<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
----------------- --------------------
Commission file number 2-94678
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Savannah Foods & Industries, Inc. Employee Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Savannah Foods & Industries, Inc., P.O. Box 339, Savannah, GA 31402
<PAGE> 2
REQUIRED INFORMATION
The following documents are filed as a part of this report:
1. Financial Statements
Plan financial statements prepared in accordance with the financial
reporting requirements of ERISA include the following:
Report of Independent Public Accountants
Statement of Net Assets Available for Benefits, with Fund Information,
as of December 31, 1997
Statement of Net Assets Available for Benefits, with Fund Information,
as of December 31, 1996
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, for the Year Ended December 31, 1997
Notes to Financial Statements and Schedules
Supplemental Schedules:
Schedule I: Schedule of Assets Held for Investment Purposes -
December 31, 1997;
Schedule II: Schedule of Loans in Default - December 31, 1997;
Schedule III: Schedule of Reportable Transactions - Year Ended
December 31, 1997;
2. Exhibits
The following exhibits are filed with this report:
Consent of Arthur Andersen LLP
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: July 15, 1998 Savannah Foods & Industries, Inc.
Employee Retirement Savings Plan
By: /S/ William W. Sprague, III
----------------------------------
Name: William W. Sprague, III
Title: President and CEO, Savannah
Foods & Industries, Inc.
<PAGE> 3
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
AUDITORS' REPORT
<PAGE> 4
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, With Fund
Information--December 31, 1997
Statement of Net Assets Available for Benefits, With Fund
Information--December 31, 1996
Statement of Changes in Net Assets Available for Benefits, With Fund
Information, for the Year Ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1997
Schedule II: Item 27b--Schedule of Loans in Default--December 31,
1997
Schedule III: Item 27d--Schedule of Reportable Transactions for the
Year Ended December 31, 1997
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Savannah Foods & Industries, Inc.
Employee Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information, of the SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN as of December 31, 1997 and 1996 and the
related statement of changes in net assets available for benefits, with fund
information, for the year ended December 31, 1997. These financial statements
and the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996 and the changes in its net assets available for
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, reportable transactions, and loans in default are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The
<PAGE> 6
fund information in the statements of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
As explained in the notes thereto, information presented in the schedule of
assets held for investment purposes does not disclose the historical cost of
certain investments. Disclosure of this information is required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
/s/ ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 10, 1998
<PAGE> 7
Page 1 of 2
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED ACCOUNTS
--------------------------------------------------------------------
COMPANY STABLE VANGUARD VANGUARD VANGUARD
STOCK VALUE WELLINGTON EXPLORER INDEX 500
FUND FUND FUND FUND FUND
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, AT CONTRACT VALUE (NOTE 2):
Collective funds $ 0 $11,836,676 $ 0 $ 0 $ 0
INVESTMENTS, AT FAIR VALUE (NOTE 2):
Money market funds 23,456 0 0 0 0
Mutual funds 0 0 3,263,839 280,559 8,057,014
Savannah Foods & Industries, Inc. common stock 3,197,442 0 0 0 0
Common stock 0 0 0 0 0
Life insurance policy 0 0 0 0 0
Loans to participants 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Total investments 3,220,898 11,836,676 3,263,839 280,559 8,057,014
----------- ----------- ----------- ----------- -----------
CASH 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
RECEIVABLES:
Participant contributions 0 54,688 11,951 2,101 40,391
Employer contributions 0 10,967 2,018 345 7,276
Participant loan repayments 0 41,142 4,188 277 17,541
Dividend and interest income 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
0 106,797 18,157 2,723 65,208
----------- ----------- ----------- ----------- -----------
Total assets 3,220,898 11,943,473 3,281,996 283,282 8,122,222
----------- ----------- ----------- ----------- -----------
LIABILITIES:
Loan payable to Savannah Foods & Industries, Inc. 0 0 0 0 0
Other payables 0 44,148 0 0 0
Interest payable on loan 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Total liabilities 0 44,148 0 0 0
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,220,898 $11,899,325 $ 3,281,996 $ 283,282 $ 8,122,222
=========== =========== =========== =========== ===========
<CAPTION>
PARTICIPANT-DIRECTED ACCOUNTS
---------------------------------------
VANGUARD VANGUARD
VANGUARD U.S. INTERNATIONAL
WINDSOR II GROWTH GROWTH
FUND FUND FUND
----------- ----------- -------------
<S> <C> <C> <C>
INVESTMENTS, AT CONTRACT VALUE (NOTE 2):
Collective funds $ 0 $ 0 $ 0
INVESTMENTS, AT FAIR VALUE (NOTE 2):
