SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event report): June 4, 1996
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
NEW MEXICO
(State or other jurisdiction of incorporation)
0-13963
(Commission File Number)
85-0054230
(IRS Employer Identification Number)
811 South Platinum, Deming, New Mexico 88030
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 546-2769
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 4, 1996, Mimbres Valley Farmers Association, Inc.
("Mimbres") 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 [Mimbres Manager and Board]:
I regret to inform you that due to my involvement in the
acquisition of [Mimbres] 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 Mimbres stock apparently refers to Harold Morrow's
role as a participant in an acquisition group which has made a
tender offer to Mimbres shareholders. The tender offer is dated
June 3, 1996, expires on July 1, 1996, and offers to purchase all
outstanding Mimbres stock for $50.00 per share. The tender
materials recite that appropriate filings, which would include
additional details about the tender offer, have been made with the
Securities and Exchange Commission.
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 Mimbres shares,
Mimbres was given no advance notification of Morrow's resignation.
Morrow's resignation was neither requested nor advised by Mimbres.
Prior to its resignation, Morrow had not expressed any concern
or reservation to Mimbres about Mimbres' business or financial
affairs. Specifically, Morrow's reports on Mimbres' financial
statements for the past two fiscal years 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 Mimbres' 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
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satisfaction of Morrow, would have cause Morrow to make a reference
to the subject matter of disagreements in connection with its
report.
Mimbres has secured the services of William D. Kennon, CPA,
908 South Platinum Avenue, Deming, New Mexico to replace Morrow.
Pursuant to Item 304(a)(3) of Regulation S-K, Mimbres will
deliver a copy of this Form 8-K to Morrow no later than the date
this Form 8-K is filed with the SEC, with the request that Morrow
furnish Mimbres a letter addressed to the SEC stating whether or
not it agrees with the statements herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
16.1 Letter re change in Certifying Accountant (to be filed
by amendment).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Mimbres has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Deming, State of New Mexico, on June 10, 1996.
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
By: James Keeler
James Keeler
President
