UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Meadow Valley Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
MEADOW VALLEY CORPORATION
4411 South 40th Street, Suite D-11
Phoenix, Arizona 85040
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 17, 2002
To the shareholders of Meadow Valley Corporation:
The Annual Meeting of the shareholders of Meadow Valley Corporation (the
"Company") will be held at the Company's executive offices, 4411 South 40th
Street, Suite D-11, Phoenix, Arizona, at 11:00 a.m. on June 17, 2002, or at any
adjournment or postponement thereof, for the following purposes:
1. To elect two directors of the Company.
2. To transact such other business as may properly come before
the meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of
business on April 22, 2002, will be entitled to notice of and to vote at such
meeting or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bradley E. Larson
----------------------------------
Bradley E. Larson
Chief Executive Officer
May 1, 2002
PROXY STATEMENT
MEADOW VALLEY CORPORATION
4411 South 40th Street, Suite D-11
Phoenix, Arizona 85040
Telephone: (602) 437-5400
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 17, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Meadow Valley Corporation (the "Company"),
a Nevada corporation, of $.001 par value Common Stock ("Common Stock") to be
voted at the Annual Meeting of Shareholders of the Company ("Annual Meeting") to
be held at 11:00 a.m. on June 17, 2002, or at any adjournment or postponement
thereof. The Company anticipates that this Proxy Statement and the accompanying
form of proxy will be first mailed or given to all shareholders of the Company
on or about May 1, 2002. The shares represented by all proxies that are properly
executed and submitted will be voted at the meeting in accordance with the
instructions indicated thereon. Unless otherwise directed, votes will be cast
for the election of the nominees for directors hereinafter named. After a quorum
is declared, the holders of a majority of the shares represented at the Annual
Meeting in person or by proxy will be required to approve any proposed matters.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out-of-pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on April 22, 2002, has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 3,559,938 shares of Common
Stock, each share of which entitles the holder thereof to one vote on each
matter which may come before the Annual Meeting. Cumulative voting for directors
is not permitted.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting.
1
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the holdings of
Common Stock by each person who, as of April 22, 2002, holds of record or is
known by the Company to hold beneficially or of record, more than 5% of the
Company's Common Stock, by each director, named executive officer, and by all
directors and executive officers as a group.
All shares are owned beneficially and of record. The address of all persons
is in care of the Company at 4411 South 40th Street, Suite D-11, Phoenix,
Arizona 85040.
Number of Shares
of Common Stock
Owned of Record Percent of
and Beneficially Common Stock
Name (1) Owned (1)
- ----------------------------------------------------- ---------------- ------------
Alan Terril (2) 153,290 4.0%
Kenneth D. Nelson (3) 120,850 3.1%
Bradley E. Larson (4) 122,939 3.2%
Charles E. Cowan (5) 24,333 .6%
Gary A. Agron (5) 24,333 .6%
Earle C. May (6) (7) 78,183 2.0%
Charles R. Norton (6) 15,833 .4%
Kim A. Lewis, Trustee of Richard C. Lewis GST Marital 500,000 12.9%
Sub Trust and Kim A. Lewis Survivor's Trust
Heartland Advisors, Inc. 211,600 5.5%
Cyrus W. Spurlino (8) 47,800 1.2%
Silver State Materials Corp. (8) 512,300 13.2%
Greg J. Paulk 307,415 7.9%
All officers and directors as a group (8 persons) 549,937 14.2%
(1) Includes stock options exercisable within 60 days from the date hereof.
(2) Includes stock options to purchase 51,934 shares of Common Stock.
(3) Includes stock options to purchase 45,334 shares of Common Stock.
(4) Includes stock options to purchase 63,334 shares of Common Stock.
(5) Includes stock options to purchase 24,333 shares of Common Stock.
(6) Includes stock options to purchase 15,833 shares of Common Stock.
2
(7) Includes 11,000 shares of Common Stock and 51,350 common stock purchase
warrants held by May Management, Inc., an investment management firm
controlled by Mr. May.
(8) If these persons are deemed to constitute a group, the 560,100 shares of
Common Stock held by these persons would represent approximately 14.4% of
the total number of outstanding shares of the Company's Common Stock.
Although Silver State Materials Corp. disclaims beneficial ownership of the
shares of the Company's Common Stock held by Mr. Spurlino, Mr. Spurlino will
be deemed to beneficially own the shares of the Company's Common Stock held
by Silver State Materials Corp. since Mr. Spurlino serves as Chairman and
Treasurer of Silver State Materials Corp.
