SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant ____
Check the appropriate box:
____ Preliminary Proxy Statement ____ Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e(2))
X Definitive Proxy Statement
____ Definitive Additional Materials
____ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FARM FISH, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
______ Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
N/A
(2)Aggregate number of securities to which transaction applies:
N/A
(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)Proposed maximum aggregate value of transaction:
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(5)Total fee paid:
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_____ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(s) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1)Amount previously paid:
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(2)Form, Schedule or Registration Statement no.:
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(4)Date Filed:
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FARM FISH, INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
NOTICE OF
1997 ANNUAL SHAREHOLDERS' MEETING
TO THE STOCKHOLDERS:
Notice is hereby given that the 1997 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 Tuesday, May 27, 1997, 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, 1997; 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 15, 1997,
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 22, 1997
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 27, 1997
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 Tuesday, May 27, 1997, 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 22, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on April 15, 1997,
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.
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, 1997, 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*
No-Par Delta 2,151,061 80%
Common Industries, Inc. shares owned
Jackson, MS of record and
beneficially
SECURITY OWNERSHIP OF MANAGEMENT
Title of Class and Name & Amount and Nature of Percent of
Address of Beneficial Owner Beneficial Ownership** Class
Thomas R. Slough, Jr. 17,805 shares 0.66%
100 W. Woodrow Wilson
Jackson, Mississippi 39213
No-Par Common
W. D. Mounger 25,900 shares 0.96%
1601 Deposit Guaranty Bldg.
Jackson, Mississippi 39201
No-Par Common
David Robison 100 shares >0.01%
100 W. Woodrow Wilson
Jackson, Mississippi 39213
No-Par Common
Charles E. Horne 137 shares >0.01%
100 W. Woodrow Wilson
Jackson, Mississippi 39213
No-Par Common
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* The beneficial owner has sole voting and investment powers as to all shares
beneficially owned.
** Each beneficial owner has sole voting and investment powers as to all shares
owned unless otherwise indicated in these footnotes.
Officers and Directors 43,942 shares 1.63%
As a Group (6 persons)*
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* Class
Thomas R. Slough, Jr. 8,160 shares 1.42%
Common
W.D. Mounger 44,061 shares 7.65%
Common
Leland R. Speed 110,700 shares 1.86%
Common
T. L. Reed, III 87,961 shares 15.27%
Common
David Robison 10 shares >0.01%
Common
Charles E. Horne 444 shares 0.07%
Common
Officers and Directors 151,336 shares 26.27%
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.
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* Note that the directors of Farm Fish 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.
** Each beneficial owner has sole voting and investment powers as to all shares
beneficially owned unless otherwise indicated in these footnotes.
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.
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 64 Annual Meeting of 1982 Chairman of
Stockholders, 1997 the Board of
Directors
Thomas R. Slough, Jr. 70 Annual Meeting of 1982 President
Stockholders, 1997
T. L. Reed, III 67 Annual Meeting of 1982 None
Stockholders, 1997
W. D. Mounger 71 Annual Meeting of 1984 None
Stockholders, 1997
(b) Executive Officers
Other Positions
Officer and Offices
Name Age Office Held Since with Farm Fish
Leland R. Speed 64 Chairman of 1984 Director
the Board of
Directors
Thomas R. Slough, Jr. 70 President 1984 Director
David Robison 48 Vice President 1993 None
Charles E. Horne 62 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 is Chairman of the Board of Directors of Farm Fish
and a director of Delta Industries. Mr. Speed is also Chief Executive Officer
of Parkway Properties, Inc. and EastGroup Properties which engage generally in
the business of real estate development. Mr. Speed had served as Chief
Executive Officer of Congress Street Properties, Inc., Eastover Corporation and
Rockwood National Corporation until 1994 and EB, Inc. until 1995. He is also a
director of Mississippi Valley Gas Company, First Mississippi Corporation and
KLLM.
(ii) Thomas R. Slough, Jr., a director and President of Farm Fish, is
the Vice-Chairman, a director and stockholder of Delta Industries, a 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. 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 Delta Industries. Until February 1997, Mr.
Mounger served as a director of Deposit Guaranty National Bank and Deposit
Guaranty Corporation.
(v) David Robison, Vice President of Farm Fish, is President and
Chief Executive Officer of Delta Industries, a corporation 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, a corporation primarily engaged in the marketing of ready mix
concrete.
(2) Directorships of Reporting Entities
Mr. Speed is a director or trustee of First Mississippi Corporation,
Parkway Properties, Inc., EastGroup Properties, and KLLM.
(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, 1996; (ii) Forms 5 and amendments thereto
(Reg. # 249.105) furnished to Farm Fish during the fiscal year ended December
31, 1996; 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, 1996. Additionally, there were no late
reports made on the above Forms during the fiscal year ended December 31, 1996.
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 official meetings during the
last fiscal year. Of those meetings, Mr. Mounger attended six, Mr. Reed
attended six, Mr. Slough attended six and Mr. Speed attended five. 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*
CASH COMPENSATION TABLE
Name of Individual Capacities in Cash Compensation
or Number in Group which Served
6 Directors and 0
Executive Officers
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* 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 or Mr. Horne.
(b) (1) Compensation Pursuant to Plans.
None.
(2) Pension Plans.
None.
(3) Stock Option and Stock Appreciation Plans and Long-Term
Incentive Plans.
None.
(c) Other Compensation.
Not applicable.
(d) Termination of Employment and Change of Control Arrangement.
None.
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, 1996, Farm Fish had non-interest bearing
advances payable to Delta Industries in the amount of $2,099.250. As of
December 31, 1996, Delta Industries was guarantor of a Farm Fish short-term and
long-term note payable to Deposit Guaranty National Bank with an outstanding
principal balance of $1,075,000.
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 1998 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, 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP was the independent public accountants of
Farm Fish for the fiscal year ending December 31, 1996. 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
