<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
IMPERIAL HOLLY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[Imperial Holly Corporation Logo appears here]
I.H. Kempner, III
Chairman
June 16, 1995
Dear Fellow Shareholder:
This year the Annual Meeting of Shareholders will be held on Friday, July 28,
1995 at 11:00 a.m. at the Sugar Creek Country Club, 420 Sugar Creek Boulevard,
Sugar Land, Texas 77478. At the meeting, we will elect four directors.
Your Board of Directors joins me in urging you to attend to hear a report on
the Company's progress during the past year and to meet with members of
management. However, even if you plan to attend the meeting in person, I hope
you will sign, date and return your proxy as soon as possible. Your vote is
always important.
Sincerely,
[Signature of I.H. Kempner, III appears here]
ONE IMPERIAL SQUARE . P.O. BOX 9 . SUGAR LAND, TEXAS 77487-0009
<PAGE>
IMPERIAL HOLLY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 1995
To the Shareholders of Imperial Holly Corporation:
The Annual Meeting of Shareholders of Imperial Holly Corporation (the
"Company") will be held at the Sugar Creek Country Club, 420 Sugar Creek
Boulevard, Sugar Land, Texas 77478, on Friday, July 28, 1995, at 11:00 a.m.,
for the following purposes:
(1) to elect four directors to serve for three-year terms until the 1998
Annual Meeting of Shareholders and until their successors are qualified;
and
(2) to transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on June 1, 1995 are entitled
to notice of and to vote at the meeting.
The By-Laws of the Company require that the holders of a majority of the
outstanding shares of Common Stock entitled to vote be represented in person or
by proxy at the meeting in order to constitute a quorum for the transaction of
business. Therefore, regardless of the number of shares you hold, it is
important that your stock be represented at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE SIGN
AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
By Order of the Board of Directors
William F. Schwer
Secretary
Sugar Land, Texas
June 16, 1995
<PAGE>
IMPERIAL HOLLY CORPORATION
ONE IMPERIAL SQUARE
SUGAR LAND, TEXAS 77478
PROXY STATEMENT
1995 ANNUAL MEETING OF SHAREHOLDERS
The accompanying proxy is solicited on behalf of the Board of Directors of
Imperial Holly Corporation (the "Company") to be voted at the 1995 Annual
Meeting of Shareholders of the Company to be held at the time and place and for
the purposes set forth in the foregoing notice. In addition to the original
solicitation by mail, certain regular employees of the Company may solicit
proxies by telephone, by telegraph or in person. The Company has retained D. F.
King & Co., Inc. on customary terms and at a fee estimated not to exceed
$4,500, plus reasonable expenses, to assist in soliciting proxies. All expenses
of soliciting proxies, including the cost of preparing and mailing this Proxy
Statement and the reimbursement of brokerage firms and other nominees for their
reasonable expenses in forwarding proxy material to beneficial owners of stock,
will be borne by the Company. If you attend the meeting, you may vote in person
if you wish, even though you have mailed in your proxy. This Proxy Statement
and the accompanying proxy are being mailed to shareholders beginning on or
about June 16, 1995.
All duly executed proxies will be voted in accordance with the instructions
thereon. However, shareholders who execute proxies retain the right to revoke
them at any time before they are voted. The revocation of a proxy shall not be
effective until written notice thereof has been given to the Secretary of the
Company, unless the person granting such proxy votes in person.
Unless otherwise indicated on the proxy, shares will be voted by the persons
named on the accompanying proxy for the election of the four directors named
below.
The majority of the outstanding shares of Common Stock, without par value, of
the Company ("Common Stock") entitled to vote must be present in person or by
proxy at the meeting in order to constitute a quorum for the transaction of
business. Shares underlying a proxy marked "Abstain" on a matter will be
considered to be represented at the meeting for quorum purposes.
Shares registered in the names of brokers or other "street name" nominees for
which proxies are voted on some but not all matters will be considered to be
present at the meeting for quorum purposes, but will be considered to be voted
only as to those matters actually voted, and will not be considered as voting
for any purpose as to the matters with respect to which no vote is indicated
(commonly referred to as "broker non-votes").
Directors are elected by a plurality of votes cast. Abstentions and broker
non-votes will have no effect on the outcome of the vote.
1
<PAGE>
The persons named in the accompanying proxy may act with discretionary
authority should any nominee become unavailable for election, although
management is unaware of any circumstances likely to render any of the nominees
unavailable. Management does not intend to bring any other matters before the
meeting and has not been informed that any other matters are to be presented to
the meeting by others.
At the close of business on June 1, 1995, the record date for the
determination of shareholders entitled to vote at the meeting, the Company had
outstanding 10,286,894 shares of Common Stock, which is the only class of stock
of the Company outstanding and entitled to vote at the meeting. Each
shareholder is entitled to one vote for each share of Common Stock held.
Cumulative voting is not allowed.
PROPOSAL: ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes designated
Class I, Class II and Class III, with staggered terms of office. The number of
directors in each of the three classes is to be as nearly equal as possible.
After the election of directors at the 1995 Annual Meeting, the terms of office
of the Class I directors will extend until the Annual Meeting of Shareholders
in 1998 (and until their successors are qualified). The terms of office of the
Class II directors extend until the Annual Meeting of Shareholders in 1996 and
the terms of office of the Class III directors extend until the Annual Meeting
of Shareholders in 1997 (and, in each case, until their successors are
qualified). At the 1995 Annual Meeting, it is proposed to elect John D. Curtin,
Jr., I.H. Kempner, III, James C. Kempner and Daniel K. Thorne as directors in
Class I. All of the nominees are currently serving as directors of the
Company.
NOMINEES
Set forth below is certain information concerning the four nominees for
election as directors at the 1995 Annual Meeting, including the business
experience of each during the past five years and the age of each nominee on
June l, 1995.
JOHN D. CURTIN, JR. has been a Director of the Company since June 1993. Mr.