ELECTION OF DIRECTORS
The Company's By-Laws provide for directors with staggered terms of office,
to be divided as equally as possible. Nominees of each class of directors serve
for terms of three years (unless a nominee is changing to a different class) and
until election and qualification of their successors or until their resignation,
death, disqualification or removal from office. Directors not employed by the
Company receive $7,500 per year for attending Board of Directors' meetings and
are reimbursed for out-of-pocket expenses. The Board of Directors held four
regularly scheduled meetings during the last full fiscal year and two telephonic
meetings. No director attended less than 75% of the aggregate of such meetings
and meetings held by committees of the Board on which he served.
The Board of Directors currently consists of seven members, including three
Class A Directors whose terms expire in 2003, two Class B Directors whose terms
expire in 2002 and two Class C Directors whose terms expire in 2004. At the
Annual Meeting, the two Class B Directors are to be elected to three-year terms
expiring in 2005. The nominees for the Class B Directors are Messrs. Agron and
May, both of whom presently serve on the Board of Directors of the Company. A
majority of shares voted in person or by proxy is required to elect each nominee
for director.
Cumulative voting is not permitted for the election of directors. In the
absence of instructions to the contrary, the person named in the accompanying
proxy will vote in favor of the election of each of the persons named below as
the Company's nominees for directors of the Company. Each of the nominees has
consented to be named herein and to serve if elected. It is not anticipated that
any nominee will become unable or unwilling to accept nomination or election,
but if such should occur, the person named in the proxy intends to vote for the
election in his stead of such person as the Board of Directors of the Company
may recommend. Members of the Company's Audit Committee and Compensation
Committee are footnoted below.
Name Positions and Offices with the Company
---- --------------------------------------
Nominees: Class B Directors - Term Expires in 2002:
- --------- -----------------------------------------
Gary A. Agron (1)(2) Director
Earle C. May (1)(2) Director
Continuing Directors: Class A Directors - Term Expires in 2003:
- --------------------- -----------------------------------------
Charles E. Cowan (1)(2) Director
Kenneth D. Nelson Chief Administrative Officer, Vice President and
Director
Alan A. Terril Chief Operating Officer, Vice President and
Director
3
Class C Directors - Term Expires in 2004:
-----------------------------------------
Bradley E. Larson President, Chief Executive Officer and Director
Charles R. Norton (1)(2) Director
(1) Member of the Compensation Committee
(2) Member of the Audit Committee. The Audit Committee is composed of only
independent directors for which information regarding the functions
performed by the Committee, its membership, and the number of meetings held
during the fiscal year, is set forth in the "Report of the Audit
Committee," included in this Proxy Statement. A written charter, approved
by the Board of Directors, governs the Audit Committee. A copy of the
Audit Committee Charter was attached to the Company's May 1, 2000 Proxy
Statement.
Report of the Audit Committee
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors the auditors' independence from management and the
Company including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of nonaudit
services with the auditors' independence.
The Committee discussed with the Company's independent auditors the overall
scope and plans for their audit. The Committee meets with the independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Committee held two
meetings during fiscal 2001.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual report on Form 10-K for
the year ended December 31, 2001 for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended and approved the
selection of the Company's independent auditors.
Gary A. Agron, Audit Committee Chair
Charles E. Cowan, Audit Committee Member
Earle C. May, Audit Committee Member
Charles R. Norton, Audit Committee Member
Dated: March 25, 2002
4
Background
The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:
Bradley E. Larson, age 47, has been a director of the Company since 1994
and was appointed President in July 1995 and Chief Executive Officer in
November 1995. Mr. Larson was employed by Tanner Companies from 1976 until
December 1994. He was Division President of the Western Arizona region for
Tanner from 1984 to 1988, Vice President of Operations from 1988 to 1989 and
President of Tanner's Construction Division from 1989 until he joined the
Company as its Chief Operating Officer in December 1994. Mr. Larson earned a
BSE degree in Industrial Engineering from Arizona State University in 1979. He
has been active in several construction industry associations and is past
Chairman and Director of The Arizona Rock Products Association and currently
serves as a Director of the Arizona Heavy Highway Chapter of the Associated
General Contractors.
Kenneth D. Nelson, age 44, has been a director of the Company since 1993
and has been involved in the financial reporting and operations management areas
of the construction industry since 1982. He joined the Company in April 1989,
became Vice President of Finance in February 1992 and Vice President and Chief
Administrative Officer in April 1996. From August 1986 until April 1989, he was
operations manager for Builders Unlimited, a construction firm based in Phoenix,
Arizona. Mr. Nelson earned a Bachelors of Science Degree in Business
Administration from Arizona State University in 1984.
