<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMPERIAL HOLLY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-0704500
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE IMPERIAL SQUARE
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
IMPERIAL HOLLY CORPORATION
ONE IMPERIAL SQUARE
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)
--------------
COPY TO:
J. DAVID KIRKLAND, JR.
BAKER & BOTTS, L.L.P.
3000 ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002
(713) 229-1101
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, without
par value (2).......... 4,972,060 shares $7.4375 $36,979,696.25 $10,281
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</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low sales prices reported by the American Stock Exchange on December 15,
1998.
(2) Includes the Rights to Purchase Preferred Stock associated with the Common
Stock.
THE REGISTRANT HEREBY AMENDS 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.
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- --------------------------------------------------------------------------------
<PAGE>
********************************************************************************
* The information in this prospectus is not complete and may change. This *
* prospectus is included in a registration statement that we filed with the *
* Securities and Exchange Commission. The selling shareholders cannot sell *
* these securities until that registration statement becomes effective. This *
* prospectus is not an offer to sell these securities and is not soliciting *
* an offer to buy these securities in any state where the offer or sale is *
* not permitted. *
********************************************************************************
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 16, 1998
PROSPECTUS
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4,972,060 SHARES
IMPERIAL HOLLY CORPORATION
Common Stock
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This prospectus covers the offer and sale of common stock by certain of our
shareholders. We originally issued the shares in our acquisition of DSLT Inc.
completed on November 2, 1998. We will not receive any proceeds from these
sales.
The common stock may be offered and sold from time to time by the selling
shareholders or their permitted transferees, donees or pledgees. The shares may
be offered at prevailing market prices, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices.
The common stock trades on the American Stock Exchange under the symbol IHK.
On December 15, 1998, the American Stock Exchange reported a closing price of
$7.375 per share for our common stock.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is December , 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Forward-Looking Statements................................................. 2
The Company................................................................ 3
Risk Factors............................................................... 3
Use of Proceeds............................................................ 6
Selling Shareholders....................................................... 7
Plan of Distribution....................................................... 9
Description of Capital Stock............................................... 10
Legal Matters.............................................................. 13
Experts.................................................................... 13
Where You Can Find More Information........................................ 13
</TABLE>
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We based these forward-
looking statements on current expectations and projections about future events.
These forward-looking statements are subject to risks, uncertainties, and
assumptions, including, among other things:
. market factors;
. weather and economic conditions;
. farm and trade policy;
. our ability to realize synergies and cost savings from acquisitions;
. our ability and the ability of our customers and vendors to address Year
2000 computer issues;
. available supply and price of raw sugar; and
. available quantity and quality of sugar beets.
Imperial Holly undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed in this prospectus might not occur.
----------------
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with different information. You should
assume that the information appearing in this prospectus is accurate as of the
date on the front cover of this prospectus only. Imperial Holly's business,
financial condition, results of operations and prospects may have changed since
that date.
2
<PAGE>
THE COMPANY
Imperial Holly Corporation is the largest, most geographically diverse and
most balanced producer and marketer of refined sugar in the United States. We
refine raw cane sugar at four refineries located in Texas, Georgia, Florida and
Louisiana and produce beet sugar at 11 beet sugar factories located in
California, Wyoming, Montana and Michigan.
Imperial Holly offers a broad product line and sells to a wide range of
customers, including retail grocers, food service companies and industrial
customers. Our sugar products include granulated, powdered, liquid, liquid
blends and brown sugars sold in a variety of packaging options under various
brands or private market labels. Complementary non-sugar products marketed by
Imperial Holly include salt, pepper and other seasonings, non-nutritive
sweeteners, non-dairy creamers, nutritional dry mixes, sauces, drink mixes,
desserts and packets containing plastic cutlery, seasonings, paper napkins and
other items. In addition, we produce selected specialty sugar products.
Imperial Holly was incorporated in 1924 and is the successor to a cane sugar
plantation and milling operation begun in Sugar Land in the early 1800s that
began producing granulated sugar in 1843. In 1988, we acquired Holly Sugar
Corporation. In April 1996, we acquired Spreckels Sugar Company. We completed
acquisitions of Savannah Foods & Industries, Inc. in December 1997, Wholesome
Foods L.L.C. in September 1998 and Diamond Crystal Specialty Foods, Inc. in
November 1998.
Imperial Holly's principal executive offices are located at One Imperial
Square, 8016 Highway 90-A, Sugar Land, Texas 77478, and its telephone number at
that location is (281) 491-9181. Our mailing address is P. O. Box 9, Sugar
Land, Texas 77487-0009.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of the common stock could decline, and you may
lose all or part of your investment.
VOLUME OF TRADING AND IMPACT ON SHARE PRICE
The average weekly trading volume for our common stock for the three months
ended November 30, 1998 was approximately 100,000 shares. This prospectus
covers the offer and sale by selling shareholders of 4,972,060 shares of common
stock. These shares previously were not freely tradeable in the market. Our
share price may decline if selling shareholders sell a large number of shares
over a short time period.
