8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2007

Meadow Valley Corporation

(Exact name of registrant as specified in charter)

Nevada
(State or other jurisdiction of incorporation)

0-25428	88-0328443
(Commission File Number)	(IRS Employer Identification Number)
4602 E. Thomas Road, Phoenix, AZ	85018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 437-5400

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.01

Item 8.01. Other Events.

     On November 20, 2007, Meadow Valley Corporation (the “Company”) issued a press release which announced that the Company has appointed a Special Committee of independent directors to review and evaluate any acquisition proposal received from YVM Acquisition Corporation (“YVM”). The Special Committee was formed to maximize shareholder value in response to a Schedule 13D filed by YVM on November 2, 2007, which disclosed that YVM is considering proposing a transaction or series of transactions that would result in YVM’s acquisition of all of the outstanding common stock of the Company. According to the Schedule 13D, YVM was formed by three individuals; including Bradley E. Larson, the Company’s Chief Executive Officer and a member of its board of directors, and Kenneth D. Nelson, the Company’s Vice President and Chief Administrative Officer and a member of its board of directors. The Special Committee has retained DLA Piper US LLP and Alvarez & Marsal as its independent legal and financial advisors, respectively. The Special Committee members consist of Don Patterson, committee chairman and director; Charles Cowan, director and Charles Norton, director. A copy of this press release is furnished as Exhibit 99.01 to this report.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits. The following exhibits are attached hereto and furnished herewith:

Exhibit
Number	Exhibit Description
99.01	Press Release of Meadow Valley Corporation, dated November 20, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Meadow Valley Corporation
Date: November 20, 2007	By:	/s/ David D. Doty
		David D. Doty
		Chief Financial Officer

EX-99.01

Exhibit 99.01

4602 East Thomas Road
Phoenix, Arizona 85018
Telephone: (602) 437-5400
Fax: (602) 437-1681

FOR IMMEDIATE RELEASE	Investor Contact:	Company Contact:
	Neil Berkman Associates	Bradley E. Larson
	(310) 826-5051	Chief Executive Officer
	info@BerkmanAssociates.com	www.meadowvalley.com

Meadow Valley Forms Special Committee

     PHOENIX, ARIZONA, November 16, 2007 . . . MEADOW VALLEY CORPORATION (NASDAQ:MVCO) announced today that the Board of Directors of Meadow Valley Corporation (the “Company”) has appointed a Special Committee of independent directors to review and evaluate any acquisition proposal received from YVM Acquisition Corporation (“YVM”) and consider the Company’s other alternatives. The Special Committee was formed in response to a Schedule 13D filed by YVM on November 2, 2007, which disclosed that YVM is considering proposing a transaction or series of transactions that would result in the acquisition of the outstanding common stock of the Company. YVM was formed by three individuals, including Bradley E. Larson, the Company’s Chief Executive Officer and a member of its board of directors, and Kenneth D. Nelson, the Company’s Vice President and Chief Administrative Officer and a member of its board of directors. The Special Committee has retained DLA Piper US LLP and Alvarez & Marsal as its independent legal and financial advisers, respectively. The Special Committee members consist of Don Patterson, committee chairman and director; Charles Cowan, director and Charles Norton, director.

     There can be no assurance that an agreement on terms satisfactory to the Special Committee will result from any proposal submitted by YVM, or that any transaction recommended by the Special Committee will be completed.

About Meadow Valley

     Meadow Valley Corporation, based in Phoenix, Arizona, is engaged in the construction industry as both a contractor and a supplier of construction materials. The Company’s construction services segment specializes in structural concrete construction of highway bridges and overpasses, and the paving of highways and airport runways, primarily in Nevada and Arizona. The Company’s construction materials operations provide concrete and gravel products primarily to other contractors. The Company’s materials operations are concentrated in southern Nevada and Arizona.

Forward-Looking Statements

     Certain statements in this release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: changes in demand for the Company’s products and services, the timing of new orders and contract awards, the Company’s ability to successfully win contract bids, the impact of competitive products and pricing, excess or shortage of production capacity, bonding capacity and other risks discussed from time to time in the Company’s Securities and Exchange Commission filings and reports, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions. Such forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, except as may be required by law.

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