PROXY STATEMENT
CAGLE'S, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JULY 10, 1998
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 10th day of July, 1998, 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 23, 1998, 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 8, 1998
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.
<PAGE>
CAGLE'S, INC.
2000 HILLS AVENUE, N.W. ATLANTA, GEORGIA 30318
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 10, 1998
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 10, 1998, 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, 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 28, 1998, is enclosed herewith. The approximate date of
mailing this proxy statement and the form of proxy is June 8, 1998.
On May 23, 1998, the Company had outstanding and entitled to vote at the
Annual Meeting 4,989,681 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 holding a majority of the stock
issued and outstanding and entitled to vote. Only shareholders of record on
May 23, 1998, 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, 67, 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 10, 1998, 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.
. 1
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George Douglas Cagle, 45, 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, 57, 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, 44, 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, 49, 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, 43, 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., 54, 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, 41, has been a director since July, 1993. Ms. Chapman is a
principal in C2 & Associates, Ltd., an investment management marketing company.
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, 46, 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 individuals are
expected to be reelected as executive officers immediately following the Annual
Meeting.
George L. Pitts III, 49, 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.
Johnny M. Burkett, 56, has been Senior Vice President of the Company since
December, 1996, an office to which he is expected to be reelected at the next
annual meeting of the Board. Before joining the Company, Mr. Burkett was
employed by Fieldale Farms, a poultry processing company. Since 1991, Mr.
Burkett worked in both processing and live operations at Fieldale Farms,
holding the positions of Director of Processing and Director of Live
Operations.
OWNERSHIP OF VOTING SHARES BY OFFICERS, DIRECTORS AND OTHERS
The following table sets forth the stock ownership in the Company, as of May
1, 1998, of each director and nominee for director and of each executive
officer named in the Summary Compensation Table on page 6 hereof.
. Amount and Nature of Percent of
. Beneficial Ownership of Class A
. Name Class A Common Stock Common Stock
J. Douglas Cagle.............. 2,107,855 (a) 42.2%
George Douglas Cagle.......... 446,516 (b) 8.9%
Kenneth R. Barkley............ 6,500 (c) *
James David Cagle............. 452,847 (d) 9.1%
Jerry Don Gattis.............. 22,992 (e) *
Mark M. Ham IV................ 6,350 (f) *
John J. Bruno, Jr. ........... 7,250 (g) *
Candace Chapman............... 689 *
G. Bland Byrne III............ 2,000 *
Johnny M. Burkett ............ 9,584 *
All Directors and
Executive Officers
as a group (10) persons....... 3,062,583 (h) 61.0%
- --------------
*Less than 1% of issued and outstanding shares of Class A Common Stock of
the Company.
(a) This amount includes 955,875 shares owned by Mr. Cagle as trustee of a
trust established under the will of his father.
(b) This amount includes 110,300 shares held as custodian for Mr. Cagle's
children.
(c) This amount includes 6,250 shares which may be acquired upon the exercise
of options which are presently exercisable.
(d) This amount includes 116,633 shares held as custodian for Mr. Cagle's
children.
(e) This amount includes 12,500 shares which may be acquired upon the exercise
of options which are presently exercisable.
(f) This amount includes 6,250 shares which may be acquired upon the exercise
of options which are presently exercisable.
(g) This amount includes 6,250 shares which may be acquired upon the exercise
of options which are presently exercisable.
(h) This amount includes 31,250 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, 1998:
. Amount and Nature
Title of Name and Address of of Beneficial Percent of
Class Beneficial Owner Ownership (a) Class
- ------------ -------------------------- ----------------- ------------
Class A J. Douglas Cagle .............. 2,107,855 (b) 42.2%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A George Douglas Cagle .......... 446,516 (c) 8.9%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A James David Cagle.............. 452,847 (d) 9.1%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A Dimensional Fund Advisors, Inc. 300,750 (e) 6.0%
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 955,875 shares owned by Mr. Cagle as trustee of a
trust established under the will of his father.
