As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 333-2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMENDMENT NO. 2
__________________
SAVANNAH FOODS
& INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-1089367
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 339
Savannah, Georgia 31402-0339
(912) 234-1261
(Address, including zip code, and telephone number
including area code, of registrant's executive offices)
___________________________
Gregory H. Smith
Senior Vice President, Chief Financial Officer and Treasurer
Savannah Foods & Industries, Inc.
P.O. Box 339
Savannah, Georgia 31402
(912) 234-1261
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
With a copy to:
Daniel E. Stoller
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
___________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the registration statement becomes
effective.
If the only securities being registered on this Form are being
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)
______________________
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 specif-
ically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securi-
ties Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
PROSPECTUS
2,500,000 SHARES
SAVANNAH FOODS
& INDUSTRIES, INC.
COMMON STOCK
This Prospectus relates to up to 2,500,000 shares (the "Shares")
of the common stock, par value $0.25 per share (the "Common
Stock"), of Savannah Foods & Industries, Inc., a Delaware corpo-
ration (the "Company"), that may be sold from time to time by the
trustee of the Savannah Foods & Industries, Inc. Benefit Trust
(the "Benefit Trust").
The Common Stock offered hereby may be sold from time to time in
one or more of the following transactions: (a) to underwriters
who will acquire the shares for their own account and resell them
in one or more transactions, including negotiated transactions,
at a fixed price or at varying prices determined at the time of
sale; any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time; (b) through brokers or dealers, acting
as principal or agent, in transactions (which may involve block
transactions) on the New York Stock Exchange, in special offer-
ings, exchange distributions pursuant to the rules of the appli-
cable exchanges or in the over-the-counter market, or otherwise,
at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or
at fixed prices; or (c) directly through brokers or agents in
private sales at negotiated prices. Underwriters participating
in any offering may receive underwriting discounts and commis-
sions and discounts or concessions may be allowed or reallowed or
paid to dealers, and brokers or agents participating in such
transactions may receive brokerage or agent's commissions or
fees. To the extent required, the aggregate amount of Common
Stock being offered and the terms of the offering, the names of
any such agents, dealers or underwriters and any applicable
commission with respect to a particular offer will be set forth
in an accompanying Prospectus Supplement.
The aggregate proceeds to the Benefit Trust from the sale of the
Common Stock will be the selling price of the Common Stock. The
Company will pay all of the expenses of this offering, including
commissions and discounts of agents, dealers or underwriters.
Such expenses, excluding commissions and discounts, are estimated
to be approximately $51,767. None of the proceeds from the sale
of the Common Stock offered hereby will be received for the
benefit of, or retained by, the Company.
The Company, or one of its subsidiaries, as the case may be, has
agreed to indemnify the trustee of the Benefit Trust against
certain liabilities that may arise in connection with their
performance of duties pursuant to the Benefit Trust. See "Plan
of Distribution".
The trustee of the Benefit Trust, the Benefit Trust and any
agents, dealers or underwriters that participate in the distribu-
tion of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received
by them and any profit on the resale of the Common Stock pur-
chased by them may be deemed underwriting commissions or dis-
counts under the Securities Act.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June , 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy state-
ments, and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements,
and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; as
well as at the Regional Offices of the Commission at 7 World
Trade Center, New York, New York 10048; and 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can be
obtained (at prescribed rates) from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Common Stock is listed on the New York Stock Ex-
change. Reports, proxy statements, and other information con-
cerning the Company can be inspected at the office of such
Exchange, located at 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration State-
ment filed by the Company with the Commission under the Securi-
ties Act. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby
made to the Registration Statement and related exhibits for
further information with respect to the Company and the Shares
offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference.
The Company is incorporated under the laws of Delaware. Its
principal executive offices are located at 2 East Bryan Street,
Savannah, Georgia 31401 (telephone (912) 234-1261).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant
to the Exchange Act are incorporated herein by reference and
shall be deemed to be a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended
October 1, 1995.
2. Proxy Statement dated January 11, 1996, relating to the
Company's 1996 Annual Meeting of Stockholders.
3. Quarterly Report on Form 10-Q for the period ended
December 31, 1995.
4. Quarterly Report on Form 10-Q for the period ended
March 31, 1996.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Shares covered by this Prospectus are deemed to
be incorporated by reference herein and shall be a part hereof
from their respective dates of filing.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed
document that also is incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or super-
seded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon written or oral request, a copy of any and all
of the information that has been incorporated by reference in
this Prospectus, but not including exhibits to such information
unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates. Requests
for copies of such information should be directed to Vice Presi-
dent -Administration, Savannah Foods & Industries, Inc., Post
Office Box 339, Savannah, Georgia 31402-0339.
