UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of ~~The~~1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): June 20, 2012

~~Date~~IMPERIAL ofSUGAR ~~Report (Date of earliest event reported): May 1, 2012~~COMPANY

~~Imperial~~(Exact ~~Sugar~~Name ~~Company~~of Registrant as Specified in its Charter)

Texas (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~Incorporation) as000-16674 ~~specified~~(Commission inFile ~~its~~Number) ~~charter~~74-0704500 (I.R.S. Employer Identification Number)

Texas	000-16674	74-0704500
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
ONE IMPERIAL SQUARE P. O. BOX 9 SUGAR LAND, TEXAS		77487
(Address of principal executive offices)		(Zip Code)

ONE IMPERIAL SQUARE

P. O. BOX 9

SUGAR LAND, TEXAS

(Address of principal executive offices)

77487

(Zip Code)

(281) 491-9181 (Registrant’s telephone number, including area code:) Not Applicable (~~281)~~Former ~~491-9181~~name or former address, if changed since last report)

N/Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~name~~CFR or230.425) ~~former~~o ~~address,~~Soliciting ifmaterial ~~changed~~pursuant ~~since~~to ~~last~~Rule ~~report~~14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Check~~Item1.01. ~~the~~Entry ~~appropriate~~into ~~box~~a ~~below~~Material ifDefinitive ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~Agreement.~~2. below):~~

¨On ~~Written~~June ~~communications~~20, ~~pursuant~~2012, toin ~~Rule~~connection ~~425~~with ~~under~~ the ~~Securities~~closing ~~Act~~of the Offer (17as ~~CFR~~defined ~~230.425~~below), ¨the ~~Soliciting~~amount ~~material~~of ~~pursuant~~borrowings tooutstanding ~~Rule 14a-12~~ under the ~~Exchange~~Second ~~Act~~Amended and Restated Loan and Security Agreement, dated as of May 18, 2011, among Imperial Sugar Company, a Texas corporation (17the ~~CFR~~“Company”), ~~240~~and certain of its subsidiaries as Borrowers or as Guarantors, certain financial institutions as Lenders and Bank of America, N.~~14a-12)~~A., ¨as ~~Pre-commencement~~agent ~~communications~~(previously ~~pursuant~~filed as Exhibit 10.1 to ~~Rule~~the ~~14d~~Company’s Current Report on Form 8-~~2(b~~K dated May 23, 2011 and incorporated herein by reference), ~~under~~as amended by the ~~Exchange~~First ~~Act~~Amendment to Second Amended and Restated Loan and Security Agreement, dated as of December 29, 2011 (17previously ~~CFR~~filed ~~240.14d-2~~as Exhibit 10(bd)(2) ¨to ~~Pre-commencement~~the ~~communications~~Company’s ~~pursuant~~Annual toReport ~~Rule~~on ~~13e~~Form 10-~~4(c)~~K ~~under~~for the ~~Exchange~~fiscal ~~Act~~year ~~(17~~ended ~~CFR~~September ~~240.13e-4~~30, 2011 and incorporated herein by reference) (cas amended, the “Credit Facility”)) were repaid and the Credit Facility was terminated.

~~Item~~To ~~1.01.~~provide ~~Entry~~funds for the repayment of the outstanding borrowings under the Credit Facility and to replace that facility, the Company entered into a ~~Material~~Promissory ~~Definitive~~Note and Credit Agreement with Louis Dreyfus Commodities LLC (“LDC”), dated as of June 20, 2012 (the “LDC Agreement”). The LDC Agreement provides for unsecured revolving credit loans up to $100 million, for working capital and general business needs. Advances under the LDC Agreement are due on demand, with interest payable quarterly at LIBOR plus 2.0%. The LDC Agreement contains no covenants, includes customary events of default, and obligates LDC to advance funds absent an event having a material adverse effect on the Company.

Prior to the execution of the LDC Agreement, the Merger Agreement (as defined below) and the consummation of the Offer (as defined below), LD Commodities Sugar Holdings LLC, a Delaware limited liability company (“Parent”) and certain of its affiliates have been suppliers of raw sugar to the Company and certain of its subsidiaries. All of the limited liability company interests in Parent are owned, directly or indirectly, by LDC. Upon the consummation of the Merger (as defined below), the Company became a subsidiary of Parent.

OnItem ~~May~~ 1, 2012, Imperial Sugar Company, a Texas corporation (the “Company”), LD Commodities Sugar Holdings LLC, a Delaware limited liability company (“Parent”), and Louis Dreyfus Commodities Subsidiary Inc.,02. aTermination ~~Texas corporation and a wholly-owned subsidiary~~ of ~~Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will commence~~ a ~~tender~~Material ~~offer~~Definitive (the “Tender Offer”) to purchase all of the Company’s issued and outstanding shares of common stock, no par value per share (the “Common Shares”), including any associated right to purchase capital stock pursuant to the Rights Agreement ~~(hereinafter defined), at a price of $6~~.35 per share payable net to the seller in cash, without interest (the “Offer Price”), and subject to deduction for applicable withholding taxes. The Merger Agreement also contemplates that, following completion of the Tender Offer and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), all remaining outstanding Common Shares not tendered in the Tender Offer (other than Common Shares owned by Parent, Merger Sub, the Company and any Common Shares held by stockholders who have properly perfected their statutory rights of appraisal pursuant to the applicable provisions of Subchapter H of Chapter 21 of the Texas Business Organizations Code), will be cancelled and converted into the right to receive the Offer Price.