Money market funds 0 0 0
Mutual funds 3,959,488 770,754 377,986
Savannah Foods & Industries, Inc. common stock 0 0 0
Common stock 0 0 0
Life insurance policy 0 0 0
Loans to participants 0 0 0
----------- ----------- -----------
Total investments 3,959,488 770,754 377,986
----------- ----------- -----------
CASH 0 0 0
----------- ----------- -----------
RECEIVABLES:
Participant contributions 17,235 5,766 1,217
Employer contributions 3,121 1,121 223
Participant loan repayments 4,491 1,526 373
Dividend and interest income 0 0 0
----------- ----------- -----------
24,847 8,413 1,813
----------- ----------- -----------
Total assets 3,984,335 779,167 379,799
----------- ----------- -----------
LIABILITIES:
Loan payable to Savannah Foods & Industries, Inc. 0 0 0
Other payables 0 0 0
Interest payable on loan 0 0 0
----------- ----------- -----------
Total liabilities 0 0 0
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,984,335 $ 779,167 $ 379,799
=========== =========== ===========
</TABLE>
<PAGE> 8
Page 2 of 2
<TABLE>
<CAPTION>
NONPARTICIPANT-DIRECTED
TOTAL SELF-DIRECTED ESOP ACCOUNTS
LOAN NON-ESOP ESOP --------------------------
FUND ACCOUNTS ACCOUNTS ALLOCATED UNALLOCATED
----------- ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, AT CONTRACT VALUE (NOTE 2):
Collective trusts $ 0 $11,836,676 $ 0 $13,723,937 $ 0
INVESTMENTS, AT FAIR VALUE (NOTE 2):
Money market funds 0 23,456 405,173 166,562 1,819,295
Mutual funds 0 16,709,640 100,340 0 0
Savannah Foods & Industries, Inc. common stock 0 3,197,442 183,012 22,588,352 1,086,704
Common stock 0 0 60,064 0 0
Life insurance policy 0 0 19,222 0 0
Loans to participants 1,919,356 1,919,356 0 0 0
----------- ----------- ----------- ----------- -----------
Total investments 1,919,356 33,686,570 767,811 36,478,851 2,905,999
----------- ----------- ----------- ----------- -----------
CASH 0 0 28,089 0 0
----------- ----------- ----------- ----------- -----------
RECEIVABLES:
Participant contributions 0 133,349 0 0 0
Employer contributions 0 25,071 0 0 0
Participant loan repayments 0 69,538 0 0 0
Dividend and interest income 0 0 0 588 0
----------- ----------- ----------- ----------- -----------
0 227,958 0 588 0
----------- ----------- ----------- ----------- -----------
Total assets 1,919,356 33,914,528 795,900 36,479,439 2,905,999
----------- ----------- ----------- ----------- -----------
LIABILITIES:
Loan payable to Savannah Foods & Industries, Inc. 0 0 0 0 4,064,809
Other payables 0 44,148 0 738 0
Interest payable on loan 0 0 0 0 256,863
----------- ----------- ----------- ----------- -----------
Total liabilities 0 44,148 0 738 4,321,672
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,919,356 $33,870,380 $ 795,900 $36,478,701 $(1,415,673)
=========== =========== =========== =========== ===========
<CAPTION>
TOTAL
ESOP
ACCOUNTS TOTAL PLAN
----------- -----------
<S> <C> <C>
INVESTMENTS, AT CONTRACT VALUE (NOTE 2):
Collective trusts $13,723,937 $25,560,613
INVESTMENTS, AT FAIR VALUE (NOTE 2):
Money market funds 2,391,030 2,414,486
Mutual funds 100,340 16,809,980
Savannah Foods & Industries, Inc. common stock 23,858,068 27,055,510
Common stock 60,064 60,064
Life insurance policy 19,222 19,222
Loans to participants 0 1,919,356
----------- -----------
Total investments 40,152,661 73,839,231
----------- -----------
CASH 28,089 28,089
----------- -----------
RECEIVABLES:
Participant contributions 0 133,349
Employer contributions 0 25,071
Participant loan repayments 0 69,538
Dividend and interest income 588 588
----------- -----------
588 228,546
----------- -----------
Total assets 40,181,338 74,095,866
----------- -----------
LIABILITIES:
Loan payable to Savannah Foods & Industries, Inc. 4,064,809 4,064,809
Other payables 738 44,886
Interest payable on loan 256,863 256,863
----------- -----------
Total liabilities 4,322,410 4,366,558
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $35,858,928 $69,729,308
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 9
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED ACCOUNTS
---------------------------------------------------------------------------
COMPANY STABLE VANGUARD VANGUARD VANGUARD
STOCK VALUE WELLINGTON EXPLORER INDEX 500
FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, AT CONTRACT VALUE
(NOTE 2):
Collective funds $ 0 $ 8,525,877 $ 0 $ 0 $ 0
INVESTMENTS, AT FAIR VALUE (NOTE 2):
Cash equivalents 83,738 0 0 0 0
Mutual funds 0 0 965,241 4,004 4,217,954
Common stock 11,181,330 0 0 0 0
Loans to participants 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Total investments 11,265,068 8,525,877 965,241 4,004 4,217,954
------------ ------------ ------------ ------------ ------------
RECEIVABLES:
Participant contributions 40,158 43,268 7,773 384 28,756
Employer contributions 7,971 8,716 1,242 52 5,334
Loan repayments 83,545 84,187 6,856 300 31,045
Accrued investment income 481 0 0 0 0
------------ ------------ ------------ ------------ ------------
132,155 136,171 15,871 736 65,135
------------ ------------ ------------ ------------ ------------
Total assets 11,397,223 8,662,048 981,112 4,740 4,283,089
LIABILITIES (8,412) (3,501) 0 0 0
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 11,388,811 $ 8,658,547 $ 981,112 $ 4,740 $ 4,283,089
============ ============ ============ ============ ============
<CAPTION>
