<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1998
REGISTRATION NO. 333-44955
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
NOTE EXCHANGE OFFER
ON
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
IMPERIAL HOLLY CORPORATION
AND OTHER REGISTRANTS
(SEE TABLE OF OTHER REGISTRANTS BELOW)
(Exact Name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
TEXAS 2062 74-0704500
(State or other jurisdiction of Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) (Classification Code Number) Identification No.)
</TABLE>
ONE IMPERIAL SQUARE, SUITE 200
8016 HIGHWAY 90-A
SUGAR LAND, TEXAS 77478
(281) 491-9181
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------------
WILLIAM F. SCHWER
MANAGING DIRECTOR AND GENERAL COUNSEL
ONE IMPERIAL SQUARE, SUITE 200
8016 HIGHWAY 90-A
SUGAR LAND, TEXAS 77478
(281) 491-9181
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of
Agent for Service for All Registrants)
------------------------
Copies to:
ROBERT V. JEWELL, ESQ.
DAN A. FLECKMAN, ESQ.
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
TABLE OF OTHER REGISTRANTS
<TABLE>
<CAPTION>
STATE OR OTHER
JURISDICTION OF PRIMARY STANDARD
EXACT NAME OF REGISTRANT INCORPORATION OR INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER
AS SPECIFIED IN ITS CHARTER ORGANIZATION CODE NUMBER IDENTIFICATION NUMBER
--------------------------- ---------------- ------------------------- ---------------------
<S> <C> <C> <C>
Savannah Foods & Industries, Inc. Delaware 2060 58-1089367
Biomass Corporation Delaware 2096 58-1352153
Dixie Crystals Brands, Inc. Delaware 2096 59-2042699
Dixie Crystals Foodservice, Inc. Delaware 2096 (Applied For)
King Packaging Company, Inc. Georgia 5098 58-1111816
Food Carrier, Inc. Georgia 4200 58-1217108
Michigan Sugar Company Michigan 2063 38-0830870
Great Lakes Sugar Company Ohio 2063 34-1470741
Savannah Foods Industrial, Inc. Delaware 2062 58-2181649
Phoenix Packing Corporation Delaware 2096 58-1871380
Savannah Sugar Refining Corporation Georgia 4200 58-1779614
Savannah Investment Company Delaware 2062 58-1697589
Holly Northwest Company Nevada 2063 84-1307934
Holly Sugar Corporation New York 2063 84-0228800
Fort Bend Utilities Company Texas 4931 74-0629715
Imperial Sweetener Distributors, Inc. Texas 4212 74-1993077
Limestone Products Company Delaware 1498 13-3366165
Crown Express, Inc. Texas 4212 76-0218213
</TABLE>
<PAGE> 3
PART II
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Articles of Incorporation provide that a director will not be
liable to the corporation or its stockholders for monetary damages for an act or
omission in such director's capacity as director, except in the case of: (i)
breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which the director received an improper benefit, (iv) an act or omission
for which the liability of a director is expressly provided for by statute or
(v) an act related to an unlawful stock repurchase or payment of a dividend.
The Company's Bylaws provide that the corporation will indemnify, and
advance expenses (including court costs and attorney's fees) to, any officer,
director, employee or agent to the fullest extent permitted by applicable law at
the time of the adoption of the the Company's Bylaws and such greater extent as
applicable law may thereafter permit.
Under the Texas Business Corporation Act (the "TBCA"), directors, officers,
employees or agents are entitled to indemnification against expenses (including
attorneys' fees) whenever they successfully defend legal proceedings brought
against them by reason of the fact that they hold such a position with the
corporation. In addition, with respect to actions not brought by or in the right
of the corporation, indemnification is permitted under the TBCA for expenses
(including attorneys' fees), judgments, fines, penalties and reasonable
settlement if it is determined that the person seeking indemnification acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders and, with respect
to criminal proceedings he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
the corporation, indemnification is permitted under the TBCA for expenses
(including attorneys' fees) and reasonable settlements, if it is determined that
the person seeking indemnification acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders; provided, indemnification is not permitted if
the person is found liable to the corporation, unless the court in which the
court or suit was brought has determined that indemnification is fair and
reasonable in view of all the circumstances of the case.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings and certain liabilities
which might be imposed as a result of such claims, action, suits or proceedings,
which may be brought against them by reason of being or having been such
directors and officers.
