-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9F1IrXJKVCR2Z/WpXBKDs8pYJvmQbgJnLCDNeNG0gLs0f3p5nPJiDNnKgA4IuuP HwislmgbWw2jkOpg3B9Pyw== 0000812128-02-000038.txt : 20020413 0000812128-02-000038.hdr.sgml : 20020413 ACCESSION NUMBER: 0000812128-02-000038 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020118 GROUP MEMBERS: ESTATE OF DEWEY R. SANDERSON, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANDERSON FARMS INC CENTRAL INDEX KEY: 0000812128 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 640615843 STATE OF INCORPORATION: MS FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40009 FILM NUMBER: 2512842 BUSINESS ADDRESS: STREET 1: 225 N 13TH AVE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: 225 N 13TH AVENUE STREET 2: PO BOX 988 CITY: LAUREL STATE: MS ZIP: 39441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF DEWEY K SANDERSON JR CENTRAL INDEX KEY: 0001114947 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SANDERSON FARMS INC STREET 2: 225 N 13TH AVENUE CITY: LAUREL STATE: MS ZIP: 39441-0988 BUSINESS PHONE: 6016494030 MAIL ADDRESS: STREET 1: C/O SANDERSON FARMS INC STREET 2: 225 N 13TH AVENUE CITY: LAUREL STATE: MS ZIP: 39441-0988 SC 13D 1 sch13ddsestjan02.txt SCH 13D DEWEY SANDERSON ESTATE JAN 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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) January 3, 2002 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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 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). 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) (b) 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 2,967,403 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 2,967,403 shares of Common Stock (10) SHARED DISPOSITIVE POWER 0 shares of Common Stock 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,967,403 shares of Common Stock 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.85% 14) TYPE OF REPORTING PERSON (See Instructions) 00 SCHEDULE 13D Preliminary Statement The Reporting Person files this Schedule 13D to report the sale of 301,079 shares of Sanderson Farms, Inc. common stock on January 3, 2002 to Sanderson Farms, Inc. as described in Item 5. 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 Avenue, 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 13th 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. On December 2, 1999, Dewey R. Sanderson, Jr. died. The shares of Common Stock that Mr. Sanderson owned of record are now beneficially owned by the Estate, except for shares the Estate has disposed of since that date. The Co-executors of the Estate are the decendent's two 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, except as set forth below and in the last paragraph of this Item 4: 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 (which heirs and legatees are primarily the decedents children, as the decedents 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), and other than sales of Common Stock of the Company from time to time to the extent required to pay obligations of the Estate, including the existing bank loan described in Item 6; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; 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; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; 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; 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; 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 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 that could involve actions such as the foregoing from time to time; and, in keeping with their fiduciary duties to the Estate, make proposals or recommendations to the Board of Directors that could involve actions such as the foregoing from time to time. ITEM 5. Interest in Securities of the Issuer. (a) The Estate is the beneficial owner of 2,967,403 shares of Common Stock, representing approximately 22.85% of the shares of Common Stock of the Company outstanding. The amount reported in Amendment 2 to Schedule 13D was 3,268,482. The difference results from the Estate's sale of 301,079 shares on January 3, 2002, at a price of $20.42 per share, which was the closing price per share on NASDAQ ON January 2, 2002. The sale was consummated as a private transaction between the Estate and the Company under the Company's stock repurchase program. (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 2,967,403 shares of Common Stock beneficially owned by the Estate. Pursuant to Rule 13d-4 of the Exchange Act, each of the Co-Executors disclaims the beneficial ownership of the 2,967,403 shares of Common Stock beneficially owned by the Estate. Robert Buck Sanderson is employed as Corporate 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 Manager of Customer Relation 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 Avenue, 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 2,967,403 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. 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. (incorporated by reference to Exhibit 1 to Amendment 1 to Schedule 13D filed by the Estate of Dewey R. Sanderson, Jr. on September 2, 2000). 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. (incorporated by reference to Exhibit 2 to Amendment 1 to Schedule 13D filed by the Estate of Dewey R. Sanderson, Jr. on September 2, 2000). EXHIBIT 3 Stock Purchase Agreement dated January 3, 2002 between Sanderson Farms, Inc. and Hugh V. Sanderson and Robert Buck Sanderson as Co-Executors of the Estate of Dewey R. Sanderson, Jr. and not in their individual capacities. 