<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Meadow Valley Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
MEADOW VALLEY CORPORATION
4411 South 40th Street, Suite D-11
Phoenix, Arizona 85040
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 2000
To the shareholders of Meadow Valley Corporation:
The Annual Meeting of the shareholders of Meadow Valley Corporation (the
"Company") will be held at the Company's executive offices, 4411 South 40th
Street, Suite D-11, Phoenix, Arizona, at 11:00 a.m. on June 19, 2000, or at any
adjournment or postponement thereof, for the following purposes:
1. To elect three directors of the Company.
2. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of
business on April 20, 2000, will be entitled to notice of and to vote at such
meeting or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO
NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING
OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bradley E. Larson
----------------------------------
Bradley E. Larson
Chief Executive Officer
May 1, 2000
<PAGE>
PROXY STATEMENT
MEADOW VALLEY CORPORATION
4411 South 40th Street, Suite D-11
Phoenix, Arizona 85040
Telephone: (602) 437-5400
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Meadow Valley Corporation (the "Company"),
a Nevada corporation, of $.001 par value Common Stock ("Common Stock") to be
voted at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to
be held at 11:00 a.m. on June 19, 2000, or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about May 1, 2000. The shares represented by all proxies that are
properly executed and submitted will be voted at the meeting in accordance with
the instructions indicated thereon. Unless otherwise directed, votes will be
cast for the election of the nominees for directors hereinafter named. The
holders of a majority of the shares represented at the Annual Meeting in person
or by proxy will be required to approve any proposed matters.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out-of-pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on April 20, 2000, has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 3,559,938 shares of Common
Stock, each share of which entitles the holder thereof to one vote on each
matter which may come before the Annual Meeting. Cumulative voting for
directors is not permitted.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting.
-1-
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the holdings of
Common Stock by each person who, as of April 20, 2000, holds of record or is
known by the Company to hold beneficially or of record, more than 5% of the
Company's Common Stock, by each director, and by all directors and executive
officers as a group.
All shares are owned beneficially and of record. The address of all
persons is in care of the Company at 4411 South 40th Street, Suite D-11,
Phoenix, Arizona 85040.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent of
Owned of Record Common Stock
Name and Beneficially (1) Owned (1)
---- -------------------- ------------
<S> <C> <C>
Kim A. Lewis, Trustee of Richard C. Lewis GST Marital Sub 500,000 13.0%
Trust and Kim A. Lewis Survivor's Trust
Heartland Advisors, Inc. 610,900 15.8%
Alan Terril (2) 140,823 3.7%
Kenneth D. Nelson (3) 111,823 2.9%
Paul R. Lewis (4) 214,423 5.6%
Bradley E. Larson (5) 124,872 3.2%
Charles E. Cowan (6) 18,167 .5%
Gary A. Agron (6) 18,167 .5%
Earle C. May (7) 65,683 1.7%
Charles R. Norton (8) 3,333 .1%
All officers and directors as a group (11 persons) 715,997 18.5%
</TABLE>
________________________
(1) Includes stock options exercisable within 60 days from the date hereof.
(2) Includes stock options to purchase 39,467 shares of Common Stock.
(3) Includes stock options to purchase 32,867 shares of Common Stock.
(4) Includes stock options to purchase 42,267 shares of Common Stock.
(5) Includes stock options to purchase 49,667 shares of Common Stock.
(6) Includes stock options to purchase 18,167 shares of Common Stock.
(7) Includes 11,000 shares of Common Stock and 51,350 common stock purchase
warrants held by May Management, Inc., an investment management firm
controlled by Mr. May.
(8) Includes stock options to purchase 3,333 shares of Common Stock.
-2-
<PAGE>
ELECTION OF DIRECTORS
The Company's By-Laws provide for directors with staggered terms of office,
to be divided as equally as possible. Nominees of each class of directors serve
for terms of three years (unless a nominee is changing to a different class) and
until election and qualification of their successors or until their resignation,
death, disqualification or removal from office. Directors not employed by the
Company receive $7,500 per year for attending Board of Directors' meetings and
are reimbursed for out-of-pocket expenses.
