SANDERSON FARMS INC
SC 13G, 1998-03-02
POULTRY SLAUGHTERING AND PROCESSING
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION

                              SCHEDULE 13G


              Under the Securities Exchange Act of 1934



                        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.



<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 5 Pages

1.  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    JOE F. 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

     104,792

6.  SHARED VOTING POWER

     3,331,778

7.  SOLE DISPOSITIVE POWER

     61,136

8.  SHARED DISPOSITIVE POWER

     3,243,047

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

     3,443,109(See Item 4 of this Schedule 13^)


<PAGE>




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

     24.0%

12. TYPE OF REPORTING PERSON*

     INDIVIDUAL

<PAGE>
CUSP 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 F. 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

<PAGE>

Item 3.   Not Applicable.

Item 4.   Ownership

          4(a) Amount Beneficially Owned;
               3,443,109

          4(b) Percent of Class:
               24.0%

          4(c) Number of shares as to which such person has:

<PAGE>
CUSIP NO.:  800013                      Page 4 of 5 Pages

     (i) sole power to vote or to direct the vote:

               104,792 shares

               (ii) shared power to vote or to direct the vote:

               3,331,778 shares

               (iii) sole power to dispose or to direct the disposition of:

               161,136 shares

               (iv)    shared power to dispose or to direct the disposition of:

               3,243,047 shares

     The amount shown in this report  includes  61,136 shares owned of record by
Joe F. Sanderson, Jr., over which he exercises sole voting and investment power,
and 43,656 shares allocated to Joe F. Sanderson,  Jr.'s account in the Company's
Employee Stock  Ownership  Plan of Sanderson  Farms,  Inc. and  affiliates  (the
"ESOP") with respect to which he has sole voting power. The trustees of the ESOP
share  investment  power over the 43,656 shares  allocated to Joe F.  Sanderson,
Jr.'s account under the ESOP.  The amount in this report  includes the 3,273,385
shares beneficially owned by Joe F. Sanderson, Jr. as co-executor of the Estate.
The co-executors  share voting and investment power with respect to 3,184,654 of
these shares, which shares are owned of record by the Estate. The


<PAGE>



co-executors  share voting power,  and the trustees of the ESOP share investment
power, with respect to 88,731 of these shares, which shares are allocated to the
Estate's  account under the ESOP.  The amount shown in this report also includes
6,539  shares  owned of  record  by Joe F.  Sanderson's  wife,  over  which  she
exercises  sole  voting and  investment  power.  The amount in this  report also
includes  58,393  shares  owned of record  by a  charitable  private  foundation
established by Joe Frank Sanderson,  for which Joe F. Sanderson, Jr. serves as a
director,  and as such,  shares  voting  and  investment  power  with the  other
directors of the foundation with respect to such shares. Pursuant to Rule 13d-4,
Joe F. Sanderson,  Jr. disclaims  beneficial ownership of the 6,539 shares owned
of record by his wife, the 3,184,654  shares owned of record by the Estate,  the
88,731 shares  allocated to the Estate's  account under the ESOP, and the 58,393
shares owned of record by the foundation.

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>
CUSIP NO.:  800013                      Page 5 of 5 Pages

Item 10.  Certification:

          Not Applicable.



<PAGE>




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: March 2, 1998

                            /s/Joe F. Sanderson, Jr.
                              JOE F. SANDERSON, JR.












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