PROXY STATEMENT
CAGLE'S, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JULY 12, 1996
TO THE HOLDERS OF CLASS A COMMON STOCK:
Notice is hereby given that the Annual Meeting of Shareholders of Cagle's,
Inc. (the "Company"), will be held at the Company's offices located at 2000
Hills Avenue, Atlanta, Georgia, on the 12th day of July, 1996, at 11:00 A.M.
Eastern Daylight Time, for the following purposes:
(1) To fix the number of members of the Board of Directors at nine, and to
elect the members thereof; and
(2) To transact any other business that may properly come before the meeting or
any adjournments thereof; all as set forth in the Proxy Statement
accompanying this notice.
Only holders of record of Class A Common Stock on May 25, 1996, will be
entitled to vote at the meeting. The transfer books will not be closed.
By order of the Board of Directors.
George L. Pitts, Secretary
Atlanta, Georgia
June 10, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE SIGN,
DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY
ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR
PROXY AND VOTE IN PERSON.
CAGLE'S, INC.
2000 HILLS AVENUE, N.W. ATLANTA, GEORGIA 30318
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 12, 1996
The enclosed proxy is solicited by the Board of Directors of Cagle's, Inc.
(the ``Company") for use at the Annual Meeting of Shareholders to be held on
July 12, 1996, and at any adjournment thereof, and is revocable by written
notice to the Secretary of the Company at any time before its exercise. Unless
revoked, proxies in the form enclosed, properly executed and received by the
Secretary of the Company prior to the Annual Meeting, will be voted at the
meeting as specified by the shareholder in the proxy or, except with respect to
broker non-votes, if no specification is made in the proxy, then the persons
designated as proxies shall vote FOR each of the proposals set forth in the
accompanying Notice of Annual Meeting of Shareholders, and according to their
discretion upon all other matters which may properly come before the meeting.
Broker non-votes will not be included in vote totals and will have no effect on
the outcome of the vote. Abstentions will not be counted either as a vote FOR
or a vote AGAINST a proposal and will have no effect on the outcome of the vote.
An annual report to the shareholders, including financial statements for the
year ended March 30, 1996, is enclosed herewith. The approximate date of mailing
this proxy statement and the form of proxy is June 10, 1996.
On May 25, 1996, the Company had outstanding and entitled to vote at the
Annual Meeting 5,006,263 shares of Class A Common Stock. With regard to any
matter to be considered, each share of Class A Common Stock is entitled to one
vote. If a quorum is present, directors will be elected by the affirmative vote
of a majority of the shares represented at the meeting in person or by proxy. A
quorum consists of shareholders owning 50% of the Class A Common Stock
plus one share. Only shareholders of record on May 25, 1996, are entitled to
vote at the meeting.
The enclosed proxy will be voted to fix the number of members of the Board
of Directors at nine and elect the nine nominees named in the proxy. Each
director shall hold office for a term of one year and thereafter until his or
her successor shall have been duly elected and qualified. In the event that any
of the nominees is unable to serve (which is not anticipated), the persons
designated as proxies will cast votes for the remaining nominees and for such
other persons as they may select. All nine of the nominees are presently
directors, whose one year terms of office will expire at the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are presently directors of the Company and have been
nominated to stand for re-election:
J. Douglas Cagle, 65, has been a director of the Company since 1953, and has
been Chief Executive Officer of the Company since 1970 and Chairman of the
Board of the Company since July, 1993. Mr. Cagle served as President of the
Company from 1970 to July, 1993. He is expected to be reelected to the offices
of Chief Executive Officer and Chairman of the Board when his one year term
expires at the next annual meeting of the Board, which is scheduled for July
12, 1996, immediately following the Annual Meeting of Shareholders. Under rules
promulgated by the Securities and Exchange Commission, Mr. Cagle is a
``control person" of the Company due to his stock holdings and those of his
relatives. Mr. Cagle is the father of George Douglas Cagle and James David
Cagle, who are also directors of the Company.
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George Douglas Cagle, 43, has been a director of the Company since July,
1976. Mr. Cagle has been employed in the corporate sales department of the
Company since the end of 1977, and he has been Vice President New Product
Development since July, 1993, an office to which he is expected to be reelected
at the next annual meeting of the Board. Mr. Cagle is the son of J. Douglas
Cagle and the brother of James David Cagle, who are also directors of the
Company.
Kenneth R. Barkley, 55, has been employed by the Company since April, 1974,
has been a director of the Company since July, 1977, and has been Treasurer and
Chief Financial Officer of the Company since July, 1977 and Senior Vice
President Finance of the Company since July, 1993. Mr. Barkley served as
Secretary of the Company from July, 1977 to July, 1993. He is expected to be
reelected to the offices of Treasurer, Chief Financial Officer and Senior Vice
President Finance at the next annual meeting of the Board.
