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Note 22 - Subsequent Events
6 Months Ended
Dec. 31, 2011
Subsequent Events [Text Block]
NOTE 22:                      SUBSEQUENT EVENTS

Corporate Reorganization

On January 3, 2012, Processing, reorganized into a holding company structure (the “Reorganization”) through a merger (the “Merger”) with MGPI Merger Sub, Inc., a Kansas corporation, which was an indirect wholly-owned subsidiary of Processing and a wholly-owned subsidiary of MGPI Holdings, Inc., a Kansas corporation (now known as MGP Ingredients, Inc.) (“Registrant”).  The Reorganization and Merger was done entirely among affiliates under common control and no changes in carrying values of assets or liabilities was made or required.

Capital stock of the Company as well as the articles of incorporation, bylaws and equity based compensation plans were amended to reflect the Reorganization.  The Company’s ticker symbol “MGPI” did not change.  The Company’s Credit and Security Agreement with Wells Fargo was amended to reflect the Reorganization and Merger.

Ownership change of ICP

On February 1, 2012, ICP Holdings exercised its option to purchase an additional 20 percent of the membership interest in ICP.  The sales price was $9,103 and was determined in accordance with the LLC Interest Purchase Agreement.   After this transaction, the Company owns 30 percent of ICP and is entitled to name 2 of ICP’s 6 advisory board members.   The pre-tax gain on sale approximated $4,000, which will be recorded in 2012.

Change to long-term incentive compensation plans

In connection with the Reorganization, the Director's Stock Plan was amended to provide for grants in the form of restricted stock units instead of restricted shares.  In contrast to restricted stock awards, shares will not be issued (and participants will not have voting or dividend rights) before awards vest and are issued.  However, the Plan provides for the payment of "dividend equivalents" in the terms of such awards.

As noted in Note 8. Employee Benefit Plans, the Company has heretofore made annual restricted stock awards under its 2004 Incentive Plan.  At meetings held on March 1, 2012, the Human Resources and Compensation Committee and the Board of Directors approved awards in the form of restricted stock units, consisting of 129,000 units awarded as part of the Company’s existing long term incentive program and 45,000 units awarded as a special bonus for efforts in connection with the acquisition of LDI’s Distillery Business that was completed in December, 2011.  The awards entitle participants to receive an aggregate of 174,000 shares of stock following the end of a 5 year vesting period.  Full or pro rata accelerated vesting generally may occur upon a "change in the ownership" of the Company or the subsidiary for which a participant performs services,  a "change in effective control" of the Company or a "change in the ownership of a substantial portion of the assets" of the Company (in each case, generally as defined in the Treasury regulations under Section 409A of the Internal Revenue Code),  or if employment of a participant is terminated as a result of death, disability, retirement or termination without cause. Participants have no voting or dividend rights under the awards; however, the awards provide for payment of cash dividend equivalents when dividends are paid to stockholders.

Dividend declaration

On March 1, 2012, the Board of Directors approved a dividend of $0.05 per common share.  The dividend will be paid on April 19, 2012 to common stockholders of record on March 22, 2012.