-----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, J84ipzyOhFxSQSJVw+yuwEV5F0TmBzDrnZtep/MEjK27Riu+o/BFcZRZEo6Qqyii pgCmW+MvlBXKkJNG7zuXag== 0000812128-02-000003.txt : 20020413 0000812128-02-000003.hdr.sgml : 20020413 ACCESSION NUMBER: 0000812128-02-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021031 ITEM INFORMATION: Other events FILED AS OF DATE: 20020108 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14977 FILM NUMBER: 2503677 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 8-K 1 form8k0102.txt FORM 8-K ON JANUARY 3, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2002 SANDERSON FARMS, INC. (Exact name of registrant as specified in its charter) Mississippi 0-16567 64-0615843 --------------- -------------------- ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 225 N. 13th Avenue P.O. Box 988 Laurel, Mississippi 39441 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (601) 649-4030 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable. - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On January 3, 2002, Sanderson Farms, Inc. (the registrant) issued a press release announcing an increase in its dividend and its purchase of a total of 621,079 shares of its common stock, par value $1.00 per share, from the Estate of Joe Frank Sanderson and the Estate of Dewey R. Sanderson, Jr. The purchase from each Estate was made pursuant to Stock Purchase Agreement between the registrant and the Estate. Copies of each Agreement are filed herewith as Exhibits 10.1 and 10.2. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. The following exhibits are filed with this Current Report: Exhibit No. Description ----------- ----------- 10.1 Stock Purchase Agreement dated January 3, 2002, by and between the registrant and the executors of the Estate of Joe Frank Sanderson. 10.2 Stock Purchase Agreement dated January 3, 2002, by and between the registrant and the executors of the Estate of Dewey R. Sanderson, Jr. 99.1 Press Release dated January 3, 2002 announcing an increase in the registrant's dividend and the registrant's purchase of a total of 621,079 shares of its common stock, par value $1.00 per share, from the Estate of Joe Frank Sanderson and the Estate of Dewey R. Sanderson, Jr. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SANDERSON FARMS, INC. (Registrant) Date: January 3, 2002 By: /s/ D. Michael Cockrell ------------------------------------ D. Michael Cockrell Treasurer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 10.1 Stock Purchase Agreement dated January 3, 2002, by and between the registrant and the executors of the Estate of Joe Frank Sanderson. 10.2 Stock Purchase Agreement dated January 3, 2002, by and between the registrant and the executors of the Estate of Dewey R. Sanderson, Jr. 99.1 Press Release dated January 3, 2002 announcing the registrant's purchase of a total of 621,079 shares of its common stock, par value $1.00 per share, from the Estate of Joe Frank Sanderson and the Estate of Dewey R. Sanderson, Jr. EXHIBIT 10.1 [Stock Purchase Agreement With JFS Estate] EXHIBIT 10.2 [Stock Purchase Agreement With DRS Estate] EXHIBIT 99.1 [Press Release] EX-99 3 jstockpurch.txt STOCK REPURCHASE - JOE FRANK 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 Joe F. Sanderson, Jr., and William R. Sanderson, not in their individual capacities but as co-executors of the Estate of Joe Frank Sanderson (the "Estate"). All references made to the "Estate" or to the "Executors" herein refer to Joe F. Sanderson, Jr. and William R. Sanderson as Co-Executors of the Estate of Joe Frank Sanderson and not in their individual capacities. WHEREAS, the Company desires to purchase from the Estate and the Estate desires to sell to the Company 320,000 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, 320,000 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 Joe Frank Sanderson 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 Harris Trust and Savings Bank and Suntrust Bank under that certain Credit Agreement dated as of March 21, 2000 between the Executors and those banks (the "Harris 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 Harris 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:_________________________________ Joe F. Sanderson, Jr., Co-Executor By:_________________________________ William R. Sanderson, Co-Executor EX-99 4 dstockrep.txt STOCK REPURCHASE - DEWEY 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 EX-99 5 stockrepurchase.txt PRESS RELEASE Contact: Mike Cockrell Treasurer & Chief Financial Officer (601) 649-4030 SANDERSON FARMS, INC. ANNOUNCES STOCK REPURCHASE AND DIVIDEND INCREASE Laurel, Miss. (January 3, 2002) -- Sanderson Farms, Inc. (Nasdaq: SAFM), a leading producer, processor, marketer and distributor of fresh and frozen chicken and other prepared food items, announced that it has today purchased a total of 621,079 shares, or 4.5% of its outstanding stock, from two major shareholders at $20.42 per share, which was yesterday's closing market price. The Company purchased 320,000 shares from the Estate of Joe Frank Sanderson and 301,079 shares from the Estate of Dewey R. Sanderson, Jr., which following the sale now own 2,864,672 shares and 2,967,403 shares, respectively, together representing 42.99% of the Company's outstanding shares. "In approving this transaction today, our Board of Directors determined that the share repurchase will benefit the Company and its shareholders," commented Mike Cockrell, Chief Financial Officer. "We expect this purchase will be accretive to earnings per share during the current fiscal year. In addition, this purchase makes it much more remote that the Estates would be required to sell large numbers of shares in the public market over a relatively short period of time to repay borrowings they incurred for the purpose of paying federal estate taxes. Such sales, or even the likelihood of such sales, could depress market prices for the common stock." According to Cockrell, the Company's Board of Directors previously approved the repurchase of up to one million shares of its common stock from January 21, 1999 through January 20, 2001. The Board of Directors renewed this authority and added another 500,000 shares to this repurchase program on February 15, 2001. Prior to today's purchase, 845,500 shares of stock had been repurchased under the program. "This transaction has allowed us to accelerate our stock repurchase program," added Mr. Cockrell. "Because of the relatively low float and trading volume for our stock, the Company has been unable to meet its goal of repurchasing and retiring the number of shares authorized by the Board of Directors. Following this transaction 33,421 shares remain available for repurchase under the current repurchase program. The Board will continue to evaluate the share repurchase program in the future." Sanderson Farms Announces Stock Repurchase Page 2 January 3, 2002 Under applicable law, the shares repurchased in this transaction will be canceled and retired, leaving 12,945,126 shares outstanding following the transaction. This transaction reduced the number of shares outstanding by 621,079 shares or 4.5% of the stock outstanding prior to the purchase. The Company funded the cost of the repurchase with cash on hand and borrowings under its existing revolving credit facility. The Company also announced today that the Board of Directors has declared a regular quarterly dividend of 10 cents per share payable February 19, 2002, to stockholders of record February 5, 2002. This represents a 100 % increase over the last quarterly dividend and indicates an new annual dividend rate of 40 cents per share, double the old rate of 20 cents per share. Payment of the regular quarterly dividend will remain subject to Board approval each quarter. "We last increased our regular quarterly and annual dividend rate in September 1989," said Cockrell, "and we feel this action is reasonable in light of our expansion over the last decade that has greatly increased our cash flow potential." Sanderson Farms, Inc. is engaged in the production, processing, marketing and distribution of fresh and frozen chicken and other prepared food items. Its shares trade on the Nasdaq National Market under the symbol SAFM. This press release contains forward-looking statements based on management's current views and assumptions. Actual results and events may differ. Please refer to the "Cautionary Statement Regarding Risks and Uncertainties That May Affect Future Performance" on page 17 of the Company's 2001 Annual Report on Form 10-K for a discussion of these matters. In addition to the factors described in the 10-K, some of the forward-looking statements herein may depend on future decisions to be made by the executors of the Estates, over which decisions the Company may have no influence or control. -----END PRIVACY-ENHANCED MESSAGE-----