<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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), or 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(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>
[LETTERHEAD OF IMPERIAL HOLLY CORPORATION APPEARS HERE]
June 14, 1996
Dear Fellow Shareholder:
This year the Annual Meeting of Shareholders will be held on Friday, July
26, 1996 at 11:00 a.m. at the Sugar Creek Country Club, 420 Sugar Creek
Boulevard, Sugar Land, Texas 77478. You are cordially invited to attend.
At the meeting, we will elect four directors; act upon a Nonemployee
Director Compensation Plan; act on a proposal to amend the Company's Stock
Incentive Plan; and act on the selection of auditors.
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,
/s/ I.H. KEMPNER, III
<PAGE>
IMPERIAL HOLLY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 26, 1996
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 26, 1996, at 11:00 a.m.,
for the following purposes:
(1) to elect four directors to serve for three-year terms until the 1999
Annual Meeting of Shareholders and until their successors are qualified;
(2) to consider and act upon a proposal to approve a Nonemployee Director
Compensation Plan;
(3) to consider and act upon a proposal to approve an amendment to the
Company's Stock Incentive Plan;
(4) to consider and act upon a proposal to ratify the appointment of the
firm Deloitte & Touche LLP, independent certified public accountants, as
auditors of the Company for its fiscal year ending March 31, 1997; and
(5) 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 3, 1996 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 14, 1996
<PAGE>
IMPERIAL HOLLY CORPORATION
ONE IMPERIAL SQUARE
SUGAR LAND, TEXAS 77478
PROXY STATEMENT
1996 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 1996 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 14, 1996.
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 as follows:
(a) for the election of the four directors named below;
(b) for approval of the Nonemployee Directors Compensation Plan;
(c) for approval of the proposal to amend the Company's Stock Incentive
Plan; and
(d) for ratification of the selection of Deloitte & Touche LLP as the
Company's independent auditors.
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.")
1
<PAGE>
Directors are elected by a plurality of votes cast. The affirmative vote of
the majority of the shares present and entitled to vote on the matter is
required for adoption of the proposals referred to in (b), (c) and (d).
Accordingly, abstentions applicable to shares represented at the meeting will
have the same effect as no votes, and broker non-votes will have no effect on
the outcome.
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 3, 1996, the record date for the
determination of shareholders entitled to vote at the meeting, the Company had
outstanding 10,315,070 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 1: 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 1996 Annual Meeting, the terms of
office of the Class II directors will extend until the Annual Meeting of
Shareholders in 1999 (and until their successors are qualified). The terms of
office of the Class III directors extend until the Annual Meeting of
Shareholders in 1997 and the terms of office of the Class I directors extend
until the Annual Meeting of Shareholders in 1998 (and, in each case, until
their successors are qualified). At the 1996 Annual Meeting, it is proposed to
elect A. M. Bartolo, Edward O. Gaylord, Roger W. Hill and Robert L. K. Lynch
as directors in Class II. All of the nominees are currently serving as
directors of the Company. Mr. Robert C. Hanna, a director of the Company since
1976, is not standing for re-election as a director. Mr. Hanna's term as a
Class II director will expire at the 1996 Annual Meeting.
NOMINEES
Set forth below is certain information concerning the four nominees for
election as directors at the 1996 Annual Meeting, including the business
experience of each during the past five years and the age of each nominee on
June 3, 1996.
A. M. BARTOLO, a director since 1970, joined the Company in 1958 and served
in various capacities until his retirement in 1994. At the time of his
retirement, Mr. Bartolo was Executive Vice President and Chief Operating
Officer of the Company and President of Imperial Sugar Company--a division of
the Company ("Imperial Sugar Company"). Mr. Bartolo is age 67. Mr. Bartolo is
currently a director in Class III. Should Mr. Bartolo not be elected as a
Class II director, he will continue to serve as a Class III director until the
Annual Meeting of Shareholders in 1997 and until his successor is qualified.
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 64, is also a director of Seneca Foods Corporation, Stant Corporation and
The Federal Reserve Bank of Dallas, Houston Branch.
2
<PAGE>
ROGER W. HILL was appointed a Managing Director of the Company in 1995, and
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 56, 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
been President and Chief Executive Officer of Yaga, Inc., a clothing
manufacturer, since September 1994. Mr. Lynch, age 46, has been in the real
estate restoration, development and management business since 1987 and has
been a member of the City Council of Galveston since 1990. Mr. Lynch is a
director of the United States National Bank, Galveston, Texas.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" A. M. BARTOLO, EDWARD D.
GAYLORD, ROGER W. HILL AND ROBERT L. K. LYNCH 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 1997 or 1998,
including the business experience of each during the past five years and the
age of each director on June l, 1996.
Directors in Class III
(Terms Expiring at the 1997 Annual Meeting of Shareholders)
ANN O. HAMILTON, a director of the Company since 1974, was with the World
Bank in Washington, D.C. from 1970 until her retirement on December 31, 1995.
Mrs. Hamilton, age 59, was Senior Adviser to the Vice President, South Asia
Region, from 1995 until her retirement. 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 56, is a director of
TNP Enterprises, Inc. and American Indemnity Financial Corporation and an
advisory director of Cullen/Frost Bankers, Inc.
H. E. LENTZ has been a director of the Company since 1993. Mr. Lentz, age
51, has been a Managing Director of Lehman Brothers Inc., an investment
banking firm, since 1993. Prior thereto, Mr. Lentz served as Vice Chairman of
Wasserstein Perella & Co. from 1988 to 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 67, is currently a director of Teledyne,
Inc., Argonaut Group, Unitrin, Inc., MESA, Inc. and the Exor Group, S.A.
3
<PAGE>
Directors in Class I
(Terms Expiring at the 1998 Annual Meeting of Shareholders)
JOHN D. CURTIN, JR. has been a director of the Company since 1993. Mr.
