-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bmdlxx1XSSsmhwM/EyapRLg6OnB71af5N1OMset/5eTZRgSTvNUBGBCF+Q+6kIFu Xkl/WcCiPXe9gRyuxP2jmw== 0000898430-97-003498.txt : 19970815 0000898430-97-003498.hdr.sgml : 19970815 ACCESSION NUMBER: 0000898430-97-003498 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970814 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ERLY INDUSTRIES INC CENTRAL INDEX KEY: 0000030966 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 952312900 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07894 FILM NUMBER: 97663591 BUSINESS ADDRESS: STREET 1: 10990 WILSHIRE BLVD STREET 2: STE 1800 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 2138791480 MAIL ADDRESS: STREET 1: 10990 WILSHIRE BOULEVARD STREET 2: SUITE 1800 CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: EARLY CALIFORNIA INDUSTRIES INC DATE OF NAME CHANGE: 19851202 FORMER COMPANY: FORMER CONFORMED NAME: EARLY CALIFORNIA FOODS INC DATE OF NAME CHANGE: 19700114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POWELL GROUP /LA/ CENTRAL INDEX KEY: 0001042826 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: LA FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: P O BOX 788 CITY: BATON ROUGE STATE: LA ZIP: 70821 BUSINESS PHONE: 5049224540 MAIL ADDRESS: STREET 1: P O BOX 788 CITY: BATON ROUGE STATE: LA ZIP: 70821 DFAN14A 1 DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS ================================================================================ SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 ERLY INDUSTRIES INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) THE POWELL GROUP FARMERS RICE MILLING COMPANY, INC. NANETTE N. KELLEY - -------------------------------------------------------------------------------- (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 of 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 preliminary 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: ------------------------------------------------------------------------- Notes: FOR IMMEDIATE RELEASE COMPANY CONTACT: [LOGO OF THE POWELL GROUP] Nanette Kelley President (504) 922-4540 POWELL GROUP SUBSIDIARY FILES LAWSUIT AGAINST THE SENIOR MANAGEMENT OF ERLY INDUSTRIES BATON ROUGE, LOUISIANA, AUGUST 14, 1997...Farmers Rice Milling Company, a wholly-owned subsidiary of The Powell Group, which together with Powell Group President Nanette Kelley owns approximately 3.8% of the common shares of ERLY INDUSTRIES, INC. (NASDAQ:ERLY), announced today that it has filed a lawsuit in U.S. District Court for the Central District of California against Gerald Murphy, chairman of the board and chief executive officer of ERLY, and Douglas Murphy, chief operating officer and a director of ERLY, alleging, among other things, breach of fiduciary duty, waste of corporate assets, and the making of illegal corporate loans in connection with the defendants' personal investment in a real estate development project in Texas. The lawsuit seeks injunctive relief prohibiting ERLY Industries and its subsidiary, American Rice Company, from continuing to make loan payments on behalf of Gerald Murphy and Douglas Murphy, repayment by the defendants to ERLY Industries and American Rice of legal fees and expenses incurred in connection with the alleged wrongful conduct, and punitive and exemplary damages. "This is just the latest chapter in the long and sorry history of mismanagement of ERLY by the Murphys, who since 1987 have produced a pitiful return for their shareholders totaling less than 1% annually while the Dow Jones Industrial Average has more than tripled. As major shareholders we intend to put a stop to this right now," Kelley said. On July 31, 1997, Kelley and The Powel Group Companies filed a Consent Solicitation with the Securities and Exchange Commission seeking approval to solicit ERLY shareholders with respect to removing the current board of directors and prohibiting the officers of ERLY from excessive expenditure of corporate funds in connection with the election of directors. A privately-held holding company based in Baton Rouge, Louisiana, The Powell Group has interest in rice farming, rice milling and storage, rice hull-to-electricity generation, radio broadcasting, commercial and residential real estate development and construction, travel management services and timber. ***** #1464 -----END PRIVACY-ENHANCED MESSAGE-----