<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
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 Section 240.14a-11(c) or Section 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] No fee required.
[_] 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]
I.H. KEMPNER, III
CHAIRMAN
June 16, 1997
Dear Fellow Shareholder:
This year the Annual Meeting of Shareholders will be held on Friday, July 25,
1997 at 9:00 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 six directors 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,
[SIGNATURE OF I.H. KEMPNER, III APPEARS HERE]
ONE IMPERIAL SQUARE . P.O. BOX 9 . SUGAR LAND, TEXAS 77487-0009
<PAGE>
IMPERIAL HOLLY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 25, 1997
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 25, 1997, at 9:00 a.m.,
for the following purposes:
(1) to elect six directors;
(2) to consider and act upon a proposal to ratify the appointment of the
firm Deloitte & Touche LLP, independent certified accountants, as auditors
of the Company for its fiscal year ending March 31, 1998; and
(3) 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 2, 1997 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 16, 1997
<PAGE>
IMPERIAL HOLLY CORPORATION
ONE IMPERIAL SQUARE
SUGAR LAND, TEXAS 77478
PROXY STATEMENT
1997 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 1997 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 16, 1997.
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 six directors named below; and
(b) 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.")
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 proposal referred to in (b). 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.
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Pursuant to an Investor Agreement dated August 29, 1996 between the Company,
Greencore Group PLC, and Earlsfort Holdings B.V. (collectively, the
"Investor"), the Investor, who currently holds approximately 27% of the Common
Stock outstanding, agrees to vote in the manner recommended by the Board of
Directors with respect to the election of Directors. So long as the Investor
owns at least 15% of the outstanding voting stock, the Investor has the right
to designate two nominees for election as Directors, currently Mr. Dilger and
Mr. O'Sullivan.
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 2, 1997, the record date for the
determination of shareholders entitled to vote at the meeting, the Company had
outstanding 14,250,293 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.
Cumulate 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 1997 Annual Meeting, the terms of
office of the Class III directors will extend until the Annual Meeting of
Shareholders in 2000 (and until their successors are qualified). The terms of
office of the Class II directors extend until the Annual Meeting of
Shareholders in 1999 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 1997 Annual Meeting, it is proposed to
elect Ann O. Hamilton, Harris L. Kempner, Jr., H. E. Lentz, Kevin C.
O'Sullivan, and Fayez Sarofim as directors in Class III and Gerald Grinstein
as a director in Class II. All of the nominees are currently serving as
directors of the Company.
A.M. Bartolo, a director of the Company since 1970, resigned as a Class II
Director to become a Director Emeritus in October 1996.
NOMINEES
Set forth below is certain information concerning the six nominees for
election as directors at the 1997 Annual Meeting, including the business
experience of each during the past five years and the age of each nominee on
June 2, 1997.
GERALD GRINSTEIN, a director of the Company since October 1996, served as
Chairman and Chief Executive Officer of Burlington Northern Inc., a
diversified company in railroads and other businesses, from 1990 until
September 1995 and served as Chairman until his retirement on December 31,
1995. Mr. Grinstein, age 64, is also a director of Delta Air Lines, Inc.,
Browning Ferris Industries, Inc. and Sundstrand Corporation.
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 60, was Senior Adviser to the Vice President, South Asia
Region, in 1995. 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
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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 57, 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
52, 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.
KEVIN C. O'SULLIVAN has been a director of the Company since October 1996.
Mr. O'Sullivan, age 55, is Chief Financial Officer of Greencore Group PLC, an
Irish sugarbeet processing company. He has been a director of Greencore since
January 1992. Prior thereto, Mr. O'Sullivan was Group Finance Director of
Hillsdown Holdings plc, having previously held senior financial positions with
other major UK companies.
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 68, is currently a director of Allegheny
Teledyne Corporation, Argonaut Group, Unitrin, Inc. and the Exor Group, S.A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" GERALD GRINSTEIN, ANN O.
HAMILTON, HARRIS L. KEMPNER, JR., H. E. LENTZ, KEVIN C. O'SULLIVAN AND FAYEZ
SAROFIM AS DIRECTORS.