Curtin has been Chairman and Chief Executive Officer of Aearo Corporation
(formerly Cabot Safety Corporation), a worldwide manufacturer and supplier of
personal protection equipment, since May 1994 and was Executive Vice President
and a director of Cabot Corporation, a specialty chemicals and materials
company and manufacturer of carbon black, until July 1995. Mr. Curtin served
from 1989 to 1992 as Chief Financial Officer of Cabot Corporation. Mr. Curtin,
age 63, 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.
Mr. Kempner retired as an executive officer on January 1, 1996. 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 63, 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 1993. Mr. Kempner, age 56, is also the
Chief Financial Officer, a position he has held since he joined the Company in
1988. In 1994, Mr. Kempner was elected President of Imperial Sugar Company, a
position he had held previously. From 1988 to 1993, Mr. Kempner was an
Executive Vice President of the Company.
DANIEL K. THORNE was elected a director of the Company in 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 is age 44.
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 five standing committees: Executive,
Audit, Executive Compensation, Nominating 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.
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 1996 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 (with the exception of Mr. Sarofim,
who attended 25% of the meetings). The Board met four times during the 1996
fiscal year.
4
<PAGE>
Executive Committee
Members: I. H. Kempner, III (Chairman)
Edward O. Gaylord
Robert C. Hanna
James C. Kempner
The Executive Committee exercises the powers of the Board to manage the
Company between meetings of the Board. The Executive Committee did not meet
during the 1996 fiscal year.
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 1996 fiscal year, the Audit Committee met three times.
Executive Compensation Committee
Members: John D. Curtin, Jr. (Chairman)
Edward O. Gaylord
H. E. Lentz
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 three times during the 1996 fiscal year.
Nominating Committee
Members: Edward O. Gaylord (Chairman)
John D. Curtin, Jr.
H. E. Lentz
The Nominating Committee recommends to the Board persons to be proposed by
the Board for election as directors. The Nominating Committee is also
authorized to address director compensation issues and the terms of service of
directors. The Nominating Committee will consider nominees recommended by
shareholders. Shareholders may submit any such nomination to the Chairman of
the Nominating Committee in care of the Company at the address listed on the
first page of this Proxy Statement.
5
<PAGE>
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 did not meet during the 1996 fiscal year.
DIRECTOR REMUNERATION
Each director of the Company who is not an officer of the Company currently
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 currently 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.
The Board of Directors has approved a compensation plan for nonemployee
directors which if approved by the shareholders would replace annual cash
renumeration with shares of Common Stock. See "Approval of Nonemployee
Director Compensation Plan."
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 granted during the fiscal year ended March 31, 1996. Options
covering 1,500 shares of Common Stock were exercised during fiscal 1996 by Mr.
Sarofim.
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 (or the cash
equivalent thereof) 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 set forth the compensation of the chief
executive officer, the other four most highly compensated executive officers
during the 1996 fiscal year and Mr. I. H. Kempner, III, who retired as an
executive officer on January 1, 1996 (collectively, the "named officers"), for
services rendered in all capacities during fiscal years 1996, 1995 and 1994.
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........ 1996 $354,024 $ 0 $57,403 0 $ 0
President, Chief 1995 343,512 0 7,038 0 0
Executive Officer, 1994 313,008 7,000 13,243 50,000 0
Chief Financial
Officer and President,
Imperial Sugar Company
I. H. Kempner, III ..... 1996 208,980 0 71,697 0 3,812
Chairman of the 1995 278,640 0 25,703 0 3,812
Board of Directors 1994 305,277 7,000 23,016 50,000 3,812
Roger W. Hill........... 1996 284,448 0 58,140 0 0
Managing Director, Ex- 1995 273,936 0 45,552 0 0
ecutive Vice President 1994 270,432 7,000 49,081 10,000 0
and President, Holly
Sugar Corporation
Peter C. Carrothers..... 1996 166,800 8,340 28,051 20,000 0
Managing Director and 1995 135,639 0 12,337 15,000 0
Senior Vice President,
Operations (5)
William F. Schwer....... 1996 175,008 8,750 24,954 28,000 0
Managing Director, 1995 155,994 0 5,872 0 0
Senior Vice President, 1994 140,432 2,000 6,641 7,000 0
Secretary and
General Counsel
Roy F. Silva ........... 1996 158,400 7,920 0 8,000 0
Vice President, 1995 150,816 0 0 0 0
Product Development 1994 150,816 0 0 2,000 0
</TABLE>
- --------
(1) Bonuses paid in fiscal 1996 were pursuant to the Company's Performance
Incentive Plan; awards in prior years are non-performance-based
discretionary bonuses.
(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.
James C. Kempner's fiscal year 1996 other annual compensation included an
$8,361 payment for taxes due on perquisites, an $8,370 automobile
allowance, a $23,465 disability insurance policy premium and $13,525 for a
bargain vehicle purchase. Mr. I. H. Kempner, III's fiscal year 1996 other
annual compensation included vacation pay of $22,103, a $12,277 payment
for taxes due on perquisites, an $11,888 automobile allowance, a $6,895
disability insurance premium and $13,525 for a bargain vehicle purchase.
Mr. I. H. Kempner, III's fiscal year 1995 other annual compensation
included a $14,540 payment for taxes due on perquisites and a $5,904
monetary service award. Mr. Hill's fiscal 1996 other annual compensation
included $10,940 in vacation pay, a $5,325 payment for taxes due on
perquisites, a $23,355 disability insurance premium and $13,525 for a
bargain vehicle purchase. 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. Mr. Carrothers' fiscal year 1996
other annual compensation included a $4,804 payment for taxes due on
perquisites, a $2,806 disability insurance premium, a $7,500 automobile
allowance and a moving allowance of $11,142. Mr. Carrothers' fiscal 1995
other annual compensation included a $6,000 automobile allowance and a
$4,248 moving allowance. Mr. Schwer's fiscal year 1996 other annual
compensation included $2,019 in vacation pay, a $3,196 payment for taxes
on perquisites, a $2,753 automobile allowance and $13,525 for a bargain
vehicle purchase.
(3) No options granted include SARs.
(4) Represents split dollar life insurance premiums. The Company has a
collateral interest in each policy in an amount equal to approximately
three times the annual premium.
