-----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, Lbi5pl1hXJwi9OEecpiZkYHxI620VSh+OqqUOPf4dyRxrgJyWpqQnhynX+fsQaLR dDgXQdKzvIAZDWlErVH/9g== 0000899243-03-000057.txt : 20030114 0000899243-03-000057.hdr.sgml : 20030114 20030113201535 ACCESSION NUMBER: 0000899243-03-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021230 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030114 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: 1934 Act SEC FILE NUMBER: 001-10307 FILM NUMBER: 03512769 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 SUGAR CO /TX/ DATE OF NAME CHANGE: 19880606 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL HOLLY CORP DATE OF NAME CHANGE: 19920703 8-K 1 d8k.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): December 30, 2002 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 77487-0009 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (281) 491-9181 Item 2 - Disposition of Assets Imperial Sugar Company completed the sale of its Diamond Crystal Brands foodservice business ("DCB") to Hormel Foods Corporation on December 30, 2002. The sale of DCB was structured as a sale of the stock of the Company's Diamond Crystal Brands, Inc. and Diamond Crystal Holdings, Inc. subsidiaries. The purchase price for DCB was $115 million in cash, subject to certain post-closing adjustments. Of this amount, $1 million was placed in escrow pending a post-closing adjustment based on working capital and $9.2 million was placed in a 24-month escrow to secure certain possible indemnity claims. The remaining net proceeds were used primarily to pay down debt on existing credit facilities. The sale price was determined based on arms length negotiations. DCB, based in Savannah, Georgia, packages and sells various sugar, sugar substitute and salt and pepper products, savory products, drink mixes and dessert mixes to the foodservice and retail marketplace. It operates four packaging facilities and employs approximately 600 people. The Company will continue to sell certain sugar items to the retail trade that had previously been marketed by DCB as well as bagged sugar to foodservice distributors and foodservice accounts. Pro forma financial information consisting of a condensed balance sheet, condensed statement of operations and accompanying explanatory notes, is presented in an exhibit hereto and incorporated herein by reference for the period ending September 30, 2002. This pro forma information presents condensed historical statements, pro forma adjustments for the sale of DCB, and the pro forma results. On December 31, 2002, the Company completed the re-financing of its existing senior bank debt and entered into a new $175 million credit facility. The effects of this refinancing transaction are not included in the accompanying pro forma financial information. Item 7 - Financial Statements, Pro Forma Financial Information & Exhibits Exhibits: 99.1 Pro Forma Financial Information 99.2 Stock Purchase Agreement, dated as of December 30, 2002, by and between Imperial Sugar Company and the Hormel Foods Corporation (Incorporated by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended September 30, 2002 (File No. 1-10307).) 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 14, 2003 By: /s/ Darrell D. Swank ------------------------------- Darrell D. Swank Executive Vice President and Chief Financial Officer (Principal Financial Officer) EX-99.1 3 dex991.txt PRO FORMA FINANCIAL INFORMATION Exhibit 99.1 IMPERIAL SUGAR COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Twelve Months Ended September 30, 2002 -------------------------------------------------------- Pro Forma Pro Forma --------- --------- Historical Adjustments Total ---------- ----------- ----- (In Thousands of Dollars, Except Share and Per Share Amounts) (1) Net Sales $ 1,297,831 $ (162,046) $ 1,135,785 Cost of Sales 1,196,545 (130,359) 1,066,186 ------------ ----------- ------------ Gross Margin 101,286 (31,687) 69,599 Selling, General and Administrative Costs 64,138 (14,026) 50,112 Discount on Receivables Sold 3,629 - 3,629 Depreciation and Amortization 18,705 (3,740) 14,965 ------------ ----------- ------------ Operating Income 14,814 (13,921) 893 Interest Expense (22,288) 10,455 (11,833) Gain on Sale of Assets 26,523 - 26,523 Other 2,684 348 3,032 ------------ ----------- ------------ Income Before Income Taxes 21,733 (3,118) 18,615 Income Taxes 5,316 (1,091) 4,225 ------------ ----------- ------------ Net Income $ 16,417 $ (2,027) $ 14,390 ============ =========== ============ Basic and Diluted Earnings Per Share of Common Stock $ 1.64 $ 1.44 Weighted Average Shares Outstanding 10,000,000 10,000,000
__________ (1) Pro forma adjustments include the elimination of the results of DCB and a $10.1 million reduction of interest expense related to the repayment of debt with the proceeds of the sales transaction. (1) IMPERIAL SUGAR COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2002 -------------------------------------------------------- Pro Forma Pro Forma --------- --------- Historical Adjustments Total ---------- ----------- ----- (In Thousands of Dollars, Except Share and Per Share Amounts) (1) Current Assets: Cash and marketable securities $ 8,825 $ (31) $ 8,794 Receivables 33,544 10,200 43,744 Inventories 157,242 (10,978) 146,264 Deferred costs and prepaid expenses 24,090 (920) 23,170 ------------- ----------- ------------ Total current assets 223,701 (1,729) 221,972 ------------- ----------- ------------ Plant Property and Equipment, net 206,719 (41,158) 165,561 Other Assets 32,945 32,945 ------------- ----------- ------------ Total $ 463,365 $ (42,887) $ 420,478 ============= =========== ============ Current Liabilities: Accounts payable - trade $ 67,140 $ (6,019) $ 61,121 Short-term borrowings and current maturities of long-term debt 10,289 10,289 Other current liabilities 62,499 (6,225) 56,274 ------------- ----------- ------------ Total current liabilities 139,928 (12,244) 127,684 ------------- ----------- ------------ Long-term Debt 148,878 (89,966) 56,102 Other Liabilities 76,299 (8,239) 68,060 Shareholders' Equity 98,260 67,562 168,632 ------------- ----------- ------------ Total $ 463,365 $ (42,887) $ 420,478 ============= =========== ============
__________ (1) Pro forma adjustments include adjustments for the sale of net assets of DCB for gross proceeds of $115 million. Net proceeds, after deducting $10.2 million placed in escrow and transaction expenses of $2.8 million, were used to repurchase receivables previously sold in a securitization transaction and to reduce long-term debt. The transaction resulted in a gain of approximately $67 million. (2) -----END PRIVACY-ENHANCED MESSAGE-----