Cal-Maine Foods, Inc.
|
(Name of Issuer) |
Common Stock, $0.01 par value
|
(Title of Class of Securities) |
128030202
|
(CUSIP Number) |
Adolphus B. Baker
P.O. Box 2960
Jackson, Mississippi 39207
(601) 948-6813
|
(Name, address and telephone number of person
authorized to receive notices and communications)
|
November 7, 2011
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(Date of event which requires filing of this statement) |
CUSIP No. 128030202 | SCHEDULE 13D | Page 2 of 9 Pages |
1
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NAME OF REPORTING PERSONS
Fred R. Adams, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) þ
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
15,838,593(1)(2)
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
15,838,593(1)(2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,838,593(1)(2)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
N/A
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(3)(4)
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 128030202 | SCHEDULE 13D | Page 3 of 9 Pages |
1
|
NAME OF REPORTING PERSONS
Jean Morris Adams
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) þ
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
1,651,350(1)(2)
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
14,187,243(1)(2)
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
1,651,350(1)(2)
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
14,187,243(1)(2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,838,593(1)(2)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
N/A
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(3)(4)
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 128030202 | SCHEDULE 13D | Page 4 of 9 Pages |
1
|
NAME OF REPORTING PERSONS
Adolphus B. Baker
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) þ
(b) o
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
1,700,715(1)(2)
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
14,441,981(1)(2)
|
|
OWNED BY
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
1,700,715(1)(2)
|
|
REPORTING
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
14,441,981(1)(2)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,142,696(1)(2)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
N/A
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%(3)(4)
|
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 128030202 | SCHEDULE 13D | Page 5 of 9 Pages |
CUSIP No. 128030202 | SCHEDULE 13D | Page 6 of 9 Pages |
Name
|
Number of Shares Beneficially Owned
|
Percent of Shares
|
||||||
Fred R. Adams, Jr. (1)
|
15,838,593 | 33.5 | % | |||||
Jean Morris Adams (2)
|
15,838,593 | 33.5 | % | |||||
Adolphus B. Baker (3)
|
16,142,696 | 33.4 | % |
(1)
|
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.
|
(2)
|
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.
|
(3)
|
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.
|
Exhibit Number
|
Exhibit Name
|
|
1
|
Joint Filing Agreement by Fred R. Adams, Jr., Jean Morris Adams and Adolphus B. Baker.
|
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2 | Letters of Co-Conservatorship dated November 7, 2011. |
FRED R. ADAMS, JR. | ||||
August 28, 2015
|
/s/ Jean Morris Adams | |||
Date |
By:
|
Jean Morris Adams, as co-conservator | ||
August 28, 2015
|
By:
|
/s/ Adolphus B. Baker | ||
Date | Adolphus B. Baker, as co-conservator |
August 28, 2015
|
/s/ Jean Morris Adams | |||
Date |
JEAN MORRIS ADAMS
|
August 28, 2015
|
/s/ Adolphus B. Baker | |||
Date |
ADOLPHUS B. BAKER
|
FRED R. ADAMS, JR. | |||
|
/s/ Jean Morris Adams | ||
By: | Jean Morris Adams, as co-conservator | ||
/s/ Adolphus B. Baker | |||
By: | Adolphus B. Baker, as co-conservator | ||
/s/ Jean Morris Adams | |||
JEAN MORRIS ADAMS | |||
/s/ Adolphus B, Baker | |||
ADOLPHUS B. BAKER | |||
IN THE MATTER OF THE | FILED |
CONSERVATORSHIP OF | NOV 07 2011 |
FRED R. ADAMS, JR. | EDDIE JEAN CARR, CHANCERY CLERK |
CIVIL ACTION NO.: P2011-555 |
[SEAL] | EDDIE JEAN CARR | ||
CHANCERY CLERK OF HINDS COUNTY | |||
By: /s/ R. Johnsen D.C. | |||