0001399533-12-000004.txt : 20120606 0001399533-12-000004.hdr.sgml : 20120606 20120606145435 ACCESSION NUMBER: 0001399533-12-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120606 DATE AS OF CHANGE: 20120606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL SUGAR CO /NEW/ CENTRAL INDEX KEY: 0000831327 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 740704500 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39663 FILM NUMBER: 12891758 BUSINESS ADDRESS: STREET 1: 8016 HIGHWAY 90-A STREET 2: PO BOX 9 CITY: SUGARLAND STATE: TX ZIP: 77487-0009 BUSINESS PHONE: 2814919181 MAIL ADDRESS: STREET 1: 8016 HIGHWAY 90-A STREET 2: PO BOX 9 CITY: SUGARLAND STATE: TX ZIP: 77487-0009 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL HOLLY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL SUGAR CO /TX/ DATE OF NAME CHANGE: 19880606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rhone Trustees (Bahamas) Ltd CENTRAL INDEX KEY: 0001399533 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BAYSIDE EXECUTIVE PARK, BUILDING NO. 1 STREET 2: WEST BAY STREET AND BLAKE ROAD CITY: NASSAU STATE: C5 ZIP: 0000000000 BUSINESS PHONE: 1-242-702-4054 MAIL ADDRESS: STREET 1: BAYSIDE EXECUTIVE PARK, BUILDING NO. 1 STREET 2: WEST BAY STREET AND BLAKE ROAD CITY: NASSAU STATE: C5 ZIP: 0000000000 FORMER COMPANY: FORMER CONFORMED NAME: PICTET OVERSEAS TRUST CORP LTD DATE OF NAME CHANGE: 20070515 SC 13D/A 1 imp13da.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Imperial Sugar (Name of Issuer) Common Stock (Title of Class of Securities) 453096208 (CUSIP Number) Katrina Montgomery/Mark Richford C/o Rhone Trustees (Bahamas) Ltd Bayside Executive Park, Building No.1, Blake Road & West Bay Street, P.O.Box N-4837, Nassau, Bahamas +1 242 702 4054 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 2012 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report The acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person?s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.453096208 Page 2 of 5 Pages 1 NAME OF REPORTING PERSON GRASVENOR LIMITED 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ?? (b) ?? 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)or 2(e)?? 6 CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 546,495 8 SHARED VOTING POWER 0 9 SOLE DIPOSITIVE POWER 546,495 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4.47% 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ?? 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.47% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 453096208 Page 3 of 5 Pages 1 NAME OF REPORTING PERSON GRASVENOR LIMITED 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ?? (b) ?? 3 SEC USE ONLY 4 SOURCE OF FUNDS BK 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) Or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 546,495 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 546,495 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4.47% 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.47% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Item 1. Security and the Issuer This Schedule 13D relates to the shares of Common Stock of Imperial Sugar (the Issuer). Unless the context otherwise requires, references herein to the Common Stock are to such Common Stock of the Issuer. The principal executive offices of the Issuer are located at One Imperial Square, P.O. Box 9, Sugar Land, Texas 77487, (281) 491-9181 Item 2. Identity and Background (a)This Schedule 13D is being filed by Grasvenor Limited, a Bahamas International Business Company. (b)The principal business address of the company is Bayside Executive Park,Building No.1, Blake Road & West Bay Street, P.O. Box SP 63131, Nassau, Bahamas. (c)The principal business of the company is to serve as vehicle for investments in the equity capital market. Tia River Corp. and Mehi River Corp. are Directors of the company. Mark Richford and Katrina Montgomery are directors of both Tia River Corp. and Mehi River Corp. (d)-(e)During the last five years,none of the Reporting Persons (i)has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)or (ii)has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to,federal or state securities laws or finding any violation with respect to such laws. (f)Mr. Mark Richford is a citizen of The United Kingdom and Mrs. Katrina Montgomery is a citizen of Commonwealth of The Bahamas. Item 3. Source and Amount of Funds or Other Consideration. The company originally expended an aggregate of approximately $3,904,892 of their own investment capital in open market transactions to acquire 646,495 shares of Common Stock. Item 4. Purpose of Transaction. The company acquired their shares of Common Stock subject to this Schedule 13D for investment purposes. Item 5. Interest in Securities of the Issuer. (a)As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 546,495 shares of Common Stock. The Shares represent 4.47% of the Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 12,223,978 shares of Common Stock issued and outstanding as of September 30, 2011, as reported in the 10-K filed by the Issuer with the Securities and Exchange Commission on January 5, 2012. (b)Each of the Reporting Persons shares voting and dispositive power over The shares of Common Stock held directly by the company. (c)Set forth on Schedule I hereto are all transactions in the Common Stock effected during the past sixty days prior to the disclosure requirement by the Reporting Persons. (d)Other than the company that directly hold shares of Common Stock, and except as set forth in this Item 5, no other person is known to have the right to receive,or the power to direct the receipt of,dividends from or proceeds from the sale , of the Shares. (e)Not applicable. Item 6. Contracts, Arrangements,Understandings or Relationships with Respect to Securities of the issuer. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer. Item 7. Material to be filed with Exhibits. None. SCHEDULE I This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person during the past sixty days prior to the filing requirement. Unless otherwise indicated, all transactions were effectuated in the open market through a broker. Trade Date Shares Sold Price PER sHARE 22 MAY,2012 36,000 6.38107 22 MAY,2012 64,000 6.38758