~~Prior~~As tonoted ~~the~~in ~~execution~~Item 1.01 of this ~~Agreement~~Current Report on Form 8-K (this “Current Report”) above, ~~Parent~~on orJune ~~its~~20, ~~affiliates~~2012, ~~have~~all ~~been~~outstanding ~~suppliers~~borrowings ofunder ~~raw~~the ~~sugar~~Credit toFacility were repaid and the ~~Company~~Credit orFacility ~~its~~was ~~subsidiaries~~terminated. The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 1.02.

~~Pursuant~~Item to3.01. ~~the~~Notice ~~Merger Agreement, and in accordance with the Company’s outstanding stock unit awards, Common Shares shall be issuable in settlement~~ of ~~all~~Delisting ~~stock~~or ~~unit~~Failure ~~awards~~to ~~within~~Satisfy 5a ~~days~~Continued ~~following~~Listing ~~the~~Rule ~~Merger~~or ~~Sub~~Standard; ~~accepting,~~Transfer ~~for the first time, for payment Common Shares in the Tender Offer (the “Acceptance Time”) and all Common Shares issued in settlement~~ of such stock unit awards that are not otherwise tendered in any subsequent offering period shall be treated the same as Common Shares and be cancelled and converted into the right to receive the Offer Price as of the Effective TimeListing.

~~Common~~On ~~Shares~~June ~~subject~~21, to2012, ~~vesting~~the ~~requirements~~Company notified the NASDAQ Global Market (“~~Restricted Shares~~NASDAQ”) ~~will~~of bethe ~~eligible~~consummation ~~for~~of ~~tender into~~ the ~~Tender~~ Offer and, ~~whether~~the orexpected ~~not~~completion ~~tendered,~~of ~~will~~the ~~become~~Merger ~~fully~~and ~~vested~~requested ~~upon~~that ~~the~~trading ~~Acceptance~~of ~~Time.~~the ~~Each~~Common ~~Restricted~~Shares ~~Share~~(as ~~tendered~~defined ~~will,~~below) toon ~~the~~NASDAQ ~~extent~~be ~~not~~suspended. As ~~withheld~~a toresult ~~satisfy~~of ~~tax~~the ~~withholding~~consummation ~~obligations,~~of bethe ~~treated~~Offer and the ~~same~~effectiveness asof ~~other~~the ~~Common~~Merger, ~~Shares~~the ~~properly~~Company ~~tendered~~no ~~and~~longer ~~holders~~meets ~~will~~the ~~receive~~numerical ~~the~~listing ~~Offer~~requirements ~~Price~~of ~~(provided~~NASDAQ. The ~~that~~Company ~~payment~~also ofrequested ~~the~~that ~~Offer~~NASDAQ ~~Price~~file ~~for~~with ~~Restricted~~the ~~Shares~~U.S. ~~will~~Securities beand ~~transmitted~~Exchange ~~through~~Commission (the ~~Company’s~~“SEC”) ~~payroll~~a ~~system,~~Notification ~~subject~~of toRemoval ~~applicable~~from ~~income~~Listing and/or ~~employment~~Registration ~~withholding~~under ~~rather~~Section 12(b) ~~than~~of ~~directly~~the ~~from~~Securities ~~the~~Exchange ~~paying~~Act ~~agent~~of in1934, as amended (the ~~Tender~~“Exchange ~~Offer~~Act”)., ~~Restricted~~on ~~Shares~~Form ~~not~~25 ~~tendered~~to ~~into~~delist and deregister the ~~Tender~~Common ~~Offer~~Shares. The ~~will~~Company ~~become~~intends ~~regular,~~to ~~fully~~file ~~vested~~with ~~Common~~the ~~Shares~~SEC ata ~~the~~certification ~~Acceptance~~on ~~Time,~~Form ~~and,~~15 atunder the ~~Effective~~Exchange ~~Time~~Act, ~~will~~requesting bethe ~~cancelled~~deregistration ~~and~~of ~~converted~~the ~~into~~Common ~~the~~Shares ~~right~~and tothe ~~receive~~suspension of the ~~same~~Company’s ~~price~~reporting ~~per~~obligations ~~share~~under asSection 13 of the ~~Offer~~Exchange ~~Price~~Act.

~~The~~Item ~~Tender Offer is made only for Common Shares and is not made for any options to purchase Common Shares or stock unit grants~~3.02. ~~However,~~Unregistered ~~Common~~Sales ~~Shares received upon exercise~~ of ~~vested~~Equity Options and Restricted Shares prior to the expiration of the Tender Offer may be tendered in the Tender Offer. All Options that are outstanding are already fully vested and each Option that remains outstanding at the Effective Time will be cancelled and converted into the right to receive the Offer Price less the applicable per share exercise price (other than Options with a per share exercise price that is greater than the Offer Price which will be cancelled for no consideration).Securities

