UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MEADOW VALLEY CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
583185103
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(CUSIP Number of Class of Securities)
CD CAPITAL MANAGEMENT LLC
2 NORTH RIVERSIDE PLAZA, SUITE 720
CHICAGO, ILLINOIS 60606
ATTENTION: JOHN ZIEGELMAN
TELEPHONE: (312) 466-3226
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with copies to:
GREENBERG TRAURIG, LLP
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
ATTENTION: PETER H. LIEBERMAN, ESQ.
TELEPHONE: (312) 456-8400
OCTOBER 17, 2006
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 8 PAGES
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CUSIP No. 583185103 SCHEDULE 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON: CD CAPITAL MANAGEMENT LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
31-1816593
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER
SHARES 215,100 (SEE ITEM 5)
BENEFICIALLY -----------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (SEE ITEM 5)
PERSON -----------------------------------------
WITH 9. SOLE DISPOSITIVE POWER 210,000
215,100 (SEE ITEM 5)
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10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% OF COMMON STOCK(1)
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14. TYPE OF REPORTING PERSON
IA, OO
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(1) Based on 4,165,963 shares of Common Stock of the Issuer outstanding on
August 7, 2006. According to the Current Report on Form 8-K filed by
the Issuer on October 23, 2006, on October 20, 2006 the Issuer
consummated a private placement of 817,120 units, with each unit
consisting of one share of the Issuer's common stock and a warrant to
purchase one-tenth of one share of the Issuer's common stock. Assuming
the issuance of 817,120 newly-issued shares of the Issuer's Common
Stock, the Reporting Person believes that, as of October 20, 2006, the
percent of class represented by the amount in row (11) above was
reduced to 4.3%.
PAGE 2 OF 8 PAGES
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CUSIP No. 583185103 SCHEDULE 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON: JOHN D. ZIEGELMAN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7. SOLE VOTING POWER
SHARES 215,100 (SEE ITEM 5)
BENEFICIALLY ------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH REPORTING -0- (SEE ITEM 5)
PERSON ------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
215,100(SEE ITEM 5)
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10. SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% OF COMMON STOCK(1)
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14. TYPE OF REPORTING PERSON
IN
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(1) Based on 4,165,963 shares of Common Stock of the Issuer outstanding on
August 7, 2006. According to the Current Report on Form 8-K filed by
the Issuer on October 23, 2006, on October 20, 2006 the Issuer
consummated a private placement of 817,120 units, with each unit
consisting of one share of the Issuer's common stock and a warrant to
purchase one-tenth of one share of the Issuer's common stock. Assuming
the issuance of 817,120 newly-issued shares of the Issuer's Common
Stock, the Reporting Person believes that, as of October 20, 2006, the
percent of class represented by the amount in row (11) above was
reduced to 4.3%.
PAGE 3 OF 8 PAGES
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement of Beneficial Ownership on Schedule 13D (this "Schedule
13D") relates to the common stock, $0.001 par value (the "Common Stock"), of
Meadow Valley Corporation, a Nevada corporation (the "Issuer"), having its
principal executive offices at 4411 South 40th Street, Suite D-11, Phoenix,
Arizona 85040.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) AND (c) This Schedule 13D is being filed jointly by CD Capital
Management LLC, a Delaware limited liability company ("CD Capital"), and John D.
Ziegelman ("Mr. Ziegelman" and, together with CD Capital, the "Reporting
Persons").
The manager and sole member of CD Capital is ZPII, L.P., a Delaware
limited partnership ("ZP-II LP"). C3 Management Inc., a Delaware corporation
("C3"), is the general partner of ZP-II LP. Mr. Ziegelman is the Chairman of the
Board, President and Treasurer and the beneficial owner of 100% of the
outstanding common stock of C3, and the President of CD Capital. Maria D. Suh
("Ms. Suh") is the Secretary of C3.
CD Capital is principally engaged in the business of providing
investment management services to various investment funds, including CD
Investment Partners Ltd. ("CD Investment"), and managed accounts and of
acquiring, holding, voting and disposing of various portfolio securities
investments. ZP-II LP's principal business is serving as manager and sole member
of CD Capital. C3's principal business is serving as general partner of ZP-II.
Mr. Ziegelman's principal occupation is serving as Chairman of the Board,
President and Treasurer of C3 and as President of CD Capital. In such capacity,
Mr. Ziegelman acts as investment manager of the investment funds and managed
accounts to which CD Capital provides investment management services. Mr.
Ziegelman also serves as Managing Agent and co-general partner of ZP-LP. Ms
Suh's principal occupation is serving as Secretary of C3.
The business address of each of CD Capital, ZP-II LP, C3, Mr. Ziegelman
and Ms. Suh is 2 North Riverside Plaza, Suite 720, Chicago, Illinois 60606.
