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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sanderson Farms, Inc.
Common Stock, $1.00 par value per share
800013
February 5, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
* 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 | Page 2 of 6 Pages | |||||
| 1. | Name of Reporting Person: Robert Buck Sanderson |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: United States |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 652,964 shares of Common Stock, $1.00 par value per share (“Common Stock”) | |||||
| 6. |
Shared Voting Power: 3 shares of Common Stock | |||||
| 7. |
Sole Dispositive Power: 649,821 shares of Common Stock | |||||
| 8. | Shared
Dispositive Power: 3 shares of Common Stock | |||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person: 652,967 shares of Common Stock |
|||||
| 10. | Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o |
|||||
| 11. | Percent
of Class Represented by Amount in Row (9): 5.0% | |||||
| 12. | Type of Reporting Person (See Instructions): IN | |||||
| CUSIP No. 800013 | Page 3 of 6 Pages |
SCHEDULE 13G
Preliminary Statement
This filing by Robert Buck Sanderson relates to shares of the common stock, $1.00 par value per share, of Sanderson Farms, Inc. Mr. Sanderson previously reported ownership of the common stock on Schedule 13D, but because he currently is deemed to own less than 20 percent of the common stock, he has elected to file this Statement on Schedule 13G pursuant to Rule 13d-1(h) under the Securities Exchange Act of 1934. Mr. Sanderson may be deemed to beneficially own 5.02% of the Common Stock of Sanderson Farms, Inc. However, the instructions to Schedule 13G require that the percentage as stated on the cover to this Schedule be rounded to the nearest tenth of a percent, or 5.0% percent.
Item 1(a). |
Name of Issuer: | |
| Sanderson Farms, Inc. (The "Company") | ||
Item 1(b). |
Address of Issuer's Principal Executive Offices: | |
| 225 N. 13th Avenue | ||
| Laurel, Mississippi 39440 | ||
Item 2(a). |
Name of Person Filing: | |
| Robert Buck 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, par value $1.00 per share. | ||
Item 2(e). |
Cusip Number: | |
| 800013 |
| CUSIP NO. 800013 | 13G | Page 4 of 6 Pages |
Item 3. If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | [ ] Broker or dealer registered under Section 15 of the Act. | |||
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act. | |||
| (c) | [ ] Insurance company as defined in section 3(a)19 of the Act. | |||
| (d) | [ ] Investment company registered under section 8 of the Investment Company Act of 1940. | |||
| (e) | [ ] An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E); | |||
| (f) | [ ] An employee benefit plan or endowment fund in accordance with § 240.13(d)-1(b)(1)(ii)(F); | |||
| (g) | [ ] A parent holding company or control person in accordance with § 240.13(d)-1(b)(1)(ii)(G); | |||
| (h) | [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| (i) | [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |||
| (j) | [ ] Group, in accordance with § 240.13(d)-1(b)(1)(ii)(J). | |||
Item 4. Ownership
| (a) | Amount Beneficially Owned: 652,967 | |||
| (b) | Percent of Class: 5.02% | |||
| (c) | Number of shares as to which the person has: | |||
(i) sole power to vote or direct the vote: 652,964
(ii) shared power to vote or direct the vote: 3
(iii) sole power to dispose or to direct the disposition of: 649,821
(iv) shared power to dispose or to direct the disposition of: 3
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Of the 652,967 shares reported herein as beneficially owned by the Reporting Person, three are held of record of the Estate of Dewey R. Sanderson, Jr. (the “Estate”), of which the Reporting Person is a co-executor. The Reporting Person disclaims beneficial ownership of those three shares. The co-executors of the Estate have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of the Company’s common stock that it owns. Also included in the 652,967 shares reported herein as beneficially owned by the Reporting Person are 643 shares allocated to the Reporting Person’s account in the Company’s Employee Stock Ownership Plan (“ESOP”). Upon termination of employment, the participants in the ESOP have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of the Company’s common stock allocated to their accounts in the ESOP. Until that time, the trustees of the ESOP have such rights and powers.
| CUSIP NO. 800013 | 13G | Page 5 of 6 Pages |
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP NO. 800013 | 13G | Page 6 of 6 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 17, 2004
/s/ Robert Buck Sanderson
Signature
Robert Buck Sanderson
Name/Title