-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRwNJPycM2CTVNhfgZeppIhYKHWw+vMeBT06KvbYMobnlko411ohm1XjohV7ym3N M2F5bzxPlZBt59p57tKzKA== 0000950135-05-005294.txt : 20050908 0000950135-05-005294.hdr.sgml : 20050908 20050908150147 ACCESSION NUMBER: 0000950135-05-005294 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 GROUP MEMBERS: GEORGE J. SCHULTZE GROUP MEMBERS: SCHULTZE ASSET MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL SUGAR CO /NEW/ CENTRAL INDEX KEY: 0000831327 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 740704500 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39663 FILM NUMBER: 051075136 BUSINESS ADDRESS: STREET 1: ONE IMPERIAL SQ STE 200 STREET 2: P O BOX 9 CITY: SUGAR LAND STATE: TX ZIP: 77487 BUSINESS PHONE: 2814919181 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL HOLLY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL SUGAR CO /TX/ DATE OF NAME CHANGE: 19880606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Schultze Master Fund, Ltd. CENTRAL INDEX KEY: 0001315131 IRS NUMBER: 980425156 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CALEDONIAN HOUSE, P.O. BOX 1043 STREET 2: ATTN: SHAREHOLDER SERVICES GROUP CITY: GRAND CAYMAN STATE: E9 ZIP: GT BUSINESS PHONE: 914-701-5260 MAIL ADDRESS: STREET 1: C/O SCHULTZE ASSET MANAGEMENT, LLC STREET 2: 3000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 b56754a5sc13dza.txt SCHULTZE MASTER FUND, LTD. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) IMPERIAL SUGAR COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 453096208 (CUSIP Number) George J. Schultze Schultze Asset Management, LLC 3000 Westchester Avenue Purchase, NY 10577 with a copy to: Steven London Brown Rudnick Berlack Israels LLP One Financial Center Boston, MA 02111 (617) 856-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 8, 2005 (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 which is the subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [__] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 purposes 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. 453096208 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Schultze Master Fund, Ltd. 98-0425156 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,368,792 BENEFICIALLY OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,368,792 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,368,792 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- CUSIP No. 453096208 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Schultze Asset Management, LLC 22-3563247 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 154,549 PERSON --------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,523,341 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,523,341 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- CUSIP No. 453096208 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Schultze - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING 154,549 PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,523,341 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,523,341 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D Company: Imperial Sugar Company. CUSIP Number: 453096208 ITEM 1. SECURITY AND ISSUER. This Amendment No. 5 to Statement on Schedule 13D (the "Amendment No. 5") amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission ("SEC") on July 20, 2004 ("Original Statement"), as amended by Amendment No. 1 to Statement on Schedule 13D filed with the SEC on October 12, 2004 ("Amendment No. 1"), Amendment No. 2 to Statement on Schedule 13D filed with the SEC on December 22, 2004 ("Amendment No. 2"), Amendment No. 3 to Statement on Schedule 13D filed with the SEC on February 9, 2005, as revised to correct a typographical error and re-filed on February 10, 2005 ("Amendment No. 3"), and Amendment No. 4 to Statement on Schedule 13D filed with the SEC on May 19, 2005, on behalf of Schultze Asset Management, LLC, George J. Schultze, and the Schultze Master Fund, Ltd., and relates to the common stock, no par value (the "Common Stock"), of Imperial Sugar Company, a Texas corporation (the "Company"). This Amendment No. 5 is filed by Schultze Master Fund, Ltd., Schultze Asset Management, LLC, and George J. Schultze (collectively, the "Reporting Persons"). The principal executive offices of the Company are located at One Imperial Square, PO Box 9, Sugar Land, TX 77487, United States. Except as set forth herein, the Original Statement, as previously amended, is unmodified. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to add the following: On September 8, 2005, Schultze Asset Management, LLC sent a letter to Mr. Robert A. Peiser, President and Chief Executive Officer of the Company and the Company's board of directors stating, among other things, that Schultze Asset Management, LLC has revised its proposal to acquire the Company contained in its letter dated May 19, 2005. Under the new proposal, Schultze Asset Management, LLC states that it believes that its prior proposal in its May 19, 2005 letter to acquire the Company in a merger for $17.00 per share in cash for all of the outstanding capital stock of the Company not currently owned by Schultze Asset Management, LLC, significantly overvalued the Company and is not an appropriate purchase price. Despite the disappointing performance and results publicly announced by the Company since Schultze Asset Management, LLC submitted its prior proposal and its impact on the Company's valuation, Schultze Asset Management, LLC remains very interested in pursuing a possible acquisition of the Company on the same terms described in its May 19, 2005 letter, except that it is now offering to acquire, for a purchase price of $10.50 per share in cash, that number of shares of the outstanding capital stock of the Company which, when combined with the shares of the Company currently owned by Schultze Asset Management, LLC, will equal 79.9% of the outstanding capital stock of the Company. Schultze Asset Management, LLC reiterated in its September 8, 2005 letter that its proposal is not contingent on obtaining financing and it has adequate resources at its disposal to consummate the proposed acquisition. Schultze Asset Management, LLC also reaffirmed its intentions with respect to retention of employees and management as set forth in its May 19, 2005 letter. The complete text of the September 8, 2005 letter is attached as Exhibit III to this Amendment No. 5. Schultze Asset Management, LLC's offer contained in its letter dated September 8, 2005 and attached as part of Exhibit III is an offer to the Company only, and is not, and should not be interpreted to be, an offer to or a solicitation of an offer from any other person or