<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
IMPERIAL HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
TEXAS 74-0704500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE IMPERIAL SQUARE, SUITE 200
8016 HIGHWAY 90-A
SUGAR LAND, TEXAS 77487
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
---------------------
Nonemployee Director Compensation Plan
(Full title of the plan)
---------------------
WILLIAM F. SCHWER
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
IMPERIAL HOLLY CORPORATION
ONE IMPERIAL SQUARE, SUITE 200
8016 HIGHWAY 90-A
SUGAR LAND, TEXAS 77487
(Name and address of agent for service)
(281) 491-9181
(Telephone number, including area code, of agent for service)
---------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
<S> <C> <C> <C> <C>
Amount to Proposed Proposed maximum
be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share (1) price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, without par value (2) 500,000 $15.5625 $7,781,250 $2,358
===================================================================================================================
</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of
computing the registration fee and based upon the average of the high
and low sales prices reported on the American Stock Exchange Composite
Tape on Friday, November 15, 1996.
(2) Includes the Rights to Purchase Preferred Stock associated with the
Common Stock.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: This Registration Statement covers the 500,000
shares of the common stock, without par value, of Imperial Holly
Corporation (the "Company") reserved for issuance under the Company's
Nonemployee Director Compensation Plan (the "Plan"). Of the 500,000
shares, 21,760 shares (the "Restricted Securities") were issued to
nonemployee directors of the Company prior to the filing of this
Registration Statement. The remaining 478,240 shares are available for
grant and issuance under the Plan. The reoffer prospectus, which is filed
with this Registration Statement as Exhibit 99, has been prepared in
accordance with the requirements of Part I of Form S-3 of the Securities
Act of 1933, as amended (the "Securities Act"), and may be used for
reoffers or resales of the Restricted Securities. The documents containing
the information specified in Items 1 and 2 of Part I of Form S-8 will be
provided to participants under the Plan as specified in Rule 428 of the
Securities Act and, in accordance with the requirements of Part I of Form
S-8 of the Securities Act, are not filed with the Commission as part of
this Registration Statement.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which the registrant, Imperial Holly
Corporation (the "Company"), has filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 1-10307), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30 and September 30, 1996;
(3) the Company's Current Reports on Form 8-K dated April 19, 1996 (as
amended by Form 8-K/A filed July 5, 1996) and August 29, 1996;
(4) the description of the Company's Common Stock, without par value,
contained in the Company's Registration Statement on Form 8-A dated August
11, 1989; and
(5) the description of the Company's Rights to Purchase Preferred
Stock contained in the Company's Registration Statement on Form 8-A dated
September 29, 1989.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The consolidated balance sheets of the Company and subsidiaries as of
March 31, 1996 and 1995 and the related consolidated statements of income, of
cash flows and of changes in shareholders' equity for the years ended March 31,
1996, 1995 and 1994 included in the Company's Annual Report on Form 10-K for the
year ended March 31, 1996 and incorporated by reference in this Registration
Statement, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The combined balance sheets of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. as of June 30, 1995 and 1994, and the related
combined statements of operations, stockholders' equity and cash flows for the
years ended June 30, 1995 and June 30, 1993, the 11 months ended June 30, 1994
and the month ended July 31, 1993, included in the Company's Current Report on
Form 8-K/A filed July 5, 1996 and incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm as experts in accounting and auditing.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of the Company provide for indemnification by the Company
of its directors and officers to the fullest extent permitted by Article 2.02-1
of the Texas Business Corporation Act (the "Article"), and to such greater
extent as applicable law may thereafter permit, and provide for certain
procedures with respect to such indemnification. The Article permits
indemnification of directors, officers, employees, agents and certain nominees
and designees of corporations under certain conditions and subject to certain
limitations.
The Article provides that a corporation may indemnify a person who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding because the person is or was a director, officer, employee or agent
only if it is determined in a prescribed manner that the person:
(1) conducted himself in good faith;
(2) reasonably believed:
(a) in the case of conduct in his official capacity with the
corporation, that his conduct was in the corporation's best
interests; and
(b) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful.
