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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 Section 240.14a-11(c) or Section 240.14a-12
FARM FISH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(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):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) 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:
N/A
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FARM FISH, INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
NOTICE OF
1998 ANNUAL SHAREHOLDERS' MEETING
TO THE STOCKHOLDERS:
Notice is hereby given that the 1998 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 26, 1998, 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, 1998; 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 29, 1998, 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
May 4, 1998
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
<PAGE>
FARM FISH, INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 1998
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 26, 1998, 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 May 4, 1998.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on April 29, 1998, 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.
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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 April 1, 1998, more than five percent of the Shares
outstanding except as set forth in the following table:
Stockholder Number of Shares of Percent of
- ---------------------------------- Common Stock Owned(1) Class
--------------------- -----------
Delta Industries, Inc. 2,151,061 80%
100 W. Woodrow Wilson
Jackson, MS 39213
SECURITY OWNERSHIP OF MANAGEMENT
Stockholder Number of Shares of Percent of
- ---------------------------------- Common Stock Owned(1) Class
--------------------- ----------
Thomas R. Slough, Jr. 17,805 *
W.D. Mounger 25,900 *
David Robison 100 *
Charles E. Horne 137 *
Officers and Directors 43,942 1.63%
As a Group (6 persons)(2)
- ----------
*Less than 1%.
(1)Each beneficial owner has sole voting and investment powers as to all
shares beneficially owned unless otherwise indicated in these footnotes.
(2)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.
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DELTA INDUSTRIES, INC. STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
Title of Class
and Name of Number of Shares of Percent of
Beneficial Owner Common Stock Owned(1) Class
- ----------------------- --------------------- -----------
Thomas R. Slough, Jr. 8,160(2) 1.42%
W.D. Mounger 44,061 7.65%
Leland R. Speed 10,700 1.86%
T. L. Reed, III 87,961 15.27%
David Robison 17,510(3) 3.04%
Charles E. Horne 444 *
Officers and Directors 168,836 29.31%
As a Group (6 persons)
- ----------
*Less than 1%.
(1)Each beneficial owner has sole voting and investment powers as to all
shares beneficially owned unless otherwise indicated in these footnotes.
(2)Does not include 3133 shares held in a custodial account for the benefit
of Mr. Slough's son. Mr. Slough has investment and voting power over such
shares.
(3)Includes 17,500 shares which Mr. Robison has the right to acquire
through the exercise of options.
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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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
<TABLE>
<CAPTION>
Other Positions
Date Term of Director and Offices
Name Age Office Expires Since with Farm Fish
- ---------------------------------------- --------------------- ----------------- ----------- --------------
<S> <C> <C> <C> <C>
Leland R. Speed 65 Annual Meeting of 1982 Chairman of
Stockholders, 1998 the Board of
Directors
Thomas R. Slough, Jr. 71 Annual Meeting of 1982 President
Stockholders, 1998
T. L. Reed, III 68 Annual Meeting of 1982 None
Stockholders, 1998
W. D. Mounger 72 Annual Meeting of 1984 None
Stockholders, 1998
(b) Executive Officers
Other Positions
Officer and Offices
Name Age Office Held Since with Farm Fish
- ---------------------------------------- --------------------- ----------------- ----------- --------------
Leland R. Speed 65 Chairman of 1984 Director
the Board of
Directors
Thomas R. Slough, Jr. 71 President 1984 Director
David Robison 49 Vice President 1993 None
Charles E. Horne 63 Secretary/Treas. 1984 None
</TABLE>
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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 Chairman of Parkway
Properties, Inc. and EastGroup Properties, Inc. 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) Delinquent Filings
Based solely upon a review of: (i) Forms 3 and Forms 4 and amendments
thereto furnished to Farm Fish pursuant to Securities and Exchange Commission
Rule 16a-3(e) during the fiscal year ended December 31, 1997; (ii) Forms 5 and
amendments thereto furnished to Farm Fish during the fiscal year ended December
31, 1997; 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
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to be reported on the above Forms on a timely basis or to file a required Form
during the fiscal year ended December 31, 1997. Additionally, there were no late
reports made on the above Forms during the fiscal year ended December 31, 1997.
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. No director attended less than 75% of the meetings. 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
The directors and executive officers of Farm Fish received no cash or other
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. Farm Fish does not maintain any type of pension or other benefit plan
for officers of the Company. None of the officers have employment or severance
arrangements contracts with the Company.
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, 1997, Farm Fish had non-interest bearing
advances payable to Delta Industries in the amount of $2,169,856. As of December
31, 1997, 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 $1,176,997.
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(b) Transactions Between Farm Fish and Silver Creek Plantation
In September 1997 the Company purchased 591 shares of stock in Delta Pride
Catfish, Inc., a cooperative of catfish producers, from Silver Creek Plantation.
T.L. Reed, a director of the Company, is the owner and president of Silver Creek
Plantation. The stock was purchased for cash in the amount of $111,226, plus the
assumption of $333,090 in operating losses of Delta Pride allocated to such
stock. The Board of Directors approved the transaction and the purchase price
after reviewing recent, comparable sales of Delta Pride stock.
LEGAL PROCEEDINGS
There are presently no material pending legal proceedings to which Farm Fish
or its subsidiaries is a party.
STOCKHOLDER'S PROPOSALS
In order for holder proposals for the 1999 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, 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP was the independent public accountants of Farm
Fish for the fiscal year ending December 31, 1997. 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.
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<PAGE>
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
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<PAGE>
FARM FISH, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1998
The undersigned hereby appoints Thomas R. Slough, Jr. and Leland R.
Speed and each of them, with power of substitution in each of them, as the true
and lawful agents and proxies of the undersigned to vote the stock of the
undersigned at the Annual Meeting of the Stockholders of the Company to be held
on May 26, 1998, and at any adjournment thereof, subject to any directions
indicated on this card.
Your vote for the election of directors may be indicated below.
Nominees are: T.L. Reed, III, Thomas R. Slough, Jr., Leland R. Speed, and W.D.
Mounger.
To vote your shares for all director nominees, or to withhold voting
from all nominees, check the appropriate box below. If you do not wish your
shares voted for a particular nominee, check the "For" box and enter the name(s)
of the exception(s) in the space provided:
Election of all Directors For* [_] Withhold [_]
* If you wish to withhold authority to vote for specific nominees, set our their
names below.
- ------------------------------- -------------------------------
- ------------------------------- -------------------------------
The Board of Directors recommends a vote for the nominees for directors
as set forth herein and in the Proxy Statement. Discretionary authority is
granted with respect to such other matters as may properly come before the
meeting.
(Over)
This proxy covers all Common Stock registered in the name of the
stockholder(s) whose signatures appear on this card.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE ELECTION OF FOUR (4)
DIRECTOR NOMINEES OF THE CORPORATION, AND IN THE DISCRETION OF THE PROXIES WITH
RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Please date and sign this proxy. Joint owners should each sign. If the
signer is a corporation please sign full corporate name by duly authorized
officer. If a partnership, please sign in partnership name by authorized person.
Executors, administrators, trustees, etc., should give full title as such.
Dated , 1998
--------------- ---------------------------------
---------------------------------
Signature(s) of Stockholder(s)
FARM FISH, INC.
ANNUAL MEETING
May 26, 1998
10:00 a.m. CST
Offices of
Jackson Ready Mix
100 West Woodrow Wilson Drive
Jackson, Mississippi
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. PLEASE RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
U.S.A.
