Schedule 13D Amendment No.3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOg8CVzxtdGPSUrS2q7glOKIFt9Nymb5+1ftCeDHF/CXcGiOIw7ZpjR+F1JKHTHI +dIrAkRYTUDBDQmLO+IUtg== 0001193125-07-113653.txt : 20070514 0001193125-07-113653.hdr.sgml : 20070514 20070514163358 ACCESSION NUMBER: 0001193125-07-113653 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 GROUP MEMBERS: CHRISTOPHER HARWOOD BERNARD MILLS GROUP MEMBERS: HIGH TOR LIMITED GROUP MEMBERS: ORYX INTERNATIONAL GROWTH FUND GROUP MEMBERS: THE TRIDENT NORTH ATLANTIC FUND GROUP MEMBERS: TRIDENT HOLDINGS 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: 07846882 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: NORTH ATLANTIC VALUE LLP CENTRAL INDEX KEY: 0001280474 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: RYDER COURT, 14 RYDER ST. CITY: LONDON STATE: A1 ZIP: 00000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.3 Schedule 13D Amendment No.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(a) and Amendments thereto Filed

Pursuant to Rule 13d-2(a)

(Amendment No. 3)

MEADOW VALLEY CORPORATION

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

583185103

(CUSIP Number)

COPY TO:

Nick Pitt-Lewis

North Atlantic Value LLP

Ryder Court

14 Ryder Street

London SW1Y 6QB, England

011-44-207-747-8962

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 14, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 22 Pages)

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				Page 2 of 22

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	North Atlantic Value LLP No IRS Identification Number
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (see instructions)

	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER

		0
		8. SHARED VOTING POWER

		411,900
		9. SOLE DISPOSITIVE POWER

		0
		10. SHARED DISPOSITIVE POWER

		411,900


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	411,900
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.0%
14.	TYPE OF REPORTING PERSON (see instructions)

	OO, IA


CUSIP No. 583185103				Page 3 of 22

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Christopher Harwood Bernard Mills No IRS Identification Number
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (see instructions)

	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER

		0
		8. SHARED VOTING POWER

		411,900
		9. SOLE DISPOSITIVE POWER

		0
		10. SHARED DISPOSITIVE POWER

		411,900


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	411,900
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.0%
14.	TYPE OF REPORTING PERSON (see instructions)

	IN


CUSIP No. 583185103				Page 4 of 22

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Trident Holdings No IRS Identification Number
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (see instructions)

	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER

		0
		8. SHARED VOTING POWER

		80,293
		9. SOLE DISPOSITIVE POWER

		0
		10. SHARED DISPOSITIVE POWER

		80,293


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	80,293
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.5%
14.	TYPE OF REPORTING PERSON (see instructions)

	IV, CO


CUSIP No. 583185103				Page 5 of 22

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	The Trident North Atlantic Fund No IRS Identification Number
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (see instructions)

	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER

		0
		8. SHARED VOTING POWER

		120,000
		9. SOLE DISPOSITIVE POWER

		0
		10. SHARED DISPOSITIVE POWER

		120,000


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	120,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.3%
14.	TYPE OF REPORTING PERSON (see instructions)

	IV, CO


CUSIP No. 583185103				Page 6 of 22

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	High Tor Limited No IRS Identification Number
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (see instructions)

	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER

		0
		8. SHARED VOTING POWER

		11,607
		9. SOLE DISPOSITIVE POWER

		0
		10. SHARED DISPOSITIVE POWER

		11,607


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,607
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.2%
14.	TYPE OF REPORTING PERSON (see instructions)

	CO


CUSIP No. 583185103				Page 7 of 22

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Oryx International Growth Fund Limited (successor by merger to American Opportunity Trust plc) No IRS Identification Number
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ¨
	(b) x
3.	SEC USE ONLY

4.	SOURCE OF FUNDS (see instructions)

	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	England


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER

		0
		8. SHARED VOTING POWER

		200,000
		9. SOLE DISPOSITIVE POWER

		0
		10. SHARED DISPOSITIVE POWER

		200,000


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	200,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.9%
14.	TYPE OF REPORTING PERSON (see instructions)

	IV

AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D

This Amendment No. 3 to Statement on Schedule 13D (the “Amendment”) amends the Statement on Schedule 13D filed on August 22, 2006, as further amended by the Amendment No. 1 on Schedule 13D filed on August 22, 2006 and Amendment No. 2 on Schedule 13D filed on September 15, 2006, with the Securities and Exchange Commission by certain of the Filing Parties (defined below).

