-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EXDl1ivAbA4WiViMx2KSUkXlfAzh6Ak8qHV4cN08mH2xAYPZzR8+8+SnftJYpRGN nNPWH6rHO3Nqz/YWKc5YMQ== 0000899243-96-001513.txt : 19961121 0000899243-96-001513.hdr.sgml : 19961121 ACCESSION NUMBER: 0000899243-96-001513 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961119 EFFECTIVENESS DATE: 19961119 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL HOLLY CORP CENTRAL INDEX KEY: 0000831327 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 740704500 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16393 FILM NUMBER: 96669203 BUSINESS ADDRESS: STREET 1: ONE IMPERIAL SQ STE 200 STREET 2: P O BOX 9 CITY: SUGAR LAND STATE: TX ZIP: 77487 BUSINESS PHONE: 7134919181 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL SUGAR CO /TX/ DATE OF NAME CHANGE: 19880606 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 18, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- IMPERIAL HOLLY CORPORATION (Exact name of registrant as specified in its charter)
TEXAS 74-0704500 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE IMPERIAL SQUARE, SUITE 200 8016 HIGHWAY 90-A SUGAR LAND, TEXAS 77487 (Address of Principal Executive Offices) (Zip Code)
--------------------- Nonemployee Director Compensation Plan (Full title of the plan) --------------------- WILLIAM F. SCHWER SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL IMPERIAL HOLLY CORPORATION ONE IMPERIAL SQUARE, SUITE 200 8016 HIGHWAY 90-A SUGAR LAND, TEXAS 77487 (Name and address of agent for service) (281) 491-9181 (Telephone number, including area code, of agent for service) ---------------------
CALCULATION OF REGISTRATION FEE =================================================================================================================== Amount to Proposed Proposed maximum be maximum offering aggregate offering Amount of Title of securities to be registered registered price per share (1) price (1) registration fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, without par value (2) 500,000 $15.5625 $7,781,250 $2,358 ===================================================================================================================
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing the registration fee and based upon the average of the high and low sales prices reported on the American Stock Exchange Composite Tape on Friday, November 15, 1996. (2) Includes the Rights to Purchase Preferred Stock associated with the Common Stock. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: This Registration Statement covers the 500,000 shares of the common stock, without par value, of Imperial Holly Corporation (the "Company") reserved for issuance under the Company's Nonemployee Director Compensation Plan (the "Plan"). Of the 500,000 shares, 21,760 shares (the "Restricted Securities") were issued to nonemployee directors of the Company prior to the filing of this Registration Statement. The remaining 478,240 shares are available for grant and issuance under the Plan. The reoffer prospectus, which is filed with this Registration Statement as Exhibit 99, has been prepared in accordance with the requirements of Part I of Form S-3 of the Securities Act of 1933, as amended (the "Securities Act"), and may be used for reoffers or resales of the Restricted Securities. The documents containing the information specified in Items 1 and 2 of Part I of Form S-8 will be provided to participants under the Plan as specified in Rule 428 of the Securities Act and, in accordance with the requirements of Part I of Form S-8 of the Securities Act, are not filed with the Commission as part of this Registration Statement. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents, which the registrant, Imperial Holly Corporation (the "Company"), has filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-10307), are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof: (1) the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30 and September 30, 1996; (3) the Company's Current Reports on Form 8-K dated April 19, 1996 (as amended by Form 8-K/A filed July 5, 1996) and August 29, 1996; (4) the description of the Company's Common Stock, without par value, contained in the Company's Registration Statement on Form 8-A dated August 11, 1989; and (5) the description of the Company's Rights to Purchase Preferred Stock contained in the Company's Registration Statement on Form 8-A dated September 29, 1989. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any 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 superseded, to constitute a part of this Registration Statement. The consolidated balance sheets of the Company and subsidiaries as of March 31, 1996 and 1995 and the related consolidated statements of income, of cash flows and of changes in shareholders' equity for the years ended March 31, 1996, 1995 and 1994 included in the Company's Annual Report on Form 10-K for the year ended March 31, 1996 and incorporated by reference in this Registration Statement, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The combined balance sheets of Spreckels Sugar Company, Inc. and Limestone Products Company, Inc. as of June 30, 1995 and 1994, and the related combined statements of operations, stockholders' equity and cash flows for the years ended June 30, 1995 and June 30, 1993, the 11 months ended June 30, 1994 and the month ended July 31, 1993, included in the Company's Current Report on Form 8-K/A filed July 5, 1996 and incorporated by reference in this Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm as experts in accounting and auditing. II-1 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Bylaws of the Company provide for indemnification by the Company of its directors and officers