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
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
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
(2) Form, Schedule or Registration Statement no.:
N/A
(3) Filing Party:
N/A
(4) Date Filed:
N/A
<PAGE>
FARM FISH, INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
NOTICE OF
1999 ANNUAL SHAREHOLDERS' MEETING
TO THE STOCKHOLDERS:
Notice is hereby given that the 1999 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 26, 1999, 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, 1999;
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 6, 1999,
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Jayne Dew
Jayne Dew
Secretary
Jackson, Mississippi
April 26, 1999
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, 1999
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 26, 1999, 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 26, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on April 6, 1999,
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 April 1, 1999, 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 *
Jayne Dew 6,500 *
Officers and Directors 50,305 1.88%
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, Leland R. Speed and R. Reed Doyle, were
directors and 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 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%
R. Reed Doyle 30,944 (3) 5.37%
David Robison 17,510 (4) 3.04%
Jayne Dew 500 *
Officers and Directors 101,175 17.56%
As a Group (5 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 22,502 shares held in a trust for the benefit of Mr.
Doyle's mother. Mr. Doyle is the trustee of such trust.
(4)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.
ELECTION OF DIRECTORS
<PAGE>
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 66 Annual Meeting of 1982 Chairman of
Stockholders, 1999 the Board of
Directors
Thomas R. Slough, Jr. 72 Annual Meeting of 1982 President
Stockholders, 1999
W. D. Mounger 73 Annual Meeting of 1984 None
Stockholders, 1999
R. Reed Doyle 46 Annual Meeting of 1998 None
Stockholders, 1999
(b) EXECUTIVE OFFICERS
Other Positions
Officer and Offices
NAME AGE OFFICE HELD SINCE WITH FARM FISH
Leland R. Speed 66 Chairman of 1984 Director
the Board of Directors
Thomas R. Slough, Jr. 72 President 1984 Director
David Robison 50 Vice President 1993 None
Jayne Dew 50 Secretary/Treas 1998 General Manager
of farm operations
<PAGE>
Messrs. Speed and Slough were first elected as officers on December
3, 1984. Mr. Robison was first elected in 1993. Ms. Dew was first elected
in 1998. 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. He is also a
director of Mississippi Valley Gas Company, First Mississippi Corporation
and KLLM Transport Services, Inc.
(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) 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.
(iv) R. Reed Doyle, a director of Farm Fish, is a manager
with Silver Creek Plantation, which engages in the business of farm-raised
catfish. Mr. Doyle has been in the farm-raised catfish industry for over
25 years. Mr. Doyle is a director of Delta Industries.
(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) Jayne Dew, Secretary-Treasurer of Farm Fish, has been the
general manager of the farm operations for Farm Fish since 1983.
(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,
1998; (ii) Forms 5 and amendments thereto furnished to Farm Fish during the
fiscal year ended December 31, 1998; 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, 1998, except Mr. Doyle inadvertently failed to file a Form 3
Upon
<PAGE>
his election as a director. Additionally, there were no late reports
made on the above Forms during the fiscal year ended December 31, 1998.
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
Except for Ms. Dew, the directors and executive officers of Farm
Fish received no cash or other compensation for services in all capacities
to Farm Fish. Mr. Slough and Mr. Robison are employees of Delta
Industries; Delta Industries is not reimbursed by Farm Fish for the
salaries of Mr. Slough or Mr. Robison. 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, 1998, Farm Fish had
non-interest bearing advances payable to Delta Industries in the amount of
$2,148,821. As of December 31, 1998, 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 $485,000.
<PAGE>
(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 at the time, was
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 2000 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,
1999.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP was the independent public
accountants of Farm Fish for the fiscal year ending December 31, 1998.
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.
<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:
Jayne Dew, Secretary
Farm Fish Inc.
P.O. Box 23109
Jackson, Mississippi 39225-3109
<END>