CONTINUING DIRECTORS
Set forth below is certain information concerning the eight directors of the
Company whose present terms of office will continue until 1998 or 1999,
including the business experience of each during the past five years and the
age of each director on June 2, 1997.
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 64, is a Director of Eastern Enterprises, 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. 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 64, 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 57, is also the
Chief Financial Officer, a position he has held since he
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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. Mr. Kempner is
also a Director of Bouygues Offshore S.A.
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 45.
Directors in Class II
(Terms Expiring at the 1999 Annual Meeting of Shareholders)
DAVID J. DILGER has been a director of the Company since October 1996. Mr.
Dilger, age 41, is Chief Executive of Greencore Group PLC, an Irish sugarbeet
processing company. He has been a director of Greencore since January 1992.
Prior thereto, Mr. Diliger served as Chief Executive of Food Industries plc
and previously held the position of Group Finance Director of Woodchester
Investments plc. He is a member of the Board of the Michael Smurfit Graduate
School of Business at University College Dublin.
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 65, is also a director of Seneca Foods Corporation, Stant Corporation, The
Federal Reserve Bank of Dallas, Houston Branch and Kinder Morgan Energy
Partners.
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 57, 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 is
Chairman of Yaga, Inc., a clothing manufacturer. Mr. Lynch is also Chairman of
the Harris & Eliza Kempner Fund. Mr. Lynch, age 47, 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.
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.
4
<PAGE>
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 1997 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. The Board met four times during the
1997 fiscal year.
Executive Committee
Members: I. H. Kempner, III (Chairman)
Edward O. Gaylord
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 1997 fiscal year.
Audit Committee
Members: Harris L. Kempner, Jr. (Chairman)
Edward O. Gaylord
Kelvin C. O'Sullivan
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 1997 fiscal year the Audit Committee met two times.
Executive Compensation Committee
Members: John D. Curtin, Jr. (Chairman)
Edward O. Gaylord
Gerald Grinstein
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 one time during the 1997 fiscal year.
5
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Nominating Committee
Members: E. O. Gaylord (Chairman)
John D. Curtin, Jr.
David J. Dilger
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.
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 met two times during the 1997 fiscal year.
DIRECTOR REMUNERATION
Pursuant to the Nonemployee Director Compensation Plan approved at the 1996
Annual Meeting of Shareholders, directors who are not employees of the Company
are compensated for their annual retainer, currently $18,000, in the form of
shares of Common Stock, rather than cash. The number of shares awarded on the
annual election of directors is equal to 167% of the otherwise applicable cash
annual retainer, divided by the fair market value per share of Common Stock on
the date of such annual election. 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. Previously, the annual
retainer was paid monthly in cash.
Additionally, each director of the Company who is not an officer of the
Company receives $1,000 for each Board meeting attended. 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.
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.
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An option to purchase 1,500 shares of Common Stock under the Nonemployee
Director Option Plan was granted to Mr. Gerald Grinstein during the fiscal
year ended March 31, 1997. No options were exercised during fiscal 1997.
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.
Mr. Dilger and Mr. O'Sullivan have declined to receive any remuneration for
their services as directors.