PARTICIPANT-DIRECTED ACCOUNTS
------------------------------------------
VANGUARD VANGUARD
VANGUARD U.S. INTERNATIONAL
WINDSOR II GROWTH GROWTH LOAN
FUND FUND FUND FUND TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, AT CONTRACT VALUE
(NOTE 2):
Collective funds $ 0 $ 0 $ 0 $ 0 $ 8,525,877
INVESTMENTS, AT FAIR VALUE (NOTE 2):
Cash equivalents 0 0 0 0 83,738
Mutual funds 1,640,600 24,432 0 0 6,852,231
Common stock 0 0 0 0 11,181,330
Loans to participants 0 0 0 2,309,598 2,309,598
------------ ------------ ------------ ------------ ------------
Total investments 1,640,600 24,432 0 2,309,598 28,952,774
------------ ------------ ------------ ------------ ------------
RECEIVABLES:
Participant contributions 14,525 337 188 0 135,389
Employer contributions 2,496 123 28 0 25,962
Loan repayments 6,147 502 81 (212,663) 0
Accrued investment income 0 0 0 42,549 43,030
------------ ------------ ------------ ------------ ------------
23,168 962 297 (170,114) 204,381
------------ ------------ ------------ ------------ ------------
Total assets 1,663,768 25,394 297 2,139,484 29,157,155
LIABILITIES 0 0 0 0 (11,913)
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,663,768 $ 25,394 $ 297 $ 2,139,484 $ 29,145,242
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 10
Page 1 of 2
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED ACCOUNTS
------------------------------------------------------------
VANGUARD VANGUARD
COMPANY STABLE WELLINGTON EXPLORER
STOCK FUND VALUE FUND FUND FUND
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Participant $ 298,723 $ 521,330 $ 123,413 $ 12,968
Employer 53,070 93,252 19,280 1,986
------------ ------------ ------------ ------------
Total contributions 351,793 614,582 142,693 14,954
------------ ------------ ------------ ------------
INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments 4,059,079 0 74,581 (27,165)
Interest 0 482,992 0 0
Dividends 64,112 0 247,975 27,510
------------ ------------ ------------ ------------
Total investment income 4,123,191 482,992 322,556 345
------------ ------------ ------------ ------------
DISTRIBUTIONS TO PARTICIPANTS (1,519,617) (1,662,862) (139,955) (456)
INTERFUND TRANSFERS (10,995,078) 3,591,804 1,950,629 263,509
------------ ------------ ------------ ------------
PARTICIPANT LOAN ACTIVITY:
New loans issued (371,244) (169,907) (11,170) (1,693)
------------ ------------ ------------ ------------
Principal and interest repayments 243,042 384,169 36,131 1,883
------------ ------------ ------------ ------------
NET (DECREASE) INCREASE (8,167,913) 3,240,778 2,300,884 278,542
MERGER OF SFI EMPLOYEE STOCK OWNERSHIP PLAN (NOTE 4) 0 0 0 0
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 11,388,811 8,658,547 981,112 4,740
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 3,220,898 $ 11,899,325 $ 3,281,996 $ 283,282
============ ============ ============ ============
<CAPTION>
PARTICIPANT-DIRECTED ACCOUNTS
--------------------------------------------
VANGUARD VANGUARD VANGUARD
INDEX 500 WINDSOR II U.S. GROWTH
FUND FUND FUND
------------ ------------ ------------
<S> <C> <C> <C>
CONTRIBUTIONS:
Participant $ 558,780 $ 263,537 $ 49,015
Employer 75,742 35,924 9,077
------------ ------------ ------------
Total contributions 634,522 299,461 58,092
------------ ------------ ------------
INVESTMENT INCOME:
Net appreciation (depreciation) in fair value of investments 1,282,713 318,752 22,982
Interest 0 0 0
Dividends 148,103 348,320 29,601
------------ ------------ ------------
Total investment income 1,430,816 667,072 52,583
------------ ------------ ------------
DISTRIBUTIONS TO PARTICIPANTS (888,615) (225,172) (3,326)
INTERFUND TRANSFERS 2,581,283 1,566,818 627,223
------------ ------------ ------------
PARTICIPANT LOAN ACTIVITY:
New loans issued (126,598) (48,469) (1,882)
------------ ------------ ------------
Principal and interest repayments 207,725 60,857 21,083
------------ ------------ ------------
NET (DECREASE) INCREASE 3,839,133 2,320,567 753,773
MERGER OF SFI EMPLOYEE STOCK OWNERSHIP PLAN (NOTE 4) 0 0 0
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 4,283,089 1,663,768 25,394
------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 8,122,222 $ 3,984,335 $ 779,167
============ ============ ============
</TABLE>
<PAGE> 11
Page 2 of 2
<TABLE>
<CAPTION>
PARTICIPANT-DIRECTED
ACCOUNTS
-------------------------
VANGUARD TOTAL SELF-DIRECTED
INTERNATIONAL LOAN NON-ESOP ESOP
GROWTH FUND FUND ACCOUNTS ACCOUNTS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Participant $ 9,319 $ 0 $ 1,837,085 $ 0
Employer 1,520 0 289,851 0
---------- ----------- ------------ -----------
Total contributions 10,839 0 2,126,936 0
---------- ----------- ------------ -----------
INVESTMENT INCOME:
Net (depreciation) appreciation in fair value of
investments (47,305) 0 5,683,637 0
Interest 0 170,575 653,567 0
Dividends 15,804 0 881,425 0
---------- ----------- ------------ -----------
Total investment income (31,501) 170,575 7,218,629 0
---------- ----------- ------------ -----------
DISTRIBUTIONS TO PARTICIPANTS (15,444) (164,980) (4,620,427) 0
INTERFUND TRANSFERS 413,812 0 0 0
---------- ----------- ------------ -----------
PARTICIPANT LOAN ACTIVITY:
New loans issued (1,141) 732,104 0 0
---------- ----------- ------------ -----------
Principal and interest repayments 2,937 (957,827) 0 0
