<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ........ to ........
Commission file number 1-10307
------------------------------
IMPERIAL HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 74-0704500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Imperial Square, Suite 200, P.O. Box 9, Sugar Land, Texas 77487
(Address of principal executive offices, including Zip Code)
(281) 491-9181
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of February 12, 1998.
27,027,594 shares.
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<PAGE> 2
IMPERIAL HOLLY CORPORATION
Index
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Changes in
Shareholders' Equity 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
----------------------
The statements regarding future market prices, acreage planted,
agricultural results and operating results and other statements that are not
historical facts contained in this Quarterly Report on Form 10-Q are
forward-looking statements. The words "expect", "project", "estimate",
"believe", "anticipate", "plan", "intend", "could", "may", "predict" and
similar expressions are also intended to identify forward-looking statements.
Such statements involve risks, uncertainties and assumptions, including,
without limitation, market factors, the effect of weather and economic
conditions, farm and trade policy, the available supply of sugar, available
quantity and quality of sugarbeets and other factors detailed elsewhere in this
and other Company filings with the Securities and Exchange Commission. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those
indicated.
- 2 -
<PAGE> 3
PART I - FINANCIAL INFORMATION
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, 1997 SEPTEMBER 30, 1997
(Unaudited)
----------------- ------------------
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and temporary investments $ 17,299 $ 9,354
Marketable securities 57,848 55,883
Accounts receivable 110,573 62,158
Inventories:
Finished products 228,970 92,815
Raw and in-process materials 132,875 17,623
Supplies 34,371 16,937
Manufacturing costs prior to production 14,041 22,357
Prepaid expenses 9,165 5,448
----------- -----------
Total current assets 605,142 282,575
OTHER INVESTMENTS 11,473 14,646
PROPERTY, PLANT AND EQUIPMENT - net 406,718 154,751
GOODWILL & OTHER INTANGIBLES 282,397 1,310
OTHER ASSETS 73,340 4,337
----------- -----------
TOTAL $ 1,379,070 $ 457,619
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable -- trade $ 188,279 $ 53,923
Short-term borrowings 785 43,091
Current maturities of long-term debt 7,426 1,173
Other current liabilities 75,738 53,986
----------- -----------
Total current liabilities 272,228 152,173
LONG-TERM DEBT 596,395 81,304
DEFERRED TAXES AND OTHER CREDITS 149,844 31,183
SHAREHOLDERS' EQUITY
Preferred stock -- --
Common stock 263,356 83,707
Stock held by benefit trust (10,796)
Retained earnings 88,301 90,870
Unrealized securities gains - net 19,742 18,382
----------- -----------
Total shareholders' equity 360,603 192,959
----------- -----------
TOTAL $ 1,379,070 $ 457,619
=========== ===========
</TABLE>
See notes to consolidated financial statements.
- 3 -
<PAGE> 4
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
------------------------------
1997 1996
------------ ------------
(In Thousands of Dollars,
Except per Share Amounts)
<S> <C> <C>
NET SALES $ 434,867 $ 190,311
------------ ------------
COSTS AND EXPENSES:
Cost of sales 395,408 174,268
Selling, general and administrative 16,944 7,588
Depreciation and amortization 10,962 4,004
------------ ------------
Total 423,314 185,860
------------ ------------
OPERATING INCOME 11,553 4,451
INTEREST EXPENSE (8,380) (2,865)
REALIZED SECURITIES GAINS 110 41
OTHER INCOME -- Net 575 555
------------ ------------
INCOME BEFORE INCOME TAXES & MINORITY INTEREST 3,858 2,182
PROVISION FOR INCOME TAXES 2,234 686
MINORITY INTEREST IN INCOME OF SAVANNAH 1,766 --
------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM (142) 1,496
EXTRAORDINARY ITEM - NET OF TAX (1,999) --
------------ ------------
NET INCOME (LOSS) $ (2,141) $ 1,496
============ ============
BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
Income before extraordinary item ($ 0.01) $ 0.11
============ ============
Net income ($ 0.14) $ 0.11
============ ============
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
Income before extraordinary item ($ 0.01) $ 0.10
============ ============
Net income ($ 0.14) $ 0.10
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 15,670,653 14,147,504
============ ============
</TABLE>
See notes to consolidated financial statements.