Curtin is Executive Vice President and a director of Cabot Corporation, a
specialty chemicals and materials company and manufacturer of carbon black. Mr.
Curtin served from 1989 to 1992 as Chief Financial Officer of Cabot Corporation
and from 1974 to 1989 as President, Chief Executive Officer and Director of
Curtin & Co., Inc., a private investment banking firm. Mr. Curtin, age 62, is a
director of Augat, Inc.
I. H. KEMPNER, III has been Chairman of the Board of Directors of the Company
since 1971 and was first elected a director of the Company in 1967. He became
Chairman of the Executive Committee in 1978. Mr. Kempner joined the Company in
1964 and served in various executive capacities prior to his election as
Chairman of the Board. Mr. Kempner, age 62, is Chairman of the Board of
Directors of the Houston Branch of the Federal Reserve Bank of Dallas.
JAMES C. KEMPNER, a director since 1988, was appointed President and Chief
Executive Officer of the Company in October 1993. Mr. Kempner, age 55, is also
the Chief Financial Officer, a position he has held since he joined the Company
in 1988. In May 1994, Mr. Kempner was elected President of Imperial Sugar
Company--a division of Imperial Holly Corporation ("Imperial Sugar Company"), a
position he had held previously. From 1988 to 1993, Mr. Kempner was an
Executive Vice President of the Company.
2
<PAGE>
DANIEL K. THORNE was elected a director of the Company in June 1988. For more
than the past five years, Mr. Thorne has been the President of Star Lake Cattle
Company and Star Lake Properties, Inc., which are engaged in cattle and timber
operations, and the President of Eagle Island Citrus Corporation, a citrus
production operation. Mr. Thorne, age 43, is also a director of CCH, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" JOHN D. CURTIN, JR., I.H.
KEMPNER, III, JAMES C. KEMPNER AND DANIEL K. THORNE AS DIRECTORS.
CONTINUING DIRECTORS
Set forth below is certain information concerning the nine directors of the
Company whose present terms of office will continue until 1996 or 1997,
including the business experience of each during the past five years and the
age of each director on June l, 1995.
Directors in Class II
(Terms Expiring at the 1996 Annual Meeting of Shareholders)
EDWARD O. GAYLORD, who has been a director of the Company since 1978, has
been the President and a director of Gaylord & Company, Inc., a venture capital
business, since 1988. Since January 1993, he has been Chairman of EOTT Energy
Corporation, an oil trading and transportation company. Mr. Gaylord, age 63, is
also a director of Seneca Foods Corporation and Stant Corporation.
ROBERT C. HANNA, Vice Chairman of the Board of Directors since October 1993,
has been a director of the Company since 1976. Mr. Hanna served as President of
the Company from 1979 and Chief Executive Officer from 1980 until his
retirement in October 1993. Mr. Hanna, age 66, joined the Company in 1955 and
has served in various capacities throughout his career. Mr. Hanna is also a
director of NorAm Energy Corp., an Advisory Director of Comerica Bank, Texas
and Chairman of the Board of Directors of Memorial Healthcare Systems, Inc.
ROGER W. HILL has been an Executive Vice President and a director of the
Company and President and Chief Executive Officer of Holly Sugar Corporation
("Holly Sugar") since 1988, when Holly Sugar was acquired as a wholly owned
subsidiary of the Company. Mr. Hill, age 55, joined Holly Sugar in 1963 and
served in various capacities throughout his career.
ROBERT L. K. LYNCH has been a director of the Company since 1990 and has
directed the purchase and restoration of historic buildings primarily in
Galveston, Texas since 1975. Mr. Lynch, age 45, has been in the real estate
development and management business since 1987 and has been a member of the
City Council of Galveston since 1990. Mr. Lynch is currently President and
Chief Executive Officer of Yaga, Inc., a clothing manufacturer. In addition,
Mr. Lynch is a director of the United States National Bank, Galveston, Texas.
Directors in Class III
(Terms Expiring at the 1997 Annual Meeting of Shareholders)
A. M. BARTOLO, a director since March 1970, joined the Company in March 1958
and served in various capacities until his retirement in May 1994. At the time
of his retirement, Mr. Bartolo was Executive Vice President and Chief Operating
Officer of the Company and President of the Imperial Sugar Company. Mr. Bartolo
is age 66.
3
<PAGE>
ANN O. HAMILTON, a director of the Company since 1974, has been employed by
the World Bank in Washington, D.C. since 1970. Mrs. Hamilton, age 58, has been
Senior Adviser to the Vice President, South Asia Region, since 1995. She was
Director of the Bangladesh, Bhutan & Nepal Department from 1993 to 1994, and
Director of the Population & Human Resources Department from 1987 to 1992.
HARRIS L. KEMPNER, JR., a director of the Company since 1966, has been
President of Kempner Capital Management, Inc., an investment advisory firm,
since 1982 and a trustee of the H. Kempner Trust Association since 1967. He
served as Chairman of the Board of United States National Bank from 1988 to
1993 when he became Chairman Emeritus. Mr. Kempner, age 55, is a director of
Cullen/Frost Bankers, Inc., TNP Enterprises, Inc. and American Indemnity
Financial Corporation.
H. E. LENTZ has been a director of the Company since December 1993. Mr.
Lentz, age 50, has been a Managing Director of Lehman Brothers Inc., an
investment banking firm, since March 1993. Prior thereto, Mr. Lentz served as
Vice Chairman of Wasserstein Perella & Co. from 1988 to February 1993 and as
Managing Director of Shearson Lehman Hutton, Inc. from 1984 to 1988. Mr. Lentz
serves as a director of the Rowan Companies, Inc.
FAYEZ SAROFIM, a director of the Company since 1991, is President and
Chairman of the Board of Fayez Sarofim & Co., an investment advisory firm he
founded in 1958. Mr. Sarofim, age 66, is currently a director of Teledyne,
Inc., Argonaut Group, Unitrin, Inc., MESA, Inc. and the Exor Group, S.A..
