the United States for patents on our manufacturing machinery, poles and irrigation designs;



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increases in tariffs, export controls, taxes and other trade barriers reducing our international sales and our profit on these sales; and



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acts of war or terrorism.

        As a result, we may lose some of our foreign investment or our foreign sales and profits may be materially reduced because of risks of doing business in foreign markets. In 2009, approximately 85% of Delta's total sales were either sold in markets or produced by manufacturing plants outside of North America. If we are successful in our attempt to acquire Delta, these risks will be heightened due to the concentration of Delta's operations in Australia, Asia and South Africa.

Our level of indebtedness following the completion of the Acquisition will be substantial and will effectively reduce the amount of funds available for other business purposes.

        As of December 26, 2009, we had approximately $172.4 million of total indebtedness. In connection with the Acquisition, we currently expect to incur up to approximately $385.3 million of incremental indebtedness to finance the Acquisition. In addition, we will have approximately $169.4 million of additional available borrowings under our revolving credit facility, which may be used for the Acquisition or other corporate purposes. Interest costs related to the notes and other debt we may incur to finance the Acquisition will be substantial. Our increased level of indebtedness could reduce funds available for additional acquisitions, capital expenditures or other business purposes, impact our ratings, restrict our financial and operating flexibility or create competitive disadvantages compared to other companies with lower debt levels.

        Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things:

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to seek additional financing in the debt or equity markets;



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to refinance or restructure all or a portion of our indebtedness, including the notes;



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to sell selected assets or businesses; or



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to reduce or delay planned capital or operating expenditures.

        Such measures might not be sufficient to enable us to service our debt and meet our other cash requirements, including the notes. In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.

The unaudited pro forma condensed combined financial data in this prospectus supplement is presented for illustrative purposes only and does not purport to be indicative of what our actual financial position or results of operations would have been had the Acquisition been completed on the dates indicated.

        The unaudited pro forma condensed combined financial data reflects adjustments and assumptions, which are based upon preliminary estimates to allocate the purchase price to Delta's net assets, rendering these types of adjustments and assumptions difficult to make with complete accuracy. The purchase price allocation reflected in this prospectus supplement is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Delta as of the date of the completion of the Acquisition. In addition, subsequent to the Acquisition completion date, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this prospectus supplement. Please see "Unaudited Pro Forma Condensed Combined Financial Data" for more information.

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We will assume an underfunded pension liability as part of the Acquisition and the combined company may be required to increase funding of the plan and/or be subject to restrictions on the use of excess cash.

        Delta is the sponsor of a defined benefit pension plan that, as of December 31, 2009, covered approximately 7,200 members in the United Kingdom, most of whom are inactive and retired former employees. At December 31, 2009, this plan was, for accounting purposes, underfunded by approximately £71.2 million. Although this underfunded position and the current agreement with the trustees of the pension plan for annual funding until March 31, 2018 of approximately £6.3 million in respect of the funding shortfall and approximately £1.0 million in respect of administrative expenses were considered in determining the offer price for Delta shares, the underfunded position may adversely affect the combined company as follows:

•

Laws and regulations normally require a new funding plan to be agreed every three years, with the next few funding plan to be agreed with the plan trustees by June 30, 2013. Changes in actuarial assumptions, including future discount, inflation and interest rates, investment returns and mortality rates, may increase the underfunded position of the pension plan and cause the combined company to increase its funding levels in the pension plan to cover underfunded liabilities.



•

The pension plan is regulated in the United Kingdom and trustees represent the interests of covered workers. Laws and regulations could create an immediate funding obligation to the pension plan which could be significantly greater than the £71.2 million assumed for accounting purposes as of December 31, 2009 and calculated by reference to the cost of buying out liabilities on the insurance market, and could impact the ability to use Delta's existing cash or the combined company's future excess cash to grow the business or finance other obligations. The use of Delta's cash and future cash flows beyond the operation of Delta's business or the satisfaction of Delta's obligations would require negotiations with the trustees and regulators.

Delta may have unknown liabilities or liabilities which exceed our estimates. Any such liabilities could adversely affect the financial position of the combined company.