Such persons may not be indemnified against judgments, penalties, fines,
settlements or reasonable expenses resulting from a proceeding in which: (1) the
person is found liable on the basis that he received an improper personal
benefit, whether or not the benefit resulted from action taken in an official
capacity; or (2) in which the person is found liable to the corporation. In a
proceeding brought by or on behalf of the corporation, indemnification is
limited to those reasonable expenses the person actually incurs.
Further, the Article requires a corporation to indemnify an officer or
director against reasonable expenses, including attorneys' fees, incurred in
connection with a proceeding in which he is a named defendant or respondent
because he is or was an officer or director if he has been wholly successful in
defense of the proceeding. An officer or director may bring suit for such
required indemnification. Whether or not an officer or director meets the
requirements for mandatory indemnification or qualifies for indemnification at
the discretion of the corporation, a court may order the indemnification to
which such person is fairly and reasonably entitled in view of all the relevant
circumstances. The court shall limit such indemnification to reasonable expenses
if the proceeding is brought by or on behalf of the corporation or if the
officer or director is found liable on the basis that he received an improper
personal benefit, whether or not the benefit resulted from action taken in an
official capacity.
In addition, the Article permits reasonable expenses incurred by a
director, officer, employee or agent who was, is, or is threatened to be made a
defendant or respondent in a proceeding, to be paid or reimbursed by the
corporation in advance of the final disposition of the proceeding after the
corporation receives a written affirmation by such person of his good faith
belief that he has met the standard of conduct necessary for
II-2
<PAGE>
indemnification under the Article and a written undertaking by or on behalf of
the person to repay the amount paid or reimbursed if it is ultimately determined
that he has not met those requirements. The written undertaking required by the
Article must be an unlimited general obligation but need not be secured. It may
be accepted without reference to the ability to make repayment.
A determination of a non-required indemnification, authorization of
indemnification, a determination as to the reasonableness of expenses and any
advance payments of expenses must be made:
(1) by a majority vote of a quorum consisting of directors who at the
time of the vote are not named defendants or respondents in the proceeding;
(2) if such a quorum cannot be obtained, by a majority vote of a
committee of the board of directors, designated to act in the matter by a
majority vote of all directors, consisting solely of two or more directors
who at the time of the vote are not named defendants or respondents in the
proceeding;
(3) by special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in (1) or (2) above, or, if
such a quorum cannot be obtained and such a committee cannot be
established, by a majority vote of all directors; or
(4) by the shareholders in a vote that excludes the shares held by
directors who are named defendants or respondents in the proceeding.
If the determination that indemnification is permissible is made by special
legal counsel, authorization of indemnification and determination as to
reasonableness of expenses must be made in the manner by which such counsel is
selected as set forth in (3) above.
In addition, the Article permits the Company to purchase and maintain
insurance on behalf of certain persons. Policies of insurance are maintained by
the Company under which the directors and officers of the Company are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, and certain liabilities which they are parties by
reason of being or having been such directors or officers.
The above discussion of the Article and the Company's Bylaws is not
intended to be exhaustive and is respectively qualified in its entirety by such
statute and Bylaws.
The Restated Articles or Incorporation of the Company, as amended,
contain no limitation on such indemnification or insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Registration Statement covers the 500,000 shares of the Company's
Common Stock reserved for issuance under the Plan. Of the 500,000 shares, 21,760
shares (the "Restricted Securities") were issued to nonemployee directors of the
Company prior to the filing of this Registration Statement. The issuances of the
Restricted Securities were exempt from registration under the Securities Act in
reliance upon Section 4(2) of the Securities Act as transactions by an issuer
not involving a public offering. The remaining 478,240 shares are available for
grant and issuance under the Plan.
II-3
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
- ------- --------------------
*4.1 - Restated Articles of Incorporation of the Company (Exhibit 3(b) to
the Company's Registration Statement on Form S-4 (Registration No.
33-20959)).
