UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
STERLING SUGARS, INC.
(Name of the Issuer)
Sterling Sugars, Inc.
P. O. Box 572
Franklin, LA 70538
(Names of Persons Filing Statement)
Common Stock, $1.00 par value
(Title of Class of Securities)
859604100
(CUSIP Number of Class of Securities)
Craig P. Caillier
President & Chief Executive Officer
P.O. Box 572
Franklin, LA 70538
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and
Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a [x] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of
1934.
b [ ] The filing of a registration statement under the
Securities Act of 1933.
c [ ] A tender offer.
d [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [x]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$934,848* $186.97**
Page 1 of 10 pages
* The "Transaction Value" amount referred to above is
approximately the sum of (i) the product of 2,500,000
outstanding shares of Common Stock and $9.00, the cash
price per share to be paid in the proposed reverse stock
split and (ii) .0415, the estimated percentage of
outstanding shares of Common Stock to be acquired by the
issuer pursuant to the reverse stock split.
** In accordance with Fee Rate Advisory #3 for Fiscal
Year 2005 issued by the U.S. Securities and Exchange
Commission on September 30, 2004, under the Securities
Exchange Act of 1934, by multiplying the Transaction
Value by .0002.
[N/A] Check box if any part of the fee is offset as
provided by Rule 0-11(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.
Amount previously paid: $0
Form or Registration No.: 13E-3
Filing Party: Sterling Sugars, Inc.
Date Filed: November 8, 2004
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3
("Schedule 13E-3") is being filed by Sterling Sugars, Inc., a
Louisiana Corporation ("Sterling" or the "Company"), pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended,
and Rule 13e-3 thereunder. The Company is submitting to its
Stockholders a proposal to take the Company private through the
adoption of an amendment to Sterling's Articles of Incorporation
providing for:.
(a) a one-for 2,000 reverse stock split of the Company's one
dollar ($1.00) par value common stock ("Common Stock");
and
(b) a cash payment of $9.00 per pre-split share of Common
Stock, in lieu of issuance of fractional shares, to
Stockholders left with less than one share following the
reverse stock split (the "Purchase Price").
Items (a) and (b) will be considered one proposal (the "Split
Transaction").
This Schedule 13E-3 is being filed with the Securities and
Exchange Commission along with a preliminary proxy statement,
including annexes, filed by the Company pursuant to Regulation 14A
under the Exchange Act ("Proxy Statement"), which will notify
Stockholders of the Annual Meeting of Company Stockholders,
scheduled for December ____, 2004, where Stockholders will be asked
to approve the Split Transaction, elect Directors and conduct any
other business properly brought before the Annual Meeting.
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The following Cross-Reference Sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and provides the
location in the Proxy Statement of all information required to be
included therein. A copy of the Proxy Statement is included as
Exhibit ("A") to this Schedule 13E-3. All information contained in
the Proxy Statement is expressly incorporated herein by reference,
and the responses to each item are qualified in their entirety by
reference to the information contained in the Proxy Statement. As
of the filing date of this Schedule 13E-3, the Proxy Statement is
in preliminary form and is subject to completion or amendment.
This Schedule 13E-3 will be amended to reflect any such changes.
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Proxy Statement.
Item 1. Summary Term Sheet
The information set forth in the Proxy Statement under the
caption "SUMMARY TERM SHEET" is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and Address
The name of the subject company is Sterling Sugars, Inc. The
Company is a Louisiana corporation with is principal executive
offices located at 611 Irish Bend Road, Franklin, Louisiana
70538. The Company's telephone number is (337) 828-0620.
(b) Securities.
The information set forth in the Proxy Statement under the
captions "VOTING SECURITIES" and "BACKGROUND, PURPOSE,
STRUCTURE AND EFFECT OF THE SPLIT TRANSACTION - Effect of
Split Transaction on Sterling" is herein incorporated by
reference.
(c) Trading Market and Prices.
The Company's Common Stock is traded on the OTC Bulletin
Board. The trading symbol is "SSUG". The following table
lists the high and low sales prices for the Company's Common
Stock as quoted on the OTC Bulletin Board for the periods
indicated.
High Low
Fiscal Year Ending July 31, 2004
First Quarter $6.60 $6.25
Second Quarter $7.00 $6.00
Third Quarter $8.00 $6.01
Fourth Quarter $6.25 $6.25
Fiscal Year Ending July 31, 2003
First Quarter $6.00 $5.75
Second Quarter $5.76 $5.75
Third Quarter $5.90 $5.76
Fourth Quarter $6.00 $5.90
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Fiscal Year Ending July 31, 2002
First Quarter $6.00 $5.75
Second Quarter $5.90 $5.81
Third Quarter $6.25 $5.84
Fourth Quarter $5.80 $5.75
Information for the periods referenced above has been
furnished by the OTC Bulletin Board. Quotations reflect inter-
dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.
(d) Dividends.
Sterling declared no dividends during the two year period.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. Sterling has not repurchased any of
its shares during the two year period.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
The filing person, the Company, is also the subject company.
The Company's address and telephone number are provided in
Item 2 above. The executive officers and directors of the
Company are set forth below.
EXECUTIVE OFFICERS (The information set forth in the Proxy
Statement under the caption "INFORMATION CONCERNING MANAGEMENT
- Business Experience of Executive Officers" is herein
incorporated by reference):
Craig P. Callier - President and CEO.
Rivers Patout* - Vice President and General Manager.
Stanley H. Pipes - Vice President and Treasurer.
DIRECTORS (The information set forth in the Proxy Statement
under the caption "ELECTION OF DIRECTORS - Business Experience
of Directors" is herein incorporated by reference):
Bernard E. Boudreaux, Jr.
Peter V. Guarisco
Victor Guarisco, II
James R. Keys
Frank William Patout
Robert B. Patout
William S. Patout, III
(b) Business and Background of Entities Other than Company.
Not Applicable.
(c) Business and Background of Natural Persons.
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The information regarding the background of the Company's
directors and executive officers, pursuant to General Instruction
C to Schedule 13E-3, is set forth under the heading 'ELECTION OF
DIRECTORS-Business Experience of Directors" in the Proxy Statement
and is incorporated herein by reference.
To the knowledge of Sterling Sugars, Inc., during the last
five years, none of the foregoing directors or executive officers
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
judicial or administrative proceeding resulting in a judgment,
decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities
laws, or a finding of any violations of such laws.
Item 4. Terms of the Transaction
(a) (1) Tender Offers. Not Applicable.
(2) Mergers or Similar Transactions.
(i) Transaction Description. This information set
forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET" is incorporated herein by
reference.
(ii) Consideration. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM
SHEET" and "Background, Purpose, Structure and
Effect of Split Transaction - Cash Payment in Lieu
of Shares of Common Stock" is incorporated herein
by reference.
(iii) Reasons for the Transaction. The information set
forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET," "Background, Purpose,
Structure and Effect of Split Transaction -
Background," "- Purpose and Reasons for Split
Transaction" and "- Factors Considered by the
Board" is incorporated herein by reference.
(iv) Vote Required for Approval. The information set
forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "Vote Required" is
incorporated herein by reference.
(v) Differences in the Rights of Security Holders. The
information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET," "Background,
Purpose, Structure and Effect of Split Transaction
- Structure of the Split Transaction and Effect on
Sterling's Stockholders Who Receive Cash Payments,"
"Conversion of Shares in Split Transaction" and
"Effect of the Split Transaction on Affiliates" is
incorporated herein by reference.
(vi) Accounting Treatment. Not Applicable.
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(vii) Federal Income Tax. The information set forth in
the Proxy Statement under the caption "Background,
Purpose, Structure and Effect of the Split
Transaction - Material U.S. Federal Income Tax
Consequences of the Split Transaction" is
incorporated herein by reference.