        Delta has been in existence for over 100 years. It has operated a number of businesses over its history, including manufacturing businesses. These businesses may have associated with them various potential liabilities including, but not limited to, product liability, environmental, tax, liabilities relating to businesses previously divested by Delta and other potential liabilities that could adversely affect the financial position of the combined company. We will assume these liabilities if we acquire Delta. While we have evaluated and continue to evaluate what we believe to be the most significant of these liabilities, it is possible that certain unknown liabilities could be realized and other liabilities (including those that we have fully evaluated and those that we have not fully evaluated) may exceed our estimates once we have acquired Delta. Further adjustments may be made to our preliminary pro forma purchase price accounting adjustments based on the completion of the final valuation of the Acquisition and other reviews. Specifically, following the closing of the Acquisition, we will complete a valuation of Delta's fixed assets and intangible assets and evaluation of contingent liabilities, and our final valuation may include the realization or quantification of contingent liabilities that are currently not included in the preliminary pro forma purchase price adjustments, which could adversely affect the financial position of the combined company.

Risks Factors Relating to the Offering

An active trading market for the notes may not develop.

        There is currently no public market for the notes, and we do not currently plan to list the notes on any national securities exchange or arrange for their quotation on an automated quotation system. In addition, the liquidity of any trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for these notes, prevailing interest rates, ratings assigned to the notes, time remaining to the maturity of the notes, outstanding amount of the notes, the market for similar securities, prospects for other companies in our industry and changes in our consolidated financial condition, results of operations or prospects. A liquid trading market in the notes may not develop, which could decrease the amounts you would otherwise receive upon a sale or disposition of the notes.

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The notes are the unsecured obligations of Valmont Industries, Inc. and its subsidiaries that guarantee the notes. The notes are not obligations of our other subsidiaries and will be structurally subordinated to creditor claims against these non-guarantor subsidiaries. Structural subordination increases the risk that we will be unable to meet our obligations on the notes.

        The notes are exclusively the obligations of Valmont Industries, Inc. and its subsidiaries that guarantee the notes. The notes are not obligations of our other subsidiaries. A substantial portion of our operations are conducted through these non-guarantor subsidiaries. As a result, our cash flow and ability to service our debt, including the notes, depends, in part, upon the earnings of our non-guarantor subsidiaries and the distribution to us of earnings, loans or other payments by such non-guarantor subsidiaries.

        Our subsidiaries are separate and distinct legal entities. Certain of our subsidiaries will not guarantee the notes and are under no obligation to pay any amounts due on the notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. Payments to us by our subsidiaries will also be contingent upon such subsidiaries' earnings and business considerations and may be subject to legal and contractual restrictions. As of December 26, 2009, we had approximately $493.9 million of total liabilities on a consolidated basis. Of this amount, our non-guarantor subsidiaries had approximately $135.1 million of liabilities (including trade payables and excluding intercompany debt) to which the notes will be structurally subordinated.

        Our right to receive any assets of any of our non-guarantor subsidiaries upon their liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be effectively subordinated to the claims of the creditors of such non-guarantor subsidiaries, including senior and subordinated debt holders and bank and trade creditors. In addition, even if we were a creditor of any of our non-guarantor subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of such non-guarantor subsidiaries and any indebtedness of such non-guarantor subsidiaries senior to that held by us.

Federal and state laws allow courts, under certain circumstances, to void guarantees and require note holders to return payments received from guarantors.

        The notes will be guaranteed, jointly and severally, by certain of our current and future direct and indirect subsidiaries. The guarantees may be subject to review under U.S. federal bankruptcy law and comparable provisions of state fraudulent conveyance and fraudulent transfer laws if a bankruptcy or insolvency proceeding or a lawsuit is commenced by or on behalf of us or one of our subsidiary guarantors or by our unpaid creditors or the unpaid creditors of one of our subsidiary guarantors. Under these laws, a court could void the obligations under the guarantee, subordinate the guarantee of the notes to that subsidiary guarantor's other debt or take other action detrimental to the holders of the notes and the guarantees of the notes, if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

issued the guarantee to delay, hinder or defraud present or future creditors; or



•

received less than reasonably equivalent value or fair consideration for issuing the guarantee at the time it issued the guarantee; and



•

was insolvent or rendered insolvent by reason of issuing the guarantee;



•

was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature.

        In those cases where our solvency or the solvency of one of our subsidiary guarantors is a relevant factor, the measures of insolvency will vary depending upon the law applied in any proceeding to

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determine whether a fraudulent transfer has occurred. Generally, however, a party would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its indebtedness as it becomes due.

