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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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:
W. Philip Clinton
201 St. Charles Avenue, Floor 51
New Orleans, LA 70170
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 27, 1997
(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).
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 1,531,663
Shares Bene-
ficially
Owned by 8) Shared Voting Power 0
Each Reporting
Person
With 9) Sole Dispositive Power 1,531,663
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by each
Reporting Person 1,531,663
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13) Percent of Class Represented by Amount
in Row 11 61.3%
14) Type of Reporting Person (See Instructions) CO
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 $445,032 in purchasing a total
of 74,172 shares of Common Stock in approximately 70 open
market or privately negotiated transactions since the date of
the last amendment to this Schedule 13D dated February 22,
1996. Funds for all 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.
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 June 27, 1997, the Reporting Person
beneficially owned an aggregate of 1,531,663 shares of Common
Stock, constituting 61.3% of the Common Stock.
(b) The Reporting Person has sole voting and dispositive
power with respect to 1,531,663 shares of Common Stock.
(c) The Reporting Person effected the following
transaction in shares of Common Stock in the past 60 days all
of which were acquired in the open market in private
transactions:
Number Date Purchase
of Acquired Price
Shares
- ------------ ---------- -----------
200 5/2/97 1,200
200 5/2/97 1,200
250 6/16/97 1,500
100 6/20/97 600
167 6/23/97 1,002
23,200 6/27/97 139,000
(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: July 2, 1997 M. A. PATOUT & SON, LTD.
By: /s/ William S. Patout
------------------------------
William S. Patout, III
President and
Chief Executive Officer
July 3, 1997
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. 13 to the Schedule 13D
of M.A. Patout & Son, Ltd. dated June 27, 1997, 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
Sterling Sugars, Inc.
