EXHIBIT 4.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
[Filed March 23, 1987]
Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of this corporation is SANDERSON FARMS, INC.
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on March 23, 1987, in the manner
prescribed by the Mississippi Business Corporation Act:
Present Article FOURTH is hereby deleted in its entirety and new
Article FOURTH is inserted to read:
"FOURTH:
"Section 1. The aggregate number of shares which the
corporation is authorized to issue is thirty million (30,000,000),
divided into two classes. The designation of each class, the number of
shares of each class and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par
value, are as follows:
<Table>
<Caption>
PAR VALUE PER
SHARE OR STATEMENT
NUMBER OF SERIES THAT SHARES ARE
SHARES CLASS (IF ANY) WITHOUT PAR VALUE
- ------- ----- -------- ------------------
25,000,000 Common None $1.00
5,000,000 Preferred To be fixed and $1.00
determined by
Board of Directors
upon issuance
</Table>
"Section 2. The shares of preferred stock authorized by these
Articles of Incorporation shall have no voting rights except as may
otherwise be required by applicable law.
"Section 3. The Board of Directors of the corporation shall
have the authority to establish one or more series of the preferred
stock authorized by these Articles of Incorporation and to fix, with
respect to each such series; the rate of dividend; whether shares may
be redeemed and, if so, the redemption price and the terms and
conditions of redemption; the amount payable upon shares in the event
of voluntary or involuntary liquidation; sinking fund provisions, if
any, for the redemption or purchase of shares; and the terms and
conditions, if any, on which shares may be converted.
"Section 4. No amendment to the Articles of Incorporation of
the corporation that would have the effect of reducing the number of
authorized shares of Common Stock or Preferred Stock or would reduce
the authority of the Board of Directors to fix terms or conditions
relating to any series of Preferred Stock, or would have the effect of
modifying the terms or conditions relating to any series of Preferred
Stock, once established by the
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Board of Directors, shall be adopted unless such amendment shall
receive the affirmative vote of at least 75% of the total number of
shares of Common Stock outstanding; provided that this Section 4 shall
not apply to, and such 75% vote shall not be required for, any such
amendment recommended to the stockholders by the vote of at least
two-thirds of the full Board of Directors of the corporation at a time
when no person, corporation or other entity, either singly or together
with its affiliates and associates (as such terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934), other than the Sanderson Family (as defined
hereinbelow), is the beneficial owner, directly or indirectly, of more
than 25% of the outstanding shares of stock of the corporation entitled
to vote in elections of directors. For purposes hereof, the 'Sanderson
Family' means the children and grandchildren of D. R. Sanderson and
Wilma W. Sanderson and the spouses of such children, but not the
spouses of such grandchildren."
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 1,205,061; and the number of shares entitled to vote
thereon was 1,205,061.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
NONE
FIFTH: The number of shares voted for such amendment was 1,151,347; and
the number of shares voted against such amendment was zero.
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SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was:
NONE
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
NO CHANGE
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital (expressed in
dollars) as changed by such amendment, are as follows:
NO CHANGE
Dated: March 23, 1987.
SANDERSON FARMS, INC.
BY: /s/ J. Odell Johnson
--------------------------------------
Its President
BY: /s/ Wyatt J. Davis, Jr.
--------------------------------------
Its Secretary
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STATE OF MISSISSIPPI
COUNTY OF JONES
I, Peggy Y. McKee, a notary public, do hereby certify that on this 23
day of March, 1987, personally appeared before me J. ODELL JOHNSON, who, being
by me first duly sworn, declared that he is the President of SANDERSON FARMS,
INC., that he executed the foregoing document as President of the Corporation,
and that the statements therein contained are true.
/s/ Peggy Y. McKee
-----------------------------------------
NOTARY PUBLIC
My Commission Expires:
April 23, 1989
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