---------- ----------- ------------ -----------
NET INCREASE (DECREASE) 379,502 (220,128) 4,725,138 0
MERGER OF SFI EMPLOYEE STOCK OWNERSHIP PLAN
(NOTE 4) 0 0 0 795,900
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 297 2,139,484 29,145,242 0
---------- ----------- ------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $379,799 $1,919,356 $33,870,380 $795,900
========== =========== ============ ===========
<CAPTION>
NONPARTICIPANT-DIRECTED
ESOP ACCOUNTS
-------------------------- TOTAL ESOP
ALLOCATED UNALLOCATED ACCOUNTS TOTAL PLAN
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Participant $ 0 $ 0 $ 0 $ 1,837,085
Employer 0 0 0 289,851
------------ ----------- ------------ ------------
Total contributions 0 0 0 2,126,936
------------ ----------- ------------ ------------
INVESTMENT INCOME:
Net (depreciation) appreciation in fair value of
investments 0 0 0 5,683,637
Interest 0 0 0 653,567
Dividends 0 0 0 881,425
------------ ----------- ------------ ------------
Total investment income 0 0 0 7,218,629
------------ ----------- ------------ ------------
DISTRIBUTIONS TO PARTICIPANTS 0 0 0 (4,620,427)
INTERFUND TRANSFERS 0 0 0 0
------------ ----------- ------------ ------------
PARTICIPANT LOAN ACTIVITY:
New loans issued 0 0 0 0
------------ ----------- ------------ ------------
Principal and interest repayments 0 0 0 0
------------ ----------- ------------ ------------
NET INCREASE (DECREASE) 0 0 0 4,725,138
MERGER OF SFI EMPLOYEE STOCK OWNERSHIP PLAN
(NOTE 4) 36,478,701 (1,415,673) 35,858,928 35,858,928
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 0 0 0 29,145,242
------------ ----------- ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $36,478,701 $(1,415,673) $35,858,928 $69,729,308
============ =========== ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 12
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
1. PLAN DESCRIPTION
The following description of the Savannah Foods & Industries, Inc.
Employee Retirement Savings Plan (the "Plan") is provided for general
information purposes only. More complete information regarding the Plan's
provisions may be found in the plan document.
GENERAL
The Plan is a defined contribution plan established by Savannah Foods &
Industries, Inc. (the "Company") under the provisions of Section 401(a) of
the Internal Revenue Code (the "IRC"), which includes a qualified cash or
deferred arrangement, as described in Section 401(k) of the IRC, for the
benefit of eligible employees of the Company. Substantially all employees
of the Company and its subsidiaries who do not participate in a collective
bargaining unit, have completed 1,000 hours of service, as defined, and
have attained the age of 21 are eligible to participate. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA"), as amended.
TENDER OFFER
On September 12, 1997, the Company entered into a merger agreement with
Imperial Holly Corporation ("IHC"). Under the agreement, IHC agreed to
acquire the Company at a price of $20.25 per share, comprised of 70% cash
and 30% IHC common stock. The merger occurred in two phases. During phase
one (completed on October 16, 1997), IHC acquired 50.1% of the Company's
common stock for cash. Since more than 50.1% of the outstanding shares of
the Company were tendered, IHC accepted and paid cash on a pro rata basis
for the shares tendered in phase one. During phase two of the merger
(tendered in December 1997 and settled in February 1998), IHC acquired the
remaining outstanding shares of the company common stock for a combination
of cash and IHC stock. Plan participants who were invested in company
common stock participated in the tender offers and received cash and/or
IHC common stock in consideration for the shares of company common stock
allocated to their accounts according to their instructions.
PLAN ADMINISTRATION
The Plan's administrative committee appointed Vanguard Fiduciary Trust
Company ("Vanguard") as trustee, effective November 1, 1996. The Plan is
administered by an administrative committee, which is appointed by the
board of directors of the Company.
<PAGE> 13
- 2 -
CONTRIBUTIONS
Participation in the Plan is voluntary, and contributions are made by
payroll deduction. Participants may elect to contribute between 1% and
13.5% of compensation, as defined by the Plan, on a pretax basis, subject
to certain limitations under the IRC. The Plan provides for a minimum
matching contribution from the Company equal to 25% of each participant's
contribution up to 6% of compensation. In addition, the Company may elect
to make a discretionary contribution to the Plan. Any discretionary
contributions made to the Plan are allocated, based on relative
compensation, to participants who are active on the last day of the plan
year or who separated during the year due to retirement (age 65 or age 55
with five years of service), disability, or death.
VESTING
Participants are fully vested in their contributions and the earnings
thereon. Vesting in company contributions is based on years of credited
service. Vesting occurs at a rate of 20% per year of service, with 100%
vesting at the end of five years. Participants who reach normal retirement
age (65), die, or become disabled while still employed by the Company
become 100% vested in their account balances. Forfeitures are used to fund
the Company's matching contribution.
