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):
_____ No fee required.
X 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:
COMMON STOCK
(2) Aggregate number of securities to which transaction applies:
2,688,605
(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):
$1,800,000
(4) Proposed maximum aggregate value of transaction:
$1,800,000
(5) Total fee paid:
$360.00
X 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
FARM FISH, INC.
P. O. BOX 23109
JACKSON, MISSISSIPPI 39225-3109
NOTICE OF
2000 ANNUAL STOCKHOLDERS MEETING
TO THE STOCKHOLDERS:
Notice is hereby given that the 2000 Annual Meeting of Stockholders
(the "Meeting") of Farm Fish, Inc. ("Farm Fish" or the "Company") will be
held at the offices of Farm Fish, 100 West Woodrow Wilson Drive, Jackson,
Mississippi at 10:00 a.m., Jackson time, on Monday, December 27, 2000, for
the following purposes:
1. To approve the sale of substantially all the assets of Farm Fish,
excluding inventory, to H&S Fish Farms, Inc. ("H&S");
2. To approve a plan to dissolve and liquidate the Company following
the sale to H&S;
3. To elect four (4) directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected
and qualified;
4. To ratify the appointment of Ernst & Young LLP as independent
public accountants for the fiscal year ending December 31, 2000;
and
5. To consider and take action upon such other matters as may
properly come before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on November 1,
2000, 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
December 4, 2000
STOCKHOLDERS 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 STOCKHOLDERS
TO BE HELD DECEMBER 27, 2000
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 10:00 a.m. Monday, December 27, 2000,
at the offices of Farm Fish, 100 West Woodrow Wilson Drive, Jackson,
Mississippi, 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 following proposals:
1. PROPOSAL ONE - The proposed sale of substantially all of the assets
of the Company, excluding inventory, to H&S Fish Farms, Inc. ("H&S").
Farm Fish will cease operation and wind up the affairs of the Company
as promptly as practicable after the completion of the sale of assets
to H&S.
2. PROPOSAL TWO - The proposed liquidation and dissolution of the
Company. Farm Fish intends to cease operations and wind-up the
affairs of the Company and formally dissolve as promptly as
practicable after the completion of the sale of the Company's assets
to H&S.
3. PROPOSAL THREE - The election of four (4) directors to the Board of
the Company.
4. PROPOSAL FOUR - The ratification of the selection of Ernst & Young as
the independent accountants for the 2000 fiscal year.
The stockholders will also be asked to vote on any other matters which
may properly come before the meeting.
NECESSARY APPROVAL
The approval of each matter to come before the meeting requires the
affirmative vote of a majority of the total votes cast at the meeting,
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 proposed sale and liquidation and 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 December 6, 2000.
LIQUIDATION AND DISSOLUTION OF THE COMPANY
Beginning in approximately May 1999, the Board of Directors of the
Company determined that it should review the strategic outlook for the
Company's operations. After reviewing the Company's prospects, the Board
considered a range of options for the Company and decided to evaluate three
strategic options for Farm Fish: (1) continuing Farm Fish's operations
consistent with past years, (2) selling the Company in total as an ongoing,
operating company, and (3) selling the Company's inventory of fish in an
orderly manner without restocking in conjunction with a sale of the
tangible assets of the Company separately without operations.
In recent years the Company has experienced declining profitability.
Due to market factors beyond the control of the Company, management is
unable to predict with any degree of confidence the future profitability of
the Company. Further, due to the age of the Company's ponds and other
improvements, management believes a significant infusion of capital will be
necessary in the next few years to improve the Company's ponds. In light
of these considerations, the Board determined that it would be in the best
interest of the stockholders to consider a sale of the Company.
The Company has actively solicited offers from other fish farmers and
from fish processors. The Company also contacted a broker in New York City
who attempted to structure a transaction. This broker ultimately was
unable to make a formal offer to the Company. The Company did receive two
to three offers from other farmers. However, due to the low prices of the
offers, management considered these offers to be inadequate. After
repeated attempts to sell the Company as a going concern, the Board
determined, due to the lack of offers at a reasonable price level, that
this was not a viable alternative.
After unsuccessful solicitations and negotiations regarding a sale of
the entire Company on a going concern basis, the Board of Directors decided
to pursue the third option listed above. The Board identified and
solicited prospective purchasers of the Company's tangible assets and has
continued to sell its fish inventory in the ordinary course of business
without restocking. A business acquaintance of Mr. Reed Doyle, one of the
Company's directors, told Mr. Doyle that Mr. Walter William Heigle, III and
Mr. Jason W. Smith might be interested in purchasing the assets of the
Company. Mr. Doyle suggested that Messrs. Heigle and Smith contact Dave
Robison to discuss the possibility of structuring a transaction. After
preliminary discussions, Messrs. Heigle and Smith indicated a serious
interest in pursuing the purchase of the assets of the Company. Messrs.