(d) AND (e) During the last five years, none of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any other person identified
in response to this Item 2, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
(f) Each natural person identified in this Item 2 is a citizen of the
United States.
Any disclosures made in this Schedule 13D with respect to the
historical financial results, business or operations of the Issuer which are not
expressly attributed herein to the beliefs or opinions of the Reporting Persons,
are derived entirely from the Issuer's registrations, reports, statements and
public announcements made by the Issuer under the Securities Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Nasdaq Marketplace
Rules (the "Issuer's Public Filings"), and the Reporting Persons in quoting from
or repeating any information or disclosures made
PAGE 4 OF 8 PAGES
or contained in the Issuer's Public Filings do not assume any responsibility
therefor and have not independently verified the accuracy or completeness
thereof.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All purchases of Common Stock were made in open market transactions with
investment funds in accounts under management on behalf of CD Investment, which
may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business. The total amount of funds expended for such
purchases was approximately $2,265,900, which was expended entirely by CD
Investment.
ITEM 4. PURPOSE OF TRANSACTION
CD Capital (for the account of CD Investment) made the investment
decision to acquire beneficial ownership of the shares of Common Stock because,
in its judgment, the Common Stock is undervalued and represents an attractive
investment opportunity.
CD Capital has continuously managed shares of Common Stock in the
account of CD Investment since February 2006. The Reporting Persons have
delivered two letters to Mr. Brad Larson, the Issuer's President and Chief
Executive Officer, dated August 15, 2006 and October 27, 2006. Copies of those
letters are attached hereto as Exhibits 99.2 and 99.3, respectively, and
incorporated by reference herein. Except to the extent which may be set forth in
those letters, none of the Reporting Persons has any present plan or proposal
which would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Form Schedule 13D.
The Reporting Persons intend to monitor and evaluate the Issuer's
business, financial performance and prospects and their investments in the
Issuer on an ongoing basis and to continue to communicate their views to the
Issuer. Accordingly, the Reporting Persons reserve the right to propose or take
any or all of the actions set forth in subparagraphs (a)-(j) of Item 4 of Form
Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
(A) As of October 17, 2006, the Reporting Persons beneficially owned
210,000 shares of Common Stock, representing approximately 5.0% of the shares of
Common Stock outstanding, and as of October 27, 2006, the Reporting Persons
beneficially owned 215,100 shares of Common Stock, representing approximately
5.2% of the shares of Common Stock outstanding, in each case based upon the
4,165,963 shares of Common Stock reported by the Issuer to be outstanding as of
August 7, 2006 in the Issuer's Quarterly Report on Form 10-Q for its fiscal
quarter ended June 30, 2006 filed with the Securities and Exchange Commission
(the "Commission") on August 14, 2006 (the "Outstanding Shares"). According to
the Current Report on Form 8-K filed by the Issuer with the Commission on
October 23, 2006, on October 20, 2006 the Issuer consummated a private placement
of 817,120 units, with each unit consisting of one share of the Issuer's common
stock and a warrant to purchase one-tenth of one share of the Issuer's common
stock. Assuming the issuance of 817,120 newly-issued shares of the Issuer's
Common Stock, the Reporting Persons believe that, as of October 20, 2006, the
215,100 shares of Common Stock beneficially owned by the Reporting Persons as of
October 27, 2006 represented approximately 4.3% of the shares of Common Stock
presently outstanding.
The Reporting Persons may be deemed to beneficially own shares of
Common Stock as follows:
PAGE 5 OF 8 PAGES
NUMBER OF SHARES APPROXIMATE
OF PERCENTAGE OF
NAME OF REPORTING PERSON COMMON STOCK OUTSTANDING SHARES
------------------------------------ ----------------- ------------------
Mr. Ziegelman....................... 215,100 5.2%
CD Capital.......................... 215,100 5.2%
CD Capital is attorney-in-fact with sole power and authority to effect
acquisitions, dispositions and voting decisions with respect to CD Investment's
portfolio assets, including 215,100 shares of Common Stock, constituting
approximately 5.2% of the Outstanding Shares. Accordingly, by virtue of the
foregoing relationship between CD Capital and CD Investment, CD Capital will be
deemed to beneficially own an aggregate of 215,100 shares of Common Stock,
constituting approximately 5.2% of the Outstanding Shares, consisting of the
215,100 shares of Common Stock held in the account of CD Investment.
