0001104659-07-080714.txt : 20071107 0001104659-07-080714.hdr.sgml : 20071107 20071107162154 ACCESSION NUMBER: 0001104659-07-080714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 GROUP MEMBERS: HOAK FUND MANAGEMENT, L.P. GROUP MEMBERS: JAMES M. HOAK GROUP MEMBERS: JAMES M. HOAK & CO. 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: 071221789 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: Hoak Public Equities, LP CENTRAL INDEX KEY: 0001360554 IRS NUMBER: 201356217 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 220 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-855-2290 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 220 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 a07-28767_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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) 855-2284

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

November 7, 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 §240.13d-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

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Hoak Public Equities, L.P. (20-1356217)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 273,924 shares

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 273,924 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 273,924 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.34%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 583185103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Hoak Fund Management, L.P. (20-1355992)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 273,924 shares

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 273,924 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 273,924 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.34%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 583185103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James M. Hoak & Co. (75-2574026)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 273,924 shares

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 273,924 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 273,924 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.34%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 583185103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James M. Hoak

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 273,924 shares

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 273,924 shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 273,924 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.34%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Amendment No. 1 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, by Hoak Public Equities, L.P., a Texas limited partnership (“HPE”), Hoak Fund Management, L.P. (“HFM”), a Texas limited partnership (HPE’s general partner), James M. Hoak & Co. (“Hoak & Co.”), a Texas corporation (HFM’s general partner) and James M. Hoak (Hoak & Co.’s controlling shareholder).
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
The Reporting Persons have sent a letter, dated November 7, 2007, to the members of the Board of Directors of the Company, a copy of which is set forth as Exhibit 99.1 to this Amendment.
Item 5.	Interest in Securities of the Issuer
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.	Material to Be Filed as Exhibits
Exhibit 99.1 Letter dated November 7, 2007

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.

Hoak Public Equities, L.P.
By Hoak Fund Management, L.P. (its general partner)
By James M. Hoak & Co. (its general partner)

By:	/s/ J. Hale Hoak
J. Hale Hoak
President


Hoak Fund Management, L.P.
By James M. Hoak & Co. (its general partner)

By:	/s/ J. Hale Hoak
J. Hale Hoak
President


James M. Hoak & Co.


By:	/s/ J. Hale Hoak
J. Hale Hoak
President


/s/ James M. Hoak
James M. Hoak (individually)


Dated: November 7, 2007

EX-99.1 2 a07-28767_1ex99d1.htm EX-99.1

Exhibit 99.1

Hoak Public Equities, L.P.

500 Crescent Court, Suite 230

Dallas, Texas 75201

November 7, 2007

Mr. Charles E. Cowan

Mr. Charles R. Norton

Mr. Don A. Patterson

Mr. Brad E. Larson

Mr. Kenneth D. Nelson

Meadow Valley Corporation

4602 E. Thomas Road

Phoenix, AZ 85020

Gentlemen:

As you are aware, Hoak Public Equities, L.P. is one of the largest shareholders of Meadow Valley Corporation (the “Company”) with beneficial ownership of over 5% of the common shares outstanding. We have been supportive, long-term shareholders. However, several questionable decisions by management and the Board of Directors (the “Board”) have caused us to become increasingly concerned that our interests may not be aligned with those responsible for corporate governance and capital allocation. Our due diligence, coupled with a recently filed 13D by CD Capital Management, LLC (“CD Capital”), confirms that we are not alone in our concerns.

We would like to communicate our support and agreement with all of the key issues CD Capital has highlighted in their 13D filed October 24, 2007. With respect to the recent 13D filed by Brad Larson, Kenneth Nelson and John Furman, collectively an entity called YVM Acquisition Corporation (“YVM”) formed to explore the acquisition of the Company, we strongly urge the Board to immediately form a Special Committee composed of independent directors to review any and all bids. In addition, the Special Committee should retain a nationally recognized investment bank to both review any acquisition proposal from YVM and, more importantly, to run a process to solicit other competitive bids that might result in a superior outcome for all shareholders. Given the fact that certain current officers and directors of the Company are also members of YVM, and none of the current members of management or the Board owns a significant amount of common stock of the Company, we are concerned about the independence of any such review. Therefore, it is imperative that you immediately appoint a significant outside shareholder to the Board who would also serve as a member of the Special Committee. We recommend the Company appoint John D. Ziegelman of CD Capital given his experience and demonstrated results with respect to this type of process as well as the history of being a long-term shareholder of the company.

We look forward to your prompt action which will instantly create credibility for the Special Committee charged with reviewing the fairness and appropriateness of proposals to acquire the Company. As always, we welcome members of management and/or the Board to contact us to discuss these matters in greater detail. Thank you for your consideration.

Sincerely,

/s/ CHARLES D. WARLTIER

Charles D. Warltier
Partner
Hoak & Co.

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Under the Securities Exchange Act of 1934
(Amendment No. 1)*