Mr. I. H. Kempner, III and Mr. James C. Kempner are brothers and are first
cousins of Mr. Harris L. Kempner, Jr. In addition, Mrs. Hamilton, Mr. Harris L.
Kempner, Jr., Mr. I. H. Kempner, III, Mr. James C. Kempner, Mr. Lynch and Mr.
Thorne are each descendants of H. Kempner, a Galveston entrepreneur who died in
1894.
BOARD COMMITTEES AND MEETINGS
The Company's Board of Directors has four standing committees: Executive,
Audit, Executive Compensation and Environmental. Except for the Executive
Committee, the committees are composed of members who are not officers or
employees of the Company or its subsidiaries. The membership and principal
responsibilities of the committees are described below. The Board has no
standing nominating committee.
At intervals between formal meetings, members of the Board and each committee
are provided with information regarding the operations of the Company and are
consulted on an informal basis with respect to pending business. Such
consultation may lead to Board or committee action between meetings being taken
by unanimous written consent.
During the 1995 fiscal year, each incumbent director attended at least 75% of
the aggregate of the total number of meetings of the Board and its committees
on which the director served. The Board met four times during the 1995 fiscal
year.
Excutive Committee
Members: I. H. Kempner, III (Chairman)
Edward O. Gaylord
Robert C. Hanna
James C. Kempner
4
<PAGE>
The Executive Committee exercises the powers of the Board to manage the
Company between meetings of the Board. During fiscal year 1995, the Executive
Committee did not meet.
Audit Committee
Members: Harris L. Kempner, Jr. (Chairman)
Edward O. Gaylord
Daniel K. Thorne
The Audit Committee reviews with the Company's internal auditor and
independent certified public accountants the scope and results of their audits,
monitors the adequacy of the Company's system of internal controls and
procedures, recommends to the board the selection of the independent certified
public accountants and reviews the fees paid for services rendered by such
accountants. During the 1995 fiscal year the Audit Committee met three times.
Executive Compensation Committee
Members: Edward O. Gaylord (Chairman)
John D. Curtin, Jr.
Fayez Sarofim
The Executive Compensation Committee establishes the salaries, bonuses and
other compensation for the Company's directors, executive officers and certain
other managerial and professional personnel. The Committee reviews and approves
or in some cases recommends to the Board the Company's compensation plans. The
Executive Compensation Committee also administers the granting of incentives to
eligible employees under the Company's Stock Incentive Plan and administers the
Company's incentive bonus plans. The Executive Compensation Committee met once
during the 1995 fiscal year.
Environmental Committee
Members: Robert L. K. Lynch (Chairman)
A. M. Bartolo
The Environmental Committee oversees all aspects of the Company's
environmental policy and compliance with the policy, including the adequacy of
management's programs for implementing the environmental policy. The Committee
reviews, reports on and makes recommendations to the Board regarding the
policy. The Environmental Committee met once during the 1995 fiscal year.
DIRECTOR REMUNERATION
Each director of the Company who is not an officer of the Company receives
$18,000 per annum for serving as a director, plus $1,000 for each Board meeting
attended. Additionally, each such director who serves on a committee receives
$1,000 for each committee meeting attended if the meeting is not held on the
same day as a Board meeting. Each director is also reimbursed by the Company
for travel expenses incurred in connection with attendance at Board or
committee meetings or other business of the Company.
5
<PAGE>
Under the Company's 1989 Nonemployee Director Stock Option Plan, each
director of the Company who is not an employee of the Company is automatically
granted an option on the later of (i) July 27, 1989 or (ii) the date the
director becomes a director of the Company. Each option permits the optionee to
purchase 1,500 shares of Common Stock at an exercise price per share equal to
50% of the fair market value of a share of Common Stock on the date the option
is granted. Options granted under the Nonemployee Director Stock Option Plan
are not exercisable until the optionee has completed three years of service as
a director of the Company. In the event of a "change in control" of the Company
(as defined in the Nonemployee Director Stock Option Plan), any unvested
portion of the options will immediately become exercisable in full.
No options to purchase shares of Common Stock under the Nonemployee Director
Option Plan were exercised or granted during the fiscal year ended March 31,
1995.
The Imperial Holly Corporation Retirement Plan for Nonemployee Directors is a
non-qualified retirement plan providing monthly retirement benefits to retired
directors of the Company who never served as employees of the Company. The plan
provides for payments, commencing at the later of age 65 or retirement, equal
to the retainer received by the director at the date of the director's
retirement for up to ten years after retirement (based on years of service) to
a director who retires after completion of three years of service. Death
benefits equal to 50% of the retirement benefit are paid to a surviving spouse.
EXECUTIVE COMPENSATION
The following table and narrative sets forth the compensation of the chief
executive officer and the other four most highly compensated executive officers
during the 1995 fiscal year (together with the chief executive officer, the
"named officers") of the Company for services rendered in all capacities during
fiscal years 1995, 1994 and 1993.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------- ------------
AWARDS
------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL FISCAL OTHER ANNUAL OPTIONS/SARS ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION(2) (NUMBER)(3) COMPENSATION(4)
------------------ ------ -------- -------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
James C. Kempner....... 1995 $343,512 $ 0 $ 7,038 0 $ 0
President, Chief 1994 313,008 7,000 13,243 50,000 0
Executive Officer, 1993 275,000 2,500 6,702 0 0
Chief Financial
Officer and President,
Imperial Sugar Company
I. H. Kempner, III..... 1995 278,640 0 25,703 0 3,812
Chairman of the 1994 305,277 7,000 23,016 50,000 3,812
Board of Directors (5) 1993 315,000 5,000 15,002 0 3,812
Roger W. Hill.......... 1995 273,936 0 45,552 0 0
Executive Vice Presi- 1994 270,432 7,000 49,081 10,000 0
dent and President, 1993 260,016 2,500 14,689 0 0
Holly Sugar
Corporation
Harry J. Smith......... 1995 212,536 0 2,911 0 0
Executive Vice Presi- 1994 166,680 25,000 53,408 25,000 0
dent, Sales and
Marketing (6)
William F. Schwer...... 1995 155,994 0 5,872 0 0
Senior Vice President, 1994 140,432 2,000 6,641 7,000 0
Secretary, and General 1993 125,016 11,000 1,450 0 0
Counsel
</TABLE>
- --------
(1) Awards are non-performance based discretionary bonuses. In connection with
his employment, Mr. Smith received a negotiated bonus for fiscal 1994.
