UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SANDERSON FARMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
800013
(Cusip Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person (1) has a previous statement
on file reporting beneficial Ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficially ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to "filed" for the purpose of Section 19 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).<PAGE>
<PAGE>
CUSIP NO. 800013 13G Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOE FRANK SANDERSON, JR.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Yes
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5. SOLE VOTING POWER
94,547.5
6. SHARED VOTING POWER
44,599
7. SOLE DISPOSITIVE POWER
65,548
8. SHARED DISPOSITIVE POWER
1,100,098
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,172,185 (See Item 4 of this Schedule 13G)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.61%
12. TYPE OF REPORTING PERSON*
INDIVIDUAL<PAGE>
<PAGE>
CUSIP NO. 800013 13G Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. MICHAEL COCKRELL
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Yes
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5. SOLE VOTING POWER
450
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,055,499
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,055,949
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.76%
12. TYPE OF REPORTING PERSON*
INDIVIDUAL
<PAGE>
<PAGE>
CUSIP NO. 800013 13G Page 4 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUSTMARK NATIONAL BANK
64-0180810
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Yes
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,055,499
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,055,499
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.75%
12. TYPE OF REPORTING PERSON*
BANK<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 5 of 11 Pages
Schedules 13G
Item 1(a). Name of Issuer:
Sanderson Farms, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(a). Name of Persons Filing:
Joe Frank Sanderson, Jr.
D. Michael Cockrell
Trustmark National Bank
Item 2(b). Address of Principal Business Office or, if none,
Residence:
For Trustmark National Bank:
415 N. Magnolia Street
Laurel, Mississippi 39440.
The principal business address for each reporting person other
than Trustmark National Bank is:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(c). Citizenship:
Joe Frank Sanderson, Jr. and D. Michael Cockrell are both United
States citizens.
Trustmark National Bank is a bank organized under the laws of the
United States.
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 per share par value.
<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 6 of 11 Pages
Item 2(e). Cusip Number:
800013
Item 3. Not Applicable.
Item 4. Ownership
The paragraphs below set forth information for each of the
reporting persons with respect to the following:
(a) amount beneficially owned;
(b) percent of class; and
(c) number of shares as to which such person has:
(i) sole power to vote or to direct the vote;
(ii) share power to vote or to direct the vote;
(iii)sole power to dispose or to direct the disposition of;
(iv) shared power to dispose or to direct the disposition
of.
A. Joe Frank Sanderson, Jr. beneficially owns 1,172,185 shares of the
Company's common stock, which equals 8.61% of the outstanding common
stock. Of the 1,172,185 shares, Mr. Sanderson has the sole power to
vote or direct the vote of 94,547.5 shares, which includes 65,548 shares
owned of record by Mr. Sanderson and 28,999.5 shares allocated to Mr.
Sanderson's account pursuant to the Employee Stock Ownership Plan and
Trust of Sanderson Farms, Inc. and Affiliates (the "ESOP"). Mr.
Sanderson has the sole power to dispose or direct the disposition of
the 65,548 shares owned of record by him, and the trustees of the ESOP
share dispositive power with respect to the 28,999.5 shares allocated to
Mr. Sanderson's account under the ESOP. The 1,172,185 shares disclosed
as being beneficially by Mr. Sanderson also include 6,539 shares owned
of record by Mr. Sanderson's wife, over which she exercises sole voting
and dispositive power, and as to which Mr. Sanderson disclaims
beneficial ownership, pursuant to Rule 13d-4 of to the Securities
Exchange Act of 1934.
1,055,499 shares of the 1,172,185 shares disclosed as being beneficially
owned by Mr. Sanderson are owned of record by the ESOP, of which Mr.
Sanderson is a trustee. The members of the Administrative Committee of
the ESOP share voting power with respect to 167,500 shares, which are
the shares of Company common stock owned of record by the ESOP that are
not allocated to participants in the ESOP. Participants in the ESOP
have the sole power to vote or to direct the vote of the 887,999 shares
of common stock allocated to participants' accounts pursuant to the ESOP.
The trustees, including Mr. Sanderson, share dispositive power with
respect to the 1,055,499 shares of Company common stock owned of record
by the ESOP. Mr. Sanderson, pursuant to Rule 13d-4, disclaims
beneficial ownership of all shares of the Company's common stock owned
of record by the ESOP, other than the 28,999.5 shares allocated to his
individual account.
