SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Meadow Valley Corporation
Name of Person(s) Filing Proxy Statement:
Building Trades Organizing Project
Payment of Filing Fee (check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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Third Revised Preliminary Proxy Statement
For release to shareholders 10/19/98
Building Trades Organizing Project
4151 East Bonanza
Las Vegas, NV 89110
(702) 452-8600
INFORMATION ABOUT UPCOMING PROXY CONTEST AT MEADOW VALLEY
CORPORATION
TO FELLOW MEADOW VALLEY SHAREHOLDERS:
We intend to solicit proxies for the 1999 shareholders
meeting for a proposal requiring that management obtain
shareholder approval for future related-party transactions.
Meadow Valley has given shareholders ample reason to
distrust the way it handles related-party transactions. It has
engaged in many such transactions: at least 14 since
9/30/94 Many have not been minor or incidental. They include:
- $10 million note in 1994 to company founder's
estate, half to be paid with interest of 10%/yr when IPO
closed, the other half payable at $1/million/yr plus interest at
12.5%/yr. Still not refinanced as of 6/30/98.
- related parties provided materials, equipment or construction
work: $462,430 from 9/30/94 to 12/31/97.
- $295,000 and $299,800 in equipment purchases.
The most disturbing thing by far, however, has been the
Company's practice not to set forth the names of
the related parties in the documents sent all
shareholders , with the exception of disclosing a Company
attorney serving as a board member. The last time these names
were included in such documents was in the S-1 prospectus
(10/16/95). Not knowing the related party's identity makes it
difficult to assess the character of each transaction and the
overall importance to the corporation of all these transactions,
including whether management is putting insiders' interests ahead
of those of shareholders.
SEC regulations require that the name of the related party
be disclosed when the transaction exceeds $60,000 and the related
party has a material interest in the transaction. But
the SEC does not have the power to protect shareholders if these
related-party transactions are unfair. Such protection can only
come from shareholders themselves.
This resolution would amend the by-laws to stop these
related-party transactions unless approved in advance by the
shareholders.
This measure would be unnecessary at many companies, where
related-party transactions are infrequent or are fully-disclosed.
But Meadow Valley needs it because of a track record of multiple
insider transactions with only one insider's identity being
disclosed
in the materials sent shareholders in the last 3
years.
After we filed our draft proxy statement with the SEC
complaining about the Company's disclosure practice, the Company
filed amendments to its previous 10K filings providing certain
further details about these transactions, including identifying
the entities which received money from the Company as controlled
by Chief Operating Officer Paul Lewis or his sister. As of this
writing, this information had not been mailed to
shareholders.
The text of our resolution is as follows:
RESOLVED that Article III of the company's by-laws is hereby
amended to add the following Section 15:
"Section 15. No Related Party Transactions. (a) The Board
shall not authorize or otherwise cause the company to enter into
any related party transactions to which it is not contractually
committed on the effective date of this Section, and shall cause
the company to terminate any existing related party transactions
to which the company is contractually committed as of the
effective date of this Section if termination can be accomplished
without violating a contract or costing the company any money.
As used in this Section, "related party transaction" refers to
those transactions which must be disclosed to shareholders
pursuant to Securities and Exchange Commission Regulation S-K
Item 404(a). As used in this Section, "effective date" means the
date the shareholders approved amendment of the Company's by-laws
to add this Section.
(b) Notwithstanding any other provision of these bylaws,
this section may not be amended, altered, deleted or modified in
any way by the Board of Directors without prior shareholder
approval.
(c) The provisions of subsection (a) of this Section shall
not apply to any related party transaction approved in advance
and as a separate item of business by the holders of a majority
of all outstanding shares at a duly called and convened annual or
special meeting of shareholders."
AND FURTHER RESOLVED, that a conforming amendment be made
to article III, Section I of the Bylaws, so that said section
shall provide:
"Section 1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction
of, its board of directors, except as otherwise provided under
Nevada law, [or] the articles of corporation or these Bylaws."
