SECURITIES EXCHANGE AND COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 1999
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CAL-MAINE FOODS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-04892 64-0500378
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
3320 Woodrow Wilson Avenue, Jackson, MS 39207
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 948-6813
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Item 2. ACQUISITION OR DISPOSAL OF ASSETS
(a) On September 30, 1999, Cal-Maine Foods, Inc., (the "Company")
purchased substantially all of the assets and assumed certain liabilities of
Smith Farms, Inc. and certain related companies ("Smith Farms") for a cash
purchase price of approximately $36.2 million. The assets purchased are Smith
Farms' egg production and processing businesses in Texas and Arkansas, and
include approximately 3.9 million laying hens and growing pullets, two feed
mills located in Texas and Arkansas, two egg production complexes in Texas and
one egg production complex in Arkansas, as well as certain equipment for feed
and egg delivery.
Smith Farms is primarily in the production, cleaning, grading, packing
and sale of fresh shell eggs. The Company is continuing to conduct the
business of Smith Farms following the acquisition of assets.
(b) FUNDING OF THE ACQUISITION
The cash purchase price of the acquisition was provided from current
operating funds. The Company intends to obtain long-term financing on certain
of the acquired assets.
Item 7. FINANCIAL STATEMENTS, PRO FORMS FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED.
The historical financial statements of Smith Farms, the acquisition of
which is discussed under Item 2 above, that are required under Rule 3-05 of
Regulation S-X will be filed by amendment pursuant to Item 7 (a)(4) of Form
8-K.
(b) PRO FORMA FINANCIAL INFORMATION
The pro forma financial statements required by Article 11 of Regulation
S-X will be filed by amendment pursuant to Item 7(b)(2) of Form 8-K.
(c) EXHIBITS
The following exhibit is filed herewith:
Exhibit NO. Document
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2 Sale and Exchange Agreement dated September
13, 1999, by and among B & N Poultry, et al.,
and Cal-Maine Foods, Inc. (Omitted exhibits
will be furnished supplementally to the
Commission upon request.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAL-MAINE FOODS, INC.
(Registrant)
Dated: October 13, 1999 By: /s/FRED ADAMS
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Fred Adams
Chief Executive Officer
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