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)
Estate of Dewey R. Sanderson, Jr.
34 Broadmoor Drive
Laurel, Mississippi 39440
(601) 649-1336
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 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 G.
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).
<PAGE>
CUSIP No. 800013
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Estate of Dewey R. Sanderson, Jr.
64-6219930
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
Estate subject to the laws of the State of Mississippi
(7) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 3,268,482 shares of Common Stock, $1.00 par
value per share (ACommon 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
<PAGE>
3,268,482 shares of Common Stock
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)
00
<PAGE>
SCHEDULE 13D
Preliminary Statement
The Reporting Person files this Schedule 13D to report the death of Dewey
R. Sanderson, Jr., who previously filed a statement on Schedule 13G pursuant to
Section 13d-1(d).
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 the Estate of Dewey R.
Sanderson, Jr. (the "Estate").
(b) The Estate's address is Fannie Buck L. Sanderson, Executrix (the
"Executrix"), 34 Broadmoor Drive, Laurel, Mississippi 39440.
(c) Not applicable.
(d) During the last five years, the Estate has not been convicted in a
criminal proceeding (excluding any traffic violations or similar misdemeanors).
(e) During the last five years, the Estate has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it 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) The Estate is subject to the laws of the State of Mississippi.
ITEM 3. Source and Amount of Funds or Other Consideration.
Not applicable.
ITEM 4. Purpose of Transaction.
<PAGE>
On December 2, 1999, Dewey R. Sanderson, Jr. died. The 3,268,482
shares of Common Stock that Mr. Sanderson owned of record are now
beneficially owned by the Estate. The executrix of the Estate is Mr.
Sanderson's wife, Fannie Buck L. Sanderson (the "Executrix").
The Estate 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) The Estate is 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 Executrix of the Estate has the sole the power to vote or to
direct the vote and to dispose or to direct the disposition (including selling
or encumbering the shares or distributing them to heirs and legatees) of the
3,268,482 shares of Common Stock beneficially owned by the Estate. Pursuant to
Rule 13d-4 of the Exchange Act, the Executrix disclaims the beneficial ownership
of the 3,268,482 shares of Common Stock beneficially owned by the Estate.
(c) During the past sixty days, the Estate has not effected any
transactions involving the Common Stock of the Company.
(d) To the knowledge of the Estate, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 3,286,482 shares of Common Stock beneficially owned by the
Estate.
(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.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
ESTATE OF DEWEY R. SANDERSON, JR.
By: /s/ Fannie Buck L. Sanderson
Fannie Buck L. Sanderson, Executrix
Dated: May 19, 2000