LEVERAGE AND LIQUIDITY
As of September 30, 1998, our long-term debt was $525.9 million. In November
1998, we borrowed $102 million under our revolving credit facility to finance
the acquisition of Diamond Crystal Specialty Foods, Inc. This level of
indebtedness results in a high debt to equity ratio that reduces our
flexibility to respond to changing business and economic conditions and limits
our capital expenditures and acquisitions. The terms of our major debt
agreements include significant operating restrictions that limit our ability to
incur additional indebtedness, make investments or repurchase shares of common
stock. Further, these debt agreements place liens on most of our assets.
A substantial portion of our indebtedness bears interest at variable rates.
While we have entered and may continue to enter into agreements to limit our
exposure to interest rate increases, these agreements will not completely
eliminate our exposure.
3
<PAGE>
Our high degree of leverage may have important consequences, including the
following:
. our ability to obtain financing for acquisitions, working capital,
capital expenditures or other purposes may be impaired or such financing
may be on terms unfavorable to us;
. we will use a substantial portion of our cash flow to make debt service
payments, which will reduce the funds that would otherwise be available
for operations and future business opportunities;
. a substantial decrease in our operating cash flow or an increase in our
expenses could make it difficult for us to meet debt service requirements
and require us to modify operations;
. we may become more vulnerable to downturns in our business or the economy
generally; and
. certain of our debt agreements restrict dividends to our stockholders.
Our ability to service additional indebtedness will depend on our future
performance, including our ability to manage cash flow and working capital.
In addition, our ability to make scheduled payments on, or to refinance, our
indebtedness, or to fund planned capital expenditures, will depend on our
future operating performance, which is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond our control.
Based on current levels of operations, we believe that our cash flow from
operations, amounts available under our existing credit facilities, and
available cash will be adequate to meet our anticipated future requirements for
working capital, capital expenditures and scheduled payments of our
indebtedness. There can be no assurance, however, that our business will
generate cash flow at or above anticipated levels or that we will be able to
borrow funds in amounts sufficient to enable us to service indebtedness, or
make anticipated capital expenditures. If we are unable to generate sufficient
cash from operations or to borrow sufficient funds in the future to service our
debt, we may be required to sell assets, reduce capital expenditures, refinance
all or a portion of our existing debt or obtain additional financing. There can
be no assurance that any such financing could be obtained, particularly in view
of our level of debt, the restrictions on our ability to incur debt under its
existing debt arrangements, and the fact that substantially all of our assets
are currently pledged to secure obligations under our bank credit facility.
INTEGRATION OF OPERATIONS
We recently completed a number of strategic acquisitions. In December 1997,
we completed our two-step acquisition of Savannah Foods. We acquired Wholesome
Foods in September 1998. In November 1998, we acquired Diamond Crystal. Our
future results will depend in part on our ability to integrate our operations
with those of the acquired companies. This integration may require a
substantial amount of our attention.
Our inability to integrate our operations with those of the acquired
companies in a timely and efficient manner would adversely impact our ability
to realize the planned benefits of the acquisitions, including synergies and
cost savings.
MARKET RISK AND GOVERNMENT REGULATION
Domestic prices for refined sugar and raw cane sugar and the quality and
quantity of sugar beets available to us substantially affect our results of
operations. A variety of external forces that Imperial Holly is unable to
predict influence these market factors, including the number of domestic acres
contracted to grow sugar beets, prices of competing crops, weather conditions
and United States farm and trade policy. Legislative and regulatory actions
also substantially influence the domestic sugar industry. The Federal
Agricultural Improvement and Reform Act of 1996 limits the importation of raw
cane sugar, affecting the supply of raw cane sugar available to our cane sugar
refineries. See "--Industry Competition."
4
<PAGE>
Historically, we have made a significant portion of our industrial sales
under fixed price, forward sales contracts, which extend for up to one year. As
a result, changes in our realized sales prices tend to lag market price
changes. To mitigate our exposure to future price changes, we enter into
forward purchase contracts for raw cane sugar and use futures contracts and
other pricing techniques. We purchase sugar beets under participatory contracts
which provide for a percentage sharing of the net selling price realized on
refined beet sugar sales between Imperial Holly and the grower. Use of
participatory contracts also reduces our exposure to refined sugar price risk.
SUGAR BEET CROP AND STORAGE RISKS
Our beet sugar operations are dependent on the quantity, quality and
proximity of sugar beets available to our factories. Sugar beet acreage varies
depending on factors such as prices anticipated by growers for sugar beets
versus alternative crops, prior crop quality, availability of irrigation and
weather conditions. In addition, the quantity of refined sugar subsequently
produced from the sugar beet crop may be affected materially by, among other
things, the acreage harvested, diseases, insects and weather conditions during
the growing, harvesting, processing and storage seasons. Sugar beets are
purchased from the growers after the harvest and, in some locations, stored in
piles until processed. Under sugar beet contracts we use in Michigan, the beet
grower shares the risk of deterioration of the stored sugar beets with Imperial
Holly. However, Imperial Holly contractually accepts the majority of the risk
with respect to stored sugar beets. We believe that the geographic diversity of
its growing areas reduces the risk that adverse conditions will occur company-
wide; however, there can be no assurance that Imperial Holly's results of
operations will not be adversely affected in future years by such risks.
