SCHEDULE 13D
Under the Securities Exchange Act of 1934
Delta & Pine Land Co.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
247357106
(CUSIP Number)
Kenneth R. Cotner
Sterling Capital Management LLC
4064 Colony Road, Suite 300
Charlotte, NC 28211
704-372-8670
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e),
240.13d-l(f) or 240.13d-1(g), check the following box.
X
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.
*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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1746 (11-03)
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sterling Capital Management LLC ID 56-2226389
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
North Carolina
Number of 7. sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
IA
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sterling MGT, Inc. ID 56-2226391
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
North Carolina
Number of 7. Sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Eduardo A. Brea
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
United States
Number of 7. Sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
IN
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Alexander W. McAlister
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
United States
Number of 7. Sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
IN
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David M. Ralston
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
United States
Number of 7. Sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
IN
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brian R. Walton
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only ............................
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
United States
Number of 7. Sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
IN
CUSIP No. 247357106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mark W. Whalen
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable
3. SEC Use Only ..
4. Source of Funds (See Instructions)
OO: Funds of investment advisory clients
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
United States
Number of 7. Sole Voting Power
Shares Beneficially 0 shares
owned by each
Reporting Person With 8. Shared Voting Power
4,176,985 shares
9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
4,176,985 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,176,985 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
10.8%
14. Type of Reporting Person (See Instructions)
IN
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.10 par value (the
"Securities"), of Delta & Pine Land Co., a Delaware corporation (the
"Issuer"). The principal executive office of the Issuer is located at One
Cotton Row, Scott, Mississippi 38772.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f). This statement is being filed jointly by
Sterling Capital Management LLC ("Sterling"), Sterling MGT, Inc. ("MGT"),
Eduardo A. Brea ("Brea"), Alexander W. McAlister ("McAlister"), David M.
Ralston ("Ralston"), Brian R. Walton ("Walton"), and Mark W. Whalen
("Whalen").
Sterling is an investment adviser registered with the Securities &
Exchange Commission under the Investment Advisers Act of 1940. The address
of its principal office is 4064 Colony Road, Suite 300, Charlotte, NC 28211.
Sterling serves as an investment adviser to individual and institutional
clients. The Securities of the Issuer reported in Item 5 were acquired on
behalf of the investment advisory clients of Sterling, under discretionary
authority granted to Sterling.
MGT is the Managing Member of Sterling and has the same address as
Sterling. Brea, McAlister, Ralston, Walton, and Whalen are controlling
shareholders of MGT and such activities constitute their primary occupations,
each are United States citizens and each has the same business address as
Sterling and MGT. MGT, Brea, McAlister, Ralston, Walton, and Whalen are
control persons under 17 C.F.R. 240.l3d-1(b)(1)(ii)(G).
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted in any criminal proceeding, nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The respective investment advisory clients of Sterling used
approximately $96,399,430 in the aggregate to purchase the Securities
reported in this filing. All assets used to purchase Securities were assets
of these respective clients and none were assets of Sterling. In addition,
none of the proceeds used to purchase the Securities were provided through
borrowings of any nature.
ITEM 4. PURPOSE OF TRANSACTION
On January 9, 2004 and January 23, 2004, Sterling sent letters to the
members of the board of directors of Delta & Pine Land Company encouraging
the board to consider recapitalizing the company. In late January 2004, we
also discussed a specific proposal for recapitalization and on March 24 we
sent another letter encouraging management to address our concerns on the
conference call following their 2Q earnings release. Sterling believes that
Delta & Pine has retained significantly more capital than is necessary to
operate its business. By acting on our recommendation, we believe that Delta
& Pine can lower its cost of capital and materially improve the company's
valuation in the public securities markets. We have attached copies of our
recent correspondence with Delta & Pine.
On August 27, 2004 representatives of Sterling capital met with Delta and
Pine's Chairman and Chief Executive Officer to discuss our proposed
recapitalization initiative. This proposal was a follow-up to the
presentation first provided to Delta and Pine's board of directors in January
of 2004. Sterling continues to believe that Delta and Pine has retained
significantly more capital than is necessary to operate its business.
By acting on our recommendation, we believe that Delta can lower its cost of
capital and materially improve the company's valuation in the public
securities markets. Attached is an exerpt from the presentation used during
the August 27, 2004 meeting.