~~The~~On ~~obligation~~June 20, of2012, ~~Merger~~following ~~Sub to accept for payment and pay for all Common Shares validly tendered and not validly withdrawn pursuant to~~ the ~~Tender~~consummation ~~Offer is subject to the satisfaction or waiver~~ of ~~a number of other customary closing conditions as set forth in~~ the ~~Merger Agreement~~Offer, ~~including~~Merger ~~the~~Sub ~~condition that the number of Common Shares validly tendered and not validly withdrawn represents at least sixty-six and two-thirds percent~~ (66as ~~2/3%)~~defined ~~of the total number of Common Shares outstanding on a fully-diluted basis on the date of purchase (the “Minimum Condition”~~below)~~. In~~ ~~addition~~exercised toits ~~the~~option ~~Minimum~~pursuant ~~Condition, consummation of the Tender Offer is also subject~~ to ~~various other conditions, including (i)~~Section ~~the~~1.4 ~~absence~~ of ~~certain legal restraints to consummate~~ the ~~transactions contemplated by the~~ Merger Agreement, (~~ii)~~ the ~~absence~~“Top-Up ~~of certain material adverse effects and (iii~~Option”) ~~certain~~ ~~other customary conditions. The closing of the Merger is subject~~ to ~~certain~~purchase ~~conditions~~directly ~~specified~~from in the ~~Merger Agreement, including approval of the Merger by the Company’s stockholders, if required by applicable law.~~

The Company has also granted to Parent and Merger Sub an irrevocable option, which Parent or Merger Sub will, in certain circumstances, be required to exercise after completion of the Tender Offer, to purchase a number of newly-issued Common Shares at the Offer Price which, when added to the Common Shares already owned by Parent and Merger Sub following completion of the Tender Offer, will constitute more than 90% of the Common Shares then outstanding entitled to vote on the Merger on a fully diluted basis (the “top-up option”).

~~The~~Company, ~~Merger~~at ~~Agreement~~the ~~contains~~Offer ~~certain~~Price ~~termination~~(as ~~rights~~defined bybelow), ~~the~~a ~~Company~~number ~~and~~of ~~Parent~~newly ~~including,~~issued ~~with~~shares ~~respect~~of toCommon Shares (the ~~Company,~~“Top-Up inShares”) ~~the~~equal ~~event~~to ~~that~~ the ~~Company~~lesser ~~determines~~of to(i) the ~~enter~~number ~~into~~of anCommon ~~agreement~~Shares ~~with~~that, ~~respect~~when added to athe ~~superior~~number ~~proposal~~of ~~(as~~Common ~~defined~~Shares inowned ~~the~~by ~~Merger~~Parent ~~Agreement). In~~and ~~connection~~its ~~with~~subsidiaries at the ~~termination~~time of ~~the~~exercise ~~Merger~~of ~~Agreement~~the ~~under~~Top-Up ~~specified circumstances~~Option, ~~including~~constitutes ~~with~~one ~~respect~~Common toShare ~~the~~more ~~acceptance~~than 90% of athe ~~superior~~total ~~proposal~~number byof ~~the~~Common ~~Company,~~Shares ~~the~~that ~~Company~~would ~~may~~ be ~~required~~outstanding toimmediately ~~pay~~after ~~Parent~~the aissuance ~~termination~~of ~~fee~~all ~~equal~~Common toShares ~~$3,500,000,~~subject ~~plus~~to ~~reimbursement~~the ofTop-Up ~~Parent~~Option ~~expenses~~on ofa upfully todiluted ~~$1,500,000. In~~basis or (ii) the ~~case~~aggregate number of ~~specified~~Common ~~terminations,~~Shares that the Company ~~may~~is beauthorized ~~required~~to ~~only~~issue tounder ~~reimburse~~its ~~Parent~~certificate ~~for~~of ~~its~~incorporation ~~expenses~~but upthat toare ~~$1,500,000~~not (issued and ~~such~~outstanding ~~reimbursement~~(and ~~will~~are benot ~~credited~~subscribed ~~against~~for ~~any~~or ~~future~~otherwise ~~obligation~~committed to ~~pay~~be issued) at the ~~termination~~time ~~fee~~of ~~and~~exercise ~~expense~~of ~~reimbursement)~~the Top-Up Option.

~~The~~Accordingly, ~~Merger~~the ~~Agreement~~Company ~~includes~~issued ~~detailed representations~~28,172,741 ~~warranties~~Top-Up ~~and~~Shares ~~covenants~~to ofMerger ~~the Company~~Sub, ~~Parent~~at ~~and~~a ~~Merger~~price ~~Sub.~~per ~~Until~~Share ~~the~~of ~~earlier~~$6.35. The aggregate consideration of $178,896,905.35 for the ~~termination~~Top-Up ofShares ~~the~~was ~~Merger~~provided ~~Agreement~~(i) in ~~and~~part ~~the~~by ~~Effective~~LDC, ~~Time~~paid in cash, ~~the~~in ~~Company~~an ~~has~~amount ~~agreed~~of tono ~~operate~~less ~~its~~than ~~business~~$0.01 ~~and~~per ~~the~~share, ~~business~~equal ofto ~~its~~$281,727.41, ~~subsidiaries~~and (ii) in ~~the~~part ~~ordinary~~by ~~course~~a ofpromissory ~~business~~note ~~consistent~~from ~~with~~Merger ~~past~~Sub ~~practices~~ and ~~has~~Parent ~~agreed~~payable to ~~certain~~the ~~other~~Company ~~negative~~in ~~operating~~the ~~covenants~~amount equal to $178,615,177.94, which matures on June 20, 2013.

