SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Meadow Valley Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
583185103
(CUSIP Number)
November 7, 2005
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 5 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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 13G/A Page 2 of 5 Pages
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Praesidium Investment Management Company, LLC (See Item 2(A))
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-0302413
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
(6) SHARED VOTING POWER
BENEFICIALLY
436,899 (See Item 4)
OWNED BY --------------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING --------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
PERSON WITH
436,899 (See Item 4)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,899 (See Item 4)
--------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.83%
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
--------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 583185103 13G/A Page 3 of 5 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Meadow Valley Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at 4411 South 40th
Street, Suite D-11, Phoenix, AZ 85040.
Item 2(a). Name of Person Filing:
This amendment to schedule 13G is being filed by Praesidium Investment
Management Company, LLC, a Delaware limited liability company (the "Management
Company") which serves as investment manager or advisor to a number of hedge
funds (collectively the "Funds") with respect to the shares of Common Stock (as
defined in Item 2(d)) directly owned by the Funds.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of the Reporting Person is 747 Third
Avenue, New York, New York 10017.
Item 2(c). Citizenship:
The Management Company is organized as a limited liability company under
the laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value (the "Common Stock")
Item 2(e). CUSIP Number: 583185103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
CUSIP No. 583185103 13G/A Page 4 of 5 Pages
Item 4. Ownership.
Praesidium Investment Management Company, LLC
(a) Amount beneficially owned: 436,899
(b) Percent of class: 10.83% The percentages used herein and in the rest
of Item 4 are calculated based upon the 4,031,969 shares of Common
Stock outstanding as of September 30, 2005, as set forth in the
Company's Form 10-Q for the quarter ended September 30, 2005 filed
with the Securities and Exchange Commission on November 10, 2005.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 436,899
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 436,899
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See response to Item 2(A)
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No. 583185103 13G/A Page 5 of 5 Pages
Item 10. Certification.
The Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: November 15, 2005
PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC
By: /s/ Peter Uddo
-----------------------------------------
Name: Peter Uddo
Title: Managing Member