Item 1.

Security and Issuer.

The class of equity securities to which this Amendment relates is the common stock, $.001 par value (the “Common Stock”), of Meadow Valley Corporation, a Nevada corporation (the “Company”). The principal executive offices of the Company are located at 4411 South 40th Street, Suite D-11, Phoenix, AZ, 85040.

Item 2.

Identity and Background.

2 (a-c,f).

Filing Parties:

This Amendment is filed on behalf of the following persons, who are collectively referred to as the “Filing Parties”:

North Atlantic Value LLP (“North Atlantic Value”) is a limited liability partnership organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. North Atlantic Value is a firm authorized by the United Kingdom’s Financial Services Authority and is principally engaged in the business of investment management of active value and private equity investments, as well as to its private clients.

Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as director and chief executive of North Atlantic Smaller Companies Investment Trust plc (“NASCIT”), as a director of J O Hambro Capital Management Group Limited, J O Hambro Capital Management Limited, The Trident North Atlantic Fund (“Trident North Atlantic”), Oryx International Growth Fund Limited, and as a member and the chief investment officer of North Atlantic Value.

Trident North Atlantic is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a

Page 8 of 22

publicly-held regulated mutual fund. Christopher Harwood Bernard Mills serves as a director of Trident North Atlantic and North Atlantic Value serves as an investment adviser to Trident North Atlantic.

Trident Holdings (“Trident Holdings”) is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 1350GT, 75 Fort Street, George Town, Grand Cayman, Cayman Islands. Trident Holdings is a publicly-held regulated mutual fund. North Atlantic Value serves as an investment manager to Trident Holdings.

High Tor Limited (“Trident High Tor”) is a corporation organized under the laws of the Cayman Islands with its principal office and business at P.O. Box N-4857, Unit No. 2, Cable Beach Court, West Bay Street, Nassau, The Bahamas. High Tor Limited is a private client of North Atlantic Value, which serves as an investment manager to a portfolio of assets owned by Trident High Tor.

Oryx International Growth Fund Limited (“Oryx International”) is a closed end investment company incorporated in Guernsey, Channel Islands as a company limited by shares. Its principal office and place of business is at Arnold House, St. Julian’s Avenue, St. Peter Port Guernsey, Channel Islands, GY1 3NF. Oryx International is a publicly-held investment company whose shares are listed on the London Stock Exchange. North Atlantic Value LLP serves as manager and investment advisor to Oryx International.

II.

Executive Officers and Directors:

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein.

(d) Criminal Proceedings

During the last five years, neither the Filing Parties (nor a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Civil Securities Law Proceedings

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Page 9 of 22

The aggregate purchase price of the 120,000 shares of Common Stock beneficially held by Trident North Atlantic is $1,291,063.52 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident North Atlantic were paid for using its working capital funds.

The aggregate purchase price of the 80,293 shares of Common Stock beneficially held by Trident Holdings is $856,642.79 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident Holdings were paid for using its working capital funds.

The aggregate purchase price of the 11,607 shares of Common Stock beneficially held by Trident High Tor is $123,278.24 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident High Tor were paid for using its working capital funds.

The aggregate purchase price of the 200,000 shares of Common Stock beneficially held by Oryx International is $2,390,957.31 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Oryx International were paid for using its working capital funds.

Item 4.

Purpose of Transaction.