The ~~Company~~Top-Up ~~has~~Shares ~~also~~were ~~agreed~~issued ~~not~~in toreliance ~~solicit,~~upon ~~initiate,~~an ~~knowingly~~exemption ~~facilitate~~from orregistration ~~knowingly~~pursuant ~~encourage~~to ~~any~~Section 4(2) ~~third~~under ~~party acquisition proposals for~~ the ~~Company~~Securities ~~and~~Act ~~will not permit its Subsidiaries or any~~ of ~~their respective representatives to do so~~1933, ~~and~~as ~~has agreed to restrictions on its~~amended, ~~its~~as ~~subsidiaries’~~a ~~and~~transaction ~~their~~by ~~respective~~an ~~representatives’~~issuer ~~ability~~not toinvolving ~~respond~~a topublic ~~any such proposals, as more fully described in the Merger Agreement~~offering.

~~Concurrently~~Item with the entry into the Merger Agreement, Parent, Merger Sub and certain officers of the Company holding, beneficially or of record, approximately 385,617 Common Shares in the aggregate, this being approximately 3%.03. ofMaterial ~~all~~Modification Common Shares presently issued and outstanding, entered into Tender and Voting Agreements, each dated as of May 1, 2012 (the “Tender and Voting Agreements”), solely in their capacities as stockholders of the Company, pursuant to ~~which~~Rights ~~such officers have agreed, among other things, to tender their Common Shares pursuant to the Offer and vote their Common Shares in favor~~ of ~~the~~Security Merger and against any alternative acquisition proposal, all on the terms and subject to the conditions set forth in the Tender and Voting Agreements. Each Tender and Voting Agreement will terminate if the Merger Agreement is also terminated.Holders

InUpon ~~connection with~~ the ~~execution~~effective time of the Merger ~~Agreement, Louis Dreyfus Commodities LLC,~~ (the ~~parent~~“Effective ~~company of Parent~~Time”), ~~and~~ the ~~Company,~~Rights ~~entered~~(as ~~into~~defined abelow) ~~Guarantee~~expired in ~~favor~~accordance ~~of the Company~~ with ~~respect~~their toterms ~~Parent’s~~without ~~and~~any ~~Merger~~payment ~~Sub’s~~in ~~obligations~~respect ~~under the Merger Agreement~~thereof.

~~The~~At ~~foregoing~~the ~~description~~Effective Time of the Merger, ~~Agreement~~each ~~and~~outstanding ~~Guarantee~~Common ~~does~~Share ~~not~~(other ~~purport~~than toCommon beShares ~~complete~~owned, ~~and~~(i) by isParent, ~~qualified~~Merger inSub ~~its~~or ~~entirety~~the Company, or any direct or indirect wholly-owned subsidiary of the Company or any other subsidiary of Parent, or (ii) by ~~reference~~any toholders of Common Shares who properly perfect their appraisal rights under the Texas Business Organizations Code (the “TBOC”) in connection with the Merger) ~~Agreement~~was canceled and ~~Guarantee,~~converted ~~which~~into ~~are~~the ~~filed~~right asto ~~Exhibits 2.1~~receive the Offer Price without interest and 2subject to deduction for any applicable withholding taxes.2 At ~~hereto,~~the ~~respectively~~Effective Time, holders of Common Shares ceased to have any rights as holders of Common Shares (other than their right to receive the Offer Price) and ~~are~~accordingly ~~incorporated~~no ~~herein~~longer byhave ~~reference~~any interest in the Company’s future earnings or growth.

~~The~~Item ~~Merger Agreement has been provided solely to inform investors of its terms~~5. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate01. In ~~addition,~~Changes ~~such representations, warranties and covenants may have been qualified by certain disclosures not reflected~~ in ~~the~~Control ~~text~~ of the Merger Agreement, and may be subject to standards of materiality applicable to contracting parties that differ from what may be viewed as material by shareholders of, or other investors in, the CompanyRegistrant. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The assertions embodied in the representations and warranties of the Company are qualified by information contained in the confidential disclosure schedules that the Company delivered in connection with signing the Merger Agreement as well as by information contained in certain of the Company’s public filings. Information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