*4.2 - Statement of Resolution Establishing Series of Shares Designated
Series A Junior Participating Preferred Stock (Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the year ended March 31,
1990 (File No. 1-10307)).
*4.3 - Articles of Amendment to Restated Articles of Incorporation of the
Company (Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1990 (File No. 1-10307)).
*4.4 - Statement of Resolution Increasing Number of Shares Designated Series
A Junior Participating Preferred Stock (Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1990
(File No. 1-10307)) .
*4.5a - Rights Agreement dated as of September 14, 1989 between the Company
and The Bank of New York, as Rights Agent (Exhibit 1 to the Company's
Current Report on Form 8-K dated September 21, 1989 (File No. 1-
10307)).
*4.5b - Amendment to Rights Agreement dated as of January 27, 1995
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated January 27, 1995 (File No. 1-10307)).
*4.6 - By-laws of the Company (Exhibit 3(b) to the Company's Annual Report
on Form 10-K for the year ended March 31, 1989 (File No. 0-16674)).
*4.7a - Credit Agreement dated as of June 10, 1993 among the Company, the
signatory banks thereto and Harris Trust and Savings Bank, as Agent
(Exhibit 4(b) to the Company's Annual Report on Form 10-K for the
year ended March 31, 1993 (File No. 1-10307)).
*4.7b - First Amendment to Credit Agreement dated December 1, 1993
(incorporated by reference to Exhibit 4(a)(2) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1994 (File No. 1-
10307) (the "1994 Form 10-K")).
*4.7c - Second Amendment to Credit Agreement and First Amendment to Notes
dated March 4, 1994 (incorporated by reference to Exhibit 4(a)(3) to
the 1994 Form 10-K).
*4.7d - Third Amendment to Credit Agreement dated July 13, 1994 (incorporated
by reference to Exhibit 4 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994 (File No. 1-10307)).
*4.7e - Fourth Amendment to Credit Agreement dated April 28, 1995
(incorporated by reference to Exhibit 4(a)(5) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1995 (File No. 1-
10307)).
*4.7f - Fifth Amendment to Credit Agreement dated June 28, 1996 (incorporated
by reference to Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 (File No. 1-10307)).
II-4
<PAGE>
*4.9 - Indenture dated as of October 15, 1992 (Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1992 (File No. 1-10307)).
*4.10 - Investor Agreement dated August 29, 1996 by and among the Company,
Greencore Group plc and Earlsfort Holdings B.V. (incorporated by
reference to Exhibit 4.3 to the Company's current report on Form 8-K
dated September 5, 1996 (File No. 1-10307)).
*4.11 - Registration Rights Agreement dated August 29, 1996 by and among the
Company, Greencore Group plc and Earlsfort Holdings B.V.
(incorporated by reference to Exhibit 4.2 to the Company's current
report on Form 8-K dated September 5, 1996 (File No. 1-10307)).
4.12 - Nonemployee Director Compensation Plan.
The Company is a party to several debt instruments under which the
total amount of securities authorized does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii)(a) of Item 601(b) of Regulation
S-K, the Company agrees to furnish a copy of such instruments to the
Commission upon request.
5 - Opinion of Baker & Botts, L.L.P.
23.1 - Consent of Deloitte & Touche LLP, independent public accountants.
23.2 - Consent of Arthur Andersen LLP, independent public accountants
23.3 - Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
24 - Power of Attorney (see page II-7 hereof).
99 - Reoffer Prospectus
- -------------------------
* Incorporated by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
II-5
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sugar Land, State of Texas, on November 18, 1996.
IMPERIAL HOLLY CORPORATION
By: /s/ JAMES C. KEMPNER
---------------------------------------
James C. Kempner
President, Chief Executive Officer and
Chief Financial Officer
Each person whose signature appears below does hereby appoint James C.
Kempner, H. P. Mechler and William F. Schwer, and each of them severally, his or
her true and lawful attorneys or attorney-in-fact and agents or agent with power
to act with or without the others and with full power of substitution and
resubstitution, to execute for him or her and in his or her name, place and
stead, in his or her capacity as a director or officer or both, as the case may
be, of Imperial Holly Corporation, any and all amendments to this Registration
Statement, including post-effective amendments, as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Securities and Exchange Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 18, 1996.