Alan A. Terril, age 61, joined the Company in May 1992, became its Vice
President - Nevada Operations in October 1993 and its Chief Operating Officer in
March 2001. From February 1979 until April 1992, he was general superintendent,
responsible for on site construction management, for Ron Lewis Construction
Company, a heavy construction firm owned and operated by Paul R. Lewis, a former
officer and director of the Company.
Gary A. Agron, age 57, has been a director since November 1995. He has been
engaged in the private practice of securities law since 1977, with emphasis on
representation of issuers and brokers-dealers in public offerings and private
placements of equity securities. He has been a director of Xedar Corporation, a
publicly held Colorado-based technology design firm, since 1973, and a director
of Vov Enterprises, Inc. and Zedik Enterprises, Inc., inactive Colorado-based
reporting companies, since 1996. Mr. Agron earned a Bachelor of Arts degree and
a Juris Doctorate degree from the University of Colorado.
Charles E. Cowan, age 55, has been a director since November 1995. Since
1993 he has been President of Charles Cowan & Associates, Ltd. and has an
extensive background in government and heavy construction industry consulting.
From 1991 to 1993 he held CEO positions in Arizona's Department of
Transportation and Department of Economic Security, and served with the U.S.
Corps of Engineers for 25 years. He graduated with a Bachelor of Economics
Degree from St. Martin's College in Olympia, Washington, and a Master's Degree
in Public Administration from the University of Missouri at Kansas City,
Missouri.
Earle C. May, age 84, has been a director since March 1999. Since 1969, Mr.
May has been Chairman and Chief Executive Officer of May Management Inc., an
investment management firm. He earned a Bachelor of Arts degree and Master of
Arts degree from the University of Wisconsin and Master of Science degree from
the United States Naval Academy. He is a director of Roses Holdings, Inc., a
publicly held company.
5
Charles R. Norton, age 61, has been a director since March 1999. Since
1963, Mr. Norton has been involved in the highway construction industry as
construction foreman, subcontractor, general manager and vice president. He
graduated with a Bachelor of Science degree from Brigham Young University in
1968. From 1968 to 1972, he was General Manager of Quaker Empire Construction in
Wilkes-Barre, Pennsylvania. From 1972 to 1992, Mr. Norton was Sales Manager,
General Manager and Vice President of Syro Steel Company, headquartered in
Girard, Ohio. Since 1992, Mr. Norton has been Vice President of Trinity
Industries which purchased Syro in 1972.
Nicole R. Smith, age 31, was named Secretary, Treasurer, Principal
Accounting Officer and has also served as Controller since July 2000. She joined
the Company in November 1995, and worked as assistant controller for the Company
until July 2000. She was a senior auditor from 1993 to 1995 with a Phoenix,
Arizona based public accounting firm. She received her Bachelor of Science
degree with a major in accounting from Bemidji State University in Minnesota in
1993.
Executive Compensation
The following table sets forth certain information concerning compensation
paid to the Company's executive officers whose salaries exceed $100,000 for the
years ended December 31, 2001, 2000 and 1999:
Summary Compensation Table
--------------------------
Annual Compensation Long-Term Compensation:
Name and Other Annual Awards All Other
Principal Position Year Salary Bonus Compensation Options Compensation
- ------------------ ---- ------ ----- ------------ ------- ------------
Bradley E. Larson 2001 $164,105 $ 0 0 20,000 0
President, Chief 2000 164,745 0 0 0 0
Executive Officer and 1999 162,278 138,701(1) 0 7,000 0
Director
Alan A. Terril
Chief Operating Officer, 2001 124,540 9,369(2) 0 20,000 0
Vice President, Manager 2000 112,980 124,349(2) 0 0 0
of Nevada Operations 1999 110,054 142,746(2) 0 5,800 0
and Director
Kenneth D. Nelson 2001 101,535 0 0 20,000 0
Chief Administrative 2000 102,282 0 0 0 0
Officer, Vice 1999 100,425 84,224(1) 0 5,800 0
President and Director
(1) Bonus amounts reflect payments made under the Company's bonus plan for
executive officers. Management believes that the value of any other benefits
to any officer during the years ended December 31, 2001, 2000 and 1999,
neither exceeded $50,000 nor fell within a category requiring inclusion.