AND FURTHER RESOLVED, that should shareholders not be
permitted by law to bind directors as above, this resolution
should be deemed a recommendation that officers and directors
voluntarily adopt a policy of seeking shareholder approval before
engaging in transactions with the company.
Management (or others) might ask a court to declare such a bylaw
amendment beyond the power of shareholders under the law of
Nevada (where the company is incorporated). Our counsel (Richard
McCracken and Andrew Kahn) advise us that in their professional
opinion, this amendment would likely be held proper. However, no
assurances can be offered shareholders in this regard. There is
no published Nevada court opinion on point. For more information
on this, feel free to contact us.
VOTING RIGHTS
We intend to solicit for the proposal using our own proxy
card and a new proxy statement: look for these after you
receive your proxy card from the Company. The Company's proxy
card may not include the proposal. We intend to solicit at least
a majority of the voting power of the outstanding stock.
The Company's annual meetings have occurred in June in Phoenix.
Passage of the proposal will require a favorable vote by a
majority of the stock represented at the meeting. A shareholder
may revoke a proxy card any time prior to the count at the
meeting by (a) executing a new card; (b) sending written notice
of revocation to the Company's Secretary, or (c) attending the
meeting and voting there. The Company's principal offices are at
4411 South 40th St., Suite D-11, Phoenix AZ 85040; (tel.) 602-
437-5400.
PROXY SOLICITATION
This solicitation is conducted by Building Trades Organizing
Project (BTOP), a group of labor organizations based in Las
Vegas, NV. BTOP owns 263 shares of common stock. BTOP
representatives attended the 1998 shareholders meeting where they
inquired about related-party transactions. BTOP is involved in
Southern Nevada in organizing the Company's non-union workforce
and subcontractors (some of its subcontractors are unionized),
and thus may have interests differing from other shareholders.
BTOP will vote each proxy card it gathers in accordance with the
shareholder's instructions, regardless of the outcome of labor
relations matters. BTOP will seek no discretionary voting
authority: it will not vote on any matters on which no
instructions are provided. BTOP will bear all solicitation costs
(anticipated at $5000) and not seek reimbursement from the
Company. It intends to solicit proxies by mail, phone, fax,
e-mail and meetings.
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS/RECORD DATE/EXECUTIVE
COMPENSATION/STOCK OWNERSHIP OF MANAGEMENT, DIRECTORS AND 5%
OWNERS/ELECTION OF DIRECTORS
We do not have information on these matters more current
than the Company's 5/1/98 proxy statement (pages 1 through 20)
and its 10/7/98 amendments to its previous 10K filings. These
are incorporated by reference herein. You may obtain a copy
from the SEC's EDGAR database (www.sec.gov), or by contacting us
at the address and phone above.
SHAREHOLDER PROPOSALS
Under SEC Rule 14a-8, any shareholder who has held at least
$2000 worth of the Company's stock for at least one year is
entitled to submit a proposal for inclusion in the Company's
proxy materials. The deadline for submission is December 31,
1998. Feel free to contact us for more information about this
process.
PLEASE RETURN THE ENCLOSED SURVEY TODAY.
FOR MORE INFORMATION, CONTACT US AT BTOP c/o Allen Smith (702)
452-8600
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SURVEY OF MEADOW VALLEY SHAREHOLDERS
This is a voluntary survey, not a proxy card, and cannot be used
to vote on the proposal.
The information from your response will not be used for any
purpose except communicating with shareholders and the Company
about matters for shareholder vote. We will keep your identity
confidential. Regardless of how you respond to this survey, you
will be able to formally approve or disapprove the proposal upon
receiving a proxy card.
YOUR VIEW OF THE PROPOSAL:
[ ] Strongly Support
[ ] Likely to Support
[ ] Likely to Oppose because __________________________________
[ ] Undecided
[ ] Please send me more information about the issues on which
Company shareholders will be voting:
Mailing address:__________________________
E-mail address: __________________________
Telephone:________________________________
Fax: _____________________________________
_______________________ __________
PRINT SHAREHOLDER NAME # SHARES
Please return by November 31, 1998 in the enclosed
envelope.
