MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 South Platinum
Deming, New Mexico 88030
(505) 546-2769
-------------------------------
NOTICE
of Annual Meeting of Shareholders
To Be Held On November 12, 2003
-------------------------------
To the Shareholders:
The 2003 Annual Meeting of Shareholders of Mimbres Valley Farmers
Association, Inc., a New Mexico Corporation (the "Company") will be held on
November 12, 2003 at 10 a.m. at 811 S. Platinum, Deming, New Mexico, for the
following purposes:
1) To elect five (5) Directors;
2) To approve The Accounting and Consulting Group, L.L.P., of
Carlsbad, New Mexico as the Company's independent auditors;
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 October 14,
2003 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 in person or by valid proxy.
The officers and directors of the Company cordially invite you to attend
the Annual Meeting. Directions to 811 S. Platinum may be obtained by calling
(505) 546 2769. 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
October 21, 2003
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.
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 South 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 811 S. Platinum, Deming, New Mexico 88030, on
November 12, 2003, 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 21, 2003 to holders
of shares of Common Stock of the Company of record at the close of business on
October 14, 2003, (the "Record Date").
At the close of business on the Record Date, the Company had 13,573 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
Page 1 of 9
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.
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 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 the holders 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 2
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.
Page 2 of 9
COMMON STOCK OWNERSHIP OF
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of October 14, 2003, the shares of
Common Stock, $25.00 par value (the only class of the Company's voting
securities) beneficially owned by each Director, nominee for Director, 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) known to the Company to
be the beneficial owner of more than five percent of this class of voting
securities.
NAME AND ADDRESS AMOUNT AND NATURE OF PER CENT OF COMMON
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) STOCK BENEFICIALLY HELD
- -------------------------------------- -------------------------- ------------------------
Leone Anderson
P.O. Box 175
Deming, N.M. 88030 102.50 shares (3) *
William C. Shattuck
110 N. Gold
Deming, N.M. 88030 101.50 shares *
Shelby C. Phillips, III
P.O. Box 2089 537.67 shares (4) 3.90%
Deming, N.M. 88031
Grayson Smyer
P.O. Box 1956
Deming, N.M. 88031 81.17 shares *
G. G. Gore
2020 Columbus Road S. W.
Deming, N.M. 88031 118.50 shares *
Janet Robinson (5)
P.O. Box 2247
Deming, N.M. 88031 20.00 shares *
All directors and executive officers: 961.34 shares 7.08%
_______________________________
*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 spouse.
(4) Mr. Phillips has joint voting and investment power over the shares with his
spouse.
(5) Janet Robinson is the chief financial officer of the Company.
Page 3 of 9
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Company's Articles of Incorporation as restated in December of 2002,
provide in Article VII that: "The Board of Directors shall consist of not less
than five stockholders to be elected at the annual meeting to be provided for by
the Bylaws." Further, Article VIII of the same document provides: "The Board of
Directors shall have the power to adopt and alter by-laws." The Bylaws of the
Company as recompiled in 1992 fix the number of directors at seven and purport
to provide that a vote of shareholders is required to amend that particular
provision of the by-laws. The minutes of the Annual Meeting of Shareholders
held October 21, 1992 reflect that a motion was made that "the board be
increased to 7 members" "and all members were in favor." Prior to that time,
both the articles and the bylaws provided for five directors. Apparently the
person who compiled the bylaws in 1992 interpreted the action at the annual
meeting that same year as a purported amendment to the Bylaws.
A problem with this approach consists of the fact that the New Mexico
Business Corporation Act provides in Section 53-11-27 that, "the power to alter,
amend or repeal the bylaws or adopt new bylaws shall be vested in the board of
directors unless reserved to the shareholders by the articles of incorporation."
Because of the provisions of Article VIII quoted above, the shareholders of
Farmers have no power to amend the Bylaws. It is possible that the action taken
at the 1992 annual meeting could have been interpreted as an amendment to the
articles of incorporation, but no articles of amendment so providing have been
filed with the New Mexico Public Regulation Commission and the articles of
incorporation have therefore never been amended in accordance with the
requirements of New Mexico law. The position of the Company, upon the advice of
its counsel, is that, notwithstanding the action at the annual meeting in 1992,
the minimum number of directors of the Company that may be elected is the number
provided by the Articles of Incorporation: five.
As has been previously reported, two directors resigned in the past fiscal
year and the vacancies created by these resignations have not been filled.
Management has had difficulty, and anticipates that because of the present
financial problems of the Company it will continue to have difficulty, in
locating qualified persons willing to serve as directors. Accordingly,
Management has nominated the five persons named and described below to stand for
election at the 2003 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
five 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.
The following table provides selected information about each of the five
(5) nominees for directors of the Company:
Page 4 of 9
NAME AGE POSITION DIRECTORSINCE TERM EXPIRES
- -------------------- --- ------------------ ------------- ------------
Shelby Phillips, III 61 Chairman Of The
Board, Chief
Executive Officer,
General Manager 1999 2003
William C. Shattuck 47 Director 2000 2003
Leone Anderson 70 Director and
Secretary-
Treasurer 1997 2003
Grayson Smyer 46 Director 2001 2003
G. G. Gore 51 Director 2001 2003
______________________________
Shelby C. 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. His principal occupation for the last five
years has been farming and ranching.