(2) Bonus amounts reflect payments made under the Company's incentive
compensation plan for project and operations management. Management believes
that the value of any other benefits to any officer during the years ended
December 31, 2001, 2000 and 1999, neither exceed $50,000 nor fell within a
category requiring inclusion.
In March 1999, Mr. Larson signed a five-year employment agreement providing
for an annual base salary of $162,750. In October 1997, Messrs. Terril and
Nelson signed five-year employment agreements providing for annual base salaries
of $100,000 and $95,000, respectively. Current annual salaries for these
executive officers exceed the above base salary amounts.
6
Executive Compensation Bonus Plans
Pursuant to plans adopted in 1996, the Company's executive officers are
eligible for cash bonuses based upon the Company's profitability. See "Executive
Compensation" above.
Stock Option Plan
In November 1994 the Company adopted a Stock Option Plan (the "1994 Plan")
which provides for the grant of options intended to qualify as "incentive stock
options" and "nonstatutory stock options" within the meaning of Section 422A of
the United States Internal Revenue Code of 1986 (the "Code"). Incentive stock
options are issuable only to eligible officers, employee directors, and key
employees of the Company. Nonstatutory stock options are issuable only to non-
employee directors and consultants of the Company.
The 1994 Plan is administered by the Compensation Committee of the Board of
Directors which is comprised of non-employee directors. At December 31, 1999,
the Company had 1,200,000 shares of Common Stock reserved for issuance under the
1994 Plan. Under the 1994 Plan, the Board of Directors determines which
individuals shall receive options, the time period during which the options may
be partially or fully exercised, the number of shares of Common Stock that may
be purchased under each option and the option price.
The per share exercise price of the Common Stock may not be less than the
fair market value of the Common Stock on the date the option is granted. No
person who owns, directly or indirectly, at the time of the granting of an
incentive stock option, more than 10% of the total combined voting power of all
classes of stock of the Company is eligible to receive incentive stock options
under the 1994 Plan unless the option price is at least 110% of the fair market
value of the Common Stock subject to the option on the date of grant. The option
price for Nonstatutory Options shall be established by the Board of Directors
and shall not be less than 100% of the fair market value of the Common Stock
subject to the option on the date of grant.
No options may be transferred by an optionee other than by will or the laws
of descent and distribution, and during the lifetime of an optionee, the option
may only be exercisable by the optionee. Options may be exercised only if the
option holder remains continuously associated with the Company from the date of
grant to the date of exercise, unless extended under the Plan grant. Options
under the 1994 Plan must be granted within 10 years from the effective date of
the 1994 Plan and the exercise date of an option cannot be later than 10 years
from the date of grant. Any options that expire unexercised or that terminate
upon an optionee's ceasing to be employed by the Company become available once
again for issuance. Shares issued upon exercise of an option will rank equally
with other shares then outstanding.
As of April 22, 2002, options had been granted under the 1994 Plan to
officers, directors, employees and consultants at an exercise price ranging from
$2.4375 per share to $6.25 per share. The exercise prices represented the fair
market value of the Company's Common Stock at the date such options were
granted. Thirty-three percent of the options indicated in the table below are
exercisable after one year of continuous service to the Company, sixty-six
percent following two years of continuous service to the Company and one hundred
percent after three years of continuous service to the Company.
7
Option Grants in Prior Fiscal Years
The table below sets forth the total number of options issued to each
current executive officer and director of the Company through April 22, 2002.
