sc13dza

0000950124-07-005576.txt : 20071106 0000950124-07-005576.hdr.sgml : 20071106 20071106060113 ACCESSION NUMBER: 0000950124-07-005576 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071106 DATE AS OF CHANGE: 20071106 GROUP MEMBERS: JOHN D. ZIEGELMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEADOW VALLEY CORP CENTRAL INDEX KEY: 0000934749 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 880328443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48695 FILM NUMBER: 071215854 BUSINESS ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6024375400 MAIL ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001271084 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663239 MAIL ADDRESS: STREET 1: 2 N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 c21313sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

MEADOW VALLEY CORPORATION

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

583185103

(CUSIP Number)

CD Capital Management LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 803-5011

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

with copy to:

Greenberg Traurig, LLP
77 West Wacker Drive
Chicago, Illinois 60601
Attention: Peter H. Lieberman, Esq.
Telephone: (312) 456-8400

November 5, 2007

(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

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 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).


CUSIP No.		583185103	SCHEDULE 13D/A	Page		2		of		8	Pages

NAMES OF REPORTING PERSONS

CD Capital Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ý

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0- (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

369,710 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (see Item 5)

WITH

SHARED DISPOSITIVE POWER

369,710 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

369,710

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2% OF COMMON STOCK⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA, OO

(1) Based on 5,129,760 shares of Common Stock of Meadow Valley Corporation outstanding on August 3, 2007, as reported in the Form 10-Q filed by the Issuer on August 13, 2007.


CUSIP No.		583185103	SCHEDULE 13D/A	Page		3		of		8	Pages

NAMES OF REPORTING PERSONS

John D. Ziegelman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ý

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

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

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

-0- (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

369,710 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0- (see Item 5)

WITH

SHARED DISPOSITIVE POWER

369,710 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

369,710

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2% OF COMMON STOCK⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Based on 5,129,760 shares of Common Stock of Meadow Valley Corporation outstanding on August 3, 2007, as reported in the Form 10-Q filed by the Issuer on August 13, 2007.

SCHEDULE 13D/A

CD Capital Management LLC, a Delaware limited liability company (‘‘CD Capital’’), John D. Ziegelman (‘‘Mr. Ziegelman’’, and collectively with CD Capital, the ‘‘Reporting Persons’’) are jointly filing this Amendment No. 4 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on March 15, 2007, as amended by Amendment No. 1 thereto filed with the Commission on June 8, 2007, Amendment No. 2 thereto filed with the Commission on October 24, 2007 and Amendment No. 3 thereto filed with the Commission on October 24, 2007 (collectively, the “Schedule 13D”).

Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended to add the following information:

All purchases of Common Stock were made in open market transactions, with investment funds in accounts under management on behalf of CD Capital, 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 reflected on Schedule A to this Amendment No. 4 was approximately $298,916, which was expended entirely by CD Capital. These amounts are in addition to the amounts previously reported.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information:

On November 5, 2007, Mr. Ziegelman of CD Capital contacted Charles R. Norton by telephone and also sent a letter to the independent directors of the Issuer (the ‘‘November 5^th Letter’’). In both the phone conversation and the November 5^th Letter, Mr. Ziegelman expressed his desire to be added to the Board of Directors of the Issuer (the “Board”) and to become Chairman of a to-be-formed strategic alternatives committee. Mr. Ziegelman’s reasons are outlined in the November 5^th Letter, a copy of which is attached hereto as Exhibit 99.7 and which is incorporated by reference herein. Mr. Ziegelman also briefly spoke to Bradley E. Larson, the Issuer’s Chief Executive Officer, in efforts to reach Mr. Norton.

The Reporting Persons expressly hereby reaffirm the reservation of all rights, options and possible future actions heretofore disclosed by them in this Item 4 to Schedule 13D.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

Item 5 is hereby amended to add the following information:

As a result of the purchases and sales of shares of Common Stock as reflected on Schedule A to this Amendment No. 4, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons increased to 369,710, representing approximately 7.2% of the shares of Common Stock presently outstanding based upon the 5,129,760 shares of Common Stock reported by the Issuer to be outstanding as of August 3, 2007 in the Issuer’s Form 10-Q filed with the Commission on August 13, 2007.

PAGE 4 OF 6 PAGES

As a result of the transactions described in this Schedule 13D, the Reporting Persons may be deemed to beneficially own shares of Common Stock as follows:


	Number of		Approximate
	Shares of		Percentage of
Name of Reporting Person	Common Stock		Outstanding Shares


Mr. Ziegelman		369,710		7.2	%
CD Capital		369,710		7.2	%

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:


Exhibit 99.7		Letter dated November 5, 2007 from Mr. Ziegelman to the independent directors of the Issuer.

PAGE 5 OF 6 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: November 5, 2007


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 6 OF 6 PAGES

SCHEDULE A

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by the Reporting Persons since the filing of Amendment No. 3. 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⁾


10/24/2007		16,000		12.4068	$	198,508.80
10/25/2007		1,000		12.2485	$	12,248.50
11/5/2007		7,010		12.5761	$	88,158.46


(1)		Includes commissions but excludes other execution-related costs.

EXHIBIT INDEX


Exhibit 99.7		Letter dated November 5, 2007 from Mr. Ziegelman to the independent directors of the Issuer.

EX-99.7 2 c21313exv99w7.htm LETTER exv99w7

EXHIBIT 99.7

CD Capital Management, LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606

November 5, 2007

Mr. Charles E. Cowan
Mr. Charles R. Norton
Mr. Don A. Patterson
Meadow Valley Corporation (the “Company”)
4602 E. Thomas Road
Phoenix, AZ 85020

Gentlemen:

In light of the YMV disclosure this morning, I conveyed to both Chuck and Brad Larson my interest in immediately being appointed to the Company’s Board as a Director and to become Chairman of a to-be-formed strategic alternatives committee. I believe my participation in this capacity would be appropriate and important for the following reasons. First, I have proven skills and experience to lead the Company in this endeavor as evidenced by my recent work with Sunterra Corporation. At Sunterra, I was invited by the Board to join as a Director, formed its Strategic Alternatives Committee (“SAC”) and was appointed Chairman, became Chairman of the Board, and led the SAC, with the assistance of its advisors (Merrill Lynch, Duff & Phelps, and Weil Gotschal) through a complex evaluation and sale process and successfully completed the sale to a strategic buyer for a considerable premium while under very difficult circumstances. Second, I have the standing as a major shareholder, one of the Company’s largest, and thus can provide the important perspective of the Owners to the Board. And third, from our due diligence, I believe that other major shareholders are significantly frustrated with the Board and thus would view the addition of a significant shareholder to the Board and a to-be-formed strategic alternatives committee as a very positive development.

I sincerely hope that you all will draw the same conclusion as me, that my service on the Board would be greatly beneficial to all Shareholders, bringing experience, success and credibility to this situation. To that end, I would like to have a conference call with all of you following the quarterly earnings announcement this Thursday to work out the logistics. Please let me know what time works for you.

I look forward to your response.


	Sincerely,
	/s/ John D. Ziegelman

	John D. Ziegelman President CD Capital Management LLC