        We cannot be sure as to the standard that a court would use to determine whether or not a party was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantees would not be voided or the guarantees would not be subordinated to the subsidiary guarantors' other debt. If such a case were to occur, the guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit and only indirectly for the benefit of the subsidiary guarantor, the obligations of the applicable subsidiary guarantor were incurred for less than fair consideration. The indenture governing the notes provides that the guarantees will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the subsidiary guarantor without rendering such guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

The notes will be subject to the prior claims of any future secured creditors.

        The notes are unsecured obligations, ranking effectively junior to our outstanding secured indebtedness and any additional secured indebtedness we may incur. As of December 26, 2009, we had less than $1.0 million of secured indebtedness. Accordingly, the notes will be subordinated to the extent we or our subsidiaries have or will obtain secured borrowings. The indenture governing the notes permits us to incur secured debt under specified circumstances and permits our foreign subsidiaries that do not guarantee the notes to incur secured debt without restriction. If we incur any such additional secured debt, our assets securing any such indebtedness will be subject to prior claims by our secured creditors. In the event of our bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up, or upon any acceleration of the notes, our assets that secure other indebtedness will be available to pay obligations on the notes only after all other such debt secured by those assets has been repaid in full. Any remaining assets will be available to you ratably with all of our other unsecured and unsubordinated creditors, including trade creditors. If there are not sufficient assets remaining to pay all these creditors, then all or a portion of the notes then outstanding would remain unpaid.

The indenture governing the notes contains negative covenants. The limitation on liens and sale/leaseback covenants do not apply to certain of our subsidiaries and contain exceptions that would allow us and our subsidiaries to grant liens or security interests with respect to our assets, rendering the holders of the notes structurally or contractually subordinated to new lenders. The indenture governing the notes does not contain any financial covenants.

        The indenture governing the notes contains negative covenants. The limitation on liens and sale/leaseback covenants apply to us, but not to certain of our subsidiaries. As a result, such subsidiaries will not be restricted under the indenture from granting liens or security interests with respect to all or any of their assets without having to provide similar liens or security to the holders of the notes, or from entering into sale/leaseback transactions. Exceptions to the limitation on liens covenant would allow us and our subsidiaries to incur substantial additional amounts of indebtedness, and to grant liens or security interests in connection with those borrowings. The indenture governing the notes does not contain any financial covenants.

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The provisions of the notes will not necessarily protect you in the event of certain highly leveraged transactions.

        Upon the occurrence of a Change of Control Triggering Event (as defined herein) you will have the right to require us to repurchase the notes as provided in the indenture governing, and on the terms set forth in, the notes. However, the Change of Control Triggering Event provisions will not afford you protection in the event of certain highly leveraged transactions that may adversely affect you. For example, any leveraged recapitalization, refinancing, restructuring or acquisition initiated by us generally will not constitute a Change of Control (as defined herein) that would potentially lead to a Change of Control Triggering Event. As a result, we could enter into any such transaction even though the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or credit rating or otherwise adversely affect the holders of the notes. These transactions may not involve a change in voting power or beneficial ownership or result in a downgrade in the ratings of the notes, or, even if they do, may not necessarily constitute a Change of Control Triggering Event that affords you the protections described in this prospectus supplement. If any such transaction were to occur, the value of your notes could decline.

We may not be able to repurchase all of the notes upon a Change of Control Triggering Event, which would result in an event of default under your notes.

        We will be required to offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event as provided in the indenture governing the notes. However, we may not have sufficient funds to repurchase the notes in cash at such time. In addition, our ability to repurchase the notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time, which agreements may provide that a Change of Control Triggering Event constitutes an event of default or prepayment under such other indebtedness. Our failure to make such a repurchase would result in an event of default under your notes.

Ratings of the notes may change and affect the market price and marketability of the notes.

        Our long term senior unsecured debt has been rated Ba1 and BBB- by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, respectively. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. Credit ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time by the issuing agency. There is no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant. It is also possible that such ratings may be lowered in connection with future events, such as future acquisitions. Holders of notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of such ratings. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or marketability of the notes. In addition, any decline in the ratings of the notes may make it more difficult for us to raise capital on acceptable terms.

