SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) or Rule 14a-12
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
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2) Form, Schedule or Registration Statement No:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
(505) 546-2769
NOTICE AND PROXY STATEMENT
For Annual Meeting of Shareholders
To Be Held on October 21, 1998
To the Shareholders:
The 1998 Annual Meeting of the Shareholders of Mimbres Valley Farmers
Association, Inc. (the "Company") will be held on October 21, 1998 at 10 a.m.
at the Deming Civic Center, 110 South Diamond, Deming, New Mexico, for the
following purposes:
1. To elect four directors to hold office for three year terms;
2. To approve and ratify the appointment of Torres, Jones & Company PC
as the Company's independent auditors; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof, including proposals to adjourn
from time to time. Management is not currently aware of any other business
to come before the Annual Meeting.
Holders of Common Stock of record at the close of business on September
2, 1998 are entitled to receive notice of and to vote at the Annual Meeting
or any adjournment thereof. Shares of Common Stock can be voted at the
Annual Meeting only if the holder is present at the Annual Meeting in
person or by valid proxy.
The officers and directors of the Company cordially invite you to attend
the Annual Meeting. Even if you plan to attend the Meeting in person, you
are requested to complete, date and sign the enclosed form of proxy and
return
it promptly in the envelope provided so that your shares may be voted in
accordance with your wishes. If you attend the meeting, you may vote your
shares in person, even though you have previously signed and returned your
proxy. Please direct your attention to the attached Proxy Statement.
By Order of the Board of Directors
/s/ Garry S. Carter
General Manager and Board Secretary
Deming, New Mexico
October 1, 1998
Attachments: (1) Proxy Statement
(2) Proxy
(3) Annual Report on Form 10-KSB
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
PLEASE MARK, DATE, SIGN AND MAIL YOUR ENCLOSED PROXY PROMPTLY
<PAGE>
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
(505) 546-2769
PROXY STATEMENT
INTRODUCTION
The Board of Directors (the "Board") of Mimbres Valley Farmers
Association, Inc. is furnishing you this Proxy Statement and soliciting your
proxy in connection with the Annual Meeting of Shareholders to be held at the
Deming Civic Center, 110 South Diamond, Deming, New Mexico, on October 21,
1998, at 10:00 a.m. or at any adjournments thereof, for the purposes stated
in the Notice of Annual Meeting. The Company is mailing the proxy materials
on or about October 1, 1998 to holders of shares of Common Stock of the
Company of record at the close of business on September 2, 1998
(the "Record Date").
At the close of business on September 2, 1998 the Company had 13,776
shares of Common Stock outstanding. The Company does not know of any person
who owns 5% or more of the common stock as of September 2, 1998.
To simplify the language in this document, the "Company" means Mimbres
Valley Farmers Association, Inc., and "you" means the Shareholder, who is the
person or company that signs the Proxy.
The Company will bear the cost of soliciting the proxies. In addition
to the use of the mail, the Company's officers and directors or their
representatives may solicit proxies by personal interview, telephone or
telegraph. The Company has no plans or arrangements to use a paid proxy
solicitor in connection with the solicitation of proxies.
Voting and Vote Required
Each share of Common Stock outstanding at the Record Date is entitled to
one vote on each matter of business to be considered at the Annual Meeting.
The presence, either in person or by properly executed proxy, of the holders
of record of a majority of the voting power of the issued and outstanding
Common Stock who are entitled to vote, will constitute a quorum at the Annual
Meeting.
If you properly sign and return the enclosed proxy to the Company in
time to be voted at the Annual Meeting, your shares will be voted as you
specify on the proxy, unless you properly revoke it prior to the Annual
Meeting.
If you do not make any specification in your proxy as to any one or more of
the
proposals, the shares represented by your proxy will be voted for the
election of the nominees for directors named below, for the approval and
ratification of the appointment of the independent auditors named below
and, with respect to any other matters that may come before the Annual
Meeting, at the discretion of the proxy holders.