(2) Amounts are primarily payments under the Company's vacation policy and for
taxes due on perquisites. Monetary service awards, which are earned on
every fifth anniversary of employment, are also included when paid. Mr.
I.H. Kempner's fiscal year 1995 other annual compensation included a
$14,540 payment for taxes due on perquisites and a $5,804 monetary service
award. Mr. Hill's fiscal year 1995 other annual compensation included
$10,401 in vacation pay, and a $21,195 disability insurance policy premium.
Mr. Hill's fiscal year 1994 other annual compensation included a $6,565
automobile allowance and a $22,400 disability insurance policy premium. For
Mr. Smith in fiscal year 1994, the amount also includes a special one-time
payment of $41,391 to compensate him for loss incurred upon the sale of his
residence upon employment with the Company.
(3) SARs are included with respect to 3,333 of Mr. Smith's options. No other
options granted in fiscal year 1994 include SARs.
(4) Represents split dollar life insurance premiums. The Company has a
collateral interest in each policy in an amount equal to approximately
three times the annual premium.
(5) In late 1993, Mr. I.H. Kempner voluntarily reduced his base salary by 15%
from his authorized salary of $327,816 to $278,640.
(6) Mr. Smith joined the Company in June 1993.
7
<PAGE>
Information Concerning Stock Options
The following table sets forth certain information with respect to
unexercised options held at March 31, 1995. No options were granted to or
exercised by the named officers during fiscal 1995.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS/SARS AT MARCH 31, 1995 THE-MONEY OPTIONS/SARS AT
(NUMBER) MARCH 31, 1995(3)
------------------------------- -------------------------
NAME EXERCISABLE(1) UNEXERCISABLE(2) EXERCISABLE UNEXERCISABLE
---- -------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
James C. Kempner..... 48,475 38,500 $78,817 $24,063
I. H. Kempner, III... 58,425 38,500 90,146 24,063
Roger W. Hill........ 39,475 7,500 73,192 4,688
Harry J. Smith....... 6,250 18,750 2,344 7,031
William F. Schwer.... 9,500 5,250 1,094 3,281
</TABLE>
- --------
(1) The following options include tandem SARs with respect to one-third of the
shares subject to the underlying option: 36,975 for Mr. James C. Kempner;
46,925 for Mr. I.H. Kempner, III; 36,975 for Mr. Hill; 2,500 for Mr. Smith
and 7,750 for Mr. Schwer.
(2) The options for Mr. Smith include tandem SARs with respect to one-third of
7,500 of the shares subject to the underlying option.
(3) Calculated based upon the March 31, 1995 average of the high and low market
price per share of $9.3125 (as reported by the American Stock Exchange)
less the exercise price per share, times the number of shares.
Retirement Plan
The Imperial Holly Corporation Retirement Plan (the "Retirement Plan") is a
tax qualified defined benefit plan covering salaried (non-union) employees of
the Company and its subsidiaries generally, including executive officers. The
Company has also adopted a Benefit Restoration Plan for certain participants
(including each of the named officers) to supplement the benefits payable under
the Retirement Plan to the extent the limitations on qualified plan benefits
mandated by the Internal Revenue Code of 1986, as amended (the "Code"), reduce
retirement benefits that would otherwise be payable under the Retirement Plan.
Benefits under the Retirement Plan equal the sum of benefits with respect to
service prior to a cutoff-date (Category I Service) and service after such
cutoff-date (Category II Service). The cutoff-date is December 31, 1988 or,
with respect to service with Holly Sugar, December 31, 1974. The following
table sets forth estimated annual benefits (before giving effect to Code
limits) payable for eligible employees who retire at age 65 (normal retirement
age) under the Retirement Plan for Category I Service and Category II Service.
8
<PAGE>
TOTAL ANNUAL BENEFIT AMOUNT
CATEGORY I SERVICE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
FINAL
AVERAGE 5 10 15 20 25 30 35
- ------- ------ ------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
250,000.................... 15,166 30,332 45,498 60,664 75,830 90,998 106,162
300,000.................... 18,291 36,582 54,873 73,164 91,455 109,746 128,037
350,000.................... 21,416 42,832 64,248 85,664 107,080 128,496 149,912
400,000.................... 24,541 49,082 73,623 98,164 122,705 147,246 171,787
450,000.................... 27,666 55,332 82,998 110,664 138,330 165,996 193,662
</TABLE>
TOTAL ANNUAL BENEFIT AMOUNT
CATEGORY II SERVICE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
FINAL
AVERAGE 5 10 15 20 25 30 35
- ------- ------ ------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
150,000.................... 10,041 20,082 30,123 40,164 50,205 60,246 70,287
200,000.................... 13,541 27,082 40,623 54,164 67,705 81,246 94,787
250,000.................... 17,041 34,082 51,123 68,164 85,205 102,246 119,287
300,000.................... 20,541 41,082 61,623 82,164 102,705 123,248 143,787
400,000.................... 27,541 55,082 82,623 110,164 137,705 165,246 192,787
450,000.................... 31,041 62,082 93,123 124,164 155,205 186,246 217,287
</TABLE>
Compensation under the Retirement Plan is defined as taxable earnings,
including salary, bonus and other annual compensation reported in the Summary
Compensation Table, as well as the taxable income realized on exercise of stock
options and the value for federal income tax purposes of certain employee
benefits and other perquisites. Compensation under the Benefit Restoration
Plan, for periods after August 1, 1994, is defined as authorized base pay
(without regard to any voluntary reductions thereto) plus bonus as reported in
the Summary Compensation Table. Prior to August 1, 1994 compensation was
defined in the same manner as the Retirement Plan. Annual benefits provided
under the Retirement Plan are in addition to social security benefits for
employees and are integrated with amounts payable pursuant to annuities
distributed to participants in connection with benefits accrued as of the
spinoff/terminations of predecessors of the Retirement Plan. Benefits are
defined in terms of a five-year certain and life annuity; several other payment
options are available to employees. For purposes of the Retirement Plan, the
years of Category I and Category II Service, respectively, as of March 31, 1995
for the named officers are as follows: Mr. James C. Kempner (1/6) ; Mr. I. H.