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USE OF PROCEEDS

        We intend to use the net proceeds from the sale of the notes offered hereby (estimated at $296,994,000 before offering expenses but after deducting the underwriting discounts) to finance the Acquisition and, to the extent that any proceeds remain thereafter, for general corporate purposes. We intend to use alternative funding sources, including our existing borrowing arrangements, to the extent that the net proceeds from the sale of the notes are not sufficient to finance the Acquisition and have placed certain cash proceeds of borrowings under our revolving credit facility into an escrow account for such purposes. The closing of the Acquisition will occur after, and is not a condition to, completion of this offering. In the event we do not complete the Acquisition, we intend to use the net proceeds from the sale of the notes for general corporate purposes, including debt repayment. See "Acquisition of Delta plc."

        The estimated sources and uses of funds for the Acquisition are shown in the table below. Actual amounts will vary from estimated amounts depending on several factors.

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(1)

The offer is 185 pence in cash for each Delta share, valuing the entire existing ordinary share capital of Delta at approximately £284.5 million. The acquisition price of $448.5 million was determined using an exchange rate of $1.56 / £, the exchange rate we used to assess the Acquisition, and consists of £284.5 ($443.8) million for the existing ordinary share capital of Delta and £3.0 ($4.7) million for the assumed exercise of existing options and awards under Delta plans. We have entered into foreign currency hedging transactions with an average exchange rate of $1.543 / £ in order to limit our exposure to any exchange rate fluctuation related to the Acquisition. The actual exchange rate will not be determined until the closing of the Acquisition.

(2)

In the event we do not complete the Acquisition, we intend to use the net proceeds from the sale of the notes for general corporate purposes, including repayment of $150 million aggregate principal amount of our 6.875% Senior Subordinated Notes due May 1, 2014.

(3)

Reflects our estimate of fees and expenses associated with the Acquisition and this offering, including underwriting discounts, financing fees, advisory fees and other transaction costs. See "Unaudited Pro Forma Condensed Combined Financial Data."

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CAPITALIZATION TABLE

        The following table sets forth our capitalization on a consolidated basis as of December 26, 2009. We have presented our capitalization:

•

on an actual basis; and



•

on a pro forma as adjusted basis to reflect:



•

the issuance of notes offered hereby;



•

the completion of the Acquisition, as if the closing of the Acquisition had occurred on December 26, 2009; and



•

the use of gross proceeds from the issuance of notes offered hereby if we complete the Acquisition, as described under the caption "Use of Proceeds."

        You should read the following table along with our financial statements and the accompanying notes to those statements, together with management's discussion and analysis of financial condition and results of operation, contained in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and the unaudited pro forma condensed combined financial data included in this prospectus supplement under the caption "Unaudited Pro Forma Condensed Combined Financial Data."

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(1)

Includes $20.2 million as our estimate of fees and expenses associated with the Acquisition and this offering, including underwriting discounts, financing fees, advisory fees and other transaction costs. See "Unaudited Pro Forma Condensed Combined Financial Data."

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The unaudited pro forma condensed combined financial data set forth below gives effect to the Acquisition and the issuance of notes offered hereby by the application of the pro forma adjustments to the historical consolidated financial statements of Valmont. The unaudited pro forma condensed combined financial data should be read in conjunction with the audited historical consolidated financial statements and notes of Valmont and the accompanying notes to the unaudited pro forma condensed combined financial data.

        The unaudited pro forma condensed combined balance sheet as of December 26, 2009 gives effect to the Acquisition and the issuance of notes offered hereby as if they had occurred on such date. The unaudited pro forma condensed combined statement of operations gives effect to the Acquisition and the issuance of notes offered hereby as if they occurred as of December 28, 2008, the beginning of Valmont's 2009 fiscal year. The unaudited pro forma condensed combined financial data do not purport to represent what Valmont's results of operations or financial position would have been if the Acquisition had occurred as of the dates indicated or what such results will be for any future periods. The actual results in the periods following the Acquisition may differ significantly from that reflected in the unaudited pro forma condensed combined financial data for a number of reasons including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed combined financial data and actual amounts, completion of a final valuation of the Acquisition and other reviews, including a valuation of Delta's fixed assets and intangible assets, evaluation of contingent liabilities and changes in exchange rates. In addition, no adjustments have been made for non-recurring costs related to the Acquisition, including potential upgrades related to information technology integration, accounting migration and other activities necessary to handle financial reporting, tax and regulatory compliance.

