U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1999
( ) TRANSITION REPORT UNDER Section 13 OR 15(b) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from ____________________________ to
_____________________________
Commission file number 0-13963
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
(Name of small business issuer in its charter)
NEW MEXICO
85-0054230
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
811 South Platinum, Deming, New Mexico
88030
(Address of principal executive offices)
(Zip code)
Issuer's telephone number (505) 546-2769
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock
($25 par value)
Name of each exchange on which registered: None
Check whether the issuer(1)filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes. X. .
. No. . . .
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Issuer's revenues for the most recent fiscal year are: $
13,186,921.00
There is no established public trading market for the
issuer's common stock, no public quotations for the stock, and no
verifiable record of any common stock prices.
The number of shares outstanding of the issuer's common
stock, as of September 28, 1999, is 13,776.
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
THE INFORMATION CONTAINED IN THIS FORM 10-KSB/A AMENDS, MODIFIES AND
SUPERCEDES IN ITS ENTIRETY THE INFORMATION CONTAINED IN THE
COMPANY'S FORM 10-KSB DATED SEPTEMBER 28, 1999.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.
The directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE TERM EXPIRES
<S> <C> <C> <C> <C>
Jim T. Hyatt 47 Director 1993 2001
William R. Johnson, III 49 Director 1993 2001
Shelby Phillips, III 57 Director 1999 2001
Gary Shiflett 40 Director 1997 2001
Leone Anderson 6 Director 1997 2000
James E. Keeler 66 Chairman of 1968 2000
the Board
and President
Douglas Tharp 79 Director 1973 2000
</TABLE>
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.
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 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.
Shelby Phillips, III has been a director of the Company since
February 1999 and Secretary since that time. Mr. Phillips has been
the President of Adobe Developers, Inc., a real estate development
business and owner of Casa Blanca Cow Camp, a business
specializing in outdoor ranch cookouts. His principal occupation for
the last five years has been farming and ranching.
The executive officers of the Company who are not also
directors of the Company are as follows.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Dean Stovall 53 Chief Executive Officer, General Manager
Kim Harrington 33 Principal Accounting Officer
</TABLE>
Dean Stovall, age 53, has been the Company's General Manager
and Chief Executive Officer since February 15, 1999. Mr. Stovall
served as President of Norwest Bank, Deming, New Mexico, for the
twelve years preceding the commencement of his employment with the
Company.
Kim Harrington, age 33, has been the Company's Principal
Accounting Officer since March 15, 1999. Prior to working for the
Company, Ms. Harrington worked for Norwest Bank, Deming, New Mexico
for the past seven years.
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 two late initial reports of ownership. Dean
Stovall and Kim Harrington each failed to file their initial reports
of ownership on Form 3s after they became an executive officer of
the Company. Each of these individuals has filed their initial
reports of ownership on Form 5s reporting their respective holdings
at the time they joined the Company. There were no reportable
transactions to report on the Form 5s.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth compensation paid during each
of the last three fiscal years to both Dean Stovall, the Company's
General Manager and Chief Executive Officer and Gary S. Carter, the
Company's former General Manager and Chief Executive Officer, the
Company's only two "highly compensated executive officers" as that
term is used in Item 402(a) of Regulation S-B under the Securities
Exchange Act of 1934. Mr. Stovall has served as General Manager
and Chief Executive Officer of the Company since February 15, 1999.
No other officer or employee received total compensation (i.e.
salary and bonus) in excess of $100,000 in any of the Company's past
three fiscal years. The following tables include all compensation
paid to Mr. Stovall and Mr. Carter during the time indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
>CAPTION>
NAME AND PRINCIPLE FISCAL YEAR SALARY BONUS OTHER ANNUAL
POSITION COMPENSATION*
<S> <C> <C> <C> <C>
1999 $18,245 n.a. n.a.
Dean Stovall 1998 n.a. n.a. n.a.
General Manager 1997 n.a. n.a. n.a.
and Chief Executive Officer
Gary S. Carter 1999 $38,558 n.a. n.a.
Former General Manager 1998 $60,000 n.a. n.a.
and Chief Executive 1997 $18,461 n.a. n.a.
</TABLE>
* The Company has no bonus, stock option, stock bonus, stock
appreciation rights or long term incentive plans or agreements, or
equity based or incentive option plans or agreements.
COMPENSATION OF DIRECTORS
Directors of the Company receive the sum of $100 per
month, and no other compensation. During the 1999 fiscal year the
board of directors held twelve regular meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 0WNERS AND
MANAGEMENT.
The following table sets forth information, as of
September 28, 1999, 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 ($25 par value), which is
the only class of the Company's voting securities.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) OF ISSUED
OUTSTANDING
COMMON
STOCK
<S> <C> <C>
Leone Anderson 11 shares(3) *
P.O. Box 175
Deming, N.M. 88031
Jim T. Hyatt 28 shares *
11850 Uvas Valley Rd. N.E. 286 shares(4) 2.08%
Deming, N.M. 88030
William R. Johnson, III 55.5 shares *
P.O. Box 468
Columbus, N.M. 88029
James E. Keeler 240 shares 1.74%
125 Solana Rd. S.W.
Deming, N.M. 88030
Gary Shiflett 4 shares *
H.C. 66, Box 32B
Deming, N.M. 88030
Shelby Phillips, III 92 shares *
P.O. Box 2089 15 shares (5)
Deming, N.M. 88031
Douglas Tharp 240 shares(5) 1.74%
1615 Solana Road S.W.
Deming, N.M. 88030
Dean Stovall 0 shares 0%
Kim Harrington(6) 0 shares 0%
</TABLE>
All directors and executive officers 971.5 shares 7.05%
________________________
*Less than one percent
(1) 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.
(2) Unless otherwise indicated, each person listed has sole
voting and investment power over all shares.
(3) Ms. Anderson has joint voting and investment power over
these shares with her daughter.
(4) Mr. Hyatt holds these shares with shared voting and
investment power which arises through interests in
partnership and corporation that are owners of record.
(5) Mr. Tharp and Mr. Phillips have joint voting and
investment power over the shares with their spouses.
(6) Kim Harrington is the principal accounting officer of
the Company.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 17, 1999.
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
By_/s/ Dean Stovall________
Dean Stoval
Chief Executive Officer
and General Manager
(Duly Authorized
Representative)