- 4 -
<PAGE> 5
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-------------------------
1997 1996
--------- ---------
(In Thousands of Dollars)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (2,141) $ 1,496
Adjustments for non-cash and non-operating items:
Extraordinary item - net 1,999
Minority interest in earnings of Savannah 1,766
Depreciation & amortization 10,962 4,004
Other (290) (119)
--------- ---------
12,296 5,381
Working capital changes (excluding working capital
acquired in the Savannah acquisition):
Receivables 20,220 16,035
Inventory (167,449) (68,035)
Deferred and prepaid costs 27,625 14,235
Accounts payable 78,600 5,377
Other liabilities (9,121) (2,334)
--------- ---------
Operating cash flow (37,829) (29,341)
--------- ---------
INVESTMENT ACTIVITIES:
Acquisition of Savannah, net of cash acquired (360,961) --
Capital expenditures (10,148) (1,864)
Investment in marketable securities (653) (1,205)
Proceeds from sales of securities 887 1,177
Proceeds from sales of fixed assets 60 34
Other (7,131) 3,702
--------- ---------
Investing cash flow (377,946) 1,844
--------- ---------
FINANCING ACTIVITIES:
Short-term bank borrowings - net (42,306) 24,434
Long term debt:
Proceeds of borrowings 587,674
Repayment of long-term debt (126,256) (412)
Dividends paid (428) --
Issuance of stock 5,036
Other -- 139
--------- ---------
Financing cash flow 423,720 24,161
--------- ---------
INCREASE (DECREASE) IN CASH AND TEMPORARY INVESTMENTS 7,945 (3,336)
CASH AND TEMPORARY INVESTMENTS, BEGINNING OF PERIOD 9,354 6,142
--------- ---------
CASH AND TEMPORARY INVESTMENTS, END OF PERIOD $ 17,299 $ 2,806
========= =========
</TABLE>
See notes to consolidated financial statements.
- 5 -
<PAGE> 6
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three Months Ended December 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK COMMON STOCK
-------------------------- -------------------------- UNREALIZED
HELD BY HELD BY RETAINED SECURITIES
ISSUED BENEFIT TRUST AMOUNT BENEFIT TRUST EARNINGS GAINS TOTAL
------ ------------- ------ ------------- -------- ----- -----
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SEPTEMBER 30, 1997 14,283,775 $83,707 $90,870 $18,382 $192,959
NET INCOME (LOSS) (2,141) (2,141)
CASH DIVIDENDS (428) (428)
STOCK ISSUED IN MERGER 13,176,193 (814,810) 174,584 ($10,796) 163,788
STOCK ISSUED TO
H. KEMPNER TRUST
ASSOCIATION 377,358 5,000 5,000
EMPLOYEE STOCK PURCHASE
PLAN & OTHER 3,602 65 65
CHANGE IN UNREALIZED
SECURITIES GAINS 1,360 1,360
---------- -------- -------- -------- ------- ------- --------
BALANCE DECEMBER 31, 1997 27,840,928 (814,810) $263,356 ($10,796) $88,301 $19,742 $360,603
========== ======== ======== ======== ======= ======= ========
</TABLE>
See notes to consolidated financial statements.
- 6 -
<PAGE> 7
IMPERIAL HOLLY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
Basis of Presentation - The unaudited condensed consolidated financial
statements included herein have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect, in the
opinion of management, all adjustments, consisting only of normal recurring
accruals, that are necessary for a fair presentation of financial position and
results of operations for the interim periods presented. These financial
statements include the accounts of Imperial Holly Corporation and its majority
owned subsidiaries (the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation. Certain information and
footnote disclosures required by generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations. The financial
statements included herein should be read in conjunction with the financial
statements and notes thereto included in the Company's Transition Report on Form
10-K for the period ended September 30, 1997.