BENEFITS
Upon termination of service, death, disability, or retirement, a
participant (or his/her beneficiary) may elect to receive an amount equal
to the value of the participant's vested interest in his/her account.
Distributions from the Company Stock Fund may be distributed in cash or in
shares of company stock at the participant's election. Hardship
withdrawals are permitted but must be approved by the plan administrator
and must meet the requirements detailed in the plan document.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participants' contributions, employer matching contributions,
and any employer discretionary contributions as well as the participants'
shares of the Plan's income. Allocations of earnings are based on the
proportion that each participant's account balance has to the total of all
participants' account balances.
INVESTMENT OPTIONS
Participants may direct their contributions, as well as any company
contributions and any related earnings, in 10% increments into the
investment options. Participants may change their investment elections
daily through a voice-response system.
<PAGE> 14
- 3 -
A description of each investment option is provided below:
STABLE VALUE FUND
This fund invests in two collective trusts that invest primarily
in investment contracts of insurance companies and banks and
similar fixed principal investments. One of the collective trusts
held by this fund is being liquidated over a five-year period
that ends in 2001.
WELLINGTON FUND
This fund invests in a Vanguard mutual fund which invests in a
mix of equity and bonds. The objective of this fund is
conservation of principal, reasonable income, and profits without
undue risk.
EXPLORER FUND
This fund invests in a Vanguard equity mutual fund, the objective
of which is long-term growth of capital through investing
primarily in equity securities of relatively small, unseasoned,
or embryonic companies.
INDEX 500 FUND
This fund invests in a Vanguard equity mutual fund, the objective
of which is to emulate the investment results that correspond to
the price and yield performance of the S&P 500 by owning all of
the stocks in the S&P 500.
WINDSOR II FUND
This fund invests in a Vanguard equity mutual fund, the objective
of which is long-term growth and modest dividend income through
investment in common stocks.
U.S. GROWTH FUND
This fund invests in a Vanguard equity mutual fund, the objective
of which is long-term growth through investment in the equity
securities of U.S.-based corporations.
INTERNATIONAL GROWTH FUND
This fund invests in a Vanguard international equity mutual fund,
the objective of which is long-term growth through investment in
the equity securities of companies based outside the United
States.
COMPANY STOCK FUND
This fund invests primarily in the common stock of the Company
but also maintains a small liquidity pool of cash equivalents.
This fund assigns units to
<PAGE> 15
- 4 -
participants. At December 31, 1997 and 1996, outstanding units
were 279,580 and 1,353,021, respectively.
The stated objectives of these funds are not necessarily indicators of
actual performance.
LOANS TO PARTICIPANTS
A participant may borrow the lesser of $50,000, less the highest aggregate
principal balance of loans to the participant during the prior 12 months,
or 50% of his/her vested account balance, less outstanding loans, with a
minimum loan amount of $1,000. Loans are repayable through payroll
deductions over periods ranging up to 54 months for general-purpose loans
and up to 30 years for primary residence loans. The interest rate is equal
to the prime rate on the first business day of the calendar quarter during
which the loan is approved plus 1% and is fixed over the life of the note.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan's management to
use estimates and assumptions that affect the accompanying financial
statements and disclosures. Actual results could differ from these
estimates.
INVESTMENT VALUATION
Cash equivalents are stated at cost, which approximates market value.
Marketable securities are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales price
on the last business day of the year; investments traded in the
over-the-counter market and listed securities for which no sale was
reported on the last day of the plan year are valued at the last reported
bid price.
Company common stock ceased trading prior to December 31, 1997 as a result
of the merger with IHC discussed previously. The value of the shares of
company common stock held at December 31, 1997 was determined based on the
consideration received in February 1998 in settlement of the second phase
of the tender offer.
The Plan adopted Statement of Position ("SOP") 94-4, "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined
Contribution Pension Plans," effective January 1, 1996. This SOP specifies
that fully benefit-responsive contracts held by defined contribution plans
should be reported at contract value. The collective trusts in which the
Stable Value Fund is invested in turn invest in guaranteed investment
contracts issued by insurance companies and banks, as well as in synthetic
investment contracts. These collective trusts have been determined to be
fully benefit-responsive and are therefore carried at contract value in
the accompanying financial statements.
<PAGE> 16
- 5 -
NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statement of changes in net assets available for benefits,
with fund information, as net appreciation (depreciation) in fair value of
investments.
Brokerage fees are added to the acquisition costs of assets purchased and
are subtracted from the proceeds of assets sold.
ADMINISTRATIVE EXPENSES
The Company pays all administrative expenses of the Plan, except for the
administrative costs of mutual funds and loan processing fees.
