sc13dza

0000950123-08-016971.txt : 20081205 0000950123-08-016971.hdr.sgml : 20081205 20081205060448 ACCESSION NUMBER: 0000950123-08-016971 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 GROUP MEMBERS: JOHN D. ZIEGELMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEADOW VALLEY CORP CENTRAL INDEX KEY: 0000934749 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 880328443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48695 FILM NUMBER: 081231032 BUSINESS ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 6024375400 MAIL ADDRESS: STREET 1: 4602 E. THOMAS ROAD CITY: PHOENIX STATE: AZ ZIP: 85018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARPE DIEM CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001271084 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE STREET 2: SUITE 3950 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3128035010 MAIL ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE STREET 2: SUITE 3950 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CD CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20031121 SC 13D/A 1 c48079bsc13dza.htm FORM SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

MEADOW VALLEY CORPORATION

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

583185103

(CUSIP Number of Class of Securities)

Carpe Diem Capital Management LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 803-5010

(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

December 4, 2008

(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. o

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).


CUSIP No.		583185103	SCHEDULE 13D/A	Page		2		of		9 Pages

NAME OF REPORTING PERSON:

Carpe Diem Capital Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

0 (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

378,588 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (see Item 5)

WITH

SHARED DISPOSITIVE POWER

378,588 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

378,588

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3% OF COMMON STOCK⁽¹⁾

TYPE OF REPORTING PERSON

IA, OO

(1) Based on 5,180,654 shares of Common Stock of Meadow Valley Corporation outstanding on November 6, 2008, as reported in the Form 10-Q for the quarterly period ended September 30, 2008 filed by the Issuer on November 14, 2008.


CUSIP No.		583185103	SCHEDULE 13D/A	Page		3		of		9 Pages

NAME OF REPORTING PERSON:

John D. Ziegelman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

0 (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

378,588 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

0 (see Item 5)

WITH

SHARED DISPOSITIVE POWER

378,588 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

378,588

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3% OF COMMON STOCK⁽¹⁾

TYPE OF REPORTING PERSON

SCHEDULE 13D/A

Carpe Diem Capital Management LLC, a Delaware limited liability company f/k/a CD Capital Management LLC (‘‘CD Capital’’), and John D. Ziegelman (‘‘Mr. Ziegelman,’’ and collectively with CD Capital, the ‘‘Reporting Persons’’), are jointly filing this Amendment No. 9 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, Amendment No. 2 thereto filed with the Commission on October 24, 2007, Amendment No. 3 thereto filed with the Commission on October 24, 2007, Amendment No. 4 thereto filed with the Commission on November 6, 2007, Amendment No. 5 thereto filed with the Commission on December 21, 2007, Amendment No. 6 thereto filed with the Commission on December 28, 2007, Amendment No. 7 thereto filed with the Commission on April 11, 2008 and Amendment No. 8 thereto filed with the Commission on October 14, 2008 (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 for updating as of the date hereof:

Schedule A to this Amendment No. 9 to the Schedule 13D reflects all transactions in securities of the Issuer that have been made since the filing of Amendment No. 8 to the Schedule 13D. All purchases and sales of Common Stock reflected on Schedule A to this Amendment No. 9 to the Schedule 13D were made in open market transactions, and in the case of purchases, 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. 9 to the Schedule 13D was approximately $58,117.66, 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 for updating as of the date hereof:

On December 4, 2008, CD Capital sent a letter (the “December 4^th Letter”) to the Special Committee of the Board of Directors of the Issuer, in which CD Capital, among other things, (i) stated certain views with respect to the negotiation and consummation of the Agreement and Plan of Merger, dated as of July 28, 2008, by and among the Issuer, Phoenix Parent Corp., and Phoenix Merger Sub, Inc. (the “Merger Transaction”); (ii) indicated that it did not intend to vote in favor of the Merger Transaction at a price less than $11.25 per share; (iii) requested that Mr. Ziegelman be immediately appointed to the Board of Directors of the Issuer (the “Board”) or, in the alternative, hired as lead negotiator for the Issuer with respect to the Merger Transaction; (iv) outlined various courses of action that it will pursue (including, without limitation, electing both Mr. Ziegelman and Olof Nelson (“Mr. Nelson”) to the Board) in the event that (1) the Merger Transaction is not closed at $11.25 per share in cash by January 7, 2009 and (2) Mr. Ziegelman has not yet been appointed to the Board or hired as lead negotiator for the Issuer with respect to the Merger Transaction; and (v) indicated that Mr. Ziegelman and Mr. Nelson may seek special compensation in connection with services to be performed by both Messrs. Ziegelman and Nelson as directors assuming their election. A copy of the of the December 4^th Letter is attached hereto as Exhibit 99.11 and incorporated herein by reference.

