SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
[x] Definitive Proxy Statement
-----------------------------------
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
(Name of Registrant as Specified in Its Charter)
-----------------------------------
Payment of Filing Fee:
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A
<PAGE>
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
P R 0 X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Douglas Tharp, James Walter
Donaldson, Jr., John V. Brownfield, Judy Phillips, Jim T. Hyatt,
Bill Johnson and James E. Keeler, and each of them, as proxies,
each with full power of substitution, and hereby authorizes them to
represent and to vote, as designated hereon, all shares of common
stock of Mimbres Valley Farmers Association, Inc. held of record by
the undersigned on August 27, 1996 at the annual meeting of
undersigned stockholders of the corporation to be held on October
16, 1996 at 10 a.m. at the Deming Civic Center, 110 South Diamond,
Deming, New Mexico or any adjournment thereof, as indicated on the
proposals described in the proxy statement.
This proxy revokes all proxies previously granted by the
undersigned for any purpose.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no directions
are provided, this proxy will be voted for all proposals.
_____________________________________
Proposals
1. Ratification of the selection of William D. Kennon,
CPA and Arthur Andersen LLP as independent accountants for the
Company for the next fiscal year.
_____ FOR ratification _____ AGAINST ratification _____ ABSTAIN
2. If any other matters are properly brought before the
meeting or any adjournment thereof, the persons named above as
proxies are authorized to vote in accordance with their best
judgment.
_____________________________________
Please sign exactly as name appears hereon, in blue or black
ink. When shares are held by joint tenants, both should sign.
When signing as attorney or as executor, administrator, trustee or
guardian, please give full title as such. If corporation, please
sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
Signature:__________________________________
Date:__________________, 1996
Signature of Joint
Owner (if any):_____________________________
Date:__________________, 1996
Please sign and return this proxy promptly using the enclosed
envelope. Thank you.
<PAGE>
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
September 30, 1996
PROXY STATEMENT
This proxy statement, which is being mailed to shareholders
on or about September 30, 1996, is furnished in connection with the
solicitation of proxies by the Board of Directors of Mimbres Valley
Farmers Association, Inc. for use at the Annual Meeting of
Shareholders to be held on October 16, 1996.
The Annual Meeting is called for the purposes stated in the
accompanying notice of the meeting. All shareholders of the
Company's single class of common stock as of the close of business
on August 27, 1996 are entitled to vote at the meeting. As of that
date, there were outstanding 13,776 shares of the common stock. On
each matter coming before the meeting, a shareholder is entitled to
one vote for each share of stock held as of the record date. No
person was known to own as much as 5% of the common stock as of
August 27, 1996.
If a proxy is properly signed and is not revoked by the
shareholder, the shares it represents will be voted at the meeting
by the Proxy Committee of the Board of Directors in accordance with
the instructions of the shareholder. If no specific instructions
are designated, the shares will be voted as recommended by the
Board of Directors.
A proxy may be revoked at any time before it is voted at the
meeting. Any shareholder who attends the meeting and wishes to
vote in person may revoke his or her proxy at that time by
delivering a written revocation to the Company Secretary.
Otherwise, revocation of a proxy must be sent in writing to the
Company Secretary at 811 S. Platinum, Deming, New Mexico 88030.
Each share will count for one vote; a matter will be adopted
if a majority of shares voted votes in favor, without regard to
abstentions.
The Company will bear the cost of the solicitation of
proxies, consisting principally of printing and mailing expenses.
Solicitations will be made primarily by mail, but to the extent
necessary to assure sufficient representation, some directors,
officers or regular employees of the Company may solicit proxies in
person or by telephone without special compensation.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is no person or group (as the term is used in Section
13(d)(3) of the Securities Exchange Act) who is known to the
Company to be the beneficial owner of more than five percent of the
Company's common stock, which is the only class of the Company's
voting securities.
<PAGE>
<TABLE>
Security ownership of management, including directors, as of
August 27, 1996 is as follows:
Name of beneficial Amount and Nature of Percent
owner Beneficial Ownership<F1><F2> of Common
Stock
Beneficially Held
<S> <C> <C>
John W. Brownfield 86.5 shares *
James W. Donaldson, Jr. 100.5 shares *
Jim T. Hyatt 28 shares *
286 shares <F3> 2.08%
William R. Johnson, III 56.5 shares *
James E. Keeler 240 shares 1.74%
July Phillips 90 shares *
Douglas Tharp 240 shares 1.74%
Daniel Gonzales 10 shares<F4> *
All directors and
executive officers 1137.5 shares 8.26%
________________________
*Less than one percent
<FN>
<F1> Except as discussed in the following paragraph, there are no
shares with respect to which any person listed on this table
has the right to acquire beneficial ownership as specified in
Rules 13d-3(d)(1) of the Securities Exchange Act of 1934.