~~The~~As previously disclosed, the Company, ~~will~~Parent, ~~file~~and aLouis ~~solicitation/recommendation~~Dreyfus ~~statement~~Commodities ~~with~~Subsidiary ~~the~~Inc., ~~SEC~~a inTexas ~~connection~~corporation ~~with~~and ~~the~~a ~~Tender~~wholly-owned ~~Offer,~~subsidiary ~~and,~~of ifParent ~~required~~(“Merger Sub”), ~~will~~entered ~~file~~into aan ~~proxy~~Agreement ~~statement~~and orPlan ~~information~~of ~~statement~~Merger ~~with~~on ~~the~~May 1, ~~SEC~~2012 in(as ~~connection~~amended ~~with~~from ~~the~~time ~~Merger.~~to ~~Stockholders~~time, ~~are~~the ~~strongly~~“Merger ~~advised~~Agreement”), pursuant to ~~read~~which, ~~these~~among ~~documents~~other ifthings, ~~and~~Merger ~~when~~Sub ~~they~~commenced ~~become~~a ~~available~~tender ~~because~~offer ~~they~~(the ~~will~~“Offer”) ~~contain~~for ~~important~~all ~~information~~of ~~about~~ the ~~Tender~~Company’s ~~Offer~~issued and outstanding shares of common stock, without par value (the ~~proposed~~“Common ~~Merger.~~Shares”), ~~Stockholders~~including ~~will~~any beassociated ~~able~~right to ~~obtain~~purchase acapital ~~free~~stock ~~copy~~(the of“Rights”) pursuant to the ~~solicitation/recommendation~~Rights ~~statement~~Agreement by and among the ~~proxy~~Company ~~statement~~and orComputershare ~~information~~Shareowner ~~statement~~Services LLC, as ~~well~~rights asagent ~~other~~(the ~~filings~~“Rights ~~containing~~Agent”), ~~information~~dated ~~about~~as ~~the~~of ~~Company~~December 31, ~~the~~2002, ~~Tender~~as ~~Offer~~amended ~~and~~by ~~the~~Amendment ~~Merger,~~No. if1 ~~any~~thereto, ~~when~~dated ~~available,~~as ~~without~~of ~~charge~~October 10, at2008, ~~the~~and ~~SEC’s~~by ~~internet~~Amendment ~~site (http://www~~No.~~sec.gov).~~ In2 ~~addition~~thereto, ~~copies~~dated as of ~~the~~May ~~solicitation/recommendation~~1, ~~statement~~2012 (as amended, the ~~proxy~~“Rights ~~statement~~Agreement”), orat ~~information~~a ~~statement~~price ~~and~~of ~~other~~$6.35 ~~filings~~per ~~containing~~share ~~information~~net ~~about~~to the ~~Company~~seller in cash, ~~the~~without ~~Tender~~interest (the “Offer Price”), and ~~the~~subject ~~Merger~~to ~~may~~deduction befor ~~obtained,~~applicable ifwithholding taxes. The Offer was subject to the terms and ~~when~~conditions ~~available~~set forth in the Offer to Purchase, ~~without~~dated ~~charge~~May 11, by2012, ~~directing~~and athe ~~request~~applicable toletter ~~Imperial~~of ~~Sugar~~transmittal ~~Company,~~(either ~~Attention:~~the ~~Investor~~“Letter ~~Relations,~~of ~~One~~Transmittal ~~Imperial~~for ~~Square,~~Shares” ~~P.O.~~or ~~Box~~the 9,“Letter ~~Sugar~~Transmittal ~~Land,~~for ~~Texas~~Restricted ~~77487~~Shares,” ~~telephone:~~and ~~(281~~each a “Letter of Transmittal”), ~~491-9181~~each as amended, restated, supplemented or onotherwise ~~the~~modified ~~Company’s~~from ~~website~~time ~~(www~~to time.~~imperialsugar.com).~~

The Offer expired at 5:00 p.m., New York City time, on Tuesday June 19, 2012. According to the final report of the depositary for the Offer, Computershare, as of the expiration of the Offer, a total of 8,779,903 Common Shares were validly tendered and not validly withdrawn prior to the expiration of the offer, including 369,848 shares delivered pursuant to the guaranteed delivery procedures, representing approximately 70.38% of the Common Shares outstanding. The aggregate number of shares validly tendered and not properly withdrawn pursuant to the tender offer exceeds one share more than sixty-six and two-thirds percent (66 2/3%), or the “Minimum Condition,” and accordingly Merger Sub accepted for payment, and paid for Common Shares that were validly tendered and not validly withdrawn for payment pursuant to the terms of the Offer.

~~Rights~~On ~~Agreement~~June ~~Amendment~~21, 2012, following exercise of the Top-Up Option, Parent completed its acquisition of the Company through the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation in the merger and becoming an indirect wholly-owned subsidiary of Parent (the “Merger”), in accordance with the short-form merger provisions of the TBOC. The Merger became effective on June 21, 2012, upon the filing by Merger Sub of a certificate of merger with the Secretary of State of the State of Texas.

~~Pursuant~~The tototal ~~the~~cost ~~terms~~to ofacquire ~~the~~all ~~Merger~~outstanding ~~Agreement,~~Common ~~the~~Shares ~~Company~~pursuant ~~was required~~ to ~~adopt~~the anOffer ~~amendment~~and to the ~~Company’s~~Merger ~~stockholder~~was ~~rights~~approximately ~~plan~~$80 million. OnThe ~~May~~source 1,of ~~2012,~~ the ~~Company~~funds ~~entered~~for ~~into~~ the ~~Second~~acquisition ~~Amendment~~of to the ~~Rights~~Company ~~Agreement~~was ~~(the~~provided ~~“Rights~~by ~~Agreement~~LDC, ~~Amendment”)~~Merger ~~with~~Sub’s ~~Computershare~~indirect ~~Shareowner~~parent ~~Services LLC~~company, aswhich ~~rights~~provided ~~agent~~Parent ~~(the~~and ~~“Rights~~Merger ~~Agent”),~~Sub ~~which~~with ~~amended~~sufficient ~~the~~funds ~~terms~~to ofpurchase ~~the~~all ~~Company’s~~Common ~~Rights~~Shares ~~Agreement,~~validly ~~dated~~tendered asin ofthe ~~December 31,~~Offer ~~2002,~~and ~~between~~has ~~the~~provided ~~Company~~funding ~~and~~for the ~~Rights~~acquisition ~~Agent,~~of asthe ~~amended~~remaining byCommon ~~Amendment~~Shares ~~No.~~in 1the ~~thereto,~~Merger. ~~dated~~LDC ashas offunded ~~October~~such ~~10,~~cash ~~2008~~requirements ~~(as~~from ~~amended,~~its ~~the~~available ~~“Rights~~cash ~~Agreement”).~~on ~~The~~hand ~~material terms~~ and/or ~~conditions~~cash ofgenerated ~~the~~from ~~Rights~~general ~~Agreement~~corporate ~~Amendment~~activities ~~are~~including ~~described~~the ~~below~~issuance inof ~~response~~commercial topaper ~~Item 3.03,~~in ~~Material~~the ~~Modification~~ordinary tocourse ~~Rights~~ of ~~Security Holders~~business. The ~~response~~Offer was not subject to ~~Item 3.03~~any isfinancing ~~hereby~~condition. ~~incorporated~~LDC ~~herein~~guaranteed byParent ~~reference~~and inMerger ~~its~~Sub’s ~~entirety~~payment inand ~~response~~performance toobligations ~~Item 1.01~~in ofthe ~~this~~Offer ~~Current~~and ~~Report~~under onthe ~~Form~~Merger ~~8-K~~Agreement.