(5) Mr. Carrothers joined the Company in May 1994.
7
<PAGE>
Information Concerning Stock Options
The following table reflects information with respect to stock options
granted by the Executive Compensation Committee to the named officers during
fiscal 1996 as indicated in the Summary Compensation Table. All options listed
in the table below have an exercise price equal to the fair market value per
share of Common Stock on the date of grant. The options provide that the
optionee may satisfy the exercise price with cash or shares of Common Stock
owned by the optionee. Income tax withholding obligations may be satisfied by
having the Company withhold shares of Common Stock issuable upon exercise.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------
POTENTIAL
PERCENT REALIZABLE VALUE
NUMBER OF OF TOTAL AT ASSUMED ANNUAL
SECURITIES OPTIONS/SARS RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION
OPTIONS/SARS EMPLOYEES OR BASE FOR OPTION TERM(2)
GRANTED IN FISCAL PRICE EXPIRATION -------------------
NAME (NUMBER)(1) YEAR ($/SHARE) DATE 5%($) 10%($)
- ---- ------------ ------------ --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
James C. Kempner........ 0 0 0 0 0 0
I. H. Kempner, III...... 0 0 0 0 0 0
Roger W. Hill........... 0 0 0 0 0 0
Peter C. Carrothers..... 20,000 21.3% $7.7813 10/27/2005 $143,513 $311,362
William F. Schwer....... 28,000 29.8% 7.7813 10/27/2005 200,918 435,907
Roy F. Silva............ 8,000 8.5% 7.7813 10/27/2005 57,405 124,545
</TABLE>
- --------
(1)Options granted are non-qualified and vest in four equal annual increments
beginning October 27, 1996.
(2) These amounts represent certain assumed rates of appreciation only and are
purely theoretical. Actual gains, if any, on stock option exercises are
dependent on future performance of the stock. There can be no assurance
that the amounts reflected in this table will be achieved.
The following table sets forth certain information with respect to
unexercised options held at March 31, 1996. No options were exercised by the
named officers during fiscal 1996.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-
OPTIONS/SARS AT MARCH 31, MONEY OPTIONS/SARS AT
1996 (NUMBER) MARCH 31, 1996(2)
---------------------------- -------------------------
NAME EXERCISABLE(1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James C. Kempner......... 59,975 27,000 $ 95,000 $21,938
I. H. Kempner, III....... 69,925 27,000 107,069 21,938
Roger W. Hill............ 41,975 5,000 80,375 4,063
Peter C. Carrothers...... 7,500 27,500 5,156 39,530
William F. Schwer........ 11,250 31,500 2,844 50,967
Roy F. Silva............. 1,000 9,000 813 14,562
</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; and 7,750 for Mr.
Schwer.
(2) Calculated based upon the March 31, 1996 average of the high and low
market price per share of $9.50 (as reported by the American Stock
Exchange) less the exercise price per share, times the number of shares.
8
<PAGE>
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 except Mr. Silva) to supplement the
benefits payable under the Retirement Plan to the extent that 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.
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.
TOTAL ANNUAL BENEFIT AMOUNT
<TABLE>
<CAPTION>
FINAL YEARS OF SERVICE
AVERAGE -----------------------------------------------------------
COMPENSATION 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
</TABLE>
Compensation under the Retirement Plan is defined as taxable earnings,
including salary, bonus and other annual compensation reported in the Summary
Compensation Table above, 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/termination 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 service as of March 31, 1996 for the named officers are as
follows: Mr. James C. Kempner (8), Mr. Hill (33), Mr. Carrothers (1), Mr.
Schwer (7) and Mr. Silva (3). Mr. I. H. Kempner, III's years of service were
fixed at 32 upon his retirement. Due to certain years of service prior to
January 1, 1989, benefits derived from the above table slightly overstate
benefits for Mr. James C. Kempner and Mr. Hill.
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 table 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>
In connection with his retirement in January 1996, the Company paid Mr. I.
H. Kempner, III, $924,628 in January 1996 under the Benefit Restoration Plan.
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 and Mr. Silva) 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). The Salary
Continuation Plan allows 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. 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, $157,731 for Mr. Carrothers and $598,349 for Mr. Schwer.
Employment Agreements and Related Arrangements
The Company has Employment Agreements expiring in July 1998 with each of
Messrs. James C. Kempner, Hill and Schwer. 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 officers had been terminated as of March 31,
1996, payments under the Employment Agreements would have been $769,024 for
Mr. James C. Kempner, $617,889 for Mr. Hill and $380,159 for Mr. Schwer.
The Company has Change of Control Agreements with six of its executive
officers, including Mr. Carrothers and Mr. Silva. The Change of Control
Agreements provide that in the event of an involuntary termination of
employment (as defined) during the period commencing on the effective date of
a change in control (as defined) and ending one year after that date, the
Employee shall be entitled to receive, within 30 days after the Employee's
involuntary termination of employment, a lump-sum payment equal to three times
the Employee's base amount (defined under Section 280G of the Code) minus
$1.00. If a change in control had occurred and if there was an involuntary
termination of employment at March 31, 1996, the amounts due under the Change
of Control Agreements would have been $453,600 for Mr. Carrothers and $460,000
for Mr. Silva.
The Company has Severance Pay Agreements with Messrs. James C. Kempner, Hill
and Schwer and another executive officer. 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
10
<PAGE>
termination of employment. If a change in control had occurred and if the
service of the named officers had been terminated as of March 31, 1996 under
the conditions described above, the amounts due under the Severance Pay
Agreements would have been $59,004 for Mr. James C. Kempner, $195,558 for Mr.
Hill and $25,522 for Mr. Schwer.
The Company has understandings with Mr. I. H. Kempner, III providing that
Mr. Kempner will provide consulting services to the Company concerning sugar
industry related matters and that for such services the Company will pay Mr.
Kempner a monthly retainer of $3,500 and a per diem amount for each day of
travel on Company business. These arrangements expire on December 31, 1996.
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 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.