North Atlantic Value sent a letter dated May 14, 2007 to the Board of Directors of the Company regarding NAV’s plans to vote its shares of Common Stock at the Company’s 2007 annual meeting. The letter to the Board of Directors is attached to this Amendment as Exhibit 99. The Filing Parties acquired their holdings of the Common Stock because they believed the Common Stock represented a favorable investment opportunity. The Filing Parties believe that the Company’s market capitalization is so low that the costs of being public are prohibitive and that the Board of Directors should consider thoroughly potential opportunities to enhance shareholder value through, among other options, a business combination or sale of the Company or its assets. The Filing Parties may engage in discussions with the directors of the Company and third parties regarding the possibility of supporting such a transaction.

The Filing Parties will, from time to time, revisit the purpose of their investment in the Company in order to maximize shareholder value. Accordingly, future acquisitions of the Common Stock may be for the purpose of, among other things, effecting an extraordinary corporate transaction, such as a merger, asset sale or reorganization of the Company.

The Filing Parties may also participate in discussions with potential purchasers of their shares of Common Stock, sell some or all of their shares of Common Stock in the open market or through privately negotiated transactions, or change their intention with respect to any and all of the matters referred to above.

Item 5.

Interest in Securities of the Issuer.

Page 10 of 22

(a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of the group, is as follows:


Filing Party	Aggregate Number of Shares	Number of Shares: Sole Power to Vote	Number of Shares: Shared Power to Vote	Number of Shares: Sole Power to Dispose	Number of Shares: Shared Power to Dispose	Approximate Percentage*
North Atlantic Value+	411,900	0	411,900	0	411,900	8.0	%

Christopher H. B. Mills+	411,900	0	411,900	0	411,900	8.0	%

Trident North Atlantic	120,000	0	120,000	0	120,000	2.3	%

Trident Holdings	80,293	0	80,293	0	80,293	1.5	%

Trident High Tor	11,607	0	11,607	0	11,607	0.2	%

Oryx International	200,000	0	200,000	0	200,000	3.9	%

^*	Based on 5,129,760 shares of Common Stock, $.001 par value, outstanding as of May 3, 2007, which is based on information reported in the Company’s 10-Q, for the fiscal quarter ended March 31, 2007.

+	Consists of shares of Common Stock held by Trident North Atlantic, Trident Holdings, Trident High Tor and Oryx International.

(c) In the 60 days prior to the filing of this Amendment, the Filing Parties effected no transactions in the Common Stock.

(d) No person other than the Filing Parties is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

North Atlantic Value is the investment manager and/or investment adviser to each of Trident North Atlantic, Trident Holdings, Trident High Tor and Oryx International, and as such it has the authority to vote or dispose of the Common Stock. Christopher Harwood Bernard

Page 11 of 22

Mills is a director of Trident North Atlantic, a director of Oryx International and a member and the chief investment officer of North Atlantic Value.

Item 7.

Material to be Filed as Exhibits.

Letter to the Board of Directors of the Company filed as Exhibit 99.2 hereto.

Page 12 of 22

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: May 14, 2007

	NORTH ATLANTIC VALUE LLP

	By:	/s/ Nick Pitt-Lewis
	Name:	Nick Pitt-Lewis
	Title:	Compliance Officer
	Executed on behalf of the Filing Parties pursuant to the Joint Filing Agreement, previously filed.

Page 13 of 22

Schedule A

Information Concerning Directors and Executive Officers of the Filing Parties

The following table sets forth certain information concerning each of the members and partners of North Atlantic Value LLP as of the date hereof.

Designated Members:


Name:		J O Hambro Capital Management Group Limited
		(Designated Member)
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB England

Name:		J O Hambro Capital Management Limited
		(Designated Member)
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB England
Members:

Name:		Christopher Harwood Bernard Mills (Member and Chief Investment Officer)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB England
Principal Occupation:		Chief Executive, NASCIT Director, The Trident North Atlantic Fund Director, Oryx International Growth Fund Limited Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP

Page 14 of 22


Name:		Nichola Pease
		(Member)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Director and Chief Executive, J O Hambro Capital Management Limited
		Member, North Atlantic Value LLP

