UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 803-5011
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(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
October 23, 2007
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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 6 PAGES
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CUSIP No. 583185103 SCHEDULE 13D/A 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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7. SOLE VOTING POWER
-0- (SEE ITEM 5)
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,700 (SEE ITEM 5)
OWNED BY -----------------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0- (SEE ITEM 5)
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
345,700 (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,700
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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)
6.7% OF COMMON STOCK(1)
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14. TYPE OF REPORTING PERSON
IA, OO
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(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.
PAGE 2 OF 6 PAGES
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CUSIP No. 583185103 SCHEDULE 13D/A 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)
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
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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7. SOLE VOTING POWER
-0- (SEE ITEM 5)
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 345,700 (SEE ITEM 5)
OWNED BY -----------------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0- (SEE ITEM 5)
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
345,700 (SEE ITEM 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,700
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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)
6.7% OF COMMON STOCK(1)
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14. TYPE OF REPORTING PERSON
IN
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(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.
PAGE 3 OF 6 PAGES
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. 2 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 (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. 2 was approximately
$456,281, 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 October 23, Mr. Ziegelman of CD Capital delivered to Charles E. Cowan,
Charles R. Norton and Don A. Patterson, the independent directors of the Issuer,
a letter, dated October 23, 2007 (the "October Letter"), a copy of which is
attached hereto as Exhibit 99.6 and which is incorporated by reference herein.
In the October Letter, Mr. Ziegelman expressed his disappointment with the
management of the Issuer's business, and the Reporting Persons' belief that the
Issuer should immediately be put up for sale in order to maximize long-term
shareholder value. Accordingly, Mr. Ziegelman, on behalf of the Reporting
Persons, has notified the Issuer's independent directors in the October Letter
that the Reporting Persons now demand that the Issuer's Board of Directors (the
"Board") hire an independent, nationally recognized investment banking firm to
asses all strategic alternatives, including a sale of the Issuer.
The Reporting Persons expressly reserve the right to propose other matters
identified in and related to the October Letter, and/or to propose or take
actions intended to effect the demands set forth in the October Letter. In
addition, the Reporting Persons expressly reserve the right to propose other
matters such as dispositions of non-core assets and/or other value maximizing
transactions with respect to all or parts of the Issuer, particularly following
receipt by the Board of advice from a qualified investment banking firm which
the Reporting Persons believe that the Board should immediately retain as noted
above. 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.
PAGE 4 OF 6 PAGES
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. 2, the aggregate number of shares
of Common Stock beneficially owned by the Reporting Persons increased to
345,700, representing approximately 6.7% 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.
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
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Mr. Ziegelman 345,700 6.7%
CD Capital 345,700 6.7%
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
Exhibit 99.6 Letter dated October 23, 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: October 23, 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 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)
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8/31/2007 (500) 13.1445 (6.572.25)
9/17/2007 (292) 12.6477 (3,693.13)
9/18/2007 1,392 12.6024 17,542.54
9/26/2007 2,000 11.8662 23,732.40
9/27/2007 100 12.0055 1,200.55
10/1/2007 993 11.9056 11,822.26
10/2/2007 479 11.2555 5,391.38
10/4/2007 2,050 11.6199 23,820.80
10/5/2007 1,500 11.9008 17,851.20
10/9/2007 4,500 12.3906 55,757.70
10/10/2007 4,300 11.7569 50,554.67
10/12/2007 (200) 11.8343 (2,366.86)
10/12/2007 (100) 11.8546 (1,185.46)
10/12/2007 2,198 11.9996 26,375.12
10/17/2007 10,177 12.0421 122,552.45
10/18/2007 1,500 11.9602 17,940.30
10/19/2007 2,400 11.7555 28,213.20
10/22/2007 2,004 11.7291 23,505.12
10/23/2007 2,495 12.0328 30,021.84
(1) Includes commissions but excludes other execution-related costs.
EXHIBIT INDEX
Exhibit 99.6 Letter dated October 23, 2007 from Mr. Ziegelman to the
independent directors of the Issuer.
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