SIGNATURE TITLE
--------- -----
/s/ JAMES C. KEMPNER President, Chief Executive Officer, Chief
- ----------------------------- Financial Officer and Director (Principal
James C. Kempner Executive Officer and Principal Financial
Officer)
/s/ H. P. MECHLER
- ----------------------------- Controller (Principal Accounting Officer)
H. P. Mechler
/s/ I. H. KEMPNER, III
- ----------------------------- Chairman of the Board of Directors
I. H. Kempner, III
/s/ JOHN D. CURTIN, JR.
- ----------------------------- Director
John D. Curtin, Jr.
II-7
<PAGE>
/s/ DAVID J. DILGER
- ----------------------------- Director
David J. Dilger
/s/ EDWARD O. GAYLORD
- ----------------------------- Director
Edward O. Gaylord
/s/ GERALD GRINSTEIN
- ----------------------------- Director
Gerald Grinstein
/s/ ANN O. HAMILTON
- ----------------------------- Director
Ann O. Hamilton
/s/ ROGER W. HILL
- ----------------------------- Director
Roger W. Hill
/s/ HARRIS L. KEMPNER, JR.
- ----------------------------- Director
Harris L. Kempner, Jr.
/s/ HENRY E. LENTZ
- ----------------------------- Director
Henry E. Lentz
/s/ ROBERT L. K. LYNCH
- ----------------------------- Director
Robert L. K. Lynch
/s/ KEVIN C. O'SULLIVAN
- ----------------------------- Director
Kevin C. O'Sullivan
/s/ FAYEZ SAROFIM
- ----------------------------- Director
Fayez Sarofim
/s/ DANIEL K. THORNE
- ----------------------------- Director
Daniel K. Thorne
II-8
<PAGE>
EXHIBIT 4.12
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
-1-
<PAGE>
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.
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) 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.
-2-
<PAGE>
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 issue 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.
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.
-3-
<PAGE>
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 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.
-4-
<PAGE>
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 of Directors and
approved by the Company's shareholders on July 26, 1996.
IMPERIAL HOLLY CORPORATION
-5-
<PAGE>
EXHIBIT 5
Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
November 18, 1996
Imperial Holly Corporation
One Imperial Square, Suite 200
8016 Highway 90-A
Sugar Land, Texas 77487
Gentlemen:
At your request, this opinion of counsel is being furnished to you for
filing as Exhibit 5 to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Imperial Holly Corporation, a Texas corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the proposed offering of up to 500,000 shares
of the Company's common stock, without par value (the "Shares"), pursuant to the
Company's Nonemployee Director Compensation Plan (the "Plan").
We have examined the Restated Articles of Incorporation and By-laws of
the Company and the originals, or copies certified or otherwise identified, of
the Plan, corporate records of the Company, including minute books of the
Company as furnished to us by the Company, certificates of public officials and
of representatives of the Company, statutes and other records, instruments and
documents pertaining to the Company as a basis for the opinion hereinafter
expressed. In giving such opinion we have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates.
Based upon our examination as aforesaid, we are of the opinion that
the Shares, when issued pursuant to the provisions of the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion of counsel as Exhibit
5 to the Registration Statement.
Very truly yours,
/s/ Baker & Botts, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Imperial Holly Corporation on Form S-8 of our report dated May 31, 1996,
appearing in the Annual Report on Form 10-K of Imperial Holly Corporation for
the year ended March 31, 1996 and to the references to us in the fourth
paragraph of Item 3 (Incorporation of Certain Documents by Reference) and under
the heading "Experts" in the Reoffer Prospectus attached as Exhibit 99, both of
which are part of this Registration Statement.