~~Item~~The ~~3.02.~~foregoing ~~Unregistered~~description ~~Sale~~of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of ~~Equity~~the ~~Securities~~Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated herein by reference.

The information ~~included~~set inforth under Item 15.0102 ~~regarding~~of ~~the~~this ~~top-up~~Current ~~option~~Report is hereby incorporated ~~into this Item 3.02~~ by reference. ~~The~~into ~~top-up~~this ~~option~~Item was issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder5.01.

Item 35.0302. ~~Material~~Departure ~~Modifications~~of toDirectors ~~the~~or ~~Rights~~Certain Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InOn ~~connection~~June ~~with~~20, ~~the~~2012, ~~Company’s~~in ~~entry~~accordance ~~into~~with the Merger Agreement, ~~the Company~~ and the ~~Rights~~Company’s ~~Agent~~bylaws, ~~entered~~prior ~~into~~to the ~~Rights~~Offer ~~Agreement~~Acceptance ~~Amendment,~~Time ~~dated~~ (as ofdefined ~~May~~in ~~1, 2012. The terms of~~ the ~~Rights~~Merger Agreement ~~Amendment provide that~~), ~~among~~(i) James ~~other~~J. ~~things~~Gaffney, ~~neither~~David ofC. ~~the Tender Offer~~Moran, ~~the~~John ~~execution~~C. ofSheptor ~~the Merger Agreement or any Tender~~ and ~~Voting~~Gaylord ~~Agreement~~O. ~~nor~~Coan ~~the~~resigned ~~consummation~~from of the ~~Merger~~Board ~~or the other transactions contemplated by the Merger Agreement or any Tender and Voting Agreement will result in any triggering~~ of ~~rights~~Directors of ~~holders or of obligations of~~ the Company ~~under~~ (the ~~Rights~~“Board”), ~~Agreement~~effective oras ~~any~~of ~~adverse event under~~ the ~~Rights~~Offer ~~Agreement.~~Acceptance ~~In particular~~Time, ~~no Person will be deemed to be an Acquiring Person~~ (asii) ~~defined in~~ the ~~Rights~~size ~~Agreement) by virtue~~ of the ~~Merger~~Board ~~Agreement, the execution and delivery~~ of ~~the~~Directors ~~Merger~~was ~~Agreement,~~increased orto ~~any~~9 ~~amendment~~and ~~thereto,~~ (iii) the ~~execution~~members ~~and delivery~~ of ~~any~~the ~~Tender~~Board ~~and~~appointed ~~Voting~~Paul ~~Agreement~~Akroyd, ~~the~~Robert ~~transactions~~G. ~~contemplated~~Eckert, byMichael ~~the~~Andrew ~~Merger Agreement~~Gorrell, ~~the~~H. ~~transaction~~Thomas ~~contemplated~~Hayden byJr., ~~the~~Jan-Mikeal ~~any~~Mörn ~~Tender~~ and ~~Voting~~David ~~Agreement~~S. orRossen to the ~~public~~Board ~~announcement~~as ofdirectors ~~any~~ of the ~~foregoing. In~~Company ~~addition,~~to fill the ~~Rights~~vacancies ~~Agreement~~on ~~Amendment amends~~ the ~~definition~~Board, ofin ~~“Expiration~~each ~~Date”~~case ~~such that such definition shall include the~~ effective ~~time~~as of the ~~Merger~~Offer Acceptance Time.

