Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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 70544
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)
February 22, 1996
(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).
COR\40455.1
Page 2 of 7 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 1,457,491
Shares Bene-
ficially
Owned by 8) Shared Voting Power 0
Each Reporting
Person
With 9) Sole Dispositive Power 1,457,491
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,457,491
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13) Percent of Class Represented by Amount
in Row 11 58.3%
14) Type of Reporting Person (See Instructions) CO
Page 3 of 7 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 70544.
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 $23,500 in purchasing a total of
4,000 shares of Common Stock on February 22, 1996, in an open
market transaction, and $718,824 in purchasing a total of 119,804
shares of Common Stock on February 22, 1996, $236,688 in
purchasing a total of 39,448 shares of Common Stock on February
23, 1996, $236,688 in purchasing a total of 39,448 shares of
Common Stock on February 26, 1996, $743,184 in purchasing a total
of 123,864 shares of Common Stock on February 26, 1996, $39,000
in purchasing a total of 6,500 shares of Common Stock on February
27, 1996, and $16,236 in purchasing a total of 2,706 shares of
Common Stock on February 27, 1996, all in private transactions,
since the date of the last amendment to this Schedule 13D dated
January 22, 1996. Funds for the purchases were 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, reorganization 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, (v) proposing
a change in the capitalization or Certificate of Incorporation of
the Issuer, or (vi) a combination of one or more of the foregoing
or similar transactions.
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 anticipates that it will
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 control of 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 February 27, 1996, the Reporting Person
beneficially owned an aggregate of 1,457,491 shares of Common
Stock, constituting 58.3% of the Common Stock.
(b) The Reporting Person has sole voting and dispositive
power with respect to 1,457,491 shares of Common Stock.
(c) The Reporting Person has not effected any transaction
in any shares of Common Stock since the last amendment to this
Schedule 13D dated January 22, 1996 other than (i) the purchase
of 4,000 shares of Common Stock for $23,500 ($5.875 per share) on
February 22, 1996 which were acquired in an open market
transaction, and (ii) the purchase of 119,804 shares of Common
Stock for $718,824 ($6.00 per share) on February 22, 1996, the
purchase of 39,448 shares of Common Stock for $236,688 ($6.00 per
share) on February 23, 1996, the purchase of 39,448 shares of
Common Stock for $236,688 ($6.00 per share) on February 26, 1996,
the purchase of 123,864 shares of Common Stock for $743,184
($6.00 per share) on February 26, 1996, the purchase of 6,500
shares of Common Stock for $39,000 ($6.00 per share) on February
27, 1996, and the purchase of 2,706 shares of Common Stock for
$16,236 ($6.00 per share) on February 27, 1996, all of which were
acquired in privately negotiated transactions with third parties.
(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 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 shares were purchased on January 22 and 23, 1996.
See Exhibit "B."
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).
Exhibit B -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 (previously filed as Exhibit B to Amendment
No. 10 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: February 28, 1996 M. A. PATOUT & SON, LTD.
By: /s/ William S. Patout
William S. Patout, III
President and
Chief Executive Officer
Page 4 of 7 Pages
[Letterhead of Jones, Walker, Waechter, Poitevent, Carrere and
Denegre]
<<Date>>
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: M.A. Patout & Son, Ltd.
Our file no.: 11765/62648-00
Ladies and Gentlemen:
On behalf of M.A. Patout & Son, Ltd. and pursuant to Section
13(d) of the Securities and Exchange Act of 1934, as amended, we
enclose for filing, via direct transmission to the Commission's
EDGAR System, Amendment No. 12 to the Schedule 13D of M.A. Patout
& Son, Ltd. dated February 22, 1996, reflecting its purchase of
Sterling Sugars, Inc. common stock.
Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (504) 582-
8274.
Sincerely,
/s/ W. Philip Clinton
W. Philip Clinton
Enclosure
cc: William S. Patout
Edwin S. Patout
Sterling Sugars, Inc.