/s/ Deloitte & Touche LLP
Houston, Texas
November 15, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated June 25, 1996 (included in Imperial Holly
Corporation's Current Report on Form 8-K filed July 5, 1996) into the
Registration Statement on Form S-8 of Imperial Holly Corporation filed with the
Securities and Exchange Commission on or about November 18, 1996 (the
Registration Statement), and to the references to our Firm in the fifth
paragraph of Part II, Item 3 of the Registration Statement and under the heading
"Experts" in the Reoffer Prospectus attached as Exhibit 99 to the Registration
Statement.
/s/ Arthur Andersen LLP
San Francisco, California
November 18, 1996
<PAGE>
EXHIBIT 99
21,760 SHARES
IMPERIAL HOLLY CORPORATION
COMMON STOCK
________________
This prospectus (this "Prospectus") relates to the offering of 21,760
shares (the "Shares") of common stock, without par value (the "Common Stock"),
of Imperial Holly Corporation (the "Company") by one or all of the selling
shareholders named herein (the "Selling Shareholders"). See "Selling
Shareholders." The Shares include rights to purchase preferred stock associated
with the Common Stock. The Selling Shareholders are or have been directors of
the Company and acquired the Shares under the Company's Nonemployee Director
Compensation Plan. The Company will not receive any of the proceeds from the
sale of Shares by the Selling Shareholders.
Sales of the Shares by the Selling Shareholders may be made from time to
time, pursuant to this Prospectus or Rule 144 under the Securities Act of 1933,
as amended (the "Securities Act"), (or any other applicable exemption from
registration under the Securities Act), in one or more transactions, including
block transactions, on the American Stock Exchange or any other exchange or
quotation system on which the Common Stock may be admitted for trading
(collectively, the "Exchanges"), pursuant to and in accordance with the
applicable rules of the Exchanges, in negotiated transactions or in a
combination of any such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Shares may be offered
directly, to or through agents designated from time to time, or to or through
brokers or dealers, or through any combination of such methods of sale. Such
agents, brokers or dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions). A member firm of an Exchange may
be engaged to act as a Selling Shareholder's agent in the sale of Shares by such
Selling Shareholder. To the extent required, specific information regarding the
Shares will be set forth in an accompanying Prospectus Supplement. The Selling
Shareholders and any broker, dealer, agent or other person that participates
with the Selling Shareholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by such persons and any profit on the resale of the Shares purchased by
such persons may be deemed to be underwriting commissions or discounts under the
Securities Act. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by a Selling Shareholder will be borne by such Selling
Shareholder. See "Plan of Distribution."
The Common Stock is listed on the American Stock Exchange under the symbol
"IHK."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________
The Date of this Prospectus is November 18, 1996
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
___________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
AVAILABLE INFORMATION.................................................. 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................ 3
THE COMPANY............................................................ 3
SELLING SHAREHOLDERS................................................... 4
PLAN OF DISTRIBUTION................................................... 5
LEGAL MATTERS.......................................................... 5
EXPERTS................................................................ 5
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission in
Washington D.C., and at certain of its Regional Offices, during business hours.
The current address of each such facility is set forth below. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington D.C. 20549, at prescribed rates. Furthermore, the Commission
maintains a Web site that contains reports, proxy statements and other
information filed electronically by the Company with the Commission. The address
of such Web site is http://www.sec.gov.
Current Addresses of SEC Public Reference Facilities
----------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth St., NW 7 World Trade Center Northwestern Atrium Center
Room 1024 13th Floor 500 West Madison Street, Suite 1400
Washington D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>
The Company's Common Stock is listed on the American Stock Exchange
under the symbol "IHK." Reports, proxy statements and other information
concerning the Company can also be inspected at the American Stock Exchange
during business hours. The American Stock Exchange is located at 86 Trinity
Place, New York, New York 10006; telephone (800) 875-1247.