THE COMPANY
The Company was incorporated in Delaware on February 19,
1969, as the successor to Savannah Sugar Refining Corporation,
which was originally incorporated in New York in 1916.
The Company and its subsidiaries collectively comprise one
business segment and are engaged in the production, marketing,
and distribution of food products, primarily refined sugar.
Effective October 2, 1995, the first day of fiscal 1996, the
Company reorganized the business structure of several of its
subsidiaries. This reorganization did not affect the overall
business of the Company, but was done primarily for internal
management purposes.
The Company and its wholly-owned subsidiaries, Savannah
Foods Industrial, Inc. and Dixie Crystals(R) Brands, Inc., are
engaged in the refining and marketing of a complete line of bulk
and liquid sugars and sugar products, including edible molasses,
liquid animal feeds and corn syrup blends. They also produce and
market a complete line of packaged sugars and portion control
items consisting of sugar envelopes, artificial sweeteners, salt,
pepper, non-dairy creamer, and certain other products. Industri-
al and grocery products are marketed primarily in the southeast-
ern portion of the United States, Louisiana, and Texas, but are
also widely distributed into other states generally east of the
Mississippi and south of New England. Foodservice products are
marketed throughout the United States. Products are marketed
under the trade names Dixie Crystals(R), Colonial(R), Evercane(R), and
Savannah Gold(R), but are also sold under the Company's other
controlled labels and under customers' private label brands. The
Company's saccharin-based sweetener is marketed under the trade
name Sweet Thing(R) and its aspartame-based sweetener is marketed
under the trade name Sweet Thing II(R). These products are market-
ed both by means of direct sales and through brokers and are
primarily distributed directly to the customer by common carrier
truck or railcar.
Michigan Sugar Company, a wholly-owned subsidiary of the
Company, and its wholly-owned subsidiary, Great Lakes Sugar
Company, are engaged in the processing of sugar beets into
refined sugar and the production of beet pulp and molasses. The
refined sugar is marketed primarily in the states of Michigan and
Ohio, but is also distributed in the midwestern and eastern parts
of the United States. Packaged sugar is marketed under the trade
name PIONEER(R), but is also sold under customers' private label
brands. These products are marketed both by means of direct
sales and through brokers and are primarily distributed directly
to the customer by common carrier truck or railcar. Most of the
beet pulp is pelletized and sold for export. The balance is sold
in the domestic market. The majority of the molasses is sold to
the Company's beet molasses desugarization facility for further
processing to recover additional sugar.
King Packaging Company, Inc., a wholly-owned subsidiary of
Dixie Crystals(R) Brands, Inc., packs custom made meal kits for the
food service industry and provides complementary products to the
portion control products manufactured at the Company's other
locations. These products are marketed to the food service trade
throughout the United States both by means of direct sales and
through brokers and are primarily shipped directly to customers
by common carrier truck.
Raceland Sugars, Inc., a wholly-owned subsidiary of Savannah
Foods Industrial, Inc., operates a raw sugar mill and is engaged
in the business of producing raw sugar which is marketed in the
Louisiana area. Additionally, the by-products, molasses and
bagasse, are currently sold in the domestic market.
RISK FACTORS
The Company's business and results of operations are sub-
stantially affected by market factors, principally the domestic
prices for refined sugar and raw sugar cane. These market
factors are influenced by a variety of forces, including weather
conditions, competition, and United States farm and trade policies.
The principal legislation presently affecting the domestic
sugar industry is the Food, Agriculture, Conservation and Trade
Act (the "Act"), which became effective October 1, 1991, and
governs the sugar price support program for sugar cane and sugar
beets. The domestic marketplace demands approximately 9.5
million tons of refined sugar annually. To meet this demand,
sugar beets and sugar cane are grown domestically, which are
inadequate supplies to meet consumption demands. As a result, a
restriction is placed on the quantity of foreign raw sugar that
is imported into the country to balance the supply for the
marketplace. The imported raw sugar restriction is referred to
as the tariff-rate quota which was authorized under the General
Agreement on Tariff and Trade. To maintain a viable cane sugar
refining industry and to ensure minimum raw sugar market for the
traditional offshore suppliers of raw sugar to the United States,
the minimum tariff-rate quota is 1,250,000 short tons raw value
annually. The quota can be increased from the annual minimum
amount to compensate for domestic crop shortfalls. The quota can
also be utilized to maintain a certain level of domestic raw
sugar trading prices.
