UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Sanderson Farms, Inc.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
800013
(CUSIP Number)
Hugh V. Sanderson
225 N. 13th Avenue
Laurel, Mississippi 39440
(601) 649-4030
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 16, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following _.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Section 240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "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).
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CUSIP No. 800013
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Hugh V. Sanderson
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3) SEC USE ONLY
4) SOURCE OF FUNDS (See Instructions)
Not applicable.
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
(7) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 246,209 shares of Common Stock, $1.00
par value per share ("Common Stock")
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 3,268,482 shares of Common Stock
WITH
(9) SOLE DISPOSITIVE POWER
244,086 shares of Common Stock
(10) SHARED DISPOSITIVE POWER
3,268,482 shares of Common Stock
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,514,691 shares of Common Stock
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
-
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14) TYPE OF REPORTING PERSON (See Instructions)
IN
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SCHEDULE 13D
Preliminary Statement
This statement on Schedule 13D is filed on behalf of the Reporting Person,
who was qualified as a co-executor of the Estate of Dewey R. Sanderson, Jr. (the
"Estate") on August 16, 2000. At that time, he may be deemed to have acquired
the beneficial ownership of 3,268,482 shares of common stock, par value $1.00
per share, of Sanderson Farms, Inc. that are beneficially owned by the Estate.
The Reporting Person disclaims the beneficial ownership of these shares pursuant
to Rule 13d-4 under the Exchange Act.
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $1.00 par value per share (the "Common Stock"), of Sanderson
Farms, Inc. a Mississippi corporation (the "Company"), whose principal executive
offices are located at 225 N. 13th Street, Laurel, Mississippi 39440.
ITEM 2. Identity and Background.
(a) This statement is filed on behalf of Hugh V. Sanderson.
(b) Mr. Sanderson's address is 225 N. 13th Street, Laurel,
Mississippi 39440.
(c) Mr. Sanderson is the Corporate Sales Manager of the Company and a
member of the Board of Directors of the Company.
(d) During the last five years, Mr. Sanderson has not been convicted in a
criminal proceeding (excluding any traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Sanderson has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was or is subject to a judgment, order, 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. Sanderson is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Not applicable.
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ITEM 4. Purpose of Transaction.
On August 16, 2000, Mr. Sanderson was qualified as a co-executor of his
father's estate (the "Estate") in place of his mother who had previously served
as executrix of the Estate, and therefore may be deemed to have acquired the
beneficial ownership of the Common Stock owned of record by the Estate. Pursuant
to Rule 13d-4 under the Exchange Act, Mr. Sanderson disclaims the beneficial
ownership of those shares of Common Stock.
Mr. Sanderson does not have any plans or proposals that relate to or
would result in any of the following actions:
o the acquisition by any person of additional securities of the Company
or the disposition of securities of the Company, other than the
distribution of Common Stock of the Estate to the heirs and legatees of
the decedent. These heirs and legatees are primarily the decedent's
four children who include Mr. Sanderson and Robert Buck Sanderson, the
co-executors of the Estate, as Mrs. Sanderson's mother, the decedent's
widow, has disclaimed and renounced any and all interest in the Common
Stock of the Estate bequeathed to her or to which she may otherwise be
entitled under the Mississippi laws of descent and distribution;
o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
o a sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
o 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 vacancies on the board;
o any material change in the present capitalization or dividend policy of
the Company;
o any other material change in the Company's business or corporate
structure;
o changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person;
o causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
o causing a class of securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
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o any action similar to any of those enumerated above.
Mr. Sanderson is an officer and director of the Company and, as such,
participates in deliberations of the Board of Directors and Executive Committee
that could involve actions such as the foregoing from time to time.
ITEM 5. Interest in Securities of the Issuer.
(a) Mr. Sanderson is the beneficial owner of 3,514,691 shares of Common
Stock, representing approximately 24.0% of the shares of Common Stock of the
Company outstanding.