Reclassifications - Certain amounts reported in prior fiscal periods
have been reclassified to conform with the current period's presentation.
Cost of Sales - Payments to growers for sugarbeets are based in part
upon the Company's average net return for sugar sold (as defined in the
participating contracts with growers) during the grower contract years, some of
which extend beyond December 31. The contracts provide for the sharing of the
net selling price (gross sales price less certain marketing costs, including
packaging costs, brokerage, freight expense and amortization of costs for
certain facilities used in connection with marketing) with growers. Cost of
sales includes an accrual for estimated additional amounts to be paid to growers
based on the average net return realized for sugar sold in each of the contract
years through December 31. The final cost of sugarbeets cannot be determined
until the end of the contract year for each growing area. Manufacturing costs
prior to production are deferred and allocated to production costs based on
estimated total units of production for each sugar manufacturing campaign.
Additionally, the Company's sugar inventories, which are accounted for on a LIFO
basis, are periodically reduced at interim dates to levels below that of the
beginning of the fiscal year. When such interim LIFO liquidations are expected
to be restored prior to fiscal year-end, the estimated replacement cost of the
liquidated layers is utilized as the basis of the cost of sugar sold from
beginning of the year inventory. Accordingly, the cost of sugar utilized in the
determination of cost of sales for interim periods includes estimates which may
require adjustment in future fiscal periods.
Accounting Pronouncements - Effective April 1, 1996, the Company
adopted Statement of Financial Accounting Standards No. 123 "Accounting of
Stock-based Compensation" ("SFAS No. 123"), and elected to continue to follow
Accounting Principles Board Opinion No. 25 to measure employee stock
compensation cost. The impact of SFAS No. 123 on proforma earnings per share for
the three months ended December 31, 1997 and 1996 was not significant.
- 7 -
<PAGE> 8
Recently, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income", and
Statement of Financial Accounting Standards No. 131, "Disclosures About Segments
of an Enterprise and Related Information". These statements, which are effective
for the Company's fiscal year ending March 31, 1999, establish additional
disclosure requirements but do not affect the measurement of results of
operation. Management is evaluating what, if any, additional disclosures may be
required when these statements are implemented.
Savannah Acquisition - The Company acquired Savannah Foods &
Industries, Inc. ("Savannah") in a two step transition concluded December 22,
1997, when Savannah merged with a wholly owned subsidiary of the Company.
Previously, the Company had purchased 50.1% of Savannah's outstanding common
stock in a tender offer which was completed October 17, 1997. Consideration in
the acquisition consisted of $368.6 million cash and 12,361,000 shares of the
Company's common stock valued at $163.8 million.
The acquisition has been accounted for as a purchase, and these
consolidated financial statements include the results of Savannah's operations
and its cash flows since October 17, 1997, net of the minority shareholders'
interest in the earnings of Savannah through December 22, 1997. Pro forma
operating results as if the acquisition and related financing transactions
described below had occurred on September 30, 1996, are as follows:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
--------------------------
1997 1996
----------- -----------
(In Thousands of Dollars)
<S> <C> <C>
Net Sales $ 504,413 $ 493,432
----------- -----------
Cost of Sales 459,503 439,583
Selling, General and Administrative Expenses 19,695 22,588
Depreciation and Amortization 11,405 10,967
----------- -----------
Operating Income 13,810 20,294
Interest Expense (11,351) (14,278)
Other Income 1,372 668
----------- -----------
Income Before Income Taxes 3,831 6,684
Provision for Income Taxes 2,401 3,188
----------- -----------
Net Income $ 1,430 $ 3,496
=========== ===========
Basic Earnings Per Share $ 0.05 $ 0.13
=========== ===========
Diluted Earnings Per Share $ 0.05 $ 0.13
=========== ===========
Weighted Average Shares Outstanding 27,024,748 26,886,245
=========== ===========
</TABLE>
- 8 -
<PAGE> 9
In connection with the acquisition, the Company entered into a senior
credit facility consisting of senior secured term loans aggregating $255 million
and a $200 million senior secured revolving credit facility. Additionally, the
Company issued $250 million of 9-3/4% Senior Subordinated Notes due 2007 and
repurchased $75.1 million of its 8-3/8% Senior Notes due 1999 at a premium which
is recorded, net of related taxes, as an extraordinary item. The senior credit
facility is secured by substantially all of the Company's assets, and contains
restrictive covenants which may limit, among other things, the Company's ability
to incur additional indebtedness, make capital expenditures and investments or
pay dividends. Additionally, the Company sold 377,358 shares of common stock to
the H. Kempner Trust Association concurrent with the closing of the merger.