RAW SUGAR SUPPLY
The United States Sugar Corporation ("U.S. Sugar"), a supplier of raw sugar
which supplies approximately 14% of our supply of raw cane sugar, has notified
us that it intends to terminate its supply contract with us effective October
31, 2001. We expect that adequate supplies of raw cane sugar from other sources
will be available on the expiration of the contract. No assurance can be given,
however, that the replacement supplies will be available. The amount of raw
sugar available from offshore suppliers to all United States cane sugar
refiners including Imperial Holly is directly dependent on quotas set by the
United States Department of Agriculture. See "--Market Risk and Government
Regulation."
DEMAND FOR REFINED SUGAR
U.S. demand for refined sugar has increased each year since 1986, and the
average rate of growth for the five-year period ended September 30, 1997 was
1.6%. However, we cannot predict future rates of growth. Demand for refined
sugar in the future could be adversely affected by numerous factors including
the impact of changes in the availability, development or potential use of
various types of sweeteners or future changes in consumer sweetener preferences
or in population size.
The decline in demand for refined sugar products attributable to the
replacement of refined sugar by high fructose corn syrup ("HFCS") and non-
nutritive sweeteners in the beverage market stabilized over a decade ago. We
generally do not consider HFCS a significant competitive threat to refined
sugar because these products support different markets. HFCS is a liquid
sweetener and generally does not compete in the dry sugar market. Moreover,
while HFCS did replace refined sugar in the beverage market over a decade ago,
a number of other consumer food products use both refined sugar and HFCS as
production ingredients. In certain applications, refined sugar also competes
with non-nutritive and low-calorie sweeteners, principally aspartame and, to a
lesser extent, saccharin and acesulfam-k. The level of per capita sugar
consumption in the United States has increased in recent years, and we believe
that future increases or decreases in sugar consumption will be dependent on
technological improvements, changes in population, geographic shifts in
population and changes in consumer sweetener preferences.
5
<PAGE>
INDUSTRY COMPETITION
We compete with other cane sugar refiners and beet sugar processors and, in
certain product areas, with producers of other nutritive and non-nutritive
sweeteners. We also compete with food service companies in providing bag sugar,
individual packets of sugar, salt, pepper, non-dairy creamers and plastic
cutlery, nutritional dry mixes, sauces, seasonings, drink mixes, desserts and
packets containing plastic cutlery, seasonings, paper napkins and other items.
Selling price and the ability to meet timely customer quality and quantity
requirements are important competitive factors. Certain competing beet sugar
processors have expanded their production capacity in the past few years. The
additional sugar marketed as a result of this expansion has acted to reduce
sugar market prices at times during this period.
ENVIRONMENTAL MATTERS
Various federal, state and local environmental regulations govern our
operations. These regulations impose limitations on releases of effluents and
emissions from our facilities. They also impose requirements on our management
of water resources, air resources, toxic substances and solid waste and
emergency planning. Our environmental compliance costs have increased as a
result of added testing requirements and more stringent permit limitations and
we expect these costs will continue to increase. We do not believe that
compliance with environmental regulations will have a material adverse impact
on our capital resources, operating results or financial condition.
USE OF PROCEEDS
Imperial Holly will not receive any proceeds from sales of common stock by
the selling shareholders.
6
<PAGE>
SELLING SHAREHOLDERS
This prospectus covers the offer and sale of up to 4,972,060 shares of common
stock by the selling shareholders listed in the following table. Imperial Holly
issued these shares in its acquisition of DSLT Inc. (the parent of Diamond
Crystal Specialty Foods, Inc.) completed on November 2, 1998. The selling
shareholders consist of the former shareholders of DSLT and three existing
shareholders of Imperial Holly who acquired an aggregate of 2,147,978 shares of
the common stock issued in the DSLT acquisition. These shares were acquired
from the former shareholders of DSLT on exercise of an option to purchase the
shares that Imperial Holly assigned to the three existing shareholders.
In connection with the acquisition of DSLT, 1,759,697 shares of the common
stock issued were placed in escrow as security for post-closing adjustments and
indemnity obligations under the DSLT acquisition agreement. In the following
table, these shares have been included pro rata in the share amounts for each
selling shareholder who was a shareholder of DSLT. However, such shares are not
expected to be available for sale under this prospectus unless they are
released from the escrow to the former shareholders of DSLT.
The following table sets forth certain information known to Imperial Holly
regarding beneficial ownership of its common stock by the selling shareholders
as of November 24, 1998, and as adjusted to reflect solely the sale of the
shares of common stock offered by this prospectus.
