UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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.
225 North Thirteenth Avenue
Laurel, Mississippi 39440
(601) 649-1336
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 2, 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 Setions 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box o.
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).
<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) 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
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 ("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
<PAGE>
3,268,482 shares of Common Stock
<PAGE>
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14) TYPE OF REPORTING PERSON (See Instructions)
00
<PAGE>
SCHEDULE 13D
Preliminary Statement
The Reporting Person files this Schedule 13D to report the appointment
of new executors of the Estate of Dewey R. Sanderson, Jr. and the
developments set forth in Item 6.
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 225 North Thirteenth Avenue, 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 initially was Mr. Sanderson's wife, but
on August 16, 2000, she was replaced as executrix by two of the decendent's
sons, Robert Buck Sanderson and Hugh V. Sanderson, who were qualified as
co-executors of the Estate (the "Co-Executors").
The Estate 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
children, as 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
o any action similar to any of those enumerated above.
Each of the Co-Executors is a 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.
<PAGE>
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 24.0% of the shares of Common Stock of the
Company outstanding.
(b) The Co-Executors of the Estate share 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, each of the the Co-Executors disclaims the
beneficial ownership of the 3,268,482 shares of Common Stock beneficially owned
by the Estate.
Robert Buck Sanderson is employed as Live Production Assistant of the
Company and is a member of the Board of Directors of the Company. Hugh V.
Sanderson is employed as the Corporate Sales Manager of the Company and is a
member of the Board of Directors of the Company. The business address for each
of them is 225 N. 13th Street, Laurel, Mississippi 39440. During the last five
years, neither of them has 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. They are both citizens of the United States.
(c) During the past sixty days, the Estate has not effected any
transactions involving the Common Stock of the Company, other than as described
in Item 6.
(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 3,268,482 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.
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 this Schedule 13D.
<PAGE>
Description of the contents of any document referred to in this Schedule
13D and filed as an exhibit hereto is necessarily not complete and, in each
instance, reference is made to the document itself which is filed as an exhibit
herewith.
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.
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.
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/Robert Buck Sanderson
Robert Buck Sanderson, Co-Executor
By:/s/Hugh V. Sanderson
Hugh V. Sanderson, Co-Executor
Dated: September 22, 2000
