-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9fftMZKZReBmf2I4DhX0eemvsVDtiFNbNtD2ckmOSyS1TLgAtgpir7nQy2P+Ac0 KOutk9Q737Plsl3GYW5hqg== 0000728618-04-000011.txt : 20040213 0000728618-04-000011.hdr.sgml : 20040213 20040213161235 ACCESSION NUMBER: 0000728618-04-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39663 FILM NUMBER: 04599255 BUSINESS ADDRESS: STREET 1: ONE IMPERIAL SQ STE 200 STREET 2: P O BOX 9 CITY: SUGAR LAND STATE: TX ZIP: 77487 BUSINESS PHONE: 2814919181 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: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13G/A 1 imperialsugar.txt IMPERIAL SUGAR 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Imperial Sugar Co. ________________________________________ (Name of Issuer) Common Stock ________________________________________ (Title of Class of Securities) 453096208 _________________________ (CUSIP Number) August 25, 2003 ________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of the 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 the disclosures provided in a prior cover page. The information required in 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MetLife, Inc. (I.R.S. NO. 13-4075851) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON HC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Metropolitan Life Insurance Company (I.R.S. NO. 13-5581829) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A New York corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON IC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Metropolitan Property and Casualty Company (I.R.S. NO. 13-2725441) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Rhode Island corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON IC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MetLife Investors Group, Inc. (I.R.S. NO. 99-3947587) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON HC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MetLife Investors USA Insurance Company* (I.R.S. NO. 54-0696644) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON IC * As part of the MetLife, Inc. corporate structure, this entity is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares being reported is the total number of shares ultimately owned by MetLife, Inc. 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Metropolitan Insurance and Annuity Company (I.R.S. NO. 13-2876440) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12. TYPE OF REPORTING PERSON IC Item 1 (a). Name of Issuer Imperial Sugar Co. (b). Address of Issuer's Principal Executive Offices: One Imperial Square, Suite 200 8016 Highway 90-A Sugar Land, TX 77487 Item 2 (a). Name of Person(s) Filing MetLife, Inc. ("METLIFE") By: Gwenn L. Carr, Vice-President and Secretary Metropolitan Life Insurance Company ("MLIC") By: James A. Granese, Assistant Vice-President Metropolitan Property and Casualty Company ("Met P & C") By: Robert W. Harvey, Vice-President MetLife Investors Group, Inc. ("MLIG") By: Michael K. Farrell, President MetLife Investors USA Insurance Company ("MLI USA") By: Joseph J. Massimo, Assistant Vice-President Metropolitan Insurance and Annuity Company ("MIAC") By: Joseph J. Massimo, Controller This statement is being filed jointly by the above-listed parties due to the following corporate structure: METLIFE owns all of the outstanding capital stock of MLIC, MLIG, MIAC and Met P&C (on October 1, 2003, MLIC sold all the outstanding capital stock of Met P&C to METLIFE). MLIG owns all of the outstanding capital stock of MLI USA. (b). Address of Principal Business Office For: METLIFE, MLIC and MIAC One Madison Avenue New York, New York 10010-3690 For: Met P & C 700 Quaker Lane Warwick, RI 02887-0350 For: MLIG and MLI USA 22 Corporate Plaza Newport Beach, CA 92660 (c). Citizenship METLIFE, MLIG, MLI USA and MIAC are Delaware corporations MLIC is a New York corporation Met P & C is a Rhode Island corporation (d). Title of Class of Securities Common Stock (e). CUSIP Number 453096208 Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [X] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);* (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in Accordance with section 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G);* (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (I) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or (j) [ ] Group, in accordance with section 240.13d-1(b)(1) (ii)(J). * See Item 7 Item 4. Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.** (a) Amount Beneficially Owned: METLIFE -0- MLIC -0- Met P & C -0- MLIG -0- MLI USA -0- MIAC -0- (b) Percent of Class: METLIFE 0% MLIC 0% MET P & C 0% MLIG 0% MLI USA 0% MIAC 0% (c) Number of shares as to which such person has (i) sole power to vote or to direct the vote: METLIFE -0- MLIC -0- MET P & C -0- MLIG -0- MLI USA -0- MIAC -0- (ii) shared power to vote or to direct the vote: METLIFE -0- MLIC -0- Met P & C -0- MLIG -0- MLI USA -0- MIAC -0- (iii) sole power to dispose or to direct the disposition of: METLIFE -0- MLIC -0- MET P & C -0- MLIG -0- MLI USA -0- MIAC -0- (iv) shared power to dispose or to direct the disposition of: METLIFE -0- MLIC -0- Met P & -0- MLIG -0- MLI USA -0- MIAC -0- By virtue of the relationships described in Item 2(a), METLIFE may be deemed to beneficially own all of the shares of Common Stock beneficially owned by MLIC, MLIG, Met P&C and MIAC. By virtue of the relationships described in Item 2(a), METLIFE and MLIG may be deemed to beneficially own all of the shares of Common Stock deemed beneficially owned by MLI USA. The filing of this statement by METLIFE, MLIC, Met P & C, MLIG, MLI USA or MIAC shall not be construed as an admission that any of METLIFE, MLIC, Met P & C, MLIG, MLI USA or MIAC is, for the purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), the beneficial owner of any securities covered by this statement. ** MLI USA is part of the MetLife, Inc. corporate structure and is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares and percentage owned being reported for this entity is the total number of shares ultimately owned by MetLife, Inc. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (NOT APPLICABLE.) Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:(See Exhibit A) Item 8. Identification and Classification of Members of the Group: (NOT APPLICABLE.) Item 9. Notice of Dissolution of Group: (NOT APPLICABLE.) Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and were held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. Date: February 12, 2004 MetLife, Inc. By: /S/ Gwenn L. Carr Title: Vice-President and Secretary Metropolitan Life Insurance Company By: /S/ James A. Granese Title: Assistant Vice-President Metropolitan Property and Casualty Company By: /S/ Robert W. Harvey Title: Vice-President MetLife Investors Group, Inc. By: /S/ Michael K. Farrell Title: President MetLife Investors USA Insurance Company By: /S/ Joseph J. Massimo Title: Assistant Vice-President Metropolitan Insurance and Annuity Company By: /S/ Joseph J. Massimo Title: Controller Exhibit Index Exhibit A: Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent's Holding Company Exhibit B: Joint Filing Agreement under Rule 13d-1(k)(1) Exhibit A: Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent's Holding Company MetLife, Inc. is a parent holding company that is filing this statement pursuant to Rule 13d-1(b)(1)(ii)(G). On April 7, 2000, Metropolitan Life Insurance Company ("MLIC"), the relevant subsidiary, became a wholly-owned subsidiary of MetLife, Inc. MLIC is an insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). Exhibit B: Joint Filing Agreement under Rule 13d-1(k)(1) In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Imperial Sugar Co., and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned hereby execute this Agreement this 12th day of February, 2004. MetLife, Inc. By: /S/ Gwenn L. Carr Title: Vice President and Secretary Metropolitan Life Insurance Company By: /S/ James A. Granese Title: Assistant Vice-President Metropolitan Property and Casualty Company By: /S/ Robert W. Harvey Title: Vice-President MetLife Investors Group, Inc. By: /S/ Michael K. Farrell Title: President MetLife Investors USA Insurance Company By: /S/ Joseph J. Massimo Title: Assistant Vice-President Metropolitan Insurance and Annuity Company By: /S/ Joseph J. Massimo Title: Controller SCHEDULE 13G CUSIP No. 453096208 SCHEDULE 13G CUSIP No. 453096208 -----END PRIVACY-ENHANCED MESSAGE-----