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*2(a) -- Agreement and Plan of Merger, dated September 12, 1997,
among Imperial Holly Corporation, IHK Merger Sub
Corporation and Savannah Foods & Industries, Inc.
(incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-4
(Registration No. 333-40445) (the "Savannah S-4")).
*3(a) -- Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Registration Statement on Form S-4
(Registration No. 33-20959)).
*3(b) -- Articles of Amendment to Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1990 (File No. 1- 10307)).
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3(c) -- By-Laws of the Company (incorporated by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K
for the year ended March 31, 1989 (File No. 0-16674) (the
"1989 Form 10-K")).
+4(a)(1) -- Amended and Restated Credit Agreement, dated as of
December 22, 1997, among Imperial Holly Corporation, as
Borrower, the Several Lenders from time to time Parties
thereto, Lehman Brothers, Inc., as Arranger, Lehman
Brothers Commercial Paper, Inc., as Syndication Agent and
Harris Trust and Savings Bank, as Administrative and
Collateral Agent.
+4(a)(2) -- Amended and Restated Guarantee and Collateral Agreement,
dated as of December 22, 1997, made by Imperial Holly
Corporation and certain of its Subsidiaries in favor of
Harris Trust and Savings Bank, as Collateral Agent.
+4(b) -- Indenture dated as of December 22, 1997 between the
Company, certain subsidiaries of the Company and The Bank
of New York, as Trustee, relating to the Company's 9 3/4%
Senior Subordinated Notes due 2007 (including form of
9 3/4% Senior Subordinated Note due 2007 and form of
Subsidiary Guarantee).
*4(c) -- Indenture dated as of October 15, 1992 by and between the
Company and Texas Commerce Bank National Association, as
Trustee, relating to the Company's 8 3/8% Senior Notes
due 1999 (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992 (File 1-10307)).
++5(a) -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered.
*10(a) -- Imperial Holly Corporation Stock Incentive Plan (as
amended and restated effective May 1, 1997) (incorporated
by reference to Exhibit 10(a) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1997
(File No. 1-10307) (the "1997 Form 10-K")).
*10(b) -- Specimen of the Company's Employment Agreement for
certain of its officers (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1990 (File No.
1-10307) (the "September 1990 Form 10-Q")).
*10(b)(2) -- Specimen of the Company's Amendment to Employment
Agreement for certain of its officers (incorporated by
reference to Exhibit 10(c)(2) to the 1994 Form 10-K).
*10(b)(3) -- Schedule of Employment Agreements (incorporated by
reference to Exhibit 10(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1994 (File No. 1-10307) (the "September 1994 Form
10-Q")).
*10(c) -- Specimen of the Company's Severance Pay Agreements for
certain of its officers (incorporated by reference to
Exhibit 10.2 to the September 1990 Form 10-Q).
*10(d)(1) -- Imperial Holly Corporation Salary Continuation Plan (as
amended and restated effective August 1, 1994)
(incorporated by reference to Exhibit 10(b)(1) to the
September 1994 Form 10-Q).
*10(d)(2) -- Specimen of the Company's Salary Continuation Agreement
(Fully Vested) (incorporated by reference to Exhibit
10(b)(2) to the September 1994 Form 10-Q).
*10(d)(3) -- Specimen of the Company's Salary Continuation Agreement
(Graduated Vesting) (incorporated by reference to Exhibit
10(b)(3) to the September 1994 Form 10-Q).
*10(d)(4) -- Schedule of Salary Continuation Agreements (incorporated
by reference to Exhibit 10(d)(4) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1996
(File No. 1-10307) (the "1996 Form 10-K")).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10(e)(1) -- Imperial Holly Corporation Benefit Restoration Plan (as
amended and restated effective August 1, 1994)
(incorporated by reference to Exhibit 10(c)(1) to the
September 1994 Form 10-Q).
*10(e)(2) -- Specimen of the Company's Benefit Restoration Agreement
(Fully Vested) (incorporated by reference to Exhibit
10(c)(2) to the September 1994 Form 10-Q).
*10(e)(3) -- Specimen of the Company's Benefit Restoration Agreement
(Graduated Vesting) (incorporated by reference to Exhibit
10(c)(3) to the September 1994 Form 10-Q).