44,599 shares of the 1,172,185 shares disclosed as being beneficially
owned by Mr. Sanderson are owned of record by a charitable private
foundation of which Mr. Sanderson serves as a director, and as such,
shares voting and dispositive power with the other directors of the
foundation.
B. D. Michael Cockrell beneficially owns 1,055,949 shares of the Company's
common stock, which equals 7.76% of the outstanding common stock. Of
<PAGE>
CUSIP NO.: 800013 Page 7 of 11 Pages
the 1,055,949 shares, Mr. Cockrell has the sole power to vote or direct
the vote of 450 shares owned of record by Mr. Cockrell. In his capacity
as a trustee of the ESOP, Mr. Cockrell beneficially owns the 1,055,499
shares of the Company's common stock owned of record by the ESOP, which
equal 7.75% of the outstanding common stock. The members of the
Administrative Committee of the ESOP share voting power with respect to
167,500 shares, which are the shares of Company common stock owned of
record by the ESOP that are not allocated to participants in the ESOP.
Participants in the ESOP have the sole power to vote or to direct the
vote of the 887,999 shares of common stock allocated to participants'
accounts pursuant to the ESOP. The trustees, including Mr. Cockrell,
share dispositive power with respect to the 1,055,499 shares of Company
common stock owned of record by the ESOP. Mr. Cockrell, pursuant to
Rule 13d-4, disclaims beneficial ownership of all shares of the
Company's common stock owned of record by the ESOP.
C. In its capacity as a trustee of the ESOP, Trustmark National Bank
beneficially owns the 1,055,499 shares of the Company's common stock
owned of record by the ESOP, which equals 7.75% of the outstanding
common stock. The members of the Administrative Committee of the ESOP
share voting power with respect to 167,500 shares, which are the shares
of Company common stock owned of record by the ESOP that are not
allocated to participants in the ESOP. Participants in the ESOP have
the sole power to vote or to direct the vote of the 887,999 shares of
common stock allocated to participants' accounts pursuant to the ESOP.
The trustees, including Trustmark National bank, share dispositive power
with respect to the 1,055,499 shares of Company common stock owned of
record by the ESOP. Trustmark National Bank, pursuant to Rule 13d-4,
disclaims beneficial ownership of all shares of the Company's common
stock owned of record by the ESOP.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 8 of 11 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
Material to be filed as Exhibits:
Exhibit Description
1 Agreement of Joint Filing
<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 16, 1996.
/s/Joe Frank Sanderson, Jr.
Joe Frank Sanderson, Jr.,
Individually and in his capacity as a trustee of the
Employee Stock Ownership Plan and Trust of Sanderson Farms,
Inc. and Affiliates
/s/D. Michael Cockrell
D. Michael Cockrell
Individually and in his capacity as a trustee of the
Employee Stock Ownership Plan and Trust of Sanderson Farms,
Inc. and Affiliates
TRUSTMARK NATIONAL BANK,
In its capacity as a trustee of the Employee Stock Ownership
Plan and Trust of Sanderson Farms, Inc. and Affiliates
BY:/s/Charles Windham, Jr.
Charles Windham, Jr.
ITS: Vice President and Trust Officer
<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 10 of 11 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Agreement of Joint Filing
<PAGE>
CUSIP NO.: 800013 Page 11 of 11 Pages
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended, that the foregoing Schedule 13G
relating to the beneficial ownership of shares of the common stock, $1.00 per
share par value, of Sanderson Farms, Inc. is filed on behalf of each of the
undersigned. Each of the undersigned acknowledges responsibility for the
timely filing of this Schedule and any amendments and for the completeness and
accuracy of the information contained herein with respect to such person.
This Agreement of Joint Filing may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated this 16th day of February, 1996.
/s/Joe Frank Sanderson, Jr.
Joe Frank Sanderson, Jr.,
Individually and in his capacity as a trustee of the
Employee Stock Ownership Plan and Trust of Sanderson
Farms, Inc. and Affiliates
/s/D. Michael Cockrell
D. Michael Cockrell
Individually and in his capacity as a trustee of the
Employee Stock Ownership Plan and Trust of Sanderson
Farms, Inc. and Affiliates
TRUSTMARK NATIONAL BANK,
In its capacity as a trustee of the Employee Stock
Ownership Plan and Trust of Sanderson Farms, Inc. and
Affiliates
BY:/s/Charles Windham, Jr.