William C. Shattuck has been since 1990 the owner of Diamond Supply, Inc.,
doing business in Deming as Diamond Furniture Stores.
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.
Grayson Smyer has been engaged for the past five years in farming and the
brokerage of produce in the Deming area.
G. G. Gore owns and operates a retail tire and automotive service in
Deming.
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, 2003, 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
committees.
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.
Page 5 of 9
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation paid during each of the last
three fiscal years to the Company's present General Manager and Chief Executive
Officer Shelby C. Phillips, III. Mr. Phillips is the Company's only "highly
compensated executive officer" 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. Phillips assumed the role of General Manager and Chief Executive Officer of
the Company on May 21, 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.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL FISCAL OTHER ANNUAL
POSITION YEAR SALARY BONUS COMPENSATION*
- --------------------------- ------ ------- ------ -------------
Shelby C. Phillips, III, 2003 $80,000 n.a. n.a.
General Manager and 2002 $60,193 n.a. n.a.
Chief Executive Officer 2001 $55,000 n.a. n.a.
____________________________
* The Company has no bonus, stock option, stock bonus, stock appreciation
rights or other equity based or long term incentive 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 reports of ownership (or changes therein) of the
Company's Common Stock.
VOTE REQUIRED
The election of each director presented in Proposal 1 requires an
affirmative vote of the holders of a majority of the votes cast, in person or by
proxy, at the Annual Meeting.
Page 6 of 9
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 2)
The Board of Directors of the Company, subject to ratification by the
Shareholders of the Company, appointed The Accounting and Consulting Group, L.
L. P., of Carlsbad, with offices in Albuquerque, Alamogordo, Clovis and
Carlsbad, as independent auditors of the Company on October 7, 2003.
The Board of Directors selected The Accounting and Consulting Group,
L.L.P., as independent auditors for the Company for a third year because it was
of the opinion that this firm would provide 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 The Accounting
and Consulting Group, L.L.P. will be present at the Annual Meeting, will have an
opportunity to make a statement if he or she desires to do so, and will be
available to respond to appropriate questions.
VOTE REQUIRED
The approval and ratification of the selection 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL AND RATIFICATION OF
THE APPOINTMENT OF THE ACCOUNTING AND CONSULTING GROUP, L.L.P. AS INDEPENDENT
AUDITORS OF THE COMPANY.
OTHER MATTERS
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Any proposals of Shareholders intended to be presented at the Company's
2004 Annual Meeting of Shareholders must be received at the Company's principal
executive offices by no later than June 21, 2004, 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
2004 Annual Meeting, Management may exercise its discretionary voting authority
on any stockholder proposal that is received at the Company's principal
executive offices after September 4, 2004.
INCORPORATION OF FORM 10-KSB BY REFERENCE
The Company's 2003 Annual Report on Form 10-KSB, which is enclosed, is
incorporated into this proxy statement by reference.
OTHER BUSINESS
Page 7 of 9
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 C. Phillips, III,
Chairman
Deming, New Mexico
Page 8 of 9
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
The undersigned hereby constitutes and appoints Shelby C. Phillips, III and
Grayson Smyer 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 November 12, 2003, 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 Leone Anderson Grayson Smyer
William C. Shattuck G. G. Gore
2. FOR____ AGAINST____ ABSTAIN____ APPROVAL and ratification of
appointment of The Accounting
and Consulting Group, L.L.P., 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 THIS PROXY IN THE ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the under-signed stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES LISTED IN ITEM 1, FOR THE APPROVAL AND
RATIFICATION OF THE INDEPENDENT AUDITORS NAMED IN ITEM 2 AND IN THE PROXIES'
DISCRETION ON MATTERS ARISING UNDER ITEM 3, ALL AS ABOVE.
Date: ____________________________.
___________________________________ ____________________________________
(Signature) (Signature)
Please sign as your name appears on stock certificate. When signing as
executor, administrator, attorney, trustee or guardian, please give your 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.
Page 9 of 9
AINSA HUTSON, LLP
ATTORNEYS & COUNSELORS
5809 ACACIA CIRCLE
EL PASO, TEXAS 79912
FRANCIS S. AINSA, JR.+ +MEMBER TEXAS BAR
MICHAEL F. AINSA+ ++* ++MEMBER NEW MEXICO BAR
MICHAEL J. HUTSON+ * BOARD CERTIFIED COMMERCIAL REAL ESTATE
DAVID M. DRISCOLL+ ** ** BOARD CERTIFIED LABOR AND EMPLOYMENT LAW
HILLARY E. SKIPWORTH+ TEXAS BOARD OF LEGAL SPECIALIZATION
Of Counsel: TEL: (915) 845-5300
W. DEAN HESTER+ FAX: (915) 845-7800
dhes@acaciapark.com
- -------------------
October 21, 2003
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MIMBRES VALLEY FARMERS ASSOCIATION
Commission File No. 0-13963
Definitive Proxy, Annual Meeting of Shareholders (11/12/03)
Ladies and Gentlemen:
I herewith furnish in EDGAR format a definitive proxy, including a notice
of annual meeting of shareholders, proxy statement and proxy form, for the above
issuer. The definitive proxy statement is being sent to shareholders today,
October 21, 2003, for an annual meeting to be held November 12, 2003.
Thank you for your attention to this matter.
Yours very truly,
W. Dean Hester
Dhes/encl.