UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7/A)
Sterling Sugars, Inc.
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class of Securities)
859604100
___________________________________________
William S. Patout, III
M. A. Patout & Son, Ltd.
3512 J. Patout Burns Road, Jeanrette, Louisiana 70541
with a copy to:
Edwin S. Patout, Esq.
223 East Main Street
New Iberia, Louisiana 70560
____________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 12, 1995
____________________________________________
(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 Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the 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
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six Copies of this statement, including exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided
in a prior cover page.
The information required in 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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Page 2 of 5 Pages
CUSIP No. 859604100
_________________________________________________________________
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
M.A. Patout & Son, Ltd. 72-0283001
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ........................................ _____
(b) ........................................ _____
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds*
WC
_________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is
Required pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place of Organization - Louisiana
_________________________________________________________________
Number of 7) Sole Voting Power ............ 785,697
Shares Bene- _____________________________________________
ficially
Owned by 8) Shared Voting Power ..........
Each Reporting _____________________________________________
Person
With 9) Sole Dispositive Power ....... 785,697
_____________________________________________
10) Shared Dispositive Power .....
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by each
Reporting Person ........................... 785,697
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) .
_________________________________________________________________
13) Percent of Class Represented by Amount
in Row 11 .................................. 31.4%
_________________________________________________________________
14) Type of Reporting Person (See Instructions) . CO
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Page 3 of 5 Pages
Item 1. Security and Issuer.
This statement relates to Common Stock, $1.00 par value per
share (the "Common Stock"), of Sterling Sugars, Inc., a Delaware
corporation (the "Issuer"). The principal executive office of
the Issuer is P.O. Box 572, Franklin, Louisiana 70538.
Item 2. Identity and Background.
This statement is filed by M. A. Patout & Son, Ltd., a
Louisiana corporation (the "Reporting Person"). The principal
business of the Reporting Person is the operation of a factory
which processes sugar cane into raw sugar. The address of the
principal business and principal office of the Reporting Person
is 3512 J. Patout Burns Road, Jeanrette, Louisiana 70541.
During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used $166,227.50 in making the purchase
of a total of 60,125 shares of Common Stock acquired by the
Reporting Person since the date of the last amendment to this
Schedule 13D dated March 7, 1995. Funds were provided from the
working capital of the Reporting Person. In addition, the
Reporting Person forgave a fee of $50,635 owed by the Issuer to
the Reporting Person in partial consideration of the exercise
price of a contractual right to acquire 50,000 shares of Common
Stock granted by the Issuer pursuant to the Technical Services
Agreement described in Item 6.
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock for
purposes of investment and to provide a basis of ownership that
could facilitate future transactions, if determined to be in its
interest.
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Page 4 of 5 Pages
The Reporting Person has given consideration to various
courses of action with respect to the Issuer including (i)
acquiring additional shares of Common Stock in privately
negotiated transactions or in the open market, (ii) proposing a
merger or similar affiliation or business combination with the
Issuer, (iii) causing the termination of registration of the
Common Stock pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 or the termination of its authorization to
be quoted in an inter-dealer quotation system of a registered
national securities exchange, (iv) seeking representation on the
Issuer's Board of Directors, or (iv) a combination of one or more
of the foregoing.
The Reporting Person intends to acquire additional shares
but the exact number has not been decided, and has not reached
any conclusion as to any of the other foregoing alternatives.
Pending such conclusion, the Reporting Person does not presently
intend to sell any shares of Common Stock it owns, although,
depending on market conditions or results of operations of the
Issuer, such intention may change and the Reporting Person may
attempt to dispose of some or all of such shares of Common Stock
in open market transactions or in privately negotiated
transactions to third parties.
Until the Reporting Person makes a decision concerning the
alternatives described above, and depending on market conditions
and other factors, the Reporting Person may continue to purchase
shares of Common Stock in the open market, or in private
transactions if appropriate opportunities to do so are available,
on such terms and at such times as the Reporting Person considers
desirable. Through such purchases, the Reporting Person may
obtain a significant equity investment in the Issuer.
The Reporting Person intends to continuously review its
investment in the Issuer and may in the future decide to pursue
one of the alternatives discussed in this Item 4. In reaching
any conclusion as to the foregoing, the Reporting Person will
take into consideration various factors, such as the Issuer's
business and prospects, other developments concerning the Issuer,
other business opportunities available to the Reporting Person,
developments with respect to the Reporting Person's business,
general economic conditions, and money and stock market
conditions. Except as set forth above, the Reporting Person has
no present plans or intentions which would result in or relate to
any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of March 7, 1995, the Reporting Person beneficially
owned an aggregate of 785,697 shares of Common Stock,
constituting 31.4% of the Common Stock.
(b) The Reporting Person has sole voting and dispositive
power with respect to 785,697 shares of Common Stock.
(c) The Reporting Person has not effected any transaction
in any shares of Common Stock since the date of its last
amendment to this Schedule 13D on March 7, 1995 other than (i)
the purchase of 125 shares of Common Stock for $612.50 ($4.90 per
share) on March 23, 1995; (ii) the purchase of 10,000 shares of
Common Stock for $53,750 ($5.375 per share) on April 6, 1995; and
(iii) the exercise of a contractual right to acquire 50,000
shares of Common Stock set forth in the Technical Services
Agreement described in Item 6 for $111,865 and the forgiveness by
the Reporting Person of fees of $50,635 ($3.25 per share) on
April 12, 1995. All shares were acquired in open market or
privately negotiated transactions.
(d) Not applicable.
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Page 5 of 5 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
On November 15, 1994, the Issuer and the Reporting Person
entered into an agreement (the "Technical Services Agreement")
pursuant to which the Reporting Person agreed to provide certain
engineering and technical expertise in return for, among other
things, (i) the option to acquire 50,000 shares of Common Stock
from the Issuer for an aggregate of $162,500 ($3.25 per share) at
any time prior to December 31, 1998 and (ii) the right to acquire
that number of shares necessary to maintain the Reporting
Person's ownership percentage in the event additional shares of
Common Stock are issued by the Issuer. The Reporting Person has
no knowledge of any plans of the Issuer to issue additional
shares of Common Stock; however, if such shares were issued, the
Reporting Person would most likely acquire the maximum number of
shares permitted under such circumstances.
Item 7. Material to be Filed as Exhibits.
Exhibit A -Technical Services Agreement between Sterling
Sugars, Inc. and M.A. Patout & Son, Ltd. dated
November 15, 1994 (previously filed as Exhibit A
to Amendment No. 5 to this Schedule 13D and
incorporated herein by this reference).
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: April 18, 1995 M. A. PATOUT & SON, LTD.
By: /s/ William S. Patout, III
__________________________
William S. Patout, III
President and
Chief Executive Officer
