SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. 1)*
Imperial Holly Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
452835101
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Elliott Associates, L.P., a Delaware Limited
Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
227,809
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
227,809
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
227,809
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.71%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Westgate International, L.P., a Cayman Islands
Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
860,669
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
860,669
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
860,669
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.68%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Martley International, Inc., a Delaware
corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
860,669
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
860,669
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
860,669
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.68%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This statement is filed pursuant
to Rule 13d-2(b) with respect to the shares of common stock, without par
value (the "Common Stock") of Imperial Holly Corporation (the "Issuer")
beneficially owned by the Reporting Persons specified herein
as of February 10, 1999 and amends and supplements the
Schedule 13G dated October 29, 1998 (the "Schedule 13G").
Except as set forth herein, the Schedule 13G is unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Elliott beneficially owns 227,809 shares of Common
Stock. Westgate and Martley together beneficially
own 860,669 shares of Common Stock.
(b) Percent of class:
Elliott's beneficial ownership of 227,809 shares of
Common Stock constitutes .71% of all of the
outstanding shares of Common Stock. Westgate and
Martley aggregate beneficial ownership of 860,669
constitutes 2.68% of all of the outstanding shares
of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott has sole power to vote or
direct the vote of 227,809 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Westgate and Martley together have shared power
to vote or direct the vote of 860,669 shares of
Common Stock.
(iii) Sole power to dispose or to direct the
disposition of
Elliott has sole power to dispose or
direct the disposition of 227,809 shares of Common
Stock.
(iv) Shared power to dispose or to direct the
disposition of
Westgate and Martley together have
shared power to dispose or direct the disposition
of 860,669 shares of Common Stock.<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x].
Item 10. Certification.
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: February 12, 1999 ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International,
Inc.,
as Investment Manager
By: /s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Paul E. Singer
President
