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:
[ ] Preliminary Proxy Statement
[X] 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.
<PAGE>
Revised Proxy Statement
For release to shareholders 2/10/99
Building Trades Organizing Project
4151 East Bonanza
Las Vegas, NV 89110
(702) 452-8600
REVISED NOTICE OF 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.
- $1,318,000 (approx.) in materials, construction work, and
equipment rented and sold by related parties to the company from
9/15/94 to 1/31/97<F1>, including:
-- 1996: $163,450 of ready-mix concrete
-- 1997: $90,914 of ready-mix concrete
-- 1996: $375,893 in equipment rental and purchases.
The most disturbing thing by far, however, has been the
Company's disclosure practices with respect to these
transactions. The first problem 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. Before the 10K
amendments, just sent out, the last time these names were
included in such documents was in the S-1 prospectus
(10/16/95).<FN2> 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.
<FN1>
This is based on our totalling amounts reported by the
Company in its SEC filings. As noted below, we do not warrant the
accuracy of such filings.
<FN2>
Of the $1,318,000 total above, the S-1 disclosed identities of
related parties receiving about $400,000.
<PAGE>
The second problem is what appears to be inaccuracies in
the amounts reported for such transactions in the 1996 and 1997
10Ks. After we complained to the SEC about the Company's
disclosures, the Company filed amendments to its previous 10Ks
providing certain further details about these transactions,
including new dollar amounts and identifying the related entities
as controlled by Chief Operating Officer Paul Lewis or his
sister. The 1996 10K originally reported $381,381 paid related
parties for work materials or rented or purchased equipment. The
recent amendment now shows a total of $539,333 for that year.
Similarly, what was reported as $19,352 for 1997 in work,
materials or equipment was restated to $90,914.
SEC regulations require disclosure of the related party's
name and transaction amount when a related party has a material
interest in a transaction over $60,000. 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 and questionable disclosure
practices.
The text of <Rthe/R>resolution is as follows:
RESOLVED that the company's by-laws
be amended to add the following :
"Section 15. Related Party Transactions. (a) The
Board shall not cause the company to enter into
any Related Party Transactions to which it is not contractually
committed on the Effective Date , and shall cause the
company to terminate any existing Related Party Transactions to
which it is contractually committed as of the
Effective Date if termination can be accomplished without
violating a contract or costing the company any money.
"Related Party Transaction" refers to those transactions
which must be reported SEC Regulation S-K Item
404(a). Effective Date means the date shareholders
approved amendment of the by-laws to add this Section.
(b) Notwithstanding any other bylaw , this section may
not be amended or deleted by the Board
without prior shareholder approval.
(c) The provisions of subsection (a) shall
not apply to any Related Party Transaction approved as a
separate item of business by holders of a majority of
outstanding stock at an annual or special
shareholders meeting."
AND FURTHER , that article III, Section I
be amended to add the following underlined
language :
" 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 that if the law bars
shareholders froom binding directors as above<FN3>, this
resolution shall be deemed a recommendation
to adopt a policy of seeking shareholder approval before
engaging in related party transactions.
<FN3>
Management (or others) might ask a court to declare 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.
<PAGE>
VOTING RIGHTS
An individual shareholder has submitted this proposal to
management for inclusion in the proxy materials you will receive
from the Company. We also 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.
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. The
shareholder who has submitted the proposal is not affiliated with
BTOP or other labor organization and owns 1000 shares. He has
requested confidentiality: we will supply you his name and
address immediately upon your request. 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 for the annual
meeting in the year 2000 will appear in the Company's upcoming
proxy statement. 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
<PAGE>
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.
1. YOUR VIEW OF THE PROPOSAL (TO REQUIRE RELATED-PARTY
TRANSACTIONS BE SUBJECT TO SHAREHOLDER APPROVAL):
[ ] Strongly Support
[ ] Likely to Support
[ ] Likely to Oppose because __________________________________
[ ] Undecided
2. FOR MORE INFORMATION:
[ ] Please provide me more information about the issues on which
we shareholders will be voting:
Mailing address:__________________________
E-mail address: __________________________
Telephone:________________________________
Fax: _____________________________________
_______________________ __________
PRINT SHAREHOLDER NAME # SHARES
Please return by March 30, 1999 in the enclosed
envelope.