*10(e)(4) -- Schedule of Benefit Restoration Agreements (incorporated
by reference to Exhibit 10(e)(4) to the 1996 Form 10-K).
*10(f)(1) -- Imperial Holly Corporation Executive Benefits Trust
(incorporated by reference to Exhibit 10.5 to the
September 1990 Form 10-Q).
*10(f)(2) -- First Amendment to the Company's Executive Benefits Trust
dated June 4, 1991 (incorporated by reference to Exhibit
10(g)(2) to the 1994 Form 10-K).
*10(g) -- Imperial Holly Corporation 1989 Nonemployee Director
Stock Option Plan (incorporated by reference to Exhibit A
to the Company's Proxy Statement dated June 16, 1989 for
the 1989 Annual Meeting of Shareholders, File No.
0-16674).
*10(h) -- Imperial Holly Corporation Retirement Plan For
Nonemployee Directors (incorporated by reference to
Exhibit 10(j) to the 1994 Form 10-K).
*10(i)(1) -- Specimen of the Company's Change of Control Agreement
(incorporated by reference to Exhibit 10(d)(1) to the
September 1994 Form 10-Q).
*10(i)(2) -- Schedule of Change of Control Agreements (incorporated by
reference to Exhibit 10(i)(2) to the 1997 Form 10-K).
*10(j) -- Independent Consultant Agreement between I. H. Kempner
III and the Company (incorporated by reference to Exhibit
10(k) to the 1996 Form 10-K).
*10(k) -- Specimen of the Company's Restricted Stock Agreement with
certain of its officers (incorporated by reference to
Exhibit 10(k) to the 1997 Form 10-K).
*10(l) -- Schedule of Restricted Stock Agreements (incorporated by
reference to Exhibit 10(l) to the 1997 Form 10-K).
*10(m) -- Agreement of Limited Partnership of ChartCo Terminal,
L.P. (incorporated by reference to Exhibit 10(j) to the
1990 Form 10-K).
*11 -- Computation of Income Per Common Share (incorporated by
reference to Exhibit 11 to the Company's Transition
Report on Form 10-K for the six months ended September
30, 1997).
+21 -- Subsidiaries of the Company.
+23.1 -- Consent of Deloitte & Touche LLP, Independent Auditors.
+23.2 -- Consent of Arthur Andersen LLP, Independent Public
Accountants.
+23.3 -- Consent of Price Waterhouse LLP, Independent Accountants.
++23.4 -- Consent of Andrews & Kurth L.L.P. (included in opinion
filed as Exhibit 5(a)).
++25.1 -- Form T-1 Statement of Eligibility of the Bank of New
York.
+99(a) -- Form of Letter of Transmittal.
+99(b) -- Form of Notice of Guaranteed Delivery.
</TABLE>
- ---------------
* Indicates exhibit previously filed with the Commission and incorporated by
reference.
+ Indicates exhibit previously filed with this Registration Statement.
++ Indicates exhibit filed herewith.
II-3
<PAGE> 6
++ Indicates exhibit filed herewith.
II-4
<PAGE> 7
FINANCIAL STATEMENT SCHEDULES
None.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 8
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10 (b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants
set forth below have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of Sugar
Land, State of Texas on the 10th day of March, 1998.
IMPERIAL HOLLY CORPORATION
SAVANNAH FOODS & INDUSTRIES, INC.
BIOMASS CORPORATION
DIXIE CRYSTALS BRANDS, INC.
DIXIE CRYSTALS FOODSERVICE, INC.
KING PACKAGING COMPANY, INC.
FOOD CARRIER, INC.
MICHIGAN SUGAR COMPANY
GREAT LAKES SUGAR COMPANY
SAVANNAH FOODS INDUSTRIAL, INC.
PHOENIX PACKAGING CORPORATION
SAVANNAH INVESTMENT COMPANY
SAVANNAH SUGAR REFINING CORPORATION
HOLLY SUGAR CORPORATION
FORT BEND UTILITIES COMPANY
HOLLY NORTHWEST COMPANY
By: /s/ WILLIAM F. SCHWER
-------------------------------------
William F. Schwer
Senior Vice President
IMPERIAL SWEETENER DISTRIBUTORS, INC.