Charles Windham, Jr.
ITS: Vice President and Trust Officer
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SANDERSON FARMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
800013
(Cusip Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person (1) has a previous statement
on file reporting beneficial Ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficially ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to "filed" for the purpose of Section 19 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).<PAGE>
<PAGE>
CUSIP NO. 800013 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DEWEY R. SANDERSON, JR.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Yes
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5. SOLE VOTING POWER
3,045,225
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,045,225
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,268,482 (See Item 4 of this Schedule 13G)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.01%
12. TYPE OF REPORTING PERSON*
INDIVIDUAL<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 3 of 5 Pages
Schedules 13G
Item 1(a). Name of Issuer:
Sanderson Farms, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(a). Name of Person Filing:
Dewey R. Sanderson, Jr.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(c). Citizenship:
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 per share par value.
Item 2(e). Cusip Number:
800013
Item 3. Not Applicable.
Item 4. Ownership
4(a) Amount Beneficially Owned;
3,268,482
4(b) Percent of Class:
24.01%
4(c) Number of shares as to which such person has:<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 4 of 5 Pages
(i) sole power to vote or to direct the vote:
3,045,225 shares
(ii) shared power to vote or to direct the vote:
-0- shares
(iii) sole power to dispose or to direct the disposition of:
3,045,225 shares
(iv) shared power to dispose or to direct the disposition
of:
-0- shares
Included in the aggregate 3,268,482 shares shown as beneficially
owned by Mr. Sanderson on the cover page is 223,257 shares owned
of record by Mr. Sanderson's wife, as to which she exercises sole
voting and dispositive power, and as to which Mr. Sanderson,
pursuant to Rule 13d-4, disclaims beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership or More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 5 of 5 Pages
Item 10. Certification:
Not Applicable.
Material to be filed as Exhibits:
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 16, 1996.
/s/Dewey R. Sanderson, Jr.
DEWEY R. SANDERSON, JR.
<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SANDERSON FARMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
800013
(Cusip Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person (1) has a previous statement
on file reporting beneficial Ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficially ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to "filed" for the purpose of Section 19 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).<PAGE>
<PAGE>
CUSIP NO. 800013 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOE FRANK SANDERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Yes
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5. SOLE VOTING POWER
3,253,783
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,173,845
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,253,783 (See Item 4 of this Schedule 13G)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.90%
12. TYPE OF REPORTING PERSON*
INDIVIDUAL<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 3 of 5 Pages
Schedules 13G
Item 1(a). Name of Issuer:
Sanderson Farms, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(a). Name of Person Filing:
Joe Frank Sanderson
Item 2(b). Address of Principal Business Office or, if none,
Residence:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 per share par value.
Item 2(e). Cusip Number:
800013
Item 3. Not Applicable.
Item 4. Ownership
The paragraphs below set forth information for each of the
reporting persons with respect to the following:
(a) amount beneficially owned;
(b) percent of class; and
<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 4 of 5 Pages
(c) number of shares as to which such person has:
(i) sole power to vote or to direct the vote;
(ii) share power to vote or to direct the vote;
(iii)sole power to dispose or to direct the disposition of;
(iv) shared power to dispose or to direct the disposition
of.
Joe Frank Sanderson beneficially owns 3,253,783 shares of the Company's
common stock, which equals 23.90% of the outstanding common stock. Mr.
Sanderson has the sole power to vote or direct the vote of the 3,253,783
shares, which includes 79,938 shares allocated to Mr. Sanderson's account
pursuant to the Employee Stock Ownership Plan and Trust of Sanderson
Farms, Inc. and Affiliates (the "ESOP"). Mr. Sanderson has the sole
power to dispose or direct the disposition of 3,173,845 shares,
which excludes the 79,938 shares allocated to his account pursuant to
the ESOP, as to which the trustees of the ESOP share dispositive power.
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership or More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
Material to be filed as Exhibits:
None.<PAGE>
<PAGE>
CUSIP NO.: 800013 Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 16, 1996.
/s/Joe Frank Sanderson
JOE FRANK SANDERSON