The administration of the sugar program described above is
primarily the responsibility of the United States Department of
Agriculture (the "USDA"). It is difficult to predict how the
USDA will administer the sugar program which, together with
market dynamics, could positively or negatively affect the
profitability of the Company.
The sugar program, together with all farm legislation, is
currently being reviewed for change, but changes in current
legislation cannot be predicted. Additionally, the effectiveness
of the future administration of the sugar program cannot be
predicted. Consequently, the Company is unable to predict the
outcome of future legislative changes and administration changes,
and the effect these factors may have on the result of operations
of the Company.
PLAN OF DISTRIBUTION
On March 14, 1996, the Company and Wachovia Bank of North
Carolina, N.A., as trustee of the Benefit Trust, entered into a
trust agreement creating the Benefit Trust. The Company sold
2,500,000 shares of Common Stock to the Benefit Trust in exchange
for a promissory note in the amount of $26,875,000 (the "Promis-
sory Note").
The Benefit Trust was created to prefund certain of the
Company's obligations under its employee benefit plans, including
deferred compensation plans, supplemental executive retirement
plans, employee stock ownership plans and defined benefit pension
plans (collectively, the "Benefit Plans"). Shares of Common Stock
will be held in the Benefit Trust and will constitute collateral
for the loan evidenced by the Promissory Note. On each date on
which a payment or prepayment is made of any principal amount of
the Promissory Note, the trustee of the Benefit Trust will
release from collateral a certain number of Shares and will apply
them, along with any other Benefit Trust assets to (i) the
payment of indebtedness to the Company, (ii) the satisfaction of
the Company's obligations under the Benefit Plans, (iii) the
reimbursement of payments made by the Company in satisfaction of
such obligations, or (iv) the acquisition of additional equity
securities of the Company.
This Prospectus relates to the shares of Common Stock owned
by the Benefit Trust. The number of shares of Common Stock that
will be sold from time to time in the market by the trustee of
the Benefit Trust will depend upon a number of factors, including
the number of participants, and the forms of benefits and level
of benefits to be provided under such Benefit Plans, the market
price of the Common Stock and the benefit payment cycles under
the various Benefit Plans.
The Company will pay all of the expenses incident to the
registration, offering and sale of the Common Stock to the
public, including commissions and discounts of agents, dealers or
underwriters. The Company or one of its subsidiaries, as the
case may be, has agreed to indemnify the trustee of the Benefit
Trust against certain liabilities that may arise in connection
with its performance of duties pursuant to the Benefit Trust.
The Common Stock offered hereby may be sold from time to
time in one or more of the following transactions: (a) to
underwriters who will acquire the shares for their own account
and resell them in one or more transactions, including negotiated
transactions, at a fixed price or at varying prices determined at
the time of sale; any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time; (b) through brokers or dealers,
acting as principal or agent, in transactions (which may involve
block transactions) on the New York Stock Exchange, in special
offerings, exchange distributions pursuant to the rules of the
applicable exchanges or in the over-the-counter market, or
otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated
prices or at fixed prices; or (c) directly or through brokers or
agents in private sales at negotiated prices. Underwriters
participating in any offering may receive underwriting discounts
and commissions and discounts or concessions may be allowed or
reallowed or paid to dealers, and brokers or agents participating
in such transactions may receive brokerage or agent's commissions
or fees. To the extent required, the aggregate amount of the
Common Stock being offered and the terms of the offering, the
names of any such agents, brokers, dealers or underwriters and
any applicable commission with respect to a particular offer will
be set forth in an accompanying Prospectus Supplement.
The underwriters, brokers, dealers or agents who participate
in the sale of the Shares may be deemed "underwriters" within the
meaning of Section 2(11) of the Securities Act and the commission
paid or discounts allowed to any of such underwriters, brokers,
dealers or agents in addition to any profits received on resale
of the Shares if any such underwriters, brokers, dealers or
agents should purchase any Shares as a principal may be deemed to
be underwriting discounts or commissions under the Securities Act
of 1933.
Certain of the underwriters, dealers, brokers or agents may
have other business relationships with the Company and its
affiliates in the ordinary course of business.