Kempner, III (25/6); Mr. Hill (12/20); Mr. Smith (0/2) and Mr. Schwer (0/6).
The amounts shown above do not include benefits based on employee contributions
that were permitted in prior years. The Retirement Plan does not currently
allow employee contributions.
Benefits payable under the Retirement Plan are limited by various provisions
of the Code that restrict the amount of compensation that may be taken into
account to calculate benefits under qualified plans and other limits on the
maximum benefit payable from qualified plans. To the extent the pension
calculated pursuant to the tables above would exceed the maximum amount
permitted by the Code, the difference would be payable from the Benefit
Restoration Plan as a discounted lump sum upon the participant's retirement.
9
<PAGE>
Salary Continuation Plan
The Company has agreed to provide lump sum supplemental retirement and death
benefits to participants (currently five executive officers, including each of
the named officers other than Mr. I.H. Kempner, III) in the Salary Continuation
Plan. The plan also provides for monthly salary continuation payments in the
event of disability (as defined). If a participant's employment is terminated
prior to retirement for any reason other than death, disability or cause (as
defined), the participant will be entitled to receive, upon his attainment of
age 55 if his termination is prior thereto, the actuarial equivalent (as
defined) of the payment he would have received had he retired at age 62 (in
certain cases, reduced according to a vesting schedule specified in the
applicable agreement). No amounts will be due under the plan to a participant
who is terminated for cause. The estimated amounts payable upon retirement at
or after age 62 for each of the named officers are as follows: $1,562,818 for
Mr. James C. Kempner; $790,372 for Mr. Hill; $935,420 for Mr. Smith and
$598,349 for Mr. Schwer. In fiscal 1995, the Salary Continuation Plan was
amended to allow participants who are 100% vested and who have attained the age
of 55 to receive their benefits without termination of employment if approved
by the Executive Compensation Committee. Pursuant to this amendment, Mr. I.H.
Kempner, III received a payment of $600,000 in fiscal 1995 and $394,390 as
final payment in April 1995. Mr. James C. Kempner received a payment of
$600,000, representing a portion of his retirement benefit discounted to age
55, in fiscal 1995.
Employment Agreements and Related Arrangements
The Company has Employment Agreements with each of the named officers. The
Employment Agreements expire as follows: July 1998 for Messrs. James C.
Kempner, Hill and Schwer; September 1997 for Mr. I. H. Kempner, III and October
1997 for Mr. Smith. The Employment Agreements provide that the Company will
employ the executive at an annual base salary not less than an amount specified
in the Employment Agreement. If terminated by the Company for any reason other
than a "Non-Salary Event" (cause (as defined), death or total and permanent
disability (as defined)), the executive will be entitled to receive as
liquidated damages the present value of the greater of his minimum base salary
provided for in the Agreement, or the salary then being paid to him, for the
remaining term of employment as if there had been no termination. If the named
officer had been terminated as of March 31, 1995, payments under the Employment
Agreements would have been: $1,021,841 for Mr. James C. Kempner; $779,183 for
Mr. I. H. Kempner, III; $620,683 for Mr. Hill; $496,959 for Mr. Smith and
$458,931 for Mr. Schwer. The Company has Severance Pay Agreements with seven of
its executive officers (including each of the named officers other than Mr.
Smith). The Severance Pay Agreements provide that in the event of the executive
officer's death or involuntary termination of employment (as defined) prior to
his attaining age 65 but after a change in control of the Company (as defined),
the executive officer or his beneficiary shall be entitled to receive a payment
equal to the greater of (i) the product of one-fourth of the executive
officer's average monthly salary over the preceding twelve months multiplied by
the number of full years of service with the Company and its affiliates, or
(ii) the total of the annual bonuses received during the 36 months preceding
his death or involuntary termination of employment. If a change of control had
occurred and if the service of the named officers had been terminated as of
March 31, 1995 under the conditions described above, the amounts due under the
Severance Pay Agreements would have been $51,629 for Mr. James C. Kempner;
$204,885 for Mr. I. H. Kempner, III; $190,788 for Mr. Hill; and $19,875 for Mr.
Schwer.
The Benefit Restoration Plan and the Salary Continuation Plan provide for
full vesting of benefits in the event of a change in control of the Company (as
defined). Payments may become due under the Severance Pay Agreements only after
a change in control. Such plans and agreements provide that the aggregate
present
10
<PAGE>
value of all "parachute payments" (within the meaning of Section 280G of the
Code) shall not exceed one dollar less than three times the executive's "base
amount" (within the meaning of Section 280G).
The Company has established an Executive Benefits Trust which may be used to
fund its obligations under certain otherwise unfunded benefit, retirement and
deferred compensation plans providing benefits to executive officers of the
Company in the event of a change in control.
The Report of the Executive Compensation Committee on Executive
Compensation and the Shareholder Return Performance Graph which follow
shall not be deemed to be incorporated by reference into any filing made
by the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, notwithstanding any general
statement contained in any such filing incorporating this proxy
statement by reference, except to the extent the Company incorporates
such report and graph by specific reference.
