-----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, UC5lGYE/OGKCN0GjOttOIYUoPycKmvMZbyZBOn27wAVKNPFRvIYj0YRL47F2sRLX gCS0ciZc+ctvg6FMg3U1Jg== 0000812128-00-000032.txt : 20000523 0000812128-00-000032.hdr.sgml : 20000523 ACCESSION NUMBER: 0000812128-00-000032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000522 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: SEC FILE NUMBER: 005-40009 FILM NUMBER: 641140 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 SCHEDULE 13D FOR THE ESTATE DEWEY R. SANDERSON, JR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __ )* 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. 34 Broadmoor Drive Laurel, Mississippi 39440 (601) 649-1336 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 1999 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box G. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 3,268,482 shares of Common Stock, $1.00 par value per share (ACommon Stock@) OWNED BY EACH (8) SHARED VOTING POWER REPORTING PERSON 0 shares of Common Stock WITH (9) SOLE DISPOSITIVE POWER 3,268,482 shares of Common Stock (10) SHARED DISPOSITIVE POWER 0 shares of Common Stock 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,268,482 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) 23.7% 14) TYPE OF REPORTING PERSON (See Instructions) 00 SCHEDULE 13D Preliminary Statement The Reporting Person files this Schedule 13D to report the death of Dewey R. Sanderson, Jr., who previously filed a statement on Schedule 13G pursuant to Section 13d-1(d). 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 Street, 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 Fannie Buck L. Sanderson, Executrix (the "Executrix"), 34 Broadmoor Drive, Laurel, 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 3,268,482 shares of Common Stock that Mr. Sanderson owned of record are now beneficially owned by the Estate. The executrix of the Estate is Mr. Sanderson's wife, Fannie Buck L. Sanderson (the "Executrix"). The Estate does not have any plans or proposals that relate to or would result in any of the following actions: - - the 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. These heirs and legatees are primarily Mrs. Sanderson except to the extent that she may disclaim such distribution, in which case those heirs and legatees would be the decedent's children; - - 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. The Executrix is the widow of Dewey R. Sanderson, Jr. Two of their sons, Robert Buck Sanderson and Hugh V. Sanderson are directors of the Company and, as such, participate in deliberations of the Board of Directors and Executive Committee that could involve actions such as the foregoing from time to time. Those and other directors may from time to time consult with the Executrix on a confidential basis concerning those deliberations. The Executrix is aware that any such consultations are and will be strictly confidential. The Executrix is also aware that she may not trade in the Company's Common Stock while in possession of material nonpublic information concerning the Company. ITEM 5. Interest in Securities of the Issuer. (a) The Estate is the beneficial owner of 3,268,482 shares of Common Stock, representing approximately 23.7% of the shares of Common Stock of the Company outstanding. (b) The Executrix of the Estate has the sole 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 3,268,482 shares of Common Stock beneficially owned by the Estate. Pursuant to Rule 13d-4 of the Exchange Act, the Executrix disclaims the beneficial ownership of the 3,268,482 shares of Common Stock beneficially owned by the Estate. (c) During the past sixty days, the Estate has not effected any transactions involving the Common Stock of the Company. (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 3,286,482 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. Not applicable. ITEM 7. Material to be Filed as Exhibits. Not applicable. 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/ Fannie Buck L. Sanderson Fannie Buck L. Sanderson, Executrix Dated: May 19, 2000 -----END PRIVACY-ENHANCED MESSAGE-----