PROXY STATEMENT
CAGLE'S, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JULY 14, 2000
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 14th day of July, 2000, 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 27, 2000, 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 12, 2000
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 14, 2000
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 14, 2000, 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 April 1, 2000, is enclosed herewith. The approximate date of mailing
this proxy statement and the form of proxy is June 12, 2000.
On May 27, 2000, the Company had outstanding and entitled to vote at the Annual
Meeting 4,740,280 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 27, 2000, 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 until the annual meeting of shareholders held next after his
election and until a qualified successor shall be 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 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, 69, 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 14, 2000,
immediately following the Annual Meeting of Shareholders. 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, 47, has been a director of the Company since July, 1976.
Mr. Cagle 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, 59, has been a director of the Company since July, 1977.
Mr. Barkley has been Treasurer and Chief Financial Officer of the Company since
July, 1977 and Senior Vice President-Finance of the Company since 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, 46, has been a director since July, 1987. Mr. Cagle 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 D. Gattis, 51, has been a director since July, 1989. Mr. Gattis 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.
Mark M. Ham IV, 45, 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.
John J. Bruno, Jr., 56, has been a director since July, 1993. Mr. Bruno 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.
Candace Chapman, 44, has been a director since July, 1993. Ms. Chapman is a
partner and Director of Marketing and Client Services of New Amsterdam Partners,
an investment management firm. Ms. Chapman previously had been a principal in
C2 & Associates, Ltd., an investment management marketing company, from March,
1996 to June, 1999. Prior to forming C2 & Associates, Ltd., Ms. Chapman had
been a Consultant/Director of Marketing at Wyatt Investment Consulting, Inc.
since October, 1994. Ms. Chapman is a Certified Public Accountant and also
holds Series 7 and Series 63 investment licenses.
G. Bland Byrne III, 48, has been a director since July, 1995. Mr. Byrne is a
principal in the law firm of Byrne, 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.
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 D. 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, 51, 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, 58, 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
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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,
2000, 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.............. 2,095,855 (1) 44.2%
George Douglas Cagle.......... 451,316 (2) 9.5%
Kenneth R. Barkley............ 5,300 (3) *
James David Cagle............. 436,847 (4) 9.2%
Jerry Don Gattis.............. 18,192 *
Mark M. Ham IV................ 3,850 (5) *
John J. Bruno, Jr. ........... 5,549 *
Candace Chapman............... 1,173 *
G. Bland Byrne III............ 2,000 *
Johnny M. Burkett ............ 9,851 *
All Directors and
Executive Officers
as a group (11) persons....... 3,029,933 (6) 63.8%
*Less than 1% of issued and outstanding shares of Class A Common Stock of the
Company.
(1) This amount includes 951,875 shares owned by Mr. Cagle as trustee of a
trust established under the will of his father.
(2) This amount includes115,100 shares held as custodian for Mr. Cagle's
children.
(3) This amount includes 2500 shares which may be acquired upon the exercise of
options which are presently exercisable.
(4) This amount includes 123,833 shares held as custodian for Mr. Cagle's
children.
(5) This amount includes 3750 shares which may be acquired upon the exercise of
options which are presently exercisable.
(6) This amount includes 6250 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, 2000:
. Amount and Nature
Title of Name and Address of of Beneficial Percent of
Class Beneficial Owner Ownership (1) Class
------------- ------------------------ ----------------- -----------
Class A J. Douglas Cagle .............. 2,095,855 (2) 44.2%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A George Douglas Cagle .......... 451,316 (3) 9.5%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A James David Cagle.............. 436,847 (4) 9.2%
Common Stock 2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Class A Dimensional Fund Advisors, Inc. 251,050 (5) 5.3%
Common Stock 1299 Ocean Avenue,11th Floor
Santa Monica, California 90401
----------------
(1) 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.
(2) This amount includes 951,875 shares owned by Mr. Cagle as trustee of a trust
established under the will of his father.
(3) This amount includes 115,100 shares held as custodian for Mr. Cagle's
children.
(4) This amount includes 123,833 shares held as custodian for Mr. Cagle's
children.
