FARM FISH, INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
NOTICE OF
1996 ANNUAL SHAREHOLDERS' MEETING
TO THE STOCKHOLDERS:
Notice is hereby given that the 1996 Annual Meeting of Shareholders (the
"Meeting") of Farm Fish, Inc. ("Farm Fish") will be held at Farm Fish offices,
100 West Woodrow Wilson Drive, Jackson, Mississippi at 10:00 a.m., Jackson
time, on Wednesday, May 22, 1996, for the following purposes:
1. To elect four (4) directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent public
accountants for the fiscal year ending December 31, 1996; and
3. To consider and take action upon such other matters as may properly come
before the Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 11, 1996, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
Charles E. Horne
Secretary
Jackson, Mississippi
April 18, 1996
SHAREHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES
FARM FISH,INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 1996
VOTING AT THE MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Farm Fish for use at the Annual Meeting
of Stockholders to be held on Wednesday, May 22, 1996, and at any and all
adjournments of such meeting.
If the enclosed form of proxy is properly marked, signed and returned in time
to be voted at the meeting, the shares represented by the proxy will be voted
in accordance with the instructions marked thereon. At the meeting,
stockholders will vote upon the election of directors, and any other matters
which may properly come before the meeting. Approval of each matter to come
before the meeting requires the affirmative vote of a majority of the total
votes cast, except for the election of directors which is described below
under Voting Securities. Signed proxies not marked to the contrary will be
voted for the election of directors. Any stockholder giving a proxy has the
power to revoke it by a written instrument signed in the same manner as the
proxy and received by the Secretary of Farm Fish prior to the exercise of the
proxy. A stockholder attending the meeting may also revoke his proxy by
voting in person.
This material is being mailed on or about April 18, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on April 11, 1996, are
entitled to notice of and to vote at the meeting, and such stockholders are
entitled to one vote for each share held of record on all matters brought
before the meeting, except with respect to the election of directors, in
which the stockholders have cumulative voting rights. Under cumulative
voting, each stockholder is entitled to votes equal to the number of his
shares multiplied by the number of directors to be elected; a stockholder may
cast all of his votes for a single director or distribute them among the
candidates as he sees fit. At the record date, a total of 2,688,605 shares
of common stock of Farm Fish were issued and outstanding.
While the Board of Directors intends to cast the votes represented by its
proxies equally among its nominees for directors, the Board solicits
discretionary authority to accumulate votes as it may deem appropriate.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the best of the Company's knowledge, no person or group (as those terms
are used in Section 13(d)(3) of the Securities Exchange Act of 1934)
beneficially owned, as of March 1, 1996, more than five percent of the Shares
outstanding except as set forth in the following table:
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Beneficial Class
Owner Ownership (1)
No-Par Delta 2,151,071 80%
Common Industries, Inc. shares owned
Jackson, MS of record and
beneficially
SECURITY OWNERSHIP OF MANAGEMENT
Title of Class and Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership (2) Class
Thomas R. Slough, Jr. 17,805 shares 0.66%
No-Par Common
W.D. Mounger 25,900 shares 0.96%
No-Par Common
David Robison 100 shares >0.01%
No-Par Common
Charles E. Horne 137 shares >0.01%
No-Par Common
Officers and Directors 43,942 shares 1.63%
As a Group (6 persons)(3)
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(1) The beneficial owner has sole voting and investment powers to all shares
beneficially owned.
(2) Each beneficial owner has sole voting and investment powers to all shares
beneficially owned unless otherwise indicated in these footnotes.
(3) Notes that the directors of Farm Fish, Inc. During the past fiscal year,
Thomas R. Slough, Jr., W. D. Mounger, T. L. Reed, III, and Leland R. Speed,
were directors and principal stockholders of Delta Industries, Inc. (Delta
Industries). The shares owned by Delta Industries are in addition to the
total number of shares owned directly by officers and directors, as shown
herein.
<PAGE>
DELTA INDUSTRIES, INC. STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
Title of Class
and Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership (4) Class
Thomas R. Slough, Jr. 8,160 shares 1.41%
Common
W.D. Mounger 44,061 shares 7.59%
Common
Leland R. Speed 10,700 shares 1.84%
Common
T. L. Reed, III 86,461 shares 14.90%
Common
David Robison 10 shares >0.01%
Common
Charles E. Horne 356 shares 0.06%
Common
Officers and Directors 149,748 shares 25.80%
As a Group (6 persons)
POSSIBLE CHANGE IN CONTROL
All of the shares of Farm Fish held by Delta Industries, are pledged as
collateral in connection with indebtedness of Delta Industries to Trustmark
National Bank of Jackson, Mississippi. Should Delta Industries be in default
under that indebtedness, Trustmark National Bank has the option of foreclosing
on the pledged stock.