EXECUTIVE COMPENSATION
The following table and narrative sets forth the compensation of the chief
executive officer and the other four most highly compensated executive
officers during the 1997 fiscal year (collectively, the "named officers") for
services rendered in all capacities during fiscal years 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- -----------------------
AWARDS
-----------------------
SECURITIES
RESTRICTED UNDERLYING
NAME AND PRINCIPAL FISCAL OTHER ANNUAL STOCK OPTIONS/SARS
POSITION YEAR SALARY BONUS(1) COMPENSATION(2) AWARD(4) (NUMBER)(5)
------------------ ------ -------- -------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James C. Kempner........ 1997 $354,024 $316,701 $ (3) $242,046 0
President, Chief
Executive Officer, 1996 354,024 0 57,403 0 0
Chief Financial Officer 1995 343,512 0 (3) 0 0
and President, Imperial
Sugar Company
Roger W. Hill........... 1997 284,448 128,947 (3) 150,045 0
Managing Director and
President, 1996 284,448 0 58,140 0 0
Holly Sugar Corporation 1995 273,936 0 45,552 0 0
Peter C. Carrothers..... 1997 166,800 230,700 (3) 155,316 0
Managing Director 1996 166,800 8,340 28,051 0 20,000
1995 135,639 0 (3) 0 15,000
William F. Schwer....... 1997 175,008 222,492 (3) 155,316 0
Managing Director and
Secretary 1996 175,008 8,750 24,954 0 28,000
1995 155,994 0 (3) 0 0
John A. Richmond........ 1997 155,750 165,500 (3) 109,893 0
Managing Director 1996 134,600 0 25,319 0 8,000
1995 130,008 0 (3) 0 0
</TABLE>
- - --------
(1) Bonuses paid in fiscal 1997 and fiscal 1996 were pursuant to the Company's
Performance Incentive Plan and include, in fiscal 1997, a relocation bonus
of $28,945 for Mr. Hill and $15,500 for Mr. Richmond.
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(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 compensation included $8,361 payment
for taxes due on perquisites, a $8,370 automobile allowance, a $23,465
disability insurance policy premium and $13,525 for a bargain vehicle
purchase. 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. Carrothers' fiscal year 1996 other annual compensation
included a $7,500 automobile allowance and a moving allowance of $11,142.
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. Mr.
Richmond's fiscal 1996 other annual compensation included $3,882 in
vacation pay, a $1,794 payment for taxes on perquisites, an $4,780
automobile allowance and $13,525 for a bargain vehicle purchase.
(3) Amount is less than $50,000 or 10% of the sum of salary and bonus.
(4) On May 1, 1997, 86,811 shares of restricted stock valued at $911,516
($10.50 per share, based on the market price on May 1, 1997), were issued
to six executive officers including the named officers. The restricted
stock vests three years from date of grant; dividends, if declared, are
payable on restricted stock.
(5) No options granted include SARs.
The following table sets forth certain information with respect to
unexercised options held at March 31, 1997. No options were granted to or
exercised by the named officers during fiscal 1997.
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
MARCH 31, 1997 (NUMBER) AT MARCH 31, 1997(2)
---------------------------- -------------------------
NAME EXERCISABLE(1) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James C. Kempner......... 71,475 15,500 $245,597 $49,406
Roger W. Hill............ 44,475 2,500 159,534 7,969
Peter C. Carrothers...... 16,250 18,750 54,922 72,890
William F. Schwer........ 20,000 22,750 45,390 91,456
John. A. Richmond........ 10,700 6,750 37,353 26,953
</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;
36,975 for Mr. R.W. Hill and 7,750 for Mr. W. F. Schwer.
(2) Calculated based upon the March 27, 1997 (the last day shares traded in
March 1997) average of the high and low market price per share of $11.875
(as reported by the American Stock Exchange) less the exercise price per
share, times the number of shares.
Retirement Plan
The Imperial Holly Corporation Retirement Plan (the "Retirement Plan") is a
tax qualified 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) to supplement the benefits payable
under the Retirement Plan to the extent that the limitations
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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>
YEARS OF SERVICE
------------------------------------------------------
FINAL AVERAGE 10 15 20 25 30 35
- - ------------- 5 ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
150,000.................. 11,642 23,285 34,927 46,570 58,212 69,854 81,497
250,000.................. 19,892 39,785 59,677 79,570 99,462 119,354 139,247
350,000.................. 28,142 56,285 84,427 112,570 140,712 168,854 196,997
450,000.................. 36,392 72,785 109,177 145,570 181,962 218,354 254,747
550,000.................. 44,642 89,285 133,927 178,570 223,212 267,854 312,497
650,000.................. 52,892 105,785 158,677 211,570 264,462 317,354 370,247
750,000.................. 61,142 122,285 183,427 244,570 305,712 366,854 427,997
850,000.................. 69,392 138,785 208,177 277,570 346,962 416,354 485,747
</TABLE>
Effective for periods after January 1, 1997, compensation under the
Retirement Plan is defined as salary, bonus, overtime and commissions as
reported in the Summary Compensation Table above. For periods prior to January
1, 1997 compensation under the Retirement Plan was 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 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 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 spin-off/termination of predecessors of the Retirement Plan. Benefits