By: /s/ WILLIAM F. SCHWER
-------------------------------------
William F. Schwer
Vice President
CROWN EXPRESS, INC.
LIMESTONE PRODUCTS COMPANY, INC.
By: /s/ WILLIAM F. SCHWER
-------------------------------------
William F. Schwer
Vice President
II-6
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James C. Kempner, H.P. Mechler, and William F.
Schwer and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign, execute and file this registration
statement under the Securities Act and any and all amendments (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statement filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) to this registration statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with the applicable state security laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorney-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intends and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
IMPERIAL HOLLY CORPORATION
* President, Chief Executive March 10, 1998
- ----------------------------------------------------- Officer, Chief Financial Officer
James C. Kempner and Director
(Principal Executive and
Financial Officer)
* Vice President -- Accounting March 10, 1998
- ----------------------------------------------------- (Principal Accounting Officer)
H.P. Mechler
* Director March 10, 1998
- -----------------------------------------------------
John D. Curtin, Jr.
* Director March 10, 1998
- -----------------------------------------------------
David J. Dilger
* Director March 10, 1998
- -----------------------------------------------------
Edward O. Gaylord
* Director March 10, 1998
- -----------------------------------------------------
Gerald Grinstein
* Director March 10, 1998
- -----------------------------------------------------
Ann O. Hamilton
Director March 10, 1998
- -----------------------------------------------------
Robert L. Harrison
</TABLE>
II-7
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director March 10, 1998
- -----------------------------------------------------
Harris L. Kempner, Jr.
* Director March 10, 1998
- -----------------------------------------------------
I. H. Kempner, III
* Director March 10, 1998
- -----------------------------------------------------
H. E. Lentz
* Director March 10, 1998
- -----------------------------------------------------
Kevin C. O'Sullivan
* Director March 10, 1998
- -----------------------------------------------------
Fayez Sarofim
Director March 10, 1998
- -----------------------------------------------------
William F. Sprague III
* Director March 10, 1998
- -----------------------------------------------------
Daniel K. Thorne
SAVANNAH FOODS & INDUSTRIES, INC.
* Chairman of the Board, Chief March 10, 1998
- ----------------------------------------------------- Financial Officer and Director
James C. Kempner (Principal Executive, Financial
and Accounting Officer)
* Director March 10, 1998
- -----------------------------------------------------
Peter C. Carrothers
* Director March 10, 1998
- -----------------------------------------------------
Douglas W. Ehrenkranz
* Director March 10, 1998
- -----------------------------------------------------
Roger W. Hill
* Director March 10, 1998
- -----------------------------------------------------
Karen L. Mercer
* Director March 10, 1998
- -----------------------------------------------------
John A. Richmond
* Director March 10, 1998
- -----------------------------------------------------
William F. Schwer
</TABLE>
II-8
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
BIOMASS CORPORATION
* Chairman of the Board and March 10, 1998
- ----------------------------------------------------- Treasurer (Principal Executive,
James C. Kempner Financial and Accounting
Officer)
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
DIXIE CRYSTALS BRANDS, INC.
* Chairman of the Board and March 10, 1998
- ----------------------------------------------------- Treasurer (Principal Executive,
James C. Kempner Financial and Accounting
Officer)
* Director March 10, 1998
- -----------------------------------------------------
David H. Roche
Director March 10, 1998
- -----------------------------------------------------
James M. Kelley
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
DIXIE CRYSTALS FOODSERVICE, INC.
* Chairman of the Board and March 10, 1998
- ----------------------------------------------------- Treasurer (Principal Executive,
James C. Kempner Financial and Accounting
Officer)
* Director March 10, 1998
- -----------------------------------------------------
David H. Roche
* Director March 10, 1998
- -----------------------------------------------------
James M. Kelley
</TABLE>
II-9
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
KING PACKAGING COMPANY, INC.
* Chairman of the Board and March 10, 1998
- ----------------------------------------------------- Treasurer (Principal Executive,
James C. Kempner Financial and Accounting
Officer)
* Director March 10, 1998
- -----------------------------------------------------
David H. Roche
* Director March 10, 1998
- -----------------------------------------------------
James M. Kelley
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
FOOD CARRIER, INC.