11
<PAGE>
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
ended March 31. The graph assumes that the value of the investment in the
Common Stock and each index was $1.00 at March 31, 1991 and that all dividends
were reinvested on a quarterly basis.
<TABLE>
<CAPTION>
IHK S & P 500 S & P FOOD
----- --------- ----------
<S> <C> <C> <C>
1991 $1.00 $1.00 $1.00
1992 $0.90 $1.08 $1.07
1993 $0.96 $1.20 $1.14
1994 $0.70 $1.19 $1.03
1995 $0.71 $1.33 $1.22
1996 $0.71 $1.72 $1.48
</TABLE>
12
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Executive Compensation Program
The Executive Compensation Committee of the Board of Directors of Imperial
Holly Corporation (the "Committee") bears the responsibility for decisions
pertaining to compensation matters of the Company's Chief Executive Officer
and the officers of the Corporation. Decisions in these areas are presented to
the full Board of Directors for review and, where appropriate, formal
adoption. The Committee also serves in an advisory capacity for the non-
executive positions to review the strategy behind, and the potential values
of, the incentive plans for the Company.
Actual individual awards and changes in remuneration to the individual
executives are determined by the Committee. The Chief Executive Officer works
with the Committee in the design of the plans and makes recommendations to the
Committee regarding the salaries and bonuses of his direct reports. Grants or
awards of stock, including stock options, are individually determined and
administered by the Committee.
Executive Compensation Programs Overview
The Committee believes that the elements of executive compensation, namely,
base salaries, annual bonus and long-term incentives via stock-based programs,
should reflect Company compensation philosophy as follows:
Base salaries: Base salaries should be competitive, and for the group on the
average, representative of market average norms for similarly capitalized food
product and ingredient companies. This practice is reviewed at least
biennially by competitive assessment of base pay norms for similar functioning
positions in similarly sized firms conducted by an independent compensation
consultant retained by the Company.
Annual incentive: Bonus values are geared to provide competitive or market
average total cash compensation (base salary plus bonus) levels when the
Company meets its short-term financial objectives. The bonus is computed as
the product of a formula-driven amount based on Company financial performance
and a factor based on the executive's individual performance in reaching
strategic objectives. The formula amount depends on the Company's earnings
before interest and taxes, above a pre-established threshold, while the other
factor is based on the Committee's subjective assessment of the individual's
performance measured against strategic objectives. The process for measuring
the performance and calculating the incentives is reviewed and approved in
advance of the fiscal year by the Committee.
Three of the named officers received Performance Incentive Plan bonuses in
fiscal 1996 for strategic accomplishments by them.
In the later part of calendar year 1995, the Committee reviewed, using an
outside compensation consulting firm, its executive base salary and bonus
practices. Salaries and bonus opportunities were reviewed for the executive
officers along with stock option plan participation levels. It was determined
that findings would be implemented over time as Company financial performance
improved. In a forward looking strategy, the fundamentals and the award
potential of the Company's Performance Incentive Plan were modified to be more
consistent with the Company's short-term and interim financial objectives and
practices in the market. Specific performance objectives were established for
earnings before interest and taxes, and the range of potential bonus awards
payable under the plan was approved by the Committee in October 1995.
13
<PAGE>
Long-term compensation: The Company's plans have centered primarily on the
use of non-qualified stock options. The Board of Directors has proposed to the
shareholders an amendment to increase the number of shares available for
options by 250,000 shares to provide a base for issuing long-term awards in
the future. Except for the supplementary allocations approved in fiscal year
1995 and fiscal year 1996, the last general grant of options under the
Company's executive stock plan was in fiscal year 1994.
Going into the next five or more year period during which the future long-
term incentives will vest, the Company expects that its long-term compensation
plans will fulfill several objectives. The primary purpose is to align the
executives' interests with those of the shareholders of the Company. Secondly,
the plans will have the ability for potentially significant values that are
subject to loss upon early termination, thus functioning as both a retention
and motivational tool. Third, with a more strategic focus on the options in
the future, the Company has the ability to create awards that can leverage the
value of the awards based upon stock price performance and longer-term
financial performance.
With these objectives driving compensation strategy into the next five or
more year period, the Committee feels that the values derived from these plans
should accurately reflect the future performance of the Company and be
consistent with shareholder return.
Compensation of the Chief Executive Officer
The Committee develops and administers the compensation program for the
Chief Executive Officer consistent with that of the other executive officers.
While it has been the practice of the Company to maintain salaries consistent
with the market, no increases were awarded the Chief Executive Officer in
fiscal year 1996, nor was a bonus paid. The fiscal year 1997 Performance
Incentive Plan for the Chief Executive Officer is developed to deliver market
competitive total cash if the Company achieves its earnings objectives for
fiscal year 1997. Earnings objectives are a modified EBIT (earnings before
interest and tax), and superior performance by the Company can create an award
at levels up to the seventy-fifth percentile of practices in the market.
No stock options were granted to Mr. Kempner in fiscal 1996, but options are
contemplated for fiscal 1997 that will, as with the other executives, provide
a competitive total compensation plan consistent with Company and stock price
performance.
Additional Stock to the Company's Long-Term Incentive Plan
This Proxy Statement includes a proposal to authorize an additional 250,000
shares of stock for issuance under the Company's Stock Incentive Plan. These
additional shares will provide shares to continue the planned option
issuances.
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 1997. Therefore, the Committee did not take any action concerning the
limit during 1996. The Committee will continue to monitor this situation and
will take appropriate action if warranted in the future.
THE EXECUTIVE COMPENSATION COMMITTEE
John D. Curtin, Jr., Chairman
Edward O. Gaylord
H. E. Lentz
14
<PAGE>
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.
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. In 1996, Mr. Lentz became a member of the Executive
Compensation Committee.