CD Investment Partners, Ltd., CD Capital, Mr. Ziegelman, Mr. Nelson, ZPII, L.P., and C3 Management Inc. may solicit proxies from all stockholders in support of Mr. Ziegelman’s and Mr. Nelson’s election to the Board and the other matters set forth in the December 4^th Letter referred to above, and in support of a stockholder proposal to amend the Bylaws at the Annual Meeting as previously described and all of the foregoing persons and entities may be deemed participants in a solicitation with respect thereto (the “Participants”). In that event, the Participants intend to file a proxy statement with the Commission to the extent required by law.

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF THE ISSUER TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY

BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION REGARDING THE PARTICIPANTS IS SET FORTH IN THE SCHEDULE 13D FILED BY CD CAPITAL AND MR. ZIEGELMAN AND ALL AMENDMENTS THERETO FILED WITH THE SEC AND SCHEDULES 14A FILED BY THE PARTICIPANTS WITH THE SEC, ALL OF WHICH ARE AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

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 the Schedule 13D.

Other than as described above in this Item 4 and Exhibit 99.11 attached hereto and incorporated herein by reference, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

Item 5 is hereby amended to add the following information for updating as of the date hereof:

As a result of the purchases and sales of shares of Common Stock as reflected on Schedule A to this Amendment No. 9, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons decreased to 378,588, representing approximately 7.3% of the shares of Common Stock presently outstanding based upon 5,180,654 shares of Common Stock of Meadow Valley Corporation outstanding on November 6, 2008, as reported in the Form 10-Q for the quarterly period ended September 30, 2008 filed by the Issuer on November 14, 2008.

As a result of the transactions described in this Amendment No. 9 to the 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

Mr. Ziegelman		378,588		7.3	%
CD Capital		378,588		7.3	%

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following information for updating as of the date hereof:


Exhibit 99.11		Letter dated December 4, 2008 from CD Capital to the Special Committee of the Board of Directors of the Issuer.

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: December 4, 2008



	CARPE DIEM CAPITAL MANAGEMENT LLC
	By:	ZPII, L.P., 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

SCHEDULE A

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by the Reporting Persons since the filing of Amendment No. 8 to the Schedule 13D. All transactions were effectuated in the open market through a broker.

Purchase (Sale) of Shares effected by the Reporting Persons for the account of CD Investment


	Number of Shares					Aggregate
Date	Purchased (Sold)			Price Per Share($)		Price($)⁽¹⁾

10/16/2008		2,000			8.2268		16,453.62
10/28/2008		1,000			8.0050		8,005.00
11/05/2008		4,397			7.6550		33,659.04
11/10/2008		(4,100	)		8.4657		34,709.37
11/11/2008		(39	)		9.5450		372.26
11/12/2008		(5,000	)		9.9450		49,725.00
11/20/2008		(200	)		9.7950		1,959.00


(1)		Excludes commissions and other execution-related costs.

EXHIBIT INDEX


Exhibit 99.11		Letter dated December 4, 2008 from CD Capital to the Special Committee of the Board of Directors of the Issuer.

EX-99.11 2 c48079bexv99w11.htm EX-99.11 exv99w11

Exhibit 99.11

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF MEADOW VALLEY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION REGARDING THE PARTICIPANTS IS SET FORTH IN THE SCHEDULE 13D FILED BY CARPE DIEM CAPITAL MANAGEMENT LLC AND JOHN D. ZIEGELMAN AND ALL AMENDMENTS THERETO FILED WITH THE SEC AND SCHEDULES 14A FILED BY THE PARTICIPANTS WITH THE SEC, ALL OF WHICH ARE AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

CARPE DIEM CAPITAL MANAGEMENT LLC
111 South Wacker Drive, Suite 3950
Chicago, Illinois 60606
(312) 803-5010

December 4, 2008

Special Committee of the
Meadow Valley Board of Directors
4602 East Thomas Road
Phoenix, Arizona 85018

Gentlemen:

As you know, we are one of the largest (beneficial) owners of Meadow Valley common stock. We are writing in response to the 8-K filed by the Company on December 1^st regarding the Investors’ (affiliates of Insight) claim of a Material Adverse Effect. So you are clear on where our approximately 7.35% ownership stake stands in this matter, we do not intend to accept one cent less than the proposed $11.25 per share. Furthermore, we expect that the Company is vigorously pursuing all of our rights and remedies and will be attacking Insight for potential breach of contract. I would refer your counsel to the Huntsman/Apollo litigation and decision whereby a Delaware Court forced completion of the transaction even after the buyer made claim of a material adverse event. We further encourage the Board to hold the special meeting ASAP and to hold the vote for or against the proposed transaction. We believe it would be an enormous mistake to put off holding the special meeting and the vote on the transaction pending your negotiations with Insight!