are defined in terms of five-year certain and life annuity; several other
payment options are available to employees. Effective January 1, 1997, the
Retirement Plan was amended to provide benefit levels reflected above which
are based in part on social security covered compensation, which varies from
year to year. The covered compensation used in the benefit amounts above
reflects the level for an individual reaching social security retirement age
in the current year. For purposes of the Retirement Plan, the years of
service, as of March 31, 1997 for the named officers are as follows: Mr. James
C. Kempner (9), Mr. Hill (34), Mr. Carrothers (2), Mr. Schwer (8), and Mr.
Richmond (23).
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>
Salary Continuation Plan
The Company has agreed to provide lump-sum supplemental retirement and death
benefits to participants (currently each of the named officers) 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, $598,349 for Mr. Schwer and $254,942 for Mr. Richmond.
Employment Agreements and Related Arrangements
The Company has Employment Agreements expiring in July 1998, with each of
Messrs. James C. Kempner, Hill and Schwer and expiring in October 1997 with
Mr. Richmond. 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
officer had been terminated as of March 31, 1997, payments under the
Employment Agreements would have been $450,448 for Mr. James C. Kempner,
$361,922 for Mr. Hill, $222,674 for Mr. Schwer and $94,456 for Mr. Richmond.
The Company has Change of Control Agreements with eleven of its executive
officers, including Mr. Carrothers. 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 of control
had occurred and if there was an Involuntary Termination of Employment at
March 31, 1997, the amount due under the Change of Control Agreement would
have been $469,000 for Mr. Carrothers.
The Company has Severance Pay Agreements with Messrs. James C. Kempner,
Hill, Carrothers 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 termination of employment. If a change of control had occurred and
if the service of the named officers had been terminated as of March 31, 1997
under the conditions described above, the amounts due under the Severance Pay
Agreements would have been $316,701 for Mr. James C. Kempner, $201,484 for Mr.
Hill, $239,040 for Mr. Carrothers and $231,242 for Mr. Schwer.
10
<PAGE>
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, 1997.
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
ending March 31. The graph assumes that the value of the investment in the
Common Stock and each index was $1.00 at March 31, 1992 and that all dividends
were reinvested on a quarterly basis.
[PROXY GRAPH APPEARS HERE]
IHK S&P 500 S&P FOOD
------- -------- --------
1992 $ 1.00 $ 1.00 $ 1.00
1993 $ 1.02 $ 1.12 $ 1.07
1994 $ 0.72 $ 1.10 $ 0.96
1995 $ 0.72 $ 1.24 $ 1.12
1996 $ 0.72 $ 1.60 $ 1.37
1997 $ 0.92 $ 1.88 $ 1.65
12
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
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. The Committee monitors competitive
markets with the use of outside experts, and reviews the effectiveness of
current plans and formalizes plans associated with compensation matters and
reports these items to the Board. The Committee also serves in an advisory
capacity for the non-executive positions which cover salary administration
policy, employee development and related strategic pay and performance issues.
An independent compensation consultant advises the Committee on market
compensation practices, providing both quantitative and qualitative
information on industry peers as well as comparably sized companies.
In its capacity of monitoring and administering performance management
programs for the executive staff, the Committee reviews and reports to the
Board the annual plan for incremental salary increases, promotions, incentives
and stock awards. This role may include any mid-year compensation issues
pertaining to executive staffing or status change issues as may be presented
by the Chief Executive Officer. The Chief Executive Officer works with the
Committee and provides details on recommended salary actions for his
subordinates, for annual incentive plan targets and for specific stock awards
for his staff. The Committee independently reviews the performance of the
Chief Executive Officer.