        The unaudited pro forma condensed combined financial data have been prepared giving effect to the Acquisition, which is accounted for as a purchase business combination in accordance with FASB Accounting Standards Codification 805, "Business Combinations." The total purchase price for Delta was allocated to the net assets based upon preliminary estimates of fair value. The purchase price allocations for the Acquisition are preliminary and further refinements are likely to be made based on the results of final valuations and consideration of fair values.

        The unaudited pro forma adjustments are based upon available information and certain assumptions that Valmont believes are reasonable, which assumptions are described in the accompanying notes. The unaudited pro forma condensed combined statement of operations excludes certain non-recurring charges that will be incurred in connection with the Acquisition, including an inventory fair value step-up from the Acquisition expected to increase cost of sales by $3.6 million in Valmont's 2010 fiscal year and transaction costs incurred by Valmont which are expected to increase selling, general and administrative expenses by $16.7 million in Valmont's 2010 fiscal year.

        The financial information of Delta plc has been extracted from the historical financial statements of Delta which were prepared in accordance with International Financial Reporting Standards as adopted by the IASB (IFRS) which is a method of accounting different from accounting principles generally accepted in the United States of America (U.S. GAAP) and prepared in pounds sterling. Unaudited adjustments have been made to present the Delta IFRS information under U.S. GAAP. After application of U.S. GAAP adjustments, the pounds sterling amounts have been translated to U.S. dollars using historic exchange rates.

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Unaudited Pro Forma Condensed Combined Balance Sheet

Fiscal Year Ended December 26, 2009

See accompanying notes to unaudited pro forma condensed combined financial data.

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Unaudited Pro Forma Condensed Combined Statement of Operations

Fiscal Year Ended December 26, 2009

See accompanying notes to unaudited pro forma condensed combined financial data.

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Notes to Unaudited Pro Forma Condensed Combined Financial Data

(amounts in thousands, except per share amounts and exchange rates)

        The unaudited pro forma condensed combined financial data have been derived from the financial information of Valmont Industries, Inc. ("Valmont") and Delta plc ("Delta"). The financial information of Delta was prepared in accordance with International Financial Reporting Standards as adopted by the IASB (IFRS) and in pounds sterling. Adjustments have been made to the Delta information to present it in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and in U.S. dollars. The Acquisition has been treated as an acquisition with Valmont as the acquirer and Delta as the acquiree, assuming that the Acquisition had been completed on December 26, 2009, for the unaudited pro forma condensed combined balance sheet and December 28, 2008 for the unaudited condensed combined statement of operations.

U.S. GAAP adjustments

        The following reclassification adjustments have been made to align the IFRS financial information of Delta with Valmont's accounting policies under U.S. GAAP:

        Note 1—Reclassification to Prepaid Expenses.    Certain prepaid expenses were reclassified from receivables to prepaid expenses to conform with Valmont's accounting policies under U.S. GAAP.

        Note 2—Reclassification to Selling, General and Administrative Expenses.    U.S. GAAP requires that expected interest on defined benefit plan liabilities and expected return on defined benefit plan assets be presented in selling, general and administrative expenses rather than in interest expense and investment income.

        Note 3—Reclassification to Deferred Income Taxes.    U.S. GAAP requires deferred income taxes to be classified as current and non-current based on the nature of the associated asset or liability resulting in the deferred tax.

Translation from pounds sterling to U.S. dollars

        The financial information of Delta has been translated from pounds sterling to U.S. dollars:

•

in the unaudited pro forma condensed combined balance sheet using an exchange rate of $1.56 / £, the exchange rate Valmont used to assess the Acquisition. Since the end of Valmont's 2009 fiscal year on December 26, 2009 through March 26, 2010, the Noon Buying Rate announced by the Federal Reserve Bank of New York for the pound sterling has ranged from $1.49 / £ to $1.64 / £; and



•

in the unaudited pro forma condensed combined statement of operations using an exchange rate of $1.57 / £, the average Noon Buying Rate announced by the Federal Reserve Bank of New York for the pound sterling during the period presented.

Other pro forma adjustments

        The following entries reflect the pro forma adjustments related to the Acquisition.

        Note 4—Adjustments to Depreciation and Amortization Expense.    The adjustments reflect additional depreciation and amortization expenses associated with the fair market value adjustments to property, plant and equipment (included in cost of goods sold) and finite-lived intangible assets (included in selling, general and administrative expenses):

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