Proxy Statement Pursuant to Section 14(a) of Securities
Exchange Actof 1935 (Amendment No. )
Filed by Registrant (X)
Filed by Party other than 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 to 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 prelimiary 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
(505) 546-2769
NOTICE
of Annual Meeting of Shareholders
To Be Held on October 27, 1999
To the Shareholders:
The 1999 Annual Meeting of the Shareholders of
Mimbres Valley Farmers Association, Inc., a New Mexico
Corporation (the "Company"), will be held on October 27,
1999 at 10 a.m. at the Deming Civic Center, 110 South
Diamond, Deming, New Mexico, for the following purposes:
1. To approve Jones & Company as the
Company's accountant representative;
and
2. To transact such 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, 1999 (the "Record Date") 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/ James E. Keeler
President
Deming, New Mexico
October 7, 1999
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
TO HELP US UPDATE OUR INFORMATION WE NEED YOUR CURRENT ADDRESS
AND PHONE NUMBER.
<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., a New Mexico Corporation
(the "Company") 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 27, 1999, at
10:00 a.m. or at any adjournments thereof, for the purposes
stated in the enclosed Notice of Annual Meeting (the
"Notice"). The Company is mailing the proxy materials on or
about October 7, 1999, to holders of shares of Common Stock
of the Company of record at the close of business on September 2, 1999,
(the "Record Date").
At the close of business on the Record Date, 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 the Record Date
To simplify the language in this document, the
"Company" means Mimbres Valley Farmers Association, Inc.,
and "you" means the Shareholder, and the person or entity
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. In accordance with the
Company's Bylaws, the presence, either in person or by
properly executed proxy, of the holders of record of ten
percent (10%) 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 of common stock will be voted as you specify on the
proxy, unless you properly revoke the proxy prior to or at
the beginning of the Annual Meeting as described below. 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 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 of common stock 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 common 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 approval and ratifiction of the accountant representive
as presented in Proposal 1 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 an identitled to vote theron.
Abstentions and broker non-votes as to Proposal 1 have the same
effect as a vote against the Proposal.
If any matters other than those stated in the Notice 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 for vote
by the shareholders of the Company at the Annual Meeting.
<PAGE>
APPOINTMENT OF ACCOUNTANT REPRESENTATIVE
(Proposal No. 1)
On June 26, 1998, the Company engaged Torres, Jones &
Company, PC, now Jones & Company, PC ("Jones & Company) as
the principal accountant to audit the Company's financial
statements. The stockholders ratified the appointment by the
Board of Directors as the independent auditors of the
Company at th last Annual Meeting of the Stockholders
(October 21, 1998).
Subject to the stockholder ratification, the Board of
Directors has also appointed Jones & Company as the
accountant representative of the Company. The Company
determined that Jones & Company provided the best overall
service at a reasonable cost. If the Shareholders do not
ratify this appointment, the Board will consider other
accountant representatives. A representative of Jones &
Company will 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 JONES &
COMPANY PC AS THE ACCOUNTANT REPRESENTATIVE OF THE COMPANY.
OTHER MATTERS
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposals of Shareholders intended to be
presented at the Company's 2000 Annual Meeting of
Shareholders must be received at the Company's principal
executive offices by no later than June 3, 2000, 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 2000
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, 2000.
INCORPORATION OF FORM 10-KSB BY REFERENCE
The Company's 1999 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.
Directions to the site of this year's Annual Meeting
at the Deming Civic Center, 110 South Diamond, Deming, New
Mexico, 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/ James E. Keeler
President
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 Dean Stovall, or either one of them acting in the
absence of the other, with 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 27,
1999 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
approve and ratify the selection of accountant
representative set forth below:
<TABLE>
<S> <C> <C>
1. APPROVAL AND RATIFICATION OF APPOINTMENT OF
JONES & COMPANY PC AS ACCOUNTANT REPRESENTATIVE
OF THE COMPANY.
_____ FOR
_____ AGAINST
_____ ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Please sign and date the other side)
</TABLE>
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
APPROVAL AND RATIFICATION OF THE ACCOUNTANT REPRESENTATIVE
NAMED IN ITEM 1 ABOVE AND IN THE PROXIES' DISCRETION ON
MATTERS ARISING UNDER ITEM 2 ABOVE.
DATE:
, 1999.
(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 or limited liability
company, please sign in partnership
or limited liability company name by
authorized person. If a joint tenancy,
please have both joint tenants sign.
