-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KjXmbkIbTtMlxLDWflXpCpnAuGrLCoLcTG3L0QxbW2PhgIoRWfExsPuDKoWnJA+c ioUvILUnjQcpwnEoLkR5WQ== 0000906477-01-000002.txt : 20010207 0000906477-01-000002.hdr.sgml : 20010207 ACCESSION NUMBER: 0000906477-01-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010206 GROUP MEMBERS: CYRUS W. SPURLINO GROUP MEMBERS: SILVER STATE MATERIALS CORP GROUP MEMBERS: SILVER STATE MATERIALS CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEADOW VALLEY CORP CENTRAL INDEX KEY: 0000934749 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 880328443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48695 FILM NUMBER: 1526473 BUSINESS ADDRESS: STREET 1: 4411 S 40TH ST STREET 2: STE D-11 CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024375400 MAIL ADDRESS: STREET 1: 4411 S 40TH ST STREET 2: STE D-11 CITY: PHOENIX STATE: AZ ZIP: 85040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER STATE MATERIALS CORP CENTRAL INDEX KEY: 0001122077 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880230835 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4005 INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7028936557 MAIL ADDRESS: STREET 1: 4005 INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89103 SC 13D/A 1 0001.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 3)

Under the Securities Exchange Act of 1934

Meadow Valley Corporation
_______________________________________________________________________________________________
(Name of Issuer)


Common Stock, $0.001 par value
_______________________________________________________________________________________________
(Title of Class of Securities)


583185103
_______________________________________________________________________________________________
(CUSIP Number)


Steven Hill, 4005 Industrial Road, Las Vegas, Nevada 89103
, Telephone 702-893-6557
_______________________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


January 20, 2001
_______________________________________________________________________________________________
(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 which that is the subject of this Schedule 13D, and is filing this schedule because of Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), Rule 13d-l(b)(3) or (4), 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 Sec. 240-Rule 13d-7 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).

SCHEDULE 13D

CUSIP No.

296016 10 8
________________

Page

2
_____

of

6
_____

Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Silver State Materials Corp.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)        (a) [  ]
                                                                                                                                              (b) [X]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

512,300 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

512,300 shares

10

SHARED DISPOSITIVE POWER

0 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

512,300 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.4%

14

TYPE OF REPORTING PERSON* (See Instructions)

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

SCHEDULE 13D

CUSIP No.

296016 10 8
________________

Page

3
_____

of

6
_____

Pages

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Cyrus W. Spurlino

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)       (a) [  ]
                                                                                                                                            (b) [X]

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

PF

5

CHECK 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
WITH

7

SOLE VOTING POWER

47,800 shares

8

SHARED VOTING POWER

0 shares

9

SOLE DISPOSITIVE POWER

47,800 shares

10

SHARED DISPOSITIVE POWER

0 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,800 shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.3%

14

TYPE OF REPORTING PERSON (See Instructions)

IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

          This Amendment No. 3 to Schedule 13D (this "Amendment") amends the Schedule 13D of Silver State Materials Corp., a Nevada corporation ("SSMC") and Cyrus W. Spurlino, an individual (together with SSMC, the "Reporting Persons"), as filed with the Securities and Exchange Commission on September 21, 2000, as amended on December 8, 2000 and as further amended on December 21, 2000 (together, the "Schedule 13D"), with respect to their ownership of the common stock, $.001 par value, of Meadow Valley Corporation, a Nevada Corporation ("MVC"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.

Item 3.     Source and Amount of Funds or Other Compensation

          See response to Item 4, "Purpose of the Transaction."

Item 4.     Purpose of Transaction

          The Reporting Persons have acquired their respective shares of MVC's common stock for investments purposes and in the ordinary course of business. Through open market transactions, SSMC has acquired an additional 36,200 shares of MVC common stock as of January 20, 2001, increasing its holdings to 512,300 shares. The additional 36,200 shares of MVC common stock were purchased for an aggregate purchase price of $102,706.40 where such purchases were made with funds from cash on-hand.

          The additional shares of MVC common stock acquired by SSMC were purchased as follows:

Date

Shares

Price
Per
Share

Total
Purchase
Price

Date

Shares

Price
Per
Share

Total
Purchase
Price

______________________________________________

_______________________________________________

December 20, 2000

3,700

$ 2.63

$  9,712.50

December 29, 2000

3,900

$ 3.00

$   11,700.00

December 20, 2000

6,500

$ 2.69

$17,468.75

   January 2, 2001

1,000

$ 2.97

$     2,968.80

December 22, 2000

5,300

$ 2.69

$14,243.75

   January 2, 2001

4,000

$ 3.00

$   12,000.00

December 26, 2000

2,000

$ 2.66

$  5,312.60

   January 8, 2001

2,000

$ 3.13

$     6,250.00

December 26, 2000

500

$ 2.67

$  1,343.75

   January 19, 2001

2,000

$ 2.94

$     5,875.00

December 29, 2000

1,100

$ 2.94

$  3,231.25

   January 19, 2001

4,200

$ 3.00

$   12,600.00

______________________________________________

_______________________________________________

Sub-Total

19,100

$51,312.60

Sub-Total

17,100

$   51,393.80

_______________________________________________

Total

36,200

$ 102,706.40

          None of the Reporting Persons has any present plans or proposals with respect to MVC's common stock. The Reporting Persons intend to continue to acquire shares of MVC common stock in the open market, in privately negotiated transactions or otherwise until such time as market conditions or other conditions relevant to MVC would cause the Reporting Persons to act otherwise. However, each of the Reporting Persons intends to review, on a continuing basis, its investment in MVC, including MVC's business, financial condition and operating results and general market and industry conditions, and, based upon such review, may consider certain of the types of transactions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. No assurance can be given that these Reporting Persons will do any of such transactions.