The Board of Directors currently consists of eight members, including three
Class A Directors whose terms expire in 2000, three Class B Directors whose
terms expire in 2002 and two Class C Directors whose terms expire in 2001. At
the Annual Meeting, the three Class A Directors are to be elected to three-year
terms expiring in 2003. The nominees for the Class A Directors are Messrs.
Cowan, Nelson and Terril, all of whom presently serve on the Board of Directors
of the Company,
Cumulative voting is not permitted for the election of directors. In the
absence of instructions to the contrary, the person named in the accompanying
proxy will vote in favor of the election of each of the persons named below as
the Company's nominees for directors of the Company. Each of the nominees has
consented to be named herein and to serve if elected. It is not anticipated
that any nominee will become unable or unwilling to accept nomination or
election, but if such should occur, the person named in the proxy intends to
vote for the election in his stead of such person as the Board of Directors of
the Company may recommend.
<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES WITH THE COMPANY
---- --------------------------------------
<S> <C>
Nominees: Class A Directors Term Expires in 2000:
--------- ------------------------------------------
Charles E. Cowan (1)(2) Director
Kenneth D. Nelson Chief Administrative Officer, Vice President and Director
Alan A. Terril Vice President-Nevada Operations and Director
Continuing Directors: Class B Directors - Term Expires in 2002:
--------------------- -------------------------------------------
Gary A. Agron (1)(2) Director
Paul R. Lewis Chief Operating Officer and Director
Earle C. May(1)(2) Director
Class C Directors - Term Expires in 2001:
-------------------------------------------
Bradley E. Larson President, Chief Executive Officer and Director
Charles R. Norton (1)(2) Director
</TABLE>
(1) Member of the Compensation Committee
(2) Member of the Audit Committee. All Audit Committee members are
"independent" as that term is defined under current Nasdaq National Market
rules. The Audit Committee has recommended that the Company's audited financial
statements for the year ended December 31, 1999, be distributed to the Company's
stockholders. A copy of the Audit Committee Charter has been attached to this
Proxy Statement.
-3-
<PAGE>
Background
The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:
Bradley E. Larson, age 45, has been a director of the Company since 1994
and was appointed President in July 1995 and Chief Executive Officer in
November 1995. Mr. Larson was employed by Tanner Companies from 1976 until
December 1994. He was Division President of the Western Arizona region for
Tanner from 1984 to 1988, Vice President of Operations from 1988 to 1989 and
President of Tanner's Construction Division from 1989 until he joined the
Company as its Chief Operating Officer in December 1994. Mr. Larson earned a
BSE degree in Industrial Engineering from Arizona State University in 1979. He
has been active in several construction industry associations and is past
Chairman and Director of The Arizona Rock Products Association and a Director
for the Associated General Contractors - Arizona Heavy and Highway Chapter.
Paul R. Lewis, age 53, has been a director of the Company since 1993 and
has been involved in the construction industry since 1964 as a construction
worker, subcontractor and general contractor. He joined the Company (which was
founded by his brother, Richard C. Lewis) in October 1993 as its Chairman and
became its Chief Executive Officer in October 1994 and Chief Operations Officer
in November 1995. From January 1987 to September 1993, he was President and
principal stockholder of Ron Lewis Construction Company and from 1993 to 1994,
he was managing member of Wiser Construction LLC, construction firms operating
primarily in Nevada. Since 1994, Mr. Lewis has been a member of Wiser, a
licensed but inactive entity.