Shareholder Return Performance Graph
The following graph compares the cumulative total shareholder return on the
Common Stock to the cumulative total return of the Standard & Poor's 500 Stock
Index and the Standard & Poor's Food Index for the last five fiscal years
ending March 31. The graph assumes that the value of the investment in the
Common Stock and each index was $1.00 at March 31, 1990 and that all dividends
were reinvested on a quarterly basis.
STOCK PRICE PERFORMANCE
<TABLE>
<CAPTION>
NEW IMPERIAL
PEER HOLLY S&P FOOD
GROUP CORPORATION 500 INDEX
----- ----------- --- -----
<S> <C> <C> <C> <C>
March 1990 100.0% 100.0% 100.0% 100.0%
March 1991 91.7% 62.4% 110.4% 133.8%
March 1992 66.4% 56.3% 118.8% 143.2%
March 1993 60.2% 59.7% 132.9% 153.2%
March 1994 109.5% 43.4% 131.1% 137.9%
March 1995 122.6% 44.2% 147.3% 163.2%
</TABLE>
11
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Executive Compensation Program
The Executive Compensation Committee, composed entirely of outside directors,
is responsible for establishing the salaries, bonuses and other compensation
for the Company's directors, executive officers and certain other managerial
and professional personnel. The Committee reviews and approves or in some cases
recommends to the Board the Company's compensation plans. The Executive
Compensation Committee also administers the Company's Stock Incentive Plan as
well as the Company's other incentive plans.
Compensation Policies and Programs
The Executive Compensation Committee believes that the overall objective of
the executive compensation program should be to encourage enhancement of
shareholder value, and that this objective is best accomplished by tying the
financial interests of the Company's executives closely to the interests of the
Company's shareholders. The Executive Compensation Committee believes that the
Company's executive compensation program should (1) motivate executives toward
effective long-term management of the Company's assets through stock programs
which focus executives' attention on increasing shareholder value as measured
by stock price; (2) reward effective, efficient ongoing management of Company
operations through annual incentives which are tied to Company, departmental
and individual performance; and (3) provide the ability to attract and retain
executives through competitive salary levels.
The Company's executive compensation program includes base salary, annual
incentive bonuses and stock options, each of which is tied to performance.
Base Salary: Base salaries for executive officers are set near the median
levels determined by the Executive Compensation Committee to be sufficient to
attract and retain qualified executive officers. This determination is based
upon a survey of nine peer food product and ingredient companies conducted by
an independent compensation consultant retained by the Company. Base salary
increases are provided to executive officers based on an evaluation of each
executive's performance, as well as the performance of the Company as a whole.
In establishing base salaries, the Committee not only considers the financial
performance of the Company, but also the success of the executive officers in
developing and executing the Company's strategic plans, developing management
employees and exercising leadership.
Annual Incentive Bonuses: The Executive Compensation Committee believes that
a significant proportion of an executive's total cash compensation should be
subject to the attainment of pre-determined goals, including earnings criteria
based upon a specific return on total capitalization. A revised incentive bonus
plan was adopted in fiscal 1995. The initial plan year for the revised plan
will conclude June 30, 1995, and accordingly no incentive awards were made in
fiscal 1995. Under the Plan, the Committee determines performance objectives
(based on financial, operational, departmental and individual criteria) and
evaluates the executive's performance in accomplishing these objectives
annually. Payments are limited to 5% of base salary if the minimum Company
performance threshold established by the Committee is not met.
Stock Options: The Executive Compensation Committee believes that equity
participation is a key component of the Company's executive compensation
program. Stock options are granted to executive officers primarily based on the
officer's actual and potential contribution to the Company's growth and
profitability and market compensation practices. Option grants are designed to
retain executive officers and motivate them
12
<PAGE>
to enhance shareholder value. The purpose of option grants is to align the
financial interests of executive officers with those of shareholders,
particularly over the long term. To accomplish this objective, all options have
been granted with an exercise price equal to the fair market value at the time
of grant. Thus, option holders only realize value to the same extent that all
shareholders realize value since the benefit cannot be obtained unless an
appreciation in the common stock price occurs over the life of the options. The
size of stock grants is based primarily on competitive practice. In fiscal
1995, 15,000 options were granted to one executive officer who joined the
Company in fiscal 1995.
Compensation of the Chief Executive Officer
The Chief Executive Officer's compensation package consists of salary, annual
cash bonus (if qualified pursuant to the Company's incentive plans) and stock
option awards. In January 1995, Mr. James C. Kempner's base salary was
increased from $340,000 to $354,024 per annum. Mr. Kempner's current base
salary is below the median for peer companies based upon the aforementioned
salary survey. Mr. James C. Kempner did not receive a cash bonus in fiscal
1995; the initial plan year, under the revised incentive bonus plan, will
conclude June 30, 1995. No stock options were granted to Mr. James C. Kempner
in fiscal year 1995.
Section 162(m) of the Code does not allow the deduction of certain
compensation to any covered employee in excess of $1 million per year, unless
the compensation meets certain standards for performance based compensation.
The Committee believes that the Company's stock options currently qualify as
performance based compensation. The Committee does not anticipate that any
executive officer will receive other compensation in excess of the limit during
1996. Therefore, the Committee did not take any action concerning the limit
during 1995. The Committee will continue to monitor this situation and will
take appropriate action if warranted in the future.
THE EXECUTIVE COMPENSATION COMMITTEE
Edward O. Gaylord, Chairman
John D. Curtin, Jr.
Fayez Sarofim
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Gaylord is Chairman of the Executive Compensation Committee. In 1989, the
Company became one of the limited partners of ChartCo Terminal, L.P.
("ChartCo") upon the formation thereof and made a capital contribution of
$1,000,000 to ChartCo. A company owned by Mr. Gaylord is the general partner of
ChartCo, which owns an interest in a fuel oil terminal in Houston, Texas. The
percentage interests of the partners in ChartCo are in proportion to their
respective capital contributions.