While none of you had the time or interest to speak to me on Monday when I requested a call; on Tuesday, I conveyed to Mr. Hall and Mr. Liebman our offer to assist (again), specifically this time in negotiations with Insight. Had you accepted, Insight would, for the first time, be dealing with a principal without conflicts of interest and someone who would be vigilant with respect to all Shareholders’ interests. Again, instead of accepting our generous offer immediately as you should have, or even giving us a courtesy of a response, you have continued to ignore us. While our offer to help still stands, it is clear that you have chosen once again to go it alone and inevitably, we expect, that you will again fail at the Shareholders’ expense.

It is our sincere hope that the transaction, as contemplated by the July 28, 2008 Merger Agreement, closes as anticipated. As we said in our last filing, we are supportive of that

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF MEADOW VALLEY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV .. INFORMATION REGARDING THE PARTICIPANTS IS SET FORTH IN THE SCHEDULE 13D FILED BY CARPE DIEM CAPITAL MANAGEMENT LLC AND JOHN D. ZIEGELMAN AND ALL AMENDMENTS THERETO FILED WITH THE SEC AND SCHEDULES 14A FILED BY THE PARTICIPANTS WITH THE SEC, ALL OF WHICH ARE AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

transaction at $11.25 per share. However, if the transaction does not close byJanuary 7^th (the announced extension date), or the Board opts to accept a lower price, we want all Shareholders to know that we: (i) have no intention of voting in favor of a lower price and (ii) intend to take whatever actions are required to secure significant Board representation and a Shareholder mandate as outlined below.

Given that the Board has determined to put off the Annual Meeting, in fact made it a provision of the Merger Agreement to not let Shareholders meet for any reason other than to vote on the transaction, the Board cannot avoid a meeting to elect directors much longer under Nevada Law. Pursuant to our rights as a Shareholder, we plan go to court on or after January 2, 2009 to force the Board to immediately call an Annual Meeting for the election of directors. I believe I would be overwhelmingly elected a Director by the Shareholders by sometime around the end of February. Given this outcome, which we believe to be almost certain, the Shareholder money that you would waste fighting this outcome and the obligation of the full Board to act as a Fiduciary, we are hopeful that that you will reconsider my offer and either immediately appoint me to the Board or hire me (either way, for no compensation) as lead negotiator with Insight.

However, if you do not and the Merger is not closed at $11.25 per share in cash by 1/7/09, then we intend to immediately take action, including: (i) new court actions for breach of Fiduciary Duty and conflicts of interest, (ii) through the court action referred to above to force the Company to call an Annual Meeting, and (iii) filing appropriate proxy materials with the SEC and taking any other necessary actions to obtain Board representation and a shareholder mandate as to the following:

	1.		To elect John Ziegelman and Olof Nelson (Resume attached) to the Meadow Valley’s Board of Directors. In this scenario, we will be demanding the resignations (or forced replacement as necessary) of Charles Norton and Charles Cowan, and leaving the Board size at 5 members. We intend to pursue this course even if it takes multiple steps including court actions and both an annual and special meeting of shareholders.

	2.		Once elected by the Shareholders, we would expect for me to be named as Chairman of the Board and for the Board to immediately create an Office of the Chairman that will, working with management, replace the Special Committee. We anticipate the Office of the Chairman to be made up of myself, Olof Nelson (referred to above) and Don Patterson. The full 5-member Board will still vote on all Board matters, thus neither I nor Olof, acting together or apart, would have voting control of the Board or the Company. Furthermore, we do not intend to be asking for the resignations of any senior management.

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF MEADOW VALLEY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV .. INFORMATION REGARDING THE PARTICIPANTS IS SET FORTH IN THE SCHEDULE 13D FILED BY CARPE DIEM CAPITAL MANAGEMENT LLC AND JOHN D. ZIEGELMAN AND ALL AMENDMENTS THERETO FILED WITH THE SEC AND SCHEDULES 14A FILED BY THE PARTICIPANTS WITH THE SEC, ALL OF WHICH ARE AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

We would expect the new Office of the Chairman to work with existing senior management, and focus on:

A. Cost cutting (eliminate waste, duplicative functions and possibly headcount). Given management’s forecasts for lower revenues and lower margins, we feel strongly that corresponding cost reductions are in order. As far as we can tell, the Board has failed to announce or implement any such cost-cutting actions.

B. Focus Management on winning new business with acceptable gross margins. One potential bright spot in our economy is the possibility of massive Federal spending on transportation infrastructure. Meadow Valley should benefit in this environment.

C. Immediately create, Implement and communicate to Shareholders Board approved 12 and 24 month action plans to: (i) maximize cash flow, (ii) improve operational efficiency, (iii) stabilize and improve our workforce moral, and (iv) determine the fate of Ready Mix.

