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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.13)
WSMP, INC.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
929330 10 8
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(CUSIP Number)
CHARLES F. CONNOR, JR.
3238 WEST MAIN STREET
CLAREMONT, NORTH CAROLINA 28610
(704) 459-0821
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 7, 1997
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(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 Rule 13d-1(b)(3) or (4), check the following
box: [ ]
(Page 1 of 7 Pages)
(continued on following pages)
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13D
CUSIP No. 929330 10 8 Page 2 of 7 Pages
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<TABLE>
<S> <C>
=================================================================================================================
1 NAME OF REPORTING PERSON Charles F. Connor, Jr.
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 100,000
SHARES ------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 100,000
WITH ------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of Common Stock, par value $1.00 per
share (the "Common Stock"), of WSMP, Inc., a North Carolina corporation (the
"Company"). The address of the Company's principal executive office is 1 WSMP
Drive, Claremont, North Carolina 28610.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Charles F. Connor, Jr.
(b) The business address of Mr. Connor is 3238 West Main Street,
Claremont, North Carolina 28610.
(c) Mr. Connor's present principal occupation is as Chairman of
Sagebrush, Inc., located at 3238 West Main Street, Claremont, North Carolina
28610. Sagebrush, Inc. owns and operates 33 "Sagebrush Steakhouse & Saloon"
restaurants in North Carolina, South Carolina, Tennessee and Virginia.
(d) During the past five years Mr. Connor has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Connor has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which Mr. Connor was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Connor is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Company issued 102,377 shares of Common Stock to Mr. Connor in 1973
in consideration for transfer of his share of a restaurant business, including
inventory, fixtures, land and goodwill. Since that time, Mr. Connor has
purchased additional shares of Common Stock from time to time through Company
employee stock purchase plans, with personal funds, and with the proceeds of
bank loans. Information with respect to such purchases, as well as sales of
Common Stock made by Mr. Connor from time to time, have been previously reported
on Mr. Connor's original Schedule 13D and amendments 1 through 12 thereto.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Connor acquired the shares of Common Stock for investment purposes.
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On November 14, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Sagebrush, Inc., a North Carolina
corporation ("Sagebrush"), WSMP Acquisition, Inc., a North Carolina corporation
and wholly-owned subsidiary of WSMP ("Sub"), Mr. L. Dent Miller (a director,
executive officer and substantial shareholder of Sagebrush) and Mr. Connor.
Pursuant to the Merger Agreement, Sub will merge with and into Sagebrush (the
"Merger"), and each share of Sagebrush Common Stock, other than shares held by
dissenting shareholders, will be converted into the right to receive .3214
shares of Common Stock, subject to adjustment in the event the average closing
price of the Common Stock for a specified period prior to the closing of the
Merger is greater than $23.34 or less than $21.78.
Mr. Connor is a director and executive officer of Sagebrush and is
currently the beneficial owner of 1,582,241 shares of Sagebrush Common Stock. If
there is no adjustment to the exchange ratio of .3214, such shares would be
converted into approximately 508,532 shares of Common Stock.
The Merger is subject to customary conditions to closing (including
approval by the shareholders of Sagebrush and WSMP, with respect to which
meetings are scheduled for January 27, 1998).
Except as set forth in this Item 4 and elsewhere in this Statement, Mr.
Connor has no plans or proposals which relate to or would result in (a) the
acquisition by Mr. Connor of additional securities of the Company, or the
disposition of securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving the
Company or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries, (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) changes in the Company's charter or bylaws
or other actions which may impede the acquisition of control of the Company by
any person, (h) causing a class of securities of the Company to be delisted from
a national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (j) any action similar to any of those enumerated
above.
Depending upon market conditions and other investment considerations,
Mr. Connor may from time to time (a) purchase additional securities of the
Company through open-market purchases or otherwise or (b) sell securities of
the Company in the open market, pursuant to Rules 144 and 145 or in privately
placed transactions.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the transactions described in Item 5(c)
below (but excluding any shares Mr. Connor would acquire in connection with the
Merger), Mr. Connor is the owner of 100,000 shares of Common Stock, representing
approximately 2.8% of the Company's currently outstanding Common Stock. The
percentages calculated in this Item 5 are based upon 3,633,914 shares of Common
Stock outstanding as of January 7, 1998 as reported on the Registration
Statement on Form S-4 filed with the Commission on January 14, 1998.
(b) Mr. Connor has sole voting and dispositive power with respect to
the 100,000 shares of Common Stock he beneficially owns.
(c) Other than as described below, Mr. Connor has not effected any
transaction in shares of Common Stock since filing Amendment No. 12 to this
Schedule 13D on February 25, 1994.
On June 13, 1997, Mr. Connor sold, in an open market transaction,
125,000 shares of Common Stock at a price of $8.00 per share.
On October 7, 1997, Mr. Connor sold, in an open market transaction,
75,000 shares of Common Stock at a price of $20.00 per share.
After giving effect to the transactions described in this Item 5(c),
the beneficial ownership of the securities of the Company by Mr. Connor is as
set forth in Item 5(a) above.
(d) No person other than Mr. Connor has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as set forth in Item 4, no contracts, arrangements,
understandings or relationships (legal or otherwise) exist among Mr. Connor and
any other person with respect to any securities of the Company, including but
not limited to transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
January 23, 1998
/s/ Charles F. Connor, Jr.
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Charles F. Connor, Jr.
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