UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
(Amendment No. 2)
(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 filing Amendment No. 2 to its Quarterly Report on
Form 10-Q for the quarterly period ended July 31, 2002 in order to include the
certifications required by SEC Rules 12b-15 and 13a-14 under the Securities
Exchange Act of 1934. Such certifications are required because Amendment No. 1
to the registrant's Form 10-Q for that period was filed after August 29, 2002,
the effective date of Rule 13a-14. Amendment No. 1 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 amendment to be signed on its behalf by the
undersigned duly authorized officers.
_____ SANDERSON FARMS, INC. _______
(Registrant)
Date:February 5, 2003 By:/s/D. Michael Cockrell
Treasurer and Chief Financial
Officer
Date: February 5, 2003 By:/s/James A. Grimes
Secretary and Principal
Accounting Officer
CERTIFICATION
I, Joe F. Sanderson, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sanderson
Farms, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.
Date: February 5, 2003
/s/Joe F. Sanderson, Jr.
Joe F. Sanderson, Jr.
President, Chief Executive Officer and
Chairman of the Board (Principal
Executive Officer)
CERTIFICATION
I, D. Michael Cockrell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sanderson
Farms, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report.
Date: February 5, 2003
/s/D. Michael Cockrell
D. Michael Cockrell
Treasurer, Chief Financial Officer
and Director (Principal Financial
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.