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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. 1 )*
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 30, 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 8 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
1,014,024
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,014,024
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,014,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.79%
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
1,012,801
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,012,801
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,012,801
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.79%
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
1,012,801
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,012,801
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,012,801
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.79%
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 is filed pursuant to Rule 13d-2(a) with
respect to the securities beneficially owned by the reporting
persons specified herein as of February 9, 1998 and amends and
supplements the Schedule 13D dated January 15, 1998 (the
"Schedule 13D"). Except as set forth herein, the Schedule 13D
is hereby restated in its entirety.
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 $11,202,190.26
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 $11,220,499.76
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 561,624 Common Shares
and $6,127,924, and Westgate's 668,100 shares of Savannah
common stock were exchanged for 560,001 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 1,014,024 shares of
Common Stock constituting 3.79% of the outstanding shares of
Common Stock.
Westgate beneficially owns 1,012,801 shares of Common
Stock constituting 3.79% of the outstanding shares of Common
Stock.
Elliott and Westgate together beneficially own 2,026,825
shares of Common Stock, constituting 7.58% 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.
(c) The following transactions were effected by Elliott
during the past sixty (60) days and have not yet been
reported:
Date<PAGE>
Security<PAGE>
Amount of
Shares
Bought (Sold)<PAGE>
Approximate
Price Per Share
(exclusive
of commissions)<PAGE>
12/18/97 Common 522,653 * 1/16/98 Common<PAGE>
49,000<PAGE>
$10.004 1/20/98 Common 18,800 $10.250 1/21/98<PAGE>
Common<PAGE>
15,700 $10.010 1/22/98 Common 15,000 $9.750<PAGE>
1/23/98<PAGE>
Common 9,300 $9.846 1/26/98 Common 5,100
$10.033<PAGE>
1/27/98 Common 5,000 $10.000 1/28/98 Common 3,500<PAGE>
$9.375<PAGE>
1/29/98 Common 15,000 $9.604 1/30/98 Common<PAGE>
800<PAGE>
$9.688 1/30/98 Common 15,000 $8.958 2/02/98<PAGE>
Common<PAGE>
15,000
With the exception of the transaction marked with an
asterisk ("*"), the above transactions were effected by
Elliott on the American Stock Exchange in New York.
The transaction marked with an asterisk ("*") represents
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 and have not yet been
reported:
Date<PAGE>
Security<PAGE>
Amount of
Shares
Bought (Sold)<PAGE>
Approximate
Price Per Share
(exclusive
of commissions)<PAGE>
12/18/97 Common 521,030 * 1/16/98 Common<PAGE>
49,000<PAGE>
$10.004 1/20/98 Common 18,700 $10.250 1/21/98<PAGE>
Common<PAGE>
15,600 $10.010 1/22/98 Common 16,300 $9.750<PAGE>
1/23/98<PAGE>
Common 9,300 $9.846 1/27/98 Common 5,000
$10.000<PAGE>
1/28/98 Common 3,400 $9.375 1/29/98 Common<PAGE>
15,000<PAGE>
$9.604 1/30/98 Common 700 $9.688 1/30/98<PAGE>
Common<PAGE>
15,000 $8.958 2/02/98 Common 15,000 $8.443
With the exception of the transaction marked with an
asterisk ("*"), the above transactions were effected by
Westgate on the American Stock Exchange in New York.
The transaction marked with an asterisk ("*") represents
Common Shares which Westgate received as consideration in
connection with the Merger.
No other unreported 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.
<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.
February 9, 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
