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): September 8, 2005

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)

(281) 491-9181

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On September 13, 2005, Imperial Sugar Company issued a press release announcing that its Board of Directors had unanimously rejected Schultze Asset Management, LLC’s (“Schultze”) most recent unsolicited proposal to acquire control of the Company. The most recent proposal, set forth in a letter to the Board of Directors dated September 8, 2005, provides that, for $10.50 per share in cash, Schultze will acquire that number of shares that will increase its ownership to 79.9% of the outstanding shares of the Company’s capital stock. The letter also states that the new proposal remains subject to further due diligence by Schultze.

The Board, after meeting with its financial and legal advisors, unanimously determined that the $10.50 per share price was grossly inadequate. In addition, the Board also determined that Schultze’s proposal was unacceptable because it sought to acquire control without providing full value to all shareholders.

The press release, dated September 13, 2005, is furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release issued by Imperial Sugar Company dated September 13, 2005.

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: September 13, 2005	By:	/s/ H. P. Mechler
		H. P. Mechler Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:

Hal Mechler

Senior Vice President & CFO

281-490-9652

Imperial Sugar Company Rejects Schultze’s Latest Proposal

Sugar Land, TX — (September 13, 2005) — Imperial Sugar Company (NASDAQ: IPSU) today announced that its Board of Directors had unanimously rejected Schultze Asset Management, LLC’s (“Schultze”) most recent unsolicited proposal to acquire control of the Company. The most recent proposal, set forth in a letter to the Board of Directors dated September 8, 2005, provides that, for $10.50 per share in cash, Schultze will acquire that number of shares that will increase its ownership to 79.9% of the outstanding shares of the Company’s capital stock. The letter also states that the new proposal remains subject to further due diligence by Schultze.

The Board, after meeting with its financial and legal advisors, unanimously determined that the $10.50 per share price was grossly inadequate. In addition, the Board also determined that Schultze’s proposal was unacceptable because it sought to acquire control without providing full value to all shareholders.

About Imperial Sugar

Imperial Sugar Company is one of the largest processors and marketers of refined sugar in the United States to food manufacturers, retail grocers and foodservice distributors. With packaging and refining facilities across the U.S., the Company markets products nationally under the Imperial^®, Dixie Crystals^®, and Holly^® brands. For more information about Imperial Sugar, visit www.imperialsugar.com.

Statements regarding a possible future transaction with Schultze Asset Management LLC, future market prices and margins, future energy costs, future operating results, sugarbeet acreage, operating efficiencies, future government and legislative action, future cost savings, future benefit

costs, our liquidity and ability to finance our operations and other statements that 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, completion of any possible transaction, market factors, energy costs, the effect of weather and economic conditions, farm and trade policy, our ability to realize planned cost savings, the available supply of sugar, available quantity and quality of sugarbeets, actual or threatened acts of terrorism or armed hostilities, legislative, administrative and judicial actions 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.

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