As filed with the Securities and Exchange Commission on March 2, 2005.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Sanderson Farms, Inc.
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MISSISSIPPI
(State of other jurisdiction of Incorporation or Organization) |
64-0615843
(I.R.S. Employer Identification No.) |
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225 N. 13
th
Avenue
Laurel, Mississippi 39441 (Address of principal executive offices) |
39440
(Zip Code) |
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan
(Full title of the plan)
D. Michael Cockrell
Director, Treasurer and Chief Financial Officer
225 N. 13
th
Avenue
Laurel, Mississippi 39440
(601) 649-4030
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a Copy to:
Louis Y. Fishman and
Brock M. Degeyter
Correro Fishman Haygood
Phelps Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46
th
Floor
New Orleans, Louisiana 70170
(504) 586-5252
CALCULATION OF REGISTRATION FEE
Pursuant to Rule 429 promulgated under the Securities Act, the prospectus relating to this
registration statement also relates to shares registered under Form S-8 Registration Statement No.
333-92412. A total of 1,250,000 shares issuable under the Sanderson Farms, Inc. and Affiliates
Stock Option Plan have been previously registered under the Securities Act.
Proposed
Maximum
Proposed
Title of
Offering
Maximum
Amount of
Securities To Be
Amount To Be
Price Per
Aggregate Offering
Registration
Registered
Registered(1)
Share(2)
Price
Fee(3)
2,250,000 shares
$44.93
$101,092,500
$11,898.59
(1)
Upon a future stock split, stock dividend or similar transaction involving the common stock,
par value $1.00 per share, of the registrant during the effectiveness of this registration
statement, the number of shares thereof registered shall be automatically increased to cover
the additional shares thereof in accordance with Rule 416(a) of the Securities Act of 1933
(the “Securities Act”).
(2)
Estimated in accordance with Rule 457(c) and (h)(1) solely for the purpose of calculating the
registration fee on the basis of $44.93 per share, which represents the average of the high
and low prices of the common stock reported on the Nasdaq National Market on February 25,
2005.
(3)
The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities
Act, and was determined by multiplying the Proposed Maximum Aggregate Offering Price by .0001177.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not filed as part of this registration statement pursuant to Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this registration statement pursuant to Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration statement the following documents and information heretofore filed with the Securities and Exchange Commission (the “Commission”):
| (a) | The registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2004; | |||
| (b) | The registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2005; | |||
| (c) | The registrant’s Current Report on Form 8-K filed March 1, 2005; | |||
| (d) | The description of the registrant’s common stock, par value $1.00 per share, that was included in its registration statement on Form 8-A, as declared effective by the Commission on March 2, 1988, incorporated by reference from the registrant’s registration statement on Form S-1, Registration no. 33-13141; and | |||
| (e) | The registrant’s Definitive Proxy Statement filed on January 14, 2005, as revised by the Proxy Supplement filed on February 4, 2005. | |||
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, also shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article FOURTEENTH of the registrant’s Articles of Incorporation provides that a director of the registrant shall not be liable to the registrant or its stockholders for money damages for any action, or any failure to take any action, as a director, except for: (a) the amount of a financial benefit received by a director to which he is not entitled; (b) an intentional infliction of harm to the registrant or the stockholders; (c) a violation of Section 79-4-8.33 of the Mississippi Code of 1972, as amended, more commonly referred to as Section 8.33 of the Mississippi Business Corporation Act, as presently in effect or as amended thereafter, pertaining to liability for unlawful distributions; or (d) an intentional violation of criminal law. If Mississippi law is amended to authorize corporations to take corporate law action further limiting or eliminating the personal liability of directors, then the liability of each director of the registrant shall be limited or eliminated to the full extent permitted by Mississippi law as so amended from time to time. Neither the amendment nor repeal of Article FOURTEENTH, nor the adoption of any provision of the Articles of Incorporation inconsistent with it eliminates or reduces its effect in respect of any matter occurring, or any cause of action, suit or claim that, but for Article FOURTEENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
Reference is also made to Section 79-4-8.50 through and including Section 79-4-8.58 of the Mississippi Business Corporation Act which, taken together, authorize and set forth the extent to which a Mississippi business corporation shall and may indemnify its directors and officers.