Smith and Heigle formed H&S Fish Farms, Inc., a Mississippi corporation
("H&S"), on April 13, 2000, in order to close the purchase of Farm Fish's
assets.
Messrs. Heigle and Smith became aware of the Company's desires to sell
its assets through general knowledge in the industry. H&S has demonstrated
an ability to raise sufficient funds to close the contemplated transaction
and will have equity of at least $300,000 at the time of the closing. The
Board of Directors authorized the officers of the Company to enter into
negotiations with H&S concerning the sale of the Company's assets. After
lengthy negotiations of the terms and documentation of the proposed
transaction, Farm Fish and H&S entered into an Asset Purchase Agreement, a
Real Property Lease Agreement and an Equipment Lease Agreement. The Asset
Purchase Agreement and the transactions contemplated therein are subject to
the approval of Farm Fish's stockholders. The transactions contemplated by
such documents are collectively referred to as the "H&S Transaction".
These documents are attached hereto as Exhibit A and are discussed in more
detail below. Please review each document in its entirety.
As part of the overall dissolution of the Company, the Company will
continue in existence after the closing of the H&S Transaction to effect an
orderly winding-up of the affairs of the Company. During this period the
Company will continue to make filings with the Securities and Exchange
Commission as required by law. Upon completion of the winding-up, the
Company intends to formally and completely dissolve at which time the
Company will cease to exist. It is anticipated that the dissolution and
liquidation of the Company will include satisfying all of Farm Fish's
liabilities and obligations to creditors in full, including advances
payable to Delta Industries, Inc. ("Delta Industries"), and distributing
all remaining proceeds to the stockholders on a pro rata basis. It is
anticipated that any remaining funds would not be distributed to
stockholders until at least 180 days after closing of the H&S Transaction.
Management believes that the proceeds from the H&S transaction plus the
revenues from the continued sale of fish inventory will be sufficient to
allow a distribution to the stockholders. However, due to numerous factors
beyond the Company's control, including the price of fish, cost of feed,
timing of fish sales, there can be no assurances that the profits, if any,
that will be obtained from future sales of fish inventory. Therefore,
management cannot predict the amount of any potential distribution. The
Plan of Liquidation is attached hereto as Exhibit B.
SPECIAL CONSIDERATION - CONFLICT OF INTEREST
Delta Industries owns 80% of the issued and outstanding shares of
common stock of the Company. As of August 31, 2000, the Company was
indebted to Delta Industries in the amount of $2,164,965.00. Each of the
members of the Board of Directors of Farm Fish is also a director of Delta
Industries. In addition, all of the Directors, except Mr. Speed, are
stockholders of Delta Industries. It is anticipated that, as part of the
dissolution and liquidation of the Company, the advances payable to Delta
Industries will be paid in full prior to any distributions to stockholders.
It is also contemplated that Delta Industries will purchase the Promissory
Note delivered by H&S as part of the purchase price of the assets. If Delta
Industries purchases the promissory note, it intends to purchase the note
at face value.
Neither H&S nor any of its affiliates is an affiliate of either Delta
Industries or Farm Fish. H&S is an independent corporation. There are no
stockholders or directors of H&S who are stockholders or directors of
either Farm Fish or Delta Industries.
Based on the above referenced conflicts of interest, the Board of
Directors of the Company does not make a recommendation either for or
against PROPOSAL ONE - the H&S transaction (sale of substantial all of the
Company's assets to H&S) or PROPOSAL TWO - dissolution and liquidation of
the Company. However, Delta Industries has indicated to the Company that
it intends to vote its shares of common stock of Farm Fish in favor of the
proposal to dissolve and liquidate the Company.
STRUCTURE OF H&S TRANSACTION
After unsuccessfully attempting to negotiate the sale of the Company
as a going concern, the Board of Directors determined that it was in the
best interest of the stockholders for Farm Fish to sell its entire
inventory of fish, in the ordinary course of business without restocking,
to third parties prior to closing of the H&S Transaction. Some fingerlings
and brood fish have been sold to H&S in the ordinary course of business.
It is anticipated that liquidation of the fish inventory will require
several months to accomplish based on growth rates, flavor requirements and
market conditions. The Asset Purchase Agreement allows for a future
closing date in order to permit the Company to continue the sale of its
existing fish inventory.