(5) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 251,050 shares as of
December 31, 1999, 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.
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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, with one exception. Mr. Burkett's shares are held
in a brokerage account which automatically reinvested dividends. The shares of
the Company that were purchased with reinvested dividends, totaling 83 shares,
were not reported in a timely manner.
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 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.
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EXECUTIVE COMPENSATION
The following tables and narrative text discuss the compensation paid in the
Company's fiscal year ended April 1, 2000, and its 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
. Annual Compensation Compensation
----------------------- -------------------------- ------------ ---------------
. Securities
Name and Principal Underlying All Other
Position Year(1) Salary(2) Bonus(3) Options Compensation(4)
J. Douglas Cagle 2000 $324,117 $ 94,515 -0- $35,118(5)
Chairman of the Board & 1999 $314,538 $151,466 -0- 37,034(5)
Chief Executive Officer 1998 304,203 -0- -0- 30,046(5)
Jerry Don Gattis 2000 309,624 90,154 -0- 9,839
President & 1999 299,343 144,477 -0- 12,282
Chief Operating Officer 1998 283,395 -0- -0- 13,694
Johnny M. Burkett 2000 196,269 59,055 -0- 5,522
Senior Vice President 1999 190,220 94,640 -0- 5,881
. 1998 181,525 -0- -0- 5,174
John J. Bruno 2000 206,268 59,055 -0- 8,982
Senior Vice President- 1999 197,455 94,640 -0- 7,310
Sales and Marketing 1998 186,073 -0- -0- 6,924
Kenneth R. Barkley 2000 146,530 41,081 -0- 8,521
Senior Vice President- 1999 143,096 65,884 -0- 8,339
Finance, Treasurer & 1998 135,941 -0- -0- 4,965
Chief Financial Officer
------------
1 The year designated in this column refers to the Company's fiscal year which
ended in such year, which for 2000 was April 1, 2000.
2 With regard to any named executive officer who is also a director of the
Company, the amounts shown in this column include the amount of the annual
director's fee paid to such person, as reported on the preceding page.
3 The amounts in this column represent the bonuses paid to the named individuals
pursuant to the Company's Executive Bonus Plan.
4 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.
5 These amounts include $21,108 for 1998, $28,752 for 1999 and $30,478 for 2000,
representing the portion of the premiums paid with respect to the split dollar
life insurance policies described in COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION below, which portion is considered income for purposes
of taxation.
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Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
. Number of Value of
. Securities Unexercised
. Underlying In-the-Money
. Unexercised Options at
. Options at Year End
. Shares Acquired Value Year End (#) ($)
. on Exercise Realized Exercisable/ Exercisable/
Name (#) $ Unexercisable Unexercisable
------------------ --------------- ---------- ------------- ----------------
J. Douglas Cagle _ _ _ _
Jerry D. Gattis _ _ _ _
Johnny M. Burkett _ _ _ _
John J. Bruno 5,000 52,825 0/0 0/0
Kenneth R. Barkley _ _ 2,500/0 0/0
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 D. 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 $388,882.
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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)
allocations 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 an increase in the Company's after tax return on
shareholder equity during its fiscal year. 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: 50% of such participant's
base salary for a return on shareholders equity of 20% or more, 30% of base
salary for a return of 15% to 19.99%, 20% of base salary for a return of 10% to
14.99%, with no bonus payable if the return is less than 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.
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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 1995. 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, 1995 = $100.00
. Base
. Year March March March March March
Company/Index 1995 1996 1997 1998 1999 2000
. ---- ----- ----- ----- ----- -----
CAGLE'S, INC. 100 82.78 63.32 61.11 80.70 45.69
S&P 500 INDEX 100 132.11 158.30 234.27 277.52 327.32
PEER GROUP INDEX 100 93.83 114.29 115.03 124.99 67.24
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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, Moore & Davis, P.C. in which Mr. G. Bland Byrne III, a
director of the Company, is a principal, received $1,402,831 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 D. 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 $388,882.
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 2001 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 2001 annual meeting of
shareholders is February 14, 2001.
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 27,
2000, 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 12, 2000
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