Under applicable rules and regulations of the Exchange Act,
any person engaged in the distribution of the Shares may not be
simultaneously engaged in market making activities with respect
to the Common Stock for a period of nine business days prior to
the later of the commencement of offers or sales of the Shares to
be distributed and the time such person becomes a participant in
the distribution. In addition to and without limiting the
generality of the foregoing, the Benefit Trust, the Company and
any other persons participating in such distribution will be
subject to applicable provisions of the Exchange Act and rules
and regulations thereunder, including without limitation Rules
10b-6 and 10b-7, which provisions may limit the timing of pur-
chases and sales of shares of Common Stock by the Benefit Trust,
the Company and any other such person. All of the foregoing may
limit the marketability of the Shares and the ability of any
underwriter, broker, dealer or agent to engage in market making
activities.
THE SELLING STOCKHOLDER
The 2,500,000 shares of Common Stock offered in this Pro-
spectus are owned by the Benefit Trust.
The trustee of the Benefit Trust is the beneficial owner of
2,500,000 shares or approximately 8.7% of the Common Stock. The
trustee of the Benefit Trust has sole voting and investment power
with respect to the Common Stock held in the Benefit Trust. The
Company may, pursuant to the terms of the trust agreement creat-
ing the Benefit Trust, direct the trustee to make distributions
from the assets of the Benefit Trust to the Benefit Plans main-
tained by the Company in satisfaction of the Company's obliga-
tions under those plans.
DESCRIPTION OF COMMON STOCK
The following summary is subject to the detailed provisions
of, and is qualified in its entirety by reference to, the
Company's Certificate of Incorporation and By-Laws, copies of
which have been incorporated by reference as exhibits to the
Registration Statement of which this Prospectus is a part. The
authorized capital stock of the Company consists of 64 million
shares of Common Stock, par value $.25 per share, and 1 million
shares of preferred stock, par value $.50 per share.
COMMON STOCK
The Company's authorized common stock consists of 64 million
shares of Common Stock, par value $.25 per share. As of December
31, 1995, there were 26,238,196 shares of Common Stock outstanding.
Voting Rights
Each share of Common Stock entitles the holder thereof to
one vote in all matters submitted to a vote of stockholders. The
Common Stock does not have cumulative voting rights, which means
that holders of a majority of the outstanding Common Stock voting
for the election of directors can elect all directors then being
elected.
Dividends
Subject to the rights of any preferred stock which may be
issued by the Board of Directors, each share of Common Stock has
an equal and ratable right to receive dividends to be paid from
the Company's assets legally available therefor when, as and if
declared by the Board of Directors.
Liquidation
In the event of the dissolution, liquidation or winding up
of the Company, the holders of Common Stock are entitled to share
equally and ratably in the assets available for distribution
after payments are made to the Company's creditors and to the
holders of any preferred stock of the Company that may be out-
standing at the time.
Other
The holders of shares of Common Stock have no preemptive,
subscription, redemption or conversion rights and are not liable
for further call or assessment. All of the outstanding shares of
Common Stock are fully paid and nonassessable.
Registrar and Transfer Agent
Wachovia Bank of North Carolina, N.A. acts as Registrar and
Transfer Agent for the Common Stock.
PREFERRED STOCK
The Company's Certificate of Incorporation provides that the
Company may issue up to 1 million shares of preferred stock and
the Board of Directors of the Company is authorized, without
further stockholder action, to divide any or all shares of
authorized preferred stock into series and to fix the redemption
and liquidation value, dividend rate, voting rights, conversion
privilege, preferences, maturity dates and other qualifications,
limitations or restrictions. As of the date of this Prospectus,
the Board of Directors of the Company has not authorized any
series of preferred stock and there are no plans, agreements or
understandings for the issuance of any shares of preferred stock.
CERTIFICATE OF INCORPORATION AND BY-LAWS
Certain provisions of the Company's Certificate of Incorpo-
ration and By-Laws could make more difficult non-negotiated
acquisitions of the Company. The Board of Directors believes
that these provisions will help to assure the continuity and
stability of the Board of Directors and the business strategies
and policies of the Company as determined by the Board of Direc-
tors. These provisions could have the effect, however, of
discouraging a third party from making a tender offer or other-
wise attempting to obtain control of the Company even though such
an attempt might be beneficial to the Company and its stockholders.
Pursuant to the Company's By-Laws, the Board of Directors of
the Company is divided into three classes serving staggered
three-year terms. Directors can be removed from office with or
without cause by the affirmative vote of 75% of the holders of
the outstanding shares of capital stock entitled to vote gener-
ally in an election of directors. Alternatively, any director
may be removed for cause at any time by the affirmative vote of a
majority of the directors then in office. Vacancies on the Board
of Directors may be filled only by vote of the remaining direc-
tors and not by the stockholders.