AIn ~~copy~~addition, ofin ~~the~~each ~~Rights~~case ~~Agreement~~effective ~~Amendment~~upon isthe ~~attached~~Offer asAcceptance anTime: ~~exhibit~~(i) ~~hereto~~Gaylord O. A ~~copy~~Coan resigned his position on the Audit Committee of the ~~Rights~~Board, ~~Agreement~~and ~~Amendment~~the isBoard ~~available~~appointed ~~free~~Robert ofG. ~~charge~~Eckert ~~from~~to fill the ~~Company~~vacancy on that committee; (ii) James J. ~~The~~ ~~summary~~Gaffney, ~~description~~David C. Moran and Gaylord O. Coan resigned their positions on the Executive Compensation Committee of the ~~amendments~~Board, toand the ~~Rights~~Board ~~Agreement~~appointed ~~contemplated~~Robert byG. ~~the~~Eckert, ~~Rights~~H. ~~Agreement~~Thomas ~~Amendment~~Hayden Jr. and ~~set~~Jan-Mikeal ~~forth~~Mörn ~~herein~~to ~~does~~fill ~~not~~the ~~purport~~vacancies toon bethat ~~complete~~committee; ~~and~~(iii) isJames ~~qualified~~J. inGaffney ~~its~~resigned ~~entirety~~his byposition ~~reference~~on tothe ~~all~~Nominating and Corporate Governance Committee of the ~~provisions~~Board, ofand the ~~Rights~~Board ~~Agreement~~appointed ~~Amendment,~~Jan-Mikeal ~~including~~Mörn to fill the ~~exhibits~~vacancy ~~thereto~~on that committee; and ~~definitions~~(iv) ~~contained~~David ~~therein,~~C. ~~which~~Moran isresigned ~~attached~~his asposition ~~Exhibit~~on ~~4.1~~the ~~hereto~~Operational Safety Committee of the Board, and isthe ~~hereby~~Board ~~incorporated~~appointed ~~herein~~H. byThomas ~~reference~~Hayden Jr. to fill the vacancy on that committee.

~~Item~~Each 5of Messrs.~~02.~~ Akroyd, ~~Departure~~Eckert, Gorrell, Hayden, Mörn and Rossen has advised the Company that, to the best of ~~Directors~~his knowledge, he is not currently a director of, and does not hold any position with, the Company or ~~Certain~~any ~~Officers~~of its subsidiaries. Each of Messrs. Akroyd, ~~Election~~Eckert, Gorrell, Hayden, Mörn and Rossen has further advised the Company that, to the best of ~~Directors;~~his ~~Appointment~~knowledge, neither he nor any of ~~Certain~~his ~~Officers;~~immediate ~~Compensatory~~family ~~Arrangements~~members (i) has a familial relationship with any directors, other nominees or executive officers of ~~Certain~~the ~~Officers~~Company or any of its subsidiaries or (ii) has been involved in any transactions with the Company or any of its subsidiaries, in each case, that are required to be disclosed pursuant to the rules and regulations of the SEC, except as disclosed herein and in the Schedule 14F-1 which was filed by the Company with the SEC on June 1, 2012 (the “Schedule 14F-1”).

InOn ~~connection~~June ~~with~~21, ~~the~~2012, ~~Company’s~~in ~~entry~~accordance ~~into~~with the Merger Agreement, ~~the Company approved an amendment to its Management Incentive Plan for Fiscal 2012 (the “MIP”) which provides cash bonuses to executive officers~~ and ~~certain other participants based on~~ the Company’s ~~attainment~~bylaws, ofRonald aC. ~~pre-established~~Kesselman, ~~EBITDA~~John ~~target~~E. ~~The~~Stokely, ~~amendment~~John ~~provides~~K. ~~that~~Sweeney ifresigned afrom ~~corporate~~the ~~transaction occurs in fiscal year 2012~~Board, effective ~~participants~~as inof the ~~MIP~~Effective ~~will receive their target bonuses without regard to the pre-established EBITDA~~Time. ~~Such~~ Messrs. Akroyd, ~~target~~Eckert, ~~bonuses~~Gorrell, ~~are~~Hayden, toMörn beand ~~paid~~Rossen ~~immediately~~served ~~following~~as ~~the~~directors ~~consummation~~ of ~~the~~Merger ~~qualifying~~Sub, ~~corporate~~and ~~transaction~~in toaccordance ~~those~~with ~~participants~~Merger ~~who~~Agreement, ~~are~~following ~~employed by~~ the ~~Company~~Effective ~~immediately~~Time, ~~prior~~shall tocontinue ~~the consummation of the transaction. The purpose of the amendment is~~ to ~~provide~~serve ~~assurances~~as todirectors ~~participants~~on in the ~~MIP~~Board, ~~that~~effective ~~the~~as ~~closing~~ of the ~~Merger~~Effective ~~will not eliminate his or her annual bonus opportunity under the MIP~~Time.

In addition, in connection with the Company’s entry into the Merger Agreement, the Company has authorized the tendering of Restricted Shares into the Tender Offer.

~~Item~~Biographical 8and other information with respect to Messrs.~~01.~~ Akroyd, ~~Other~~Eckert, ~~Events~~Gorrell, Hayden, Mörn and Rossen has been previously disclosed in the Schedule 14F-1, and which is incorporated herein by reference.

~~Tender~~Item ~~and~~5.03. ~~Voting~~Amendments ~~Agreements~~to Articles of Incorporation or Bylaws; Change of Fiscal Year.