Name:		Jeremy James Brade
		(Member)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Director, J O Hambro Capital Management Limited
		Member, North Atlantic Value LLP

Name:		Faye Elizabeth Foster
		(Member)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Member, North Atlantic Value LLP

Name:		Charles Clifford Dominic Robert Groves
		(Member)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Member, North Atlantic Value LLP

Name:		Basil David Postan
		(Member)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Member, JOHCM Alternative Investments LLP
		Member, North Atlantic Value LLP

Page 15 of 22


Name:		Maarten Duncan Hemsley
		(Member)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Member, North Atlantic Value LLP

Name:		James Douglas Agnew
		(Member)
Citizenship:		New Zealand and British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB
		England
Principal Occupation:		Member, North Atlantic Value LLP

Page 16 of 22

The following table sets forth certain information concerning each of the directors and executive officers of Oryx International Growth Fund Limited (“Oryx International”) as of the date hereof.


Name:		Nigel Kenneth Cayzer (Non-Executive Chairman)
Citizenship:		British
Business Address:		Kinpurnie Estate Office, Smiddy Road, Newtyle, Angus PH12 8TT Scotland, UK
Principal Occupation:		Founder, Nigel Cayzer Consultancy Services

Name:		Christopher Harwood Bernard Mills (Non-Executive Director)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB England
Principal Occupation:		Chief Executive, NASCIT Director, The Trident North Atlantic Fund Director, Oryx International Growth Fund Limited Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP

Name:		Advocate Rupert Evans (Non-Executive Director)
Citizenship:		British
Business Address:		Ozannes Valley House Hirzel Street, St Peter Port Guernsey GY1 4HP
Principal Occupation:		Lawyer, Ozannes

Page 17 of 22


Name:		Sydney Cabessa (Non-Executive Director)
Citizenship:		French
Business Address:		Union Europeene de CIC France, 4 Rue Gaillon, 75107 Paris Cedex 2, France
Principal Occupation:		CEO-Union Europeene de CIC Finance

Name:		Walid Antoun Chatila (Non-Executive Director)
Citizenship:		Canadian
Business Address:		Emirates Holdings P.O. Box 984 Abu Dabi, UAE
Principal Occupation:		Director of Finance, Emirates Holding

Name:		Colin Francis Hannaway (Non-Executive Director)
Citizenship:		American
Business Address:		Sterling Grace Corporation 55 Brookville Road Glen Head, New York New York, 11545 USA
Principal Occupation:		Senior Vice President, Sterling Grace Corp.

Name:		John Stanislas Albert Radziwell (Non-Executive Director)
Citizenship:		British
Business Address:		Chalet Lynx, Bissen, Gstaad 3780 Switzerland
Principal Occupation:		Private Investor

Page 18 of 22

The following table sets forth certain information concerning each of the directors and executive officers of The Trident North Atlantic Fund (“Trident North Atlantic”) as of the date hereof.


Name:		Basil David Postan (Director)
Citizenship:		British
Business Address:		Ground Floor Ryder Court 14 Ryder Street London SW1Y 6QB England
Principal Occupation:		Member, JOHCM Alternative Investments LLP Member, North Atlantic Value LLP

Name:		Christopher Harwood Bernard Mills (Director)
Citizenship:		British
Business Address:		Ryder Court 14 Ryder Street London SW1Y 6QB England
Principal Occupation:		Chief Executive, NASCIT Director, The Trident North Atlantic Fund Director, Oryx International Growth Fund Limited Director, J O Hambro Capital Management Limited Member, North Atlantic Value LLP

Name:		David Sargison (Director)
Citizenship:		British
Business Address:		Ironshore Corporate Services Limited Box 1234 GT Queensgate House South Church Street Grand Cayman, Cayman Islands
Principal Occupation:		Managing Director, Ironshore Corporate Services Limited

Page 19 of 22


Name:		John W. Gildea (Director)
Citizenship:		USA
Business Address:		Gildea Management Company P.O. Box 938 New Canaan, Connecticut 06840 USA
Principal Occupation:		President, Gildea Management Company

Page 20 of 22

The following table sets forth certain information concerning each of the directors and executive officers of Trident Holdings (“Trident Holdings”) as of the date hereof.


