-----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, TJd9N2+DVhZRyTkDqEC2L3ZxwjUipBD0FkO7THV48lsL8tjzJRWrez6XJ1/gwcDf Cakf5dhTz5Q0mO6H+oNe0Q== 0000899243-01-000080.txt : 20010123 0000899243-01-000080.hdr.sgml : 20010123 ACCESSION NUMBER: 0000899243-01-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010116 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10307 FILM NUMBER: 1508984 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 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2001 IMPERIAL SUGAR COMPANY (Exact name of registrant as specified in its charter) TEXAS 1-10307 74-0704500 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) ONE IMPERIAL SQUARE P. O. BOX 9 SUGAR LAND, TEXAS 77487 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 491-9181 ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On January 16, 2001, Imperial Sugar Company (the "Company") filed a voluntary petition for reorganization under chapter 11 of the United States Bankruptcy Code in the District of Delaware. Subject to the approval of the Bankruptcy Court, the Company will operate as a debtor-in-possession, which will enable the Company to continue operations during the reorganization proceeding. The Company has agreed with existing lenders for debtor-in-possession financing to provide a source of liquidity during the reorganization. In addition, the Company has agreed with existing lenders on the terms of a commitment for exit financing. On January 16, 2001, the Company issued a press release in respect of the foregoing. A copy of the press release is attached hereto as an exhibit and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated January 16, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMPERIAL SUGAR COMPANY Date: January 16, 2001 By: /s/ H. P. Mechler ------------------------- Name: H. P. Mechler Its: Vice President, Accounting EX-99.1 2 0002.txt PRESS RELEASE [Imperial Sugar Company Logo] NEWS FOR IMMEDIATE RELEASE Contact: Mark Q. Huggins Managing Director and Chief Financial Officer (281) 490-9587 Investor Relations: Morgen-Walke Associates Gordon McCoun, Jeffrey Zack Media Contact: Stacey Nield (212) 850-5600 IMPERIAL SUGAR COMPANY RECEIVES BONDHOLDER APPROVAL AND BANK FINANCING FILES PRE-NEGOTIATED PLAN OF REORGANIZATION SUGAR LAND, TX, January 16, 2001 -- Imperial Sugar Company (AMEX:IHK) today announced that it has filed a petition for relief under chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. The Company's proposed plan of reorganization ("Plan") has been pre-negotiated by the Company with the lenders under its Senior Credit Agreement ("Lenders") and an ad hoc committee representing a majority in amount of its 9 3/4% Senior Subordinated Notes due 2007 ("Notes"). Under a pre-negotiated chapter 11 filing, the pre-filing negotiations and agreements seek to enable a company to achieve chapter 11 reorganization more rapidly and at less cost than a traditional filing. The reorganization proceeding is expected to be completed within the Company's fiscal year ending September 30, 2001. The Company has requested Bankruptcy Court approval to be allowed to pay its necessary on-going suppliers and trade creditors their pre-petition claims. Imperial Sugar will continue to meet its commitments to its employees, and contracts with its customers will remain in effect. It is contemplated that Imperial Sugar Company will continue under its current management both during the pendency of the reorganization as well as following its completion. The Plan provides that, upon consummation, current holders of the Notes and certain other unsecured creditors will receive 98.0% of the common equity in a restructured entity. Current holders of the common equity of the Company will receive 2.0% of the common equity in the restructured entity and 7-year warrants to purchase an -MORE- IMPERIAL SUGAR COMPANY PAGE 2 additional 10.0% of the restructured entity on a fully-diluted basis. These ownership percentages exclude shares issuable upon the exercise of options granted in connection with the Company's long-term management incentive plan. James C. Kempner, President and CEO of Imperial Sugar said, "The Plan has received strong support from our banks and bondholders. The elimination of $250.0 million of debt will delever our balance sheet, greatly enhancing the financial and competitive strength of the Company. Under the Plan, we expect no disruptions to our operations as we continue to fulfill obligations to our necessary on-going suppliers and trade creditors, as well as providing the high level of service our customers have come to expect from Imperial Sugar and its other operating companies. We continue to rely on the commitment and support of our valued employees." Imperial Sugar also announced that it has agreed with the Lenders for up to $85.0 million in debtor-in-possession ("DIP") financing, of which up to $50.0 million is available after March 31, 2001. In certain circumstances, availability under the DIP facility will replace amounts repaid on the pre- petition revolving credit facility. The Company believes that the DIP facility will provide adequate financing to meet the Company's working capital and operational needs during the pendency of the case. Availability to borrow under the DIP facility when aggregated with liquidity at the time of filing was approximately $50.0 million. In addition, the Company has agreed with the Lenders on the terms of a commitment to provide $307.0 million of exit financing, of which $157.3 million will be available for revolving credit purposes and the remainder for term loans that existed at filing. The DIP financing, which is subject to the approval of the Bankruptcy Court, will enable the Company to continue normal operations during the restructuring proceeding. The exit financing will be used to finance the Company's future working capital and operational requirements. The Company's $110.0 million revolving receivables purchase facility continues through the pendency of the reorganization. The Company believes it can replace the facility with other receivables-backed financing upon consummation of the Plan. Imperial Sugar Company is the largest processor and marketer of refined sugar in the United States and a major distributor to the foodservice market. The Company markets its products nationally under the Imperial(TM), Dixie Crystals(TM), Spreckels(TM), Pioneer(TM), Holly(TM), Diamond Crystal(TM) and Wholesome Sweeteners(TM) brands. Additional information about Imperial Sugar may be found on its web site at www.imperialsugar.com. Statements regarding the Company's ability to complete its reorganization proceedings timely, the outcome of the reorganization plan, the Company's ability to sustain current operations during the pendency of the reorganization including its ability to maintain normal relationships with customers, the ability of the Company to establish normal terms and conditions with suppliers and vendors, costs of the reorganization process, the adequacy of financing arrangements during the reorganization period, future market prices, operating results, synergies, sugarbeet acreage, future operating efficiencies, cost saving and other statements which are not historical facts contained in this release are forward-looking statements that involve certain risks, uncertainties and assumptions. These include, but are not limited to, the results of the bankruptcy proceedings, court decisions and actions, the negotiating positions of various - MORE - IMPERIAL SUGAR COMPANY PAGE 3 constituencies, the results of negotiations, market factors, the effect of weather and economic conditions, farm and trade policy, the ability of the Company to realize planned cost savings, the available supply of sugar, available quantity and quality of sugarbeets and other factors detailed in the Company's Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. # # # -----END PRIVACY-ENHANCED MESSAGE-----