<TABLE>
<CAPTION>
SHARES SHARES PERCENT OF
BENEFICIALLY BENEFICIALLY OUTSTANDING
OWNED BEFORE SHARES OWNED AFTER SHARES OWNED
SELLING SHAREHOLDER OFFERING OFFERED OFFERING AFTER OFFERING*
- ------------------- ------------ --------- ------------ ---------------
<S> <C> <C> <C> <C>
Greencore Group plc
Earlsfort Holdings B.V... 4,900,000 1,100,000 3,800,000 11.9%
H. Kempner Trust
Association .............. 1,408,373 698,652 709,721 2.2%
Fayez Sarofim............. 1,030,468 349,326 681,142 2.1%
C. F. Moore Q-Tip Trust
dated 02/05/74........... 815,151 815,151 -- --
Harriet Engelgau
Trusts(1)................ 368,300 368,300 -- --
Frederick S. Moore
Trusts(2)................ 308,880 308,880 -- --
Eleanor W. Moore & F.
Raymond Moore Trusts(3).. 191,920 191,920 -- --
Caroline M. Stewart Trust
dated 04/11/90........... 117,093 117,093 -- --
Bruce Bennet Bookout Trust
U/A dated 09/03/91....... 83,227 83,227 -- --
Alice Moore Trust U/A
dated 06/20/80........... 80,300 80,300 -- --
Jonathan Moore Trust U/A
dated 11/10/77........... 79,639 79,639 -- --
Caroline Stewart Trust
Agency................... 64,251 64,251 -- --
Barbara W. Moore Trust U/A
dated 02/05/74........... 55,328 55,328 -- --
Lindsey Moore Trusts(4)... 52,118 52,118 -- --
Mary Anne Moore
Trusts(5)................ 52,118 52,118 -- --
R. Stephen Moore.......... 46,005 46,005 -- --
Mary S. Gourley Trust U/A
dated 01/14/93........... 37,057 37,057 -- --
Alexandra Moore
Trusts(6)................ 36,194 36,194 -- --
Lezlynne Moore Trust U/A
dated 06/23/98........... 35,708 35,708 -- --
Trust U/A Fourth of the
Will of William R
Bonthron DEC............. 32,909 32,909 -- --
C. Nicholas Moore......... 28,904 28,904 -- --
Richard R. Moore Trust U/A
dated 02/27/90........... 27,237 27,237 -- --
Other Former DSLT
Shareholders(7).......... 311,703 311,703 -- --
</TABLE>
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* Assumes all shares offered are sold.
(1) Consists of shares held by the following trusts: Harriet Engelgau Trust U/A
dated 01/17/62 (237,095 shares); Harriet Engelgau Trust U/A dated 09/03/85
(126,760 shares); Harriet Engelgau Q-Tip Trust U/A dated 10/03/95 (4,445
shares).
7
<PAGE>
(2) Consists of shares held by the following trusts: Frederick S. Moore Trust
U/A dated 01/17/62 (224,808 shares); Frederick S. Moore Trust U/A dated
02/24/92 (84,072 shares).
(3) Consists of shares held by the following trusts: Eleanor W. Moore & F.
Raymond Moore Trust U/A dated 01/24/86 (131,923 shares); F. Raymond Moore
Trust U/A dated 01/24/86 (34,401 shares); Eleanor W. Moore Trust U/A dated
01/24/86 (25,596 shares).
(4) Consists of shares held by the following trusts: Lindsey E. Moore Trust
U/A dated 12/28/84 (18,811 shares); Lindsey Moore Trust U/A dated 12/30/92
(33,307 shares).
(5) Consists of shares held by the following trusts: Mary Anne Moore Trust U/A
dated 12/28/84 (18,811 shares); Mary Anne Moore Trust U/A dated 12/30/92
(33,307 shares).
(6) Consists of shares held by the following trusts: Alexandra Moore Trust U/A
dated 2/8/80 (17,410 shares); Alexandra Moore Trust U/A dated 12/30/92
(18,784 shares).
(7) Consists of 42 former shareholders of DSLT who in the aggregate own less
than 1% of the outstanding common stock before the offering.
The selling shareholders, or their permitted transferees, pledgees, donees or
other permitted successors in interest, may sell up to all of the shares of the
common stock shown above under the heading "Shares Offered" pursuant to this
prospectus in one or more transactions from time to time as described below
under "Plan of Distribution." However, the selling shareholders are not
obligated to sell any of the shares of common stock offered by this prospectus.
8
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders, including their permitted transferees, donees and
pledgees, may offer and sell shares of common stock offered by this prospectus
from time to time in one or more of the following transactions:
. on the American Stock Exchange or any other securities exchange that
lists the common stock for trading;
. in the over-the-counter market;
. in transactions other than on such exchanges or in the over-the-counter
market;
. in short sales of the common stock, in transactions to cover short sales
or otherwise in connection with short sales;
. by pledge to secure debts and other obligations or on foreclosure of a
pledge;
. through put or call options, including the writing of exchange-traded
call options, or other hedging transactions related to the common stock;
or
. in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The transactions listed above may include
block transactions.
The selling shareholders may use broker-dealers to sell their shares or may
sell their shares to broker-dealers acting as principals. If this happens,
broker-dealers will either receive discounts or commissions from the selling
shareholders, or they will receive commissions from purchasers of shares for
whom they acted as agents, or both. If a broker-dealer purchases shares as a
principal, it may resell the shares for its own account under this prospectus.
If a selling shareholder enters into a hedging transaction, the other party to
the transaction may effect short sales on other sales of common stock. Imperial
Holly will pay all registration fees and expenses for the common stock offered
by this prospectus.
Imperial Holly has informed the selling shareholders that the anti-
manipulation provisions of Regulation M under the Securities Exchange Act of
1934 may apply to their sales of common stock.
The selling shareholders and any agent, broker or dealer that participates in
sales of common stock offered by this prospectus may be deemed "underwriters"
under the Securities Act of 1933 and any commissions or other consideration
received by any agent, broker or dealer may be considered underwriting
discounts or commissions under the Securities Act. Imperial Holly has agreed to
indemnify certain selling shareholders against certain liabilities arising
under the Securities Act of 1933 from sales of common stock. Selling
shareholders may agree to indemnify any agent, broker or dealer that
participates in sales of common stock against liabilities arising under the
Securities Act of 1933 from sales of common stock.
Instead of selling common stock under this prospectus, selling shareholders
may sell common stock in compliance with the provisions of Rule 144 under the
Securities Act of 1933, if available.
9
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following descriptions provide a summary of our capital stock.
COMMON STOCK
Imperial Holly is authorized to issue 50,000,000 shares of common stock. The
holders of common stock are entitled to one vote for each share on all matters
submitted to a vote of shareholders. Holders of common stock are entitled to
the dividends that may be declared from time to time by our Board of Directors
out of funds legally available for dividends. Shareholders' rights to dividends
are subject to the dividend and liquidation rights of any preferred stock that
may be issued and to any dividend restrictions contained in debt agreements. In
the event of liquidation, dissolution or winding-up of Imperial Holly, the
holders of common stock are entitled to share equally and ratably in the assets
of Imperial Holly, if any, remaining after provision for payment of all debts
and liabilities of Imperial Holly and satisfaction of the liquidation
preference of any shares of preferred stock of Imperial Holly that may be
outstanding. The holders of common stock have no preemptive, subscription,
redemptive or conversion rights. The outstanding shares of common stock are
fully paid and nonassessable.
RIGHTS TO PURCHASE PREFERRED STOCK
Each share of common stock currently includes one right (a "Purchase Right").
The Purchase Rights will be issuable with respect to all shares of common stock
issued before the earlier of (i) ten days following a public announcement that
a person or group of affiliate persons (an "Acquiring Person") has acquired or
obtained the right to acquire beneficial ownership of 15% or more (25% or more
with respect to certain holders of 10% or more of the shares on January 27,
1995) of the then outstanding shares of common stock or (ii) ten business days
following the announcement of a tender offer or exchange offer that would
result in a person becoming an Acquiring Person.
Each Purchase Right entitles the registered holder to purchase from Imperial
Holly a unit consisting of two three-hundredths of a share of Series A Junior
Participating Preferred Stock ("Series A Preferred Stock"), at a purchase price
of $60 per unit, subject to adjustment, or under certain circumstances, the
right to purchase shares of common stock at one-half their market price. The
description and terms of the Purchase Rights are set forth in the Rights
Agreement, dated September 14, 1989, as amended, between Imperial Holly and the
Bank of New York, as rights agent. The Purchase Rights may have certain anti-
takeover effects, including deterring someone from acquiring control of
Imperial Holly in a manner or on terms not approved by our Board of Directors.
The Purchase Rights should not interfere with any merger or other business
combination approved by our Board of Directors.
PREFERRED STOCK
Imperial Holly is authorized to issue 5,000,000 shares of preferred stock, of
which 333,333 shares have been designated as Series A Preferred Stock and which
may be issued in connection with exercise of Purchase Rights. No shares of
preferred stock were outstanding at the date of this prospectus. Our Board of
Directors has the authority, without shareholder approval, to issue shares of
preferred stock in one or more series and to determine the number of shares,
designations, dividend rights, conversion rights, voting power, redemption
rights, liquidation preferences and other terms of any such series. The
issuance of preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could adversely affect the
voting power of holders of common stock and the likelihood that such holders
will receive dividend payments and payments upon liquidation and could have the
effect of delaying, deferring or preventing a change in control of Imperial
Holly. Imperial Holly has no present plans for the issuance of preferred stock,
other than the shares of Series A Preferred Stock issuable pursuant to Purchase
Rights.
Any shares of Series A Preferred Stock that may be issued on the exercise of
the Purchase Rights will be redeemable in whole or in part for cash in a per
share amount equal to 100 times the market price of a share of
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common stock. The holders of shares of Series A Preferred Stock will be
entitled to receive, when, as and if declared, a preferential quarterly
dividend in an amount per share effectively equal to the greater of $8.00 per
share or 100 times any cash dividend or other distribution declared on the
common stock, in like kind. In the event of liquidation, the holder of the
Series A Preferred Stock will be entitled to receive a liquidation payment per
share in an amount effectively equal to the greater of $100 per share or 100
times the per share amount distributed to holders of common stock. In the event
of any merger, consolidation or other transaction in which shares of common
stock are exchanged, the holder of shares of Series A Preferred Stock will be
entitled to receive 100 times the amount received per share of common stock.
Holders of Series A Preferred Stock will have 100 votes per share of Series A
Preferred Stock and, except as otherwise provided in the Restated Articles of
Incorporation required by law, will vote together with holders of common stock
as a single class. The rights of the Series A Preferred Stock as to dividends,
liquidation and voting are protected by anti-dilution provisions. Whenever
dividend payments on the Series A Preferred Stock are in arrears, Imperial
Holly may not (i) purchase or redeem any shares of Series A Preferred Stock or
shares ranking on a parity with respect to the Series A Preferred Stock except
in accordance with a purchase offer to all holders, (ii) declare or pay
dividends on or purchase or redeem any shares of stock ranking junior to the
Series A Preferred Stock or (iii) declare or pay dividends on or purchase or
redeem any shares of stock ranking on a parity with the Series A Preferred
Stock, except dividends paid ratably on the Series A Preferred Stock and all
such parity stock and except purchases or redemptions of such parity stock in
exchange for junior stock. If dividend payments on the Series A Preferred Stock
are in arrears for six quarters, the holders of the Series A Preferred Stock
(together with holders of any other preferred stock with similar rights) will
have the right to elect two directors of Imperial Holly.
CERTAIN PROVISIONS OF THE RESTATED ARTICLES OF INCORPORATION
The Restated Articles of Incorporation provide that Imperial Holly may not
purchase or otherwise acquire for value in any twelve-month period more than 8%
of the outstanding shares of any class of its capital stock unless:
. the purchase or acquisition has been approved by the holders of a
majority of the shares of the class that will remain outstanding;
. the purchase or acquisition is in accordance with an offer made to the
holders of all outstanding shares of such class; or
. solely in the case of stock ranking prior to the common stock in respect
of dividends or the distribution of assets on liquidation, such purchase
or acquisition is in accordance with mandatory redemption provisions
expressly applicable to such stock.
The Restated Articles of Incorporation provide that directors are to be
elected in three classes of as nearly an equal number as possible for staggered
terms and that no director may be removed by the shareholders except for cause.
In general, the Restated Articles of Incorporation also require the affirmative
vote of the holders of at least 75% of the voting stock and the affirmative
vote of the holders of a majority of the voting stock not owned, directly or
indirectly, by any person beneficially owning 10% or more of any class of
voting stock (a "Related Person") prior to any merger, consolidation, sale or
lease of all or substantially all of the assets of Imperial Holly or certain
other transactions involving any Related Person. The voting requirement is not
applicable to certain transactions, including those that are approved by
continuing directors (as defined in the Restated Articles of Incorporation).
The foregoing provisions may have certain anti-takeover effects in that a
person gaining voting control of Imperial may be prevented from or delayed in
taking actual control.
The Restated Articles of Incorporation contain a provision that limits that
liability of Imperial Holly's directors as permitted by the Texas Miscellaneous
Corporation Laws Act. The provision limits the personal liability of a director
to Imperial Holly and its shareholders for monetary damages for an act or
omission in the directors capacity as a director. As a result, shareholders may
be unable to recover monetary damages against directors for negligent or
grossly negligent acts or omissions in violation of their duty of care. The
provision
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<PAGE>
does not change the liability of a director for breach of his duty of loyalty
to Imperial Holly or to shareholders, acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, any
transaction from which a director received an improper benefit (whether or not
the benefit resulted from an action taken within the scope of the director's
office), acts or omissions for which the liability of a director is expressly
provided for by statute or an act related to an unlawful stock repurchase or
payment of a dividend.
BUSINESS COMBINATION LAW
Part Thirteen (the "Business Combination Law") of the Texas Business
Corporation Act applies to Imperial Holly. The Business Combination Law
generally prevents an "affiliated shareholder" (defined generally as a person
that is or was within the preceding three-year period the beneficial owner of
20% or more of a corporation's outstanding voting shares) or its affiliates or
associates from entering into or engaging in a "business combination" with an
"issuing public corporation" during the three-year period immediately following
the affiliated shareholder's acquisition of shares unless certain conditions
are satisfied. The three-year restriction does not apply if either:
. before the date such person became an affiliated shareholder, the board
of directors of the issuing public corporation approves the business
combination or the acquisition of shares made by the affiliated
shareholder on such date; or
. not less than six months after the date such person became an affiliated
shareholder, the business combination is approved by the affirmative vote
of holders of at least two-thirds of the issuing public corporation's
outstanding voting shares not beneficially owned by the affiliated
shareholder or its affiliates or associates.
The business combinations subject to the restriction generally include:
. mergers or share exchanges;
. dispositions of assets having an aggregate value equal to 10% or more of
the market value of the assets or of the outstanding common stock or
representing 10% or more of the earning power or net income of the
corporation;
. certain stock issuances or transactions by the corporation that would
increase the affiliated shareholder's proportionate interest in the
corporation;
. certain liquidations or dissolutions; and
. the receipt of tax, guarantee, loan or other financial benefits by an
affiliated shareholder other than proportionately as a shareholder of the
corporation.
In discharging the duties of director under the Business Combination Act or
otherwise, a director, in considering the best interests of Imperial Holly, may
consider the long-term as well as the short-term interests of Imperial Holly
and its shareholders, including the possibility that those interests may be
best served by the continued independence of Imperial Holly.
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<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the common stock offered by this
prospectus will be passed on for Imperial Holly by Baker & Botts, L.L.P.,
Houston, Texas.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from Imperial Holly's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings also are available to the public at the SEC's
web site at http://www.sec.gov. We maintain a website containing company
information at http://www.imperialholly.com.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934:
. our Annual Report on Form 10-K for the fiscal year ended September 30,
1998; and
. description of common stock contained in our Registration Statement on
Form 8-A filed on April 7, 1988, and description of rights to purchase
preferred stock contained in our Registration Statement on Form 8-A/A
filed on February 3, 1995.
YOU MAY OBTAIN A COPY OF THESE FILINGS, AT NO COST, BY WRITING OR TELEPHONING:
WILLIAM F. SCHWER
MANAGING DIRECTOR AND GENERAL COUNSEL
IMPERIAL HOLLY CORPORATION
ONE IMPERIAL SQUARE
P.O. BOX 9
SUGAR LAND, TEXAS 77478-0009
(281) 491-9181
This prospectus is part of a registration statement we filed with the SEC.
13
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses (other than fees and expenses of legal or other advisors to the
selling shareholders) in connection with the offering described in this
Registration Statement will be paid by the Company. Such expenses are as
follows:*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $10,281
Printing expenses................................................ 5,000
Accounting fees and expenses..................................... 2,000
Legal fees and expenses.......................................... 15,000
Miscellaneous.................................................... 2,719
-------
Total.......................................................... $35,000
</TABLE>
- --------
*The amounts set forth, except for the filing fees for the Securities and
Exchange Commission, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated 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 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.
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ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
------- --------
<C> <S>
*4.1 --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)).
*4.2 --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)).
*4.3 --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).
*4.4 --Statement of Resolution establishing Series of Shares designated
Series A Junior Participating Preferred Stock (incorporated by
reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K
for the year ended March 31, 1990 (File No. 1-10307).
*4.5 --Statement of Resolution increasing number of shares designated
Series A Junior Participating Preferred Stock (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1990 (File No. 1-10307)).
*4.6 --Rights Agreement dated as of September 14, 1989 between the Company
and The Bank of New York, as Rights Agent (incorporated by reference
to Exhibit 1 to the Company's Current Report on Form 8-K dated
September 21, 1989 (File No. 1-10307)).
*4.7 --Amendment to Rights Agreement dated as of January 27, 1995
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated January 27, 1995 (File No. 1-10307)).
*4.8 --Amendment to Rights Agreement dated as of December 11, 1998
(incorporated by reference to Exhibit 3(e)(3) to the Company's Annual
Report on Form 10-K for the fiscal year ending September 30, 1998
(File No. 1-10307) (the "1998 Form 10-K")).
*4.9 --Investor Agreement dated August 29, 1996 by and among the Company,
Greencore Group plc and Earlsfort Holdings B.V. (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form 8-K
dated September 5, 1996 (File No. 1-10307) (the "September 5, 1996
Form 8-K")).
*4.10 --Registration Rights Agreement dated August 29, 1996 by and among the
Company, Greencore Group plc and Earlsfort Holdings B.V.
(incorporated by reference to Exhibit 4.2 to the September 5, 1996
Form 8-K (File No. 1-10307)).
*4.11 --Amendment to Investor Agreement and Registration Rights Agreement
dated November 19, 1998 by and among the Company, Greencore Group plc
and Earlsfort Holdings B.V. (incorporated by reference to Exhibit
3(g)(3) the 1998 Form 10-K).
*4.12 --Agreement and Plan of Merger, dated September 4, 1998, as amended by
amendment dated as of October 22, 1998, among Imperial Holly
Corporation, IHK Acquisition Corp. and DSLT Inc. (incorporated by
reference to Exhibit 99.2 to the Company's Current Report on Form 8-K
dated November 2, 1998 (File No. 1-10307)).
5.1 --Opinion of Baker & Botts, L.L.P. with respect to the legality of
securities.
23.1 --Consent of Deloitte & Touche LLP.
23.2 --Consent of Baker & Botts, L.L.P. (contained in Exhibit 5.1).
--Powers of Attorney (included on the signature page of the
24.1 registration statement).
</TABLE>
- --------
*Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) 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;
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<PAGE>
(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) of the Securities Act if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed 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.
(2) 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants 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.
(c) 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
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 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sugar Land, the State of Texas, on December 16,
1998.
IMPERIAL HOLLY CORPORATION
/s/ William F. Schwer
By: _________________________________
William F. Schwer
Managing Director and General
Counsel
POWER OF ATTORNEY
Each person whose signature appears below appoints James C. Kempner, Mary L.
Burke, and William F. Schwer, and each of them, each of whom may act without
the joinder of the others, as his true and lawful attorneys-in-fact and agents,
will full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-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 and for all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON DECEMBER 16, 1998
<TABLE>
<S> <C>
</TABLE>
SIGNATURE TITLE
/s/ James C. Kempner President, Chief Executive Officer
- ----------------------------------- and Director (Principal Executive
(JAMES C. KEMPNER) Officer)
/s/ Mary L. Burke Managing Director and Chief
- ----------------------------------- Financial Officer (Principal
(MARY L. BURKE) Financial Officer)
/s/ H. P. Mechler Vice President--Accounting
- ----------------------------------- (Principal Accounting Officer)
(H. P. MECHLER)
/s/ I. H. Kempner, III Chairman of the Board of Directors
- -----------------------------------
(I. H. KEMPNER, III)
Director
- -----------------------------------
(JOHN D. CURTIN, JR.)
/s/ David J. Dilger Director
- -----------------------------------
(DAVID J. DILGER)
II-4
<PAGE>
<TABLE>
<S> <C>
</TABLE>
SIGNATURE TITLE
/s/ Edward O. Gaylord Director
- ----------------------------------
(EDWARD O. GAYLORD)
/s/ Gerald Grinstein Director
- ----------------------------------
(GERALD GRINSTEIN)
/s/ Ann O. Hamilton Director
- ----------------------------------
(ANN O. HAMILTON)
/s/ Robert L. Harrison Director
- ----------------------------------
(ROBERT L. HARRISON)
/s/ Harris L. Kempner, Jr. Director
- ----------------------------------
(HARRIS L. KEMPNER, JR.)
/s/ Henry E. Lentz Director
- ----------------------------------
(HENRY E. LENTZ)
/s/ Kevin C. O'Sullivan Director
- ----------------------------------
(KEVIN C. O'SULLIVAN)
/s/ Fayez S. Sarofim Director
- ----------------------------------
(FAYEZ S. SAROFIM)
/s/ William W. Sprague III Director
- ----------------------------------
(WILLIAM W. SPRAGUE III)
/s/ Daniel K. Thorne Director
- ----------------------------------
(DANIEL K. THORNE)
II-5
<PAGE>
BAKER & BOTTS
AUSTIN L.L.P.
DALLAS ONE SHELL PLAZA
MOSCOW 910 LOUISIANA TELEPHONE: (713) 229-1234
NEW YORK HOUSTON, TEXAS 77002-4995 FACSIMILE: (713) 229-1522
WASHINGTON, D.C.
December 16, 1998
Imperial Holly Corporation
P.O. Box 9
Sugar Land, Texas 77487
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Imperial Holly Corporation, a Texas
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, relating to the
proposed sale from time to time by shareholders of the Company of up to
4,972,060 shares (the "Offered Shares") of common stock, without par value, of
the Company, certain legal matters in connection with the Offered Shares are
being passed upon for the Company by us. At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
In our capacity as your counsel in the connection referred to above,
we have examined the Restated Articles of Incorporation and the Bylaws of the
Company, each as amended to date, and the originals, or copies certified or
otherwise identified, of corporate records of the Company, certificates of
public officials and of representatives of the Company, statutes and other
instruments or documents, as a basis for the opinion hereinafter expressed. In
giving such opinion, we have relied upon certificates of officers of the Company
with respect to the accuracy of the material factual matters contained in such
certificates. In making our examination, we have assumed that all signatures on
all documents examined by us are genuine, that all documents submitted to us as
originals are accurate and complete, that all documents submitted to us as
copies are true and correct copies of the originals thereof and that all
information submitted to us was accurate and complete.
On the basis of the foregoing, we are of the opinion that the Offered
Shares are duly authorized, have been validly issued, and are fully paid and
nonassessable.
<PAGE>
Imperial Holly Corporation -2- December 16, 1998
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our Firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby concede that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
Baker & Botts, L.L.P.
JDK/FPP/EDD
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Imperial Holly Corporation on Form S-3 of our report dated December 9, 1998,
appearing in the Annual Report on Form 10-K of Imperial Holly Corporation for
the year ended September 30, 1998 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Houston, Texas
December 15, 1998