3. INVESTMENTS
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 1997 and 1996 are as follows:
<TABLE>
<S> <C>
1997:
Savannah Foods & Industries, Inc. common stock $27,055,510
BT Pyramid GIC Fund 5,950,283
Vanguard Retirement Savings Trust (formerly, Vanguard
Investment Contract Trust) 19,610,330
Vanguard Index Trust 500 Fund 8,057,014
Vanguard Wellington Fund 3,263,839
Vanguard/Windsor II Fund 3,959,488
1996:
Savannah Foods & Industries, Inc. common stock 11,181,330
BT Pyramid GIC Fund 7,015,812
Vanguard Investment Contract Trust 1,510,065
Vanguard Index Trust 500 Fund 4,217,954
Vanguard/Windsor II Fund 1,640,600
</TABLE>
Net appreciation in fair value of investments by major investment type for
the year ended December 31, 1997 is as follows:
<TABLE>
<S> <C>
Common stock $ 4,059,079
Mutual funds 1,624,558
-----------
$ 5,683,637
===========
</TABLE>
4. MERGER OF SAVANNAH FOODS & INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(THE "SFI ESOP")
Effective December 31, 1997, the Plan and the SFI ESOP were amended to
merge the SFI ESOP into and with the Plan. The SFI ESOP is a qualified
plan under Section 401(a) of the IRC and is designed to satisfy the
requirements of an employee stock ownership plan, as defined in Section
4975(e)(7) of the IRC. The SFI ESOP is intended to continue to be
<PAGE> 17
- 6 -
treated as an employee stock ownership plan until the date (the
"Conversion Date") the unallocated account is liquidated and all
outstanding borrowings are paid in full. On the Conversion Date, the SFI
ESOP will automatically cease to be treated as an employee stock ownership
plan and shall thereafter constitute a profit-sharing plan under Section
401(a) of the IRC.
The following is a description of the terms and other significant policies
of the SFI ESOP:
ELIGIBILITY
Effective December 31, 1997, the SFI ESOP was amended to freeze
the SFI ESOP in terms of eligibility. Prior to that date,
employees of the Company and its subsidiaries who did not
participate in a collective bargaining unit were generally
eligible to participate in the Plan upon completion of six months
of service and attainment of age 21.
BORROWINGS
The SFI ESOP may borrow funds to make qualified investments,
primarily in company common stock, if the Company commits to make
contributions in cash to the Plan which, when aggregated with the
Plan's earnings, equal the amount necessary to enable the Plan to
make the regularly scheduled interest and principal payments on
the borrowings. As the SFI ESOP makes each payment of principal
and interest, an appropriate percentage of stock is allocated to
eligible employees' accounts in accordance with applicable
regulations under the IRC and the terms of the Plan. The board of
directors of the Company has authorized the SFI ESOP to borrow up
to $20 million for this purpose.
Any borrowings are collateralized by the unallocated shares of
stock and are guaranteed by the Company. The lender has no rights
against shares once they are allocated under the SFI ESOP.
Accordingly, the accompanying financial statements include the
accounts of the SFI ESOP at December 31, 1997 and 1996 and
present separately the assets and liabilities pertaining to the
following:
- The accounts of participants with vested rights in allocated
stock (allocated and self-directed accounts)
- Stock not yet allocated to participants (unallocated)
During 1989, the Plan borrowed $5.5 million with a due date of
October 1996 for the purpose of making qualified investments.
During 1996, the loan was refinanced. The new loan extends until
October 2004 and requires principal payments of $500,000 in each
year from 1997 through 2003, with all remaining principal due in
2004. The interest rate is LIBOR plus 75 basis points or
approximately 6.81% at December 31,1997.
No principal or interest payments were made during the plan year
ended December 31, 1997. The principal payment due in October
1997 was extended due to the merger of the Company and the
anticipated merger of the SFI ESOP with the
<PAGE> 18
- 7 -
Plan and the anticipated termination of the ESOP feature of the
SFI ESOP. Interest continued to accrue during the year.
Subsequent to year-end, the common stock held by the unallocated
account of the SFI ESOP was liquidated and used to pay down the
loan payable to the Company and the Company forgave the remaining
portion of the loan payable.
CONTRIBUTIONS
Effective December 31, 1997, the Company will make no further
contributions to the SFI ESOP.
ESOP PARTICIPANT ACCOUNTS
The SFI ESOP is a defined contribution plan under which separate
individual accounts have been established for each participant.
Each participant's account is credited with an allocation of
shares of the Company's common stock released by the SFI ESOP's
trustee from the unallocated shares, plan earnings, and
forfeitures of terminated participants' nonvested accounts.
Allocations of contributions and forfeitures occur as of the last
day of the plan year and are based on a participant's eligible
compensation relative to total eligible compensation. Allocations
of earnings, other than earnings from the company common stock,
are made to participant accounts based on relative account
balances. Dividend income which is not passed through to plan
participants and interest income are allocated to participants
based on a participant's relative account balance at the dividend
declaration date or interest payment date, as applicable.
Effective November 1, 1997, the SFI ESOP was amended to change
the diversification privileges for participants who have attained
age 55 and have completed ten years of service such that these
participants are entitled to elect to receive a distribution of
all or any of their account balances. A participant is entitled
to receive one such distribution in any calendar year and, for
those participants who are invested in individual securities
through a self-directed brokerage account, such distributions may
be made in-kind at the participant's election. Previously, the
SFI ESOP allowed participants who had attained age 55 and had
completed ten years of participation in the Plan to diversify
their account balances through transfer of a portion of their
account balances to a self-directed account with a broker. An
eligible participant was permitted to direct the Plan to transfer
25% of his/her current account balance that has not been
diversified into the self-directed account. Also, 25% of any
future contributions could be transferred. Upon attainment of age
60, the allowable percentage was increased to 50%. These amounts
are included in the self-directed accounts column in the
statements of net assets available for benefits, with fund
information.
VESTING
The SFI ESOP was amended in December 1997 to state that all
employees who were participants in the SFI ESOP on or after
December 31, 1994 are fully vested in their SFI ESOP account
balances at all times following that date.