As a condition to agreeing to a delayed closing, H&S requested that
the Company enter into a Real Property Lease Agreement and Equipment Lease
Agreement. These leases allow H&S immediate access to and use of certain
equipment, improvements and ponds prior to closing. This allows H&S to
immediately commence its operations and conduct improvements to certain
ponds. The Real Property Lease pertains to land and ponds which are no
longer in production because Farm Fish has removed its fish inventory from
such ponds. The Equipment Lease pertains to the lease of certain equipment
which is subject to the Asset Purchase Agreement but is not necessary for
Farm Fish's current operations. Both lease agreements will terminate upon
the earlier of closing of the H&S Transaction or December 31, 2002.
TERMS OF ASSET PURCHASE AGREEMENT
Farm Fish will transfer to H&S at closing certain designated assets
and H&S may assume certain contractual obligations. The purchase price is
$1,800,000. H&S will pay $300,000 in cash. H&S will execute and deliver a
negotiable promissory note payable to the order of the Company in the
amount of $1,500,000 (the "Note"). The terms of the Asset Purchase
Agreement provide for a closing thirty (30) days after the Company
completes the sale of its fish inventory provided the Company is prepared
to deliver possession of all real property at that time. In addition, the
closing is required to occur no later than December 31, 2002.
The Note will bear interest at the rate of six percent (6%) per annum.
H&S will be required to make quarterly payments in the amount of $50,140.77
which will fully amortize the principal of the Note over a ten (10) year
term. The maturity date will be ten (10) years from the closing date. The
Note will be secured by a first deed of trust and security agreement
covering all real and personal property being transferred by the Company to
H&S as part of the H&S Transaction.
The Company will also transfer to H&S certain of its shares in
Producer's Feed Cooperative at a purchase price of $25.00 per share. H&S
purchased 200 of such shares from the Company at the time it executed the
Asset Purchase Agreement for a total payment of $5,000. H&S has an option
to purchase the remaining 1708 shares of Producer's Feed at closing of the
H&S Transaction for $25.00 per share. If H&S declines to purchase such
shares, the Company will attempt to find another purchaser.
H&S has deposited an escrow deposit in the amount of $100,000 with
First American Title Insurance Company to be held in accordance with the
terms of the Asset Purchase Agreement. The Asset Purchase Agreement
requires proration of certain expenses at closing such as taxes and
utilities. Prior to execution of the Asset Purchase Agreement, H&S made an
inspection of the assets to be transferred including an environmental
analysis and was satisfied with the results of all such inspections and
reports.
The H&S Transaction is structured as an "AS IS WHERE IS" transaction
with limited representations and warranties. The representations and
warranties of the Company and H&S survive the closing for a period of 180
days. However, the real property will be transferred by a general warranty
deed and the personal property will be transferred by a special warranty
bill of sale. The Asset Purchase Agreement contains certain operating
covenants that prohibit the Company from making distributions to
stockholders for a period of 180 days following closing. The Asset
Purchase Agreement also sets out certain conditions to each party's
obligation to close in Articles 7 and 8. The Company has the risk of any
casualty loss to the assets prior to closing. There are no broker or
finder fees payable as a result of the H&S Transaction.
This summary of the terms of the Asset Purchase Agreement is qualified
in its entirety by the exact terms of the attached agreement.
TERMS OF REAL PROPERTY LEASE
The Real Property Lease relates to the current lease of certain land
and related ponds by H&S from Farm Fish. The water acres subject to the
lease are no longer required by Farm Fish as part of its operations. The
leased area may increase from time to time as Farm Fish removes its fish
inventory from ponds.
H&S pays rent of $100 per month until H&S places a pond in use.
Thereafter the rent is based on a six percent (6%) interest factor on the
mutually agreed value of the pond that has been placed in use. The rent is
payable monthly and the lease expires at the earlier of closing of the H&S
Transaction or December 31, 2002.
H&S is required to carry certain insurance as a condition of the
lease. H&S is also required to operate the property free of hazardous
substances. There are not broker or finder fees payable as a result of the
Real Property Lease.
This summary of the terms of the Real Property Lease Agreement is
qualified in its entirety by the exact terms of the attached agreement.
TERMS OF EQUIPMENT LEASE AGREEMENT
The Equipment Lease relates to the current lease of certain personal
property by H&S from Farm Fish. These assets are no longer required by
Farm Fish as part of its operations. The assets are being leased in their
existing "AS IS" condition.
H&S pays rent of $443 per month which is based on a six percent (6%)
interest factor on the agreed value of the leased equipment of $88,600.
The rent is payable monthly and the lease expires at the earlier of closing
of the H&S Transaction or December 31, 2002.
H&S is required to carry certain insurance as a condition of the
lease. H&S is also required to operate the property free of hazardous
substances. There are no broker or finder fees payable as a result of the
Equipment Lease.