James David Cagle, 42, has been a director since July, 1987. He has been
employed in the corporate sales department of the Company since 1982, and he
has been Vice President New Product Sales since July, 1993, an office to which
he is expected to be reelected at the next annual meeting of the Board. Mr.
Cagle is the son of J. Douglas Cagle and the brother of George Douglas Cagle,
who are also directors of the Company.
Jerry Don Gattis, 47, has been a director since July, 1989, and has been
President and Chief Operating Officer of the Company since July, 1993, offices
to which he is expected to be reelected at the next annual meeting of the Board.
Mr. Gattis joined the Company in April, 1987 as Vice President Sales and
Marketing, which office he held until February, 1989. He served as Senior Vice
President of the Company from February, 1989 to July, 1993. Before becoming
employed by the Company, Mr. Gattis was Director of Sales and Distribution for
Pilgrim's Pride and had held this position since 1981. Mr. Gattis previously
had been associated with Mountaire Corporation, which Pilgrim's Pride acquired
in 1981. While with Mountaire, Mr. Gattis served as Sales Manager and later as
General Manager of Processing and Sales.
Mark M. Ham IV, 41, has been a director since July, 1993. Mr. Ham has been
Assistant Secretary of the Company since July, 1987 and Vice President
Information Systems since July, 1993, offices to which he is expected to be
reelected at the next annual meeting of the Board. Mr. Ham has been associated
with the Company since 1977, during which time he has been responsible for the
Company's cost accounting and special accounting projects and matters involving
data processing and telecommunication.
John J. Bruno, Jr., 52, has been a director since July, 1993. Mr. Bruno joined
the Company in October, 1988 as Director of Sales and Marketing and has been
Senior Vice President Sales and Marketing of the Company since July, 1993, an
office to which he is expected to be reelected at the next annual meeting of
the Board. Mr. Bruno served as Vice President Sales and Marketing from
February, 1989 to July, 1993. Before becoming employed by the Company, Mr.
Bruno was Director of Sales and Marketing for Marshall Durbin Company and had
held that position since 1980.
Candace Chapman, 39, has been a director since July, 1993. Ms. Chapman is a
principal in C2 Associates, Ltd. Prior to forming C2 Associates, Ltd., Ms.
Chapman was a Consultant/Director of Marketing at Wyatt Investment
Consulting, Inc. Ms. Chapman previously was a Vice President at Atlanta
Capital Management Company from 1991 to October, 1994, and worked in the
trust investment division of SouthTrust Bank, from 1987 to 1991, where she
developed business opportunities for the bank. Ms. Chapman is a Certified
Public Accountant and also holds Series 7 and Series 63 investment licenses.
G. Bland Byrne III, 44, has been a director since July, 1995. Mr. Byrne is a
principal in the law firm of Byrne, Eldridge, Moore & Davis, P.C. Mr. Byrne
previously was a partner in the law firm of Swift, Currie, McGhee & Hiers,
from January, 1984 to April, 1994.
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The foregoing list of nominees includes several persons who also may be
considered executive officers of the Company: namely, J. Douglas Cagle,
George Douglas Cagle, Kenneth R. Barkley, James David Cagle, Jerry Don
Gattis, Mark M. Ham IV, and John J. Bruno, Jr. In addition, the following
individual is expected to be reelected as an executive officer immediately
following the Annual Meeting:
George L. Pitts III, 47, has been Secretary of the Company since July, 1993,
an office to which he is expected to be reelected at the next annual meeting of
the Board. Mr. Pitts has been employed in the corporate accounting department
of the Company since 1974, holding the position of Corporate Accounting Manager.
OWNERSHIP OF VOTING SHARES BY OFFICERS, DIRECTORS AND OTHERS
The following table sets forth the stock ownership in the Company, as of May 1,
1996, of each director and nominee for director and of each executive officer
named in the Summary Compensation Table on page 5 hereof.
Amount and Nature of Percent of
Beneficial Ownership of Class A
Name Class A Common Stock Common Stock
J. Douglas Cagle.............. 2,124,556 (a) 42.4%
George Douglas Cagle.......... 439,484 (b) 8.8%
Kenneth R. Barkley............ 4,000 (c) *
James David Cagle............. 443,178 (d) 8.9%
Jerry Don Gattis.............. 14,192 (e) *
Mark M. Ham IV................ 3,850 (f) *
John J. Bruno, Jr............. 4,750 (g) *
Candace Chapman............... 494 *
G. Bland Byrne III............ 2,000 *
All Directors and
Executive Officers
as a group (10) persons....... 3,036,504 (h) 60.4%
- --------------
*Less than 1% of issued and outstanding shares of Class A Common Stock of
the Company.