* Chairman of the Board (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
James C. Kempner
* Treasurer and Director (Principal March 10, 1998
- ----------------------------------------------------- Financial and Accounting
Robert Hickox Officer)
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
* Director March 10, 1998
- -----------------------------------------------------
Edward H. Millard, Jr.
MICHIGAN SUGAR COMPANY
* Chairman of the Board (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
James C. Kempner
</TABLE>
II-10
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Treasurer and Director (Principal March 10, 1998
- ----------------------------------------------------- Financial and Accounting
David H. Roche Officer)
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
Director March 10, 1998
- -----------------------------------------------------
Gregory H. Smith
* Director March 10, 1998
- -----------------------------------------------------
Mark S. Flegenheimer
GREAT LAKES SUGAR COMPANY
* Chairman of the Board (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
James C. Kempner
* Treasurer and Director (Principal March 10, 1998
- ----------------------------------------------------- Financial and Accounting
David H. Roche Officer)
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
Director March 10, 1998
- -----------------------------------------------------
Gregory H. Smith
* Director March 10, 1998
- -----------------------------------------------------
Mark S. Flegenheimer
SAVANNAH FOODS INDUSTRIAL, INC.
* Chairman of the Board (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
James C. Kempner
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
Katrina Wigren
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
* Director March 10, 1998
- -----------------------------------------------------
David H. Roche
</TABLE>
II-11
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director March 10, 1998
- -----------------------------------------------------
James M. Kelley
PHOENIX PACKAGING CORPORATION
* Chairman of the Board and March 10, 1998
- ----------------------------------------------------- Treasurer (Principal Executive,
James C. Kempner Financial and Accounting
Officer)
* Director March 10, 1998
- -----------------------------------------------------
David H. Roche
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
Director March 10, 1998
- -----------------------------------------------------
Gregory H. Smith
SAVANNAH INVESTMENT COMPANY
* Chairman of the Board (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
James C. Kempner
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
John P. Garniewski
* Director March 10, 1998
- -----------------------------------------------------
Doug Hutchins
* Director March 10, 1998
- -----------------------------------------------------
Peter C. Fulweiler
* Director March 10, 1998
- -----------------------------------------------------
Carl Boland
Director March 10, 1998
- -----------------------------------------------------
Gregory H. Smith
Director March 10, 1998
- -----------------------------------------------------
Arthur Dana
</TABLE>
II-12
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
SAVANNAH SUGAR REFINING CORPORATION
* Chairman of the Board and March 10, 1998
- ----------------------------------------------------- Treasurer (Principal Executive,
James C. Kempner Financial and Accounting
Officer)
* Director March 10, 1998
- -----------------------------------------------------
Benjamin A. Oxnard, Jr.
Director March 10, 1998
- -----------------------------------------------------
William W. Sprague, III
Director March 10, 1998
- -----------------------------------------------------
Gregory H. Smith
HOLLY SUGAR CORPORATION
* President, Chief Executive Officer March 10, 1998
- ----------------------------------------------------- and Director (Principal
Roger W. Hill Executive Officer)
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
Karen L. Mercer
* Chairman of the Board and Director March 10, 1998
- -----------------------------------------------------
James C. Kempner
* Senior Vice President, General March 10, 1998
- ----------------------------------------------------- Counsel, Corporate Secretary and
William F. Schwer Director
* Director March 10, 1998
- -----------------------------------------------------
John A. Richmond
IMPERIAL SWEETENER DISTRIBUTION, INC.
* President, Chief Executive Officer March 10, 1998
- ----------------------------------------------------- and Director (Principal
James C. Kempner Executive Officer)
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
Karen L. Mercer
</TABLE>
II-13
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director March 10, 1998
- -----------------------------------------------------
Peter C. Carrothers
* Secretary and Director March 10, 1998
- -----------------------------------------------------
Roy E. Henderson
FORT BEND UTILITIES COMPANY
* President, Chief Executive Officer March 10, 1998
- ----------------------------------------------------- and Director (Principal
James C. Kempner Executive Officer)
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
Karen L. Mercer
* Secretary and Director March 10, 1998
- -----------------------------------------------------
Roy E. Henderson
* Director March 10, 1998
- -----------------------------------------------------
I. H. Kempner, III
LIMESTONE PRODUCTS COMPANY
* President and Director (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
William F. Schwer
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
Karen L. Mercer
* Vice President and Director March 10, 1998
- -----------------------------------------------------
Robert W. Strickland
* Director March 10, 1998
- -----------------------------------------------------
John A. Richmond
HOLLY NORTHWEST COMPANY
* President and Director (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
Roger W. Hill
* Treasurer (Principal Financial and March 10, 1998
- ----------------------------------------------------- Accounting Officer)
Alan Lebsock
* Director March 10, 1998
- -----------------------------------------------------
James C. Kempner
</TABLE>
II-14
<PAGE> 18
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director March 10, 1998
- -----------------------------------------------------
William F. Schwer
CROWN EXPRESS, INC.
