UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
December 17, 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).
Page 2 of 6 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 1,056,391
Shares Bene-
ficially
Owned by 8) Shared Voting Power 0
Each Reporting
Person
With 9) Sole Dispositive Power 1,056,391
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,120,721
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13) Percent of Class Represented by Amount
in Row 11 44.8%
14) Type of Reporting Person (See Instructions) CO
Page 3 of 6 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 $51,375 in making the purchase of
a total of 9,150 shares of Common Stock acquired by the Reporting
Person since those reported on the last amendment to this
Schedule 13D dated August 14, 1995, which amounts do not include
$353,815 anticipated to be used in purchasing a total of 64,330
shares of Common Stock pursuant to that certain Contract to Sell
between M.A. Patout & Son, Ltd. on the one hand and J. Adalberto
Roig, Jr., Jorge Adalberto Roig Velez and Rosana Maria Roig Velez
on the other hand, dated August 1995. See Exhibit "B." Funds
for the purchase were provided and will be provided from the
working capital of the Reporting Person.
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.
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 December 15, 1995, the Reporting Person
beneficially owned an aggregate of 1,120,721 shares of Common
Stock, constituting 44.8% of the Common Stock.
(b) The Reporting Person has sole voting and dispositive
power with respect to 1,056,391 shares of Common Stock and has
the right to acquire 64,330 shares within 60 days pursuant to
that certain Contract to Sell between M.A. Patout & Son, Ltd. on
the one hand and J. Adalberto Roig, Jr., Jorge Adalberto Roig
Velez and Rosana Maria Roig Velez on the other hand dated August
1995. See Exhibit "B."
(c) The Reporting Person has not effected any transaction
in any shares of Common Stock in the last sixty days other than
the purchase of 3,000 shares of Common Stock for $16,500 ($5.50
per share) on October 19, 1995, which shares were acquired in a
privately negotiated transaction. In August, 1995 the Reporting
Person entered into a Contract to Sell with J. Adalberto Roig,
Jr., Jorge Adalberto Roig Velez and Rosana Maria Roig Velez (the
"Sellers") pursuant to which the Reporting Person agreed to
purchase and the Sellers agreed to sell 64,330 shares of Common
Stock for a per share price of $5.50 or an aggregate of $353,815.
The closing is to occur between February 15 and March 1, 1996.
See Exhibit "B."
(d) Not applicable.
(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 option was exercised
by the Reporting Person on April 12, 1995. 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.
In August, 1995 the Reporting Person entered into a contract
to sell with J. Adalberto Roig, Jr., Jorge Adalberto Roig Velez
and Rosana Maria Roig Velez (the "Sellers") pursuant to which the
Reporting Person agreed to purchase and the Sellers agreed to
sell 64,330 shares of Common Stock for a per share price of $5.50
or an aggregate of $353,815. The closing is to occur between
February 15 and March 1, 1996. See Exhibit "B."
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -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).
Exhibit 2 -Contract to Sell between M.A. Patout & Son, Ltd.
and J. Adalberto Roig, Jr., Jorge Adalberto Roig
Velez, and Rosana Maria Roig Velez, dated August,
1995
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: December 26, 1995 M. A. PATOUT & SON, LTD.
By: /s/ William S. Patout, III
________________________________
William S. Patout, III
President and
Chief Executive Officer
CONTRACT TO SELL
This Contract to Sell (Contract) is entered into by and
between the following parties:
J. Adalberto Roig, Jr., whose mailing address is Post Office
Box 458, Humacao, Puerto Rico 00792
Jorge Adalberto Roig Velez, whose mailing address is Post
Office Box 458, Humacao, Puerto Rico 00792
and
Rosana Maria Roig Velez, whose mailing address is Post
Office Box 458, Humacao, Puerto Rico 00729
hereinafter collectively referred to as Sellers, and
M.A. Patout & Son, Ltd., a Louisiana corporation domiciled
and doing business in Iberia Parish Louisiana, whose mailing
address is 3512 J. Patout Burns Road, Jeanrette, Louisiana
70560 represented herein by William S. Patout, III, its
President, duly authorized, hereinafter referred to as
"Patout"
who do agree as follows:
Sellers do by these presents covenant and agree to sell to
Patout and Patout does by these presents agree to purchase from
Sellers 64, 330 shares of common stock of Sterling Sugars, Inc.,
(Sterling) for the price and sum of $5.50 per share. The number
of shares owned by each of the Sellers, the stock certificate
numbers representing such shares and the number of shares
represented by each stock certificate are as follows:
Name Stock Certificate Number of
Number Shares
J. Adalberto Roig, Jr. 998 1,759
1533 2,000
1535 1,279
1877 5,000
1879 5,000
1881 5,000
1882 5,000
1883 5,000
1884 3,494
1995 10,000
1997 10,000
1998 5,000
1999 1,000
1534 2,000
Jorge Adalberto Roig 3212 1,416
Velez
Rosana Maria Roig 3213 1,382
The Sellers and
Velez
The Sellers and Patout agree that this sale will take place
in Puerto Rico between February 15, and March 1, 1996. On or
before February 15, 1996, Sellers will deliver to Bernard E.
Boudreaux, Jr., general counsel for Sterling, at the office of
Sterling, at Franklin, Louisiana, all of the stock certificates
representing the ownership of the shares of stock referred to
hereinabove, together with sale agreements for same in the form
of the sale agreement attached hereto as Exhibit A, which
agreements shall be properly executed by each of the owners of
the shares of common stock. All signatures shall be guaranteed
by an entity authorized to execute gold seal signature guarantees
as required by the stock transfer agent of Sterling. Upon
receipt of the stock certificates and the properly executed sale
agreements, Patout shall deliver to Mr. Boudreaux, a certified
check or bank money order drawn to the order of each of the
Sellers in the exact amount to which each Seller shall be
entitled as provided hereinabove. Mr. Boudreaux shall
immediately forward the money instruments to Mr. J. Adalberto
Roig, Jr. by Federal Express, for distribution to each of the
Sellers. Thereupon Mr. Boudreaux shall release all of the sale
documents mentioned hereinabove to Patout so as to accomplish the
transfer of ownership of the shares of stock to Patout on the
books and records of Sterling.
The consideration for this Contract to Sell is the agreement
and obligation on the part of Sellers to convey and deliver unto
Patout a good and merchantable title to the shares of stock
listed hereinabove, and the agreement and obligation on the part
of Patout to purchase and pay for the said shares at the price
set forth herein, and the further consideration previously paid
by Patout in the form of the acquisition of 113,545 shares of
common stock of Sterling from J. Adalberto Roig, Sr., which
further consideration was in the nature of a stipulation for the
benefit of a third party in connection with this Contract to
Sell.
Thus done and signed by the parties to this agreement on the
dates indicated by each of the parties.
Signed:
Date
______________________ ___________
J. Adalberto Roig, Jr.
Date
_______________________ ___________
Jorge Adalberto Roig Velez
Date
_________________________ ___________
Rosana Maria Roig Velez
M.A. PATOUT & SON, LTD.
By:
_____________________ Date _________
William S. Patout, III,
President