<PAGE> 19
-8-
PAYMENT OF BENEFITS UNDER THE SFI ESOP
Upon retirement at normal age (65), early retirement (age 62
with five or more years of service or age 55 with ten or more
years of service), death, or disability, a participant is
entitled to receive the entire vested balance in his/her SFI
ESOP account. Distributions are made in cash or, if upon the
election of the participant, in the form of company common
shares, plus cash for any fractional share. The Company retains
the right of first refusal to purchase any distributed shares
that a participant wishes to sell.
If a participant terminates employment with the Company for any
reason other than the above, effective November 1, 1997, the
participant is entitled to receive the vested portion of his/her
SFI ESOP account, upon consent of the participant and his/her
spouse if the account balance is greater than $3,500. The
benefit shall be paid as soon as administratively feasible
following the valuation date coinciding with or immediately
following the date of the participant's termination of
employment with the Company.
VOTING RIGHTS
Each participant is entitled to exercise voting rights
attributable to the whole shares allocated to his/her account
and is notified by the trustee prior to the time that such
rights are to be exercised. In the absence of any such
direction, the trustee shall vote these shares pursuant to
instructions provided to it by the administrative committee. The
combined fractional shares of company common stock allocated to
participant accounts shall be voted by the trustee in the same
proportion as the whole shares of company common stock allocated
to participant accounts are voted. The trustee is required to
vote any unallocated shares as instructed by the committee for
the Plan.
5. TAX STATUS
The Internal Revenue Service issued a determination letter dated June 13,
1996 stating that the Plan was designed in accordance with applicable IRC
requirements as of that date. The Plan has been amended and restated
since receiving the determination letter. However, the plan administrator
believes that the Plan is currently designed and is being operated in
compliance with the applicable requirements of the IRC. Therefore, the
plan administrator believes that the Plan was qualified and that the
related trust was tax-exempt for the years ended December 31, 1997 and
1996.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions (except as noted
previously for the SFI ESOP) at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of plan termination, participants
will become fully vested in their account balances.
<PAGE> 20
-9-
7. RECONCILIATION TO FORM 5500
As of December 31, 1997, the Plan had approximately $6,220,000 of pending
distributions to participants who elected to withdraw from the Plan.
These amounts are recorded as a liability in the Plan's Form 5500 for
1997; however, these amounts are not recorded as a liability in the
accompanying statement of net assets available for benefits, with fund
information, as of December 31, 1997 in accordance with generally
accepted accounting principles.
The following table reconciles amounts per the financial statements to
the Form 5500 for the year ended December 31, 1997:
<TABLE>
<CAPTION>
NET ASSETS
BENEFITS AVAILABLE
PAYABLE TO TRANSFER BENEFITS FOR PLAN
PARTICIPANTS TO PLAN PAID BENEFITS
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Per financial statements $ 0 $ 35,858,928 $ 4,620,427 $69,729,308
Accrued benefits payable 6,220,032 (5,391,500) 828,532 (6,220,032)
------------ ------------ ----------- -----------
Per Form 5500 $ 6,220,032 $ 30,467,428 $ 5,448,959 $63,509,276
============ ============ =========== ===========
</TABLE>
<PAGE> 21
SCHEDULE I
Page 1 of 2
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, INCLUDING
MATURITY DATE, RATE OF INTEREST, CURRENT
IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
- ------------------------------------------------------ ----------------------------------------- ------------ -------------
<S> <C> <C> <C>
* Various Plan Participants Participant loans, various maturities,
interest rates ranging from 6% to 12% $ 1,919,356 $ 1,919,356
* Savannah Foods & Industries, Inc. Common stock, 1,496,862 shares (a) 27,055,510
* Smith Barney Money Funds Cash Portfolio A Money market fund, 135,568 shares 135,568 135,568
* Smith Barney Liquid Capital Income Trust Money market fund, 269,605 shares 269,605 269,605
American Century Twentieth Century Ultra Fund Mutual fund, 104 shares (a) 2,842
Carson Inc. Common stock, Class A, 71 shares (a) 475
Ericsson L M Tel Co. Common stock, Class B, 120 shares (a) 4,478
Entergy Corporation Common stock, 68 shares (a) 2,036
Fidelity Advisor: Growth Opportunities Fund Mutual fund, 118 shares (a) 5,009
General Electric Co. Common stock, 200 shares (a) 14,675
Harrahs Entertainment Inc. Common stock, 400 shares (a) 7,550
Hotchkis & Wiley International Fund Mutual fund, 426 shares (a) 9,664
Janus Twenty Fund Mutual fund, 87 shares (a) 2,696
Johnson & Johnson Common stock, 200 shares (a) 13,175
Lazard Small Cap Fund Mutual fund, 40 shares (a) 802
Lexington GNMA Income Fund Mutual fund, 367 shares (a) 3,081
