8-K 1 k8kpsale.txt COMPLEX SALE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934: Date of Report (Date of earliest event reported): February 13, 2004 CAGLE'S, INC. (Exact name of registrant as specified in its charter) GEORGIA 1-7138 58-0625713 (State of Incorporation) (Commission File Number) (IRS Employer ID No.) 2000 Hills Avenue, N.W., Atlanta, Ga. 30318 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 355-2820 Item 1. CHANGES IN CONTROL OF REGISTRANT. N/A Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On Friday, January 30, 2004, Cagle's Inc. and its wholly owned subsidiary, Cagle's Farms, Inc. (collectively "Cagle's") sold certain assets making up Cagle's "Perry Complex" (i.e., a poultry processing plant in Perry, Georgia, a Feed Mill and Hatchery in Forsyth, Georgia and related assets and inventories) to Perdue Farms Incorporated ("Perdue") for $45,000,000.00 for the hard assets and $6,700,000.00 for certain inventories associated with the assets. The price of the hard assets is subject to a $1,000,000 hold back contingent upon completion of certain post-closing projects, and the price for inventories includes an estimated prepayment for live poultry for live poultry to be delivered in the ordinary course of grow out. The consideration given was based on the fair market value of the assets at the time of the sale. There are no material relationships between Perdue and Cagle's or any of Cagle's affiliates, directors or officers, or any associates of any director or officer of Cagle's. The Asset purchase agreement for the Perry Complex is attached hereto at Item 7(c) as an Exhibit. The financial information required by Item 7(b) will be provided within the sixty day deadline provided for in Item 7(b)(2). Item. 3. BANKRUPTCY OR RECEIVERSHIP. N/A Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. N/A Item 5. OTHER EVENTS. N/A Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. N/A Item 7. FINANCIAL STATEMENTS AND EXHIBITS N/A Item 7 (b) The financial information required by Item 7(b) will be provided within the sixty day deadline provided for in Item 7(b)(2). Item 7 (c) The Asset purchase agreement for the Perry Complex is attached hereto without the Schedules that accompanied it. Copies of any omitted Schedule will be supplied to the Commission upon request. The Schedules are summarized below: SCHEDULES Schedule 2.1(a) Real Property Schedule 2.1(b) Tangible Personal Property Schedule 2.1(d) Perry Leased Real Property Schedule 2.1(e) Perry Leased Equipment Schedule 2.1(f) Wastewater Facility Leased Real Property and Assets Schedule 2.1(j) Prepaid Expenses Schedule 3.4 Seller Conflicts Schedule 3.5 Seller Required Filings and Consents Schedule 3.6 Inventory Schedule 3.7 Certain Changes or Events Schedule 3.8(a)(i) Exceptions to Title to Real Property Schedule 3.8(a)(ii) Survey Disclosures Schedule 3.8(a)(iii) Lists of Title Insurance Policies, Deeds, Appraisal Reports, etc. Schedule 3.8(b)(i) Other Real Property Leases; Bond Encumbrances Schedule 3.8(b)(ii) Exceptions to Title to Real Property Leases Schedule 3.8(c) Encumbrances on Real Property and Real Property Leases Schedule 3.8(d) Easements, Rights of Way and Licenses Schedule 3.8(e) Operating Condition and Structural Defect Disclosures Schedule 3.9(a) Listed Contracts Schedule 3.9(b) Contract Defaults; Waivers Schedule 3.10 Permits and Environmental Permits Schedule 3.11 Compliance with Laws Schedule 3.12 Claims and Proceedings Schedule 3.13 Books and Records Schedule 3.14 Finders - Retained by Seller Schedule 3.15 Environmental Matters Schedule 3.16 Insurance Policies and Fidelity Bonds Schedule 3.17 Employees; Compensation Schedule 3.18 Benefit Plans Schedule 3.19 Liens Schedule 4.3 Purchaser Conflicts Schedule 4.4 Purchaser Required Filings and Consents Schedule 4.5 Finders - Retained by Purchaser Schedule 5.1 Conduct of Business Schedule 5.11 Pre-Closing Projects Schedule 8.1 Post-Closing Projects Item 8. CHANGE IN FISCAL YEAR. N/A Item 9. REGULATION FD DISCLOSURE. N/A SIGNATURES: Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 13,2004 Cagle's, Inc. (Registrants) /S/ George L. Pitts George L. Pitts Secretary