(a) This amount includes 962,028 shares owned by Mr. Cagle as trustee of a
trust established under the will of his father.
(b) This amount includes 105,026 shares held as custodian for Mr. Cagle's
children.
(c) This amount includes 3,750 shares which may be acquired upon the exercise
of options which are presently exercisable.
(d) This amount includes 108,722 shares held as custodian for Mr. Cagle's
children.
(e) This amount includes 7,500 shares which may be acquired upon the exercise
of options which are presently exercisable.
(f) This amount includes 3,750 shares which may be acquired upon the exercise
of options which are presently exercisable.
(g) This amount includes 3,750 shares which may be acquired upon the exercise
of options which are presently exercisable.
(h) This amount includes 18,750 shares which may be acquired upon the exercise
of options which are presently exercisable.
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The following table sets forth each person known to management to be the
beneficial owner of more than five percent of the voting securities of the
Company as of May 1, 1996:
Amount and Nature
Title of Name and Address of of Beneficial Percent of
Class Beneficial Owner Owenership (a) Class
Class A J. Douglas Cagle .............. 2,124,556 (b) 42.4%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A George Douglas Cagle .......... 439,484 (c) 8.8%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A James David Cagle.............. 443,178 (d) 8.9%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A Dimensional Fund Advisors, Inc. 306,000 (e) 6.1%
Common Stock 1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
- ----------------
(a) Of the shares shown in this column, management knows of no shares with
respect to which such listed beneficial owners have the right to acquire
beneficial ownership as specified in regulations of the Securities and
Exchange Commission.
(b) This amount includes 962,028 shares owned by Mr. Cagle as trustee of a
trust established under the will of his father.
(c) This amount includes 105,026 shares held as custodian for Mr. Cagle's
children.
(d) This amount includes 108,722 shares held as custodian for Mr. Cagle's
children.
(e) Dimensional Fund Advisors, Inc. (``Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 306,000 shares as of
December 31, 1995, all of which are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company, or in a
series of the DFA Investment Trust Company, a Delaware business trust,
or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, for all of which
Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
Securities and Exchange Commission ("SEC") regulations, the Company's
directors, certain officers, and greater than ten percent shareholders are
required to file reports of ownership and changes in ownership with the SEC and
the American Stock Exchange and to furnish the Company with copies of all such
reports they file. Based solely on its review of such reports from certain
reporting persons, the Company believes that all filing requirements applicable
to its directors, officers and ten percent shareholders were satisfied during
the Company's last fiscal year.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS AND
COMPENSATION OF DIRECTORS
The Board of Directors established an Audit Committee in February, 1981.
This committee reviews the work of the Company's independent public
accountants, management, and internal accounting staff to ensure that each is
properly discharging its responsibilities in the area of financial control and
reporting. The committee is presently composed of George Douglas Cagle, G.
Bland Byrne III, and Candace Chapman. The Company does not have
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nominating or compensation committees of the Board of Directors. During the
last fiscal year, there were five meetings of the Board of Directors, and the
Audit Committee met one time. Each of the incumbent directors during the last
fiscal year attended at least 75% of the aggregate of the number of meetings of
the Board of Directors and the number of meetings of the Audit Committee held
during any period during which he was a director or member of the Audit
Committee, respectively.
During the Company's last fiscal year, each director who was not also an
officer or full time employee of the Company, received an annual director's fee
in the amount of $15,000. Directors who were officers or full time employees of
the Company received an annual director's fee of $10,000.
EXECUTIVE COMPENSATION
The following tables and narrative text discuss the compensation paid in the
Company's fiscal year ended March 30, 1996, and the two prior fiscal years to
the Company's Chief Executive Officer and the Company's four other most
highly compensated executive officers.