This summary of the terms of the Equipment Lease Agreement is
qualified in its entirety by the exact terms of the attached agreement.
APPRAISAL RIGHTS
Stockholders of Farm Fish are NOT entitled to appraisal rights
pursuant to Section 79-4-13 ET. SEQ. of the Mississippi Business
Corporation Act in connection with the dissolution, liquidation and winding
up of the Company.
OPERATIONS FOLLOWING CLOSING/LIQUIDATION
Farm Fish intends to wind up and cease operations after closing of the
H&S Transaction. This process will take approximately 180 days after the
closing of the H&S Transaction and will include payment in full of all
liabilities and obligations, including all advances payable to Delta
Industries. Farm Fish plans to sell and transfer the Note to Delta
Industries at face value without representation as part of its winding up
process. All net proceeds after satisfaction of all liabilities and
obligations will be available for distribution to the stockholders on a
pro rata basis. It is contemplated that such distributions will occur as
soon as practicable after the expiration of the 180 day period after closing
of the H&S Transaction. The Company will continue to sell it existing
inventory of fish until the inventory is exhausted. After the inventory is
sold and distributions to stockholders completed, the Company intends
to formally dissolve at which time the Company will cease to exist.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on November 1,
2000, 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 November 1, 2000, 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 *
Leland R. Speed 0 *
W.D. Mounger 25,900 *
R. Reed Doyle 0 *
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 were also
directors of Delta Industries. Thomas R. Slough, Jr., W. D. Mounger and R.
Reed Doyle were also stockholders of 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.
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%
Leland R. Speed 0 *
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 (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 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
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 68 Annual Meeting of 1982 Chairman of
Stockholders, 2000 the Board of
Directors
Thomas R. Slough, Jr. 73 Annual Meeting of 1982 President
Stockholders, 2000
W. D. Mounger 74 Annual Meeting of 1984 None
Stockholders, 2000
R. Reed Doyle 47 Annual Meeting of 1998 None
Stockholders, 2000
(b) EXECUTIVE OFFICERS
Other Positions
Officer and Offices
NAME AGE OFFICE HELD SINCE WITH FARM FISH
Leland R. Speed 68 Chairman of 1984 Director
the Board of Directors
Thomas R. Slough, Jr. 73 President 1984 Director
David Robison 51 Vice President 1993 None
Jayne Dew 51 Secretary/Treas1998 General Manager
of farm operations
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 and First Mississippi
Corporation.
(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,
1999; (ii) Forms 5 and amendments thereto furnished to Farm Fish during the
fiscal year ended December 31, 1999; 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, 1999. Additionally, there were no late reports made on the
above Forms during the fiscal year ended December 31, 1999.
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 stockholders 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 6 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 stockholder 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 August 31, 2000, Farm Fish had
non-interest bearing advances payable to Delta Industries in the amount of
$2,164,965.00. As of August 31, 2000, Delta Industries was guarantor of a
Farm Fish short-term and long-term
note payable to AmSouth National Bank with an aggregate outstanding
principal balance of $1,515,000.
(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 March 1,
2001.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP was the independent public
accountants of Farm Fish for the fiscal year ended December 31, 1999.
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
A copy of the Farm Fish's Annual Report on Form 10-KSB, including
the financial statements and the financial statement schedules, is being
delivered with this Proxy, a copy is also available without charge to
stockholders upon written request. Please write:
Jayne Dew, Secretary
Farm Fish Inc.
P.O. Box 23109
Jackson, Mississippi 39225-3109
Appendix
Form of Proxy
Farm Fish, Inc.
Proxy Solicited by the Board of Directors for Annual Meeting of
Stockholders
December 27, 2000
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 December 27, 2000, and at any adjournment
thereof, subject to any directions indicated on this card.
1. Proposal 1 - Sale of substantially all of the assets of Farm Fish to
H&S Fish Farms, Inc.
[ ] For [ ] Against [ ] Abstain
2. Proposal 2 - Liquidation and dissolution of Farm Fish after completion
of the H&S Transaction.
[ ] For [ ] Against [ ] Abstain
3. Proposal 3 - election of directors.
[ ] For All [ ] Withhold All [ ] For All Except
Nominees: Thomas R. Slough, Jr., Leland R. Speed, W.D. Mounger and R. Reed
Doyle
____________________________________________________
(Except Nominee(s) written above)
4. Proposal 4 - Ratify the appointment of Ernst & Young LLP as
independent public accountants for the fiscal year ending December 31,
2000.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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 proposals 1, 2, 3 and 4
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 __________________, 2000 ____________________________
Signature(s) of Stockholder(s)
Farm Fish, Inc.
Annual Meeting
December 27, 2000
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.
