SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
[x] Definitive Proxy Statement
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MIMBRES VALLEY FARMERS ASSOCIATION, INC.
(Name of Registrant as Specified in Its Charter)
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Payment of Filing Fee:
[x] No fee required.
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1997 Annual Meeting of the
stockholders (the "Meeting") of Mimbres Valley Farmers Association,
Inc. ("Farmers" or the "Company") will be held at the Deming Civic
Center, 110 South Diamond, Deming, New Mexico, on October 29, 1997
at 10 a.m. for the following purposes:
(1) To elect Directors; and
(2) To transact such other business as may properly come
before the Meeting or any adjournment thereof, including
proposals to adjourn from time to time.
Details relating to the above matters are set forth in the
attached Proxy Statement. The Board of Directors is not aware of
any other matters to come before the Meeting.
Pursuant to Farmers' Bylaws, the Board of Directors has fixed
the close of business on August 26, 1997 as the record date for the
determination of stockholders entitled to notice of and to vote at
the Meeting or any adjournment thereof.
You are cordially invited to attend the Meeting. Stockholders
who do not expect to attend the Meeting in person are requested to
complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for that purpose. The enclosed
proxy is being solicited on behalf of the Board of Directors of
Farmers.
By Order of the Board of Directors
Garry S. Carter
General Manager and Board Secretary
Deming, New Mexico
DATED: October 9, 1997
Attachments: (1) Proxy
(2) Proxy Statement
(3) Annual Report on Form 10-KSB
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
PLEASE MAIL YOUR PROXY PROMPTLY
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
P R 0 X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Leone Anderson, Jim T. Hyatt, William R.
Johnson, III, James E. Keeler, Judy Phillips, Gary Shiflett and Douglas Tharp,
and each of them, as proxies, each with full power of substitution, and
hereby authorizes them to represent and to vote, as designated hereon, all
shares of common stock of Mimbres Valley Farmers Association, Inc. held of
record by the undersigned on August 26, 1997 at the annual meeting of
undersigned stockholders of the corporation to be held on October 29, 1997
at 10 a.m. at the Deming Civic Center, 110 South Diamond, Deming, New Mexico
or any adjournment thereof, as indicated on the proposal for election of
directors described in the proxy statement.
This proxy revokes all proxies previously granted by the undersigned for
any purpose.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no directions are provided, this
proxy will be voted for all nominees.
_____________________________________
Proposal - Election of Directors
The nominees for director are Leone Anderson, James E. Keeler and Douglas
Tharp.
_____ FOR all nominees
_____ AGAINST all nominees
_____ FOR only the following nominees: __________________________________
If any other matters are properly brought before the meeting or any
adjournment thereof, which the Board of Directors did not know, a reasonable
time before its solicitation of this proxy, were to be presented at the
meeting, the persons named above as proxies are authorized to vote in
accordance with their best judgment.
_____________________________________
Please sign exactly as name appears hereon, in blue or black ink. When
shares are held by joint tenants, both should sign. When signing as attorney
or as executor, administrator, 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.
Signature:__________________________________ Date: October _____, 1997
Signature of Joint
Owner (if any):_____________________________ Date: October _____, 1997
Please sign and return this proxy promptly using the enclosed envelope.
Thank you.
MIMBRES VALLEY FARMERS ASSOCIATION, INC.
811 S. Platinum
Deming, New Mexico 88030
October 9, 1997
PROXY STATEMENT
This proxy statement, which is being mailed to shareholders on
or about October 9, 1997, is furnished in connection with the
solicitation of proxies by the Board of Directors of Mimbres Valley
Farmers Association, Inc. for use at the Annual Meeting of
Shareholders to be held on October 29, 1997. Much of the
information in this proxy statement is required by the rules of the
Securities and Exchange Commission under the authority of the
Securities Exchange Act of 1934.
The Annual Meeting is called for the purposes stated in the
accompanying notice of the meeting. All shareholders of Farmers'
single class of common stock as of the close of business on August
26, 1997 are entitled to vote at the meeting. As of that date,
there were 13,776 shares of the common stock authorized and issued.
On each matter coming before the meeting, a shareholder is entitled
to one vote for each share of stock held as of the record date. No
person was known to own as much as 5% of the common stock as of
August 26, 1997.
If a proxy is properly signed and is not revoked by the
shareholder, the shares it represents will be voted at the meeting
by the Proxy Committee of the Board of Directors in accordance with
the instructions of the shareholder. If no specific instructions
are designated, the shares will be voted as recommended by the Board
of Directors.
A proxy may be revoked at any time before it is voted at the
meeting. Any shareholder who attends the meeting and wishes to vote
in person may revoke his or her proxy at that time by delivering a
written revocation to the Secretary of Farmers. Otherwise,
revocation of a proxy must be sent in writing to Farmers Secretary
at 811 S. Platinum, Deming, New Mexico 88030.
Each share will count for one vote; a matter will be adopted if
a majority of shares voted votes in favor, without regard to
abstentions.
