IMPERIAL HOLLY CORP
SC 13G, 1995-02-14
SUGAR & CONFECTIONERY PRODUCTS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                             (Amendment No. ____)*

                           IMPERIAL HOLLY CORPORATION
                                (Name of Issuer)

                        COMMON STOCK, Without Par Value
                         (Title of Class of Securities)

                                   452835101
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*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 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).

<PAGE>

CUSIP No. 452835101                     13G                    Page 2 of 4 Pages

1         NAME OF REPORTING PERSON
          S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               I. H. KEMPNER, III
               SOCIAL SECURITY ####-##-####

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (a)
                                                                      (b) /X/
3         SEC USE ONLY

4         CITIZENSHIP OR PLACE OF ORGANIZATION

               UNITED STATES

 NUMBER OF     5         SOLE VOTING POWER

   SHARES                    157,617 (See Note 1 on Page 4)

BENEFICIALLY   6         SHARED VOTING POWER

  OWNED BY                   299,563 (See Note 2 on Page 4)

    EACH       7         SOLE DISPOSITIVE POWER

 REPORTING                   177,289 (See Note 3 on Page 4)

  PERSON       8         SHARED DISPOSITIVE POWER

   WITH                      299,563 (See Note 4 on Page 4)

9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                535,277 (See Notes 3, 4 and 5 on Page 4)

10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
          SHARES*


11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               5.2%

12        TYPE OF REPORTING PERSON*

               IN

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
                                                               Page 3 of 4 Pages

Item 1(a)   NAME OF ISSUER:

              Imperial Holly Corporation

Item 1(b)   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

              One Imperial Square, Suite 200, P. O. Box 9,
              Sugar Land, Texas 77487-0009

Item 2(a)   NAME OF PERSON FILING:

              I. H. Kempner, III

Item 2(b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE:

              Office:  One Imperial Square, 8016 Highway 90-A, Suite 200
              Sugar Land, Texas 77478

Item 2(c)   CITIZENSHIP:

              United States

Item 2(d)   TITLE AND CLASS OF SECURITIES:

              Common Stock, without par value, of Imperial Holly Corporation,
              a Texas Corporation

Item 2(e)   CUSIP NUMBER:

              452835101

Item 3      Not Applicable

Item 4      OWNERSHIP:

            (a)  Amount Beneficially Owned:  535,277 (See Notes 3, 4 and 5)

            (b)  Percent of Class:  5.2%

            (c)  Number of shares as to which Mr. Kempner has:

                (i)   sole power to vote or to direct the vote - 157,617
                      (See Note 1)

                (ii)  shared power to vote or to direct the vote - 299,563
                      (See Note 2)

                (iii) sole power to dispose or to direct the disposition of -
                      177,289 (See Note 3)

                (iv)  shared power to dispose of or to direct the disposition
                      of - 299,563 (See Note 4)

Item 5      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

              Not Applicable

Item 6      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

              Not Applicable

<PAGE>
                                                               Page 4 of 4 Pages

Item  7     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

              Not Applicable

Item 8      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

              Not Applicable

Item 9      NOTICE OF DISSOLUTION OF GROUP:

              Not Applicable

Item 10     CERTIFICATION:

              Not Applicable

NOTES TO ITEM 4:   OWNERSHIP.

Note 1:   The shares for which I have sole voting power consist of 145,233
          shares are registered in my name individually and 12,384 shares which
          are held by the Imperial Holly Corporation Employee Stock Ownership
          Plan and which are fully vested.

Note 2:   The shares for which I have shared power to vote consist of 299,563
          owned by the H. Kempner Trust Association, a trust association, of
          which I am one of five trustees.

Note 3:   The shares for which I have sole dispositive power consist of those
          in Note 1, plus 19,672 for the benefit of my four children over which
          I have a general power of attorney. I disclaim any economic interest
          in the shares held for my children.

Note 4:   The shares for which I have shared dispositive power consist of
          299,563 owned by the H. Kempner Trust Association, a trust
          association, of which I am one of five trustees.

Note 5:   Includes 58,425 shares purchasable upon exercise of employee stock
          options.

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 and correct.

Date:       ____________________________________________

Signature:  ____________________________________________

Name/Title: ____________________________________________



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