- Written communication relating to an issuer or third party (SC TO-C)
01 Mai 2012 - 10:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14D100)
Tender Offer
Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
IMPERIAL SUGAR COMPANY
(Name of Subject Company)
LOUIS DREYFUS
COMMODITIES SUBSIDIARY INC.
a wholly-owned Subsidiary of
LD COMMODITIES SUGAR HOLDINGS LLC
a wholly-owned Subsidiary of
LOUIS DREYFUS COMMODITIES LLC
(Names of Filing Persons and Offerors)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
453096208
(Cusip Number of Class of Securities)
Cornelius J. Grealy
Chief Legal Officer
Louis Dreyfus Commodities LLC
40 Danbury Road
P.O. Box 810
Wilton, CT 06897-0810
(203) 761-2351
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
With a copy
to:
Roger W. Wells
McGrath North Mullin & Kratz, PC LLO
First National Tower,
Suite 3700
1601 Dodge Street
Omaha, NE 68102
(402) 341-3070
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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N/A
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N/A
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¨
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Check box if any part of the fee is offset as provided by Rule 011(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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N/A.
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Filing Party:
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N/A.
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Form or Registration No.:
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N/A.
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Date Filed:
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N/A.
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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thirdparty tender offer subject to Rule 14d1.
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issuer tender offer subject to Rule 13e4.
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goingprivate transaction subject to Rule 13e3
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amendment to Schedule 13D under Rule 13d2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer.
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If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
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Rule 13e4(i) (CrossBorder Issuer Tender Offer)
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Rule 14d1(d) (CrossBorder ThirdParty Tender Offer)
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This filing relates solely to preliminary communications made before the commencement of a
planned tender offer by Louis Dreyfus Commodities Subsidiary Inc., a Texas corporation (Purchaser), and wholly-owned subsidiary of LD Commodities Sugar Holdings LLC, a Delaware limited liability company (LD Commodities), a
wholly-owned subsidiary of Louis Dreyfus Commodities LLC, a Delaware limited liability company, for all of the outstanding common stock of Imperial Sugar Company, a Texas corporation (Imperial Sugar), to be commenced pursuant to the
Agreement and Plan of Merger, dated as of May 1, 2012 among Purchaser, LD Commodities and Imperial Sugar.
The exhibits
filed herewith are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Imperial Sugars common stock described in this filing has not commenced. At the time the offer is
commenced, Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and Imperial Sugar will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with
respect to the tender offer. Those materials will be made available to Imperial Sugars stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on
the SECs website: www.sec.gov.
EXHIBIT INDEX
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Exhibit No.
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(a)(5)(A)
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Joint Press Release issued by Louis Dreyfus Commodities LLC and Imperial Sugar Company dated May 1, 2012.
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(a)(5)(B)
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Talking points for Imperial Sugar employee meetings.
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