Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 1)

Under the Securities Exchange Act of 1934

CAGLE’S, INC.
(Name of Issuer)
 
Class A Common Stock, $1.00 par value
(Title of Class of Securities)
 
127703-10-6
(CUSIP Number)
 

 
Wynnefield Partners Small Cap Value, L.P.
450 Seventh Avenue, Suite 509
New York, New York 10123
Attention: Mr. Nelson Obus
 
Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 4, 2009
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
 
 


CUSIP No. 127703-10-6
13D
Page 2 of 12 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value, L.P. 13-3688497
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
82,800 (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
82,800 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,800 (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.79%
14
TYPE OF REPORTING PERSON*
 
PN

 
*SEE INSTRUCTIONS BEFORE FILLING OUT!


 

CUSIP No. 127703-10-6
13D
Page 3 of 12 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
71,400  (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
71,400  (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,400  (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.55%
14
TYPE OF REPORTING PERSON*
 
CO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!



 

CUSIP No. 127703-10-6
13D
Page 4 of 12 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Partners Small Cap Value L.P. I 13-3953291
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
92,600 (See Item 5)
8
SHARED VOTING POWER
 
0   (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
92,600 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,600 (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.01%
14
TYPE OF REPORTING PERSON*
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 127703-10-6
13D
Page 5 of 12 Pages


1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital Management, LLC 13-4018186
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
175,400 (See Item 5)
8
SHARED VOTING POWER
 
0   (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
175,400 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,400 (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.80%
14
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No. 127703-10-6
13D
Page 6 of 12 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wynnefield Capital, Inc. 13-3688495
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
71,400 (See Item 5)
8
SHARED VOTING POWER
 
0  (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
71,400 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0   (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,400 (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.55%
14
TYPE OF REPORTING PERSON*
 
CO
    
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 127703-10-6
13D
Page 7 of 12 Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nelson Obus
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
246,800 (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
246,800 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,800   (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
14
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No. 127703-10-6
13D
Page 8 of 12 Pages

1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Joshua Landes
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
246,800 (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
246,800 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,800 (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                    o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
14
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 127703-10-6
13D
Page 9 of 12 Pages

This Amendment No. 1 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on March 20, 2008 (collectively the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to the shares of Class A Common Stock, $1.00 par value per share (the “Common Stock”) of Cagles, Inc., a Georgia Corporation, (the “Issuer”), whose principal executive offices are located at 2000 Hills Avenue, N.W., Atlanta, GA 30318. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety, as follows:
 
The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $2,061,821 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.


 

CUSIP No. 127703-10-6
13D
Page 10 of 12 Pages

Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment is being filed by the Wynnefield Reporting Persons to report that the Wynnefield Reporting Persons have determined that they no longer hold their shares of Common Stock with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.
 
Item 5. Interest in Securities of the Issuer. 
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
(a), (b) and (c) As of December 4, 2009, the Wynnefield Reporting Persons beneficially owned in the aggregate 246,800 shares of Common Stock, constituting approximately 5.35% of the outstanding shares of shares of Common Stock (the percentage of shares owned being based upon 4,615,233 shares of Common Stock outstanding as of November 16, 2009, as set forth in the Issuer’s most recent report on Form 10-Q for the quarter ended October 3, 2009, filed with the Commission on November 16, 2009).The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:
 
Name
Number of Common Stock
Percentage of Outstanding Common Stock
 
Wynnefield Partners
82,800
1.79%
Wynnefield Partners I
92,600
2.01%
Wynnefield Offshore
71,400
1.55%
 
WCM is the sole general partner of the Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own.
 
Each of Messrs. Obus and Landes, as co-managing members of WCM, has the power to direct the voting and disposition of the Common Stock that WCM may be deemed to beneficially own. WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns.
 



CUSIP No. 127703-10-6
13D
Page 11 of 12 Pages

WCI as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Each of Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Each of Messrs. Obus and Landes, as an executive officer of WCI, has the power to direct the voting and disposition of the Common Stock that WCI may be deemed to beneficially own.
 
Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Statement for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) of 246,800 shares of Common Stock, constituting approximately 5.35% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 4,615,233 shares of Common Stock outstanding as of November 16, 2009, as set forth in Issuer’s most recent report on Form 10-Q for the quarter ended October 3, 2009, filed with the Commission on November 16, 2009).
 
The filing of this Statement and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Statement.
 
The Wynnefield Reporting Persons have not purchased or sold shares of Common Stock during the last 60 days.

CUSIP No. 127703-10-6
13D
Page 12 of 12 Pages

 
 
SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
 
Dated: December 4, 2009
 
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
     
 
By:
Wynnefield Capital Management, LLC,
   
its General Partner
 
By:
/s/ Nelson Obus
   
Nelson Obus, Co-Managing Member
   
 
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I
 
By:
Wynnefield Capital Management, LLC,
   
its General Partner
 
 
By:
/s/ Nelson Obus
   
Nelson Obus, Co-Managing Member
 
 
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
 
By:
Wynnefield Capital, Inc.,
   
its Investment Manager
     
 
By:
/s/ Nelson Obus
   
Nelson Obus, President
   
 
WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
 
By:
/s/ Nelson Obus
 
Nelson Obus, Co-Managing Member
 
 
 
 
WYNNEFIELD CAPITAL, INC.
 
By:
/s/ Nelson Obus
   
Nelson Obus, President
     
   
/s/ Nelson Obus
 
Nelson Obus, Individually
     
   
/s/ Joshua Landes
 
 
 Joshua Landes, Individually