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)(3).................................... 1,347,563 13.1%
Dinsmore & Shohl
1900 Chemed Center
255 East 5th Street
Cincinnati, Ohio 45202
Daniel K. Thorne(4) ...................................... 758,569 7.4%
P. O. Box 308
Georges Mills, New Hampshire 03751
Fayez Sarofim(5).......................................... 676,500 6.6%
Two Houston Center, Suite 2907
Houston, Texas 77010
Archer-Daniels-Midland Company............................ 653,100 6.3%
P.O. Box 1470
Decatur, Illinois 62525
I. H. Kempner, III(1)(5)(8)............................... 566,350 5.5%
P.O. Box 25
Sugar Land, Texas 77487-0025
United States National Bank(6)............................ 1,934,035 18.7%
P. O. Box 179
Galveston, Texas 77553
</TABLE>
15
<PAGE>
Security Ownership of Management
The following table sets forth certain information with respect to the
ownership of Common Stock as of June 3, 1996 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 PERCENTAGE
NAME OF SHARES OF CLASS
- ---- --------- ----------
<S> <C> <C>
A. M. Bartolo(5).......................................... 40,689 *
Peter C. Carrothers(5).................................... 9,370 *
John D. Curtin, Jr.(5).................................... 3,500 *
Edward O. Gaylord......................................... 12,000 *
Ann O. Hamilton(2)........................................ 307,593 3.0%
Robert C. Hanna(5)........................................ 28,202 *
Roger W. Hill(5).......................................... 51,508 *
Harris L. Kempner, Jr.(1)(7).............................. 452,302 4.4%
I. H. Kempner, III(1)(5)(8)............................... 566,350 5.5%
James C. Kempner(1)(5)(9)................................. 503,130 4.9%
H. E. Lentz............................................... 13,000 *
Robert L. K. Lynch(2)(10)................................. 409,662 4.0%
Fayez Sarofim............................................. 676,500 6.6%
Roy F. Silva(5)........................................... 1,000 *
William F. Schwer(5)...................................... 14,568 *
Daniel K. Thorne(4)....................................... 758,569 7.4%
All directors and executive officers as a group (21
persons)(5)............................................... 3,090,118 30.0%
</TABLE>
- --------
*Percentage of shares of Common Stock beneficially owned does not exceed 1%
of the class.
(1) Includes 332,363 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 Mr.
Lynch 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 two 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 166,947 shares owned by the Alan Pryce-Jones Trust, of which Mr.
Thorne is a co-trustee, and 875 shares owned by his wife of which Mr.
Thorne disclaims beneficial ownership.
16
<PAGE>
(5) Includes shares subject to stock options exercisable within 60 days as
follows: Mr. I. H. Kempner, III, 69,925 shares; Mr. Bartolo, 12,000
shares; Mr. Curtin, 1,500 shares; Mr. Hanna, 22,000 shares; Mr. Hill,
41,975 shares; Mr. James C. Kempner, 59,975 shares; Mr. Schwer, 11,250
shares; Mr. Carrothers, 7,500 shares; Mr. Silva, 1,000 shares; and all
directors and executive officers as a group, 259,457 shares.
(6) Includes 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 voting
power over 1,933,585 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 6,420 shares of Common Stock held by Mr. Kempner's wife, 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.
(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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 Forms 5 were required, the Company believes that during fiscal 1996,
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: 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
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 1996, Fayez Sarofim & Co. received approximately $198,000 for
such services. Fayez Sarofim, a director 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.
17
<PAGE>
PROPOSAL 2: APPROVAL OF NONEMPLOYEE DIRECTOR COMPENSATION PLAN
On January 26, 1996, the Board of Directors of the Company approved a
Nonemployee Director Compensation Plan (the "Plan") and determined that the
Plan should be submitted to the shareholders for their consideration. The Plan
is designed to replace the annual cash retainer for directors with stock and
to facilitate director ownership of Common Stock. A copy of the Plan is
attached to this Proxy Statement as Annex A.
Under the Plan, members of the Board of Directors of the Company who are not
employees of the Company are compensated for their annual retainer in the form
of shares of Common Stock of the Company instead of in cash. These shares are
subject to restrictions on sale or other transfer, and cannot be sold or
transferred until the earliest of a director's death, disability, cessation of
status as a director or the occurrence of a change in control of the Company
(as defined in the Plan). Committee and director meeting fees are not paid in
the form of shares of Common Stock under the Plan, but will continue to be
paid in cash.
The number of shares awarded to each eligible director on each annual
election of directors of any class is equal to (i) 167% of the otherwise
applicable cash annual retainer payable to such director, divided by (ii) the
fair market value of the Common Stock on the date of such annual election. The
award of shares does not constitute any agreement or understanding that the
Company will retain a director for any period of time, or at any particular
rate of compensation.
The number of shares authorized under this Plan is 500,000, and the Plan
will continue in existence until all shares authorized under the Plan have
been awarded or the Plan is otherwise terminated. This number is subject to
proportionate adjustment in the event of a stock dividend, stock split,
recapitalization or combination of the Common Stock.
The Plan may be amended by the Board of Directors, except that (i) no
amendment shall be effective prior to approval by the Company's shareholders
to the extent such approval is then required pursuant to Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended, in order to
preserve the applicability of any exemption provided by such rule to awards of
Common Stock under the Plan (except with the consent of the directors to whom
the award would be made) or to the extent shareholder approval is otherwise
required by applicable legal requirements, and (ii) the Plan shall not be
amended more than one every six months to the extent such limitation is then
required pursuant to Rule 16b-3 in order to preserve the applicability of any
exemption provided by such rule to awards of Common Stock under the Plan. The
Securities and Exchange Commission has recently adopted rules (that are not
yet effective) that would generally eliminate the requirement of Rule 16b-3
for shareholder approval of amendents to compensation plans.
Approval of the Nonemployee Director Compensation Plan will acquire the
affirmative vote of a majority of the shares of Common Stock entitled to vote
on the matter. Accordingly, abstentions will have the same effect as no votes,
and broker non-votes applicable to shares represented at the meeting will have
no effect. The persons named on the accompanying proxy will vote in accordance
with the choice specified thereon, or, if no choice is properly indicated, in
favor of the approval of the Nonemployee Director Compensation Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE NONEMPLOYEE
DIRECTOR COMPENSATION PLAN.
