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 [X ]
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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Preliminary Proxy Statement
For release to shareholders 9/15/98
Building Trades Organizing Project
1210 S. Valley View
Las Vegas NV 89102-1857
(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 the company
went public in 1995. Many have not been minor or incidental.
They include:
- $10 million note in 1994 at 10% payable to company founder's
estate, half-paid and refinanced in 1995 at 12.5%, 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
- office space and construction yard leases
- $295,000 and $299,800 in equipment purchases
The most disturbing thing by far, however, has been the
Company's practice not to tell shareholders the names of the
related parties involved since the S-1 (10/16/95), with the
exception of disclosing the Company attorney serving as a board
member. Meadow Valley has engaged in a pattern of what can
only be described as deliberate avoidance of disclosure of the
identities of related parties. This 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' interest ahead of those of
shareholders.
SEC regulations require that the name of the related-party
be disclosed. We have pointed out to the SEC the Company's
systematic violation of this requirement. But the SEC can only
order full disclosure; it 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 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 being disclosed to
shareholders in accordance with legal requirements.
Please vote YES on the resolution to bring related-party
transactions under control.
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 financially disadvantaging the
company. As used in this Section, "related party transaction"
has the same meaning as in Securities and Exchange Commission
Regulation S-K Item 404. 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, 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."
VOTING PROCEDURE
We intend to solicit for the proposal using our own proxy
card and a revised 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).
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 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,
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 about matters for shareholder vote.
We will keep your response confidential unless you specifically
authorize to the contrary.
YOUR VIEW OF THE PROPOSAL:
[ ] Strongly Support: please contact me about co-sponsoring
[ ] 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 October 31, 1998 in the enclosed envelope.