This Prospectus constitutes part of a registration statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act
with respect to the securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement, and reference is made to the
Registration Statement for further information with respect to the Company and
the securities offered hereby. Statements contained herein concerning the
provisions of any contract, agreement or any other document or exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete; with respect to each such contract, agreement or document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated in this Prospectus by
reference and shall be deemed to be a part hereof:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30 and September 30, 1996;
(3) the Company's Current Reports on Form 8-K dated April 19, 1996
(as amended by Form 8-K/A filed July 5, 1996) and August 29, 1996;
(4) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated August 11,
1989; and
(5) the description of the Company's Rights to Purchase Preferred
Stock contained in the Company's Registration Statement on Form 8-
A dated September 29, 1989.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such document. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of such person, a copy of any or all
of the information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that have been incorporated by
reference herein unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to William F. Schwer, Senior Vice President, Secretary and General
Counsel, Imperial Holly Corporation, One Imperial Square, Suite 200, 8016
Highway 90-A, Sugar Land, Texas 77487 (telephone (281) 491-9181).
THE COMPANY
The Company is one of the nation's largest producers and marketers of
refined sugar, producing both cane and beet sugar. The Company refines raw cane
sugar primarily at its Imperial Sugar Company refinery in Sugar Land, Texas.
Through Holly Sugar Corporation, the Company's wholly-owned subsidiary, the
Company extracts refined beet sugar by processing sugarbeets purchased from
independent growers at processing plants in California, Wyoming, Montana and
Texas. The Company sells its refined sugar directly and through brokers to
wholesalers, retail grocers and food manufacturers. The Company sells by-
products (primarily beet pulp and molasses) from the extraction and refining
processes for use as livestock feed and markets commercial beet seed.
The Company was incorporated in 1924 as Imperial Sugar Company and is
the successor to a cane sugar plantation and milling operation begun in Sugar
Land in the early 1800's that began producing granulated sugar in 1843. In
1988, the Company purchased Holly Sugar Corporation and the Company's name was
changed to Imperial Holly Corporation. Holly Sugar Corporation was founded in
1905 and incorporated in 1916.
The principal executive offices of the Company are located at One
Imperial Square, Suite 200, 8016 Highway 90-A, Sugar Land, Texas 77487;
telephone (281) 491-9181.
3
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information known to the
Company with respect to beneficial ownership of the Company's Common Stock as of
October 31, 1996 by each Selling Shareholder.
<TABLE>
<CAPTION>
Number of Percent of
Number of Shares Number of Shares Class
Beneficially Shares Beneficially Beneficially
Owned Offered Owned Owned After
Selling Shareholder (1) Prior to Offering Hereby After Offering Offering (2)
- ------------------ ----------------- --------- -------------- --------------
<S> <C> <C> <C> <C>
A. M. Bartolo (3)(4) 42,865 2,176 40,689 *
John D. Curtin, Jr. (4) 5,676 2,176 3,500 *
Edward O. Gaylord 14,176 2,176 12,000 *
Ann O. Hamilton (5) 309,769 2,176 307,593 2.2%
Harris L. Kempner, Jr. (6)(7) 454,478 2,176 452,302 3.2%
I. H. Kempner, III (4)(5)(6)(8)(9) 714,113 2,176 711,937 5.0%
Henry E. Lentz (10) 15,176 2,176 13,000 *
Robert L. K. Lynch (5)(11) 411,838 2,176 409,662 2.9%
Fayez Sarofim 678,676 2,176 676,500 4.8%
Daniel K. Thorne (12) 760,745 2,176 758,569 5.4%
- ---------------------
</TABLE>
* Less than 1% of the outstanding Common Stock.
(1) All Selling Shareholders, except Mr. A. M. Bartolo, are nonemployee
directors of the Company as of the date of this Prospectus. Mr. Bartolo
served as a nonemployee director of the Company until his retirement from
active membership on the Company's Board of Directors on October 25, 1996.
The Company has appointed Mr. Bartolo as a director emeritus.
(2) Based on 14,143,717 shares of the Company's Common Stock outstanding on
November 4, 1996 and excluding shares held in the treasury of the Company.
(3) At the time of his retirement from the Company in 1994, Mr. Bartolo was
Executive Vice President and Chief Operating Officer of the Company and
President of Imperial Sugar Company, a division of the Company.