Farmers will bear the cost of the solicitation of proxies,
consisting principally of printing and mailing expenses.
Solicitations will be made primarily by mail, but to the extent
necessary to assure sufficient representation, some directors,
officers or regular employees of Farmers may solicit proxies in
person or by telephone without special compensation.
ELECTION OF DIRECTORS
The terms of three of Farmers' seven directors---Leone
Anderson, James E. Keeler and Douglas Tharp---expire this year.
Each of these three directors has been nominated to serve new,
three-year terms. Certain information about the nominees, other
directors, and the Company's General Manager is included in Part III
of the Company's 1997 Annual Report on Form 10-KSB, a copy of which
is enclosed with this proxy statement.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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.
Security ownership of management, including directors, as of
August 26, 1997 is as follows:
Name of Beneficial Amount and Nature of Percent of Issued
Owner Beneficial Common Stock
Ownership(1)(2) Beneficially Held
Leone Anderson 11 shares(3) *
Jim T. Hyatt 28 shares *
286 shares(4) 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(5) 1.74%
Garry S. Carter 50 shares *
All directors and
executive officers 1155.5 shares 8.39%
________________________
*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) Joint voting and investment power with daughter.
(4) Shared voting and investment power arises through interests in
partnership and corporation that are owners of record.
(5) Joint voting and investment power with spouse.
INDEPENDENT PUBLIC ACCOUNTANTS
William D. Kennon, Certified Public Accountant, 908 South
Platinum, Deming, New Mexico 88030, and Arthur Andersen LLP, 6501
Americas Parkway NE, Suite 400, Albuquerque, New Mexico 87110 have
acted as the Company's independent accountants since June 12, 1996.
Representatives from William B. Kennon, CPA and Arthur Andersen LLP
are expected to be present at the annual shareholders' meeting to
respond to appropriate questions, and will have an opportunity to
make a statement if they desire to do so.
The Board has not selected an accountant or accountants for
approval by the shareholders at the Meeting, and has not scheduled
any election at the Meeting on the selection or ratification of
accountants. Although the Board has no complaint about the efforts
or work product of the Company's current independent accountants, it
wishes to explore the potential for savings that may be available
through additional investigation into the selection of auditors.
SEC Rule 14a-101 specifies that if a reporting company's
independent accountant has resigned within the company's two most
recent fiscal years, then certain information concerning the
resignation must be included in the proxy statement and/or the
annual report. Since Morrow & Company, Farmers' previous
independent accountant, resigned in June, 1996, the Rule 14a-101
requirement applies to this proxy statement. The following
discussion is essentially a repetition of what was included in last
year's proxy statement.
On June 4, 1996, the Company received a letter of resignation
by its independent auditors, Morrow & Company, Certified Public
Accountants, 800 West Florida, Deming, New Mexico ("Morrow"), which
had acted in its capacity for eleven years. The full text of the
letter, which is dated June 3, 1996, is as follows:
Dear [Farmers Manager and Board]:
I regret to inform you that due to my involvement in the
acquisition of [Farmers] common stock, I must resign my
position as auditor of the company. Rules of the American
Institute of Certified Public Accountants require the
auditor of the company to be independent. With the
acquisition of one share of stock, I am no longer
independent.
I have appreciated the working relationship I have had
with management, employees and the board for the last
eleven years. If you or my successor should have any
questions, please feel free to contact me at any time.
This resignation is effective immediately.
Sincerely,
Harold C. Morrow, CPA
The reference in Morrow's letter to "involvement in the
acquisition" of Farmers stock apparently refers to Harold Morrow's
role as a bidder in a tender offer made June 3, 1996 (the "Tender
Offer") by John V. Brownfield, James W. Donaldson, Jr., Harold
Morrow, Kenny Stevens, Frederick Sherman and John Keck. Although
the tender materials stated that Harold Morrow entered into an
agreement on May 24, 1996 with other members of the acquisition
group pertaining to acquisition of Farmers shares, Farmers was given
no advance notification of either Morrow's resignation or of his
participation in the Tender Offer. Morrow's resignation was neither
requested nor advised by Farmers.
Morrow's reports on Farmers' financial statements for the two
fiscal years preceding his resignation (i.e., fiscal year 1994 and
fiscal year 1995) did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During fiscal year 1994 and
fiscal year 1995, and any subsequent interim period preceding
Morrow's resignation, there had not been any disagreements with
Morrow on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Morrow, would
have caused Morrow to make a reference to the subject matter of
disagreements in connection with its report.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders may submit proposals appropriate for shareholder
action at the Company's 1998 Annual Meeting. In order to be
included in the proxy statement and form of proxy for that annual
meeting, all such proposals must be received by the company no later
than June 3, 1998. Proposals should be directed to Secretary,
Mimbres Valley Farmers Association, Inc., 811 S. Platinum, Deming,
New Mexico 88030.
INCORPORATION BY REFERENCE
The Company's 1997 Annual Report on Form 10-KSB, which is
attached, is incorporated into this proxy statement by reference.