Summary Compensation Table
Long Term
Compensation
------------
Annual Securities
Name and Principal -------------------------- Underlying All Other
Position Year(1 Salary Bonus (2 Options(#) Compensation(3
- ------------------------- ---- -------- -------- ---------- --------------
J. Douglas Cagle 1996 $277,198 $135,960 -0- $26,018 (4
Chairman of the Board & 1995 262,315 132,000 -0- 18,400
Chief Executive Officer 1994 248,796 122,200 -0- 12,213
Jerry Don Gattis 1996 266,880 128,440 -0- 8,451
President & 1995 243,639 123,500 -0- 9,676
Chief Operating Officer 1994 226,361 112,294 12,500 9,559
John J. Bruno 1996 166,058 82,500 -0- 3,046
Senior Vice President 1995 151,289 75,000 -0- 4,247
Sales and Marketing 1994 138,746 67,695 6,250 4,614
Kenneth R. Barkley 1996 124,368 58,526 -0- 5,701
Senior Vice President 1995 117,577 56,275 -0- 8,370
Finance,Treasurer & 1994 110,280 52,140 6,250 7,728
Chief Financial Officer
Mark M. Ham IV 1996 97,998 45,032 -0- 11,408
Vice Pres. Information 1995 92,775 43,300 -0- 10,571
Systems & Asst. Secretary 1994 84,807 40,092 6,250 5,829
(1 The year designated in this column refers to the Company's fiscal year
which ended in such year, which for 1996 was March 30, 1996.
(2 The amounts in this column represent the bonuses paid to the named
individuals pursuant to the Company's Executive Bonus Plan.
(3 This column includes contributions or payments to, or for the account of,
the named individuals pursuant to the Company's Cash or Deferred
Profit-Sharing Plan (the "401(k) Plan") and to the Company's medical
reimbursement plan. The medical reimbursement plan covers directors who are
also employees and officers. Medical expenses of the covered individuals
and their dependents which are not otherwise covered by insurance are paid
under this plan upon the filing of a proof of claim by the covered
individual with the Company's insurance carrier.
(4 This amount includes $20,400 representing the portion of the premiums paid
with respect to the split dollar life insurance policies described in
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION below, which
portion is considered income for purposes of taxation.
5
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at
Options at Year End
Shares Acquired Year End (#) ($)
on Exercise Value Exercisable/ Exercisable/
Name (#) Realized Unexercisable Unexercisable
- ------------------ --------------- ---------- ------------- ----------------
J. Douglas Cagle _ _ _ _
Jerry D. Gattis _ _ 7,500/5,000 $42,750/$28,500
John J. Bruno _ _ 3,750/2,500 $21,375/$14,250
Kenneth R. Barkley _ _ 3,750/2,500 $21,375/$14,250
Mark M. Ham IV _ _ 3,750/2,500 $21,375/$14,250
Compensation Committee Interlocks and Insider Participation
The Board of Directors of the Company does not have a standing compensation
committee. The entire Board determines the compensation of the Chief Executive
Officer, and the Chief Executive Officer determines the compensation of the
remaining executive officers of the Company and its wholly-owned subsidiary.
The following members of the Board of Directors also were executive officers
of the Company and its subsidiary during the last fiscal year: J. Douglas
Cagle, Jerry Don Gattis, Kenneth R. Barkley, John J. Bruno, Jr., Mark M. Ham
IV, George Douglas Cagle and James David Cagle.
Two irrevocable trusts hold two cash value life insurance policies on the lives
of J. Douglas Cagle and his wife, the aggregate face value of which is
$20,000,000. The Company is a party to a split dollar agreement with each trust
pursuant to which the Company has agreed to make all of the payments on the
policies which are not paid by the trusts until the death of both J. Douglas
Cagle and his wife or, if earlier, the termination of the agreements by the
trusts, at which time the trusts shall repay to the Company all amounts paid
by the Company on such policies. The premiums paid by the Company on these
policies during its last fiscal year totaled $289,755.28.
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Board Report on Executive Compensation
The components of the annual compensation paid to the Chief Executive Officer
and the other executive officers of the Company are (i) base salary; (ii) a
bonus calculated pursuant to the provisions of the Company's Executive Bonus
Plan; (iii) allocation of contributions made by the Company to the respective
accounts of such executive officers under the Company's 401(k) Plan; and (iv)
payments made pursuant to the Company's medical reimbursement plan. All
executive officers other than the Chief Executive Officer are also eligible to
participate in the Company's 1993 Stock Option Plan.
The base salaries of the Chief Executive Officer and of the other executive
officers are not directly related to factors such as the Company's
profitability, sales growth, return on equity or market share, except to the
extent that such factors impact the Company's overall ability to satisfy its
compensation obligations to all employees. The base salaries for the Chief
Executive Officer and other executive officers of the Company are determined
primarily by a comparison of similarly situated officers of other companies in
the poultry industry. Years of service, responsibilities, company growth,
future plans and the Company's current ability to pay are also taken into
account in determining such base salaries.
The Chief Executive Officer and certain other executive officers are
participants in the Company's Executive Bonus Plan. The amount of the bonuses
payable are based upon the Company's after tax return on shareholder equity.