Compensation Program for Company Executives
The Company's executive compensation program, as implemented and overseen by
the Committee, reflects a policy which attempts to retain and motivate key
members of management. This objective is enabled by the sum of the
compensation elements of base pay, annual incentive and long term
compensation.
Base salaries: Base salaries are intended to be competitive. The Chief
Executive Officer has developed a flat infrastructure of general management to
run the diverse functions of administration, finance, legal, agricultural
operations, marketing and sales and plant operations. The base pay levels for
the senior management staff are slightly below the market average for jobs of
similar scope among similarly capitalized firms in the food products and
services industry.
Annual incentive: Annual bonus plan values from the Company's Executive
Officer Bonus Plan established for fiscal year 1997 were constructed to
provide market average total compensation potential, upon achievement of
targeted earnings criteria established in the beginning of the fiscal year.
The bonus plan provides for second quartile pay opportunities in the event the
incentive plan's stretch target earnings were achieved. The bonus plan
contains provisions to pay, at the discretion of the Committee, any bonus
payment beyond the target bonus in restricted stock. The Company's earnings
performance for fiscal year 1997 was such that an award level between target
and stretch was attained. As such, incentive plan earnings beyond target were
paid in part by the restricted stock awards enumerated in the Summary
Compensation Tables above. The plan contains provisions to allow for
discretionary bonuses for exemplary activities.
Long term Incentives: The compensation plans of the Company have
historically and are expected to continue to rely on non-qualified stock
options and other forms of stock based compensation to provide capital
accumulation opportunities commensurate with its shareholders.
13
<PAGE>
During fiscal 1997, no stock options were granted to the named executive
officers. The Committee will continue to monitor the effectiveness of the
existing options in light of available options, previous allocations to the
plans and the potential value of future awards and make recommendations to the
Board and shareholders for additional stock for long term incentives when
appropriate.
Compensation of the Chief Executive Officer
The Committee administers the compensation programs of Mr. James C. Kempner
consistent with the objectives enumerated for the executive group. Mr.
Kempner's compensation is targeted to be at or near the market average for the
top-paid executive in similarly capitalized companies in the foods products
and services industry. Mr. Kempner was granted an increase of $45,984 to a
salary of $400,008, effective April 1, 1997.
The fiscal year 1997 Officer Bonus Plan funded bonuses for the Company's
senior executives as described above, including the Chief Executive Officer.
Earnings objectives of the bonus plan are earnings per share, and the
Committee has the discretion to pay out more or less based or factored upon
individual performance. Based on the Company's significantly improved
performance, the 1997 bonus paid Mr. Kempner was comprised of $316,701 in cash
plus 23,052 shares of restricted stock.
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 fiscal 1998. Therefore, the Committee did not take any action
concerning the limit during fiscal 1997. 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
Gerald Grinstein
H. E. Lentz
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Gaylord is a member 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 continued 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.
14
<PAGE>
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 PERCENTAGE
OF SHARES OF CLASS
--------- ----------
<S> <C> <C>
Greencore Group PLC....................................... 3,800,000 26.7%
St. Stephen's Green House
Earlsfort Terrace
Dublin 2, Ireland
Harris K. Weston (1)(3)................................... 1,347,563 9.5%
Dinsmore & Shohl
1900 Chemed Center
255 East 5th Street
Cincinnati, Ohio 45202
I. H. Kempner, III(1)(2)(5)(10)........................... 715,713 5.0%
P.O. Box 25
Sugar Land, Texas 77487-0025
United States National Bank(8)............................ 1,876,711 13.2%
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 2, 1997 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>
Peter C. Carrothers(5)(6)................................. 33,800 *
John D. Curtin, Jr.(5).................................... 5,676 *
Edward O. Gaylord......................................... 16,476 *
Gerald Grinstein.......................................... 0 *
Ann O. Hamilton(2)(7)..................................... 358,841 2.5%
Roger W. Hill(5)(6)....................................... 68,298 *
Harris L. Kempner, Jr.(1)(9).............................. 454,478 3.2%
I. H. Kempner, III(1)(2)(5)(10)........................... 715,713 5.0%
James C. Kempner(1)(5)(6)(11)............................. 538,794 3.8%
H. E. Lentz............................................... 16,676 *
Robert L. K. Lynch(2)(12)................................. 411,838 2.9%
John A. Richmond(5)(6).................................... 28,830 *
Fayez Sarofim............................................. 678,676 4.8%
William F. Schwer(5)(6) .................................. 38,221 *
Daniel K. Thorne(2)(4).................................... 693,252 4.9%
All directors and executive officers as a group (25 per-
sons)(5)(6).............................................. 3,074,580 21.6%
</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, Mr. I.