Loomis Sayles Bond Fund Mutual fund, 232 shares (a) 2,974
Montgomery Emerging Markets Fund Mutual fund, 120 shares (a) 1,549
Neuberger & Berman Focus Fund Mutual fund, 133 shares (a) 2,716
Neuberger & Berman Genesis Fund Mutual fund, 288 shares (a) 6,396
Rhone Poulenc SA Sponsored ADR, 400 shares (a) 17,675
Scudder Growth Fund Mutual fund, 107 shares (a) 2,927
Scudder New Asia Fund Mutual fund, 120 shares (a) 1,163
* Smith Barney Trak Funds--CG Government Money Fund Mutual fund, 2,617 shares (a) 2,617
* Smith Barney Trak Funds--CG Large Cap Value Fund Mutual fund, 530 shares (a) 7,035
</TABLE>
<PAGE> 22
SCHEDULE I
Page 2 of 2
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT, INCLUDING
MATURITY DATE, RATE OF INTEREST, CURRENT
IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
- ------------------------------------------------------ --------------------------------------------- ------------ ------------
<S> <C> <C> <C>
* Smith Barney Trak Funds--CG Small Cap Value Fund Mutual fund, 453 shares (a) $ 6,327
* Smith Barney Trak Funds--CG Large Cap Growth Fund Mutual fund, 415 shares (a) 7,052
* Smith Barney Trak Funds--CG Small Cap Growth Fund Mutual fund, 372 shares (a) 5,696
* Smith Barney Trak Funds--CG Emerging Markets Fund Mutual fund, 251 shares (a) 1,872
* Smith Barney Trak Funds--CG International Equity Fund Mutual fund, 881 shares (a) 8,797
Strong Government Securities Fund Mutual fund, 854 shares (a) 9,179
Travelers Insurance Company Insurance policy (a) 19,222
Warburg Pincus Emerging Growth Fund Mutual fund, 225 shares (a) 8,480
Warburg Pincus Global Fixed Income Fund Mutual fund, 141 shares (a) 1,466
Bankers Trust Company BT Pyramid GIC Fund $5,950,283 5,950,283
* Wachovia Bank, N.A. Money market fund 1,819,295 1,819,295
* Vanguard Group, Inc. Vanguard Money Market Return--Prime 190,018 190,018
Vanguard Retirement Savings Trust 19,610,330 19,610,330
Vanguard/Wellington Fund 3,225,318 3,263,839
Vanguard Explorer Fund 307,465 280,559
Vanguard Index Trust--500 Fund 6,800,481 8,057,014
Vanguard International Growth Fund 421,804 377,986
Vanguard/Windsor II Fund 3,706,172 3,959,488
Vanguard World Fund U.S. Growth Portfolio 748,051 770,754
-----------
$73,839,231
===========
</TABLE>
*Represents a party in interest.
(a) Historical cost information was not available from the asset
custodian for these assets.
The accompanying notes are an integral part of this schedule.
<PAGE> 23
SCHEDULE II
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
ITEM 27B--SCHEDULE OF LOANS IN DEFAULT
DECEMBER 31, 1997
<TABLE>
<CAPTION>
AMOUNT RECEIVED UNPAID
ORIGINAL DURING REPORTING BALANCE AMOUNT OVERDUE
AMOUNT YEAR--PRINCIPAL AT END -------------------------
IDENTITY OF OBLIGOR OF LOAN AND INTEREST OF YEAR DETAILED DESCRIPTION OF LOAN PRINCIPAL INTEREST
- ---------------------------- ------- ----------------- -------- ----------------------------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
* Various plan participants Issued October 6, 1991 through
October 12, 1997; interest rates
$54,965 $4,549 $36,872 7.25% to 10% $6,772 $1,547
</TABLE>
*Party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE> 24
SCHEDULE III
SAVANNAH FOODS & INDUSTRIES, INC.
EMPLOYEE RETIREMENT SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PURCHASES
DESCRIPTION OF INVESTMENT, INCLUDING ------------------------
IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, NUMBER OF PURCHASE
LESSOR, OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE TRANSACTIONS PRICE
- ----------------------------------- ------------------------------------- ------------ -----------
<S> <C> <C> <C>
* Savannah Foods & Industries, Inc. Common stock 80 $1,534,543
* The Vanguard Group, Inc. Vanguard Retirement Savings Trust 210 7,087,906
Vanguard Index Trust-- 500 Fund 128 4,129,578
Vanguard/Windsor II Fund 100 2,559,387
Vanguard Wellington Fund 93 2,491,102
<CAPTION>
SALES
DESCRIPTION OF INVESTMENT, INCLUDING -----------------------------------------------------
IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, NUMBER OF SELLING COST OF NET GAIN
LESSOR, OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE TRANSACTIONS PRICE ASSETS (LOSS)
- ----------------------------------- ------------------------------------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
* Savannah Foods & Industries, Inc. Common stock 213 $13,269,862 $10,265,604 $3,004,258
* The Vanguard Group, Inc. Vanguard Retirement Savings Trust 193 3,817,103 3,817,103 0
Vanguard Index Trust-- 500 Fund 120 1,573,231 1,384,876 188,355
Vanguard/Windsor II Fund 87 559,250 508,603 50,647
Vanguard Wellington Fund 56 267,084 258,317 8,767
</TABLE>
*Represents a party in interest.
(a) Represents a transaction or a series of transactions in the same
security in excess of 5% of the current value of the Plan's assets as
of January 1, 1997.
The accompanying notes are an integral part of this schedule.
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K, into Savannah Foods & Industries, Inc.'s
previously filed Registration Statement File No. 2-94678 covering the Savannah
Foods & Industries, Inc. Employee Retirement Savings Plan.
/S/Arthur Andersen LLP
Atlanta, GA
July 10, 1998
