-----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, Ac6cseiM2FeUqrt4YCfvbYjIbrP9Q6R9RGY+njk8LkeW9vytMQ9BZQQlhfNhJQ4R LR7pIzkMK0e/jsoezYoK/A== 0000812128-96-000008.txt : 19960220 0000812128-96-000008.hdr.sgml : 19960220 ACCESSION NUMBER: 0000812128-96-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960216 SROS: NASD GROUP MEMBERS: D. MICHAEL COCKRELL GROUP MEMBERS: DEWEY R. SANDERSON, JR. GROUP MEMBERS: JOE F. SANDERSON, JR. GROUP MEMBERS: JOE FRANK SANDERSON GROUP MEMBERS: SANDERSON FARMS INC GROUP MEMBERS: TRUSTMARK NATIONAL BANK 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40009 FILM NUMBER: 96522840 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: 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 13G 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 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SANDERSON FARMS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 800013 (Cusip Number) Check the following box if a fee is being paid with this 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 beneficially ownership of five percent or less of such class.) (See Rule 13d-7). *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 "filed" for the purpose of Section 19 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 13G Page 2 of 11 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOE FRANK SANDERSON, JR. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Yes 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5. SOLE VOTING POWER 94,547.5 6. SHARED VOTING POWER 44,599 7. SOLE DISPOSITIVE POWER 65,548 8. SHARED DISPOSITIVE POWER 1,100,098 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,172,185 (See Item 4 of this Schedule 13G) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.61% 12. TYPE OF REPORTING PERSON* INDIVIDUAL CUSIP NO. 800013 13G Page 3 of 11 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. MICHAEL COCKRELL ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Yes 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5. SOLE VOTING POWER 450 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,055,499 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,055,949 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.76% 12. TYPE OF REPORTING PERSON* INDIVIDUAL CUSIP NO. 800013 13G Page 4 of 11 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRUSTMARK NATIONAL BANK 64-0180810 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Yes 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,055,499 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,055,499 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.75% 12. TYPE OF REPORTING PERSON* BANK CUSIP NO.: 800013 Page 5 of 11 Pages Schedules 13G Item 1(a). Name of Issuer: Sanderson Farms, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 225 N. 13th Avenue Laurel, Mississippi 39440 Item 2(a). Name of Persons Filing: Joe Frank Sanderson, Jr. D. Michael Cockrell Trustmark National Bank Item 2(b). Address of Principal Business Office or, if none, Residence: For Trustmark National Bank: 415 N. Magnolia Street Laurel, Mississippi 39440. The principal business address for each reporting person other than Trustmark National Bank is: 225 N. 13th Avenue Laurel, Mississippi 39440 Item 2(c). Citizenship: Joe Frank Sanderson, Jr. and D. Michael Cockrell are both United States citizens. Trustmark National Bank is a bank organized under the laws of the United States. Item 2(d). Title of Class of Securities: Common Stock, $1.00 per share par value. CUSIP NO.: 800013 Page 6 of 11 Pages Item 2(e). Cusip Number: 800013 Item 3. Not Applicable. Item 4. Ownership The paragraphs below set forth information for each of the reporting persons with respect to the following: (a) amount beneficially owned; (b) percent of class; and (c) number of shares as to which such person has: (i) sole power to vote or to direct the vote; (ii) share power to vote or to direct the vote; (iii)sole power to dispose or to direct the disposition of; (iv) shared power to dispose or to direct the disposition of. A. Joe Frank Sanderson, Jr. beneficially owns 1,172,185 shares of the Company's common stock, which equals 8.61% of the outstanding common stock. Of the 1,172,185 shares, Mr. Sanderson has the sole power to vote or direct the vote of 94,547.5 shares, which includes 65,548 shares owned of record by Mr. Sanderson and 28,999.5 shares allocated to Mr. Sanderson's account pursuant to the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates (the "ESOP"). Mr. Sanderson has the sole power to dispose or direct the disposition of the 65,548 shares owned of record by him, and the trustees of the ESOP share dispositive power with respect to the 28,999.5 shares allocated to Mr. Sanderson's account under the ESOP. The 1,172,185 shares disclosed as being beneficially by Mr. Sanderson also include 6,539 shares owned of record by Mr. Sanderson's wife, over which she exercises sole voting and dispositive power, and as to which Mr. Sanderson disclaims beneficial ownership, pursuant to Rule 13d-4 of to the Securities Exchange Act of 1934. 