Such return is calculated before the accrual of any bonus payable pursuant to
the plan. Pursuant to the plan, each participant receives a bonus in an amount
equal to: fifty percent (50%) of such participant's base salary for a return
on shareholders equity of twenty percent (20%) or more, thirty percent (30%) of
base salary for a return of 15% to 19.99%, twenty percent (20%) of base salary
for a return of 10% to 14.99%, with no bonus payable if the return is less than
ten percent (10%).
The stock options granted under the 1993 Stock Option Plan, which plan was
approved by the shareholders in July, 1993, provide an incentive for executive
officers to manage the Company with a view toward maximization of long-term
shareholder value. Stock options to purchase Class A Common Stock may be
granted by the Plan Administrator to executive officers at an option price of
100% of the market value on the date of the grant, with a maximum term of 10
years. The Plan Administrator has sole discretion in determining the amount of
shares covered by each option and the vesting thereof.
This report was prepared by the entire Board of Directors of the Company.
Performance Graph
The following graph presents a comparison of five year cumulative total
shareholder returns among Cagle's, Inc., the S&P 500 Index and a Peer Group
Index. This information provides the annual return from the beginning of the
previous fiscal year assuming dividends are reinvested monthly. The graph
assumes an initial investment of $100 in March 1991. The Peer Group Index
consists of the following companies: Golden Poultry, Inc., Hudson Foods, Inc.,
Pilgrim's Pride Corporation, Sanderson Farms, Inc., Tyson Foods, Inc., and
WLR Foods, Inc.
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March 31, 1991 = $100.00
Base
Year March March March March March
Company/Index 1991 1992 1993 1994 1995 1996
---- ----- ----- ----- ----- -----
CAGLE'S, INC. -CL A 100 112 418 402 656 543
S&P 500 INDEX 100 111 128 130 150 198
PEER GROUP INDEX
AVERAGE 100 86 123 111 131 122
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MATERIAL INTERESTS AND MATERIAL TRANSACTIONS
Certain directors or nominees for director are affiliated with entities that
have transacted a material amount of business with the Company during the
Company's last fiscal year or that propose to do so during the Company's
current fiscal year. These business relationships are as follows:
The firm of Swift, Currie, McGhee & Hiers, in which Mr. Warner S. Currie, who
was a director of the Company during the first three months of the last fiscal
year of the Company, is of counsel, received $138,296.10 during the last fiscal
year of the Company as fees for legal services rendered to the Company and its
subsidiaries. The firm of Byrne, Eldridge, Moore & Davis, P.C. in which Mr. G.
Bland Byrne III, a director of the Company, is a principal, received
$202,289.00 during the last fiscal year of the Company as fees for legal
services rendered to the Company and its subsidiaries.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation of shareholders of record by mail, telephone or personal contact,
arrangements will be made with brokerage houses to furnish proxy materials to
their principals, and the Company will reimburse them for mailing expenses.
Custodians and fiduciaries will be supplied with proxy materials to forward to
beneficial owners of stock.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP to serve as independent
accountants of the Company for the current fiscal year. Arthur Andersen LLP has
served as the Company's independent accountants since 1984.
Representatives of Arthur Andersen LLP are expected to be present at the
shareholders' meeting, will have an opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions.
PROPOSALS OF SECURITY HOLDERS FOR 1997 ANNUAL MEETING
The deadline for receipt of shareholder proposals for inclusion in the
Company's proxy statement and form of proxy for presentation at the 1997 annual
meeting of shareholders is February 12, 1997.
OTHER MATTERS
Management does not know of any matter to be brought before the meeting other
than those referred to above. If any other matters properly come before the
meeting, the persons designated as proxies will vote thereon in accordance with
their best judgment.
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Whether or not you expect to be present at the meeting in person, please sign,
date and return the enclosed proxy promptly in the enclosed business reply
envelope. No postage is necessary if mailed in the United States.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
HEREBY SOLICITED, ON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS
AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE COMPANY'S MOST RECENT FISCAL YEAR. REQUESTS SHOULD BE
ADDRESSED TO MR. GEORGE PITTS, SECRETARY, CAGLE'S, INC., POST OFFICE BOX
4664, ATLANTA, GEORGIA 30302. IF THE PERSON REQUESTING THE REPORT WAS NOT
A SHAREHOLDER OF RECORD ON MAY 25, 1996, THE REQUEST MUST INCLUDE A
REPRESENTATION THAT HE WAS A BENEFICIAL OWNER OF THE COMMON STOCK ON
THAT DATE.
By order of the Board of Directors.
George L. Pitts, Secretary
Atlanta, Georgia
June 10, 1996
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