Kenneth D. Nelson, age 42, has been a director of the Company since 1993
and has been involved in the financial reporting and operations management areas
of the construction industry since 1982. He joined the Company in April 1989,
became Vice President of Finance in February 1992 and Vice President and Chief
Financial Officer in October 1993. From August 1986 until April 1989, he was
operations manager for Builders Unlimited, a construction firm based in Phoenix,
Arizona. Mr. Nelson earned a Bachelors of Science Degree in Business
Administration from Arizona State University in 1984.
Alan A. Terril, age 59, joined the Company in May 1992 and became its Vice
President - Nevada Operations in October 1993. From February 1979 until April
1992, he was general superintendent, responsible for on site construction
management, for Ron Lewis Construction Company, a heavy construction firm owned
and operated by Paul R. Lewis, the Company's Chief Operations Officer and a
director.
Gary A. Agron, age 55, was appointed to the Board of Directors in November
1995. He is an attorney who has specialized in the practice of securities law
since 1977, with emphasis on representation of issuers and brokers-dealers in
public offerings and private placements of equity securities. He is also a
director of Xedar Corporation, a publicly held Boulder, Colorado based
technology design firm, since 1973, and U.S. Pawn, Inc., a publicly held Denver,
Colorado, based pawnshop operator, since 1989. He has been a director of Voy
Enterprises, Inc. and Zedik Enterprises, Inc. since 1996. Mr. Agron earned a
Bachelor of Arts degree and a Juris Doctorate degree, both from the University
of Colorado.
-4-
<PAGE>
Charles E. Cowan, age 53, was appointed to the Board of Directors in
November 1995. Since 1993 he has been President of Charles Cowan & Associates,
Ltd. and has an extensive background in government and heavy construction
industry consulting. From 1991 to 1993 he held CEO positions in Arizona's
Department of Transportation and Department of Economic Security, and served
with the U.S. Corps of Engineers for 25 years. He graduated with a Bachelor of
Economics Degree from St. Martin's College in Olympia, Washington, and a
Master's Degree in Public Administration from the University of Missouri at
Kansas City, Missouri.
Earle C. May, age 82, was appointed to the Board of Directors in March
1999. Since 1969, Mr. May has been Chairman and Chief Executive Officer of May
Management Inc., an investment management firm. He earned a Bachelor of Arts
degree and Master of Arts degree from the University of Wisconsin and Master of
Science degree from the United States Naval Academy. He is a director of Roses
Holdings, Inc., a publicly held company.
Charles R. Norton, age 59, was appointed to the Board of Directors in March
1999. Since 1963, Mr. Norton has been involved in the highway construction
industry as construction foreman, subcontractor, general manager and vice
president. He graduated with a Bachelor of Science degree from Brigham Young
University in 1968. From 1968 to 1972, he was General Manager of Quaker Empire
Construction in Wilkes-Barre, Pennsylvania. From 1972 to 1992, Mr. Norton was
Sales Manager, General Manager and Vice President of Syro Steel Company,
headquarted in Girard, Ohio. Since 1992, Mr. Norton has been Vice President of
Trinity Industries which purchased Syro in 1972.
Julie L. Bergo, age 37, was named Secretary and Principal Accounting
Officer and has served as the Company's Principal Accounting Officer and
Controller since October 1995. She received her Bachelor of Science degree with
a major in accounting from Moorhead State University in Moorhead, Minnesota.
She has over ten years experience in the accounting profession, including as a
staff auditor from 1989 to 1993 with a Minneapolis, Minnesota based Certified
Public Accounting firm, a regulatory and credit analyst with a regional
broker/dealer in Minneapolis, Minnesota from 1993 to 1994 and a senior audit
manager with a Phoenix, Arizona, based Certified Public Accounting firm from
1994 to 1995.
