Carpe Diem seeks role in overseeing sale of Meadow Valley

By Lisa Kerner

Charlotte, N.C., April 11 - Carpe Diem Capital Management LLC (formerly CD Capital Management LLC) said despite recent discussions with Meadow Valley Corp., the parties failed to reach an agreement regarding Carpe Diem's concerns about the company's corporate governance and strategic alternative issues, a schedule 13D filing with the Securities and Exchange Commission disclosed.

According to the filing, Meadow Valley and Carpe Diem discussed "a meaningful and defined unpaid advisory role" for Carpe Diem's John D. Ziegelman on the Meadow Valley board to oversee a sale of the company.

Carpe Diem said no agreement was reached regarding:

• Re-establishing the right of the stockholders to call a special meeting at a 10% threshold;

• A 12-month right for Ziegelman to appoint a new director to Meadow Valley's board; and

• Meadow Valley's voluntarily consideration of adding a corporate governance expert recommended by Carpe Diem to its board.

Carpe Diem, with an 8.2% stake, suspended settlement discussions until Meadow Valley provides the market with "a full and complete disclosure" regarding its strategic alternatives process, the filing stated.

The investor said it recently engaged the proxy solicitation firm of Mackenzie Partners, Inc. in the event that Carpe Diem and certain affiliates decide to solicit proxies in support of Ziegelman's nomination for election to Meadow Valley's board as well as for a proposal to amend the company's bylaws.

In October, Carpe Diem expressed disappointment with how Meadow Valley was being managed and believed the Phoenix construction materials company should immediately be put up for sale for some $17 to $19 per share.

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