* President and Director (Principal March 10, 1998
- ----------------------------------------------------- Executive Officer)
William F. Schwer
* Vice President, Treasurer and March 10, 1998
- ----------------------------------------------------- Director (Principal Financial
Peter C. Carrothers and Accounting Officer)
* Secretary and Director March 10, 1998
- -----------------------------------------------------
Roy E. Henderson
*By: /s/ H. P. MECHLER
------------------------------------------------
H. P. Mechler,
as attorney-in-fact
</TABLE>
II-15
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*2(a) -- Agreement and Plan of Merger, dated September 12, 1997,
among Imperial Holly Corporation, IHK Merger Sub
Corporation and Savannah Foods & Industries, Inc.
(incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-4
(Registration No. 333-40445) (the "Savannah S-4")).
*3(a) -- Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(b) to the
Company's Registration Statement on Form S-4
(Registration No. 33-20959)).
*3(b) -- Articles of Amendment to Restated Articles of
Incorporation (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1990 (File No. 1- 10307)).
*3(c) -- By-Laws of the Company (incorporated by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K
for the year ended March 31, 1989 (File No. 0-16674) (the
"1989 Form 10-K")).
+4(a)(1) -- Amended and Restated Credit Agreement, dated as of
December 22, 1997, among Imperial Holly Corporation, as
Borrower, the Several Lenders from time to time Parties
thereto, Lehman Brothers, Inc., as Arranger, Lehman
Brothers Commercial Paper, Inc., as Syndication Agent and
Harris Trust and Savings Bank, as Administrative and
Collateral Agent.
+4(a)(2) -- Amended and Restated Guarantee and Collateral Agreement,
dated as of December 22, 1997, made by Imperial Holly
Corporation and certain of its Subsidiaries in favor of
Harris Trust and Savings Bank, as Collateral Agent.
+4(b) -- Indenture dated as of December 22, 1997 between the
Company, certain subsidiaries of the Company and The Bank
of New York, as Trustee, relating to the Company's 9 3/4%
Senior Subordinated Notes due 2007 (including form of
9 3/4% Senior Subordinated Note due 2007 and form of
Subsidiary Guarantee).
*4(c) -- Indenture dated as of October 15, 1992 by and between the
Company and Texas Commerce Bank National Association, as
Trustee, relating to the Company's 8 3/8% Senior Notes
due 1999 (incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992 (File 1-10307)).
++5(a) -- Opinion of Andrews & Kurth L.L.P. as to the legality of
the securities being registered.
*10(a) -- Imperial Holly Corporation Stock Incentive Plan (as
amended and restated effective May 1, 1997) (incorporated
by reference to Exhibit 10(a) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1997
(File No. 1-10307) (the "1997 Form 10-K")).
*10(b) -- Specimen of the Company's Employment Agreement for
certain of its officers (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1990 (File No.
1-10307) (the "September 1990 Form 10-Q")).
*10(b)(2) -- Specimen of the Company's Amendment to Employment
Agreement for certain of its officers (incorporated by
reference to Exhibit 10(c)(2) to the 1994 Form 10-K).
*10(b)(3) -- Schedule of Employment Agreements (incorporated by
reference to Exhibit 10(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1994 (File No. 1-10307) (the "September 1994 Form
10-Q")).
*10(c) -- Specimen of the Company's Severance Pay Agreements for
certain of its officers (incorporated by reference to
Exhibit 10.2 to the September 1990 Form 10-Q).
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*10(d)(1) -- Imperial Holly Corporation Salary Continuation Plan (as
amended and restated effective August 1, 1994)
(incorporated by reference to Exhibit 10(b)(1) to the
September 1994 Form 10-Q).