18
<PAGE>
PROPOSAL 3: AMENDMENT TO THE STOCK INCENTIVE PLAN
EXISTING STOCK INCENTIVE PLAN
In 1988, the shareholders of the Company approved the adoption of the
Imperial Holly Corporation Stock Incentive Plan, which provides for the
granting to certain officers and key employees of the Company and its
participating subsidiaries (approximately 50 participants at June 3, 1996) of
incentive awards in the form of stock options, stock appreciation rights
("SARs") and restricted stock. In 1993, the shareholders approved an amendment
to the plan which provided for issuance of performance shares and performance
units (as amended, the "Stock Incentive Plan"). The Executive Compensation
Committee of the Board of Directors has discretion to select the employees to
be granted awards, to determine the type, size and terms of such awards, to
determine the time when awards will be granted and to prescribe the form of
the instruments evidencing awards made under the Stock Incentive Plan.
Options are rights to purchase a specified number of shares of Common Stock
at a price not less than the fair market value of the shares of Common Stock
at the time the option is granted, with cash or other shares of Common Stock
owned by the optionee or both. Options are exercisable at such time and upon
such terms as are determined by the Executive Compensation Committee and
expire no later than ten years after the date they were granted. Options may
constitute either incentive stock options within the meaning of Section 422 of
the Code or nonqualified options. SARs are rights to receive, without payment
to the Company, cash or shares of Common Stock or both in lieu of the purchase
of shares of Common Stock under the related stock options to which the SARs
are attached. A restricted stock award is an award of shares of Common Stock
that may be subject to a restriction against transfer as well as a repurchase
option exercisable by the Company upon the termination of the participant's
employment during a period set by the Executive Compensation Committee. During
such period, the employee generally has the right to vote and receive
dividends on the shares covered by the restricted stock awards.
Performance shares are contingent awards of Common Stock based upon Company
performance over a period of not less than three years (a "Performance
Period") relative to objective performance criteria (such as return on equity
or capital or any other financial measures) ("Performance Objectives")
established by the Executive Compensation Committee at the time of grant.
Performance units are contingent awards (expressed in a stated dollar amount
or a formula) that may be earned based on Company performance over a
Performance Period relative to Performance Objectives established at the time
of grant. Performance shares and performance units may be paid in cash or
Common Stock. The Executive Compensation Committee determines at the time of
grant the portion of a grant of performance shares or performance units that
may be payable if the Company achieves intermediate levels of the Performance
Objectives.
The Stock Incentive Plan currently provides for the issuance of up to a
total of 812,500 shares of the Company's Common Stock. No awards may be made
under the Stock Incentive Plan after April 29, 2003. Awards under the Stock
Incentive Plan are subject to adjustment in the event of a stock dividend,
stock split, recapitalization or combination of the Common Stock. In the event
of certain mergers, consolidations, plans of exchange or other reorganizations
of the Company, outstanding awards under the Stock Incentive Plan are subject
to adjustment to reflect the terms of such transaction. In addition, upon the
dissolution or liquidation of the Company or upon any merger or consolidation
of the Company in which the Company is not the surviving corporation, all
awards under the Stock Incentive Plan will become fully vested.
Awards under the Stock Incentive Plan are not transferable except by will
and by the laws of descent and distribution. Except when a participant's
employment terminates as a result of death, disability or retirement
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under an approved retirement plan, an option may be exercised only if the
participant is an officer, employee or director of the Company or a subsidiary
at the time of exercise. An option may also be exercised within one year after
the death of a participant or within three months after termination of
employment as a result of disability or retirement under an approved
retirement plan, but only to the extent exercisable at death or termination of
employment and only if the term of the option has not previously expired. The
Stock Incentive Plan allows for the satisfaction of a participant's tax
withholding in respect of an award by the withholding of shares of Common
Stock issuable pursuant to the award or the delivery by the participant of
previously owned shares of Common Stock, in either case valued at the fair
market value thereof. On June 3 1996, the last reported sales price of the
Common Stock on the American Stock Exchange was $11 7/8 per share.
The Stock Incentive Plan may be amended by the Board of Directors, except
that no amendment that increases the number of shares of Common Stock subject
to the Stock Incentive Plan may be made without shareholder approval, and no
amendment that adversely affects any right of a participant with respect to
any award previously granted may be made without the consent of the
participant.
PROPOSED AMENDMENTS
As noted above, the Stock Incentive Plan currently provides for the issuance
of up to 812,500 shares of Common Stock. As of June 3, 1996, a total of
197,196 shares had been issued under the Stock Incentive Plan and options to
purchase an additional 538,589 shares were outstanding, leaving only 76,715
shares available for future awards. On April 26, 1996, the Board of Directors
approved a proposed amendment to the Stock Incentive Plan that would increase
the number of shares of Common Stock subject to the plan by 250,000. The
Company believes the amendment will enable the Stock Incentive Plan to
continue to advance the interests of the Company and its shareholders by
providing deferred stock incentives to key employees.
The amount and type of awards to be granted in the future to the named
officers, to all executive officers as a group and to all other employees are
not currently determinable. The Stock Incentive Plan does not permit the grant
of awards to directors who are not employees.
Approval of the amendment to the Stock Incentive Plan will require the
affirmative vote of a majority of the shares of Common Stock present and
entitled to vote on the matter. Accordingly, abstentions will have the same
effect as no votes, and broker non-votes applicable to shares represented at
the meeting will have no effect. The persons named on the accompanying proxy
will vote in accordance with the choice specified thereon, or, if no choice is
properly indicated, in favor of the approval of the amendments to the Stock
Incentive Plan.
CERTAIN TAX CONSEQUENCES
Options granted under the Stock Incentive Plan may constitute either
"incentive stock options" within the meaning of Section 422 of the Code or
non-qualified options. In certain instances, the tax treatment under the Code
of stock options qualifying as incentive stock options is more favorable to
employees than the tax treatment accorded non-qualified options. Generally,
upon the exercise of an incentive stock option, the optionee will recognize no
income for federal income tax purposes. The difference between the exercise
price of the incentive stock option and the fair market value of the Common
Stock at the time of purchase is, however, an adjustment to alternative
minimum taxable income that may require payment of an alternative minimum tax.