D. Explore the possibility of making a special dividend of between $1.00 and $2.00 per share due to the Company’s latest litigation win.

	4.		Amend the By-laws to reinstate Shareholders’ rights, de-stagger the Board and implement other Corporate Governance improvements.

	5.		Work with the existing Directors, management and our employees to rebuild our company and vastly improve corporate communication with our Owners so as to be in a position to maximize Shareholder value. In the process, to reestablish liquidity for the stock.

	6.		At the appropriate time, i.e., when the credit markets have returned to some semblance of normal and after the above initiatives have had a chance to work (e.g., 12-18 months down the road), begin a sale process that includes both strategic and financial buyers.

We expect that the work required will be extensive and very time consuming. To that end, we would also be asking the Shareholders directly for a mandate to put in place a compensation structure for myself and Mr. Nelson. We expect the compensation package to reward us for reestablishing and creating value, not for the passage of time. Therefore, other than out of pocket expenses (including those CD has incurred to date), we will not require any current

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF MEADOW VALLEY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV .. INFORMATION REGARDING THE PARTICIPANTS IS SET FORTH IN THE SCHEDULE 13D FILED BY CARPE DIEM CAPITAL MANAGEMENT LLC AND JOHN D. ZIEGELMAN AND ALL AMENDMENTS THERETO FILED WITH THE SEC AND SCHEDULES 14A FILED BY THE PARTICIPANTS WITH THE SEC, ALL OF WHICH ARE AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

compensation. We will however, expect a reward for benefiting all Shareholders. We will make a proposal as to such a special compensation program at the appropriate time.

To reiterate again, we do not want to take over and run Meadow Valley, we want our existing Board to complete the proposed transaction on time and on price. We offered our assistance to the Board in order to give ourselves and other Shareholders comfort that the transaction as contemplated will happen. Your continuing to ignore a major shareholder with more experience and a track record of success has forced us to take the view expressed herein. Only as a last resort, and if the Board cannot consummate the transaction on time or at price, would we take the actions described above. It should also be stated that we would expect, once Shareholders have spoken, to have the full cooperation from the Board and management.


Very truly yours,

CARPE DIEM CAPITAL MANAGEMENT LLC

BY:		/s/ John D. Ziegelman

Name:		John D. Ziegelman
Title:		President

THE PARTICIPANTS ADVISE ALL STOCKHOLDERS OF MEADOW VALLEY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WHEN AND IF AVAILABLE WITHOUT CHARGE UPON REQUEST. ANY SUCH PROXY MATERIALS WILL ALSO BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV .. INFORMATION REGARDING THE PARTICIPANTS IS SET FORTH IN THE SCHEDULE 13D FILED BY CARPE DIEM CAPITAL MANAGEMENT LLC AND JOHN D. ZIEGELMAN AND ALL AMENDMENTS THERETO FILED WITH THE SEC AND SCHEDULES 14A FILED BY THE PARTICIPANTS WITH THE SEC, ALL OF WHICH ARE AVAILABLE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

Olof S. Nelson

Olof Nelson is CEO of Consolidated Management Group, Inc. a full-service Property Management Company specializing in Community associations and Commercial properties.

Previously he was a Senior Advisor to Richard C Breeden & Co and The Citigroup Private Bank. From 1997 to 2002 he was President & CEO and member of the Board of Bankers Trust Company Connecticut, Ltd. (now part of Deutsche Bank Private Bank). Before that he was the founding Chairman and CEO of Consolidated Hydro, Inc., an independent owner/operator of hydroelectric power plants in North America, from 1980 to 1996. A company he took public on NASDAQ in 1986 and private in 1988 and which became the largest independent producer of hydroelectric power in North America. Prior to Consolidated Hydro he was a Vice President in the Corporate Banking Department of Chase Bank.

He served on the Board of Directors of Sunterra Corporation, a NASDAQ listed company and one of the largest global vacation ownership companies, until the summer of 2007 when the company was acquired. He chaired the Governance and Compensation Committees and was a member of the Audit Committee.

He also served on the Board of Equivest Finance, Inc., a NASDAQ listed company chaired by former SEC Chairman Richard Breeden, until the company was sold to Cendant in 2002. He chaired its Audit Committee as well as its Compensation Committee.

Mr. Nelson has also served on the Board of The Westport Country Playhouse where he Chaired its Compensation and Governance Committees and is now a member of the Advisory Board. In addition he was the Chairman and founder of Micro Credit Businesses, Inc., a not-for-profit organization located in Bridgeport, CT. In 2003 he joined the Board of National Association of Corporate Directors CT and was elected President in November 2005.

A native of Sweden, Mr. Nelson received a Master’s degree from the University of Stockholm and is a graduate of the Royal Swedish Naval Academy. He resides with his wife Caren in Southport, Connecticut.