H. Kempner, III, Mr. Lynch and Mr. Thorne 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 18,722 shares owned by the Daniel K. Thorne
Foundation of which Mr. Thorne is President. Also includes 875 shares
owned by his wife of which Mr. Thorne disclaims beneficial ownership.
(5) Includes shares subject to stock options exercisable within 60 days as
follows: Mr. I. H. Kempner, III, 81,425 shares; Mr. Carrothers, 16,250
shares; Mr. Curtin, 750 shares; Mr. Hill, 44,475 shares; Mr. James C.
16
<PAGE>
Kempner, 71,475 shares; Mr. W. F. Schwer, 20,000 shares; and Mr. Richmond
10,700 shares and all directors and executive officers as a group, 288,857
shares.
(6) Includes restricted shares as follows: Mr. Carrothers 14,792; Mr. Hill
14,290; Mr. James C. Kempner, 23,052; Mr. Richmond, 10,466; Mr. Schwer
14,792 and all executive officers as a group, 86,811 shares.
(7) Includes 49,072 shares of Common Stock owned by a testamentary trust as
to which Mrs. Hamilton is successor trustee and has voting and investment
power.
(8) Consists of 1,876,711 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 12 but not including any
shares that are held in nominee form for others. United States National
Bank has sole voting power over 1,876,261 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.
(9) 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.
(10) Includes 4,443 shares of Common Stock held by Mr. Kempner's wife, as to
which Mr. Kempner disclaims beneficial ownership.
(11) Includes 6,750 shares of Common Stock owned by a trust of which Mr.
Kempner is a beneficiary.
(12) 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 1997 and Forms 5 and amendments thereto, or written representations
that no Form 5s were required, the Company believes that during fiscal 1997,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than 10% beneficial owners were met.
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 1997, Fayez Sarofim & Co. received approximately $315,000 for
such services. Fayez Sarofim, a director, is Chairman of the Board, President
and owner of a majority of the outstanding capital stock of Fayez Sarofim &
Co.
17
<PAGE>
PROPOSAL 2: 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, 1998. 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 1997
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, 1998.
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, 1997, accompany this Proxy Statement but are not a
part of the proxy soliciting material.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1998
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, 1998 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
18
<PAGE>
IMPERIAL HOLLY CORPORATION
1997 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 substitution, 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 1997 Annual Meeting of Shareholders
of Imperial Holly Corporation to be held on July 25, 1997 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 (of 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
<TABLE>
- - -------------------------------------------------------------------------------------------------------------------------------
[ ]
<S> <C> <C> <C>
1. To elect six directors FOR all nominees [x] WITHHOLD AUTHORITY to [x] *EXCEPTIONS [x]
to serve for the terms listed below vote for all nominees
set forth in the proxy listed below.
statement.
Nominees: Gerald Grinstein, Ann O. Hamilton, Harris L. Kempner, Jr., H.E. Lentz, Kevin C. O'Sullivan, Fayez Sarofim
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
*Exceptions _______________________________________________________________________________________________________
2. To consider and act upon a proposal to 3. To transact such other business as may
ratify the appointment of the firm properly come before the meeting or any
Deloitte & Touche LLP, independent certified adjournment thereof.
public accountants, as auditors of the
Company for its fiscal year ending
March 31, 1998.
FOR [x] AGAINST [x] ABSTAIN [x]
Change of Address and
or 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 _____________________________________________________
____________________________________________________________
VOTES MUST BE INDICATED
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. (x) IN BLACK OR BLUE INK. [x]
</TABLE>