On the sale of the shares acquired by exercise of an incentive stock option
(assuming that the sale does not occur within two years from the date of grant
of the option or within one year from the date of exercise), any gain will be
taxed to the optionee as long-term capital gain. The Company will not be
entitled to a tax deduction upon the grant or
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exercise of an incentive stock option, except to the extent an optionee
recognizes ordinary income as a result of the disposition of the shares prior
to the expiration of the required holding period.
Upon the exercise of a non-qualified option, the optionee recognizes taxable
income (subject to withholding) in an amount equal to the difference between
the fair market value on the date of exercise of the Common Stock purchased
and the exercise price. Upon any sale of shares acquired upon exercise of a
non-qualified option, any difference between the sales price and the fair
market value of the shares on the date of exercise of the non-qualified option
will be treated generally as capital gain or loss. Upon the exercise of a non-
qualified option, the Company is entitled to a deduction for federal income
tax purposes in an amount equal to the income recognized by the employee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE STOCK INCENTIVE PLAN.
PROPOSAL 4: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
approved and recommended the appointment of Deloitte & Touche LLP, independent
certified public accountants, as auditors of the Company's financial
statements for the year ending March 31, 1997. Deloitte & Touche LLP has
served as auditors for the Company for over 25 years. 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 1996
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 BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING MARCH 31, 1997.
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, 1996, accompany this Proxy Statement but are not a
part of the proxy soliciting material.
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SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1997
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 14, 1997 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
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ANNEX A
IMPERIAL HOLLY CORPORATION
NONEMPLOYEE DIRECTOR COMPENSATION PLAN
1. Purpose
The purpose of this Nonemployee Director Compensation Plan (the "Plan") of
Imperial Holly Corporation (the "Company") is to promote ownership in the
Company by outside directors of the Company whose services are considered
essential to the Company's continued progress and thus to provide them with a
further incentive to continue to serve as directors of the Company. The Plan
is also intended to assist the Company through utilization of the benefits
provided by the Plan to attract and retain experienced and qualified
candidates to fill vacancies in the Board of Directors (the "Board") which may
occur from time to time. All awards under this Plan are subject to approval of
the Plan by the affirmative votes of the holders of a majority of the
outstanding shares of the Company's Common Stock, present or represented and
entitled to vote at the 1996 annual meeting of the Company's shareholders;
provided that, if such approval is not obtained at the 1996 annual meeting of
the Company's shareholders, this Plan shall terminate and cease to be of any
further force or effect.
2. Participation in the Plan
The Directors of the Company who are not employees of the Company or any
affiliate of the Company, including, without limitation, the Chairman of the
Board ("Eligible Directors"), shall be eligible to participate in the Plan;
provided, however, that the recipient of an award must be serving as an
Eligible Director on the date the award is granted.
3. Stock Subject to the Plan
The stock subject to the Plan initially shall consist of 500,000 shares of
authorized and unissued Common Stock, without par value, of the Company
("Common Stock").
4. Stock Awards
On July 26, 1996, and on each subsequent annual election of Directors each
year during the term of this Plan (the "Award Date"), each Eligible Director
shall be issued a number of shares of Common Stock equal to (i) 167% of the
otherwise applicable cash annual retainer payable to such Director, divided by
(ii) the Fair Market Value of the Common Stock on such Award Date, rounded to
the nearest whole share. Common Stock will not be awarded under this Plan for
committee or Director meeting fees. For purposes of this Plan, the "Fair
Market Value" of a share on a particular date shall be deemed to be the mean
between the highest and lowest sales price per share of Common Stock on the
American Stock Exchange or, in the discretion of the Board, any other national
stock exchange or transaction reporting system on which Common Stock is listed
or quoted, or if Common Stock is not listed or quoted on any national stock
exchange or transaction reporting system, the mean between the highest closing
bid and lowest closing asked price for Common Stock as reported by the
National Association of Securities Dealers NASDAQ System, or if not reported
by such system, the mean between the closing bid and asked price as quoted by
such quotation source as shall be designated by the Board on that date. If
there shall have been no sale on the date in question, Fair Market Value shall
be determined by reference to the last preceding date on which such a sale or
sales were so reported.
A stock certificate evidencing such shares shall be issued by the Company to
the Eligible Director as soon as practicable after determination of the Fair
Market Value on the Award Date, and such shares, when issued, shall be duly
authorized, validly issued, fully paid and nonassessable.
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5. Stock Restrictions
Shares of Common Stock issued to an Eligible Director in accordance with the
Plan may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of, until the earliest of the Eligible Director's death,
disability or cessation of status as a Director or the occurrence of a Change
in Control (as defined below) of the Company. Certificates for shares of
Common Stock issued pursuant to the Plan shall bear an appropriate legend
referring to the restriction. Any attempt to dispose of any such shares of
Common Stock in contravention of the foregoing restriction shall be null and
void and without effect. For purposes of this Paragraph 5, a "Change in
Control" shall be deemed to have occurred if any of the following shall have
taken place: (i) a change in control is reported by the Company in response to
either Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Item 1 of
Form 8-K promulgated under the Exchange Act; (ii) any "person" (as such term
is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then-outstanding securities; or (iii)
following the election or removal of directors, a majority of the Board of
Directors consists of individuals who were not members of the Board of
Directors two years before such election or removal, unless the election of
each director who was not a director at the beginning of such two-year period
has been approved in advance by directors representing at least a majority of
the directors then in office who were directors at the beginning of the two-
year period.
6. Assignment
The rights and benefits of an Eligible Director under this Plan may not be
assigned, and any attempted assignment of such rights and benefits shall be
null and void.
7. Limitation of Rights
A. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting
of an award nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or
implied, that the Company will retain an Eligible Director for any
period of time, or at any particular rate of compensation.