Number of Options Exercise Expiration
Granted: Price: Date:
-------------------------------------------------------
Bradley E. Larson 20,000 $6.25 11/13/05
25,000 4.38 12/16/06
7,000 5.88 04/16/08
7,000 3.88 10/21/09
20,000 2.44 03/08/11
Kenneth D. Nelson 14,000 6.25 11/13/05
15,000 4.38 12/16/06
5,800 5.88 04/16/08
5,800 3.88 10/21/09
20,000 2.44 03/08/11
Alan A. Terril 15,600 6.25 11/13/05
20,000 4.38 12/16/06
5,800 5.88 04/16/08
5,800 3.88 10/21/09
20,000 2.44 03/08/11
Gary A. Agron 10,000 6.25 11/13/05
7,500 4.38 12/16/06
1,000 5.88 04/16/08
5,000 4.00 08/13/09
7,500 2.44 03/08/11
Charles E. Cowan 10,000 6.25 11/13/05
7,500 4.38 12/16/06
1,000 5.88 04/16/08
5,000 4.00 08/13/09
7,500 2.44 03/08/11
Earle C. May 10,000 4.56 03/01/99
5,000 4.00 08/13/09
7,500 2.44 03/08/11
Charles R. Norton 10,000 4.56 03/01/99
5,000 4.00 08/13/09
7,500 2.44 03/08/11
Nicole R. Smith 2,750 6.25 11/13/05
1,000 4.38 12/16/06
1,800 5.88 04/16/08
1,800 3.88 10/21/09
8,300 2.44 03/08/11
8
Aggregated Options in Last Fiscal Year and Fiscal Year-End Option Values
The following table summarizes options exercised during 2001 and presents
the value of unexercised options held by the named executives at fiscal year-
end:
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options Options
Acquired Value at Fiscal Year-End at Fiscal Year-End
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------------------------------------------------------------------------------------------
Bradley E. Larson 0 $ 0 63,334 / 15,666 $ 0 / 0
Alan A. Terril 0 0 51,934 / 15,266 0 / 0
Kenneth D. Nelson 0 0 45,334 / 15,266 0 / 0
Certain Transactions
The Company was incorporated in Nevada on September 15, 1994. Effective
October 1, 1994, following the death of the founder and sole stockholder of
Meadow Valley Contractors, Inc. ("MVC"), the Company purchased all of the
outstanding Common Stock of MVC for $11.5 million comprised of (i) a $10 million
promissory note payable to the Richard C. Lewis Family Revocable Trust I, which
was paid in full by January 1999 and (ii) a promissory note payable to the
Richard C. Lewis Family Revocable Trust I valued at $1.5 million which was paid
in full in 1995 through the issuance of 500,000 restricted shares of the
Company's Common Stock valued at $3.00 per share. During the year ended December
31, 1999, the Company incurred and paid interest expense in the amount of
$13,698 related to the $10 million promissory note payable to the Richard C.
Lewis Family Revocable Trust I.
During the years ended December 31, 2001 and 2000, the Company provided
construction materials to a Leavitt Ready Mix, a company owned by a sister of a
former officer and director of the Company, in the amounts of $67,361 and
$12,321, respectively. Included in accounts receivable at December 31, 2001 and
2000 are amounts due from Leavitt Ready Mix in the amounts of $1,802 and $6,774.
Leavitt Ready Mix provided materials and equipment used in the Company's
business during the years ended December 31, 2001, 2000 and 1999, in the amounts
of $169,104, 248,722 and $33,922, respectively. Included in accounts payable at
December 31, 2001, 2000 and 1999 are amounts due to Leavitt Ready Mix, in the
amounts of $0, $111,343 and $821, respectively, related to supplies.
During the years ended December 31, 2001 and 2000, the Company provided
construction materials to LAM Contracting, LLC, a company in which Meadow Valley
Corporation has a 49% membership interest and Louis Anthony Mayorga has the
remaining 51% membership interest, in the amounts of $40,751 and $14,235,
respectively. Included in accounts receivable at December 31, 2001 and 2000 are
amounts due from LAM Contracting, LLC of $25,535 and $8,358, respectively. LAM
Contracting, LLC provided materials and equipment used in the Company's business
during the years ended December 31, 2001 and 2000, in the amounts of $774,513
and $28,571, respectively. Included in accounts payable at December 31, 2001 and
2000 are amounts due to LAM Contracting, LLC of $181,598 and $0, respectively.
9
Wiser Construction, LLC, for which Paul R. Lewis, an executive officer and
director of the Company up until his death in February 2001, was an executive
officer and member, provided materials and equipment used in the Company's
business during the years ended December 31, 2001, 2000 and 1999, in the amounts
of $3,116,527, $255,976 and $27,619, respectively. Included in accounts payable
at December 31, 2001 and 2000 are amounts due to Wiser Construction, LLC of
$847,673 and $33,306, respectively. During the years ended December 31, 2000 and
1999, the Company paid mining royalty in the amounts of $33,020 and $3,003 to
Wiser Construction, LLC.
During the years ended December 31, 2001, 2000 and 1999, the Company paid
the Lewis Family Trust or Paul R. Lewis mining royalties in the amounts of
$390,144, $293,154 and $115,362, respectively. Included in accrued liabilities
related to royalties at December 31, 2001 was an amount of $30,464 payable to
the Lewis Family Trust and for the year ending December 31, 2000 an amount due
to Paul R. Lewis in the amount of $49,983. The Lewis Family Trust or Paul R.
Lewis provided materials used in the Company's business during the years ended
December 31, 2001 and 2000 in the amounts of $2,164 and $2,027, respectively.
