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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d - 101)
Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No. )*
IMPERIAL HOLLY CORPORATION
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
452835101
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 1998
(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 .
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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 disclosures
provided in a prior cover page.
The information required on 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).
(Continued on the Following Pages)
(Page 1 of 13 Pages)<PAGE>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
846,827
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
846,827
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
846,827
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.17%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Westgate International, L.P., a Cayman Islands
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
849,804
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
849,804
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
849,804
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.18%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Martley International, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
849,804
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
849,804
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
849,804
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.18%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. Security and Issuer
This statement relates to the Common Stock, without par
value (the "Common Stock"), of Imperial Holly Corporation (the
"Issuer"). The Issuer's principal executive office is located
at One Imperial Square, Suite 200, P.O. Box 9, Sugar Land,
Texas 77487.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase, sell,
trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Singer's principal occupation or employment is
that of serving as general partner of Elliott and
Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present
principal occupation or employment of the general
partners of Braxton LP are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley<PAGE>
Braxton
Associates,
Inc.<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP
The name, business address, and present principal
occupation or employment of each director and executive
officer of Braxton Associates, Inc. are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase, sell,
trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Hambledon,
Inc.<PAGE>
c/o Midland Bank
Trust Corporation
(Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West
Indies<PAGE>
General partner of
Westgate
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019<PAGE>
General partner of
Elliott and
Braxton LP and
President of
Martley
(d) and (e)During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in making
purchases of the Common Stock beneficially owned by it are set
forth below.
SOURCE OF FUNDS: AMOUNT OF FUNDS:
Margin accounts maintained at $9,570,805.02
Goldman Sachs, Paine Webber,
Smith Barney, Bear Stearns, and
Morgan Stanley
The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS: AMOUNT OF FUNDS:
Margin accounts maintained at $9,631,758.54
Goldman Sachs, Paine Webber,
Smith Barney, Bear Stearns, and
Morgan Stanley
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Common Stock
beneficially owned by it in the ordinary course of its trade
or business of purchasing, selling, trading and investing in
securities, and in connection with the Issuer's merger with
Savannah Foods & Industries, Inc. ("Savannah"), of which both
Elliott and Westgate were shareholders (the "Merger"). In
connection with the Merger, Elliott's 670,102 shares of
Savannah common stock were exchanged for 561,627 Common Shares
and $6,127,924, and Westgate's 668,100 shares of Savannah
common stock were exchanged for 560,004 Common Shares and
$6,108,939. Martley has acted as investment manager with
respect to Westgate's acquisition of beneficial ownership of
Common Stock.
Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional Common Stock or related securities or may
dispose of all or a portion of the Common Stock or related
securities that it now beneficially owns or may hereafter
acquire.
Except as set forth herein, none of Elliott, Westgate or
Martley has any plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 846,827 shares of Common
Stock constituting 3.17% of the outstanding shares of Common
Stock.
Westgate beneficially owns 849,804 shares of Common
Stock constituting 3.18% of the outstanding shares of Common
Stock.
Elliott and Westgate together beneficially own 1,696,631
shares of Common Stock, constituting 6.35% of all outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.
Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the Common Stock owned by Westgate. Information regarding
each of Westgate and Martley for the purposes of subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.
<PAGE>
(c) The following transactions were effected by Elliott
during the past sixty (60) days:
Date<PAGE>
Security<PAGE>
Amount of
Shares
Bought (Sold)<PAGE>
Approximate
Price Per Share
(exclusive
of commissions)<PAGE>
12/18/97 Common 522,656 * 12/19/97 Common
7,700<PAGE>
$11.555 12/22/97 Common 10,000 $12.310 12/22/97 Common<PAGE>
11,000<PAGE>
$12.375 12/26/97 Common 4,000 $11.125 12/26/97<PAGE>
Common<PAGE>
38,971 * 12/29/97 Common 10,400
$10.944<PAGE>
01/05/97 Common 4,500 $10.911 01/06/97<PAGE>
Common<PAGE>
8,000 $11.050 01/07/98 Common 50,000
$11.000<PAGE>
01/07/98 Common 7,000 $11.059 01/08/98<PAGE>
Common<PAGE>
9,000 $11.597 01/09/98 Common 3
With the exception of those transactions marked with an
asterisk ("*"), the above transactions were effected by
Elliott on the American Stock Exchange in New York.
The transactions marked with an asterisk ("*") represent
Common Shares which Elliott received as consideration in
connection with the Merger.
<PAGE>
The following transactions were affected by Westgate
during the past sixty (60) days:
Date<PAGE>
Security<PAGE>
Amount of
Shares
Bought (Sold)<PAGE>
Approximate
Price Per Share
(exclusive
of commissions)<PAGE>
12/18/97 Common 521,033 * 12/19/97 Common
34,800<PAGE>
$11.319 12/19/97 Common 7,600 $11.555 12/22/97<PAGE>
Common<PAGE>
13,000 $12.310 12/22/97 Common 14,000
$12.375<PAGE>
12/23/97 Common 15,000 $11.625 12/24/97 Common
5,500<PAGE>
$11.114 12/26/97 Common 6,000 $11.125 12/26/97 Common<PAGE>
38,971<PAGE>
* 12/29/97 Common 12,800 $10.944 12/30/97<PAGE>
Common<PAGE>
65,500 $10.824 12/31/97 Common 25,000
$10.850<PAGE>
01/02/98 Common 2
With the exception of those transactions marked with an
asterisk ("*") the above transactions were effected by
Westgate on the American Stock Exchange in New York.
The transactions marked with an asterisk ("*") represent
Common Shares which Westgate received as consideration in
sactions marked with an asterisk ("*") represent
Common Shares which Westgate received as consideration in
connection with the Merger.
No other transactions were effected by Elliott or
Westgate during the past sixty (60) days.
(d) No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.
No person other than Westgate has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Not applicable.
ITEM 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: ELLIOTT ASSOCIATES, L.P.
January 15, 1998
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of Imperial
Holly Corporation, dated January 15, 1998, is, and any further
amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended.
Dated as of: January 15, 1998
ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.
By:/s/ Paul E. Singer By: Martley International,
Paul E. Singer Inc.,
General Partner as Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