entity, including, without limitation, any other shareholder of the Company. Schultze Asset Management, LLC's offer contained in its letter dated September 8, 2005 and attached as part of Exhibit III is not, and should not be interpreted to be, a solicitation of any consent or proxy from any other person or entity, including, without limitation, any other shareholder of the Company. Schultze Asset Management, LLC's offer contained in its letter dated September 8, 2005 and attached as part of Exhibit III is not, and should not be interpreted to be, nor does it represent or reflect, any agreement, arrangement or understanding (whether or not in writing) with any person or entity, other than the Company, for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company. In connection with the foregoing, and as may be appropriate from time to time depending on the course of discussions with the Company, its representatives and advisors, and/or other actions taken by the Company, the Reporting Persons will consider the feasibility and advisability of, and reserve the right to undertake, various courses of action with respect to its investment in the Company, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of additional stock of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) a material change in the present capitalization or dividend policy of the Company; (f) other material changes in the Company's business or corporate structure; (g) changes in the Company's articles of incorporation or bylaws or other actions that may impede the acquisition of control of the Company by any person; (h) causing any class of the Company's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. The Reporting Persons may also seek to participate in, and influence the outcome of, any proxy solicitation involving the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit I Joint Filing Agreement by and among Schultze Master Fund, Ltd., Schultze Asset Management, LLC, and George J. Schultze, dated as of December 20, 2004 (previously filed with the SEC on December 22, 2004 as Exhibit I to Amendment No. 2 and incorporated herein by reference). Exhibit II Letter from Schultze Asset Management, LLC to the Company, dated May 19, 2005, with related correspondence (previously filed with the SEC on May 19, 2005 as Exhibit II to Amendment No. 4 and incorporated herein by reference). Exhibit III Letter from Schultze Asset Management, LLC to the Company, dated September 8, 2005.
SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this Amendment No. 5 is true, complete and correct. Date: September 8, 2005 SCHULTZE MASTER FUND, LTD. By: /s/ George J. Schultze ------------------------------------- Name: George J. Schultze Title: Managing Member of Investment Manager SCHULTZE ASSET MANAGEMENT, LLC By: /s/ George J. Schultze ------------------------------------- Name: George J. Schultze Title: Managing Member /s/ George J. Schultze -------------------------------------------- George J. Schultze EX-99.III 2 b56754a5exv99wiii.txt EX-99.111 LETTER FROM SHULTZE ASSET MANAGEMENT, LLC SCHULTZE ASSET MANAGEMENT, LLC 3000 Westchester Avenue Purchase, New York 10577-2565 September 8, 2005 Robert A. Peiser, CEO, and The Board of Directors of Imperial Sugar Company Imperial Sugar Company 8016 Hwy 90A Sugar Land, TX 77487 Dear Robert: We appreciate the time you and your colleagues have been spending with us as we proceed with our due diligence review in connection with our possible acquisition of Imperial Sugar Company (the "Company"). This letter outlines our revised offer to acquire the Company. 1. Offer. We now believe that our prior proposal in our letter dated May 19, 2005 to acquire the Company in a merger for $17.00 per share in cash for all of the outstanding capital stock of the Company not currently owned by us, significantly overvalued the Company and is not an appropriate purchase price. Despite the disappointing performance and results publicly announced by the Company since we submitted our prior proposal and its impact on the Company's valuation, we remain very interested in pursuing a possible acquisition of the Company on the same terms described in our May 19th letter, except that we are now offering to acquire, for a purchase price of $10.50 per share in cash, that number of shares of the outstanding capital stock of the Company which, when combined with the shares of the Company we currently own, will equal 79.9% of the outstanding capital stock of the Company. We reiterate that this proposal is not contingent on obtaining financing and we have adequate resources at our disposal to consummate the proposed acquisition. We also want to reaffirm our intentions with respect to retention of employees and management as set forth in our May 19th letter. We strongly believe that the Board of Directors of the Company should find this proposal to be fair and in the best interests of the Company's shareholders. 2. Timing. We require that the Board of Directors of the Company respond to this letter and our proposal by 5:00 p.m. on September 22, 2005. 3. No Binding Agreement. No agreement shall exist between Schultze Asset Management LLC and the Company unless and until we negotiate and execute a definitive acquisition agreement in writing containing customary representations, warranties, covenants and closing conditions. Our offer is also subject to completion of customary due diligence. 4. Offer to the Company Only; Not a Solicitation. Our offer is an offer to the Company only, and is not, and should not be interpreted to be, an offer to or a solicitation of an offer from any other person or entity, including, without limitation, any other shareholder of the 1 Company. Our offer is not, and should not be interpreted to be, a solicitation of any consent or proxy from any other person or entity, including, without limitation, any other shareholder of the Company. Our offer is not, and should not be interpreted to be, nor does it represent or reflect, any agreement, arrangement or understanding (whether or not in writing) with any person or entity, other than the Company, for the purpose of acquiring, holding, voting or disposing of any voting securities of the Company. We are hopeful that we can move this process forward and look forward to hearing from you soon so we can discuss our next steps. Very truly yours, Schultze Asset Management, LLC /s/ George J. Schultze ------------------------------ By: George Schultze Title: Managing Member cc: James J. Gaffney, Chairman of the Board Curtis G. Anderson, Director Gaylord O. Coan, Director Yves-Andre Istel, Director Robert J. McLaughlin, Director James A. Schlindwein, Director John K. Sweeney, Director 2 -----END PRIVACY-ENHANCED MESSAGE-----