You may revoke your proxy at any time prior to its exercise by (i)
attending the Annual Meeting and voting in person, (ii) duly executing and
delivering a proxy bearing a later date, or (iii) sending a written notice of
revocation to the Secretary of the Company at the Company's principal
executive offices.
The Board will duly appoint certain individuals to act as inspectors of
election for the Annual Meeting. The inspectors of election will tabulate
all of the votes cast at the Annual Meeting. The inspector of election for
the Annual Meeting will treat shares represented by a properly signed and
returned proxy as present at the Annual Meeting for purposes of determining a
quorum, without regard as to whether the proxy is marked as casting
a vote or abstaining. Likewise, the inspectors of election will treat shares
of stock represented by "broker non-votes" as present for purposes of
determining a quorum. "Broker non-votes" are proxies with respect to shares
held in record name by brokers or nominees, as to which (i) instructions
have not been received from the beneficial owners or persons entitled
to vote, (ii) the broker or nominee does not have discretionary voting power
under applicable national securities exchange rules or the instrument under
which it serves in such capacity, and/or (iii) the record holder has
indicated
on the proxy card or otherwise notified the Company that it does not have
authority to vote such shares on that matter.
The election of the directors as presented in Proposal 1 requires an
affirmative vote of a plurality of the votes cast, in person or by proxy, at
the Annual Meeting. Accordingly, abstentions and broker non-votes to the
election of Directors will not affect the election of the nominees receiving
the plurality of votes. The approval and ratification of the independent
auditors as presented in Proposal 2 requires the affirmative vote of the
holders of a majority of the voting power of the issued and outstanding
Common Stock, present in person or represented by proxy at the Annual Meeting
and entitled to vote thereon. Abstentions and broker non-votes as to Proposal
2
will have the same effect as a vote against the Proposal.
If any matters other than the election of the two directors and the
approval and ratification of the appointment of the Company's independent
auditors are properly presented at the Annual Meeting for consideration, the
persons named in the relevant form of proxy enclosed herewith and acting
thereunder will have the discretion to vote on such matters in accordance
with their best judgment, unless the proxy indicates otherwise. The Company
does not have any knowledge of any matters to be presented at the
Annual Meeting, other than those matters this Proxy Statement
refers to and describes.
<PAGE>
COMMON STOCK OWNERSHIP OF
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information, as of September 2, 1998,
concerning the Common Stock beneficially owned by each Director, nominee for
Director of the Company, and each Executive Officer of the Company. 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.
<TABLE>
<CAPTION>
Name of Amount and Nature Percent of Issued
Beneficial of Beneficial Common Stock
Owner Ownership<F1><F2> Beneficially Held
<S> <C> <C>
Leone Anderson 11 shares<F3> *
Jim T. Hyatt 28 shares *
286 shares<F4> 2.08%
William R. Johnson, III 56.5 shares *
James E. Keeler 240 shares 1.74%
Gary Shiflett 4 shares *
Judy Phillips 240 shares 1.74%
Douglas Tharp 240 shares<F5> 1.74%
Garry S. Carter 50 shares *
Diane Carter <F6> 50 shares *
All directors
and executive officers 1155.5 shares 8.39%
________________________
*Less than one percent
<F1> 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> Joint voting and investment power with daughter.
<F4> Shared voting and investment power arises through interests in
partnership
and corporation that are owners of record.
<F5> Joint voting and investment power with spouse.
<F6> Diane Carter is the principal accounting officer of the Company. She is
the spouse of Garry Carter.
</TABLE>
<PAGE>ELECTION OF DIRECTORS
(Proposal No. 1)
The Company's Articles of Incorporation classify the Board of Directors
into two classes, as nearly equal in number as possible, each of which is
elected for a three-year term. Class I directors, consisting of the four
nominees shown below, will stand for election at the 1998 Annual Meeting to
three-year terms expiring at the annual meeting in 2001 or until their
successors are elected and qualified. The terms of the other three directors
shown below will continue as indicated.
The shares represented by the accompanying proxy will be voted to elect
the four nominees shown below for election as Class I directors unless
authority to do so is withheld. Each nominee has agreed to his or her
nomination and has agreed to serve if elected. Should any nominee become
unavailable for election, the proxies will be voted for the election of such
other person as may be recommended by the Board in place of such nominee.
