3320 Woodrow Wilson
Avenue Jackson, MS39207 (Address of principal executive offices (zip code))
601-948-6813 (Registrant’s
telephone number, including area code)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a — 12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d- 2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13d- 4(c))
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned hereunto duly authorized.
Item 2.01 Completion of Acquisition
or Disposition of Assets.
On October 12, 2005, Cal-Maine Foods,
Inc. (the “Company”, “we”, or “our”) completed the
acquisition of 51% of the outstanding Membership Interests in Hillandale, LLC
(“Hillandale”) for $27 million as contemplated by an Agreement to Form a Limited
Liability Company, Transfer Assets Thereto, and Purchase Units of Membership Therein,
dated July 28, 2005 (the “Agreement”) with Hillandale Farms of Florida, Inc. and
Hillandale Farms, Inc. (collectively, “Hillandale Companies”) and the
shareholders of Hillandale Companies. Pursuant to the terms of the Agreement, we will
purchase the remaining 49% of the Units of Membership of Hillandale for $25.9 million in
essentially equal annual installments over a four-year period, with the purchase price for
the units adjusted for changes in their book value as calculated in accordance with the
terms of the Agreement. In connection with the acquisition, the Company obtained a $28
million term loan from Metropolitan Life Insurance Company secured by certain property, plant and
equipment of Hillandale.
The Company accounted for the
acquisition as a purchase using the accounting standards established in Statement of
Financial Accounting Standards (“SFAS”) No. 141, “Business
Combinations”. Accordingly, the purchase price for 51% of the outstanding Membership
Interests along with the present value of the estimated fair value of the Company’s
obligation to purchase the remaining 49% was allocated based upon the fair value of the
assets acquired and liabilities assumed.
The Company gained effective control
of the Hillandale operations upon signing of the Agreement. Accordingly, the acquisition date
for accounting purposes is July 28, 2005. The operations of Hillandale were
consolidated with the Company’s operations beginning July 29, 2005. Because all of
the information to close the accounting records of Hillandale was not available for the
Company’s first quarter ended August 27, 2005, the financial
statements of Hillandale were included in the Company’s consolidated financial statements beginning in the second
fiscal quarter of 2006.
We reported our entry into the
Agreement in our Current Report on Form 8-K dated July 28, 2005, and the completion
of the acquisition of 51% of the Members’ Interest in Hillandale in our Current
Report on Form 8-K dated October 12, 2005.
1
Item 9.01 Financial
Statements and Exhibits.
The
Company hereby amends its Item 9.01 of its Current Report on Form 8-K dated October 12,2005, to file the Financial Statements and Exhibits of the Company related to the
acquisition of Hillandale and to file the required pro forma financial information. It was
not possible to provide the Financial Statements and Exhibits contained in this Form 8-K/A
at the time the Company filed its Current Report on Form 8-K dated October 12, 2005.
Unaudited
financial statements for the four weeks ended July 30, 2005 and the fourteen weeks ended
October 2, 2004.
Financial Statements of
Hillandale, LLC
•
Unaudited
financial statements of Hillandale, LLC for the eight weeks ended September 24, 2005.
(b)
Pro forma financial information.
Unaudited
pro forma consolidated balance sheet as of the Company’s first quarter ended August27, 2005 and the consolidated unaudited pro forma statements of operations for the year
ended May 28, 2005 and for the thirteen weeks ended August 27, 2005
Unaudited
Financial Statements of Hillandale Farms, Inc. for the four weeks ended July 30, 2005
and the fourteen weeks ended October 2, 2004.
99.4
Unaudited
Financial Statements of Hillandale Farms of Florida, Inc. for the four weeks ended July30, 2005 and the fourteen weeks ended October 2, 2004
99.5
Unaudited
Financial Statements of Hillandale, LLC for the eight weeks ended September 24, 2005
99.6
Unaudited
Pro Forma Consolidated Balance Sheet as of Company’s first quarter ended August 27,2005 and the Unaudited Pro Forma Consolidated Statements of Operations for the year ended
May 28, 2005 and for the thirteen weeks ended August 27, 2005
3
Dates Referenced Herein and Documents Incorporated by Reference