This 13G filing is late because SEC failed to assign ID# timely or properly.
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 18 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>
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
Robin Robinson
###-##-####
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
5,925
6. SHARED VOTING POWER
3,443
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,612,407
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,407 (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
11.2%
12. TYPE OF REPORTING PERSON*
INDIVIDUAL
<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
Lampkin Butts
###-##-####
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
25,061
6. SHARED VOTING POWER
3,443
7. SOLE DISPOSITIVE POWER
3,818
8. SHARED DISPOSITIVE POWER
1,612,407
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,634,975
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
11.4%
12. TYPE OF REPORTING PERSON*
INDIVIDUAL
<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
3,443
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,612,407
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,612,407
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
11.2%
12. TYPE OF REPORTING PERSON*
BANK
<PAGE>
CUSIP NO.: 800013 Page 5 of 11 Pages
Schedules 13G
Item 1(a). Name of Issuer:
Sanderson Farms, Inc. (The "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
225 N. 13th Avenue
Laurel, Mississippi 39440
Item 2(a). Name of Persons Filing:
Lampkin Butts
Robin Robinson
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:
Lampkin Butts and Robin Robinson are
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>
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) shared 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. Lampkin Butts, Robin Robinson and Trustmark National Bank are the
trustees of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc.
and Affiliates (the "ESOP"), which is the record owner of 1,612,407 shares of
common stock of the Company. Trustmark National Bank, Mr. Butts and Ms.
Robinson, in their respective capacities as trustees of the ESOP, share with
each other investment power with respect to those shares of common stock and
therefore are each deemed to beneficially own, under applicable regulations of
the Securities and Exchange Commission, the 1,612,407 shares of common stock
owned of record by the ESOP. With respect to the voting power
as to 3,443 shares, which are the shares of common stock not allocated to
participant accounts under the ESOP, the member of the Administrative Committee
of the ESOP share voting power. The participants in the ESOP exercise sole
voting power as to the 1,608,964 shares allocated to their respective accounts
under the ESOP.
B. See note (A) above for a description of the nature of Ms. Robinson's
beneficial ownership of the 1,612,407 shares of common stock owned of record by
the ESOP. Ms. Robinson beneficial ownership of the 1,612,407 shares of common
stock represents 11.2% of the outstanding common stock of the Company. Ms.
Robinson, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares
of common stock owned of record by the ESOP, except the 5,925 shares allocated
to her individual account. There are 5,925 shares allocated to Ms. Robinson's
account in the Company's ESOP, with respect to which Ms. Robinson has sole
voting power, but over which she shares investment power with the other trustees
of the ESOP.
<PAGE>
CUSIP NO.: 800013 Page 7 of 11 Pages
C. See note (A) for a description of the nature of Mr. Butts' beneficial
ownership of the 1,612,407 shares of common stock owned of record by the ESOP.
The amount in this report also includes 3,773 shares owned of record by Mr.
Butts, and 45 shares held as custodian for a minor child, over both amounts of
which he exercises sole voting and investment power. With respect to the 21,243
shares allocated to his account under the Company's ESOP, Mr. Butts has sole
voting power, but shares investment power with the other trustees of the ESOP.
The amount in this report includes 18,750 options to purchase shares owned by
Mr. Butts under the Company's Stock Option Plan, which options to purchase such
shares were exercisable on the date of this Proxy, and the exercise price of
which options were lower than the market price of that date. Mr. Butts
beneficial ownership of 1,634,975 shares of common stock represents 11.4% of the
outstanding common stock of the Company. Mr. Butts, pursuant to Rule 13d-4,
disclaims beneficial ownership of all shares of common stock owned of record by
the ESOP, except the 21,243 shares allocated to his individual account, and the
45 shares held as custodian.
D. Trustmark National Bank beneficially own 1,612,407 shares of common
stock of the Company, which amount represents 11.2% of the outstanding shares of
common stock of the Company. See note (A) for a description of the nature of
Trustmark National Bank's beneficial ownership of the 1,612,407 shares of common
stock owned of record by the ESOP. Trustmark National Bank, pursuant to Rule
13d-4, disclaims beneficial ownership of all shares of common stock owned of
present by the ESOP, which constitute all shares of common stock reported as
beneficially owned by it. Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
<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>
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: March 2, 1998
/s/Lampkin Butts
Lampkin Butts
Individually and in his capacity as a trustee of the
Employee Stock Ownership Plan and Trust of Sanderson Farms,
Inc. and Affiliates
/s/Robin Robinson
Robin Robinson
Individually and in her 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>
CUSIP NO.: 800013 Page 10 of 11 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Agreement of Joint Filing
<PAGE>
CUSP 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 2nd day of March, 1998.
/s/Lampkin Butts
Lampkin Butts
Individually and in his capacity as a trustee of the
Employee Stock Ownership Plan and Trust of Sanderson
Farms, Inc. and Affiliates
/s/Robin Robinson
Robin Robinson
Individually and in her 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
