SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT #3
to
SCHEDULE 13E-3
TENDER OFFER STATEMENT PURSUANT TO SECTION
13(e)(3) OF THE SECURITIES AND EXCHANGE ACT OF 1934
MIMBRES VALLEY FARMERS ASSOCIATION, INCORPORATED
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(Name of subject company)
John V. Brownfield, John E. Keck, J.W. Donaldson, Jr., Frederick H. Sherman,
Kenneth E. Stevens, Harold C. Morrow, Marsha M. Brownfield, D. Keith Brownfield,
Jesse L. Brownfield, Ella Rose MacGibbon, W. Chris Sanders, Pam Sanders, Bradley
T. Sanders, Clinton C. Sanders, Cory S. Sanders, Linda C. Keck, Melinda E.
Dougherty, Sean P. Dougherty, S. Patrick Dougherty, Jr., Christopher J.
Dougherty, Albert P. Keck, II, Caroline C. Keck, Alexandra M. Keck, Julianna D.
Keck, Edward K. Saylor, Victoria M. Saylor, Dianne Donaldson, Jeremy W.
Donaldson, Luke Donaldson, Sarah Donaldson, J.W. Donaldson Company, John Bryan
Johnson, Jill M. Johnson, Johnnie E. Johnson, Kimberly K. Johnson, Ruth Ann
Johnson, Ruth D. Johnson, Janie Jontz Sherman, Jerah E. Sherman, F. Jakub
Sherman, Benjamin M. Sherman, Kathy Strauss, David Strauss, Amy Strauss, Kristin
Strauss, Benjamin K. Sherman, Rena Beth Stevens, Craig Elliot Stevens, Nathaniel
Stevens, Joel Bradley Stevens, Kyle Edward Stevens, Katherine Stevens, Kelley
Stevens, Diane W. Morrow, Ashlee M. Morrow, Dustin W. Morrow, Jordan C. Morrow,
Jack F. Morrow, Betty M. Morrow, Patsy T. Merrill, Frank Merrill, and Morrow &
Company, P.A.
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(Bidders)
Common Stock, $25.00 par value per share
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(Title of Class of Securities)
Mr. James Keeler, President
Mimbres Valley Farmers Association, Inc.
811 South Platinum
Deming, New Mexico 88030
(505) 546-2796
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of bidders)
Copy to:
Mr. Frederick H. Sherman
Sherman & Sherman, P.C.
Post Office Box 850
Deming, New Mexico 88031-0850
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 13E-3 dated June 3, 1996, as heretofore amended and supplemented (the
"Schedule 13E-3"), of the Purchasers and the Mimbres Valley Farmers Association,
Inc., a New Mexico Corporation ("Farmers"), filed in connection with the
Purchasers' offer to purchase all outstanding common stock, par value $25.00 per
share, as set forth in the Schedule 13E-3 (the "Offer").
Item 16. Additional Information.
On July 1, 1996, the Purchasers issued a press release announcing that the
Offer has been extended. The Offer and withdrawal rights will now expire at 12
p.m. (midnight), Eastern Time, on September 16, 1996, unless further extended
with Shares received by deposition of 871 shares.
A copy of the press release issued by the Purchasers is filed as Exhibit
(a)(7) to the Schedule 13E-3 and is incorporated herein by reference and notice.
Item 17. Material to be Filed as Exhibits.
(d)(7) - Press Release, dated July 1, 1996.
(d)(8) - Notice to Shareholders, dated July 1, 1996.
Exhibit (d)(7)
July 1, 1996
Deming Headlight Las Cruces Sun-News
P.O. Box 881 418 Columbus Road
Deming, New Mexico 88031 Deming, New Mexico 88030
RE: Mimbres Valley Farmers Association/Tender Offer to Purchase
For your information:
Regarding the Tender Offer to purchase shares of common stock in the Mimbres
Valley Farmers Association of June 3, 1996, the Purchasers have agreed to extend
the expiration date of the Tender Offer to 12:00 midnight, New York City time,
on September 16, 1996.
Very truly yours,
FREDERICK H. SHERMAN
/cnr
Exhibit (d)(8)
July 1, 1996
All Mimbres Valley Farmers
Association Shareholders
RE: June 3 Tender Offer
Dear Shareholders:
In an effort to please the Board of Directors of Farmers, Inc. and to allow the
stockholders access to as much information as possible, the Purchasers have
agreed to an extension of the offer to purchase to September 16, 1996, with the
condition that Farmers, Inc. provide us with cash flow statements through August
15, 1996, and the audited financial statements, which should be provided by
September 3, 1996. Farmers, Inc. has hired accountants to make an evaluation of
the stock and that is supposed to be provided by August 5, 1996 This agreement
led to the dissolution of the Temporary Restraining Order filed by the Farmers,
Inc.'s board on June 20, 1996.
The Purchasers make no claim whatsoever of the value of the stock beyond the
belief that the value of stock is based on what a willing buyer and a willing
seller might agree. No one is being forced to buy or sell shares. The $50.00
per share offer is at least twice the most recent price historically paid for
Farmers, Inc. stock. Even recent purchases of stock by current board members
other than the Purchasers have been for $25.00 or less. The very least we have
done is increase the price of the stock from $25.00 to $50.00 However, the
Purchasers, as shareholders, believe that this tender offer is something you are
entitled to consider.
As of July 1, 1996, approximately 871 shares have been tendered.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL.
John Brownfield (505) 546-3726
J. W. Donaldson, Jr. (505) 546-7079
Kenny Stevens (505) 546-8869
John Keck (619) 399-5191
Harold Morrow (505) 546-6528
Frederick "Rick" SHERMAN (505) 546-8846