ZP-II LP, as the manager and sole member of CD Capital, may be deemed
to beneficially own the 215,100 shares of Common Stock which CD Capital will be
deemed to beneficially own. C3, as the general partner of ZP-II LP, may be
deemed to beneficially own the 215,100 shares of Common Stock which ZP-II LP may
be deemed to beneficially own. Mr. Ziegelman, as the Chairman of the Board,
President and Treasurer and the beneficial owner of 100% of the outstanding
shares of common stock of C3, may be deemed to beneficially own the 215,100
shares of Common Stock which C3 may be deemed to beneficially own.
Except as otherwise expressly set forth herein, the filing of this
statement by the Reporting Persons shall not be construed as an admission that
either of the Reporting Persons, or any other person or entity named in Item 2,
is, for purposes of Section 13(d) or 13(g) of the Exchange Act or any other
provision of the Exchange Act, the beneficial owner of any of the shares of
Common Stock described in this statement.
(b) CD Capital has the sole power to vote or to direct the vote, and
the sole power to dispose or to direct the disposition of the 215,100 shares of
Common Stock held in CD Investment's account. ZP-II LP, C3 and Mr. Ziegelman may
be deemed to share with CD Capital the power to vote or to direct the vote, and
the power to dispose or to direct the disposition of such shares of Common
Stock.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last 60 days by the Reporting Persons.
(d) Not applicable.
(e) As noted above, according to the Current Report on Form 8-K
filed by the Issuer with the Commission on October 23, 2006, on October 20, 2006
the Issuer consummated a private placement of 817,120 units, with each unit
consisting of one share of the Issuer's common stock and a warrant to purchase
one-tenth of one share of the Issuer's common stock. Assuming the issuance of
817,120 newly-issued shares of the Issuer's Common Stock, the Reporting Persons
believe that, as of October 20, 2006, the 215,100 shares of Common Stock
beneficially owned by the Reporting Persons represented approximately 4.3% of
the shares of Common Stock presently outstanding, and that the Reporting Persons
therefore ceased to be the beneficial owners of more than 5% of the outstanding
Common Stock on that date.
PAGE 6 OF 8 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this Schedule 13D, and any amendment or amendments hereto.
Reference is made to Items 2 and 5 of this Schedule 13D, which are
incorporated by reference herein, for a description of the relationships between
CD Capital and CD Investment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 Joint Filing Agreement, dated as of October 27, 2006,
between CD Capital and Mr. Ziegelman.
Exhibit 99.2 Letter to Issuer, dated as of August 15, 2006.
Exhibit 99.3 Letter to Issuer, dated as of October 27, 2006.
PAGE 7 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: October 27, 2006
CD CAPITAL MANAGEMENT LLC
By: ZP II LP, its Managing Member
By: C3 Management Inc., its General Partner
BY: /s/ John D. Ziegelman
Name: John D. Ziegelman
Title: President
/s/ John D. Ziegelman
JOHN D. ZIEGELMAN
PAGE 8 of 8
SCHEDULE A
This schedule sets forth information with respect to each purchase and
sale of Common Stock which was effectuated by a Reporting Person within the last
60 days. All transactions were effectuated in the open market through a broker.
PURCHASE (SALE) OF SHARES EFFECTED BY CD CAPITAL FOR THE ACCOUNT OF CD
INVESTMENT
Number of Shares Aggregate
Date Purchased (Sold) Price Per Share($) Price($)(1)
----------------------- ------------------------ ---------------------- ----------------
August 23, 2006 13,900 9.5871 133,260.69
August 24, 2006 900 9.5465 8,591.85
August 25, 2006 (100) 9.6235 (962.35)
August 29, 2006 1,000 9.882 9,882.00
August 31, 2006 4,800 10.0063 48,030.24
September 1, 2006 2,500 10.0365 25,091.25
September 13, 2006 1,075 10.04 10,793.00
September 14, 2006 1,000 9.8465 9,846.50
September 15, 2006 3,300 9.8532 32,515.56
September 18, 2006 500 9.9565 4,978.25
September 19, 2006 6,000 9.8661 59,196.60
September 20, 2006 5,921 10.008 59,257.37
September 22, 2006 3,262 10.1448 33,092.34
October 2, 2006 1,000 9.7615 9,761.50
October 3, 2006 1,000 9.9555 9,955.50
October 4, 2006 4,000 9.9433 39,773.20
October 6, 2006 100 9.9455 994.55
October 17, 2006 4,900 10.8255 53,044.95
October 24, 2006 5,000 9,806 $49,027.50
October 25, 2006 100 9,606 $960.55
(1) Excludes commissions and other execution-related costs.
EXHIBIT INDEX
Exhibit 99.1 Joint Filing Agreement, dated as of October 27, 2006,
between CD Capital and Mr. Ziegelman.
Exhibit 99.2 Letter to Issuer, dated as of August 15, 2006.
Exhibit 99.3 Letter to Issuer, dated as of October 27, 2006.