Earnings per Share - The following table presents information necessary
to calculate basic and diluted earnings per share. Amounts for the three months
ended December 31, 1996 have been restated to conform with the requirements of
Statement of Financial Accounting Standards No. 128 "Earnings per Share", which
was adopted effective December 31, 1997.
<TABLE>
<CAPTION>
Three Months Ended
December 31,
------------------------------
1997 1996
------------ ------------
(In Thousands of Dollars)
<S> <C> <C>
Earnings for basic and diluted computation:
Income (loss) before extraordinary item $ (142) $ 1,496
Adjustments - None -- --
------------ ------------
Adjusted income (loss) before extraordinary item $ (142) $ 1,496
============ ============
Net income $ (2,141) $ 1,496
Adjustments - None -- --
------------ ------------
Adjusted net income $ (2,141) $ 1,496
============ ============
Basic earnings per share:
Weighted average shares outstanding 15,670,653 14,147,504
============ ============
Income (loss) per share before
extraordinary item $ (0.01) $ 0.11
============ ============
Net income (loss) per share $ (0.14) $ 0.11
============ ============
Diluted earnings per share:
Weighted average shares outstanding 15,670,653 14,147,504
Incremental shares issuable from assumed
exercise of stock options under the
treasury stock method 116,960 209,529
------------ ------------
Weighted average shares outstanding -
as adjusted 15,787,613 14,357,033
============ ============
Income (loss) per share before
extraordinary item $ (0.01) $ 0.10
============ ============
Net income (loss) per share $ (0.14) $ 0.10
============ ============
</TABLE>
- 9 -
<PAGE> 10
Parent Company (Only) Information - Condensed financial information for Imperial
Holly Corporation (parent company only) was a follows (in thousands of dollars):
<TABLE>
<CAPTION>
Three Months Ended
December 31,
------------------------
1997 1996
---- ----
<S> <C> <C>
Income Statement Data
- ---------------------
Net Sales $75,194 $82,339
Operating income (2,478) 4,272
Equity in undistributed earnings of subsidiaries 4,833 (1,462)
Income (loss) before extraordinary item (142) 1,496
</TABLE>
<TABLE>
<CAPTION>
December 31,
------------
1997
----
<S> <C>
Balance Sheet Data
- ------------------
Current assets $92,320
Property, plant and equipment, net 40,147
Investment in subsidiaries, at equity 649,754
Total assets 974,057
Current liabilities 22,475
Long-term debt, net 573,801
Shareholder's equity 360,603
</TABLE>
- 10 -
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As a result of the completion of the Savannah acquisition, the Company
had substantial increases in sales, costs and expenses, assets, liabilities and
its level of indebtedness. The pro forma financial information included in the
Notes to Consolidated Financial Statements present the combined results of the
companies as if the acquisition and related financing transactions had occurred
as of September 30, 1996.