-5-
<PAGE>
Executive Compensation
The following table sets forth certain information concerning
compensation paid to the Company's executive officers for the years ended
December 31, 1999, 1998 and 1997:
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation:
---------------------------- -----------------------------------
Name and Other Annual Awards All Other
Principal Position Year Salary Bonus Compensation Options Compensation
- ------------------ ---- -------- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Bradley E. Larson 1999 $162,278 $138,701 (1) 0 0 0
President, Chief 1998 150,001 133,026 (1) 0 0 0
Executive Officer and 1997 121,385 0 0 0 0
Director
Paul R. Lewis 1999 125,976 108,234 (1) 0 0 0
Chief Operating 1998 113,816 94,406 (1) 0 0 0
Officer and Director (2) 1997 93,058 0 0 0 0
Alan A. Terril 1999 110,054 142,746 (1)
Vice President 1998 103,518 87,304 (1) 0 0 0
Nevada Operations 1997 98,048 45,318 (2) 0 0 0
and Director
Gary W. Burnell 1999 63,700 0
Former Vice President, 1998 121,578 96,407 (1) 0 0 0
Treasurer and 1997 85,584 0 0 0 0
Chief Financial Officer
Kenneth D. Nelson 1999 100,425 84,224 (1) 0 0 0
Chief Administrative 1998 96,530 77,687 (1) 0 0 0
Officer and Director 1997 89,203 0 0 0 0
- -----------
</TABLE>
(1) Bonus amounts reflect payments made with the Company's bonus plan for
executive officers. Management believes that the value of any other
benefits to any officer during the years ended December 31, 1999, 1998 and
1997, did not exceed $50,000 or fall within any category requiring
inclusion.
(2) Amounts reflect a performance bonus based on individual project
profitability.
In March 1999, Mr. Larson signed a five-year employment agreement providing
for an annual base salary of $162,750. In October 1997, Messrs. Lewis, Terril
and Nelson signed five-year employment agreements providing for annual base
salaries of $110,000, $100,000 and $95,000, respectively. Current annual
salaries for these executive officers exceed the above base salary amounts.
-6-
<PAGE>
Executive Compensation Bonus Plans
Pursuant to plans adopted in 1996, the Company's executive officers are
eligible for cash bonuses based upon the Company's profitability.
Stock Option Plan
In November 1994 the Company adopted a Stock Option Plan (the "1994 Plan")
which provides for the grant of options intended to qualify as "Incentive stock
options" and "nonstatutory stock options" within the meaning of Section 422A of
the United States Internal Revenue Code of 1986 (the "Code"). Incentive stock
options are issuable only to eligible officers, employee directors, and key
employees of the Company. Nonstatutory stock options are issuable only to non-
employee directors and consultants of the Company.
The 1994 Plan is administered by the Compensation Committee of the Board of
Directors which is comprised of non-employee directors. At December 31, 1999,
the Company had reserved 1,200,000 shares of Common Stock for issuance under the
1994 Plan. Under the 1994 Plan, the Board of Directors determines which
individuals shall receive options, the time period during which the options may
be partially or fully exercised, the number of shares of Common Stock that may
be purchased under each option and the option price.
The per share exercise price of the Common Stock may not be less than the
fair market value of the Common Stock on the date the option is granted. No
person who owns, directly or indirectly, at the time of the granting of an
incentive stock option, more than 10% of the total combined voting power of all
classes of stock of the Company is eligible to receive incentive stock options
under the 1994 Plan unless the option price is at least 110% of the fair market
value of the Common Stock subject to the option on the date of grant. The option
price for Nonstatutory Options shall be established by the Board of Directors
and shall not be less than 100% of the fair market value of the Common Stock
subject to the option on the date of grant.
No options may be transferred by an optionee other than by will or the laws
of descent and distribution, and during the lifetime of an optionee, the option
may only be exercisable by the optionee. Options may be exercised only if the
option holder remains continuously associated with the Company from the date of
grant to the date of exercise, unless extended under the Plan grant. Options
under the 1994 Plan must be granted within 10 years from the effective date of
the 1994 Plan and the exercise date of an option cannot be later than 10 years
from the date of grant. Any options that expire unexercised or that terminate
upon an optionee's ceasing to be employed by the Company become available once
again for issuance. Shares issued upon exercise of an option will rank equally
with other shares then outstanding.
