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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under
the Securities Exchange Act of 1934
(Amendment No. 2)
Meadow Valley Corporation
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
583185103
(CUSIP Number)
Hoak Public Equities, L.P.
500 Crescent Court, Suite 230
Dallas, Texas 75201
Attention: J. Hale Hoak or Charles D. Warltier
(214) 855-2290
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 2008
(Date
of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
CUSIP No. 583185103 |
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1. |
Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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2
CUSIP No. 583185103 |
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1. |
Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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3
CUSIP No. 583185103 |
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1. |
Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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4
CUSIP No. 583185103 |
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1. |
Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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5
Item 1. |
Security and Issuer |
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This Amendment No. 2 to Schedule 13D relates to the common stock, $0.001 par value per share (Common Stock), of Meadow Valley Corporation, a Nevada corporation (the Company), and amends the original filing on Schedule 13D, dated March 6, 2007, and Amendment No. 1 thereto, dated November 7, 2007, by Hoak Public Equities, L.P., a Texas limited partnership (HPE), Hoak Fund Management, L.P. (HFM), a Texas limited partnership (HPEs general partner), James M. Hoak & Co. (Hoak & Co.), a Texas corporation (HFMs general partner) and James M. Hoak (Hoak & Co.s controlling shareholder). |
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Item 4. |
Purpose of Transaction |
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The Reporting Persons have sent a letter, dated December 3, 2008, to the Chairman of the Special Committee of the Board of Directors of the Company, a copy of which is set forth as Exhibit 99.1 to this Amendment. |
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Item 5. |
Interest in Securities of the Issuer |
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(a) As of December 3, 2008, the Reporting Persons beneficially owned 285,000 shares of Common Stock, representing approximately 5.5% of the shares of Common Stock outstanding based upon the 5,180,654 shares of Common Stock reported by the Issuer to be outstanding as of November 6, 2008 in the Issuers Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2008 filed with the Securities and Exchange Commission (the Commission) on November 14, 2008.
(b) HPE, HFM, Hoak & Co. and James M. Hoak have shared power to vote or to direct the vote, shared power to dispose or to direct the disposition of 285,000 shares of Common Stock.
(c) Set forth below is a listing of all transactions in the Issuers Common Stock in the last 60 days by the Reporting Persons (all of which were open market purchases): |
Date |
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No of Shs. |
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Price/Sh. |
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10/09/2008 |
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100 |
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8.91 |
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10/23/2008 |
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2000 |
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8.00 |
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10/27/2008 |
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6200 |
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7.2945 |
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11/12/2008 |
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4200 |
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9.6583 |
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11/25/2008 |
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1166 |
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9.7313 |
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11/26/2008 |
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334 |
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9.97 |
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12/02/2008 |
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1000 |
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6.50 |
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12/02/2008 |
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15000 |
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6.3614 |
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12/02/2008 |
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10000 |
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6.3614 |
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(d) Inapplicable.
(e) Inapplicable. |
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Item 7. |
Material to be Filed as Exhibits |
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Exhibit 99.1 Letter dated December 3, 2008 |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule 13D is true, complete and correct.
Hoak Public Equities, L.P. |
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By Hoak Fund Management, L.P. (its general partner) |
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By James M. Hoak & Co. (its general partner) |
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By: |
/s/ J. Hale Hoak |
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J. Hale Hoak |
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President |
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Hoak Fund Management, L.P. |
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By James M. Hoak & Co. (its general partner) |
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By: |
/s/ J. Hale Hoak |
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J. Hale Hoak |
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President |
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James M. Hoak & Co. |
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By: |
/s/ J. Hale Hoak |
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J. Hale Hoak |
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President |
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/s/ James M. Hoak |
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James M. Hoak (individually) |
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Dated: December 3, 2008 |
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7