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, Co-Executor -------------------------------------- Robert Buck Sanderson, Co-Executor By:/s/ Hugh V. Sanderson, Co-Executor -------------------------------------- Hugh V. Sanderson, Co-Executor Dated: January 18, 2002 EX-99.H 3 dstockrep.txt STOCK PURCHASE - DEWEY R. SANDERSON STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated January 3, 2002, by and between Sanderson Farms, Inc., a Mississippi corporation (the "Company"), and Robert Buck Sanderson and Hugh V. Sanderson, not in their individual capacities but as co-executors of the Estate of Dewey R. Sanderson, Jr. (the "Estate"). All references made to the "Estate" or to the "Executors" herein refer to Robert Buck Sanderson and Hugh V. Sanderson as Co-Executors of the Estate of Dewey R. Sanderson, Jr. and not in their individual capacities. WHEREAS, the Company desires to purchase from the Estate and the Estate desires to sell to the Company 301,079 shares of Common Stock, par value $1.00, of the Company ("Common Stock"), at a purchase price per share equal to the lesser of (i) the closing price per share of the Common Stock as quoted on the NASDAQ National Market on the date immediately prior to the date of this Agreement, which price was $20.42 per share, or (ii) the average closing price per share as quoted on the NASDAQ National Market for the five trading days ended on the date immediately prior to the date of this Agreement (the "Per Share Purchase Price"), payable in cash. NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE 1 PURCHASE AND SALE OF SHARES Section 1.1. THE PURCHASE. On the terms of this Agreement, the Estate hereby sells, transfers, conveys and assigns to the Company, and the Company hereby purchases from the Estate, at a cash purchase price per share equal to the Per Share Purchase Price, 301,079 shares of Common Stock (the "Purchased Estate Shares"). Section 1.2. DELIVERIES. The consummation of the purchase and sale contemplated by this Agreement is taking place at the offices of the Company, 225 North Thirteenth Avenue, Laurel, Mississippi 39441 on the date of this Agreement. The Estate is delivering to the Company stock certificates representing the Purchased Estate Shares duly endorsed for transfer or accompanied by duly executed stock powers or forms of assignment; and the Company is delivering to the Estate the amount to be paid for the Purchased Estate Shares by wire transfer of immediately available funds to one or more accounts designated by the Estate in writing to the Company. ARTICLE 2 REPRESENTATIONS Section 2.1. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants to the Estate that: (a) The Company is validly existing and in good standing under the laws of Mississippi and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. 1 1 (b) The execution and delivery by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company. (c) This Agreement has been duly executed and delivered by the Company and, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting creditors' rights generally and general principles of equity, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Section 2.2. REPRESENTATIONS OF THE ESTATE. The Estate hereby represents and warrants to the Company that: (a) The Executors are the duly appointed and acting Executors of the Estate of Dewey R. Sanderson, Jr. and were duly appointed and are the duly acting Executors under the laws of the State of Mississippi. The Executors have the power and authority to enter into this Agreement and, having obtained the approval of the sale of the Purchased Estate Shares pursuant to this Agreement from the Chancery Court of Jones County, Mississippi (the "Court Approval"), to consummate the transactions contemplated hereby. The Court Approval is a final judgment or order, not subject to appeal or reconsideration. (b) This Agreement has been duly and validly executed and delivered by the Executors and, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting creditors' rights generally and general principles of equity, constitutes a valid and binding agreement of the Estate, enforceable against the Estate in accordance with its terms. (c) The Executors have good and valid title to the Purchased Estate Shares, free and clear of any lien, pledge, security interest or other encumbrance whatsoever ("Liens"), other than the lien created to secure the Estate's obligation to Union Planters Bank under that certain Credit Agreement dated as of September 2, 2000 between the Executors and those banks (the "Union Planters Lien"). Upon payment for the Purchased Estate Shares in accordance with this Agreement, the Company will acquire good and valid title to the Purchased Estate Shares, free and clear of all Liens, restrictions, charges or adverse claims, and the Union Planters Lien will be released with respect to the Purchased Estate Shares. The Executors will, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary or desirable to complete the sale, transfer, conveyance and assignment of the Purchased Estate Shares. (d) No authorization, consent or approval of, or filing with, any third person or court or any public body or authority is necessary for the consummation by the Estate of the transactions contemplated by this Agreement, other than the Court Approval described in Section 2.2 (a) above. The execution, delivery and performance of this Agreement by the Estate will not constitute a breach, violation or default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien or encumbrance upon any of the properties or assets of the Estate under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument to which the Estate is a party or by which its properties or assets are bound, other than breaches, violations, defaults, terminations, accelerations or creation of Liens and encumbrances which, in the aggregate, would not impair the ability of the Estate to perform its obligations hereunder or adversely affect the Company's title to the Purchased Estate Shares. 1 1 ARTICLE 3 MISCELLANEOUS Section 3.1. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Mississippi applicable to agreements made and to be performed wholly within such jurisdiction. Section 3.2. SEVERABILITY. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are fulfilled to the greatest extent possible. Section 3.3. EXCLUSIVE AGREEMENT. This Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof and any verbal or written communication between the parties prior to the adoption of this Agreement shall be deemed merged herein and of no further force or effect. IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf on the day and year first written above. SANDERSON FARMS, INC. By:________________________________ Name:________________________ Title:________________________ ESTATE OF JOE FRANK SANDERSON By:_________________________________ Robert Buck Sanderson, Co-Executor By:_________________________________ Hugh V. Sanderson, Co-Executor -----END PRIVACY-ENHANCED MESSAGE-----