<TABLE>
<CAPTION>
Name Age Position Director Since
Term Expires
<S> <C> <C>
<C> <C>
Nominees for
Class I Directors
Jim T. Hyatt 46 Director
1993 1998
William R. Johnson, III 48 Director 1993 1998
Judy Phillips 83 Director
1974 1998
Gary Shiflett 39 Director
1997 1998
Class II Directors
Leone Anderson 66 Director 1997
2000
James E. Keeler 65 Chairman
of the Board
1968 2000
Douglas Tharp 78 Director 1973
2000
</TABLE>
Information on Board of Directors
Jim T. Hyatt has been a director of the Company since 1993. His occupation
for the last five years has been ranching. He is a partner in Hyatt & Hyatt,
a general partnership, and president of Quartzite, Inc. Both Hyatt & Hyatt
and Quartzite, Inc. are ranching businesses.
William R. Johnson, III, has been a director of the Company since 1993, and
has been Treasurer of the Company since October, 1996. His occupation for
last five years has been farming and ranching. He is a partner in W. R.
Johnson and Sons, a general partnership in the business of farming and
ranching, and a director of Carzalia Valley Gin, Inc., a corporation involved
in processing of agricultural products.
Judy Phillips has been a director of the Company since 1974. She has been
the Company Secretary since 1993. Ms. Phillips is a retired rancher.
Gary Shiflett has been a director of the Company since February 28, 1997. His
occupation for last five years has been farming.
Leone Anderson has been a director of the Company since September 23, 1997.
She is a retired school teacher whose family has been active in farming in
Luna County.
James E. Keeler has been a director of the Company since 1968, and President
of the Company since 1993. He is Chairman of the Board of Directors. His
occupation for the last five years has been farming and the operation of a
produce business.
Douglas Tharp has been a director of the Company since 1973 and
Vice-President since 1993. Mr. Tharp's has been employed for the past five
years as manager of a cotton warehouse in Deming, and as the owner
and operator of Deming Auction Service.
The Board meets on a regularly scheduled basis during its fiscal year to
review significant developments affecting the Company and to act on matters
requiring Board approval. It also holds special meetings when an important
matter requires Board action between scheduled meetings. During the fiscal
year ended June 30, 1998, the Board held 10 regularly scheduled meetings and
1 special meeting. None of the directors attended less than 75% of the
meetings which were held during the last fiscal year. The Board has not
established a standing audit, nominating or compensation committee.
No director or officer of the Company is an adverse party or has a
material interest adverse to the Company in any pending material proceedings.
No director holds a directorship in any other company with a class of
stock registered under the Securities Exchange Act of 1934 or any company
registered as an investment company.
Compensation of Executive Officers
The following table sets forth compensation paid during each of the last
three fiscal years to Garry Carter, the Company's General Manager and Chief
Executive Officer and the Company's only "highly compensated executive
officer" as that term is used in Item 402(a) of Regulation S-B under the
Securities Exchange Act of 1934. Mr. Carter has served as General Manager
since February 28, 1997. The following tables include all compensation paid
to Mr. Carter during the time indicated.
<TABLE>
Summary Compensation Table
<CAPTION>
(A) (B) (C)
(D) (E)
Name and Principal Fiscal Salary Bonus Other Annual
Position Year Compensation
<S> <C> <C> <C>
<C>
Garry S. Carter, CEO 1998 60,000 N/A N/A
General Manager 1997 18,461 N/A N/A
1996 N/A
N/A N/A
</TABLE>
Compensation of Directors
Directors of the Company receive the sum of $100 per month, and no other
compensation. During the 1998 fiscal year the board of directors held 10
regular meetings.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of the Company's stock, to file initial reports of ownership
and reports of changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based on a review of the copies of these reports furnished to the
Company, there were four late initial reports of ownership. Garry Carter,
Diane Carter, Gary Shiflett, and Leone Anderson each failed to file their
initial reports of ownership on Form 3s after they became a director or
officer of the Company. Each of these individuals have filed their initial
reports of ownership on Form 5s reporting their respective holdings at the
time they joined the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
(Proposal No. 2)
Dismissal of Arthur Andersen LLP
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 would 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 master's 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 ensure compliance with Securities and Exchange Commission
reporting and disclosure requirements.