The Company's primary capital requirements are expected to include debt
service, capital expenditures and working capital. The primary sources of
capital are expected to be cash flow from operations and borrowings under the
revolving credit facility. At December 31, 1997, the Company had $131.4 million
available under its $200 million revolving credit facility. Based upon current
and anticipated future operations and anticipated future cost savings, the
Company believes that capital resources will be adequate to meet anticipated
future capital requirements. There can be no assurance, however, that the
Company will realize sufficient cost savings or generate sufficient cash flow
that, together with the other sources of capital, will enable the Company to
service its indebtedness, or make anticipated capital expenditures. If the
Company is unable to generate sufficient cash flow from operations or to borrow
sufficient funds in the future to service its debt, it may be required to sell
assets, reduce capital expenditures, refinance all or a portion of its existing
indebtedness, or obtain additional financing.
The Company's financing arrangements entered into in connection with
the acquisition of Savannah Foods impose various restrictions and covenants on
the Company which could potentially limit the Company's ability to respond to
market conditions, to provide for unanticipated capital investments, to raise
additional debt or equity capital, or to take advantage of business
opportunities.
The Company's senior credit facility incurs interest at variable rates.
The Company has entered into interest rate swap arrangements aggregating $180
million, to limit its exposure to future increases in interest rates.
The Company has developed plans to address the possible exposures
related to the impact on its computer systems of the Year 2000. Key financial,
information and operational systems have been assessed and plans are being
implemented to modify or replace each affected system on a timely basis. The
financial impact of making the required systems changes is not expected to be
material to the Company's consolidated financial position, results of operations
or cash flows.
The Company's capital expenditures for fiscal 1998 are expected to be
approximately $58 million, including the completion of major projects to expand
the Sidney, Montana factory, as well as to add bulk sugar storage and high speed
packaging equipment at the Sugar Land refinery.
The 2% increase in proforma net sales for the three months ended
December 31, 1997 compared to 1996 results from higher volumes of beet sugar
sales. Refined sugar sales prices were lower in the current quarter due to a
larger domestic sugar beet crop. This reduction and poor operating performance
at the Company's Sugar Land cane sugar refinery, were the primary factors
contributing to the $8.9 million reduction in pro forma gross margin. The
Company has made changes in the management of the Sugar Land refinery in an
attempt to improve operations. Partially offsetting these effects were improved
operating results at Savannah's production facilities, particularly its Michigan
beet sugar factories.
- 11 -
<PAGE> 12
Beet sugar cost continued to be adversely affected by low acreage at
the Company's Torrington, Wyoming and Hereford, Texas factories. In February
1998, the Company announced that it would cease sugar beet processing at the
Hereford factory and continue utilizing the packaging and distribution
facilities at Hereford. Severance and other cash costs related to this decision
are estimated to be $1.2 million; the Company is currently analyzing the amount
of the impairment loss, if any, which may be incurred on Hereford's $13.5
million of plant, property and equipment. The Company expects to record a charge
in its second fiscal quarter for such costs.
A significant portion of the Company's industrial sales are made under
forward sales contracts, most of which commence October 1 and extend for up to a
year, resulting in a lagging effect of market price changes on the Company's
sugar sales. To mitigate its exposure to future price changes, the Company
purchases raw cane sugar under forward purchase contracts and attempts to match
refined sugar sales contracted for future delivery with the purchase or pricing
of raw sugar when feasible.
The Company purchases sugar beets under participatory contracts which
provide for a percentage sharing of the net selling price realized on refined
beet sugar sales and, in some cases, by products, between the Company and the
grower. Use of this type of contract reduces the Company's exposure to price
risk on sugarbeet purchases so long as the contract net selling price does not
fall below the regional minimum support prices established by the USDA.
Consequently, the decrease in the unit selling price of refined beet sugar
resulted in decreases in the unit cost of sugarbeets purchased, mitigating the
impact on beet sugar sales margins.
Pro forma selling, general and administrative costs were $2.9 million
lower for the three months ended December 31, 1997 compared to the same period
of the prior year, as increases in volume related selling and warehousing costs
were more than offset by reductions in general and administrative costs,
primarily incentive compensation, relocation and Savannah's corporate overhead
costs. The Company is reorganizing to remove duplicate administrative functions
and expects to record a charge in its second fiscal quarter of approximately
$800,000 in connection with a 14% reduction in staff. This and other measures
management is taking are expected to ultimately produce cost savings in excess
of $40 million annually, approximately $20 million of which are in selling,
general and administrative expenses. Management believes that over one-half of
the total reduction will be in place on a "run rate" basis by the end of fiscal
1998.