ELECTION OF DIRECTORS
At the meeting, four directors are to be elected to hold office until the next
Annual Meeting of Stockholders and until their successors are elected and
qualify.
Unless instructed otherwise, the proxies will be voted FOR the nominees listed
below. Any stockholder who wishes to withhold from the proxy holders
authority to vote for the election of directors may do so by marking his
proxy where indicated.
Should any of the management nominees become unable or unwilling to accept
nomination or election, the proxy holders may exercise their voting power
in favor of such other person or persons as the management of Farm Fish may
recommend. However, the management has no reason to believe that any nominee
will be unable or unwilling to serve as director.
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(4) Each beneficial owner has sole voting and investment powers as to all
shares beneficially owned otherwise indicated in these footnotes.
DIRECTORS AND EXECUTIVE OFFICERS
(a) Nominees for Director
Other Positions
Date Term of Director and Offices
Name Age Office Expires Since with Farm Fish
Leland R. Speed 63 Annual Meeting of 1982 Chairman of
Stockholders, 1996 the Board of
Directors
Thomas R. Slough, Jr. 69 Annual Meeting of 1982 President
Stockholders, 1996
T. L. Reed, III 66 Annual Meeting of 1982 None
Stockholders, 1996
W. D. Mounger 70 Annual Meeting of 1984 None
Stockholders, 1996
(b) Executive Officers
Other Positions
Officer and Offices
Name Age Office Held Since with Farm Fish
Leland R. Speed 63 Chairman of 1984 Director
the Board
Thomas R. Slough, Jr. 69 President 1984 Director
David Robison 47 Vice President 1993 None
Charles E. Horne 61 Secretary/Treas. 1984 None
Messrs. Speed, Slough and Horne were first elected as officers on December
3, 1984. Mr. Robison was first elected in 1993. The bylaws provide that the
terms of the present officers will expire when their successors are elected
and qualify.
(c) Family Relationships
There are no family relationships among the directors and officers.
(d) Business Experience for the Past Five Years
(1) (i) Leland R. Speed, Chairman of the Board of Directors of Farm
Fish, and director of Delta Industries. Mr. Speed is also Chief Executive
Officer of The Parkway Company and EastGroup Properties and President of LNH
REIT, Inc., which engage generally in the business of real estate development;
served as Chief Executive Officer of Congress Street Properties, Inc.,
Eastover Corporation and Rockwood National Corporation until 1994 and EB, Inc.
until 1995.
(ii) Thomas R. Slough, Jr., a director and President of Farm
Fish, is the Vice-Chairman, a director and stockholder of Delta Industries,
corporation primarily engaged in marketing ready mix concrete.
(iii) T. L. Reed, III, a director of Farm Fish, is the principal
owner of Silver Creek Plantation, which engages in the business of farm-raised
catfish. Mr. Reed is also President of Producers Feed Company, a cooperative
engaged in the production of catfish feed. Mr. Reed is a director of Guaranty
Bank & Trust Co., Guaranty Agricultural Credit Corporation and Delta
Industries.
(iv) W. D. Mounger, a director of Farm Fish, is President,
director and a principal stockholder of Delta Royalty Company, Inc., a
Mississippi corporation engaged generally in the oil and gas business. Mr.
Mounger is also engaged in various commercial activities, including
independent oil and gas leasing, and is a director of Deposit Guaranty
Corporation, Deposit Guaranty National Bank (Member of Executive Committee)
and Delta Industries.
(v) David Robison, Vice President of Farm Fish, is President
and Chief Executive Officer of Delta Industries, Inc., primarily engaged in
the marketing of ready mix concrete.
(vi) Charles E. Horne, Secretary-Treasurer/Chief Financial
Officer of Farm Fish, is the Secretary-Treasurer/Chief Financial Officer of
Delta Industries.
(2) Directorships of Reporting Entities
Mr. Speed is a director or trustee of First Mississippi
Corporation, The Parkway Company, EastGroup Properties, and LNH REIT, Inc.
Mr. Mounger is a director of Deposit Guaranty Corporation.
(3) Delinquent Filings
Based solely upon a review of: (i) Forms 3 (Reg. # 249.103) and
Forms 4 (Reg. # 249.104) and amendments thereto furnished to Farm Fish
pursuant to Securities and Exchange Commission Rule 16a-3(e) (Reg. # 240.16a-
3(e)) during the fiscal year ended December 31, 1995; (ii) Forms 5 and
amendments thereto (Reg. # 249.105) furnished to Farm Fish during the fiscal
year ended December 31, 1995; and (iii) written representations of officers,
directors and beneficial owners of more than 10% of Farm Fish no-par common
stock, there were not any known failures of such officers, directors or
beneficial owners of more than 10% of Farm Fish no-par common stock to report
transactions required to be reported on the above Forms on a timely basis or
to file a required Form during the fiscal year ended December 31, 1995.
