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. )
Filed by the Registrant [_]
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Meadow Valley Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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Notes:
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 18, 2001
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 18, 2001, 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 20, 2001, 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, 2001
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 18, 2001
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 18, 2001, 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, 2001. 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. 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 20, 2001, 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 20, 2001, 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, 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 Percent of
Owned of Common
Record and Stock
Beneficially Owned
Name (1) (1)
- -------------------------------------------------------- ------------ ----------
Alan Terril (2) 144,689 3.7%
Kenneth D. Nelson (3) 115,114 3.0%
Estate of Paul R. Lewis (4) 218,689 5.6%
Bradley E. Larson (5) 130,038 3.4%
Charles E. Cowan (6) 20,167 .5%
Gary A. Agron (6) 20,167 .5%
Earle C. May (7) (8) 70,683 1.8%
Charles R. Norton (7) 8,333 .2%
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. 202,000 5.2%
Cyrus W. Spurlino (9) 47,800 1.2%
Silver State Materials Corp. (9) 512,300 13.2%
Greg J. Paulk 307,415 9.6%
All officers and directors as a group (8 persons) 727,880 18.8%
(1) Includes stock options exercisable within 60 days from the date hereof.
(2) Includes stock options to purchase 43,333 shares of Common Stock.
(3) Includes stock options to purchase 36,733 shares of Common Stock.
(4) Includes stock options to purchase 46,533 shares of Common Stock.
(5) Includes stock options to purchase 54,333 shares of Common Stock.
(6) Includes stock options to purchase 20,167 shares of Common Stock.
(7) Includes stock options to purchase 8,333 shares of Common Stock.
2
(8) 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.
(9) 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 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 2001. At
the Annual Meeting, the two Class C Directors are to be elected to three-year
terms expiring in 2004. The nominees for the Class C Directors are Messrs.
Larson and Norton, both of whom presently serve on the Board of Directors of the
Company.
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.
Name Positions and Offices with the Company
---- --------------------------------------
Nominees: Class C Directors - Term Expires in 2001:
- --------- -----------------------------------------
Bradley E. Larson President, Chief Executive Officer and Director
Charles R. Norton (1)(2) Director
Continuing Directors: Class B Directors - Term Expires in 2002:
- --------------------- -----------------------------------------
Gary A. Agron (1)(2) Director
Earle C. May (1)(2) Director
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
(1) Member of the Compensation Committee
(2) Member of the Audit Committee. The Audit Committee is composed of
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 annual 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 four
meetings during fiscal 2000.
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, 2000 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
March 15, 2001
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 46, 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 a Director of the Arizona Heavy Highway
Chapter of the Associated General Contractors.
Kenneth D. Nelson, age 43, 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 60, 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 56, 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 also 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 54, 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 83, 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 60, 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 30, was named Secretary, Treasurer, and 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, 2000, 1999 and 1998:
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 2000 $164,745 $ 0 0 0 0
President, Chief 1999 162,278 138,701(1) 0 7,000 0
Executive Officer and 1998 150,001 133,026(1) 0 7,000 0
Director
Paul R. Lewis 2000 132,318 0 0 0 0
Former Chief Operating 1999 125,976 108,234(1) 0 6,400 0
Officer and Director 1998 113,816 94,406(1) 0 6,400 0
Alan A. Terril
Chief Operating Officer, 2000 112,980 124,349(1) 0 0 0
Vice President, Manager 1999 110,054 142,746(1) 0 5,800 0
of Nevada Operations 1998 103,518 87,304(1) 0 5,800 0
and Director
Kenneth D. Nelson 2000 102,282 0 0 0 0
Chief Administrative 1999 100,425 84,224(1) 0 5,800 0
Officer and Director 1998 96,530 77,687(1) 0 5,800 0
(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, 2000, 1999 and 1998,
neither exceeded $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.
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 21, 2001, 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 20, 2001.
There were no options granted in the year ending December 31, 2000.
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
Earl 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 2,700 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 2000 and
presents the value of unexercised options held by the named executives at fiscal
year-end:
Number of Securities Value of Unxercised
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 54,333 / 4,667 $ 0 / 0
Paul R. Lewis 0 0 46,533 / 4,267 0 / 0
Alan A. Terril 0 0 43,333 / 3,867 0 / 0
Kenneth D. Nelson 0 0 36,733 / 3,867 0 / 0
Certain Transactions
Accrued Interest:
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 years ended
December 31, 1998 and 1999, the Company incurred and paid interest expense in
the amount of $243,322 and $13,698, respectively, related to the $10 million
promissory note payable to the Richard C. Lewis Family Revocable Trust I.