Engagement of Torres, Jones & Company PC
On June 26, 1998, the Company engaged Torres, Jones & Company PC
("Torres Jones") as the principal accountant to audit the Company's financial
statements. During the two most recent fiscal years and following interim
period, the Company did not consult Torres Jones regarding the application of
any accounting principals to a specific transaction, an audit opinion or any
matter that was the subject of a disagreement or event identified in
Regulation S-B, Item 304(a)(1)(iv).
Subject to shareholder ratification, the Board of Directors has
appointed the firm of Torres, Jones & Company as independent auditors of the
Company for fiscal 1999. The Company engaged Torres Jones after
requesting proposals from a number of firms and determining that
Torres Jones provided the best overall service at a reasonable cost.
If Shareholders do not ratify this appointment, the Board will consider
other independent auditors. A representative of Torres Jones is expected
to be present at the Annual Meeting, will have an opportunity to make
a statement if they desire to do so, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL AND RATIFICATION
OF THE APPOINTMENT OF TORRES, JONES
& COMPANY PC AS INDEPENDENT AUDITORS FOR THE COMPANY.
OTHER MATTERS
Shareholder Proposals for 1999 Annual Meeting
Any proposals of Shareholders intended to be presented at the Company's
1999 Annual Meeting of Shareholders must be received at the Company's
principal executive offices by no later than June 3, 1999, if such proposal
is to be considered eligible for inclusion in the Company's proxy statement
for that meeting. With respect to proxies received by the Company's
management for the 1999 Annual Meeting, management may exercise
its discretionary voting authority on any shareholder proposal that is
received
at the Company's principal executive offices after August 17, 1999.
Incorporation of Form 10-KSB by Reference
The Company's 1997 Annual Report on Form 10-KSB, which is attached, is
incorporated into this proxy statement by reference.
Other Business
At the date of this Proxy Statement, the Board is not informed of any
matters, other than those stated above, that may be at the Annual Meeting.
However, if any other matters shall properly come before the meeting, it is
the intention of the persons named in the enclosed form of proxy to vote the
proxy in accordance with their best judgment on such matters.
Direction to this year's Annual Meeting can be obtained by contacting
the Company at its principal executive offices or at (505) 546-2769.
By Order of the Board of Directors
/s/ Garry S. Carter
Secretary and General Manager
Deming, New Mexico
<PAGE>
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints James E. Keller and Garry
Carter, or either one of them acting in the absence of the other, will full
power of substitution, as Proxies to vote all shares of Common Stock of
Mimbres Valley Farmers Association, Inc. (the "Company") which the
undersigned may be entitled to vote at the Annual Meeting of the Shareholders
of the Company to be held on October 21, 1998 and at any and all
adjournments thereof, for the following purposes (as described
in the Proxy Statement):
The Board of Directors strongly recommends that you vote to elect the
following Director nominees and approve and ratify the selection of auditors
set forth:
1.ELECTION OF DIRECTORS
____ FOR
all nominees listed below (except as marked to the contrary below)
____ WITHHOLD AUTHORITY
to vote for all nominees listed below
INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below
Jim T. Hyatt
William R. Johnson, III
Judy Phillips
Gary Shiflett
2. APPROVAL AND RATIFICATION OF APPOINTMENT
OF TORRES, JONES & COMPANY PC AS INDEPENDENT
AUDITORS OF THE COMPANY
____AGAINST
____ABSTAIN
____APPROVAL
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please Sign and Date Below)
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the election as directors of all nominees listed in Item 1 above
and FOR the approval and ratification of the independent auditors named in
Item 2 above and in the Proxies' discretion on matters arising under
Item 3 above.
DATE:________________, 1998.
(Signature)
(Signature)
Please sign as name appears on stock certificate. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person. If a joint tenancy, please have both
joint tenants sign.
