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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940
o
Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).
1.
Name and Address of Reporting
Person* (Last, First, Middle)
2.
Issuer Name and Ticker or
Trading Symbol
3.
I.R.S. Identification Number of
Reporting
Person, if an entity (Voluntary)
Nelson, Kenneth
Meadow Valley Corporation (MVCO)
4411 South 40th Street
4.
Statement for Month/Day/Year
5.
If Amendment, Date of Original (Month/Day/Year)
03/19/2003
(Street)
6.
Relationship of Reporting Person(s)
to Issuer (Check All Applicable)
7.
Individual or Joint/Group Filing
(Check Applicable Line)
Phoenix, AZ 85040
(City) (State) (Zip)
x
Director
o
10% Owner
x
Form filed by One Reporting Person
x
Officer (give title below)
o
Form filed by More than One Reporting Person
o
Other (specify below)
Vice-President
Reminder:
Report on a separate line for each class of securities
beneficially owned directly or indirectly.
*
If the form is filed by more than one reporting person, see
instruction 4(b)(v).
Table I - Non-Derivative Securities
Acquired, Disposed of, or Beneficially Owned
1.
Title of Security
(Instr. 3)
2.
Transaction Date
(Month/Day/Year)
2a.
Deemed Execution
Date, if any.
(Month/Day/Year)
3.
Transaction Code
(Instr. 8)
4.
Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)
5.
Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)
6.
Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)
7.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code
V
Amount
(A)
or
(D)
Price
Common Stock $.001 par value
03/13/2003
03/13/2003
T
689
A
1.13
75305
D
Page 2
Table II - Derivative Securities
Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1.
Title of Derivative
Security
(Instr. 3)
2.
Conversion or Exercise
Price of Derivative
Security
3.
Transaction
Date
(Month/Day/Year)
3a.
Deemed Execution
Date, if any
(Month/Day/Year)
4.
Transaction
Code
(Instr. 8)
5.
Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Code
V
(A)
(D)
Page 3
Table II - Derivative Securities
Acquired, Disposed of, or Beneficially Owned - Continued
(e.g., puts, calls, warrants, options, convertible securities)
6.
Date Exercisable and
Expiration Date
(Month/Day/Year)
7.
Title and Amount
of Underlying Securities
(Instr. 3 and 4)
8.
Price of Derivative
Security
(Instr. 5)
9.
Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)
10.
Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)
11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Date
Exercisable
Expiration
Date
Title
Amount or
Number of
Shares
Explanation of Responses:
/s/ Clint Tryon
Attorney in Fact
3/19/2003
**Signature of Reporting Person
Attorney-in-Fact
Date
**
Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a).
Note:
File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure.
Page 4
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned's hereby makes, constitutes and appoints ________ as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of __________________, a _________ corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for an on behalf of he undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this _______ day of ___________, ___________.
_________________________________
Signature
_________________________________
Print Name
STATE OF
COUNTY OF
On this ___________ day of ____________, ______________, ________________ personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
_________________________________
Notary Public
_________________________________
My Commission Expires: