UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No.2)
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)
M.A. Patout & Son, Ltd.
Peter V. Guarisco
Robert B. Patout
Frank William Patout
William S. Patout, III
(Names of Persons Filing Statement, if other than the Registrant)
Common Stock, $1.00 par value
(Title of Class of Securities)
859604100
(CUSIP Number of Class of Securities)
Craig P. Caillier
President and 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 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* $110.03**
* 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) 0.0288, 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 #6 for Fiscal Year 2005
issued by the U.S. Securities and Exchange Commission on December
9, 2004, under the Securities Exchange Act of 1934, by
multiplying the Transaction Value by 0.00011770.
[X] 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: $186.97
Form or Registration No.: 13E-3
Filing Party: Sterling Sugars, Inc.
Date Filed: November 8, 2004
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INTRODUCTION
This Amendment No. 2 amends, supplements, and restates both
the Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Schedule
13E-3") filed with the Securities and Exchange Commission on
November 8, 2004, as well as the Amendment No. 1 to that Schedule
13E-3 filed on February 9, 2005, 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 ___________ ____, 2005, where Stockholders will be
asked to approve the Split Transaction, elect Directors and
conduct any other business properly brought before the Annual
Meeting.
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 Amendment No. 2 will be amended to reflect any such
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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
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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
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" and "INFORMATION
CONCERNING MANAGEMENT - Security Ownership of Management" is
herein incorporated by reference):
Craig P. Callier - President and CEO.
Rivers Patout - Vice President and General Manager.
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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
M.A. Patout & Son, Ltd., is a filing person other than the
subject company. The business address of M.A. Patout & Son,
Ltd., is 3512 J Patout Burns Rd, Jeanrette, Louisiana, 70541, and
its business telephone number is (318) 276-7945. It is
affiliated with the subject company in that it owns approximately
63% of the voting stock of the subject company.
(b) Business and Background of Entities Other than
Company.
M.A. Patout & Son, Ltd., is a Louisiana-
organized corporation, and its principal business is the
operation of a factory which processes sugar cane into raw sugar.
To the knowledge of Sterling Sugars, Inc., during the last five
years, M.A. Patout & Son, Ltd. has neither been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor 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.
(c) Business and Background of Natural Persons.
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, including,
without limitation, the businesses and backgrounds of Peter V.
Guarisco, Robert B. Patout, Frank William Patout, and William S.
Patout, III, also incorporated herein by reference.
To the knowledge of Sterling Sugars, Inc., during the last
five years, none of the foregoing filing persons, directors or
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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) Material Terms.
(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 caption
"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
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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.
(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.
The information set forth in the Proxy
Statement under the caption "Certain Transactions" is
incorporated herein by reference. Except as otherwise provided
in the Proxy Statement, during the past two (2) years, there have
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been no transactions between any Filing Person and Sterling (or
any of its business-entity affiliates) with an aggregate value
exceeding one percent (1%) of Sterling's consolidated revenues
for either the fiscal year when the transaction occurred, or the
past portion of the current fiscal year for any transaction(s)
that occurred in the current year. Except as otherwise provided
in the Proxy Statement, during the past two (2) years, there have
been no transactions between any Filing Person and any executive
officer, director, or affiliate of Sterling that is a natural
person with an aggregate value exceeding sixty-thousand dollars
($60,000).
(b) Significant Corporate Events.
The information set forth in the Proxy
Statement under the caption "Certain Transactions" is
incorporated herein by reference. Except as otherwise provided
in the Proxy Statement, during the past two (2) years, there have
been no negotiations, transactions or material contacts between
any Filing Person (or any of subsidiary, executive officer,
director, or controlling person of such Filing Person) and
Sterling concerning any merger, consolidation, acquisition,
tender offer for or other acquisition of any class of Sterling's
securities, election of Sterling's directors, or sale or other
transfer of a material amount of assets of Sterling.
(c) Negotiations or Contacts.
The information set forth in the Proxy
Statement under the caption "Certain Transactions" is
incorporated herein by reference. Except as otherwise provided
in the Proxy Statement, during the past two (2) years, there have
been no negotiations or material contacts concerning any matter
referred to in Paragraph III above between:
A. Any affiliates of Sterling; or
B. Sterling (or any of its affiliates) and any person not
affiliated with Sterling who would have a direct interest
in such matters
(e) Agreements Involving the Subject Company's Securities.
The information set forth in the Proxy
Statement under the caption "Certain Transactions" is
incorporated herein by reference. Except as otherwise provided
in the Proxy Statement, there are no agreements, arrangements, or
understandings, whether or not legally binding, between any
Filing Person (or any of subsidiary, executive officer, director,
or controlling person of such Filing Person) and any other person
with respect to any securities of Sterling. This includes no
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transfers or voting of securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees
against loss, or the giving or withholding of proxies, consents
or authorizations.
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 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", "Background, Purpose,
Structure and Effect of the Split Transaction - Structure of 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.
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(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
Patout", "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
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.
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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 November 5, 2004, as well
as the land and mineral appraisals prepared by Logan
Babin Real Estate and Collarini & Associates, Inc.,
respectively, and the sugarcane crop appraisal prepared
Calvin Viator, Ph.D. and Associates, L.L.C., 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
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.
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(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.
(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.
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(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" and
"SUMMARY FINANICAL INFORMATION - Summary Historical and Pro Forma
Financial Information" is 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 Description
"A" Preliminary Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on November 23,
2004 (incorporated herein by reference).
"B" Not applicable.
"C" Fairness Opinion of Chaffe & Associates, Inc., dated
November 23, 2004 (incorporated herein by reference to
Annex B to the Proxy Statement).
"D" Not applicable.
"E" Not applicable.
"F" Not applicable.
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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
M.A. PATOUT & SON, LTD.
BY:__________________________
ITS:_________________________
_____________________________
Peter V. Guarisco
_____________________________
Robert B. Patout
_____________________________
Frank William Patout
_____________________________
William S. Patout, III
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