Fayez Sarofim & Co. acts as an investment advisor to the Company, the
Retirement Plan and other employee benefit plans maintained by the Company.
During fiscal 1995, Fayez Sarofim & Co. received approximately $220,727 for
such services. Fayez Sarofim, a member of the Executive Compensation Committee
and owner of more than 5% of the Common Stock, is Chairman of the Board,
President and owner of a majority of the outstanding capital stock of Fayez
Sarofim & Co.
13
<PAGE>
SECURITY OWNERSHIP
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information with respect to persons
known by the Company to be beneficial owners of 5% or more of the Common Stock
based upon reports filed by such persons with the Securities and Exchange
Commission. Unless otherwise indicated, these persons have sole voting and
investment power over the shares of Common Stock listed below.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF COMMON STOCK
--------------------
NUMBER OF PERCENTAGE
NAME SHARES OF CLASS
---- --------- ----------
<S> <C> <C>
Harris K. Weston(1)(2)(3)................................. 1,448,950 14.1%
Dinsmore & Shohl
1900 Chemed Center
255 East 5th Street
Cincinnati, Ohio 45202
Daniel K. Thorne(4) ...................................... 719,866 7.0%
P. O. Box 308
Georges Mills, New Hampshire 03751
Fayez Sarofim(5).......................................... 676,500 6.6%
Two Houston Center, Suite 2907
Houston, Texas 77010
I.H. Kempner, III(1)(5)(8)................................ 539,720 5.2%
P.O. Box 25
Sugar Land, Texas 77487-0025
Archer-Daniels-Midland Company............................ 532,800 5.1%
P.O. Box 1470
Decatur, Illinois 62525
United States National Bank(6)............................ 1,975,549 19.2%
P. O. Box 179
Galveston, Texas 77553
</TABLE>
14
<PAGE>
Security Ownership of Management
The following table sets forth certain information with respect to the
ownership of Common Stock as of June 1, 1995 of each director of the Company,
each of the named officers and all directors and executive officers of the
Company as a group. Unless otherwise indicated, the beneficial owners have sole
voting and investment power over the shares of Common Stock listed below.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF COMMON STOCK
--------------------
NUMBER OF PERCENTAGE
NAME SHARES OF CLASS
- ---- --------- ----------
<S> <C> <C>
A. M. Bartolo(5).......................................... 57,933 *
John D. Curtin, Jr........................................ 2,000 *
Edward O. Gaylord......................................... 24,000 *
Ann O. Hamilton(2)........................................ 307,593 3.0%
Robert C. Hanna(5)........................................ 28,202 *
Roger W. Hill(5).......................................... 49,007 *
Harris L. Kempner, Jr.(1)(7).............................. 431,723 4.2%
I. H. Kempner, III(1)(5)(8)............................... 539,720 5.2%
James C. Kempner(1)(5)(9)................................. 457,060 4.4%
H. E. Lentz............................................... 13,000 *
Robert L. K. Lynch(2)(5)(10).............................. 410,412 4.0%
Fayez Sarofim(5).......................................... 676,500 6.6%
Harry J. Smith(5)......................................... 8,750 *
Daniel K. Thorne(4)....................................... 719,866 7.0%
All directors and executive officers as a group (25
persons)(5)............................................... 3,075,547 29.9%
</TABLE>
- --------
* Percentage of shares of Common Stock beneficially owned does not exceed 1%
of the class.
(1) Includes 299,563 shares of Common Stock owned by the H. Kempner Trust
Association, over which I. H. Kempner, III, James C. Kempner, Harris L.
Kempner, Jr. and Harris K. Weston share voting power and investment power
as co-trustees with one other co-trustee.
(2) Includes 134,187 shares of Common Stock owned by the Harris and Eliza
Kempner Fund, a charitable foundation, as to which Ms. Hamilton and
Messrs. Lynch and Weston share voting power and investment power as co-
trustees along with other trustees.
(3) Includes 2,700 shares of Common Stock held by Mr. Weston's wife and 46,800
shares of Common Stock held by Mr. Weston's daughters. Mr. Weston
disclaims beneficial ownership as to such shares. Also includes 106,200
shares of Common Stock owned by Mr. Weston as trustee for three trusts for
the benefit of Mr. Weston's daughters and 396,000 shares of Common Stock
owned by Mr. Weston as trustee of three charitable annuity lead trusts, as
to all of which shares Mr. Weston disclaims beneficial ownership.
(4) Includes 327,142 shares of Common Stock owned by a testamentary trust as
to which Mr. Thorne is the sole beneficiary and a co-trustee. Also
includes 169,447 shares owned by the Alan Pryce-Jones Trust, to which Mr.
Thorne is a co-trustee and 875 shares owned by his wife to which Mr.
Thorne disclaims beneficial ownership.
(5) Includes shares subject to stock options exercisable within 60 days as
follows: Mr. Sarofim, 1,500; Mr. I H. Kempner, III, 58,425 shares; Mr.
Bartolo, 12,000 shares; Mr. Hanna, 22,000 shares; Mr. Hill, 39,475 shares;
Mr. James C. Kempner, 48,475 shares; Mr. Lynch, 750 shares; Mr. Smith,
8,750 shares and all directors and executive officers as a group, 243,402
shares.
15
<PAGE>
(6) Consists of 1,975,549 shares of Common Stock which United States National
Bank holds as trustee of various trusts for descendants of H. Kempner,
including the 188,891 shares listed in Note 10 but not including any
shares that are held in nominee form for others. United States National
Bank has sole voting power over 1,975,099 shares. The information given is
based on a Statement on Form 4 filed by the shareholder with the
Securities and Exchange Commission and other information furnished by the
shareholder.
(7) Includes 5,793 shares of Common Stock held by Mr. Kempner's spouse and
13,474 shares held by his children, as to which he shares voting and
investment power. Mr. Kempner disclaims beneficial ownership as to such
shares.