~~Concurrently~~On ~~with~~June ~~the entry into the merger agreement~~21, ~~Parent~~2012, ~~Merger~~in ~~Sub~~connection ~~and~~with ~~each~~the ~~executive~~completion ~~officer~~ of the ~~Company holding~~Merger, ~~beneficially or of record, approximately 385,617 Common Shares in~~ the ~~aggregate,~~Certificate ~~this being approximately 3%~~ of ~~all~~Formation ~~Common Shares presently issued~~ and ~~outstanding, entered into~~ the ~~Tender~~Bylaws ~~and Voting Agreements, solely in their capacities as stockholders~~ of the Company, ~~pursuant~~were toeach ~~which~~amended ~~such~~in ~~officers~~accordance ~~have~~with ~~agreed, among other things, to tender their Common Shares pursuant to~~ the ~~Offer~~terms ~~and vote their Common Shares in favor~~ of the Merger ~~and~~Agreement. The ~~against~~amended ~~any~~Certificate ~~alternative~~of ~~acquisition~~Formation ~~proposal,~~and ~~all on~~ the ~~terms~~amended and ~~subject~~restated tobylaws of the ~~conditions~~Company ~~set~~are ~~forth~~filed inas ~~the~~Exhibits 3.1 ~~Tender~~ and ~~Voting Agreements~~3. ~~Each~~2, ~~Tender~~respectively, ~~and~~to ~~Voting~~this ~~Agreement~~Current ~~will~~Report ~~terminate~~and ifare ~~the~~incorporated ~~Merger~~by ~~Agreement~~reference isinto ~~also~~this ~~terminated. The~~Item ~~Company is not party to the Tender and Voting Agreements~~5.03.

Press Releases

On May 1, 2012, the Company and Louis Dreyfus Commodities LLC issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of May 1, 2012, among LD Commodities Sugar Holdings LLC, Louis Dreyfus Commodities Subsidiary Inc. and Imperial Sugar Company, ~~dated~~(incorporated asby reference to Exhibit (d)(1) of the Schedule TO filed by Parent and Merger Sub on May 111, 2012).*
2.2		Guarantee and Agreement between Louis Dreyfus Commodities LLC and Imperial Sugar Company, dated as of May 1, 2012.
3.1		Amended Certificate of Formation of Imperial Sugar Company.
4.1		Second Amendment to Rights Agreement, dated as of May 1, 2012, by and among Imperial Sugar Company and The Computershare Shareowner Services LLC, as rights agent.
3.2		Amended and Restated Bylaws of Imperial Sugar Company.
99.1		Press Release, issued May 1, 2012.

* All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC.

Additional Information and Where to Find It

The planned tender offer described herein has not yet commenced. The description contained herein is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced in connection with the proposed acquisition of the Company by affiliates of Parent, it is expected that Parent will file a Schedule TO with the SEC and the Company intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Additionally, the Company and Parent will file other relevant materials in connection with the proposed transaction contemplated by the Merger Agreement. INVESTORS AND STOCKHOLDERS OF IMPERIAL SUGAR COMPANY ARE ADVISED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND PROPOSED MERGER AND THE PARTIES THERETO.

Investors and stockholders may obtain free copies of the solicitation/recommendation statement and other documents filed by the parties (when available) at the SEC’s Web site at www.sec.gov or at the Company’s Web site at www.imperialsugar.com. The solicitation/recommendation statement and such other documents may also be obtained, when available, for free from the Company by directing such request to Investor Relations, One Imperial Square, P.O. Box 9, Sugar Land, Texas 77487, telephone: (281) 491-9181.

Forward Looking Statements

The information contained in this filing that addresses future results or expectations is considered forward-looking information as defined in the federal securities laws. Forward-looking information in this document can be identified through the use of words such as “may,” “will,” “intend,” “plan,” “project,” “expect,” “anticipate,” “should,” “would,” “believe,” “estimate,” “contemplate,” “possible,” and “point.” The forward-looking information is premised on many factors, some of which are outlined below. Actual consolidated results might differ materially from projected forward-looking information if there are any material changes in management’s assumptions.

The forward-looking information and statements are or may be based on current beliefs, expectations and assumptions, a series of projections and estimates and involve risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. For additional information regarding these and other risk factors, please refer to the Company’s filings with the Securities Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended September 30, 2011, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K, which may be accessed via EDGAR through the Internet at www.sec.gov.

Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law. Past financial or operating performance is not necessarily a reliable indicator of future performance and investors should not use the Company’s historical performance to anticipate results or future period trends.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

IMPERIAL SUGAR COMPANY By: /s/ H. P. Mechler Name: H. P. Mechler Title: Sr Vice President & CFO

	IMPERIAL SUGAR COMPANY


Date: June 21, 2012	By:	/s/ H.P. Mechler
		Name: H.P. Mechler
		Title: Senior Vice President and Chief Financial Officer

~~Date: May 1, 2012~~6

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of May 1, 2012, among LD Commodities Sugar Holdings LLC, Louis Dreyfus Commodities Subsidiary Inc. and Imperial Sugar Company, ~~dated~~(incorporated asby reference to Exhibit (d)(1) of the Schedule TO filed by Parent and Merger Sub on May 111, 2012).*
2.2		Guarantee and Agreement between Louis Dreyfus Commodities LLC and Imperial Sugar Company, dated as of May 1, 2012.
3.1		Amended Certificate of Formation of Imperial Sugar Company.
4.1		Second Amendment to Rights Agreement, dated as of May 1, 2012, by and among Imperial Sugar Company and The Computershare Shareowner Services LLC, as rights agent.
3.2		Amended and Restated Bylaws of Imperial Sugar Company.
99.1		Press Release, issued May 1, 2012.

* All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC.7

Filing Compare · IMPERIAL SUGAR CO /NEW/