(c) Different Terms.
The information set forth in the Proxy Statement
under the captions "SUMMARY TERM SHEET",
"Background, Purpose, Structure and Effect of the
Split Transaction - Structure of the Split
Transaction and Effect on Sterling's Stockholders
Who Receive Cash Payments," "Conversion of Shares
in Split Transaction" and "Cash Payment in Lieu of
Shares of Common Stock" is incorporated herein by
reference.
(d) Appraisal Rights.
The information set forth in the Proxy Statement
under the caption "Appraisal Rights" is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not Applicable.
Item 5. Past Contacts, Transaction, Negotiations and Agreements.
(a) Transactions. Not Applicable.
(b) Significant Corporate Events. Not Applicable.
(c) Negotiations or Contacts. Not Applicable.
(d) Agreements Involving the Subject Company's Securities.
Not Applicable.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth in
the Proxy Statement under the captions "SUMMARY TERM
SHEET", "Introduction", and "Background, Purpose,
Structure and Effect of Split Transaction" is herein
incorporated by reference.
(c)(1)-(8)Plans. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET,"
"Introduction," and "Background, Purpose, Structure and
Effect of the Split Transaction," is incorporated herein
by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET", "Risk
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Factors", "Background, Purpose, Structure and Effect of
the Split Transaction - Purpose and Reasons for the Split
Transaction," "Effect of Split Transaction on Sterling"
and "Certain Effects of the Split Transaction" is herein
incorporated by reference.
(b) Alternatives. The information set forth in the Proxy
Statement under the caption "Background, Purpose,
Structure and Effect of the Split Transaction -
Alternatives to the Split Transaction" is herein
incorporated by reference.
(c) Reasons. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET", "Risk
Factors", "Background, Purpose, Structure and Effect of
the Split Transaction - Purpose and Reasons for the Split
Transaction", "Factors Considered by the Board", and
"Factors Considered by the Board-Effect of the Split
Transaction on Sterling" is incorporated herein by
reference.
(d) Effects. The information set forth in the Proxy Statement
under the caption "SUMMARY TERM SHEET", "Risk Factors",
"Background, Purpose, Structure and Effect of the Split
Transaction - Purpose and Reasons for the Split
Transaction", "Factors Considered by the Board", "Source
of Funds and Amount of Funds", "Structure of the Split
Transaction and Effect on Sterling's Stockholders",
Conversion of Shares in Split Transaction", "Effect of
Split Transaction on Sterling", "Effect of the Split
Transaction on Affiliates", "Cash Payment in Lieu of
Shares of Common Stock", "Plans or Proposals After the
Split Transaction", "Material U.S. Federal Income Tax
Consequences of the Split Transaction", and "Certain
Effects of the Split Transaction" is incorporated herein
by reference.
Item 8. Fairness of the Transaction.
(a)-(b) Fairness; Factors Considered in Determining
Fairness. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET",
"Recommendation of the Board of Directors",
"Background, Purpose, Structure and Effect of the
Split Transaction - Factors Considered by the
Board" and "Opinion of Independent Financial
Advisor" is incorporated herein by reference.
(c) Approval of Security Holders. The information set forth
in the Proxy Statement under the captions "SUMMARY TERM
SHEET" and "Vote Required" is incorporated herein by
reference.
(d) Unaffiliated Representative. The information set forth
in the Proxy Statement under the captions "SUMMARY TERM
SHEET" and "Background, Purpose, Structure and Effect of
the Split Transaction - Factors Considered by the Board"
and "Opinion of Independent Financial Advisor" is
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incorporated herein by reference.
(e) Approval of Directors. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM SHEET"
and "Recommendation of the Board of Directors" is
incorporated herein by reference.