As of April 20, 2000, options had been granted under the 1994 Plan to
officers, directors, employees and consultants at an exercise price ranging from
$3.875 per share to $6.25 per share. The exercise prices represented the fair
market value of the Company's Common Stock at the date such options were
granted. Thirty-three percent of the options indicated in the table below are
exercisable after one year of continuous service to the Company, sixty-six
percent following two years of continuous service to the Company and one hundred
percent after three years of continuous service to the Company.
-7-
<PAGE>
The table below sets forth the total number of options issued to each
executive officer and director of the Company through April 20, 2000.
<TABLE>
<CAPTION>
Number of
Options Exercise Expiration
Granted: Price: Date:
------------- ---------- ----------
<S> <C> <C> <C>
Bradley E. Larson 20,000 $6.25 11/13/05
25,000 4.38 12/16/06
7,000 5.88 01/16/08
7,000 3.88 10/21/09
Kenneth D. Nelson 14,000 6.25 11/13/05
15,000 4.38 12/16/06
5,800 5.88 04/16/08
5,800 3.88 10/21/09
Paul R. Lewis 18,000 6.25 11/13/05
20,000 4.38 12/16/06
6,400 5.88 04/16/08
6,400 3.88 10/21/09
Alan A. Terril 15,600 6.25 11/13/05
20,000 4.38 12/16/06
5,800 5.88 04/16/08
5,800 3.88 10/21/09
Gary A. Agron 10,000 6.25 11/13/05
7,500 4.38 12/16/06
1,000 5.88 04/16/08
5,000 4.00 08/13/09
Charles E. Cowan 10,000 6.25 11/13/05
7,500 4.38 12/16/06
1,000 5.88 04/16/08
5,000 4.00 08/13/09
Earl C. May 10,000 4.56 03/01/09
5,000 4.00 08/13/09
Charles R. Norton 10,000 4.56 03/01/09
5,000 4.00 08/13/09
Julie L. Bergo 10,000 6.25 11/13/05
5,000 4.38 12/16/06
3,650 5.88 04/16/08
3,650 3.88 10/21/09
</TABLE>
-8-
<PAGE>
Certain Transactions
The Company was incorporated in Nevada on September 15, 1994. Effective
October 1, 1994, following the death of the founder and sole stockholder of
Meadow Valley Contractors, Inc. ("MVC"), the Company purchased all of the
outstanding Common Stock of MVC for $11.5 million comprised of (i) a $10 million
promissory note payable to the Richard C. Lewis Family Revocable Trust I,
bearing interest at 10% per annum of which $5 million was due the earlier of 10
days after the closing of the initial public offering or October 31, 1995, and
the remaining $5 million was due in five equal annual payments of $1 million
bearing interest at 12.5% per annum commencing one year after the initial $5
million was paid and (ii) a promissory note payable to the Richard C. Lewis
Family Revocable Trust I valued at $1.5 million paid in full in 1995 by the
issuance of 500,000 restricted shares of the Company's Common Stock valued at
$3.00 per share. During the year ended December 31, 1997, the Company made
principal payments on the $10 million promissory note totaling $1.0 million to
the Kim A. Lewis Survivors Trust and the Richard C. Lewis Marital Trust, each of
which was created pursuant to the Richard C. Lewis Family Revocable Trust I.
During the years ended December 31, 1997, 1998 and 1999, the Company
incurred interest expense in the amount of $412,842, $243,322 and $13,698,
respectively, related to the $10 million promissory note payable to the Richard
C. Lewis Family Revocable Trust I and paid interest totaling $437,500, $278,938
and $13,699, respectively, regarding the same note to the Kim A. Lewis Survivors
Trust and the Richard C. Lewis Marital Trust. The note was paid in full by the
Company in January 1999.