The Certificate of Incorporation provides that any action
required or permitted to be taken by the stockholders of the
Company may be effected only at an annual or special meeting of
stockholders. The Company's By-Laws provide that special meet-
ings of stockholders may be called only by the chairman, the
president or by order of the Board of Directors.
The By-Laws establish an advance notice procedure for the
nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors at annual or
special meetings of stockholders, as well as for other stockhold-
er proposals to be considered at annual meetings of stockhold-
ers. In general, (a) notice of intent to nominate a director or
raise business at annual meetings must be received by the Company
not less than 60 nor more than 90 days prior to the anniversary
date of the previous year's annual meeting; provided, however,
that in the event that the annual meeting is called for a date
that is not within thirty days before or after such anniversary
date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) notice
of intent to nominate a director at special meetings must be
received by the Company not later than the close of business on
the tenth day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs. All
notices must contain certain specified information concerning the
person to be nominated or the matters to be brought before the
meeting and concerning the stockholder submitting the proposal.
The foregoing summary is qualified in its entirety by the
provisions of the Company's Certificate of Incorporation and By-
Laws, copies of which have been incorporated by reference as
exhibits to the Registration Statement of which this Prospectus
constitutes a part.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock
offered hereby has been passed upon for the Company by Skadden,
Arps, Slate, Meagher & Flom.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended
October 1, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
No person has been authorized to
give any information or to make
any representation not contained
in this Prospectus and, if given
or made, such information or rep-
resentation must not be relied
upon as having been authorized by
the Company. This Prospectus does
not constitute an offer to sell or
a solicitation of an offer to buy
any of the securities offered
hereby in any jurisdic tion to any SAVANNAH FOODS &
person to whom it is unlawful to INDUSTRIES, INC.
make such offer in such jurisdic-
tion. Neither the delivery of 2,500,000 SHARES
this Prospectus nor any sale made
hereunder shall, under any circum- Common Stock
stances, create any implication
that the information herein is
correct as of any time subsequent
to the date hereof or that there
has been no change in the affairs
of the Company since such date.
_____________________ PROSPECTUS
TABLE OF CONTENTS PAGE
AVAILABLE INFORMATION . . . 5
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . 5
THE COMPANY . . . . . . . 6
RISK FACTORS . . . . . . 7
PLAN OF DISTRIBUTION . . . . 8
THE SELLING STOCKHOLDER . . . 9
DESCRIPTION OF COMMON STOCK . 9
LEGAL MATTERS . . . . . . 11
EXPERTS . . . . . . . . 12
JUNE , 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee . . . . $ 9,267
Accounting fees and expenses . . . . . . . . . . . . . . 7,500*
Legal fees and expenses . . . . . . . . . . . . . . . . 30,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 5,000*
Total . . . . . . . . . . . . . . . . . . . . . . . . 51,767*
___________
*Estimated
Item 15. Indemnification of Directors and Officers
Subsection (b)(7) of Section 102 of the General Corporation
Law of the State of Delaware (the "GCL") empowers a corporation
in its original certificate of incorporation or an amendment
thereto validly approved by stockholders to eliminate or limit
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director, provided that such provision cannot eliminate or
limit the liability of a director for (i) breach of his duty of
loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii)
payment of a stock dividend or approval of a stock repurchase
which was illegal under Section 174 of the GCL or (iv) any
transaction from which he derived an improper personal benefit.
Reference is made to Section 145 of the GCL relating to the
indemnification of directors and officers of a Delaware corporation.
Article Ninth of the Company's Amended Certificate of
Incorporation provides for limitation of liability of directors,
and indemnification of directors, officers and others as follows:
NINTH: No Director shall be personally liable to
the Corporation or any stockholder for monetary damages
for breach of fiduciary duty as a Director, except for
any matter in respect of which such Director shall be
liable under Section 174 of Title 8 of the Delaware
Code (relating to the Delaware General Corporation Law)
or any amendment thereto or successor provision thereto
or shall be liable by reason that, in addition to any
and all other requirements for such liability, he (i)
shall have breached his duty of loyalty to the Corpora-
tion or its stockholders, (ii) shall not have acted in
good faith or, in failing to act, shall not have acted
in good faith, (iii) shall have acted in a manner
involving intentional misconduct or a knowing violation
of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing
violation of law, or (iv) shall have derived an improp-
er personal benefit. Neither the amendment nor repeal
of this Article Ninth, nor the adoption of any provi-
sion of the Certificate of Incorporation inconsistent
with this Article Ninth shall eliminate or reduce the
effect of this Article Ninth in respect of any matter
occurring, or any cause of action, suit, or claim that,
but for this Article Ninth would accrue or arise, prior
to such amendment.