Pro forma interest expense for the three months ended December 31, 1997
was lower than the comparable period of the prior year as a result of both lower
short-term interest rates and reduced revolving credit borrowings.
The minority interest in the earnings of Savannah is for the period
from October 17, 1997 through December 22, 1997, when Savannah became a
wholly-owned subsidiary.
- 12 -
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Shareholders held on January 30, 1998 the
following proposals were acted upon:
Proposal 1 - Nominees for Directors were elected to serve as Class I
Directors for terms of office expiring in 2001 by the vote totals as follow:
<TABLE>
<CAPTION>
NUMBER OF VOTES
FOR WITHHELD
<S> <C> <C>
John D. Curtin 12,459,489 72,988
I. H. Kempner, III 12,459,489 72,988
James C. Kempner 12,459,856 72,621
Daniel K. Thorne 12,459,949 72,528
</TABLE>
Class II Directors, whose terms of office continue until 1999 are David
J. Dilger, Edward O. Gaylord, Gerald Grinstein, Robert L. Harrison and William
W. Sprague, III. Class III Directors, whose terms of office continue until 2000
are Ann O. Hamilton, Harris L. Kempner, Jr., H. E. Lentz, Kevin C. O'Sullivan
and Fayez Sarofim.
Proposal 2 - The proposal to amend the Company's Stock Incentive Plan
was approved by a vote of 11,640,134 for and 747,335 against with 145,008
abstentions.
Proposal 3 - The appointment of Deloitte & Touche LLP as auditors of
the Company for the fiscal year ending September 30, 1998 was ratified by a vote
of 12,385,308 for and 8,155 against with 139,014 abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits required to be filed with this report are listed below:
Exhibit 27 Financial Data Schedules
Registrant is a party to several long-term debt instruments under which
in each case the total amount of securities authorized does not exceed 10% of
the total assets of Registrant and its subsidiaries on a consolidated basis.
Pursuant to paragraph 4(iii) (A) of Item 601(b) of Regulation S-K, Registrant
agrees to furnish a copy of such instruments to the Securities and Exchange
Commission upon request.
(b) During the three months ended December 31, 1997, the Company filed
a current report on Form 8-K dated as of October 17, 1997 (amended by Form 8-K/A
on December 8, 1997). Additionally, the Company filed a current report on Form
8-K dated as of December 22, 1997 (amended by Form 8-K/A on January 13, 1998).
- 13 -
<PAGE> 14
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 thereunto duly authorized.
IMPERIAL HOLLY CORPORATION
(Registrant)
Dated: February 17, 1998 By: /s/ James C. Kempner
--------------------
James C. Kempner
President,
Chief Executive Officer
and Chief Financial Officer
(Principal Financial Officer)
- 14 -
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedules
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's unaudited condensed consolidated financial statements for the three
months ended December 31, 1997 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 17,299
<SECURITIES> 57,848
<RECEIVABLES> 110,573
<ALLOWANCES> 0
<INVENTORY> 396,216
<CURRENT-ASSETS> 605,142
<PP&E> 568,947
<DEPRECIATION> 162,229
<TOTAL-ASSETS> 1,379,070
<CURRENT-LIABILITIES> 272,228
<BONDS> 596,395
0
0
<COMMON> 252,560
<OTHER-SE> 108,043
<TOTAL-LIABILITY-AND-EQUITY> 1,379,070
<SALES> 434,867
<TOTAL-REVENUES> 434,867
<CGS> 395,408
<TOTAL-COSTS> 395,408
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,380
<INCOME-PRETAX> 3,858
<INCOME-TAX> 2,234
<INCOME-CONTINUING> (142)
<DISCONTINUED> 0
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