Name:		Integra Limited
		(Corporate Director)
Citizenship:		Cayman Islands
Business Address:		Integra Limited
		P.O. Box 1350
		The Huntlaw Building
		Fort Street
		George Town, Grand Cayman
		Cayman Islands
Principal Occupation:		Corporation

Page 21 of 22

The following table sets forth certain information concerning each of the directors and executive officers of High Tor Limited (“Trident High Tor”) as of the date hereof.


Name:		Donald W. Tomlinson
		(Director)
Citizenship:		Canadian
Business Address:		High Tor Limited
		P.O. Box N-4857
		Unit No. 2
		Cable Beach Court
		West Bay Street
		Nassau, The Bahamas
Principal Occupation:		Director, High Tor Limited

Page 22 of 22

Exhibit Index

The following documents are filed herewith or incorporated herein by reference:


Exhibit		Page
(99.1) Joint Filing Agreement dated as of August 22, 2006 among the Filing Parties.		Previously filed.

(99.2) Letter to the Board of Directors of the Company dated May 14, 2007.		Filed as Exhibit 99.2 hereto.

EX-99.2 2 dex992.htm LETTER TO THE BOARD OF DIRECTORS OF THE COMPANY Letter to the Board of Directors of the Company

Exhibit 99.2

North Atlantic Value LLP

Ground Floor

Ryder Court

14 Ryder Street

London UK, SW1Y 6QB

May 14, 2007

Meadow Valley Corporation, Board of Directors

Mr. Bradley E Larson

Mr. Kenneth D Nelson

Mr. Charles E Cowan

Mr. Charles R Norton

Mr. Don A Patterson

Meadow Valley Corporation

4411 South 40^th Street

Suite D-11

Phoenix, Arizona 85040

Dear Members of the Board of Directors:

We have now had an opportunity to review your 2007 Proxy Statement.

As you are aware, I have extensive knowledge of your industry.

There are four points on which we would like to comment regarding your 2007 Proxy Statement:

Proposal 3: Shareholder Proposal to sell Meadow Valley’s interest in Ready Mix, Inc. (RMI):

1. There is no obvious reason for Meadow Valley to own RMI. A bonding house would much prefer the cash in Meadow Valley rather than a holding in an illiquid equity. They may not let you release all the cash back for the shareholders but certainly some.

2. You are correct in saying that RMI creates significant profitability for Meadow Valley, but this is somewhat irrelevant as it sends no cash to Meadow Valley. The real issues at Meadow

Valley appear to be excessive corporate overhead and what appears to be an inability to achieve industry profit margins on the contracts that are won. From the outside it is difficult to understand the problems but we must hold the current Board and management responsible for this failure.

3. Given the pathetic level of inside ownership and the director propensity to sell or have no ownership, it is, in our opinion, that the Board has little incentive to enhance shareholder value. If we had any doubts to the contrary then the recent issue of a PIPE without offering existing large shareholders the chance to participate, and the poison pill’s ownership threshold at 15% gives us no doubt what the Board’s real agenda is.

4. We appreciate that to maximize on the value of your assets, shareholders will need to have a degree of patience so that Meadow Valley can recover on its lawsuits, however this does not prevent the Board from putting forward a medium term strategy that can lead to achieving that goal more directly.

In these circumstances we believe it is in the interests of our clients and, indeed all shareholders that unless Meadow Valley comes up with a clear publicly announced strategy to maximize shareholder value over an appropriate period of time to be discussed with all the major shareholders no later than June 1st, we intend to vote our shares:


AGAINST	Proposal 1:	the reappointment of your directors; and

FOR	Proposal 3:	the shareholder resolution to sell RMI.

We hope that you also share our objective of maximizing shareholder value.

Yours sincerely,

/s/ Christopher H.B. Mills

Christopher H.B. Mills

Chief Investment Officer

North Atlantic Value LLP

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