*10(d)(2) -- Specimen of the Company's Salary Continuation Agreement
(Fully Vested) (incorporated by reference to Exhibit
10(b)(2) to the September 1994 Form 10-Q).
*10(d)(3) -- Specimen of the Company's Salary Continuation Agreement
(Graduated Vesting) (incorporated by reference to Exhibit
10(b)(3) to the September 1994 Form 10-Q).
*10(d)(4) -- Schedule of Salary Continuation Agreements (incorporated
by reference to Exhibit 10(d)(4) to the Company's Annual
Report on Form 10-K for the year ended March 31, 1996
(File No. 1-10307) (the "1996 Form 10-K")).
*10(e)(1) -- Imperial Holly Corporation Benefit Restoration Plan (as
amended and restated effective August 1, 1994)
(incorporated by reference to Exhibit 10(c)(1) to the
September 1994 Form 10-Q).
*10(e)(2) -- Specimen of the Company's Benefit Restoration Agreement
(Fully Vested) (incorporated by reference to Exhibit
10(c)(2) to the September 1994 Form 10-Q).
*10(e)(3) -- Specimen of the Company's Benefit Restoration Agreement
(Graduated Vesting) (incorporated by reference to Exhibit
10(c)(3) to the September 1994 Form 10-Q).
*10(e)(4) -- Schedule of Benefit Restoration Agreements (incorporated
by reference to Exhibit 10(e)(4) to the 1996 Form 10-K).
*10(f)(1) -- Imperial Holly Corporation Executive Benefits Trust
(incorporated by reference to Exhibit 10.5 to the
September 1990 Form 10-Q).
*10(f)(2) -- First Amendment to the Company's Executive Benefits Trust
dated June 4, 1991 (incorporated by reference to Exhibit
10(g)(2) to the 1994 Form 10-K).
*10(g) -- Imperial Holly Corporation 1989 Nonemployee Director
Stock Option Plan (incorporated by reference to Exhibit A
to the Company's Proxy Statement dated June 16, 1989 for
the 1989 Annual Meeting of Shareholders, File No.
0-16674).
*10(h) -- Imperial Holly Corporation Retirement Plan For
Nonemployee Directors (incorporated by reference to
Exhibit 10(j) to the 1994 Form 10-K).
*10(i)(1) -- Specimen of the Company's Change of Control Agreement
(incorporated by reference to Exhibit 10(d)(1) to the
September 1994 Form 10-Q).
*10(i)(2) -- Schedule of Change of Control Agreements (incorporated by
reference to Exhibit 10(i)(2) to the 1997 Form 10-K).
*10(j) -- Independent Consultant Agreement between I. H. Kempner
III and the Company (incorporated by reference to Exhibit
10(k) to the 1996 Form 10-K).
*10(k) -- Specimen of the Company's Restricted Stock Agreement with
certain of its officers (incorporated by reference to
Exhibit 10(k) to the 1997 Form 10-K).
*10(l) -- Schedule of Restricted Stock Agreements (incorporated by
reference to Exhibit 10(l) to the 1997 Form 10-K).
*10(m) -- Agreement of Limited Partnership of ChartCo Terminal,
L.P. (incorporated by reference to Exhibit 10(j) to the
1990 Form 10-K).
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*11 -- Computation of Income Per Common Share (incorporated by
reference to Exhibit 11 to the Company's Transition
Report on Form 10-K for the six months ended September
30, 1997).
+21 -- Subsidiaries of the Company.
+23.1 -- Consent of Deloitte & Touche LLP, Independent Auditors.
+23.2 -- Consent of Arthur Andersen LLP, Independent Public
Accountants.
+23.3 -- Consent of Price Waterhouse LLP, Independent Accountants.
++23.4 -- Consent of Andrews & Kurth L.L.P. (included in opinion
filed as Exhibit 5(a)).
++25.1 -- Form T-1 Statement of Eligibility of the Bank of New
York.
+99(a) -- Form of Letter of Transmittal.
+99(b) -- Form of Notice of Guaranteed Delivery.
</TABLE>
- ---------------
* Indicates exhibit previously filed with the Commission and incorporated by
reference.
+ Indicates exhibit previously filed with this Registration Statement.