During the years ended December 31, 1997 and 1998, the Company purchased
ready mix concrete for its prestressed products subsidiary and its ready mix
subsidiary from Leavitt Ready Mix, Inc. ("Leavitt"), a company owned by a sister
of Mr. Paul R. Lewis, a director and officer of the Company. Leavitt was paid
$90,914 in 1997, $166,703 in 1998, and $47,287 in 1999.
In January 1998, Paul R. Lewis, the Company's Chief Operating Officer,
repaid a loan from the Company in the amount of $657,575 originally extended to
Mr. Lewis in December 1994.
In 1998 and 1999, the Company paid mining royalties to Paul R. Lewis for
aggregates in the amount of $109,569 and $118,365. In 1998, the Company
purchased equipment from Wiser Construction, a company owned by Mr. Lewis, in
the amount of $295,000.
Relationship with Independent Public Accountants
BDO Seidman, LLP, independent accountants, has served as the independent
accountants of the Company since 1994. It is the Company's understanding that
this firm is obligated to maintain audit independence as prescribed by the
accounting profession and certain requirements of the Securities and Exchange
Commission. As a result, the directors of the Company do not specifically
approve, in advance, non-audit services provided by the firm, nor do they
consider the effect, if any, of such services on audit independence.
-9-
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF 50-MONTH CUMULATIVE TOTAL RETURN*
AMONG MEADOW VALLEY CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE DOW JONES HEAVY CONSTRUCTION INDEX
[GRAPH APPEARS HERE]
* $100 INVESTED ON 10/17/95 IN STOCK OR INDEX -
INCLUDING REINVESTMENT ON DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
Comparison of 50-Month Cumulative Total Return
Among Meadow Valley Corporation, the NASDAQ Stock Market (U.S.) Index
and the Dow Jones Heavy Construction Index
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dow Jones
Measurement Period Meadow Valley Nasdaq Stock Heavy Construction
(Fiscal Year Covered) Corporation Market (U.S.) Index Index
- --------------------- ------------- ------------------- -------------------
<S> <C> <C> <C>
Measurement PT - $100 $100 $100
FYE 12/95 $ 88 $102 $109
FYE 12/96 $ 72 $126 $104
FYE 12/97 $102 $154 $ 78
FYE 12/98 $ 80 $216 $ 82
FYE 12/99 $ 60 $392 $ 77
</TABLE>
Graph produced by Research Data Group, Inc.
-10-
<PAGE>
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to December 31, 2000. The proponent
must be a record or beneficial shareholder entitled to vote at the next annual
meeting of shareholders on the proposal and must continue to own the securities
through the date on which the meeting is held.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented at the Annual Meeting, nor has it been advised that other persons
will present any such matters. However, if other matters properly come before
the Annual Meeting, the individual named in the accompanying proxy shall vote on
such matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Bradley E. Larson
---------------------------
Bradley E. Larson
Chief Executive Officer
May 1, 2000
-11-
<PAGE>
MEADOW VALLEY CORPORATION
AUDIT COMMITTEE CHARTER
One committee of the board of directors will be known as the audit committee.
The audit committee shall consist of independent board members. An independent
director is free of any relationship that could influence his or her judgment as
a committee member. An independent director may not be associated with a major
vendor to, or customer of, the company. When there is some doubt about
independence, as when a member of the committee has a short-term consulting
contract with a major customer, the director should recuse himself from any
decisions that might be influenced by that relationship.
The primary function of the audit committee is to assist the board in fulfilling
its oversight responsibilities by reviewing the financial information that will
be provided to the shareholders and others, the systems of internal controls
management and the board of directors have established and all audit processes.
General responsibilities:
1 The audit committee provides open avenues of communication among the
independent accountant and the board of directors.
2 The audit committee must report committee's actions to the full board of
directors and may make appropriate recommendations.
3 The audit committee has the power to conduct or authorize investigations
into matters within the committee's scope of responsibilities. The
committee is authorized to retain independent counsel, accountants or
others it needs to assist in an investigation.
