- Amended Statement of Beneficial Ownership (SC 13D/A)
04 December 2008 - 5:27AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under
the Securities Exchange Act of 1934
(Amendment No. 2)
Meadow Valley Corporation
(Name
of Issuer)
Common Stock, par value $.001
(Title
of Class of Securities)
(CUSIP
Number)
Hoak Public Equities, L.P.
500 Crescent Court, Suite 230
Dallas, Texas 75201
Attention: J. Hale Hoak or Charles D. Warltier
(214) 855-2290
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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.
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CUSIP
No.
583185103
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1.
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Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
Hoak Public Equities, L.P.
(20-1356217)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
285,000 shares
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
285,000 shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
285,000 shares
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
5.5%
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14.
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Type
of Reporting Person (See Instructions)
PN
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2
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CUSIP
No.
583185103
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1.
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Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
Hoak Fund Management, L.P.
(20-1355992)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
285,000 shares
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
285,000 shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
285,000 shares
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
5.5%
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14.
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Type
of Reporting Person (See Instructions)
PN
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3
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CUSIP
No.
583185103
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1.
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Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
James M. Hoak & Co.
(75-2574026)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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|
|
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Texas
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|
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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|
|
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8.
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Shared
Voting Power
285,000 shares
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|
|
|
9.
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Sole
Dispositive Power
0
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|
|
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10.
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Shared Dispositive Power
285,000 shares
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|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
285,000 shares
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|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
|
|
13.
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Percent
of Class Represented by Amount in Row (11)
5.5%
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14.
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Type
of Reporting Person (See Instructions)
CO
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4
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CUSIP
No.
583185103
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1.
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Name of Reporting Person,
I.R.S. Identification No. of Above Person (Entities Only)
James M. Hoak
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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|
|
|
(a)
|
o
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|
|
|
(b)
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x
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|
|
|
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3.
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SEC
Use Only
|
|
|
|
|
4.
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Source
of Funds (See Instructions)
AF
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|
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|
|
|
|
6.
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Citizenship or Place of
Organization
Texas
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|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole
Voting Power
0
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|
|
|
8.
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Shared
Voting Power
285,000 shares
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|
|
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
285,000 shares
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|
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
285,000 shares
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|
|
|
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
|
|
13.
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Percent
of Class Represented by Amount in Row (11)
5.5%
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14.
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Type
of Reporting Person (See Instructions)
IN
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5
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Item 1.
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Security and Issuer
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This Amendment No. 2 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, and
Amendment No. 1 thereto, dated November 7, 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).
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Item 4.
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Purpose of Transaction
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The Reporting Persons have
sent a letter, dated December 3, 2008, to the Chairman of the Special
Committee of the Board of Directors of the Company, a copy of which is set
forth as Exhibit 99.1 to this Amendment.
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Item 5.
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Interest in Securities of the
Issuer
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(a)
As of December 3, 2008, the Reporting
Persons beneficially owned 285,000 shares of Common Stock, representing
approximately 5.5% of the shares of Common Stock outstanding based upon the
5,180,654 shares of Common Stock reported by the Issuer to be outstanding as
of November 6, 2008 in the Issuer’s Quarterly Report on Form 10-Q for its
fiscal quarter ended September 30, 2008 filed with the Securities and
Exchange Commission (the “Commission”) on November 14, 2008.
(b)
HPE, HFM, Hoak & Co. and James M. Hoak
have shared power to vote or to direct the vote, shared power to dispose or
to direct the disposition of 285,000 shares of Common Stock.
(c)
Set forth below is a listing of all
transactions in the Issuer’s Common Stock in the last 60 days by the
Reporting Persons (all of which were open market purchases):
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Date
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No of Shs.
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Price/Sh.
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10/09/2008
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100
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8.91
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10/23/2008
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2000
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8.00
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10/27/2008
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6200
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7.2945
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11/12/2008
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4200
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9.6583
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11/25/2008
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1166
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9.7313
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11/26/2008
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334
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9.97
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12/02/2008
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1000
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6.50
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12/02/2008
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15000
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6.3614
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12/02/2008
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10000
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6.3614
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(d)
Inapplicable.
(e)
Inapplicable.
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Item 7.
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Material to be Filed as
Exhibits
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Exhibit 99.1
Letter dated December 3, 2008
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6
Signature
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
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Hoak Public Equities, L.P.
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By Hoak Fund Management, L.P. (its general partner)
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By James M. Hoak & Co. (its general partner)
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By:
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/s/ J. Hale Hoak
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J. Hale Hoak
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President
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Hoak Fund Management, L.P.
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By James M. Hoak & Co. (its general partner)
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By:
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/s/ J. Hale Hoak
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J. Hale Hoak
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President
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James M. Hoak & Co.
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By:
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/s/ J. Hale Hoak
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J. Hale Hoak
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President
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/s/ James M. Hoak
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James M. Hoak (individually)
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Dated: December 3, 2008
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7
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