(4) Includes shares subject to stock options exercisable within 60 days as
follows: Mr. I. H. Kempner, III, 81,325 shares; Mr. Bartolo, 12,000 shares;
Mr. Curtin, 1,500 shares.
(5) Includes 134,187 shares of Common Stock owned by the Harris and Eliza
Kempner Fund, a charitable foundation, as to which Ms. Hamilton, Mr. I. H.
Kempner, III and Mr. Lynch share voting power and investment power as co-
trustees along with other trustees.
(6) Includes 332,363 shares of Common Stock owned by the H. Kempner Trust
Association, over which Mr. I. H. Kempner, III and Mr. Harris L. Kempner,
Jr. share voting power and investment power as co-trustees with three other
co-trustees.
(7) Includes 6,420 shares of Common Stock held by Mr. Harris L. Kempner, Jr.'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. I. H. Kempner III's wife,
as to which Mr. Kempner disclaims beneficial ownership.
(9) Mr. I. H. Kempner, III currently serves as Chairman of the Board of
Directors and Chairman of the Executive Committee of the Board of Directors
of the Company. He retired as an executive officer of the Company in
January 1996.
(10) Mr. Lentz serves as a managing director of Lehman Brothers, Inc., an
investment banking firm that serves from time to time as the Company's
financial advisor in connection with various matters.
(11) 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 as 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.
(12) 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.
The Shares may be offered or sold by the Selling Shareholders named
above or by any pledgee, donee, transferee or other successor in interest that
may be permitted under the Plan.
4
<PAGE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from
time to time by the Selling Shareholders, pursuant to this Prospectus or Rule
144 under the Securities Act (or any other applicable exemption from
registration under the Securities Act). The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares
being offered hereby in one or more transactions, including block transactions,
on the American Stock Exchange or any other Exchange pursuant to and in
accordance with the applicable rules of such Exchanges, in negotiated
transactions or in a combination of any such methods of sale, at fixed prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
The Shares may be offered directly, to or through agents designated
from time to time or through brokers or dealers, or through any combination of
these methods of sale. Such agent, broker or dealer may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). A member
firm of an Exchange may be engaged to act as the Selling Shareholder's agent in
the sale of Shares by the Selling Shareholders. Usual and customary brokerage
fees will be paid by the Selling Shareholders. The Selling Shareholders and any
underwriter, dealer or agent who participate in the distribution of such shares
may be deemed to be "underwriters" under the Securities Act, and any discount,
commission or concession received by such persons might be deemed to be an
underwriting discount or commission under the Securities Act. All expenses of
registration incurred in connection with this offering are being borne by the
Company, but all brokerage commissions and other expenses incurred by individual
Selling Shareholders will be borne by such Selling Shareholders.
The Selling Shareholders may indemnify any broker-dealer or other
person that participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act if
any such broker-dealers purchase shares as principal.
At the time a particular offer of the shares of Common Stock
registered hereunder is made, if required, a Prospectus Supplement will be
distributed that will set forth the number of shares being offered and the terms
of the offering including the name of any underwriter, dealer or agent, the
purchase price paid by any underwriter for securities purchased, any discount,
commission and other item constituting compensation and any discount, commission
or concession allowed or reallowed or paid to any dealer, and the proposed
selling price to the public.
The sale of the Shares also is subject to certain restrictions
contained in the Nonemployee Director Compensation Plan. There can be no
assurance that the Selling Shareholders will sell all or any of the shares of
Common Stock offered hereunder.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered
hereby are being passed upon for the Company by Baker & Botts, L.L.P., Houston,
Texas.
EXPERTS
The Company's consolidated financial statements incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended March 31, 1996 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated by
reference herein and have been so incorporated in reliance upon the report of
such firm based on their authority as experts in accounting and auditing.
The combined financial statements of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. incorporated in this Prospectus by reference
from the Company's Current Report on Form 8-K/A filed July 5, 1996 have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their reports,
5
<PAGE>
which are incorporated by reference herein and have been so incorporated in
reliance upon the reports of such firm as experts in accounting and auditing.
6
