MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 South Platinum
Deming, New Mexico 88030
(505) 546-2769
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PROXY STATEMENT
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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 811 S. Platinum, Deming, New Mexico 88030, on January
10, 2001, 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 December 18, 2000 to holders of shares of Common
Stock of the Company of record at the close of business on November 21, 2000,
(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 Stockholder, 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 thirty-three and one-third
per cent (33 and 1/3%) 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 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 the election of the nominees for directors named
below, for the approval and ratification of the appointment of the independent
auditors and, with respect to any other matters that may come before the Annual
Meeting, at the discretion of the proxy holders.
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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 inspectors 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 election of each of the directors as presented in Proposal 1 requires
an affirmative vote of a majority of the votes cast, in person or by proxy, at
the Annual Meeting. Accordingly, abstentions and broker non-votes in the
election of Directors will not affect the election of the nominees receiving the
majority 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 1 will 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 the vote by the Shareholders of the Company at the Annual
Meeting, other than those matters this Proxy Statement refers to and describes.
COMMON STOCK OWNERSHIP OF
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information, as of December 18, 2000,
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.
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PER CENT OF ISSUED AND
NAME AND ADDRESS AMOUNT AND NATURE OF OUTSTANDING COMMON
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) STOCK BENEFICIALLY HELD
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Leone Anderson
P.O. Box 175
Deming, N.M. 88030 11 shares (3) *
Jim T. Hyatt
11850 Uvas Valley Rd. N.E.
Deming, N.M. 88031 28 shares *
286 shares (4) 2.08%
William R. Johnson, III
P.O. Box 468
Columbus, N.M. 88029 55.5 shares *
James E. Keeler
125 Solana Rd. S.W.
Deming, N.M. 88030 240 shares 1.74%
William C. Shattuck(5)
110 N. Gold
Deming, N.M. 88030 4 shares *
Shelby Phillips, III
P.O. Box 2089
Deming, N.M. 88031 328 shares 2.38%
15 shares (6) *
Douglas Tharp
1615 Solana Road S.W.
Deming, N.M. 88030 240 shares (6) 1.74%
Janet Robinson (7) 0 shares *
P.O. Box 2247
Deming, N.M. 88031
All directors and executive officers 1207.5 shares
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*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 a partnership and a corporation that are owners
of record.
(5) Mr. Gary Shiflett resigned as a director of the Company effective September
10, 2000, and Mr. Shattuck was named to fill the interim vacancy.
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(6) Mr. Tharp and Mr. Phillips have joint voting and investment power over the
shares with their spouses.
(7) Janet Robinson is the principal accounting officer of the Company.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Company's Articles of Incorporation provide that its Board of Directors
shall consist of not less than five stockholders to be elected at the annual
meeting to be provided for by the by-laws. The by-laws of the Company currently
fix the number at seven. Management has nominated the seven persons named and
described below to stand for election at the 2000 Annual Meeting for one-year
terms or until their successors are elected and qualified.
The shares represented by the accompanying proxy will be voted to elect the
seven nominees shown below for election 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.
DIRECTOR TERM
NAME AGE POSITION SINCE EXPIRES
---- --- -------- ----- -------
Jim T. Hyatt 47 Director 1993 2000
William R.
Johnson, III 49 Director and Vice
President 1993 2000
Shelby Phillips, III 58 Chairman Of The
Board, Chief
Executive Officer,
General Manager 1999 2000
William C. Shattuck 40 Director 2000 2000*
Leone Anderson 67 Director and
Secretary-
Treasurer 1997 2000
James E. Keeler 66 Director 1968 2000
Douglas Tharp 79 Director 1973 2000
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*Gary Shiflett was a director of the Company from February 28, 1997 until
September 10, 2000, when he resigned. His occupation for last five years was
farming. William C. Shattuck was named to fill the vacancy for Mr. Shiflett's
unexpired term. Mr. Shattuck has for the last five years been engaged in the
appliance and furniture store business in Deming.
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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
Vice President since earlier in the year 2000. His occupation for the 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.
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. 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. 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 Chairman of the Board, Chief Executive Officer and General Manager since
May, 2000. Mr. Phillips is 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 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, 2000, the Board held 12 regularly scheduled meetings. None of
the directors attended less than 75% of the meetings held during the last fiscal
year. The Board has not established 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 material transaction or any pending
legal proceedings. No director of the Company 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 each of the Company's present General Manager and Chief
Executive Officer Shelby Phillips, III, Dean Stovall, the Company's former
General Manager and Chief Executive Officer, and Mr. Gary S. Carter, Mr.
