Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of Cal-Maine Foods, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209.
Item 2. Identity and Background.
(a), (b), and (c) This statement is jointly filed by Fred R. Adams, Jr., Jean Morris Adams and Adolphus B. Baker (collectively, the “Reporting Persons”). The address of each Reporting Person’s principal office is Cal-Maine Foods, Inc., P.O. Box 2960, Jackson, Mississippi 39207. Mr. Adams is Chairman Emeritus of the Issuer. Mrs. Adams is a private investor and spouse of Mr. Adams. Mr. Baker is Chairman of the Board, President and Chief Executive Officer of the Issuer and son-in-law of Mr. Adams. The Issuer is the largest producer and marketer of shell eggs in the United States.
(d) None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
(e) None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.
(f) Each of the Reporting Persons is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
On November 7, 2011, Jean Morris Adams and Adolphus B. Baker were appointed by a court order to act as co-conservators of the person and estate of Fred R. Adams, Jr. Mrs. Adams is the spouse of Mr. Adams and Mr. Baker is the son-in-law of Mr. Adams. As a result of the appointment, in their capacities as co-conservators for Mr. Adams, as of August 28, 2015, Mrs. Adams and Mr. Baker jointly exercise voting power over 14,187,243 shares of Common Stock, consisting of (A) 9,984,986 shares of Common Stock held by Mr. Adams, (B) 3,490,750 shares of Class A Common Stock held by Mr. Adams and (C) 711,507 shares of Common Stock accumulated under Mr. Adams’ KSOP account. While Mrs. Adams and Mr. Baker also share dispositive power over Mr. Adams’ shares, disposition of such shares may require court approval in accordance with Mississippi conservatorship laws.
The appointment of the conservators occurred by a court order. Accordingly, no consideration was paid by the conservators.
As of the date hereof, other than as noted below, the Reporting Persons have no plans or proposals that relate to or would result in (a) the acquisition of securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, bylaws, or other instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities of the Issuer becoming eligible for termination of registration under the Securities Exchange Act of 1934; or (j) any action similar to any of the matters enumerated above. The Reporting Persons have in the past and may in the future make gifts of shares of Common Stock to certain charities or family members for estate planning purposes. In addition, the shares of Common Stock held through the Issuer’s KSOP may be subject to annual distributions as required under the terms of the KSOP and applicable law. As noted above, Mr. Baker is Chairman of the Board, President and Chief Executive Officer of the Issuer. In the course of performing his duties for the Issuer, Mr. Baker may discuss one or more of the matters enumerated above with the directors of the Issuer or the Issuer’s management or may formulate a plan or proposal relating to one or more of the matters enumerated above.
| CUSIP No. 128030202 |
SCHEDULE 13D |
Page 6 of 9 Pages |
Item 5. Interest in Securities of the Issuer.
(a) and (b) The following table sets forth the beneficial ownership of shares of Common Stock for each person named in Item 2 as of the date of filing. Unless otherwise indicated in the footnotes, each such person has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of such shares.
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Name
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Number of Shares Beneficially Owned
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Percent of Shares
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Fred R. Adams, Jr. (1)
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15,838,593 |
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33.5 |
% |
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Jean Morris Adams (2)
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15,838,593 |
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33.5 |
% |
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Adolphus B. Baker (3)
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16,142,696 |
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33.4 |
% |
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(1)
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Includes 9,984,986 shares of Common Stock and 3,490,750 shares of Class A Common Stock owned by Mr. Adams, and 711,507 shares of Common Stock accumulated under the Issuer’s KSOP. Also includes 1,554,870 shares of Common Stock and 96,480 shares of Class A Common Stock owned by Jean Morris Adams, Mr. Adams’ spouse, separately and as to which Mr. Adams disclaims beneficial ownership. On November 7, 2011, Mrs. Adams and Mr. Baker were appointed by a court order to act as co-conservators of the person and estate of Mr. Adams. Pursuant to the conservatorship, Mrs. Adams and Mr. Baker share voting and investment power over Mr. Adams’ shares. While they also have dispositive power over such shares, disposition of such shares may require court approval in accordance with Mississippi conservatorship laws. As of November 7, 2011, Mr. Adams beneficially owned 16,661,848 shares of Common Stock, representing 35.8% of the Common Stock, consisting of 10,692,770 shares of Common Stock owned by Mr. Adams, 3,593,552 shares of Class A Common Stock, 819,180 shares of Common Stock accumulated under Mr. Adams’ ESOP account and 1,556,346 shares of Common Stock owned by Mrs. Adams as to which Mr. Adams disclaimed beneficial ownership.
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(2)
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Includes 1,554,870 shares of Common Stock and 96,480 shares of Class A Common Stock owned by Mrs. Adams. In addition, Mrs. Adams serves as co-conservator over the person and estate Fred R. Adams, Jr. As co-conservator, Mrs. Adams shares voting, investment and dispositive power over 14,187,243 shares of Common Stock. As of November 7, 2011, Mrs. Adams beneficially owned 16,661,848 shares of Common Stock, representing 35.8% of the Common Stock, consisting of (i) 1,556,346 shares of Common Stock owned by Mrs. Adams and (ii) 10,692,770 shares of Common Stock, 3,593,552 shares of Class A Common Stock, and 819,180 shares of Common Stock accumulated under the Issuer’s ESOP account, as to which Mrs. Adams and Mr. Baker shared voting, investment and dispositive power as co-conservators of Mr. Adams’ person and estate.
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(3)
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Includes (A) 315,036 shares of Common Stock and 1,210,986 shares of Class A Common Stock owned by Mr. Baker (B) 248,368 shares of Common Stock and 1,784 shares of Class A Common Stock owned by Mr. Baker’s spouse separately as to which Mr. Baker disclaims beneficial ownership, (C) 4,586 shares of Common Stock accumulated under his spouse’s KSOP account as to which Mr. Baker disclaims beneficial ownership, (D) 145,593 shares of Common Stock accumulated under Mr. Baker’s KSOP account and (E) 29,100 shares of unvested restricted Common Stock. In addition, Mr. Baker serves as co-conservator over the person and estate of Fred R. Adams, Jr. As co-conservator, Mr. Baker shares voting, investment and dispositive power over 14,187,243 shares of Common Stock. As of November 7, 2011, Mr. Baker beneficially owned 17,243,428 shares of Common Stock, representing 36.1% of the Common Stock, consisting of (i) 401,124 shares of Common Stock, (ii) 1,206,448 shares of Class A Common Stock, (iii) 44,000 vested stock options, (iv) 347,378 shares of Common Stock owned by Mr. Baker’s spouse separately as to which Mr. Baker disclaimed beneficial ownership, (v) 4,172 shares of Common Stock accumulated under his spouse’s ESOP account as to which Mr. Baker disclaims beneficial ownership, (vi) 134,804 shares of Common Stock accumulated under Mr. Baker’s ESOP account and (vii) 15,105,502 shares of Common Stock as to which Mrs. Adams and Mr. Baker shared voting, investment and dispositive power as co-conservators of Mr. Adams’ person and estate.
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(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than as described in Items 3, 4 and 5, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
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Exhibit Number
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Exhibit Name
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1
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Joint Filing Agreement by Fred R. Adams, Jr., Jean Morris Adams and Adolphus B. Baker.
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| 2 |
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Letters of Co-Conservatorship dated November 7, 2011. |