SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 1997
Savannah Foods & Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11420 58-1089367
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
P.O. Box 339, Savannah, Georgia 31402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (912) 234-1261
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
On October 17, 1997, Imperial Holly
Corporation, a Texas corporation ("IHK"), announced that
it had accepted for payment 14,397,836 shares of common
stock (the "Company Common Stock"), par value $.25 per
share, of Savannah Foods & Industries, Inc., a Delaware
corporation (the "Company"), pursuant to a previously
announced cash tender offer (the "Offer") by IHK Merger
Sub Corporation, a Delaware corporation and a wholly
owned subsidiary of IHK ("Merger Sub"), to purchase 50.1%
of all the outstanding shares of Company Common Stock at
a price of $20.25 per share. Together with 448 shares of
Company Common Stock beneficially owned by IHK prior to
the Offer, as a result of the consummation of the Offer,
IHK beneficially owns 14,398,284 shares of Company Common
Stock, or 50.1% of the outstanding shares of Company
Common Stock. The Offer was set forth in IHK's Offer to
Purchase, dated as of September 18, 1997 (the "Offer to
Purchase"), a copy of which was filed by IHK as an
exhibit to its Schedule 14D-1 with the Securities and
Exchange Commission. The aggregate purchase price of the
Company Common Stock acquired in the Offer was
approximately $291.6 million. According to the Offer to
Purchase, the source of such funds was IHK's general
corporate funds and certain credit facilities which are
described in the Offer to Purchase.
The Offer was made pursuant to an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of
September 12, 1997, among the Company, IHK, and Merger
Sub, providing for the merger of Merger Sub with and into
the Company (the "Merger"), with the Company as the
surviving corporation. Pursuant to the Merger
Agreement, the Merger Agreement and the Merger will be
submitted to the Company's stockholders for approval as
promptly as practicable. IHK has sufficient voting power
to approve the Merger Agreement and the Merger and has
agreed to vote in favor of the Merger Agreement and the
Merger. Accordingly, approval of the Merger Agreement
and the Merger is assured.
On October 24, 1997, pursuant to the terms of
the Merger Agreement, Messrs. John D. Carswell, Dale C.
Critz, Lee B. Durham, Jr., F. Sprague Exley, Arthur M.
Gignilliat, Jr., Robert L. Harrison and James M. Reed
resigned from the Board of Directors of the Company. The
vacancies created by such resignations were filled by the
appointment of Messrs. Roger W. Hill, James C. Kempner,
Peter C. Carrothers, Douglas W. Ehrenkranz, John A.
Richmond and William F. Schwer and Ms. Karen L. Mercer,
each of whom is a designee of IHK. Messrs. W. Waldo
Bradley, R. Eugene Cartledge, William W. Sprague III,
Hugh M. Tarbutton and Arnold Tenenbaum continue to serve
as directors of the Company, but Mr. Cartledge resigned
as Chairman of the Board of Directors of the Company.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: October 31, 1997
SAVANNAH FOODS &
INDUSTRIES, INC.
By: /s/ Gregory H. Smith
____________________________
Name: Gregory H. Smith
Title: Senior Vice President,
Chief Financial
Officer and Treasurer
