FORM 8-K/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 1998
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-13963
85-0054230
(State or other jurisdiction of (Commission (I.R.S.
Employer
incorporation or organization) File Number) Identification
No.)
811 South Platinum, Deming, New Mexico
88030
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (505) 546-2769
<PAGE>INFORMATION TO BE INCLUDED IN THE REPORT
THE INFORMATION CONTAINED IN THIS FORM 8-K/A AMENDS, MODIFIES AND
SUPERSEDES
IN ITS ENTIRETY THE INFORMATION CONTAINED IN THE COMPANY'S FORM 8-K
DATED
APRIL 17, 1998.
Item 4. Changes in Registrant's Certifying Accountant.
On March 20, 1998, Mimbres Valley Farmers Association, Inc. (the
"Company") dismissed Arthur Andersen LLP ("Arthur Andersen") as the principal
accountant to audit the Company's financial statements.
The reports of Arthur Andersen on the Company's financial statements
for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
The decision to dismiss Arthur Andersen was based on cost
considerations and the convenience of working with a firm closer to the
Deming, NM area. The Company's Board of Directors approved the decision.
During the two most recent fiscal years and the subsequent interim
period preceding March 20, 1998, there were no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused Arthur Andersen to make
reference to the subject matter of the disagreement in connection with its
report.
There were no fourth quarter audit adjustments made to the 1996
financial statements by the auditors that wold have a material effect on prior
quarters in 1996.
In June 1996, the Company made a dual appointment of William D.
Kennon, CPA and Arthur Andersen LLP as independent accountants of the
Company. A management letter was issued September 27, 1996, to the Company's
Board of Directors containing a reportable condition as a result of their
audit of the Company's financial statements at and for the fiscal year ended
June 30, 1996. The reportable condition was that the Company did not have
qualified and competent executive level accounting/financial management
personnel, including a principal accounting/financial officer.
The management letter stated the following:
This has led to significant inadequacies in the following areas,
among others:
1.Preparation and review of timely and accurate financial information
(historical and budgeted)
2.Establishment, maintenance and enforcement of internal controls, including
policies and procedures.
3.Use of computerized systems to process and report accounting and financial
data.
4.Compliance with Securities and Exchange Commission requirements.
This material weakness, together with its numerous resultant problems,
inaccuracies, errors and control risks has been discussed previously in detail
with the Board of Directors, Audit Committee and management of the Company.
The reportable condition was rectified in the following manner
In October 1996, in response to Arthur Andersen's management letter
comment, the Board of Directors hired as the Company's Chief Financial Officer
a CPA with twelve years experience in public, governmental, and private
industry accounting and a Masters degree in business. The Company's policies,
procedures, and internal controls were reviewed. Policies and procedures were
implemented to establish, maintain and enforce internal controls. The Company
has reorganized its accounting department and its management information
system to provide timely and accurate information.
The Company has engaged competent experienced legal and accounting
professionals to insure compliance with Securities and Exchange Commission
reporting and disclosure requirements.
The Company has provided Arthur Andersen with a copy of this
disclosure and requested that Arthur Andersen furnish the Company with a
letter addressed to the Securities and Exchange Commission (the "Commission")
stating whether it agrees with this disclosure. A copy of the letter from
Arthur Andersen to the Commission is filed as Exhibit 16.1 to this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(C)Exhibits
See the Index to Exhibits which is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: May 15, 1998
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
By: /s/ Garry S. Carter
Garry S. Carter
General Manger, Chief Executive Officer, and
Secretary
(Duly Authorized Representative)
<PAGE> INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
16.1* Letter dated May , 1998 from Arthur Andersen, LLP
to Securities and Exchange Commission.
* Filed Herewith
May 15, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Farmers, Inc. File No. 0-13963
Dear Sir or Madam:
Arthur Andersen LLP and William D. Kennon, C.P.A., in a joint venture,
performed the audit for Mimbres Valley Farmers Association, Inc. d/b/a
Farmers, Inc. for the years ended December 31, 1996 and 1997. For the year
ended December 31, 1997 and 1996, Arthur Andersen LLP and William D. Kennon,
respectively, served as the principal auditor.
We have read Item 4 included in the Form 8-KA dated May 15, 1998 of Mimbres
Valley Farmers Association, Inc. d/b/a Farmers, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Copies to
Mr. Garry Carter, General Manager
Mimbres Valley Farmers Association, Inc. d/b/a Farmers, Inc.
Mr. Karl Gilbert, KPMG Peat Marwick LLP