During the years ended December 31, 2001, 2000 and 1999, Gary A. Agron, a
director of the Company, rendered legal services to the Company in the amounts
of $14,573, $23,342 and $7,944, respectively. Included in accounts payable at
December 31, 2001 is an amount of $7,380 due to Gary A. Agron. During the years
ended December 31, 2001, 2000 and 1999, the Company paid $30,000, $30,000 and
$5,000, respectively, to outside members of the board of directors to act as
board members.
The Company leased office space in Moapa, Nevada on a month-to-month basis,
at a rental rate of $840 per month, from Moapa Developers, a company owned Ron
R. Lewis. The lease terms also require the Company to pay common area
maintenance, taxes, insurance and other costs. Rent expense under the lease for
the years ended December 31, 2001, 2000 and 1999 amount to $9,240, $10,080 and
$10,080, respectively.
Independent Accountants; Audit and Fees
BDO Seidman, LLP, independent accountants, has served as the independent
accountants of the Company since 1994 and has been selected to serve as the
Company's independent accountants for the current year. It is the Company's
understanding that this firm is obligated to maintain audit independence as
prescribed by the accounting profession and certain requirements of the
Securities and Exchange Commission. BDO Seidman, LLP fees for our 2001 annual
audit and review of interim financial statements were $89,050. Fees for all
other professional services rendered by BDO Seidman, LLP, during the year ended
December 31, 2001 totaled approximately $5,000 and were related to tax services
performed in connection with Ready Mix, Inc., a wholly owned subsidiary of the
Company. No fees were billed for financial information systems design and
implementation services. The Audit Committee has concluded that the provision of
services by BDO Seidman, LLP is compatible with maintaining its independence. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting, will not make a statement but will respond to appropriate questions.
10
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG MEADOW VALLEY CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE DOW JONES US HEAVY CONSTRUCTION INDEX
[GRAPH APPEARS HERE]
--[_]-- MEADOW VALLEY CORPORATION
---*--- NASDAQ STOCK MARKET (U.S.)
---.--- DOW JONES HEAVY CONSTRUCTION
* $100 INVESTED ON 12/31/96 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
Comparison of 5 Year Cumulative Total Return
Among Meadow Valley Corporation, the NASDAQ Stock Market (U.S.) Index
and the Dow Jones US Heavy Construction Index
Measurement Period Meadow Valley Nasdaq Stock Dow Jones US
(Fiscal Year Ending) Corporation Market (U.S.) Index Heavy Construction Index
- -------------------------- --------------- ----------------------- ----------------------------
FYE 12/96 100.00 100.00 100.00
FYE 12/97 142.03 122.48 75.12
FYE 12/98 111.59 172.68 89.82
FYE 12/99 84.06 320.89 96.33
FYE 12/00 69.57 193.01 112.81
FYE 12/01 45.22 153.15 118.48
Source of chart by Research Data Group, Inc.
11
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT THE NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to December 31, 2002. The proponent
must be a record or beneficial shareholder entitled to vote at the Annual
Meeting of shareholders on the proposal and must continue to own the securities
through the date on which the meeting is held.
OTHER BUSINESS
Management of the Company is not aware of any other matters, which are to
be presented at the Annual Meeting, nor has it been advised that other persons
will present any other proposals. However, if other matters properly come before
the Annual Meeting, the individual named in the accompanying proxy shall vote on
such matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
/s/ Bradley E. Larson
---------------------------------
Bradley E. Larson
Chief Executive Officer
May 1, 2002
12
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MEADOW VALLEY CORPORATION
TO BE HELD JUNE 17, 2002
The undersigned hereby appoints Bradley E. Larson as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Meadow Valley Corporation held of record by the undersigned on April
22, 2002, at the Annual Meeting of Shareholders to be held June 17, 2002, or any
adjournment or postponement thereof.
1. ELECTION OF DIRECTORS:
----------------------
_____ FOR the election as a director or all nominees listed below
(except as marked to the contrary below).
_____ WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: Gary A. Agron; Earle C. May
INSTRUCTIONS: To withhold authority to vote for individual nominees, write
their names in the space provided:
_______________________________ ________________________________
2. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Annual Meeting, or any adjournment or
postponement thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THIS SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 ABOVE.
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
______________________________ _______________________________
Date Signature
_______________________________
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY BY FOLDING THIS
CARD IN HALF, SEAL WITH THE MAILING ADDRESS SHOWING, ATTACH CORRECT POSTAGE AND
MAIL.
PLEASE CHECK IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING: ________