Stovall's predecessor in the same office. These gentlemen are the Company's
only "highly compensated executive officers" for the period in question as that
term is used in Item 402 (a) of Regulation S-B under the Securities Exchange Act
of 1934. Mr. Carter resigned as General Manager and Chief Executive Officer of
the Company on December 31, 1998. Mr. Stovall resigned as General Manager and
Chief Executive Officer of the Company on May 12, 2000. Mr. Phillips assumed
that role on May 12, 2000. 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.
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SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL FISCAL OTHER ANNUAL
POSITION YEAR SALARY BONUS COMPENSATION*
-------- ---- ------ ----- -------------
Shelby Phillips, III, 2000 $ 7,206 n.a. n.a.
General Manager and 1999 n.a. n.a. n.a.
Chief Executive Officer 1998 n.a. n.a. n.a.
Dean Stovall, 2000 $22,162.25 n.a. n.a.
Former General Manager 1999 $55,000 n.a. n.a
and Chief Executive Officer 1998 n.a. n.a. n.a.
Gary S. Carter, 1999 n.a. n.a. n.a.
Former General Manager 1998 $60,000 n.a. n.a.
and Chief Executive Officer 1997 $18,461 n.a. n.a.
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* 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.
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 no late initial reports of ownership. There were no reportable
transactions to report on Form 4 or 5.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
On June 26, 1998, the Company engaged Torres, Jones & Company, PC, now
Jones & Company ("Jones & Company"), as the independent accountants 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 the
Annual Meeting of the Stockholders on October 21, 1998 and appointed Jones &
Company for another term the following year on October 27, 1999.
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Subject to stockholder ratification, the Board of Directors has again
appointed Jones & Company as independent auditors 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 independent auditors. A representative of Jones & Company
will be present at the Annual Meeting, will have an opportunity to make a
statement if he desires 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 AS INDEPENDENT AUDITORS OF THE COMPANY.
OTHER MATTERS
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposals of Shareholders intended to be presented at the Company's
2001 Annual Meeting of Shareholders must be received at the Company's principal
executive offices by no later than June 15, 2001, 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
2001 Annual Meeting, Management may exercise its discretionary voting authority
on any stockholder proposal that is received at the Company's principal
executive offices after August 31, 2001.
INCORPORATION OF FORM 10-KSB BY REFERENCE
The Company's 2000 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 considered 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 811 South
Platinum, 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
Shelby Phillips, III,
Chairman
Deming, New Mexico
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
The undersigned hereby constitutes and appoints James E. Keeler and Shelby
Phillips, or either of them, 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 January 10, 2001, and at any
and all adjournments thereof, for the following purposes (as described in the
Proxy Statement):
The Board of Directors strongly urges that you vote to elect the following
Director nominees, to approve and ratify the selection of independent auditors
and to grant discretionary authority as set forth below:
1. ELECTION OF DIRECTORS
___FOR all nominees listed ___WITHHOLD AUTHORITY
below (except as to vote for all nominees
marked to the contrary) listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Shelby Phillips III James Keeler William R. Johnson III Doug Tharp
William C. Shattuck Jim Hyatt Leone Anderson
2. FOR____ AGAINST____ ABSTAIN APPROVAL AND RATIFICATION OF
APPOINTMENT OF JONES & COMPANY AS
INDEPENDENT AUDITORS OF THE COMPANY.
3. GRANTED___ WITHHELD____ In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before
the meeting.
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 stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION AS DIRECTORS OF ALL NOMINEES LISTED IN ITEM 1 ABOVE, 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:
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(Signature)
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(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.
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MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
(505) 546-2769
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NOTICE
of Annual Meeting of Shareholders
To Be Held on January 10, 2001
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To the Shareholders:
The 2000 Annual Meeting of the Shareholder of Mimbres Valley Farmers
Association, Inc., a New Mexico Corporation (the "Company"), will be held on
January 10, 2001 at 10 a.m. at 811 S. Platinum, Deming, New Mexico, for the
following purposes:
1) To elect seven (7) Directors;
2) To approve Jones & Company 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 November 21,
2000 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
Shelby Phillips, III,
Chairman
Deming, New Mexico
December 18, 2000
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.
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