Article VI of the registrant’s By-Laws provides for mandatory indemnification of the registrant’s directors and officers, and those of its employees (if any) who are appointed by its President to serve on the registrant’s Executive Committee, or are appointed by such Committee to be Division Managers, to the fullest extent that directors and officers are permitted to be indemnified by law, except in an action brought directly by the registrant against such a person. The mandatory indemnification includes advancement of expenses to those persons who meet the requirements described above for such advances. The right to indemnification applies to acts or omissions occurring prior to or after the adoption of the new by-law, continues as to a person who ceases to be a director, officer or employee, and applies to the person’s heirs. Article VI may be amended or repealed at any time by the Board of Directors with or without approval by the stockholders, but no such action will affect the right to indemnification for acts or omissions which occurred prior to such amendment or repeal.
The registrant maintains insurance the general effect of which is to provide (a) coverage
for the registrant with respect to amounts which it is required or permitted to pay to officers or directors under the indemnification provisions set forth in the Mississippi Business Corporation Act and Article VI of the Company’s By-Laws and (b) coverage of the officers and directors of the registrant for liabilities (including certain liabilities under the federal securities laws) incurred by such persons in their capacities as officers or directors for which they are not indemnified by the registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
Exhibit
Number
Description of Exhibit
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.)
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.)
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.)
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.)
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.)
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
Exhibit
Number
Description of Exhibit
on July 15, 2002, Registration No. 333-92412.)
By-Laws of the Registrant, amended and restated as of
December 2, 2004 (Incorporated by reference to Exhibit 3
filed with the Registrant’s Current Report on Form 8-K on
December 8, 2004.)
Sanderson Farms, Inc. and Affiliates Stock Option Plan
(Amended and Restated as of February 28, 2002)
(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.)
Form of Nonstatutory Stock Option Agreement (Incorporated
by reference to Exhibit 4.9 filed with the registration
statement on Form S-8 filed by the Registrant on July 15,
2002, Registration No. 333-92412.)
Form of Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 4.10 filed with the registration
statement on Form S-8 filed by the Registrant on July 15,
2002, Registration No. 333-92412.)
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan
(Incorporated by reference to Exhibit B of the Definitive
Proxy Statement filed by the Registrant on January 14,
2005.)
Form of Restricted Stock Agreement between Registrant and
its non-employee directors who are granted restricted stock
(Incorporated by reference to Exhibit 10.1 filed with the
current report on Form 8-K filed by the Registrant on March
1, 2005).
Form of Restricted Stock Agreement between Registrant and
its officers and employees who are granted restricted stock
(Incorporated by reference to Exhibit 10.2 filed with the
current report on Form 8-K filed by the Registrant on March
1, 2005).
Form of Agreement between Registrant and its non-employee
directors who participate in its management share purchase
plan (Incorporated by reference to Exhibit 10.3 filed with
the current report on Form 8-K filed by the Registrant on
March 1, 2005).
Form of Agreement between Registrant and its officers and
employees who participate in its management share purchase
plan (Incorporated by reference to Exhibit 10.4 filed with
the current report on Form 8-K filed by the Registrant on
March 1, 2005).
Opinion of Wise Carter Child & Caraway, P.A.,
as to the legality of the securities being registered
hereby. *
| Exhibit | ||
| Number | Description of Exhibit | |
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15.1
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Letter from Ernst & Young LLP dated February 23, 2005 regarding unaudited interim financial information. | |
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23.1
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Consent of Wise Carter Child & Caraway, P.A. (included in Exhibit 5.1). * | |
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23.2
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Consent of Ernst & Young LLP. * | |
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24
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Powers of Attorney (see signature page). |
| * | Filed herewith |
Item 9. Undertakings.
| A. | Rule 415 Offering. |
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | |||
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |||
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; | |||
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |||
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |||
| B. | Filings Incorporating Subsequent Exchange Act Documents by Reference. |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| C. | Filing of Registration Statement on Form S-8. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laurel, State of Mississippi, on March 2, 2005.
| SANDERSON FARMS, INC. | ||||
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By: | /s/ Joe F. Sanderson, Jr. | ||
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Joe F. Sanderson, Jr. | |||
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Chief Executive Officer and Chairman of the Board of Directors | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joe F. Sanderson, Jr., D. Michael Cockrell and James A. Grimes, and each of them individually and without the others, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
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/s/ Joe F. Sanderson, Jr.