B. SHAREHOLDER'S RIGHTS. An Eligible Director shall have no rights as a
shareholder until the date of the issuance to the Eligible Director of a
stock certificate for the Common Stock awarded under the terms of the
Plan, and no adjustment will be made for dividends or other rights for
which the record date is prior to the date of such issuance.
8. Changes in Present Stock
A. CORPORATE ACTS. The existence of this Plan shall not affect in any
manner the right or power of the Company or its shareholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the capital stock of the Company or its business or any
merger or consolidation of the Company, or any issues of bonds,
debentures, preferred or prior preference stock (whether or not such
issue is prior to, on a parity with, or junior to the Common Stock) or
the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act
or proceeding of any kind, whether or not of a character similar to that
of the acts or proceedings enumerated above.
A-2
<PAGE>
B. ADJUSTMENTS. In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend payable
in shares of Common Stock or capital reorganization or reclassification
or other transaction involving an increase or reduction in the number of
outstanding shares of Common Stock, then the number of shares of Common
Stock reserved under this Plan and subject to future awards of Common
Stock shall be proportionately adjusted to reflect such transaction.
Such adjustment to the number of shares of Common Stock shall reflect
the proportional adjustment to the number of shares of Common Stock (or
such other capital stock as may be issued in a reclassification) that a
shareholder who owned an equivalent number of shares immediately before
the happening of any of the events described in the preceding sentence
would have owned or been entitled to receive after the happening of any
of such events. In the event of any consolidation or merger of the
Company with another corporation or entity or the adoption by the
Company of a plan of exchange affecting the Common Stock or any
distribution to holders of Common Stock of securities or property (other
than cash dividends or dividends payable in Common Stock), the Board
shall make such adjustments as it may deem equitable, including
adjustments to avoid fractional shares, to give proper effect to such
event; provided that such adjustments shall only be such as are
necessary to maintain the proportionate interest of the Eligible
Directors.
9. Effective Date and Duration of the Plan
The Plan shall take effect upon approval by the shareholders of the Company
at the 1996 annual meeting of shareholders. The Plan shall terminate when all
Common Stock subject to the Plan is awarded (unless earlier discontinued by
the Board). If, on a date on which Common Stock would normally be awarded,
there is not a sufficient number of shares available to grant each person
otherwise eligible to receive an award on that date the full number of shares
to which he or she would normally be entitled, shares shall be prorated among
Eligible Directors according to the number of shares available on such date of
grant. Such Eligible Directors shall be deemed to have received the full
amount due to them in Common Stock on such date of grant; provided, however
that the balance of any annual retainer fee shall be paid in cash.
10. Amendment of the Plan
The Board may suspend or discontinue the Plan or revise or amend it in any
respect whatsoever, including, without limitation, to increase the number of
shares of Common Stock authorized under the Plan; provided, however, that (a)
after approval of the Plan by Company shareholders, no amendment or alteration
shall be effective prior to approval by the Company's shareholders of such
amendment or alteration to the extent such approval is then required pursuant
to Rule 16b-3 promulgated under the Exchange Act, in order to preserve the
applicability of any exemption provided by such rule to awards of Common Stock
under this Plan (unless the Eligible Director consents) or to the extent
shareholder approval is otherwise required by applicable legal requirements,
and (b) the Plan shall not be amended more than once every six months to the
extent such limitation is then required pursuant to Rule 16b-3 in order to
preserve the applicability of any exemption provided by such rule (or any
successor provision under the Exchange Act) to awards of Common Stock under
this Plan.
11. Taxes
A. Subject to Subparagraph B below, the Company may make such provisions as
it may deem appropriate for the withholding of any taxes that it
determines is required in connection with any Common Stock
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<PAGE>
awarded under this Plan; provided, however, that upon approval by the
Board, any Eligible Director may pay all or any portion of the taxes
required or allowed to be withheld by the Company by electing to have the
Company withhold shares of Common Stock, or by delivering previously
owned shares of Common Stock, having a fair market value, determined in
accordance with Paragraph 4, equal to the amount required to be withheld
or paid. Such elections are irrevocable.
B. At the time of the Award Date, each Eligible Director shall inform the
Company, in accordance with procedures established by the Company,
whether he or she wishes to have taxes withheld at such time, pursuant
to an election under Section 83(b) of the Internal Revenue Code of 1986,
as amended.
12. Requirements of Law
The issuance of shares of Common Stock under this Plan shall be subject to
all applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.
13. Governing Law
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Texas and construed accordingly.
IN WITNESS WHEREOF, this Plan was adopted by the Board on January 26, 1996,
to be effective upon approval of the shareholders of the Company.
IMPERIAL HOLLY CORPORATION
A-4
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IMPERIAL HOLLY CORPORATION
1996 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 substition, 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 1996 Annual Meeting of Shareholders of Imperial Holly
Corporation to be held on July 26, 1996 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 11110
NEW YORK, N.Y. 10203-0110
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/ /
1. To elect four directors to serve FOR all nominees
for three-year terms until the 1999 listed below /x/
Annual Meeting of Shareholders
and until their successors are WITHHOLD AUTHORITY to vote
qualified. for all nominees listed below. /x/
EXCEPTION /x/
Nominees A.M. Bartolo, Edward O. Gaylord, Roger W. Hill, Robert L.K. Lynch
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exception" box and write that nominee's name in the space provided below).
"Exceptions ___________________________________________________________________
2. To consider and act upon a proposal 3. To consider and act upon a proposal
to approve a Nonemployee Director to approve an amendment to the
Compensation Plan. Company's Stock Incentive Plan.
FOR /x/ AGAINST /x/ ABSTAIN /x/ FOR /x/ AGAINST /x/ ABSTAIN /x/
4. To consider and act upon a proposal 5. To transact such other business as
to ratify the appointment of the may property come before the
firm Deloitte & Touche LLP, meeting or any adjournment thereof.
independent certified public
accountants, as auditors of the
Company for its fiscal year ending
March 31, 1997.
Change of Address and or
FOR /x/ AGAINST /x/ ABSTAIN /x/ Comment Mark Here /x/
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/
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