1,055,499 shares of the 1,172,185 shares disclosed as being beneficially owned by Mr. Sanderson are owned of record by the ESOP, of which Mr. Sanderson is a trustee. The members of the Administrative Committee of the ESOP share voting power with respect to 167,500 shares, which are the shares of Company common stock owned of record by the ESOP that are not allocated to participants in the ESOP. Participants in the ESOP have the sole power to vote or to direct the vote of the 887,999 shares of common stock allocated to participants' accounts pursuant to the ESOP. The trustees, including Mr. Sanderson, share dispositive power with respect to the 1,055,499 shares of Company common stock owned of record by the ESOP. Mr. Sanderson, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of the Company's common stock owned of record by the ESOP, other than the 28,999.5 shares allocated to his individual account. 44,599 shares of the 1,172,185 shares disclosed as being beneficially owned by Mr. Sanderson are owned of record by a charitable private foundation of which Mr. Sanderson serves as a director, and as such, shares voting and dispositive power with the other directors of the foundation. B. D. Michael Cockrell beneficially owns 1,055,949 shares of the Company's common stock, which equals 7.76% of the outstanding common stock. Of CUSIP NO.: 800013 Page 7 of 11 Pages the 1,055,949 shares, Mr. Cockrell has the sole power to vote or direct the vote of 450 shares owned of record by Mr. Cockrell. In his capacity as a trustee of the ESOP, Mr. Cockrell beneficially owns the 1,055,499 shares of the Company's common stock owned of record by the ESOP, which equal 7.75% of the outstanding common stock. The members of the Administrative Committee of the ESOP share voting power with respect to 167,500 shares, which are the shares of Company common stock owned of record by the ESOP that are not allocated to participants in the ESOP. Participants in the ESOP have the sole power to vote or to direct the vote of the 887,999 shares of common stock allocated to participants' accounts pursuant to the ESOP. The trustees, including Mr. Cockrell, share dispositive power with respect to the 1,055,499 shares of Company common stock owned of record by the ESOP. Mr. Cockrell, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of the Company's common stock owned of record by the ESOP. C. In its capacity as a trustee of the ESOP, Trustmark National Bank beneficially owns the 1,055,499 shares of the Company's common stock owned of record by the ESOP, which equals 7.75% of the outstanding common stock. The members of the Administrative Committee of the ESOP share voting power with respect to 167,500 shares, which are the shares of Company common stock owned of record by the ESOP that are not allocated to participants in the ESOP. Participants in the ESOP have the sole power to vote or to direct the vote of the 887,999 shares of common stock allocated to participants' accounts pursuant to the ESOP. The trustees, including Trustmark National bank, share dispositive power with respect to the 1,055,499 shares of Company common stock owned of record by the ESOP. Trustmark National Bank, pursuant to Rule 13d-4, disclaims beneficial ownership of all shares of the Company's common stock owned of record by the ESOP. Item 5. Ownership of Five Percent or Less of a Class: Not Applicable. CUSIP NO.: 800013 Page 8 of 11 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Certification: Not Applicable. Material to be filed as Exhibits: Exhibit Description 1 Agreement of Joint Filing CUSIP NO.: 800013 Page 9 of 11 Pages SIGNATURES 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: February 16, 1996. /s/Joe Frank Sanderson, Jr. Joe Frank Sanderson, Jr., Individually and in his capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates /s/D. Michael Cockrell D. Michael Cockrell Individually and in his capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates TRUSTMARK NATIONAL BANK, In its capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates BY:/s/Charles Windham, Jr. Charles Windham, Jr. ITS: Vice President and Trust Officer CUSIP NO.: 800013 Page 10 of 11 Pages EXHIBIT INDEX EXHIBIT DESCRIPTION 1 Agreement of Joint Filing CUSIP NO.: 800013 Page 11 of 11 Pages The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, that the foregoing Schedule 13G relating to the beneficial ownership of shares of the common stock, $1.00 per share par value, of Sanderson Farms, Inc. is filed on behalf of each of the undersigned. Each of the undersigned acknowledges responsibility for the timely filing of this Schedule and any amendments and for the completeness and accuracy of the information contained herein with respect to such person. This Agreement of Joint Filing may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated this 16th day of February, 1996. /s/Joe Frank Sanderson, Jr. Joe Frank Sanderson, Jr., Individually and in his capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates /s/D. Michael Cockrell D. Michael Cockrell Individually and in his capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates TRUSTMARK NATIONAL BANK, In its capacity as a trustee of the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates BY:/s/Charles Windham, Jr. Charles Windham, Jr. ITS: Vice President and Trust Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SANDERSON FARMS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 800013 (Cusip Number) Check the following box if a fee is being paid with this 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 beneficially ownership of five percent or less of such class.) (See Rule 13d-7). *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 "filed" for the purpose of Section 19 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 13G Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DEWEY R. SANDERSON, JR. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Yes 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5. SOLE VOTING POWER 3,045,225 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 3,045,225 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,268,482 (See Item 4 of this Schedule 13G) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.01% 12. TYPE OF REPORTING PERSON* INDIVIDUAL CUSIP NO.: 800013 Page 3 of 5 Pages Schedules 13G Item 1(a). Name of Issuer: Sanderson Farms, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 225 N. 13th Avenue Laurel, Mississippi 39440 Item 2(a). Name of Person Filing: Dewey R. Sanderson, Jr. Item 2(b). Address of Principal Business Office or, if none, Residence: 225 N. 13th Avenue Laurel, Mississippi 39440 Item 2(c). Citizenship: Item 2(d). Title of Class of Securities: Common Stock, $1.00 per share par value. Item 2(e). Cusip Number: 800013 Item 3. Not Applicable. Item 4. Ownership 4(a) Amount Beneficially Owned; 3,268,482 4(b) Percent of Class: 24.01% 4(c) Number of shares as to which such person has: CUSIP NO.: 800013 Page 4 of 5 Pages (i) sole power to vote or to direct the vote: 3,045,225 shares (ii) shared power to vote or to direct the vote: -0- shares (iii) sole power to dispose or to direct the disposition of: 3,045,225 shares (iv) shared power to dispose or to direct the disposition of: -0- shares Included in the aggregate 3,268,482 shares shown as beneficially owned by Mr. Sanderson on the cover page is 223,257 shares owned of record by Mr. Sanderson's wife, as to which she exercises sole voting and dispositive power, and as to which Mr. Sanderson, pursuant to Rule 13d-4, disclaims beneficial ownership. Item 5. Ownership of Five Percent or Less of a Class: Not Applicable. Item 6. Ownership or More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. CUSIP NO.: 800013 Page 5 of 5 Pages Item 10. Certification: Not Applicable. Material to be filed as Exhibits: None. 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: February 16, 1996. /s/Dewey R. Sanderson, Jr. DEWEY R. SANDERSON, JR. UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SANDERSON FARMS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 800013 (Cusip Number) Check the following box if a fee is being paid with this 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 beneficially ownership of five percent or less of such class.) (See Rule 13d-7). *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 "filed" for the purpose of Section 19 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 13G Page 2 of 5 Pages 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOE FRANK SANDERSON ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Yes 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 5. SOLE VOTING POWER 3,253,783 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 3,173,845 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,253,783 (See Item 4 of this Schedule 13G) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.90% 12. TYPE OF REPORTING PERSON* INDIVIDUAL CUSIP NO.: 800013 Page 3 of 5 Pages Schedules 13G Item 1(a). Name of Issuer: Sanderson Farms, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 225 N. 13th Avenue Laurel, Mississippi 39440 Item 2(a). Name of Person Filing: Joe Frank Sanderson Item 2(b). Address of Principal Business Office or, if none, Residence: 225 N. 13th Avenue Laurel, Mississippi 39440 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, $1.00 per share par value. Item 2(e). Cusip Number: 800013 Item 3. Not Applicable. Item 4. Ownership The paragraphs below set forth information for each of the reporting persons with respect to the following: (a) amount beneficially owned; (b) percent of class; and CUSIP NO.: 800013 Page 4 of 5 Pages (c) number of shares as to which such person has: (i) sole power to vote or to direct the vote; (ii) share power to vote or to direct the vote; (iii)sole power to dispose or to direct the disposition of; (iv) shared power to dispose or to direct the disposition of. Joe Frank Sanderson beneficially owns 3,253,783 shares of the Company's common stock, which equals 23.90% of the outstanding common stock. Mr. Sanderson has the sole power to vote or direct the vote of the 3,253,783 shares, which includes 79,938 shares allocated to Mr. Sanderson's account pursuant to the Employee Stock Ownership Plan and Trust of Sanderson Farms, Inc. and Affiliates (the "ESOP"). Mr. Sanderson has the sole power to dispose or direct the disposition of 3,173,845 shares, which excludes the 79,938 shares allocated to his account pursuant to the ESOP, as to which the trustees of the ESOP share dispositive power. Item 5. Ownership of Five Percent or Less of a Class: Not Applicable. Item 6. Ownership or More than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group: Not Applicable. Item 9. Notice of Dissolution of Group: Not Applicable. Item 10. Certification: Not Applicable. Material to be filed as Exhibits: None. CUSIP NO.: 800013 Page 5 of 5 Pages 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: February 16, 1996. /s/Joe Frank Sanderson JOE FRANK SANDERSON -----END PRIVACY-ENHANCED MESSAGE-----