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Chief Executive Officer (Principal
Executive Officer) and Chairman of the |
March 2, 2005 | ||
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Joe F. Sanderson, Jr.
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Board of Directors | |||
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/s/ D. Michael Cockrell
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Treasurer, Chief Financial Officer
(Principal Financial Officer) and |
March 2, 2005 | ||
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D. Michael Cockrell
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Director | |||
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/s/ James A. Grimes
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Secretary and Chief Accounting Officer
(Principal Accounting Officer) |
March 2, 2005 | ||
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James A. Grimes
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| Signature | Title | Date | ||
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Director | |||
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John H. Baker, III
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/s/ Lampkin Butts
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President, Chief Operating Officer and
Director |
March 2, 2005 | ||
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Lampkin Butts
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Director | |||
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Beverly Wade Hogan
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Director | |||
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Phil K. Livingston
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Director | |||
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Gail Jones Pittman
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/s/ Charles W. Ritter, Jr.
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Director | March 2, 2005 | ||
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Charles W. Ritter, Jr.
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/s/ Hugh V. Sanderson
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Director | March 2, 2005 | ||
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Hugh V. Sanderson
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Director | |||
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Robert Buck Sanderson
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/s/ William R. Sanderson
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Director | March 2, 2005 | ||
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William R. Sanderson
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/s/ Rowan H. Taylor
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Director | March 2, 2005 | ||
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Rowan H. Taylor
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Director | |||
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Donald W. Zacharias
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INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibit
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.)
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.)
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.)
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.)
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.)
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.)
By-Laws of the Registrant, amended and restated as of
December 2, 2004 (Incorporated by reference to Exhibit 3
filed with the Registrant’s Current Report on Form 8-K on
December 8, 2004.)
Sanderson Farms, Inc. and Affiliates Stock Option Plan
(Amended and Restated as of February 28, 2002)
(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.)
Form of Nonstatutory Stock Option Agreement (Incorporated
by reference to Exhibit 4.9 filed with the registration
statement on Form S-8
Table of Contents
Exhibit
Number
Description of Exhibit
filed by the Registrant on July 15, 2002, Registration No. 333-92412.)
Form of Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 4.10 filed with the registration
statement on Form S-8 filed by the Registrant on July 15,
2002, Registration No. 333-92412.)
Sanderson Farms, Inc. and Affiliates Stock Incentive Plan
(Incorporated by reference to Exhibit B of the Definitive
Proxy Statement filed by the Registrant on January 14,
2005.)
Form of Restricted Stock Agreement between Registrant and
its non-employee directors who are granted restricted stock
(Incorporated by reference to Exhibit 10.1 filed with the
current report on Form 8-K filed by the Registrant on March
1, 2005).
Form of Restricted Stock Agreement between Registrant and
its officers and employees who are granted restricted stock
(Incorporated by reference to Exhibit 10.2 filed with the
current report on Form 8-K filed by the Registrant on March
1, 2005).
Form of Agreement between Registrant and its non-employee
directors who participate in its management share purchase
plan (Incorporated by reference to Exhibit 10.3 filed with
the current report on Form 8-K filed by the Registrant on
March 1, 2005).
Form of Agreement between Registrant and its officers and
employees who participate in its management share purchase
plan (Incorporated by reference to Exhibit 10.4 filed with
the current report on Form 8-K filed by the Registrant on
March 1, 2005).