(b) Of the 3,514,691 shares of Common Stock reported herein as
beneficially owned by Mr. Sanderson, he is the record owner of 244,086 shares
and, as such, has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of these shares.
Mr. Sanderson is the beneficial owner of 2,123 shares allocated to his
account in the Company's Employee Stock Option Plan ("ESOP") and has the sole
power to vote or to direct the vote of these shares. The trustees of the ESOP
share the power to dispose or to direct the disposition of these 2,123 shares.
Mr. Sanderson may be deemed to be the beneficial owner of 3,268,482 shares
as the co-executor of the Estate and, as such, shares with Robert Buck
Sanderson, as co-executors, the power to vote or to direct the vote and to
dispose or to direct the disposition of these 3,268,482 shares. Pursuant to Rule
13d-4 of the Exchange Act, Mr. Sanderson disclaims the beneficial ownership of
the 3,268,482 shares owned of record by the Estate.
The business address of Robert Buck Sanderson, who serves with Mr.
Sanderson as co-executors, is 225 N. 13th Street, Laurel, Mississippi 39440. He
is the Corporate Sales Manager of the Company and a member of the Board of
Directors of the Company. During the last five years, Robert Buck Sanderson has
not been (a) convicted in a criminal proceeding (excluding any traffic
violations and similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, order, 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.
Robert Buck Sanderson is a citizen of the United States.
(c) During the past sixty days, Mr. Sanderson has not effected any
transactions involving the Common Stock of the Company, other than as described
in Item 6.
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(d) The Estate has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the 3,268,482 shares owned
of record by the Estate and reported herein as beneficially owned by Mr.
Sanderson, and this interest relates to more than 5% of the class of Common
Stock outstanding. Pursuant to Rule 13d-4, Mr. Sanderson disclaims the
beneficial ownership of these shares.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to a Pledge Agreement dated as of September 2, 2000 (the "Pledge
Agreement") by and between Union Planters Bank, N.A. (the "Lender") and the
Co-Executors of Estate, not individually but solely in their capacities as
co-executors, the Estate pledged 1,703,364 of its shares of Common Stock to
secure its obligations under the Credit Agreement dated as of September 2, 2000
(the "Credit Agreement") by and between the Lender and the Co-Executors, not
individually but solely as co-executors. The Credit Agreement pertains to
borrowings of $6,148,050, the proceeds of which were used primarily to pay
estate taxes. Copies of the Credit Agreement and the Pledge Agreement are filed
as exhibits to the Amendment No. 1 to Schedule 13D filed by the Estate of Dewey
R. Sanderson, Jr. on September 22, 2000.
Description of the contents of any document referred to in this Schedule
13D and filed as an exhibit hereto or incorporated by reference herein is
necessarily not complete and, in each instance, reference is made to the
document itself which is filed as an exhibit herewith or incorporated by
reference herein.
ITEM 7. Material to be Filed as Exhibits.
EXHIBIT 1 Credit Agreement dated as of September 2, 2000 among Robert
Buck Sanderson and Hugh V. Sanderson, not individually but
solely as co-executors of the Estate of Dewey R. Sanderson,
Jr., deceased, and Union Planters Bank, N.A. (incorporated
by reference to Exhibit 1 to Amendment No. 1 to Schedule
13D filed by the Estate of Dewey R. Sanderson, Jr. on
September 22, 2000).
EXHIBIT 2 Pledge Agreement dated as of September 2, 2000 by and
between Robert Buck Sanderson and Hugh V. Sanderson, not
individually but solely as co-executors of the Estate of
Dewey R. Sanderson, Jr., deceased, and Union Planters Bank,
N.A. (incorporated by reference to Exhibit 2 to Amendment
No. 1 to Schedule 13D filed by the Estate of Dewey R.
Sanderson, Jr. on September 22, 2000).
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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.
/s/Hugh V. Sanderson
Hugh V. Sanderson
Dated: September 22, 2000
