10-Q/A 1 form10qa702.txt AMENDMENT 1 FOR FORM 10-Q ENDED JULY 31, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2002 ----------------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________to_______________ Commission file number 0-16567 Sanderson Farms, Inc. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Mississippi 64-0615843 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 225 North Thirteenth Avenue Laurel, Mississippi 39440 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) [GRAPHIC OMITTED] (601) 649-4030 (Registrant's telephone number, including area code) [GRAPHIC OMITTED] Not Applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes X No _____ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No _____ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $1 Per Share Par Value-----13,150,276 shares outstanding as of July 31, 2002. Explanatory Note The registrant is amending its Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2002 in order to file as Exhibit 10.1 the Seventh Amendment to Credit Agreement, dated as of July 29, 2002, by and among the registrant; Harris Trust and Savings Bank, individually and as agent; SunTrust Bank; AmSouth Bank; and Trustmark National Bank. Item 6 - Exhibits and Reports on Form 8-K is the only item affected by this amendment and is reproduced in its entirety below. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are filed with this report. Exhibit 3.1 Articles of Incorporation of the registrant dated October 19, 1978. (Incorporated by reference to Exhibit 4.1 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 3.2 Articles of Amendment, dated March 23, 1987, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.2 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 3.3 Articles of Amendment, dated April 21, 1989, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.3 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 3.4 Certificate of Designations of Series A Junior Participating Preferred Stock of the registrant dated April 21, 1989. (Incorporated by reference to Exhibit 4.4 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 3.5 Article of Amendment, dated February 20, 1992, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.5 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 3.6 Article of Amendment, dated February 27, 1997, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.6 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 3.7 By-Laws of the registrant, amended and restated as of July 27, 2000. (Incorporated by reference to Exhibit 4.7 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) Exhibit 15a* Independent Accountants' Review Report Exhibit 15b* Accountants' Letter re: Unaudited Financial Information. Exhibit 10-E-10* Agreement between Sanderson Farms, Inc. (McComb Production Division) and United Food and Commercial Workers, Local 1529, AFL-CIO affiliated with United Food and Commercial Workers International Union, AFL-CIO Exhibit 10.1 Seventh Amendment to Credit Agreement, dated as of July 29, 2002, by and among the registrant; Harris Trust and Savings Bank, individually and as Agent; SunTrust Bank; AmSouth Bank; and Trustmark National Bank. Exhibit 99.01* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 99.02* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -------------- * Filed previously as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended July 31, 2002. (b) The Company did not file any reports on Form 8-K during the three months ended July 31, 2002. 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 duly authorized officers. _____ SANDERSON FARMS, INC. _______ (Registrant) Date: September 10, 2002 By:/s/D. Michael Cockrell ---------------------- Treasurer and Chief Financial Officer Date: September 10, 2002 By:/s/James A. Grimes ---------------------- Secretary and Principal Accounting Officer INDEX TO EXHIBITS Exhibit Number Description of Exhibit 3.1 Articles of Incorporation of the registrant dated October 19, 1978. (Incorporated by reference to Exhibit 4.1 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 3.2 Articles of Amendment, dated March 23, 1987, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.2 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 3.3 Articles of Amendment, dated April 21, 1989, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.3 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 3.4 Certificate of Designations of Series A Junior Participating Preferred Stock of the registrant dated April 21, 1989. (Incorporated by reference to Exhibit 4.4 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 3.5 Article of Amendment, dated February 20, 1992, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.5 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 3.6 Article of Amendment, dated February 27, 1997, to the Articles of Incorporation of the registrant. (Incorporated by reference to Exhibit 4.6 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 3.7 By-Laws of the registrant, amended and restated as of July 27, 2000. (Incorporated by reference to Exhibit 4.7 filed with the registration statement on Form S-8 filed by the registrant on July 15, 2002, registration no. 333-92412.) 15a* Independent Accountants' Review Report 15b* Accountants' Letter re: Unaudited Financial Information. 10.1 Seventh Amendment to Credit Agreement, dated as of July 29, 2002, by and among the registrant; Harris Trust and Savings Bank, individually and as Agent; SunTrust Bank; AmSouth Bank; and Trustmark National Bank. 10-E-10* Agreement between Sanderson Farms, Inc.(McComb Production Division) and United Food and Commercial Workers, Local 1529, AFL-CIO affiliated with United Food and Commercial Workers International Union, AFL-CIO 99.01* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.02* Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed previously as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended July 31, 2002 .