(c) This amount includes 110,300 shares held as custodian for Mr. Cagle's
children.
(d) This amount includes 116,633 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 300,750
shares as of December 31, 1997, 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.
. 4
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 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 or she was a
director or member of the Audit Committee, respectively.
During the Company's last fiscal year, each director who was not 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, which fee is
included in the annual compensation column of the summary compensation table
shown on the following page for the executive officers named therein who also
were directors.
. 5
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EXECUTIVE COMPENSATION
The following tables and narrative text discuss the compensation paid in the
Company's fiscal year ended March 28, 1998, 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 1998 $304,203 -0- -0- $30,0464
Chairman of the Board & 1997 286,313 -0- -0- 24,8174
Chief Executive Officer 1996 277,198 $135,960 -0- 26,0184
Jerry Don Gattis 1998 283,395 -0- -0- 13,694
President & 1997 271,030 -0- -0- 7,172
Chief Operating Officer 1996 266,880 128,440 -0- 8,451
John J. Bruno 1998 186,073 -0- -0- 6,924
Senior Vice President- 1997 177,665 -0- -0- 5,782
Sales and Marketing 1996 166,058 82,500 -0- 3,046
Johnny M. Burkett (5 1998 181,525 -0- -0- 5,174
Senior Vice President 1997 63,942 -0- -0- 47
Kenneth R. Barkley 1998 135,941 -0- -0- 4,965
Senior Vice President- 1997 128,943 -0- -0- 5,820
Finance, Treasurer & 1996 124,368 58,526 -0- 5,701
Chief Financial Officer
- ------------------------------------------------------------------------------
1 The year designated in this column refers to the Company's fiscal
year which ended in such year, which for 1998 was March 28, 1998.
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"), the Company's Nonqualified
Savings Plan and 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 These amounts include $20,400 for 1996, $15,029 for 1997 and $21,108 for
1998 representing the portion of the premiums paid with respect to the
split dollar life insurance policies described in COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION below, which portion is considered
income for purposes of taxation.
5 Mr. Burkett commenced employment in November, 1996, and therefore, the
compensation shown for him for fiscal 1997 is for the period from his
employment commencement date to March 31, 1997.
. 6
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Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at
Options at Year End
Shares Acquired Year End (#) ($)
on Exercise Value Exercisable/ Exercisable/
Name (#) Realized Unexercisable Unexercisable
- ------------------ --------------- ---------- ------------- ----------------
J. Douglas Cagle _ _ _ _
Jerry D. Gattis _ _ 12,500/0 $16,563/$0
Johnny M. Burkett _ _ _ _
John J. Bruno _ _ 6,250/0 $8,282/$0
Kenneth R. Barkley _ _ 6,250/0 $8,282/$0
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 were also 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 the last fiscal year totaled $350,311.
. 7
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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; (iv)
allocation of contributions made by the Company to the respective accounts
of such executive officers under the Company's Nonqualified Savings Plan;
and (v) 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 shareholder 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.
. 8
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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 1993. The Peer Group Index
consists of the following companies: Pilgrim's Pride Corporation, Sanderson
Farms, Inc., Tyson Foods, Inc., and WLR Foods, Inc.
March 31, 1993 = $100.00
Base
Year March March March March March
Company/Index 1993 1994 1995 1996 1997 1998
---- ----- ----- ----- ----- -----
CAGLE'S, INC. 100 96 157 130 99 96
S&P 500 INDEX 100 101 117 155 186 275
PEER GROUP INDEX
AVERAGE 100 90 102 96 117 118
. 9
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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 Byrne, Eldridge, Moore & Davis, P.C. in which Mr. G. Bland Byrne
III, a director of the Company, is a principal, received $433,064.00 during
the last fiscal year of the Company as fees for legal services rendered to the
Company and its subsidiaries.
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 were also 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 the last fiscal year totaled $350,311.
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 from 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 1999 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 1999
annual meeting of shareholders is February 9, 1999.
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 23, 1998, 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 8, 1998
<PAGE>
