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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No.1)
IMPERIAL HOLLY CORPORATION
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE 452835AA9
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(Title of class of securities) (CUSIP number)
Steven D. Rubin, Esq.
Weil,Gotshal & Manges LLP
700 Louisiana, Suite 1600
Houston, Texas 77002
(713) 546-5030
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(Name, address and telephone number of person authorized to receive
notices and communications)
August 29, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting 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.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
Continued on the following pages
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CUSIP No. 452835AA9 13D Page 2
1 NAME OF REPORTING PERSON: Greencore Group plc
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Ireland
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,800,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,800,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,800,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.9%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 452835AA9 13D Page 3
1 NAME OF REPORTING PERSON: Earlsfort Holdings B.V.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Netherlands
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,800,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,800,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,800,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.9%
14 TYPE OF REPORTING PERSON: CO
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Greencore Group plc ("Greencore") and Earlsfort Holdings
B.V. ("Earlsfort" and, together with Greencore, the "Filing Persons")
hereby amend and supplement their Report on Schedule 13D, filed with
the Securities and Exchange Commission on August 5, 1996 (the
"Schedule 13D"), with respect to the beneficial ownership of shares of
the common stock, without par value, of Imperial Holly Corporation
(the "Issuer").
Unless otherwise indicated, each capitalized term used but
not defined herein shall have the meaning assigned to such term in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
The information contained in the "Schedule B" referenced in
Item 2 of the Schedule 13D is hereby amended and superseded in its
entirety by the new Schedule B attached hereto.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
The response set forth in Item 5 of the Schedule 13D is
hereby amended by the addition of the following
information:
(a) On August 29, 1996, the acquisition of 3,800,000 shares
of Common Stock by Earlsfort pursuant to the Stock Purchase Agreement,
dated July 25, 1996, among the Filing Persons and the Issuer was
consummated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Joint Filing Agreement, dated September 6, 1996.
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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, complete and correct.
GREENCORE GROUP PLC
September 6, 1996 By: /s/ Kevin O'Sullivan
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Date Name: Kevin O'Sullivan
Title Chief Financial Officer and
Director
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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, complete and correct.
EARLSFORT HOLDINGS B.V.
September 6, 1996 By: /s/ Kevin O'Sullivan
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Date Name: Kevin O'Sullivan
Title: Managing Director
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SCHEDULE B
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The name, present principal occupation, business address and
citizenship of the directors and executive officers of Earlsfort
Holdings B.V. are set forth below.
<TABLE>
<CAPTION>
Present
Principal Business
Name Occupation Address Citizenship
<S> <C> <C> <C>
Shareen Perret Lawyer at IMFC B.V. Amsteldijk 166 The Netherlands
Gentil 1079 LH,
Managing Director Amsterdam
The Netherlands
Henry Samuel Lawyer at IMFC B.V. Amsteldijk 166 The Netherlands
Leijesdorff 1079 LH,
Managing Director Amsterdam
The Netherlands
Johanna Maria Legal Assistant at Amsteldijk 166 The Netherlands
Christina Rasing IMFC B.V. 1079 LH,
Managing Director Amsterdam
The Netherlands
Benjamin John Power Chief Administrative St. Stephen's Ireland
Managing Director Officer of Greencore Green House,
Group plc Earlsfort
Terrace, Dublin 2
Ireland
Kevin Clive Chief Financial St. Stephen's Great Britain
O'Sullivan Officer of Greencore Green House,
Managing Director Group plc Earlsfort
Terrace, Dublin 2
Ireland
</TABLE>
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EXHIBIT INDEX
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Name of Exhibit
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Exhibit 1 - Joint Filing Agreement
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Exhibit 1
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and
consent to the filing of a single Amendment No. 1 and amendments
thereto, on behalf of all of them with respect to their joint
statement on Schedule 13D filed with the Securities and Exchange
Commission on August 5, 1996, in accordance with the provisions of
Rule 13d-1(f)(1) of the Securities Exchange Act of 1934.
Dated: September 6, 1996
GREENCORE GROUP PLC
By: /s/ Kevin O'Sullivan
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Name: Kevin O'Sullivan
Title: Chief Financial Officer and Director
EARLSFORT HOLDINGS B.V.
By: /s/ Kevin O'Sullivan
-----------------------------------------
Name: Kevin O'Sullivan
Title: Managing Director