<F2> Unless otherwise indicated, each person listed has sole
voting and investment power over all shares.
<F3> Shared voting and investment power arising through interests
in partnership and corporation that are owners of record.
<F4> Shared voting and investment power with spouse.
</FN>
Except for a tender offer made June 3, 1996 (the "Tender
Offer") by John V. Brownfield, James W. Donaldson, Jr., Harold
Morrow, Kenny Steven, Frederick Sherman and John Keck (the
"Bidders"), the Company knows of no arrangements, including any
pledge by any person of the Company's common stock, the operation
of which may at a subsequent date result in a change in control of
the Company. Under the Tender Offer, which as of the date of
mailing of this proxy statement is scheduled to expire on November
20, 1996, the Bidders are offering $50.00 per share of Company
stock. If a sufficient number of shares are tendered, and the
Bidders purchase such shares, the Bidders could acquire control of
the Company. The latest notice of an extension of the Tender
Offer, dated September 12, 1996, stated that "[a]s of 9/9/96, there
were approximately 1,486 shares tendered or controlled." This
wording would appear to confound the number of shares tendered with
the number of shares owned by the Bidders and their affiliates
prior to the Tender Offer. The Company believes that the Bidders'
disclosure violates Securities and Exchange Commission Regulation
14e-1(d).
INDEPENDENT PUBLIC ACCOUNTANTS
William D. Kennon, Certified Public Accountant, 908 South
Platinum, Deming, New Mexico 88030, and Arthur Andersen LLP, 6501
Americas Parkway NE, Suite 400, Albuquerque, New Mexico 87110, are
recommended by the Board of Directors as the independent
accountants for the fiscal year ending June 30, 1997. This
represents a change from Morrow and Company, the accountant who was
recommended at last year's meeting. As discussed below, Morrow and
Company resigned its position on June 4, 1996. William B. Kennon,
CPA and Arthur Andersen LLP were appointed as independent
accountants by the Board on June 12, 1996, and have acted in that
capacity since that time.
Representatives from William B. Kennon, CPA and Arthur
Andersen LLP are expected to be present at the annual shareholders'
meeting to respond to appropriate questions, and will have an
opportunity to make a statement if they desire to do so.
On June 4, 1996, the Company received a letter of resignation
by its independent auditors, Morrow & Company, Certified Public
Accountants, 800 West Florida, Deming, New Mexico ("Morrow"), which
had acted in its capacity for eleven years. The full text of the
letter, which is dated June 3, 1996, is as follows:
Dear [Farmers Manager and Board]:
I regret to inform you that due to my involvement in the
acquisition of [Farmers] common stock, I must resign my
position as auditor of the company. Rules of the American
Institute of Certified Public Accountants require the
auditor of the company to be independent. With the
acquisition of one share of stock, I am no longer
independent.
I have appreciated the working relationship I have had
with management, employees and the board for the last
eleven years. If you or my successor should have any
questions, please feel free to contact me at any time.
This resignation is effective immediately.
Sincerely,
Harold C. Morrow, CPA
The reference in Morrow's letter to "involvement in the
acquisition" of Farmers stock apparently refers to Harold Morrow's
role as a Bidder in the Tender Offer. Although the tender
materials state that Harold Morrow entered into an agreement on May
24, 1996 with other members of the acquisition group pertaining to
acquisition of Farmers shares, Farmers was given no advance
notification of either Morrow's resignation or of his participation
in the Tender Offer. Morrow's resignation was neither requested
nor advised by Farmers.
Morrow's reports on Farmers' financial statements for the
past two fiscal years (i.e., fiscal year 1995 and fiscal year 1994)
did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope or
accounting principles. During Farmers' two most recent fiscal
years and any subsequent interim period preceding Morrow's
resignation, there have not been any disagreements with Morrow on
any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Morrow, would
have caused Morrow to make a reference to the subject matter of
disagreements in connection with its report.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholders may submit proposals appropriate for shareholder
action at the Company's 1997 Annual Meeting. In order to be
included in the proxy statement and form of proxy for that annual
meeting, all such proposals must be received by the company no
later than June 3, 1997. Proposals should be directed to
Secretary, Mimbres Valley Farmers Association, Inc., 811 S.
Platinum, Deming, New Mexico 88030.
</TABLE>
