SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.)
Meadow Valley Corporation
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
583185103
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(CUSIP Number)
Walter Schenker
c/o Titan Capital Management, LLC
7 Century Drive, Suite 201, Parsippany, NJ 07054
(973) 829-1334
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 18, 2004
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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 13d-7 for
other parties to whom copies are to be sent.
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 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).
CUSIP No. 583185103
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Titan Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
8. SHARED VOTING POWER
181,140
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
181,140
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,140
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14. TYPE OF REPORTING PERSON
OO
CUSIP No. 583185103
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TCMP3 Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
181,140
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
181,140
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,140
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 583185103
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Walter Schenker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
181,140
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
181,140
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,140
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14. TYPE OF REPORTING PERSON
IN, HC
CUSIP No. 583185103
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Slawson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
181,140
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
181,140
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,140
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14. TYPE OF REPORTING PERSON
IN, HC
CUSIP No. 583185103
---------------------
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Item 1. Security and Issuer.
The name of the issuer is Meadow Valley Corporation, a Nevada
corporation (the "Issuer"). The address of the Issuer's offices is 4411 South
40th Street, Suite D-11, Phoenix, AZ 85040. This Schedule 13D relates to the
Issuer's Common Stock, $0.001 par value (the "Shares").
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (i) Titan Capital
Management, LLC, a Delaware limited liability company ("TCM"), (ii) TCMP3
Partners, L.P., a Delaware limited partnership ("TP"), (iii) Walter Schenker, a
United States citizen and (iv) Steven Slawson, a United States citizen
(collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 7 Century Drive,
Suite 201, Parsippany, NJ 07054.
TCM is the investment manager of TP. Walter Schenker and Steven Slawson are
the managing members of TCM, and are responsible for making investment decisions
with respect to TCM and TP.
(d) None of TCM, TP, Mr. Schenker nor Mr. Slawson has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of TCM, TP, Mr. Schenker nor Mr. Slawson has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to 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 violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, TCM may be deemed to beneficially own 181,140
Shares. The Shares are held by TP. The total cost for the Shares TCM may be
deemed to beneficially own is $424,216.81.
As of the date hereof, TP may be deemed to beneficially own 181,140
Shares. The Shares are held by TP in its own accounts. The total cost for the
Shares TCM may be deemed to beneficially own is $424,216.81.
As of the date hereof, Walter Schenker and Steven Slawson, through their
positions as the managing members of TCM, may be deemed to beneficially own
181,140 Shares held by TP, over which TCM exercises investment discretion. The
total cost for the Shares Mr. Schenker and Mr. Slawson may be deemed to
beneficially own is $424,216.81.
The funds for the purchase of the Shares beneficially owned by the
Reporting Persons came from TP's funds, over which the Reporting Persons
exercise investment discretion.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
(a-j) The Shares held by the Reporting Persons were acquired for, and
are being held for, investment purposes. The acquisitions of the Shares were
made in the ordinary course of the Reporting Persons' business or investment
activities, as the case may be.
The Reporting Persons intend to engage in discussions with management
and the Board of Directors of the Issuer concerning the business, operations and
future plans of the Issuer. The Reporting Persons intend to continue its
attempts to influence the management of the Issuer to better operate its
business and reduce its contract risk in construction services. Depending on
various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities market and general economic and industry conditions, the Reporting
Persons may in the future take such actions with respect to its investment in
the Issuer as it deems appropriate including, without limitation, making
proposals to the Board of Directors concerning the capitalization and operations
of the Issuer and/or attempting to influence the Board of Directors to
accelerate the liquidation of the Issuer's assets in order to realize the
intrinsic value of the two business segments of the Issuer, Meadow Valley
Contractors and Ready Mix, Inc.
In an effort to protect their investment, as well as to maximize
shareholder value, the Reporting Persons may acquire additional Shares, dispose
of all or some of these Shares from time to time, or may continue to hold the
Shares, depending on business and market conditions, its continuing evaluation
of the business and prospects of the Issuer and other factors.