The Securities reported in this filing have been acquired for
investment purposes on behalf of client accounts over which Sterling has
discretionary investment authority.
In pursuing such investment purposes, Sterling may further purchase,
hold, vote, trade, dispose or otherwise deal in the Securities at times, and
in such manner, as they deem advisable to benefit from changes in market
prices of such Securities, changes in the Issuer's operations, business
strategy or prospects, or from sale or merger of the Issuer. To evaluate
such alternatives, Sterling will routinely monitor the Issuer's operations,
prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well as
alternative investment opportunities and other investment considerations.
Consistent with its investment research methods and evaluation criteria,
Sterling may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, Sterling modifying its clients' ownership of the
Securities, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
Sterling reserves the right to formulate other plans and/or make other
proposals, and take such actions with respect to their investment in the
Issuer, including any or all of the actions set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b). The aggregate number and percentage of Securities to
which this Schedule 13D relates is 4,176,985 shares of the common stock of
the Issuer, constituting approximately 10.8% of the 38,550,251 shares
outstanding. Securities reported as beneficially owned by Sterling are also
reported as beneficially owned by each of MGT, Brea, McAlister, Ralston,
Walton, and Whalen as control persons. By reason of such relationships, each
of the above entities and individuals are reported as having shared power to
vote or to direct the vote, and shared power to dispose or direct the
disposition of, such Securities.
(c). The following transactions in the Issuer's Securities were
effected by Sterling during the sixty days preceding the date of this report.
On certain days, multiple transactions may have been executed at different
times. The data below include the total shares and average price for all buy
or sell transactions effected for each day. All such transactions represent
open market transactions.
Transaction Trade Date Shares Average Price
Buy 10/12/2004 Total 3,800 $27.55
Buy 10/20/2004 Total 8,875 $25.38
Buy 10/21/2004 Total 16,900 $25.50
Buy 10/22/2004 Total 10,700 $25.54
Buy 10/29/2004 Total 3,400 $26.34
Buy 11/01/2004 Total 200 $26.32
Buy 11/04/2004 Total 6,500 $26.37
Buy 11/05/2004 Total 13,400 $26.65
Buy 11/08/2004 Total 7,200 $26.94
Buy 11/12/2004 Total 100 $26.93
Buy 11/19/2004 Total 7,700 $26.05
Buy 11/23/2004 Total 400 $26.16
Buy 11/26/2004 Total 7,075 $26.94
Buy 11/29/2004 Total 3,150 $27.25
Buy 11/30/2004 Total 5,800 $26.69
Buy 12/01/2004 Total 11,900 $26.92
Buy 12/02/2004 Total 16,400 $26.46
Buy 12/03/2004 Total 49,800 $26.24
Buy 12/06/2004 Total 87,150 $26.50
12/07/2004 Total 182,400 $26.28
Transaction Trade Date Shares Average Price
Sale 10/13/2004 Total (200) $25.80
Sale 10/15/2004 Total (700) $25.21
Sale 10/20/2004 Total (3,300) $25.19
Sale 10/26/2004 Total (900) $25.22
Sale 10/27/2004 Total (500) $26.46
Sale 11/03/2004 Total (200) $26.32
Sale 11/05/2004 Total (800) $26.44
Sale 11/22/2004 Total (150) $25.78
Sale 11/23/2004 Total (1,800) $26.09
Sale 11/26/2004 Total (200) $26.64
(d). The investment advisory clients of Sterling have the sole right
to receive and, subject to notice, to withdraw the proceeds from the sale of
the Securities. Such clients may also terminate the investment advisory
agreements without penalty upon appropriate notice.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The powers of disposition with respect to Securities owned by
discretionary accounts of Sterling are established in written investment
advisory agreements between clients and Sterling, which are entered into in
the normal and usual course of the business of Sterling as a registered
investment adviser and which are generally applicable to all securities
purchased for the benefit of each such discretionary account. There are no
special or different agreements relating to the Securities of the Issuer.
The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting,
Sterling may be allowed or directed to vote the proxies received by
discretionary accounts.
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.
Dated: December 8, 2004
STERLING CAPITAL MANAGEMENT LLC
By /s/ Kenneth R. Cotner
______________________________________
Kenneth R. Cotner
Director and Chief Operating Officer