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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
__________
Date of Report (Date of earliest event reported): April 19, 1996
IMPERIAL HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation)
1-10307 74-0704500
(Commission File Number) (IRS Employer Identification No.)
One Imperial Square, Suite 200
P.O. Box 9, Sugar Land, Texas 77487
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (713) 491-9181
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 19, 1996, Imperial Holly Corporation (the "Company") through
its wholly-owned subsidiary Holly Sugar Corporation ("Holly") acquired, pursuant
to a Stock Purchase Agreement dated as of January 8, 1996 by and between Holly
and Spreckels Industries, Inc., all of the outstanding capital stock of
Spreckels Sugar Company, Inc. and Limestone Products Company, Inc. (collectively
"Spreckels Sugar"), a California based beet sugar processor, for cash of $41.3
million. The purchase price, which is equal to the sum of net working capital
at December 31, 1995, $3 million and net cash advances made by Spreckels
Industries between December 31, 1995 and closing, is subject to downward
adjustment based on a post-closing audit. $35.3 million of the purchase price
was funded at closing by advances under the Company's revolving credit line co-
agented by Harris Trust and Savings Bank and Texas Commerce Bank National
Association; $6.0 is payable approximately 25 business days after closing, after
completion of the post-closing audit.
Spreckels Sugar operates beet sugar processing plants in Woodland and
Mendota, California, which Holly will continue to operate. Holly did not acquire
Spreckels Sugar's Manteca California factory, which was distributed to another
subsidiary of Spreckels Industries prior to the acquisition by Holly. Spreckels
Industries has announced that the Manteca California factory will not operate as
a beet sugar factory.
ITEM 5. OTHER EVENTS
On April 22, 1996, Holly announced the closing of its Hamilton City,
California factory which will take place following completion of the spring
processing campaign.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
It is impracticable for the Company to provide the required financial
statements at the date hereof. The Company will file the required
financial statements as soon as practicable, but no later than 60 days
after May 6, 1996.
(b) Pro Forma Financial Information
It is impracticable for the Company to provide the required pro forma
financial information at the date hereof. The Company will file the
required pro forma financial information as soon as practicable, but no
later than 60 days after May 6, 1996.
(c) Exhibits
Exhibit No. Description
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Exhibit 2.1 Stock Purchase Agreement dated as of January 8, 1996
by and between Holly Sugar Corporation and Spreckels
Industries, Inc. (incorporated by reference to Exhibit 4
to the Company's quarterly report on 10-Q for the
quarter ended December 31, 1995).
Exhibit 2.2 Amendment and Extension of the Stock Purchase
Agreement dated March 18, 1996
Exhibit 99 Press Release of the Company of April 22, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMPERIAL HOLLY CORPORATION
/s/ James C. Kempner
Date: May 3, 1996 By:________________________________
James C. Kempner
President
and Chief Executive Officer
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SPRECKELS INDUSTRIES, INC.
One Morrocroft Centre
6805 Morrison Blvd., Suite 450
Charlotte, North Carolina 28211
March 18, 1996
Holly Sugar Corporation
One Imperial Square
8016 U.S. 90-A
P.O. Box 9
Sugar Land, Texas 77487
Ladies and Gentlemen:
This letter will amend the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of January 8, 1996 by and between Holly Sugar Corporation
("Buyer") and Spreckels Industries, Inc. ("Seller"), as follows:
1. The date set forth in Section 8.1(b) of the Stock Purchase
Agreement shall be extended to April 30, 1996.
2. On the Closing Date, Buyer shall pay to Seller in immediately
available funds to Seller's account at Harris Trust and Savings Bank, on
account of the Final Adjustment Amount, 50% of Seller's good faith
determination of the Final Adjustment Amount (calculated through the
second business day prior to the Closing Date, rather than through the
Closing Date). On the first business day prior to the Closing Date,
Seller shall deliver to Buyer Written notice of such determination. Such
payment shall not affect the right of the Buyer to dispute the Final
Adjustment Amount, and Buyer shall be credited with such payment in the
Payment Summary.
3. The Manteca Employees (other than those listed on Exhibit 1
attached hereto (the "Retained Employees")) shall become employees of
Seller or a subsidiary of Seller other than SSC or LPC as of March 19,
1996. The Retained Employees shall remain employees of SSC through the
Closing.
4. Seller shall at its Manteca facility provide services associated
with producing packaged powder sugar and other specialty sugar products.
Such services shall be provided as requested by SSC. Seller shall be paid
for these services at a rate equal to $300 per crew hour for the
production, packaging and loading of powdered sugar (said rate to include
all supplies and materials). In
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addition, Seller shall be paid at a rate equal to $100 per crew hour for
bin "digging," and at a rate equal to $150 per crew hour for packaging
and loading of granulated, bulk, and liquid sugar. After the Closing Date,
Buyer or SSC shall give Seller at least 10 days' notice of any reduction
in the level, or of termination, of such services. Buyer will be invoiced
weekly for such payments. Payment will be due on Friday for services
performed through the preceding Sunday.
Terms not otherwise defined herein have the respective meanings specified in the
Stock Purchase Agreement. Except as amended hereby, the Stock Purchase Agreement
shall remain in effect and unchanged.
If the foregoing is acceptable, please sign a copy of this letter and
return it to us.
Very truly yours,
SPRECKELS INDUSTRIES, INC.
By /s/ Gary L. Tessitore
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Gary L. Tessitore
Chief Executive Officer
Agreed:
HOLLY SUGAR CORPORATION
By /s/ James Kempner
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James Kempner
Chief Executive Officer
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IMPERIAL HOLLY CORPORATION COMPLETES THE ACQUISITION OF THE
SPRECKELS SUGAR COMPANY
Sugar Land, Texas - April 22, 1996 - Imperial Holly Corporation (AMEX: IHK)
today announced that it had completed the acquisition of the Spreckels Sugar
Company.
Imperial Holly Corporation's Holly Sugar Corporation subsidiary also
announced the closing of its Hamilton City, California factory which will take
place following completion of the spring processing campaign. Spreckels Sugar
Company's Manteca, California factory, which was not included in the
acquisition, was closed in March, 1996.
"The beet sugar industry in northern California has been depressed for
several years, and acreage planted in sugar beets has declined significantly,
resulting in insufficient beet supplies to run Spreckels' and our Holly
factories at efficient and profitable levels," stated James C. Kempner,
President and Chief Executive Officer of Imperial Holly. "The rationalization
of the industry in northern California through the merger of Spreckels' and
Holly's operations and the closure of the two factories, should once again
restore operations there to profitability. Sugar beet growers and refined sugar
customers should also benefit - the growers through more efficient beet
transportation, better harvest schedules and lower marketing expenses, and the
customers through higher service levels and more assured supplies," Kempner went
on to say.
The purchase price, which is subject to downward post-closing reductions,
consists of $28,000,000 cash, based on Spreckels Sugar Company's net working
capital at December 31, 1995, plus an additional $15,000,000 cash based on net
cash flow through the closing date. The increase in total purchase price from
the amount original estimated is largely due to seasonal reductions in current
liabilities and increases in certain current assets during the period. The
total final purchase consideration, which includes liabilities assumed in
addition to the cash payment, approximates the original estimated total
consideration.