Article VI of the Company's By-Laws provides that the
Corporation shall, to the fullest extent permitted by Section 145
of the GCL, indemnify any and all persons whom it shall have
power to indemnify under said Section from and against any and
all of the expenses, liabilities or other matters referred to in,
or covered by said Section.
Item 16. Exhibits
The following exhibits are filed as part of this Registra-
tion Statement:
Exhibit No. Description
3(i)* Certificate of Incorporation of the Company with
Amendments adopted through May 24, 1990.
3(ii)* By-Laws of the Company.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1 Consent of Price Waterhouse LLP.
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom
(included in Exhibit 5.1).
99.1* Benefit Trust Agreement.
* Previously filed.
Item 17. Undertakings
(a) The Company hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most re-
cent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement. Notwith-
standing the foregoing, any increase or de-
crease 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 and of
the estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of Regis-
tration Fee" table in the effective registra-
tion statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, 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 securi-
ties 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers
and controlling persons of the Company pursuant to the provisions
described under Item 15 above, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnifica-
tion is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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 amendment to its registration
statement to be signed on its behalf by the undersigned, thereun-
to duly authorized, in Savannah, Georgia on this 3rd day of
June, 1996.
SAVANNAH FOODS & INDUSTRIES, INC.
By /s/ WILLIAM W. SPRAGUE
William W. Sprague
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this amendment has been signed below by the following
persons in the capacities indicated on the 3rd day of June, 1996.
Signature Title
/s/ WILLIAM W. SPRAGUE, III
______________________________
William W. Sprague, III President and Chief Executive Officer
/s/ C. RICHARD DONNELLY
______________________________
C. Richard Donnelly Senior Vice President
President - Savannah Foods Industrial,
Inc.
/s/ GREGORY H. SMITH
________________________________
Gregory H. Smith Senior Vice President
Chief Financial Officer and Treasurer
/s/ F. SPRAGUE EXLEY
________________________________
F. Sprague Exley Senior Vice President Human Resources
and Administration and Assistant
Secretary
/s/ JAMES M. KELLY
_______________________________
James M. Kelley Senior Vice President
President - Dixie Crystals(R) Brands,
Inc.
/s/ DAVID H. ROUCHE
_______________________________
David H. Roche Senior Vice President
President and Chief Operating Officer
- Michigan Sugar Company
/s/ BENJAMIN A. OXNARD, JR.
_______________________________
Benjamin A. Oxnard, Jr. Senior Vice President - Raw Sugar
/s/ J. ERIC STORY
_______________________________
J. Eric Story Corporate Controller
/s/ DALE C. CRITZ
______________________________
Dale C. Critz Director
/s/ ARTHUR M. GIGNILLIAT, JR.
______________________________
Arthur M. Gignilliat, Jr. Director
/s/ ROBERT S. JEPSON, JR.
_______________________________
Robert S. Jepson, Jr. Director
/s/ ARNOLD TENENBAUM
_______________________________
Arnold Tenenbaum Director
/s/ W. WALDO BRADLEY
________________________________
W. Waldo Bradley Director
/s/ JOHN D. CARSWELL
________________________________
John D. Carswell Director
/s/ HUGH M. TARBUTTON
________________________________
Hugh M. Tarbutton Director
/s/ R. EUGENE CARTLEDGE
________________________________
R. Eugene Cartledge Director
/s/ LEE B. DURHAM, JR.
_________________________________
Lee B. Durham, Jr. Director
/s/ ROBERT L. HARRISON
_________________________________
Robert L. Harrison Director
EXHIBIT INDEX
Exhibit No. Description
3(i)* Certificate of Incorporation with Amendments
adopted through May 24, 1990.
3(ii)* By-Laws of the Company.
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom
23.1 Consent of Price Waterhouse LLP.
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom (in-
cluded in Exhibit 5.1)
99.1* Benefit Trust Agreement.
* Previously filed.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated November 17, 1995 appearing on page
14 of Savannah Foods & Industries, Inc.'s Annual Report on Form
10-K for the year ended October 1, 1995. We also consent to the
references to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
June 3, 1996