(8) Includes 4,443 shares of Common Stock held by Mr. Kempner's wife, as to
which Mr. Kempner disclaims beneficial ownership. Also includes 19,672
shares held by his four daughters as to which Mr. Kempner disclaims
beneficial ownership.
(9) Includes 6,750 shares of Common Stock owned by a trust of which Mr.
Kempner is a beneficiary.
(10) Includes 188,891 shares of Common Stock owned by a testamentary trust as
to which Mr. Lynch is the income beneficiary and has a power of
appointment. Mr. Lynch does not have voting or investment power with
respect to such shares. Also includes 45,367 shares of Common Stock held
by a revocable trust for the benefit of Mr. Lynch's sister to which Mr.
Lynch is co-trustee and shares voting and investment power with two other
co-trustees. Mr. Lynch disclaims beneficial ownership over the shares held
in trust for his sister.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors of the Company and beneficial owners of more than 10% of the Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission and the American Stock Exchange. Officers, directors
and greater than 10% shareholders are required to furnish the Company with
copies of all Section 16(a) forms they file.
Based on a review of Forms 3 and 4 and amendments thereto filed during fiscal
1995 and Forms 5 and amendments thereto, or written representations that no
Form 5s were required, the Company believes that during fiscal 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, with the exceptions
described below: Robert M. Armstrong, Director Emeritus, filed a Form 4 after
it was due. Daniel K. Thorne and The Alan Pryce Jones Trust, a family trust of
which Mr. Thorne is a trustee, each filed a Form 4 after the date the form was
due.
OTHER INFORMATION
In 1991, the Company entered into an interest rate swap with Lehman Brothers
Inc. which continues until October 1996. Mr. Lentz, who was elected a director
of the Company in December 1993, became a Managing Director of Lehman Brothers
Inc. in March 1993.
16
<PAGE>
INDEPENDENT AUDITORS
Deloitte & Touche LLP has served as auditors for the Company for the fiscal
year ended March 31, 1995. Neither such firm nor any of its associates has any
relationship with the Company except in their capacity as auditors. A
representative of Deloitte & Touche LLP is expected to attend the 1995 Annual
Meeting and be available to respond to appropriate questions raised during the
meeting by shareholders. Such representative will also have an opportunity to
make a statement during the meeting if he so desires.
The audit of the Company's financial statements for the 1995 fiscal year has
just been concluded, and there has not been sufficient time for the Audit
Committee to evaluate whether to retain Deloitte & Touche LLP as auditors for
the fiscal year ending March 31, 1996. Accordingly, the Board of Directors and
the Audit Committee have yet to select auditors for the Company for the 1996
fiscal year.
OTHER MATTERS
A copy of each of the Company's Annual Report to Shareholders and the
Company's Annual Report on Form 10-K, including financial statements for the
fiscal year ended March 31, 1995, accompany this Proxy Statement but are not a
part of the proxy soliciting material.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1996
Annual Meeting of Shareholders, and otherwise eligible, must be received by the
Company (at the address indicated on the first page of this Proxy Statement) no
later than February 16, 1996 to be eligible for inclusion in the Company's
proxy material relating to that meeting.
REGARDLESS OF THE NUMBER OF SHARES OWNED, IT IS IMPORTANT THAT THEY BE
REPRESENTED AT THE MEETING, AND YOU ARE RESPECTFULLY REQUESTED TO SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST CONVENIENCE.
By Order of the Board of Directors
William F. Schwer
Secretary
17
<PAGE>
- --------------------------------------------------------------------------------
/ /
Election of Directors Change of Address and/or comments
For /x/ Withheld /x/ Exceptions* /x/ mark here. /x/
*Exceptions ........................
....................................
To vote your shares for all Director
nominees, mark the "For" box. To withhold
voting for all nominees, mark the "Withheld"
box. If your do not wish your shares voted
"For" a particular nominee, mark the
"Exceptions" box and enter the exception(s)
in the space provided.
John D. Curtin, Jr., I.H. Kempner, III,
James C. Kempner and Daniel K. Thorne
Please sign exactly as name or
names appear on the proxy. If
stock is held jointly, each
holder should sign. If signing
as attorney, trustee, executor,
administrator, custodian,
guardian or corporate officer,
please give full title.
DATED: , 19
------------------ --
SIGNED
-------------------------
-------------------------
PLEASE SIGN, DATE AND RETURN THE PROXY CARD Votes MUST be indicated
PROMPTLY USING THE ENCLOSED ENVELOPE. (x) in Black or Blue ink. /x/
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPERIAL HOLLY CORPORATION
1995 ANNUAL MEETING OF SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints I.H. Kempner, III, James C. Kempner and
Roy E. Henderson, and each of them, with full power of substitution, the
attorneys and proxies of the undersigned to vote all of the shares of Common
Stock, without par value, of Imperial Holly Corporation (the "Company") that the
undersigned would be entitled to vote, with all powers that the undersigned
would possess if personally present, at the 1995 Annual Meeting of Shareholders
of Imperial Holly Corporation to be held on July 28, 1995 and at any adjournment
or postponement thereof, on the matters as designated herein and, in their
discretion, on such other matters as may properly come before the meeting or
adjournments thereof, all as set forth in the accompanying Proxy Statement.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE
REVERSE. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ELECTION AS
DIRECTORS OF ALL OF THE NOMINEES LISTED ON THE REVERSE. A majority (or if only
one, then that one) of the proxies or substitutes acting at the meeting, or at
any adjournment or postponement, may exercise the powers conferred by this
Proxy. Receipt of the Notice of Meeting and Proxy Statement is hereby
acknowledged. This Proxy revokes all prior proxies given by the undersigned.
(Continued, and to be signed and dated, on the reverse side).
IMPERIAL HOLLY CORPORATION
P.O. BOX 11513
NEW YORK, N.Y. 10203-0513
- --------------------------------------------------------------------------------