Note receivable:
In January 1998, Paul R. Lewis repaid a loan from the Company in the
amount of $257,575 originally extended to Mr. Lewis in December 1994.
Revenue:
During the year ended December 31, 2000 the Company provided
construction materials to various related parties in the amount of $26,556.
Included in accounts receivable at December 31, 2000 are amounts due from
related parties, in the amount of $15,132.
Equipment:
During the year ended December 31, 1998 the Company purchased equipment
used in the construction business from a related party in the amount of
$295,000.
Professional Services:
During the years ended December 31, 1998, 1999 and 2000, a related party
rendered professional services to the Company in the amounts of $10,904, $7,944
and $23,342. During the years ended December 31, 1998, 1999 and 2000, the
Company paid $5,000, $5,000 and $30,000 to outside members of the board of
directors.
9
Subcontractor/Supplier:
Various related parties provided materials and equipment used in the
Company's construction business during the years ended December 31, 1998, 1999
and 2000, in the amounts of $191,694, $65,441 and $535,694. Included in accounts
payable at December 31, 1999 and 2000 are amounts due to related parties, in the
amounts of $821 and $154,861, related to supplies.
Royalties:
During the years ended December 31, 1998, 1999 and 2000, the Company
paid various related parties mining royalties in the amounts of $186,949,
$182,061 and $328,310. Included in accounts payable at December 31, 1999 and
2000 are amounts due to related parties, in the amounts of $1,158 and $0,
related to royalties.
Commitments:
The Company leases office space in Moapa, Nevada on a month-to-month
basis, at a rental rate of $840 per month, from a related party of the Company.
The lease terms also require the Company to pay common area maintenance, taxes,
insurance and other costs. Rent expense under the lease for the year ended
December 31, 1998, 1999 and 2000 amount to $10,040, $10,080 and $10,080,
respectively.
The Company leased additional space for its prestressed concrete
operations on a month-to-month basis from a Company controlled by a principal
stockholder with monthly payments of $2,500. The lease terminated January 31,
1999 under the plan to discontinued operations of PPI. Rent expense under the
lease for the year ended December 31, 1998 amounted to $42,369.
Relationship with Independent Public Accountants
BDO Seidman, LLP, independent accountants, has served as the independent
accountants of the Company since 1994. 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 2000 annual audit and review of
interim financial statements were $70,000. Fees for all other professional
services rendered by BDO Seidman, LLP during the year ended December 31, 2000
totaled $10,000 and were related to procedures performed in connection with our
Form S-3 filed with the Securities and Exchange Commission during fiscal year
end 2000.
10
PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG MEADOW VALLEY CORPORATION,
THE NASDAQ STOCK MARKET MARKET (U.S.) INDEX
AND THE DOW JONES HEAVY CONSTRUCTION INDEX
[GRAPH APPEARS HERE]
--[_]-- MEADOW VALLEY CORPORATION
---*--- NASDAQ STOCK MARKET (U.S.)
---.--- DOW JONES HEAVY CONSTRUCTION
* $100 INVESTED ON 12/31/95 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 Heavy Construction Index
Measurement Period Meadow Valley Nasdaq Stock Dow Jones
(Fiscal Year Ending) Corporation Market (U.S.) Index Heavy Construction Index
- ---------------------------------------------------------------------------------------
FYE 12/95 $ 100 $ 100 $ 100
FYE 12/96 $ 82 $ 123 $ 96
FYE 12/97 $ 117 $ 151 $ 72
FYE 12/98 $ 92 $ 213 $ 86
FYE 12/99 $ 69 $ 395 $ 93
FYE 12/00 $ 57 $ 238 $ 108
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, 2001. The proponent
must be a record or beneficial shareholder entitled to vote at the next 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, 2001
12
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MEADOW VALLEY CORPORATION
TO BE HELD JUNE 18, 2001
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
20, 2001, at the Annual Meeting of Shareholders to be held June 18, 2001, 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: Bradley E. Larson; Charles R. Norton
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: ________