Opinion of Wise Carter Child & Caraway, P.A.,
as to the legality of the securities being registered
hereby. *
Letter from Ernst & Young LLP
dated February 23, 2005,
regarding unaudited interim financial information.
*
Consent of Wise Carter Child & Caraway, P.A.
(included in Exhibit 5.1).
*
Consent of Ernst & Young LLP.
*
Powers of Attorney (see signature page).
*
Filed herewith
EXHIBIT 5.1
[LETTERHEAD OF WISE CARTER CHILD & CARAWAY]
March 2, 2005
Sanderson Farms, Inc.
Post Office Box 988
Laurel, Mississippi 39441
Gentlemen:
We have acted as corporate counsel to Sanderson Farms, Inc., a Mississippi corporation (the "Corporation"), in connection with review of the Registration Statement on Form S-8 as prepared by special securities counsel, to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the registration of 1,125,000 shares (the "Shares") of the common stock, par value $1.00 per share (the "Common Stock"), of the Corporation which may be issued from time to time upon the exercise of options granted or which may be granted by the Corporation pursuant to the Sanderson Farms, Inc. and Affiliates Stock Incentive Plan (the "Plan").
In rendering this opinion, we have examined (i) the Articles of Incorporation and By-Laws, both as amended, of the Corporation (ii) the Plan and the forms of agreements pertaining thereto; (iii) minutes and records of the corporate proceedings of the Corporation with respect to the adoption of the Plan and the issuance of the Shares or options pursuant thereto; (iv) certificates of certain officers and directors of the Corporation; and (v) such other documents as we have deemed relevant or necessary as a basis for the opinions expressed herein. In all such examinations, we have assumed the genuineness of all signatures and the conformity to originals of all copies submitted to us as certified, conformed or reproduction copies. As to various questions of fact material to the opinions hereinafter expressed, we have relied upon representations to us by officers and directors of the Corporation or its agents and upon the correctness of the factual representations made in minutes and records of corporate proceedings, without independent investigation or verification of the accuracy of any such representations.
Based upon and subject to the foregoing, in reliance thereon and having due regard for such legal considerations as we deem relevant, we are of the opinion that the 1,125,000 shares of common stock covered by the Registration Statement which may be issued from time to time upon the exercise of options granted or which may be granted under the Plan in accordance with actions duly taken by the Board of Directors, as administrator of the Plan, have been duly authorized for issuance by the Corporation in accordance with the Plan, and, when so issued in accordance with the terms and conditions of the Plan and upon valid exercise of options validly granted pursuant to the Plan, will be validly issued, fully paid and non-assessable.
We are admitted to practice only in the State of Mississippi. We express no opinion as to the laws of any jurisdiction other than Mississippi and we do not express any opinion, either
implicitly or otherwise, on any issue not expressly set forth herein.
This letter is issued solely for your benefit and the benefit of your stock option grantees and only in connection with the transactions described herein. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement, but this opinion letter may not be otherwise used, circulated, relied upon, quoted or referred to by any other person or entity or for any other purpose without our prior written consent.
Sincerely yours,
/s/ Henry E. Chatham, Jr. Henry E. Chatham, Jr. |
EXHIBIT 15.1
ACCOUNTANTS' LETTER RE: UNAUDITED FINANCIAL INFORMATION
The Board of Directors and Stockholders
Sanderson Farms, Inc.
We are aware of the incorporation by reference in Registration Statements (Form S-8 Nos. 33-67474 and 333-92412) pertaining to the Sanderson Farms, Inc. and Affiliates Stock Option Plan of our report dated February 23, 2005 relating to the unaudited condensed consolidated interim financial statements of Sanderson Farms, Inc. that are included in its Form 10-Q for the quarter ended January 31, 2005.
/s/ Ernst and Young LLP
New Orleans, Louisiana
February 23, 2005
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EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Sanderson Farms Inc. and Affiliates Stock Incentive Plan of our report dated December 23, 2004, with respect to the consolidated financial statements and schedule of Sanderson Farms, Inc. included in its Annual Report (Form 10-K) for the year ended October 31, 2004, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 23, 2005
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