OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours of response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
IMPERIAL HOLLY CORPORATION
(Name of Issuer)
COMMON STOCK, Without Par Value
(Title of Class of Securities)
452835101
--------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (2/92 Page 1 of 4 pages
<PAGE>
CUSIP No. 452835101 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I. H. KEMPNER, III
SOCIAL SECURITY ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 5 SOLE VOTING POWER
SHARES 157,617 (See Note 1 on Page 4)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 332,363 (See Note 2 on Page 4)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 177,289 (See Note 3 on Page 4)
PERSON 8 SHARED DISPOSITIVE POWER
WITH 332,363 (See Note 4 on Page 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,577 (See Notes 3, 4 and 5 on Page 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 Pages
<PAGE>
Page 3 of 4 Pages
Item 1(a) NAME OF ISSUER:
Imperial Holly Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Imperial Square, Suite 200, P. O. Box 9,
Sugar Land, Texas 77487-0009
Item 2(a) NAME OF PERSON FILING:
I. H. Kempner, III
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Office: One Imperial Square, 8016 Highway 90-A, Suite 200
Sugar Land, Texas 77478
Item 2(c) CITIZENSHIP:
United States
Item 2(d) TITLE AND CLASS OF SECURITIES:
Common Stock, without par value, of Imperial Holly
Corporation, a Texas Corporation
Item 2(e) CUSIP NUMBER:
452835101
Item 3 Not Applicable
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned: 579,577 (See Notes 3, 4 and 5)
(b) Percent of Class: 5.6%
(c) Number of shares as to which Mr. Kempner has:
(i) sole power to vote or to direct the vote - 157,617
(See Note 1)
(ii) shared power to vote or to direct the vote - 332,363
(See Note 2)
(iii) sole power to dispose or to direct the disposition
of - 177,289 (See Note 3)
(iv) shared power to dispose of or to direct the
disposition of - 332,363 (See Note 4)
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
<PAGE>
Page 4 of 4 Pages
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
Not Applicable
NOTES TO ITEM 4: OWNERSHIP.
Note 1: The shares for which I have sole voting power consist of 145,233 shares
are registered in my name individually and 12,384 shares which are held
by the Imperial Holly Corporation Employee Stock Ownership Plan and
which are fully vested.
Note 2: The shares for which I have shared power to vote consist of 332,363
owned by the H. Kempner Trust Association, a trust association, of which
I am one of five trustees.
Note 3: The shares for which I have sole dispositive power consist of those in
Note 1, plus 19,672 for the benefit of my four children over which I
have a general power of attorney. I disclaim any economic interest in
the shares held for my children.
Note 4: The shares for which I have shared dispositive power consist of 332,363
owned by the H. Kempner Trust Association, a trust association, of which
I am one of five trustees.
Note 5: Includes 69,925 shares purchasable upon exercise of employee stock
options.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true and correct.
Date: ______________________________________________
Signature: ______________________________________________
Name/Title: ______________________________________________