The Reporting Persons may also engage in and may plan for their
engagement in:
(1) the acquisition of additional Shares of the Issuer, or the
disposition of Shares of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy
of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; and/or
(10) any action similar to those enumerated above.
Any future decision of the Reporting Persons to take any such actions
with respect to the Issuer or its securities will take into account various
factors, including the prospects of the Issuer, general market and economic
conditions and other factors deemed relevant.
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Item 5. Interest in Securities of the Issuer.
TCM
As of the date hereof, TCM may be deemed to be the beneficial owner of
181,140 Shares, constituting 5.03% of the Shares of the Issuer, based upon the
3,601,250 Shares outstanding as of June 30, 2004, according to the Issuer's most
recent Form 10-Q.
TCM has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 181,140 Shares to which this filing
relates.
TCM has the sole power to dispose or direct the disposition of 0
Shares and the shared power to dispose or direct the disposition of 181,140
Shares to which this filing relates.
TP
As of the date hereof, TP may be deemed to be the beneficial owner of
181,140 Shares, constituting 5.03% of the Shares of the Issuer, based upon the
3,601,250 Shares outstanding as of June 30, 2004, according to the Issuer's most
recent Form 10-Q.
TP has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 181,140 Shares to which this filing
relates.
TP has the sole power to dispose or direct the disposition of 0 Shares
and the shared power to dispose or direct the disposition of 181,140 Shares to
which this filing relates.
Walter Schenker
As of the date hereof, Walter Schenker may be deemed to be the
beneficial owner of 181,140 Shares, constituting 5.03% of the Shares of the
Issuer, based upon the 3,601,250 Shares outstanding as of June 30, 2004,
according to the Issuer's most recent Form 10-Q.
Walter Schenker has the sole power to vote or direct the vote of 0
Shares and the shared power to vote or direct the vote of 181,140 Shares to
which this filing relates.
Walter Schenker has the sole power to dispose or direct the
disposition of 0 Shares and the shared power to dispose or direct the
disposition of 181,140 Shares to which this filing relates.
Steven Slawson
As of the date hereof, Steven Slawson may be deemed to be the
beneficial owner of 181,140 Shares, constituting 5.03% of the Shares of the
Issuer, based upon the 3,601,250 Shares outstanding as of June 30, 2004,
according to the Issuer's most recent Form 10-Q.
Steven Slawson has the sole power to vote or direct the vote of 0
Shares and the shared power to vote or direct the vote of 181,140 Shares to
which this filing relates.
Steven Slawson has the sole power to dispose or direct the disposition
of 0 Shares and the shared power to dispose or direct the disposition of 181,140
Shares to which this filing relates.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither TCM, TP, Walter Schenker nor Steven Slawson has any contract,
arrangement, understanding or relationship with any person with respect to the
Shares.
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Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as required
by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
August 27, 2004
----------------------------------------
(Date)
TITAN CAPITAL MANAGEMENT, LLC
By: /s/ Walter Schenker
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Walter Schenker
Managing Member
TCMP3 PARTNERS, L.P.
By: Titan Capital Management, LLC
General Partner
By: /s/ Walter Schenker
--------------------------
Walter Schenker
Managing Member
Walter Schenker
/s/ Walter Schenker
--------------------------
Walter Schenker
Steven Slawson
/s/ Steven Slawson
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Steven Slawson
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, dated August 18, 2004 relating to
the Common Stock par value $0.001 of Meadow Valley Corporation shall be filed on
behalf of the undersigned.
TITAN CAPITAL MANAGEMENT, LLC
By: /s/ Walter Schenker
--------------------------
Walter Schenker
Managing Member
TCMP3 PARTNERS, L.P.
By: TITAN CAPITAL MANAGEMENT, LLC
General Partner
By: /s/ Walter Schenker
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Walter Schenker
Managing Member
Walter Schenker
/s/ Walter Schenker
--------------------------
Walter Schenker
Steven Slawson
/s/ Steven Slawson
--------------------------
Steven Slawson
August 27, 2004
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Date
02787.0001 #507671