4 The committee will meet at least annually each year, more frequently if
circumstances make that preferable. The audit committee chairman has the
power to call a committee meeting whenever he or she thinks there is a
need. An audit committee member should not vote on any matter in which he
or she is not independent. The committee may ask members of management or
others to attend the meeting and is authorized to receive all pertinent
information from management.
5 The committee will do whatever else the law, the company's charter or
bylaws or the board of directors require.
Responsibilities for engaging independent accountants:
1 The audit committee will approve the selection of the independent
accountants for company audits. The committee's selection is subject to
approval by the full board of directors. The audit committee also will
review any fees paid to the independent accountants and review and approve
dismissal of the independent accountants.
2 The audit committee will confirm and assure the independence of the
independent accountant, including a review of management consulting
services provided by the independent accountant and the fees paid for them.
3 The audit committee will consider, in consultation with the independent
accountant, the audit scope and procedural plans made by the independent
accountant.
4 The audit committee will listen to management and the primary independent
auditor if either thinks there might be a need to engage additional
auditors. The audit committee will decide whether to engage an additional
firm and, if so, which one.
<PAGE>
MEADOW VALLEY CORPORATION
AUDIT COMMITTEE CHARTER (continued)
Responsibilities for reviewing the annual external audit and the review of
quarterly and annual financial statements:
1 The audit committee will ascertain that the independent accountant views
the board of directors as its client, that it will be available to the full
board of directors at least annually and that it will provide the committee
with a timely analysis of significant financial reporting issues.
2 The audit committee will ask management and the independent accountant
about significant risks and exposures and will assess management's steps to
minimize them.
3 The audit committee will review the following with the independent
accountant.
A. The adequacy of the company's internal controls, including
computerized information system controls and security.
B. Any significant findings and recommendations made by the
independent accountant together with management's responses to
them.
4 Shortly after the annual examination is completed, the audit committee will
review the following with management and the independent accountants:
A. The company's annual financial statements and related footnotes.
B. The independent accountant's audit of and report on the financial
statements.
C. The auditor's qualitative judgments about the appropriateness,
not just the acceptability, of accounting principles and
financial disclosures and how aggressive (or conservative) the
accounting principles and underlying estimates are.
D. Any serious difficulties or disputes with management encountered
during the course of an audit.
E. Anything else about the audit procedures or findings that GAAS
requires the auditors to discuss with the committee.
5 The independent accountant will review the interim financial reports and
discuss with the audit committee any significant findings related to the
review.
Periodic responsibilities:
1 Review and update the committee's charter as needed.
2 Review policies and procedures covering officers' expense accounts and
perquisites, including their use of corporate assets, and consider the
results of any review of those areas by the independent accountant.
3 Review legal and regulatory matters that may have a material effect on the
organization's financial statements, compliance policies and programs and
reports from regulators.
4 Meet with the independent accountant and management in separate executive
sessions to discuss any matters the committee or these groups believe
should be discussed privately with the audit committee.
<PAGE>
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MEADOW VALLEY CORPORATION
TO BE HELD JUNE 19, 2000
The undersigned hereby appoints Bradley E. Larson as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Meadow Valley Corporation held of record by the undersigned on April
20, 2000, at the Annual Meeting of Shareholders to be held June 19, 2000, or any
adjournment or postponement thereof.
1. ELECTION OF DIRECTORS:
----------------------
____ FOR the election as a director of all nominees listed below (except
as marked to the contrary below).
____ WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: Charles E. Cowan; Kenneth D. Nelson; Alan A. Terril.
INSTRUCTIONS: To withhold authority to vote for individual nominees, write
- -------------
their names in the space provided:
2. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Annual Meeting, or any adjournment or
postponement thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
<PAGE>
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
____________________________ __________________________________
Date Signature
__________________________________
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
PLEASE CHECK IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING:
_______
