UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(AMENDMENT NO.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)
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.
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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: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
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. 3 amends and supplements 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, and the Amendment No. 2 filed on
May 31, 2005 (the "PREVIOUS FILINGS"), 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. This
Amendment No. 3 is a final amendment reporting the results of the transaction.
RESULTS OF THE TRANSACTION
At its Annual Meeting on June 30, 2005, after due and proper notice and
disclosure of information as required by the Securities and Exchange Commission
(the "SEC"), applicable law and the Company's governance documents, the Company
submitted to its shareholders 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) were considered as one proposal (the "SPLIT
TRANSACTION").
The Split Transaction was overwhelmingly approved by affirmative vote of
shareholders representing approximately 93% of Company's ownership,
significantly more than the majority approval required for such transactions.
Approximately 1.8% voted against the Split Transaction, and fewer than 1%
abstained. The total number of shares voted, in present and by proxy,
represented more than 95% of the Company's ownership.
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The following represents an approximate tabulation of the results of the
vote affirming the Split Transaction:
Total Shares Outstanding: 2,500,000
Total Shares Voted*: 2,380,364
Shares Voted in Favor: 2,335,658
Shares Voted Against: 43,915
Shares Voted to Abstain: 791
* In person or by proxy.
The Split Transaction was made final and effective as of July 1, 2005 by
the filing of an amendment to the Company's Articles of Incorporation, reducing
the number of the Company's outstanding shares from 2,500,000 shares to 1,250
shares, and as described herein above as well as in the Previous Filings and the
proxy materials.
All other information and disclosures provided in the Previous Filings
remain the same except as otherwise revised or amended herein.
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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: July 8, 2005
STERLING SUGARS, INC.
BY: /s/ Craig Caillier
----------------------------
Craig P. Caillier, President
M.A. PATOUT & SON, LTD.
BY: /s/ Craig Caillier
----------------------------
Craig P. Caillier, President
PETER V. GUARISCO
BY: /s/ Scott Tucker
----------------------------
Scott Tucker, P.O.A.
/s/ Robert B. Patout
----------------------------
Robert B. Patout
/s/ Frank Wm. Patout
----------------------------
Frank William Patout
/s/ William S. Patout, III
----------------------------
William S. Patout, III
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