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)
Fannie Buck L. Sanderson
34 Broadmoor Drive
Laurel, Mississippi 39440
(601) 649-1336
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 20, 1999
(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 box.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 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)
Fannie Buck L. Sanderson
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) _
(b) _
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 3,268,482 shares of Common Stock, $1.00 par
value per share ("Common Stock")
OWNED BY
EACH (8) SHARED VOTING POWER
REPORTING
PERSON 0 shares of Common Stock
WITH
(9) SOLE DISPOSITIVE POWER
3,268,482 shares of Common Stock
(10) SHARED DISPOSITIVE POWER
0 shares of Common Stock
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,268,482 shares of Common Stock
<PAGE>
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
_
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%
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 the executrix of the estate (the "Estate") of her husband,
Dewey R. Sanderson, Jr., on December 20, 1999. At that time, she 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 Executrix disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 of 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 Fannie Buck L. Sanderson.
(b) Mrs. Sanderson's address is 34 Broadmoor Drive, Laurel, Mississippi
39440.
(c) Mrs. Sanderson is not employed.
(d) During the last five years, Mrs. Sanderson has not been convicted in a
criminal proceeding (excluding any traffic violations or similar misdemeanors).
(e) During the last five years, Mrs. Sanderson has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which she 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) Mrs. Sanderson is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Not applicable.
<PAGE>
ITEM 4. Purpose of Transaction.
On December 20, 1999, Mrs. Sanderson was qualified as the executrix of the
Estate and therefore was deemed to have acquired the beneficial ownership of the
Common Stock beneficially owned by the Estate. Pursuant to Rule 13d-4 of the
Exchange Act, Mrs. Sanderson disclaims the beneficial ownership of those shares
of Common Stock.
Mrs. Sanderson does not have any plans or proposals that relate to or
would result in any of the following actions:
- - 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 Mrs. Sanderson except to the extent
that she may disclaim such distribution, in which case those heirs and
legatees would be the decedent's children;
- - an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
- - a sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
- - 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;
- - any material change in the present capitalization or dividend policy of
the Company;
- - any other material change in the Company's business or corporate
structure;
- - 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;
- - 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;
- - 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
- - any action similar to any of those enumerated above.
<PAGE>
The Executrix is the widow of Dewey R. Sanderson, Jr. Two of their sons,
Robert Buck Sanderson and Hugh V. Sanderson are directors of the Company and, as
such, participate in deliberations of the Board of Directors and Executive
Committee that could involve actions such as the foregoing from time to time.
Those and other directors may from time to time consult with the Executrix on a
confidential basis concerning those deliberations. The Executrix is aware that
any such consultations are and will be strictly confidential. The Executrix is
also aware that she may not trade in the Company's Common Stock while in
possession of material nonpublic information concerning the Company.
ITEM 5. Interest in Securities of the Issuer.
(a) Mrs. Sanderson may be deemed to be the beneficial owner of 3,268,482
shares of Common Stock, representing approximately 23.7% of the shares of Common
Stock of the Company outstanding.
(b) The Estate is the beneficial owner of 3,268,482 shares of Common
Stock. As the executrix of the Estate, Mrs. Sanderson has the sole 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, Mrs. Sanderson disclaims the
beneficial ownership of the 3,268,482 shares beneficially owned by the Estate.
(c) During the past sixty days, Mrs. Sanderson has not effected any
transactions involving the Common Stock of the Company.
(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
beneficially owned by the Estate and reported herein as beneficially owned by
Mrs. Sanderson, and this interest relates to more than 5% of the class of Common
Stock believed to be outstanding. Pursuant to Rule 13d-4, Mrs. Sanderson
disclaims the beneficial ownership of the shares described in this Item 5(d).
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE.
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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/Fannie Buck L. Sanderson
Fannie Buck L. Sanderson
Dated: May 19, 2000
