0000016160-18-000086.txt : 20180824 0000016160-18-000086.hdr.sgml : 20180824 20180824101328 ACCESSION NUMBER: 0000016160-18-000086 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180814 FILED AS OF DATE: 20180824 DATE AS OF CHANGE: 20180824 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DLNL, LLC CENTRAL INDEX KEY: 0001750748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-04892 FILM NUMBER: 181036024 BUSINESS ADDRESS: STREET 1: 3320 W. WOODROW WILSON AVE. CITY: JACKSON STATE: MS ZIP: 39209 BUSINESS PHONE: 601-948-6813 MAIL ADDRESS: STREET 1: 3320 W. WOODROW WILSON AVE. CITY: JACKSON STATE: MS ZIP: 39209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAL-MAINE FOODS INC CENTRAL INDEX KEY: 0000016160 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES [0200] IRS NUMBER: 640500378 STATE OF INCORPORATION: DE FISCAL YEAR END: 0601 BUSINESS ADDRESS: STREET 1: 3320 WOODROW WILSON DRIVE CITY: JACKSON STATE: MS ZIP: 39209 BUSINESS PHONE: 6019486813 MAIL ADDRESS: STREET 1: 3320 WOODROW WILSON DR CITY: JACKSON STATE: MS ZIP: 39209 FORMER COMPANY: FORMER CONFORMED NAME: CAL MAINE FOODS INC DATE OF NAME CHANGE: 19961018 FORMER COMPANY: FORMER CONFORMED NAME: CHICKEN CHEF SYSTEMS INC DATE OF NAME CHANGE: 19710315 3 1 wf-form3_153511999024908.xml FORM 3 X0206 3 2018-08-14 0 0000016160 CAL-MAINE FOODS INC CALM 0001750748 DLNL, LLC 3320 W. WOODROW WILSON AVE. JACKSON MS 39209 0 0 1 0 Class A Common Stock 4800000 D Common Stock 6633720 D As previously described in the Issuer's Proxy Statement filed with the SEC on June 25, 2018 related to its special meeting of stockholders held on July 20, 2018 (the "Special Meeting"), Fred R. Adams, Jr. and certain of his family members entered into an Amended and Restated Memorandum of Understanding and certain other agreements relating to transactions in the Issuer's securities (the "Transactions") designed to facilitate estate planning for Mr. Adams, the Issuer's founder and Chairman Emeritus. The Transactions were consummated effective August 14, 2018 following the approval of charter amendments by the Issuer's stockholders at the Special Meeting, resulting in DLNL, LLC, a family-owned limited liability company, holding the securities noted on this Form 3. Robert L. Holladay, Jr., on behalf of DLNL, LLC, pursuant to a power of attorney 2018-08-24 EX-24 2 ex-24.htm DLNLPOA

POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy A. Dawson, Max P. Bowman, Michael D. Castleberry, Robert L. Holladay, Jr., Mary J. Kimbrough and Kelly Simoneaux, as the undersigned's true and lawful attorney-in-fact to:

    (1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)    execute for and on behalf of the undersigned, in the undersigned's capacity as a 10% holder of Cal-Maine Foods, Inc. ("Cal-Maine"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

    (3)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities Exchange Commission and any stock exchange or similar authority; and

    (4)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or any such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Cal-Maine assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by Cal-Maine, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of August , 2018.

    DLNL, LLC


    /s/ Adolphus B. Baker
Adolphus B. Baker, Managing Member