Additionally, there were no late reports made on the above Forms during the
fiscal year ended December 31, 1995.
<PAGE>
COMMITTEES
Farm Fish has no standing audit, nominating or compensation committees. The
entire Board performs such duties.
The Board of Directors is responsible for selecting nominees for the election
of directors, and evaluating the performance of incumbent directors and
determining whether to nominate them for reelection. The Board welcomes
recommendations from shareholders as to nominees for the Board of Directors.
Such recommendations should be made to Thomas R. Slough, Jr., President of
Farm Fish, in writing, at P. O. Box 23109, Jackson, Mississippi 39225-3109.
MEETINGS
The Board of Directors of Farm Fish held six (6) official meetings during the
last fiscal year. Of those meetings, Mr. Mounger attended six (6), Mr. Reed
attended six (6), Mr. Slough attended six (6) and Mr. Speed attended five (5).
In addition, certain actions were taken during the year by unanimous written
consent of all directors in lieu of holding a formal meeting.
EXECUTIVE COMPENSATION
(a) Cash Compensation (5)
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash Compensation
or Number in Group which Served
6 Directors and 0
Executive Officers
(b) (1) Compensation Pursuant to Plans.
None.
(2) Pension Plans.
None.
(3) Stock Option and Stock Appreciation Plans.
None.
(c) Other Compensation.
Not applicable.
(d) Termination of Employment and Change of Control Arrangement.
None.
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(5) The directors and executive officers of Farm Fish received no cash
compensation for services in all capacities to Farm Fish. Mr. Slough, Mr.
Robison, and Mr. Horne are employees of Delta Industries; Delta Industries is
not reimbursed by Farm Fish for the salaries of Mr. Slough, Mr. Robison, and
Mr. Horne.
TRANSACTIONS WITH MANAGEMENT
(a) Transactions Between Farm Fish and Delta Industries
The principal shareholder of Farm Fish is Delta Industries. All members of
the Farm Fish Board of Directors also serve as directors of Delta Industries,
and the senior managements of the two companies are substantially identical.
Since it acquired its first block of Farm Fish stock in October 1982, Delta
Industries has made substantial loans and non-interest bearing advances to
Farm Fish, and has guaranteed significant amounts of Farm Fish's outstanding
indebtedness. As of December 31, 1995, Farm Fish had non-interest bearing
advances payable to Delta Industries in the amount of $2,115,389. As of
December 31, 1995, Delta Industries was guarantor of certain long term debt of
Farm Fish with an outstanding principal balance of $570,000.
LEGAL PROCEEDINGS
There are presently no material pending legal proceedings to which Farm Fish
or its subsidiaries is a party.
HOLDER'S PROPOSALS
In order for holder proposals for the 1997 Annual Meeting of Holders to be
eligible for consideration for inclusion in the Proxy Statement for such
meeting, they must be received at the Company's offices, P.O. Box 23109,
Jackson, Mississippi 39225-3109, no later than December 26, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young was the independent public accountants of Farm
Fish for the fiscal year ending December 31, 1995. Representatives of the
accounting firm are expected to be present at the Stockholders' Meeting to
answer appropriate questions and to make a statement if they so desire.
In the past the independent public accountants have been selected annually by
the Board of Directors, usually at its annual meeting following the
Stockholders' Meeting, and it is contemplated that this procedure will
continue to be followed by the Board.
OTHER MATTERS
The Board of Directors is not aware of any matters other than those outlined
in this Proxy Statement which may be brought before the meeting. If any other
matters properly brought before the meeting, or any adjournment thereof, it is
intended that proxies in the accompanying form will be voted in accordance
with the best judgment of the person or persons acting under the authority of
such proxies.
EXPENSE OF SOLICITATION
The solicitation contemplated hereby is made on behalf of Farm Fish. All
costs and expenses incurred in connection with the solicitation of proxies by
the Board of Directors, including the preparation of this Proxy Statement,
will be paid by Farm Fish.
FORM 10-KSB
Farm Fish's Annual Report on Form 10-KSB, including the financial
statements and the financial statement schedules, is available without charge
to stockholders upon written request. Please write:
Charles E. Horne, Secretary
Farm Fish Inc.
P.O. Box 23109
Jackson, Mississippi 39225-3109