(f) Other Offers. Not Applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(c) Report, Opinion, or Appraisal; Preparer and Summary
of the Report, Opinion or Appraisal; Availability
of Documents. The information set forth in the
Proxy Statement under the captions "SUMMARY TERM
SHEET" and "Background, Purpose, Structure and
Effect of the Split Transaction - Factors
Considered by the Board of Directors", "Opinion of
Independent Financial Advisor", and Annex B,
"FAIRNESS OPINION" is incorporated herein by
reference.
Annex B-"Fairness Opinion". The presentation materials
prepared by the independent financial advisor for the
Board of Directors dated _______________ as well as the
land and mineral appraisals prepared by Logan Babin Real
Estate and Collarini & Associates, Inc. respectively,
are included in this Schedule 13E-3 as Exhibit (c)(3) and
will be made available for inspection and copying at the
principal executive offices of the Company during its
regular business hours by any interested Stockholder or
representative of a Stockholder designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a)-(b) Source of Funds; Conditions. The information set
forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "Background, Purpose,
Structure and Effect of the Split Transaction -
Source of Funds and Financial Effect of the Split
Transaction", is incorporated herein by reference.
Sterling has no alternative financing arrangements
or alternative financing plans if the primary
financing falls through.
(c) Expenses. The information set forth in the Proxy
Statement under the captions "SUMMARY TERM SHEET" and
"Background, Purpose, Structure and Effect of the Split
Transaction - Source of Funds and Amount of Funds", is
incorporated herein by reference.
(d) Borrowed Funds. None.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the
Proxy Statement under the caption "Information and
Security Ownership of Management and Certain Beneficial
Owners" is incorporated herein by reference.
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(b) Securities Transactions. Not Applicable.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement under
the captions "SUMMARY TERM SHEET" and "Background,
Purpose, Structure and Effect of the Split Transaction -
Purpose and Reasons for the Split Transaction" and "Vote
Required" is incorporated herein by reference.
(e) Recommendations of Others. The information set forth in
the Proxy Statement under the captions "SUMMARY TERM
SHEET", "Introduction" and "Recommendation of the Board
of Directors" is incorporated herein by reference.
Item 13. Financial Statements.
(a) Financial Information. The information set forth in the
Company's Annual Report on Form 10-K, for the fiscal year
ended July 31, 2004, under the caption "Item 7 -
Financial Statements", and Quarterly Report on Form 10-Q,
for the fiscal quarter ended April 30, 2004 under the
caption "Item 1 - Financial Statements" is incorporated
herein by reference. The information set forth in the
Proxy Statement under the captions "Background, Purpose,
Structure and Effect of the Split Transaction - Factors
Considered by the Board" and "AVAILABLE INFORMATION" is
incorporated herein by reference.
(b) Pro Forma Information. The information set forth in the
Proxy Statement under the caption "Background, Purpose,
Structure and Effect of the Split Transaction - Effect of
the Split Transaction on Affiliates" in incorporated
herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a)-(b) Solicitations or Recommendations; Employees and
Corporate Assets. The information set forth in the
Proxy Statement under the captions "INTRODUCTION",
"SUMMARY TERM SHEET", "Background, Purpose,
Structure and Effect of the Split Transaction -
Factors Considered by the Board", "Source of Funds
and Amount of Funds" and "Opinion of Independent
Financial Advisor" is incorporated herein by
reference.
Item 15. Additional Information.
(b) Other Material Information. The information set forth on
the Proxy Statement and appendices thereto is
incorporated herein by reference.
Item 16. Exhibits.
Exhibit Number Description
(a) Preliminary Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on November ____, 2004
9
(incorporated herein by reference).
(b) Not applicable.
(c) Fairness Opinion of Chaffe & Associates, Inc., dated
_________, 2004 (incorporated herein by reference to Annex B
to the Proxy Statement).
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry, and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: __________, 2004
STERLING SUGARS, INC.
BY:__________________________
Craig P. Caillier, President
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