++ Indicates exhibit filed herewith.
<PAGE> 1
EXHIBIT 25.1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
IMPERIAL HOLLY CORPORATION
(Exact name of obligor 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
8016 Highway 90-A
Sugar Land, Texas 77478
(Address of principal executive offices) (Zip code)
TABLE OF ADDITIONAL REGISTRANTS RELATING TO THE GUARANTORS
Savannah Foods & Industries, Inc. Delaware 58-1089367
Biomass Corporation Delaware 58-1352153
Dixie Crystals Brands, Inc. Delaware 59-2042699
Dixie Crystals Foodservice, Inc. Delaware (Applied For)
King Packaging Company, Inc. Georgia 58-1111816
Food Carrier, Inc. Georgia 58-1217108
<PAGE> 2
Michigan Sugar Company Michigan 38-0830870
Great Lakes Sugar Company Ohio 34-1470741
Savannah Foods Industrial, Inc. Delaware 58-2181649
Phoenix Packing Corporation Delaware 58-1871380
Savannah Sugar Refining Corporation Georgia 58-1779614
Savannah Investment Company Delaware 58-1697589
Holly Northwest Company Nevada 84-1307934
Holly Sugar Corporation New York 84-0228800
Fort Bend Utilities Company Texas 74-0629715
Imperial Sweetener Distributors, Inc. Texas 74-1993077
Limestone Products Company Delaware 13-3366165
Crown Express, Inc. Texas 76-0218213
----------------------
9 3/4% Senior Subordinated Notes due 2007, Series A
(Title of the indenture securities)
================================================================================
-2-
<PAGE> 3
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 25th day of February, 1998.
THE BANK OF NEW YORK
By: /s/ WALTER N. GITLIN
--------------------------
Name: Walter N. Gitlin
Title: Vice President
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS:
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin .................... $ 5,004,638
Interest-bearing balances.............................................. 1,271,514
Securities:
Held-to-maturity securities............................................ 1,105,782
Available-for-sale securities.......................................... 3,164,271
Federal funds sold and Securities purchased under agreements to resell .. 5,723,829
Loans and lease financing receivables:
Loans and leases, net of unearned income.................... 34,916,196
LESS: Allowance for loan and lease losses................... 581,177
LESS: Allocated transfer risk reserve....................... 429
Loans and leases, net of unearned income, allowance and
reserve.............................................................. 34,334,590
Assets held in trading accounts.......................................... 2,035,284
Premises and fixed assets (including capitalized leases)................. 671,664
Other real estate owned.................................................. 13,306
Investments in unconsolidated subsidiaries and associated companies...... 210,685
Customers' liability to this bank on acceptances outstanding............. 1,463,446
Intangible assets........................................................ 753,190
Other assets............................................................. 1,784,796
-----------
Total assets............................................................. $57,536,995
===========
LIABILITIES:
Deposits:
In domestic offices.................................................... $27,270,824
Noninterest-bearing......................................... 12,160,977
Interest-bearing............................................ 15,109,847
In foreign officers, Edge and Agreement subsidiaries and IBFs.......... 14,687,806
Noninterest-bearing......................................... 657,479
Interest-bearing............................................ 14,030,327
Federal funds purchased and Securities sold under agreements
to repurchase.......................................................... 1,946,099
Demand notes issued to the U.S. Treasury................................. 283,793
Trading liabilities...................................................... 1,553,539
Other borrowed money:
With remaining maturity of one year or less............................ 2,245,014
With remaining maturity of more than one year through three years...... 0
With remaining maturity of more than three years....................... 45,664
Bank's liability on acceptances executed and outstanding................ 1,473,588
Subordinated notes and debentures........................................ 1,018,940
Other liabilities........................................................ 2,193,031
-----------
Total liabilities........................................................ $52,718,298
-----------
EQUITY CAPITAL
Common stock............................................................. 1,135,284
Surplus.................................................................. 731,319
Undivided profits and capital reserves................................... 2,943,008
Net unrealized holding gains (losses) on available-for-sale securities... 25,428
Cumulative foreign currency translation adjustments...................... (16,342)
-----------
Total equity capital..................................................... 4,818,697
-----------
Total liabilities and equity capital..................................... $57,536,995
===========
</TABLE>
I. Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my knowledge
and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffin )
