<PAGE>
SCHEDULE 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
IMPERIAL SUGAR COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO APPEARS HERE]
December 20, 1999
Dear Fellow Shareholder:
The Annual Meeting of Shareholders will be held on Friday, January 28, 2000
at 11:00 a.m. at the Sweetwater Country Club, 4400 Palm Royale Boulevard,
Sugar Land, Texas 77479. You are cordially invited to attend.
At the meeting, we will elect four directors and act on the selection of
auditors.
Your Board of Directors joins me in urging you to attend the meeting to hear
a report on the Company's progress and to meet with members of management.
However, even if you plan to attend the meeting in person, I hope you will
sign, date and return your proxy as soon as possible. Your vote is always
important.
Sincerely,
/s/ I.H. KEMPNER, III
<PAGE>
IMPERIAL SUGAR COMPANY
Notice of Annual Meeting of Shareholders
To Be Held January 28, 2000
To the Shareholders of Imperial Sugar Company:
The 2000 Annual Meeting of Shareholders of Imperial Sugar Company (the
"Company") will be held at the Sweetwater Country Club, 4400 Palm Royale
Boulevard, Sugar Land, Texas 77479, on Friday, January 28, 2000, at 11:00
a.m., for the following purposes:
(1) to elect four directors;
(2) to consider and act upon a proposal to ratify the appointment of the
firm Deloitte & Touche LLP, independent certified accountants, as
auditors of the Company for its fiscal year ending September 30, 2000;
and
(3) to transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on December 3, 1999 are
entitled to notice of and to vote at the meeting.
The By-Laws of the Company require that the holders of a majority of the
outstanding shares of Common Stock entitled to vote be represented in person
or by proxy at the meeting in order to constitute a quorum for the transaction
of business. Therefore, regardless of the number of shares you hold, it is
important that your stock be represented at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE SIGN
AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
By Order of the Board of Directors
ROY L. CORDES, JR.
Secretary
Sugar Land, Texas
December 20, 1999
<PAGE>
IMPERIAL SUGAR COMPANY
8016 Highway 90A
Sugar Land, Texas 77478
----------------
PROXY STATEMENT
----------------
2000 ANNUAL MEETING OF SHAREHOLDERS
The accompanying proxy is solicited on behalf of the Board of Directors of
Imperial Sugar Company (the "Company") to be voted at the 2000 Annual Meeting
of Shareholders of the Company to be held at the time and place and for the
purposes set forth in the foregoing notice. In addition to the original
solicitation by mail, certain regular employees of the Company may solicit
proxies by telephone, by facsimile, by telegraph or in person. The Company has
retained D. F. King & Co., Inc. on customary terms and at a fee estimated not
to exceed $4,500, plus reasonable expenses, to assist in soliciting proxies.
All expenses of soliciting proxies, including the cost of preparing and
mailing this Proxy Statement and the reimbursement of brokerage firms and
other nominees for their reasonable expenses in forwarding proxy material to
beneficial owners of stock, will be borne by the Company. If you attend the
meeting, you may vote in person if you wish, even though you have mailed in
your proxy. This Proxy Statement and the accompanying proxy are being mailed
to shareholders beginning on or about December 20, 1999.
All duly executed proxies will be voted in accordance with the instructions
thereon. However, shareholders who execute proxies retain the right to revoke
them at any time before they are voted. The revocation of a proxy shall not be
effective until written notice thereof has been given to the Secretary of the
Company, unless the person granting such proxy votes in person.
Unless otherwise indicated on the proxy, shares will be voted by the persons
named on the accompanying proxy as follows:
(1) for the election of the four directors named below; and
(2) for ratification of the selection of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending September 30,
2000.
The majority of the outstanding shares of Common Stock, without par value,
of the Company ("Common Stock") entitled to vote must be present in person or
by proxy at the meeting in order to constitute a quorum for the transaction of
business. Shares underlying a proxy marked "Abstain" on a matter will be
considered to be represented at the meeting for quorum purposes.
Shares registered in the names of brokers or other "street name" nominees
for which proxies are voted on some but not all matters will be considered to
be present at the meeting for quorum purposes, but will be considered to be
voted only as to those matters actually voted, and will not be considered as
voting for any purpose as to the matters with respect to which no vote is
indicated (commonly referred to as "broker non-votes.")
Directors are elected by a plurality of votes cast. The affirmative vote of
the majority of the shares present and entitled to vote on the matter is
required for adoption of the proposal referred to in (2); accordingly,
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abstentions applicable to shares represented at the meeting will have the same
effect as no votes and broker non-votes will have no effect on the outcome of
the proposal.
Pursuant to an Investor Agreement dated August 29, 1996, as amended, between
the Company and Greencore Group plc and Earlsfort Holdings B.V. (collectively,
the "Investor"), the Investor, who currently holds approximately 15.2% of the
Common Stock outstanding, has agreed to vote in the manner recommended by the
Board of Directors with respect to the election of directors. The Investor
previously designated Mr. David J. Dilger and Mr. Kevin C. O'Sullivan for
election as directors.
The persons named in the accompanying proxy may act with discretionary
authority should any nominee become unavailable for election, although
management is unaware of any circumstances likely to render any of the
nominees unavailable. Management does not intend to bring any other matters
before the meeting and has not been informed that any other matters are to be
presented to the meeting by others.
At the close of business on December 3, 1999, the record date for the
determination of shareholders entitled to vote at the meeting, the Company had
outstanding 32,210,643 shares of Common Stock, which is the only class of
stock of the Company outstanding and entitled to vote at the meeting. Each
shareholder is entitled to one vote for each share of Common Stock held.
Cumulative voting is not allowed in the election of directors.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes designated
Class I, Class II and Class III, with staggered terms of office. The number of
directors in each of the three classes is to be as nearly equal as possible.
After the election of directors at the 2000 Annual Meeting, the terms of
office of the Class III directors will extend until the Annual Meeting of
Shareholders in 2003 (and until their successors are qualified). The terms of
office of the Class I directors extend until the Annual Meeting of
Shareholders in 2001 and the terms of office of the Class II directors extend
until the Annual Meeting of Shareholders in 2002, (and, in each case, until
their successors are qualified). At the 2000 Annual Meeting, it is proposed to
elect Ann O. Hamilton, Harris L. Kempner, Jr., H. E. Lentz, and Kevin C.
O'Sullivan as Class III Directors. Fayez S. Sarofim, currently a Class III
director, will not stand for reelection and will retire from the Board on
January 28, 2000, having attained the age of 70 this past year. All of the
nominees are currently serving as directors of the Company. William W. Sprague
III resigned from the Board of Directors and as a Managing Director of the
Company and President of Savannah Foods & Industries, Inc. ("Savannah Foods"),
a subsidiary of the Company, effective September 30, 1999.
Nominees
Set forth below is certain information concerning the four nominees for
election as directors at the 2000 Annual Meeting, including the business
experience of each during the past five years and the age of each nominee on
December 3, 1999.
Directors in Class III
(Terms expiring at the 2003 Annual Meeting of Shareholders)
Ann O. Hamilton, a director of the Company since 1974, was with the World
Bank in Washington, D.C. from 1970 until her retirement in December 1995. Mrs.
Hamilton, age 63, was Senior Adviser to the Vice President, South Asia Region,
in 1995. She was Director of the Bangladesh, Bhutan & Nepal Department from
1993 to 1994, and Director of the Population & Human Resources Department from
1987 to 1992.
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Harris L. Kempner, Jr., a director of the Company since 1966, has been
President of Kempner Capital Management, Inc., an investment advisory firm,
since 1982 and a trustee of the H. Kempner Trust Association since 1967. He
served as Chairman of the Board of United States National Bank from 1988 to
1993 when he became Chairman Emeritus. Mr. Kempner, age 59, is a director of
TNP Enterprises, Inc. and American Indemnity Financial Corporation and an
advisory director of Cullen/Frost Bankers, Inc.
H. E. Lentz has been a director of the Company since 1993. Mr. Lentz, age
54, has been a Managing Director of Lehman Brothers Inc., an investment
banking firm, since 1993. Mr. Lentz serves as a director of the Rowan
Companies, Inc. and P&L Coal Holding, Inc.
Kevin C. O'Sullivan has been a director of the Company since October 1996.
Mr. O'Sullivan, age 57, is Chief Financial Officer of Greencore Group plc, an
Irish diversified food products and sugarbeet processing company. He has been
a director of Greencore since January 1992.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ANN O. HAMILTON, HARRIS L.
KEMPNER, JR., H. E. LENTZ AND KEVIN C. O'SULLIVAN AS DIRECTORS.
Continuing Directors
Set forth below is certain information concerning the eight directors of the
Company whose present terms of office are scheduled to continue until 2001 or
2002, including the business experience of each during the past five years and
the age of each director on December 3, 1999.
Directors in Class I
(Terms Expiring at the 2001 Annual Meeting of Shareholders)
John D. Curtin, Jr. has been a director of the Company since 1993. Mr.
Curtin is a private investor. He was Chairman and Chief Executive Officer of
Aearo Corporation, a worldwide manufacturer and supplier of personal safety
protection equipment, from May 1994 to March 1998. Mr. Curtin, age 66, is a
director of Aearo Corporation.
I. H. Kempner, III, age 67, has been Chairman of the Board of Directors of
the Company since 1971 and was first elected a director of the Company in
1967. He became Chairman of the Executive Committee in 1978. Mr. Kempner
joined the Company in 1964 and served in various executive capacities prior to
his election as Chairman of the Board.
James C. Kempner has been a director since 1988 and has been President and
Chief Executive Officer of the Company from 1993 to present. Mr. Kempner was
also the Chief Financial Officer of the Company from 1988 until April 1998.
From 1988 to 1993, Mr. Kempner was an Executive Vice President of the Company.
Mr. Kempner, age 60, is a Director of Bouygues Offshore S.A. and the King
Ranch.
Daniel K. Thorne has been a director of the Company since 1988. For more
than the past five years, Mr. Thorne has been the President of Star Lake
Cattle Company and Star Lake Properties, Inc., which are engaged in cattle and
timber operations, and Eagle Island Citrus Corporation, a citrus production
operation. Mr. Thorne, age 48, is also President of Star Lake Capital, a
venture capital firm.
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Directors in Class II
(Terms Expiring at the 2002 Annual Meeting of Shareholders)
David J. Dilger has been a director of the Company since October 1996. Mr.
Dilger, age 43, has been Chief Executive of Greencore since 1995 and was Chief
Operating Officer of Greencore from 1991 to 1995. He has been a director of
Greencore since January 1992.
Edward O. Gaylord, who has been a director of the Company since 1978, has
been the President and a director of Gaylord & Company, Inc., a venture
capital business, since 1988. Since January 1993, he has been Chairman of EOTT
Energy Corporation, an oil trading and transportation company. Mr. Gaylord,
age 67, is also a director of Seneca Foods Corporation, Essex International,
Kinder Morgan Energy Partners, L.P. and The Federal Reserve Bank of Dallas,
Houston Branch.
Gerald Grinstein has been a director of the Company since October 1996. He
has been a Director of Delta Air Lines, Inc. since 1987 and has served as
Chairman of the Board of Directors of Delta Air Lines, Inc. since August 1997.
He served as Chairman and Chief Executive Officer of Burlington Northern Inc.,
a diversified transportation and railroad company, from 1990 until September
1995 and served as Chairman until his retirement in December 1995. Mr.
Grinstein, age 67, is also a director of Browning Ferris Industries, Inc.,
PACCAR, Inc., Sundstrand Corporation and Vans Inc.
Robert L. Harrison has been a director of the Company since December 1997.
Mr. Harrison, age 59, has been President of Stevens Shipping & Terminal Co. in
Savannah, Georgia for more than seventeen years. Mr. Harrison served as a
Director of Savannah Foods from 1990 to 1997.
Mr. I. H. Kempner, III and Mr. James C. Kempner are brothers and are first
cousins of Mr. Harris L. Kempner, Jr. In addition, Mrs. Hamilton, Mr. Harris
L. Kempner, Jr., Mr. I. H. Kempner, III, Mr. James C. Kempner and Mr. Thorne
are each descendants of H. Kempner, a Galveston entrepreneur who died in 1894.
Board Committees and Meetings
The Company's Board of Directors has five standing committees: Executive,
Audit, Executive Compensation, Nominating and Environmental. Except for the
Executive Committee, the committees are composed of members who are not
officers or employees of the Company or its subsidiaries. The membership and
principal responsibilities of the committees are described below.
At intervals between formal meetings, members of the Board and each
committee are provided with information regarding the operations of the
Company and are consulted on an informal basis with respect to pending
business. Such consultation may lead to Board or committee action between
meetings being taken by unanimous written consent.
During the twelve-month period ending September 30, 1999, each incumbent
director attended at least 75% of the aggregate number of meetings of the
Board and its committees on which the director served with the exception of
Edward O. Gaylord and Ann O. Hamilton, who each attended 60% of the meetings.
The Board met five times during the year ended September 30, 1999.
4
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Executive Committee
Members:I. H. Kempner, III (Chairman)
Edward O. Gaylord
James C. Kempner
The Executive Committee exercises the powers of the Board to manage the
Company between meetings of the Board. The Executive Committee did not meet
during the year ended September 30, 1999.
Audit Committee
Members:Edward O. Gaylord (Chairman)
Robert L. Harrison
Daniel K. Thorne
The Audit Committee reviews with the Company's internal auditor and
independent certified public accountants the scope and results of their
audits, monitors the adequacy of the Company's system of internal controls and
procedures, recommends to the board the selection of the independent certified
public accountants and reviews the fees paid for services rendered by such
accountants. During the year ended September 30, 1999, the Audit Committee met
once.
Executive Compensation Committee
Members:John D. Curtin, Jr. (Chairman)
Edward O. Gaylord
Gerald Grinstein
H. E. Lentz
The Executive Compensation Committee establishes the salaries, bonuses and
other compensation for the Company's directors, executive officers and certain
other managerial and professional personnel. The Committee reviews and
approves or in some cases recommends to the Board the Company's compensation
plans. The Executive Compensation Committee also administers the granting of
incentives to eligible employees under the Company's Stock Incentive Plan and
administers the Company's incentive bonus plans. The Executive Compensation
Committee met two times during the year ended September 30, 1999.
Nominating Committee
Members:Edward O. Gaylord (Chairman)
John D. Curtin, Jr.
David J. Dilger
H. E. Lentz
The Nominating Committee recommends to the Board persons to be proposed by
the Board for election as directors. The Nominating Committee is also
authorized to address director compensation issues and the terms of service of
directors. The Nominating Committee will consider nominees recommended by
shareholders. Shareholders may submit any such nomination to the Chairman of
the Nominating Committee in care of the Company at the address listed on the
first page of this Proxy Statement. The Nominating Committee did not meet
during the year ended September 30, 1999.
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Environmental Committee
Members:Robert L. K. Lynch (Chairman; Advisory Director since December 1997)
A. M. Bartolo (Advisory Director since December 1997)
The Environmental Committee oversees all aspects of the Company's
environmental policy and compliance with the policy. The Committee reviews,
reports on and makes recommendations to the Board regarding the policy. The
Committee members also participated in the environmental assessment of the
Company's facilities. The Environmental Committee met two times during the
year ended September 30, 1999. The Committee also toured 10 Company facilities
as part of its Environmental Assessment and Compliance program.
Director Remuneration
Pursuant to the Nonemployee Director Compensation Plan, directors who are
not employees of the Company receive their annual retainer, currently $18,000,
in the form of shares of Common Stock, rather than cash. The number of shares
awarded on the annual election of directors is equal to 167% of the otherwise
applicable cash annual retainer, divided by the fair market value per share of
Common Stock on the date of such annual election. These shares are subject to
restrictions on sale or other transfer, and cannot be sold or transferred
until the earliest of a director's death, disability, cessation of status as a
director or the occurrence of a change in control of the Company.
Additionally, each director of the Company who is not an officer of the
Company receives $1,000 for each Board meeting attended. Each such director
who serves on a committee currently receives $1,000 for each committee meeting
attended if the meeting is not held on the same day as a Board meeting. Each
director is also reimbursed by the Company for travel expenses incurred in
connection with attendance at Board or committee meetings or other business of
the Company.
Under the Company's 1989 Nonemployee Director Stock Option Plan, each
director of the Company who is not an employee of the Company is automatically
granted an option on the date the director becomes a director of the Company
(or July 27, 1989, if later). Each option permits the optionee to purchase
1,500 shares of Common Stock at an exercise price per share equal to 50% of
the fair market value of a share of Common Stock on the date the option is
granted. Options granted under the Nonemployee Director Stock Option Plan are
not exercisable until the optionee has completed three years of service as a
director of the Company. In the event of a "change in control" of the Company
(as defined in the Nonemployee Director Stock Option Plan), any unvested
portion of the options will immediately become exercisable in full. No
director options were granted nor exercised during the year ended September
30, 1999.
The Imperial Sugar Company Retirement Plan for Nonemployee Directors is a
non-qualified retirement plan providing monthly retirement benefits to retired
directors of the Company who never served as employees of the Company. The
plan provides for payments, commencing at the later of age 65 or retirement,
equal to the retainer received by the director (or the cash equivalent
thereof) at the date of the director's retirement for up to ten years after
retirement (based on years of service) to a director who retires after
completion of three years of service. Death benefits equal to 50% of the
retirement benefit are paid to a surviving spouse.
The Company has understandings with Mr. I.H. Kempner, III providing that Mr.
Kempner will provide consulting services to the Company concerning sugar
industry related matters and that for such services the Company will pay Mr.
Kempner a monthly retainer of $3,500 and a per diem amount for each day of
travel on
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Company business. These arrangements are currently scheduled to expire on
December 31, 1999 but are expected to be renewed.
Mr. Dilger and Mr. O'Sullivan have declined to receive any remuneration for
their services as directors.
Executive Compensation
The following table and narrative sets forth the compensation of the chief
executive officer and the other six most highly compensated executive officers
during the year ended September 30, 1999 (collectively, the "named officers")
for services rendered in all capacities. In October 1997, the Company changed
its fiscal year end from March to September. Accordingly, compensation
reported in the following table is for the fiscal years ended September 30,
1999 and 1998 and the twelve-month transition period ended September 30, 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
------------------------------ ----------------------
Shares
Restricted Underlying
Name and Principal Fiscal Other Annual Stock Options All Other
Position Period Salary Bonus(1) Compensation Awards(2) (number)(3) Compensation(4)
------------------ ------ -------- -------- ------------ ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Kempner........ 1999 $527,962 $ 0 $(5) $ 0 0 $ 0
President, Chief 1998 497,502 0 (5) 0 200,000 0
Executive Officer 1997 377,016 647,251 (5) 242,046 0 0
William W. Sprague
III(6)................. 1999 431,800 0 (5) 0 0 6,749
Managing Director 1998 431,800 0 (5) 0 135,000 6,074
and President--Savannah
Foods & Industries,
Inc.
Roger W. Hill........... 1999 298,846 0 (5) 0 0 0
Managing Director, 1998 291,612 0 (5) 0 65,000 0
and President--Holly 1997 284,448 281,123 (5) 150,045 0 0
Sugar Corporation
William F. Schwer....... 1999 261,984 0 (5) 0 0 0
Executive Vice
President 1998 241,253 20,000 (5) 0 65,000 0
and General Counsel 1997 202,512 412,242 (5) 155,316 0 0
James M. Kelley......... 1999 256,200 0 (5) 0 0 13,430
Managing Director...... 1998 246,800 0 (5) 0 65,000 11,629
David H. Roche.......... 1999 256,200 0 (5) 0 0 636
Managing Director...... 1998 246,800 0 (5) 0 65,000 377
Benjamin A. Oxnard,
Jr..................... 1999 256,200 0 (5) 0 0 0
Managing Director...... 1998 233,475 0 (5) 0 65,000 0
</TABLE>
- --------
(1) Bonuses paid were pursuant to the Company's Performance Incentive Plan and
include a relocation bonus of $28,945 for Mr. Hill in 1997.
(2) On May 1, 1997, shares of Restricted Stock were issued to six executive
officers including Messrs. Kempner, Hill and Schwer. Dividends, if
declared, are payable on restricted stock. At September 30, 1999,
aggregate restricted stock holdings for the named executive officers and
the values of such holdings (based on the closing price of the Common
Stock on September 30, 1999 of $6.13) were: Mr. Kempner, 23,052 shares
($141,194); Mr. Hill, 14,290 shares ($87,526); and Mr. Schwer, 14,792
($90,601).
(3) No options granted include SARs.
(4) Represents Company matching contributions to a defined contribution plan
and accrual of above-market earnings on deferred compensation.
(5) Amount is less than $50,000 or 10% of the sum of salary and bonus.
(6) Resigned effective September 30, 1999. See "Employment Agreements and
Related Arrangements."
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Stock Options
No stock options were granted to the named officers during fiscal 1999. The
following table sets forth certain information with respect to stock options
exercised during fiscal 1999 and to unexercised options held at September 30,
1999.
Aggregated Option/SAR Exercises In Last Fiscal Year and
Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at in-the-Money Options/SAR
Shares September 30, 1999 at September 30, 1999(2)
Acquired Value ---------------------------- -------------------------
Name on Exercise Realized(1) Exercisable(1) Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James C. Kempner........ 24,975 $51,349 100,000 150,000 -- --
William W. Sprague III.. -- -- -- -- -- --
Roger W. Hill........... 24,975 44,324 26,250 48,750 -- --
William F. Schwer....... -- -- 44,250 55,750 -- --
James M. Kelley......... -- -- 16,250 48,750 -- --
David H. Roche.......... -- -- 16,250 48,750 -- --
Benjamin A. Oxnard,
Jr..................... -- -- 16,250 48,750 -- --
</TABLE>
- --------
(1) Calculated based on the average of the high and low market price per share
on the exercise date (as reported by The American Stock Exchange) less the
exercise price per share, times the number of shares received on exercise.
(2) Calculated based on the September 30, 1999 average of the high and low
market price per share of $6.13 (as reported by the American Stock
Exchange) less the exercise price per share, times the number of shares.
Retirement Plan
The Imperial Sugar Company Retirement Plan (the "Retirement Plan") is a tax
qualified benefit plan covering non-union employees of the Company and certain
of its subsidiaries, including Mr. Kempner, Mr. Hill and Mr. Schwer, but
excluding non-union employees of Savannah Foods and its subsidiaries. The
Company has also adopted a Benefit Restoration Plan for certain participants
(including Mr. Kempner, Mr. Hill and Mr. Schwer) to supplement the benefits
payable under the Retirement Plan to the extent that the limitations on
qualified plan benefits mandated by the Internal Revenue Code of 1986, as
amended (the "Code"), reduce retirement benefits that would otherwise be
payable under the Retirement Plan.
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Effective for periods after January 1, 1997, compensation under the
Retirement Plan is defined as salary, bonus, overtime and commissions as
reported in the Summary Compensation Table above. For periods prior to January
1, 1997 compensation under the Retirement Plan was defined as taxable
earnings, including salary, bonus and other annual compensation reported in
the Summary Compensation Table above, as well as the taxable income realized
on exercise of stock options and the value for federal income tax purposes of
certain employee benefits and other perquisites. Compensation under the
Benefit Restoration Plan for periods after August 1, 1994 is defined as
authorized base pay plus bonus as reported in the Summary Compensation Table.
Prior to August 1, 1994, compensation was defined in the same manner as the
Retirement Plan.
Annual benefits under the Retirement Plan are in addition to social security
benefits for employees and are integrated with amounts payable pursuant to
annuities distributed to participants in connection with benefits accrued as
of the spin-off/termination of predecessors of the Retirement Plan. Benefits
are defined in terms of five-year certain and life annuity; several other
payment options are available to employees. Effective January 1, 1997, the
Retirement Plan was amended to provide benefit levels based in part on social
security covered compensation, which varies from year to year.
Benefits payable under the Retirement Plan are limited by various provisions
of the Code that restrict the amount of compensation that may be taken into
account to calculate benefits under qualified plans and other limits on the
maximum benefit payable from qualified plans. To the extent the pension
calculated pursuant to the Retirement Plan would exceed the maximum amount
permitted by the Code, the difference would be payable from the Benefit
Restoration Plan as a discounted lump sum upon the participant's retirement.
9
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The Retirement Income Plan for Employees of Savannah Foods & Industries,
Inc. (the "Savannah Retirement Plan") is a tax qualified benefit plan covering
full time non-union employees of Savannah Foods and its subsidiaries to whom
the plan has been extended. Savannah Foods has also adopted a Supplemental
Executive Retirement Plan (the "SERP") for certain key employees (including
Messrs. Kelley, Roche and Oxnard). The SERP is designed to provide benefits
equal to 65% of a participant's highest 36-month average compensation less
qualified retirement plan benefits frozen at June 30, 1996 less social
security calculated and frozen at June 30, 1996, with such net amount
multiplied by a fraction, the numerator of which is service as of June 30,
1996 and the denominator of which is service projected to age 65. Compensation
used in such formula is equal to base pay inclusive of any deferred
compensation amounts. Benefits are payable on a joint and 75% surviving spouse
basis if married at benefit commencement or on a life only basis if single.
Benefits are unreduced at age 62.
Effective November 1, 1999, the Retirement Plan and the Savannah Retirement
Plan were amended and restated to include identical benefit accrual formulas.
Annual benefits under both plans are based on a five year average of base pay
plus bonuses. Benefits equal 1% of average compensation plus 0.5% of such
compensation in excess of social security covered compensation per each of the
first 35 years of service. Longer serviced individuals, including the named
officers, are subject to certain grandfathered provisions under the prior
plans. Benefits are defined in terms of a five-year certain and life annuity,
with several other payment options available to employees.
The projected total annual benefits from the Retirement Plan and the Benefit
Restoration Plan, exclusive of benefits provided by previously allowed
employee contributions, payable as a five-year certain and life annuity and
commencing at age 65 are as follows: Mr. Hill: $220,000; Mr. James C. Kempner:
$156,000 and Mr. Schwer: $122,300. The projected total annual benefits from
the Savannah Retirement Plan and the SERP, payable on a Joint and 75% Survivor
basis and commencing at age 65, are as follows: Mr. Kelley: $143,800; Mr.
Oxnard: $135,500 and Mr. Roche: $139,200.
Salary Continuation Plan
The Company has agreed to provide lump-sum supplemental retirement and death
benefits to participants (currently Messrs. James C. Kempner, Hill and Schwer)
in the Salary Continuation Plan. The plan also provides for monthly salary
continuation payments in the event of disability (as defined). If a
participant's employment is terminated prior to retirement for any reason
other than death, disability or cause (as defined), the participant will be
entitled to receive, upon his attainment of age 55 if his termination is prior
thereto, the actuarial equivalent (as defined) of the payment he would have
received had he retired at age 62 (in certain cases, reduced according to a
vesting schedule specified in the applicable agreement). The Salary
Continuation Plan allows participants who are 100% vested and who have
attained the age of 55 to receive their benefits without termination of
employment if approved by the Executive Compensation Committee. No amounts
will be due under the plan to a participant who is terminated for cause. The
estimated amounts payable upon retirement at or after age 62 for each of the
named officers are as follows: $1,562,818 for Mr. James C. Kempner, $790,372
for Mr. Hill and $598,349 for Mr. Schwer.
Employment Agreements and Related Arrangements
On February 1, 1998, the Company entered into employment agreements with the
following officers, which as currently in effect provide for the following
annual salaries: Mr. James C. Kempner--$530,000; Mr. Hill--$300,000; Mr.
Kelley--$254,400; Mr. Oxnard--$280,000; Mr. Roche--$254,400; and Mr. Schwer--
$305,000.
10
<PAGE>
The employment agreements provide for an initial term of employment through
January 31, 2000. Thereafter, the terms of employment under each agreement
automatically extends for additional one-year periods, unless the Company or
the respective executive notifies the other party of its intention not to
extend the term at least 60 days prior to the end of the then current term. If
the executive's employment is terminated by the Company without Cause (as
defined) or by the executive for Good Reason (as defined), the executive will
be entitled to receive as a severance payment a lump sum equal to the present
value of his annual base salary for the greater (a) the remaining term of
employment or (b) one year. In addition, the Company will be required to pay a
lump sum equal to three times the executive's annual salary if his employment
is terminated by the Company without Cause or by the executive for Good Reason
within the two-year period following a Change of Control (as defined). If it
is determined that any payment made under the employment agreement, or another
plan or agreement of the Company, in the event of a Change of Control would be
considered an "excess parachute payment", as defined in Section 280G of the
Internal Revenue Code and subject to excise tax under Section 4999 of the
Code, then the executive would be entitled to an additional "gross-up payment"
that will place him in the same after-tax economic position as if such payment
had not been considered an excess parachute payment. If the named executive
officer had been terminated without Cause or had resigned with Good Reason as
of September 30, 1999 and within two years of a change in control, payments
under the employment agreements would have been $1,590,000 for Mr. James C.
Kempner, $900,000 for Mr. Hill, $762,000 for Mr. Kelley, $762,000 for Mr.
Oxnard, $762,000 for Mr. Roche, and $915,000 for Mr. Schwer. Mr. Sprague was
party to an employment agreement and resigned effective September 30, 1999.
Mr. Sprague initiated arbitration proceedings against the Company on November
2, 1999, claiming that his resignation was for "good reason" as defined in his
employment agreement. The Company denies that Mr. Sprague resigned for "good
reason" and filed an answer and counter claim.
The Company has Severance Pay Agreements with Messrs. James C. Kempner,
Hill, and Schwer. The Severance Pay Agreements provide that in the event of
the executive officer's death or involuntary termination of employment (as
defined) prior to his attaining age 65 but after a change in control of the
Company (as defined), the executive officer or his beneficiary shall be
entitled to receive a payment equal to the greater of (i) the product of one-
fourth of the executive officer's average monthly salary over the preceding
twelve months multiplied by the number of full years of service with the
Company and its affiliates, or (ii) the total of the annual bonuses received
during the 36 months preceding his death or involuntary termination of
employment. If a change of control had occurred and if the service of the
named officers had been terminated as of September 30, 1999 under the
conditions described above, the amounts due under the Severance Pay Agreements
would have been $647,251 for Mr. James C. Kempner, $281,123 for Mr. Hill, and
$432,242 for Mr. Schwer.
The Company has established an Executive Benefits Trust which may be used to
fund its obligations under certain otherwise unfunded benefit, retirement and
deferred compensation plans providing benefits to executive officers of the
Company in the event of a change in control.
----------------
11
<PAGE>
The Report of the Executive Compensation Committee on Executive
Compensation and the Shareholder Return Performance Graph which follow
shall not be deemed to be incorporated by reference into any filing
made by the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, notwithstanding any
general statement contained in any such filing incorporating this proxy
statement by reference, except to the extent the Company incorporates
such report and graph by specific reference.
Shareholder Return Performance Graph
The following graph compares the cumulative total shareholder return on the
Common Stock to the cumulative total return of the Standard & Poor's 500 Stock
Index and the Standard & Poor's Food Index for the three fiscal years ending
March 31, 1997, the six-month period ending September 30, 1997 and the two
fiscal years ended September 30, 1999. The graph assumes that the value of the
investment in the Common Stock and each index was $1.00 at March 31, 1994 and
that all dividends were reinvested on a quarterly basis.
[GRAPH APPEARS HERE]
Sept. Sept. Sept.
1994 1995 1996 1997 1997 1998 1999
IHK $1.00 $0.89 $0.97 $0.89 $1.00 $0.97 $0.89
S&P 500 $1.00 $1.00 $1.04 $1.03 $1.12 $1.22 $1.31
S&P Food $1.00 $1.00 $1.08 $1.13 $1.16 $1.26 $1.31
12
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors of Imperial
Sugar Company (the "Committee") bears the responsibility for decisions
pertaining to compensation matters of the Company's Chief Executive Officer
and the other officers of the Corporation. The Committee monitors, with the
use of outside experts, competitive markets and compliance matters, and
reviews the effectiveness of current plans and formalizes plans and
recommendations associated with compensation matters and reports these items
to the Board. The Committee also serves in an advisory capacity for the non-
executive positions with respect to salary administration policy, employee
development and related strategic pay and performance issues. An independent
compensation consultant advises the Committee on market compensation
practices, providing both quantitative and qualitative information on industry
peers as well as comparably sized companies.
In its capacity of monitoring and administering performance management
programs for the executive staff, the Committee reviews and recommends to the
Board the annual plan for possible salary adjustments, promotions, incentive
and stock awards. This role may include any mid-year compensation issues
pertaining to executive staffing or status change issues as may be presented
by the Chief Executive Officer. The Chief Executive Officer works with the
Committee and provides details on recommended salary actions for his
subordinates, for annual incentive plan targets and for specific stock awards
for his staff. The Committee independently reviews the performance of the
Chief Executive Officer.
Compensation Program for Company Executives
The Company's executive compensation program, as implemented and overseen by
the Committee, reflects a policy which attempts to retain and motivate key
members of management. This objective is enabled by the sum of the
compensation elements of base pay, annual incentive and long-term
compensation.
Base salaries: Base salaries are intended to be competitive. The Chief
Executive Officer has developed a flat infrastructure of general management to
run the diverse functions of administration, finance, legal, agricultural
operations, marketing and sales and plant operations. The base pay levels for
the senior management staff are, on the average, at market for jobs of similar
scope among similar capitalized firms in the food products and services
industry.
Annual incentive: Annual bonus plan values from the Company's Executive
Officer Bonus Plan established for fiscal year ending September 30, 1999 were
constructed to provide market average total compensation potential, upon
achievement of targeted operating earnings criteria established in the
beginning of the fiscal period. The bonus plan provides for second quartile
pay opportunities in the event the incentive plan's stretch target earnings
were achieved. The bonus plan contains provisions to pay, at the discretion of
the Committee, any bonus payment beyond the target bonus in restricted stock.
The Company's earnings performance for fiscal year ending September 30, 1999
was such that the award level was not attained. The plan also contains
provisions to allow for discretionary bonuses for exemplary activities.
Long-term incentives: The compensation plans of the Company have
historically and are expected to continue to rely on non-qualified stock
options and other forms of stock based compensation to provide capital
accumulation opportunities commensurate with its shareholders.
13
<PAGE>
A review was performed in early 1999 by the Committee's compensation
consultant comparing stock option holdings by Company executives to norms of
firms in the foods and agricultural segments and of a cross section of public
companies of similar revenue and market capitalization. Consistent with the
norms from the study and the Company's stated philosophy to embed a
shareholder perspective among the key employee group, a plan was initiated to
replenish the stock holdings and create capital accumulation opportunities for
a number of key managers in the newly merged organization. Subsequent to this
review, the Executive Compensation Committee granted options to the named
officers in February 1998.
This ongoing strategy of the Executive Compensation Committee currently
involves reviewing specific long and short-term financial performance measures
that can be used to enhance the linkage between shareholders and the key
employees.
During the fiscal year ended September 30, 1999, no options were granted to
the named executive officers. The Committee will continue to monitor the
effectiveness of the existing option agreements in light of available options,
previous allocations to the plans and the potential value of future awards and
make recommendations to the Board and shareholders for additional stock for
long-term incentives when appropriate.
Compensation of the Chief Executive Officer
The Committee administers the compensation programs of Mr. James C. Kempner
consistent with the objectives enumerated for the other executive officers.
Mr. Kempner's compensation is targeted to be at or near the market average for
the top-paid executive in similarly capitalized companies in the foods
products and services industry. Mr. Kempner's salary is $530,000 per annum. He
did not receive an increase this fiscal year. This base salary is below the
market average for the top-paid executive in such similarly capitalized
companies. Earnings targets were not met in fiscal 1999 and Mr. Kempner did
not receive a bonus.
Section 162(m) of the Code does not allow the deduction of certain
compensation to any covered employee in excess of $1 million per year, unless
the compensation meets certain standards for performance based compensation.
The Committee believes that the Company's stock options currently qualify as
performance based compensation. The Committee does not anticipate that any
executive officer will receive other compensation in excess of the limit
during the fiscal year ending September 30, 2000. Therefore, the Committee did
not take any action concerning the limit during the fiscal year ended
September 30, 1999. The Committee will continue to monitor this situation and
will take appropriate action if warranted in the future.
THE EXECUTIVE COMPENSATION COMMITTEE
John D. Curtin, Jr., Chairman
Edward O. Gaylord
Gerald Grinstein
H. E. Lentz
14
<PAGE>
Compensation Committee Interlocks and Insider Participation
Mr. Gaylord is a member of the Executive Compensation Committee. In 1989,
the Company became one of the limited partners of ChartCo Terminal, L.P.
("ChartCo") upon the formation thereof and made a capital contribution of
$1,000,000 to ChartCo. A company owned by Mr. Gaylord is the general partner
of ChartCo, which owns an interest in a fuel oil terminal in Houston, Texas.
The percentage interests of the partners in ChartCo are in proportion to their
respective capital contributions.
In connection with the Company's acquisition of Savannah Foods in 1997 and
of DSLT Inc. in 1998 and financing transactions related to the Savannah Foods
acquisition, Lehman Brothers, Inc. provided investment banking and other
services to the Company for which it received customary fees. An affiliate of
Lehman Brothers, Inc. acted as an arranger and agent for the Company and the
banks that are parties to certain credit facilities and received customary
fees in connection therewith. Mr. Lentz, a Managing Director of Lehman
Brothers Inc., is a director and a member of the Executive Compensation
Committee.
Security Ownership
The following table sets forth certain information with respect to the
ownership of Common Stock as of December 3, 1999 of each director of the
Company, each of the named officers who is currently employed by the Company,
each person known to the Company to be the beneficial owner of 5% or more of
Common Stock and all directors and executive officers of the Company as a
group. Unless otherwise indicated, the beneficial owners have sole voting and
investment power over the shares of Common Stock listed below.
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
--------------------
Number Percentage
Name of Shares of Class
- ---- --------- ----------
<S> <C> <C>
John D. Curtin, Jr. (1).................................. 12,564 *
David J. Dilger (3)...................................... 4,900,000 15.2%
Edward O. Gaylord........................................ 25,172 *
Greencore Group plc...................................... 4,900,000 15.2%
St. Stephen's Green House
Earlsfort Terrace
Dublin 2, Ireland
Gerald Grinstein (1)..................................... 17,138 *
Ann O. Hamilton (5)...................................... 242,968 *
Robert L. Harrison (13).................................. 15,502 *
Roger W. Hill (1) (2).................................... 50,425 *
James M. Kelley (1)...................................... 18,474 *
Harris L. Kempner, Jr. (6) (7)........................... 1,538,126 4.8%
I. H. Kempner, III (1) (4) (6) (8)....................... 1,778,931 5.5%
P. O. Box 25
Sugar Land, Texas 77487-0025
James C. Kempner (1) (2) (6) (9)......................... 1,700,005 5.3%
P. O. Box 9
Sugar Land, Texas 77487-0009
H. E. Lentz.............................................. 29,314 *
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
--------------------
Number Percentage
Name of Shares of Class
- ---- --------- ----------
<S> <C> <C>
Archer-Daniels-Midland Company.......................... 1,802,035 5.6%
P. O. Box 1470
Decatur, Illinois 62525
Kevin C. O'Sullivan (3)................................. 4,900,000 15.2%
Benjamin A. Oxnard, Jr. (1)............................. 35,938 *
David H. Roche (1)...................................... 18,798 *
Fayez Sarofim........................................... 1,225,640 3.8%
William F. Schwer (1) (2)............................... 72,084 *
Daniel K. Thorne (4) (10)............................... 714,060 2.2%
United States National Bank (11)........................ 1,930,071 6.0%
P. O. Box 179
Galveston, Texas 77553
Harris K. Weston (6) (12)............................... 2,423,573 7.5%
Dinsmore & Shohl
1900 Chemed Center
255 East 5th Street
Cincinnati, Ohio 45202
All directors and executive officers as a group (29
persons) (1) (2)....................................... 9,656,523 30.0%
</TABLE>
- --------
* Percentage of shares of Common Stock beneficially owned does not exceed 1%
of the class.
(1) Includes shares subject to stock options exercisable within 60 days as
follows: Mr. I. H. Kempner, III, 50,000 shares; Mr. Hill, 26,250 shares;
Mr. James C. Kempner, 100,000 shares; Mr. Schwer, 51,250 shares; Mr.
Grinstein, 1,500 shares; Mr. Kelley, 16,250 shares; Mr. Oxnard, 16,250
shares; Mr. Roche, 16,250 shares and all directors and executive officers
as a group, 425,900 shares.
(2) Includes restricted shares as follows: Mr. Hill 14,290; Mr. James C.
Kempner, 23,052; Mr. Schwer 14,792 and all executive officers as a group,
86,811 shares.
(3) Includes the shares held by Greencore Group plc, of which Mr. Dilger is
the Chief Executive Officer and a director and Mr. O'Sullivan is the
Chief Financial Officer and a director. Messrs. Dilger and O'Sullivan
disclaim beneficial ownership of such shares.
(4) Includes 134,187 shares of Common Stock owned by the Harris and Eliza
Kempner Fund, a charitable foundation, as to which Mr. I. H. Kempner, III
and Mr. Thorne share voting power and investment power as co-trustees
along with other trustees.
(5) Includes 49,072 shares of Common Stock owned by a testamentary trust as
to which Mrs. Hamilton is successor trustee and has voting and investment
power.
(6) Includes 1,408,373 shares of Common Stock owned by the H. Kempner Trust
Association, over which Mr. I. H. Kempner, III, Mr. James C. Kempner, Mr.
Harris L. Kempner, Jr. and Mr. Harris K. Weston share voting power and
investment power as co-trustees with one other co-trustee.
(7) Includes 6,420 shares of Common Stock held by Mr. Kempner's wife, as to
which he shares voting and investment power. Mr. Kempner disclaims
beneficial ownership as to such shares.
(8) Includes 4,443 shares of Common Stock held by Mr. Kempner's wife, as to
which Mr. Kempner disclaims beneficial ownership.
16
<PAGE>
(9) Includes 6,750 shares of Common Stock owned by a trust of which Mr.
Kempner is a beneficiary.
(10) Includes 327,142 shares of Common Stock owned by a testamentary trust as
to which Mr. Thorne is the sole beneficiary and a co-trustee. Also
includes 166,947 shares owned by the Alan Pryce-Jones Trust, of which Mr.
Thorne is a co-trustee, and 18,722 shares owned by the Daniel K. Thorne
Foundation, of which Mr. Thorne is President. Also includes 875 shares
owned by his wife of which Mr. Thorne disclaims beneficial ownership.
(11) Consists of 1,930,071 shares of Common Stock which United States National
Bank holds as trustee of various trusts for descendants of H. Kempner,
but not including any shares that are held in nominee form for others.
United States National Bank has sole voting power over 1,930,071 shares.
The information given is based on information furnished by the
stockholder.
(12) Includes 2,700 shares of Common Stock held by Mr. Weston's wife and
46,800 shares of Common Stock held by Mr. Weston's daughters. Mr. Weston
disclaims beneficial ownership as to such shares. Also includes 106,200
shares of Common Stock owned by Mr. Weston as trustee for two trusts for
the benefit of Mr. Weston's daughters and 396,000 shares of Common Stock
owned by Mr. Weston as trustee of three charitable annuity lead trusts,
as to all of which shares Mr. Weston disclaims beneficial ownership.
(13) Includes 4,580 shares of Common Stock held by Mr. Harrison's wife as to
which Mr. Harrison disclaims beneficial ownership.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
directors of the Company and beneficial owners of more than 10% of the Common
Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the American Stock Exchange. Officers,
directors and greater than 10% shareholders are required to furnish the
Company with copies of all Section 16(a) forms they file.
Based on a review of Forms 3 and 4 and amendments thereto filed during the
year ended September 30, 1999 and Forms 5 and amendments thereto, or written
representations that no Form 5s were required, the Company believes that
during the year ended September 30, 1999, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
Other Information
Fayez Sarofim & Co. acts as an investment advisor to the Company, the
Retirement Plan and other employee benefit plans maintained by the Company.
During the year ended September 30, 1999, Fayez Sarofim & Co. received
approximately $605,000 for such services. Fayez Sarofim, a director of the
Company, is Chairman of the Board, President and owner of a majority of the
outstanding capital stock of Fayez Sarofim & Co.
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
approved and recommended the appointment of Deloitte & Touche LLP, independent
certified public accountants, as auditors of the Company's financial
statements for the year ending September 30, 2000. Deloitte & Touche LLP has
served as auditors for the Company for over 25 years. Neither such firm nor
any of its associates has any relationship with the Company except in their
capacity as auditors.
17
<PAGE>
A representative of Deloitte & Touche LLP is expected to attend the 2000
Annual Meeting and be available to respond to appropriate questions raised
during the meeting by shareholders. Such representative will also have an
opportunity to make a statement during the meeting if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 2000.
OTHER MATTERS
A copy of the Company's Annual Report to Shareholders, including financial
statements for the fiscal year ended September 30, 1999, accompany this Proxy
Statement but are not a part of the proxy soliciting material.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 2001
Annual Meeting of Shareholders, and otherwise eligible, must be received by
the Company (at the address indicated on the first page of this Proxy
Statement) no later than August 20, 2000 to be eligible for inclusion in the
Company's proxy material relating to that meeting. In addition, the proxy
solicited by the Board of Directors for the 2001 Annual Meeting of
Shareholders will confer discretionary authority to vote on any shareholder
proposal raised at the 2001 Annual Meeting of Shareholders that is not
described in the proxy statement for that meeting unless the Company has
received notice of such proposal on or before November 3, 2000.
REGARDLESS OF THE NUMBER OF SHARES OWNED, IT IS IMPORTANT THAT THEY BE
REPRESENTED AT THE MEETING, AND YOU ARE RESPECTFULLY REQUESTED TO SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST CONVENIENCE.
By Order of the Board of Directors
ROY L. CORDES, JR.
Secretary
18
<PAGE>
IMPERIAL SUGAR COMPANY
2000 Annual Meeting of Shareholders
Proxy Solicited on behalf of the Board of Directors
The undersigned hereby appoints James C. Kempner, Mark Q. Huggins and
Roy L. Cordes, Jr., and each of them, with full power of substitution, the
attorneys and proxies of the undersigned to vote all of the shares of Common
Stock, without par value, of Imperial Sugar Company (the "Company") that the
undersigned would be entitled to vote, with all powers that the undersigned
would possess if personally present, at the 2000 Annual Meeting of Shareholders
of Imperial Sugar Company to be held on January 28, 2000 and at any adjournment
or postponement thereof, on the matters as designated herein and, in their
discretion, on such other matters as may properly come before the meeting or
adjournments thereof, all as set forth in the accompanying Proxy Statement.
This Proxy when properly executed will be voted as specified on the
reverse. Unless otherwise specified, this Proxy will be voted FOR election as
Directors of all of the nominees listed on the reverse. A majority (or if only
one, then that one) of the proxies or substitutes acting at the meeting, or at
any adjournment or postponement, may exercise the powers conferred by this
Proxy. Receipt of the Notice of Meeting and Proxy Statement is hereby
acknowledged. This Proxy revokes all prior proxies given by the undersigned.
(Continued, and to be signed and dated, on the reverse side.)
IMPERIAL SUGAR COMPANY
P.O. BOX 11110
NEW YORK, N.Y. 10203-0110
<PAGE>
<TABLE>
<S> <C> <C> <C>
1. To elect four directors to serve for the FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
terms set forth in the proxy statement. listed below [X] for all nominees listed below.
Nominees: Ann O. Hamilton, Harris L. Kempner, Jr., Henry E. Lentz, and Kevin C. O'Sullivan
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below).
*Exceptions _______________________________________________________________________________________________________________________
2. To consider and act upon a proposal to ratify the appointment 3. To transact such other business as may properly come before
of the firm Deloitte & Touche LLP, independent certified the meeting or any adjournment thereof.
public accountants, as auditors of the Company for its fiscal
year ending September 30, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and
or Comment Mark Here
Please sign exactly as name or names appear on the proxy.
If stock is held jointly, each holder should sign. If
signing as attorney, trustee, executor, administrator,
custodian, guardian, or corporate officer, please give
full title.
DATED: ___________________________________________________
SIGNED: __________________________________________________
__________________________________________________________
|
____| Votes MUST be indicated (x) in Black or Blue ink. X
Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
</TABLE>