-4-

Item 5.   Interest in Securities of the Issuer

a-b.  Aggregate Beneficial Ownership.

SSMC

Cyrus W. Spurlino

Total

________________

________________

________________

Presently
Owned

%

Presently
Owned

%

Presently
Owned

%

_________________

_________________

________________

Sole Voting Power

512,300

14.4%

47,800

1.3%

560,100

14.7%

Shared Voting Power

0

0.0%

0

0.0%

0

0.0%

Sole Dispositive Power

512,300

14.4%

47,800

1.3%

560,100

14.7%

Shared Dispositive Power

0

0.0%

0

0.0%

0

0.0%

_________________

_________________

________________

Total Beneficial Ownership

512,300

14.4%

47,800

1.3%

560,100

15.7%

          If the Reporting Persons are deemed to constitute a group, the 560,100 shares of MVC common stock held by the Reporting Persons would represent approximately 15.7% of the total number of outstanding shares of MVC's common stock. Although SSMC disclaims beneficial ownership of the shares of MVC's common stock held by Mr. Spurlino, Mr. Spurlino will be deemed to beneficially own the shares of MVC's common stock held by SSMC since Mr. Spurlino serves as Chairman and Treasurer of SSMC.

          These percentages reflect the percentage share ownership with respect to 3,559,938 shares, the number of shares of MVC's common stock outstanding as of October 31, 2000, as reported by MVC in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2000.

Item 7.   Material to be Filed as Exhibits

          Attached hereto as Exhibit A is the power of attorney granted by Cyrus W. Spurlino in favor of Steven Hill solely with respect to: (i) the preparation and execution of this Amendment and all amendments thereto; (ii) the preparation and execution of any Form 4, any Form 5 and all amendments thereto; (iii) the filing of this Amendment, any Form 4, any Form 5 and all amendments thereto with the Securities and Exchange Commission; and (iv) the taking of any other action in connection with the foregoing.

-5-

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Silver State Materials Corp.,
     a Nevada corporation

 

Dated:  February 6, 2001

By:

/s/ Steven Hill
__________________________________
Steven Hill, President

 

Cyrus W. Spurlino,
      an individual

 

Dated:  February 6, 2001

By:

/s/ Steven Hill
___________________________________
Steven Hill, Attorney-in-Fact for
Cyrus W. Spurlino, an individual

EXHIBIT A

POWER OF ATTORNEY

          The undersigned hereby appoints, authorizes and designates Steven Hill, signing singly as the true and lawful attorney-in-fact for Cyrus W. Spurlino, to:

    1. prepare and sign United States Securities and Exchange Commission Schedule 13D (Amendment No. 2) of Silver State Materials Corp., a Nevada corporation, and the undersigned (the "Amendment") and all amendments thereto, with respect to the undersigned's ownership of the common stock of Meadow Valley Corporation, a Nevada Corporation ("MVC");
    2. prepare and sign any applicable Form 4, Statement of Changes of Beneficial Ownership of Securities ("Form 4"), any applicable Form 5, Annual Statement of Beneficial Ownership of Securities ("Form 5"), and all amendments thereto, with respect to the undersigned's ownership of MVC common stock;
    3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable in connection with the filing of the Amendment, Form 4, Form 5 and all amendments thereto, if necessary, with the United States Securities and Exchange Commission; and
    4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned in connection with the filing of the Amendment, Form 4, Form 5 and all amendments thereto, if necessary it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

          The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation for and in the name, place and stead of the undersigned, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

          This power of attorney shall remain in full force and effect until the undersigned is no longer required to file any amendments to Schedule 13D, Forms 4, Forms 5 or any amendments thereto, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

          IN WITNESS WHEREOF, the undersigned have caused this power of attorney to be executed as of this 21st day of December 2000.

                                              

/s/ Cyrus W. Spurlino
_______________________________________

CYRUS W. SPURLINO

                                                                                                    

STATE OF NEVADA    )

                                      ) ss:

COUNTY OF CLARK   )

          On this 21st day of December 2000, before me, the undersigned, a Notary Public in and for the County of Clark, State of Nevada, duly commissioned and sworn, personally appeared Cyrus W. Spurlino, known/proved to me to be the person whose name is subscribed to the within instrument, and who acknowledge to me that he executed the same freely and voluntarily and for the uses and purposes therein mentioned.

                                                                           

Donna J. Valenta
_______________________________________

NOTARY PUBLIC

                                                                                        

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