to the fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act (the "Article"), and to such greater extent as applicable law may thereafter permit, and provide for certain procedures with respect to such indemnification. The Article permits indemnification of directors, officers, employees, agents and certain nominees and designees of corporations under certain conditions and subject to certain limitations. The Article provides that a corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent only if it is determined in a prescribed manner that the person: (1) conducted himself in good faith; (2) reasonably believed: (a) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation's best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Such persons may not be indemnified against judgments, penalties, fines, settlements or reasonable expenses resulting from a proceeding in which: (1) the person is found liable on the basis that he received an improper personal benefit, whether or not the benefit resulted from action taken in an official capacity; or (2) in which the person is found liable to the corporation. In a proceeding brought by or on behalf of the corporation, indemnification is limited to those reasonable expenses the person actually incurs. Further, the Article requires a corporation to indemnify an officer or director against reasonable expenses, including attorneys' fees, incurred in connection with a proceeding in which he is a named defendant or respondent because he is or was an officer or director if he has been wholly successful in defense of the proceeding. An officer or director may bring suit for such required indemnification. Whether or not an officer or director meets the requirements for mandatory indemnification or qualifies for indemnification at the discretion of the corporation, a court may order the indemnification to which such person is fairly and reasonably entitled in view of all the relevant circumstances. The court shall limit such indemnification to reasonable expenses if the proceeding is brought by or on behalf of the corporation or if the officer or director is found liable on the basis that he received an improper personal benefit, whether or not the benefit resulted from action taken in an official capacity. In addition, the Article permits reasonable expenses incurred by a director, officer, employee or agent who was, is, or is threatened to be made a defendant or respondent in a proceeding, to be paid or reimbursed by the corporation in advance of the final disposition of the proceeding after the corporation receives a written affirmation by such person of his good faith belief that he has met the standard of conduct necessary for II-2 indemnification under the Article and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements. The written undertaking required by the Article must be an unlimited general obligation but need not be secured. It may be accepted without reference to the ability to make repayment. A determination of a non-required indemnification, authorization of indemnification, a determination as to the reasonableness of expenses and any advance payments of expenses must be made: (1) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (2) if such a quorum cannot be obtained, by a majority vote of a committee of the board of directors, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; (3) by special legal counsel selected by the board of directors or a committee of the board by vote as set forth in (1) or (2) above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or (4) by the shareholders in a vote that excludes the shares held by directors who are named defendants or respondents in the proceeding. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner by which such counsel is selected as set forth in (3) above. In addition, the Article permits the Company to purchase and maintain insurance on behalf of certain persons. Policies of insurance are maintained by the Company under which the directors and officers of the Company are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, and certain liabilities which they are parties by reason of being or having been such directors or officers. The above discussion of the Article and the Company's Bylaws is not intended to be exhaustive and is respectively qualified in its entirety by such statute and Bylaws. The Restated Articles or Incorporation of the Company, as amended, contain no limitation on such indemnification or insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. This Registration Statement covers the 500,000 shares of the Company's Common Stock reserved for issuance under the Plan. Of the 500,000 shares, 21,760 shares (the "Restricted Securities") were issued to nonemployee directors of the Company prior to the filing of this Registration Statement. The issuances of the Restricted Securities were exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. The remaining 478,240 shares are available for grant and issuance under the Plan. II-3 ITEM 8. EXHIBITS. Exhibit Number Document Description - ------- -------------------- *4.1 - Restated Articles of Incorporation of the Company (Exhibit 3(b) to the Company's Registration Statement on Form S-4 (Registration No. 33-20959)). *4.2 - Statement of Resolution Establishing Series of Shares Designated Series A Junior Participating Preferred Stock (Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended March 31, 1990 (File No. 1-10307)). *4.3 - Articles of Amendment to Restated Articles of Incorporation of the Company (Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990 (File No. 1-10307)). *4.4 - Statement of Resolution Increasing Number of Shares Designated Series A Junior Participating Preferred Stock (Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1990 (File No. 1-10307)) . *4.5a - Rights Agreement dated as of September 14, 1989 between the Company and The Bank of New York, as Rights Agent (Exhibit 1 to the Company's Current Report on Form 8-K dated September 21, 1989 (File No. 1- 10307)). *4.5b - Amendment to Rights Agreement dated as of January 27, 1995 (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated January 27, 1995 (File No. 1-10307)). *4.6 - By-laws of the Company (Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended March 31, 1989 (File No. 0-16674)). *4.7a - Credit Agreement dated as of June 10, 1993 among the Company, the signatory banks thereto and Harris Trust and Savings Bank, as Agent (Exhibit 4(b) to the Company's Annual Report on Form 10-K for the year ended March 31, 1993 (File No. 1-10307)). *4.7b - First Amendment to Credit Agreement dated December 1, 1993 (incorporated by reference to Exhibit 4(a)(2) to the Company's Annual Report on Form 10-K for the year ended March 31, 1994 (File No. 1- 10307) (the "1994 Form 10-K")). *4.7c - Second Amendment to Credit Agreement and First Amendment to Notes dated March 4, 1994 (incorporated by reference to Exhibit 4(a)(3) to the 1994 Form 10-K). *4.7d - Third Amendment to Credit Agreement dated July 13, 1994 (incorporated by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 (File No. 1-10307)). *4.7e - Fourth Amendment to Credit Agreement dated April 28, 1995 (incorporated by reference to Exhibit 4(a)(5) to the Company's Annual Report on Form 10-K for the year ended March 31, 1995 (File No. 1- 10307)). *4.7f - Fifth Amendment to Credit Agreement dated June 28, 1996 (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No. 1-10307)). II-4 *4.9 - Indenture dated as of October 15, 1992 (Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992 (File No. 1-10307)). *4.10 - Investor Agreement dated August 29, 1996 by and among the Company, Greencore Group plc and Earlsfort Holdings B.V. (incorporated by reference to Exhibit 4.3 to the Company's current report on Form 8-K dated September 5, 1996 (File No. 1-10307)). *4.11 - Registration Rights Agreement dated August 29, 1996 by and among the Company, Greencore Group plc and Earlsfort Holdings B.V. (incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K dated September 5, 1996 (File No. 1-10307)). 4.12 - Nonemployee Director Compensation Plan. The Company is a party to several debt instruments under which the total amount of securities authorized does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(a) of Item 601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the Commission upon request. 5 - Opinion of Baker & Botts, L.L.P. 23.1 - Consent of Deloitte & Touche LLP, independent public accountants. 23.2 - Consent of Arthur Andersen LLP, independent public accountants 23.3 - Consent of Baker & Botts, L.L.P. (included in Exhibit 5). 24 - Power of Attorney (see page II-7 hereof). 99 - Reoffer Prospectus - ------------------------- * Incorporated by reference. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration 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 recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration 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; II-5 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 registrant 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 securities 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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 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 registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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. II-6 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sugar Land, State of Texas, on November 18, 1996. IMPERIAL HOLLY CORPORATION By: /s/ JAMES C. KEMPNER --------------------------------------- James C. Kempner President, Chief Executive Officer and Chief Financial Officer Each person whose signature appears below does hereby appoint James C. Kempner, H. P. Mechler and William F. Schwer, and each of them severally, his or her true and lawful attorneys or attorney-in-fact and agents or agent with power to act with or without the others and with full power of substitution and resubstitution, to execute for him or her and in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of Imperial Holly Corporation, any and all amendments to this Registration Statement, including post-effective amendments, as said attorneys or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 18, 1996. SIGNATURE TITLE --------- ----- /s/ JAMES C. KEMPNER President, Chief Executive Officer, Chief - ----------------------------- Financial Officer and Director (Principal James C. Kempner Executive Officer and Principal Financial Officer) /s/ H. P. MECHLER - ----------------------------- Controller (Principal Accounting Officer) H. P. Mechler /s/ I. H. KEMPNER, III - ----------------------------- Chairman of the Board of Directors I. H. Kempner, III /s/ JOHN D. CURTIN, JR. - ----------------------------- Director John D. Curtin, Jr. II-7 /s/ DAVID J. DILGER - ----------------------------- Director David J. Dilger /s/ EDWARD O. GAYLORD - ----------------------------- Director Edward O. Gaylord /s/ GERALD GRINSTEIN - ----------------------------- Director Gerald Grinstein /s/ ANN O. HAMILTON - ----------------------------- Director Ann O. Hamilton /s/ ROGER W. HILL - ----------------------------- Director Roger W. Hill /s/ HARRIS L. KEMPNER, JR. - ----------------------------- Director Harris L. Kempner, Jr. /s/ HENRY E. LENTZ - ----------------------------- Director Henry E. Lentz /s/ ROBERT L. K. LYNCH - ----------------------------- Director Robert L. K. Lynch /s/ KEVIN C. O'SULLIVAN - ----------------------------- Director Kevin C. O'Sullivan /s/ FAYEZ SAROFIM - ----------------------------- Director Fayez Sarofim /s/ DANIEL K. THORNE - ----------------------------- Director Daniel K. Thorne II-8 EX-4.12 2 NONEMPLOYEE DIRECTOR COMPENSATION PLAN EXHIBIT 4.12 IMPERIAL HOLLY CORPORATION NONEMPLOYEE DIRECTOR COMPENSATION PLAN 1. Purpose ------- The purpose of this Nonemployee Director Compensation Plan (the "Plan") of Imperial Holly Corporation (the "Company") is to promote ownership in the Company by outside directors of the Company whose services are considered essential to the Company's continued progress and thus to provide them with a further incentive to continue to serve as directors of the Company. The Plan is also intended to assist the Company through utilization of the benefits provided by the Plan to attract and retain experienced and qualified candidates to fill vacancies in the Board of Directors (the "Board") which may occur from time to time. All awards under this Plan are subject to approval of the Plan by the affirmative votes of the holders of a majority of the outstanding shares of the Company's Common Stock, present or represented and entitled to vote at the 1996 annual meeting of the Company's shareholders; provided that, if such approval is not obtained at the 1996 annual meeting of the Company's shareholders, this Plan shall terminate and cease to be of any further force or effect. 2. Participation in the Plan ------------------------- The Directors of the Company who are not employees of the Company or any affiliate of the Company, including, without limitation, the Chairman of the Board ("Eligible Directors"), shall be eligible to participate in the Plan; provided, however, that the recipient of an award must be serving as an Eligible Director on the date the award is granted. 3. Stock Subject to the Plan ------------------------- The stock subject to the Plan initially shall consist of 500,000 shares of authorized and unissued Common Stock, without par value, of the Company ("Common Stock"). 4. Stock Awards ------------ On July 26, 1996, and on each subsequent annual election of Directors each year during the term of this Plan (the "Award Date"), each Eligible Director shall be issued a number of shares of Common Stock equal to (i) 167% of the otherwise applicable cash annual retainer payable to such Director, divided by (ii) the Fair Market Value of the Common Stock on such Award Date, rounded to the nearest whole share. Common Stock will not be awarded under this Plan for committee or Director meeting fees. For purposes of this Plan, the "Fair Market Value" of a share on a particular date shall be deemed to be the mean between the highest and lowest sales price per share of Common Stock on the American Stock Exchange or, in the discretion of the Board, any other national stock exchange or transaction reporting system on which Common Stock is listed or quoted, or if Common Stock is not listed or quoted on any national stock exchange or transaction reporting system, the mean between the highest closing bid and lowest closing asked price for Common Stock as reported by the National Association of Securities Dealers NASDAQ -1- System, or if not reported by such system, the mean between the closing bid and asked price as quoted by such quotation source as shall be designated by the Board on that date. If there shall have been no sale on the date in question, Fair Market Value shall be determined by reference to the last preceding date on which such a sale or sales were so reported. A stock certificate evidencing such shares shall be issued by the Company to the Eligible Director as soon as practicable after determination of the Fair Market Value on the Award Date, and such shares, when issued, shall be duly authorized, validly issued, fully paid and nonassessable. 5. Stock Restrictions ------------------ Shares of Common Stock issued to an Eligible Director in accordance with the Plan may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, until the earliest of the Eligible Director's death, disability or cessation of status as a Director or the occurrence of a Change in Control (as defined below) of the Company. Certificates for shares of Common Stock issued pursuant to the Plan shall bear an appropriate legend referring to the restriction. Any attempt to dispose of any such shares of Common Stock in contravention of the foregoing restriction shall be null and void and without effect. For purposes of this Paragraph 5, a "Change in Control" shall be deemed to have occurred if any of the following shall have taken place: (i) change in control is reported by the Company in response to either Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Item 1 of Form 8-K promulgated under the Exchange Act; (ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then-outstanding securities; or (iii) following the election or removal of directors, a majority of the Board of Directors consists of individuals who were not members of the Board of Directors two years before such election or removal, unless the election of each director who was not a director at the beginning of such two-year period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the two-year period. 6. Assignment ---------- The rights and benefits of an Eligible Director under this Plan may not be assigned, and any attempted assignment of such rights and benefits shall be null and void. 7. Limitation of Rights -------------------- A. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting of an award nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain an Eligible Director for any period of time, or at any particular rate of compensation. B. SHAREHOLDER'S RIGHTS. An Eligible Director shall have no rights as a shareholder until the date of the issuance to the Eligible Director of a stock certificate for the Common Stock awarded under the terms of the Plan, and no adjustment will be made for dividends or other rights for which the record date is prior to the date of such issuance. -2- 8. Changes in Present Stock ------------------------ A. CORPORATE ACTS. The existence of this Plan shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with, or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above. B. ADJUSTMENTS. In the event of any subdivision or consolidation of outstanding shares of Common Stock or declaration of a dividend payable in shares of Common Stock or capital reorganization or reclassification or other transaction involving an increase or reduction in the number of outstanding shares of Common Stock, then the number of shares of Common Stock reserved under this Plan and subject to future awards of Common Stock shall be proportionately adjusted to reflect such transaction. Such adjustment to the number of shares of Common Stock shall reflect the proportional adjustment to the number of shares of Common Stock (or such other capital stock as may be issued in a reclassification) that a shareholder who owned an equivalent number of shares immediately before the happening of any of the events described in the preceding sentence would have owned or been entitled to receive after the happening of any of such events. In the event of any consolidation or merger of the Company with another corporation or entity or the adoption by the Company of a plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than cash dividends or dividends payable in Common Stock), the Board shall make such adjustments as it may deem equitable, including adjustments to avoid fractional shares, to give proper effect to such event; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the Eligible Directors. 9. Effective Date and Duration of the Plan --------------------------------------- The Plan shall take effect upon approval by the shareholders of the Company at the 1996 annual meeting of shareholders. The Plan shall terminate when all Common Stock subject to the Plan is awarded (unless earlier discontinued by the Board). If, on a date on which Common Stock would normally be awarded, there is not a sufficient number of shares available to grant each person otherwise eligible to receive an award on that date the full number of shares to which he or she would normally be entitled, shares shall be prorated among Eligible Directors according to the number of shares available on such date of grant. Such Eligible Directors shall be deemed to have received the full amount due to them in Common Stock on such date of grant; provided, however that the balance of any annual retainer fee shall be paid in cash. -3- 10. Amendment of the Plan --------------------- The Board may suspend or discontinue the Plan or revise or amend it in any respect whatsoever, including, without limitation, to increase the number of shares of Common Stock authorized under the Plan; provided, however, that (a) after approval of the Plan by Company shareholders, no amendment or alteration shall be effective prior to approval by the Company's shareholders of such amendment or alteration to the extent such approval is then required pursuant to Rule 16b-3 promulgated under the Exchange Act, in order to preserve the applicability of any exemption provided by such rule to awards of Common Stock under this Plan (unless the Eligible Director consents) or to the extent shareholder approval is otherwise required by applicable legal requirements, and (b) the Plan shall not be amended more than once every six months to the extent such limitation is then required pursuant to Rule 16b-3 in order to preserve the applicability of any exemption provided by such rule (or any successor provision under the Exchange Act) to awards of Common Stock under this Plan. 11. Taxes ----- A. Subject to Subparagraph B below, the Company may make such provisions as it may deem appropriate for the withholding of any taxes that it determines is required in connection with any Common Stock awarded under this Plan; provided, however, that upon approval by the Board, any Eligible Director may pay all or any portion of the taxes required or allowed to be withheld by the Company by electing to have the Company withhold shares of Common Stock, or by delivering previously owned shares of Common Stock, having a fair market value, determined in accordance with Paragraph 4, equal to the amount required to be withheld or paid. Such elections are irrevocable. B. At the time of the Award Date, each Eligible Director shall inform the Company, in accordance with procedures established by the Company, whether he or she wishes to have taxes withheld at such time, pursuant to an election under Section 83(b) of the Internal Revenue Code of 1986, as amended. 12. Requirements of Law ------------------- The issuance of shares of Common Stock under this Plan shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. -4- 13. Governing Law ------------- This Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Texas and construed accordingly. IN WITNESS WHEREOF, this Plan was adopted by the Board of Directors and approved by the Company's shareholders on July 26, 1996. IMPERIAL HOLLY CORPORATION -5- EX-5 3 OPINION OF BAKER AND BOTTS EXHIBIT 5 Baker & Botts, L.L.P. One Shell Plaza 910 Louisiana Houston, Texas 77002-4995 November 18, 1996 Imperial Holly Corporation One Imperial Square, Suite 200 8016 Highway 90-A Sugar Land, Texas 77487 Gentlemen: At your request, this opinion of counsel is being furnished to you for filing as Exhibit 5 to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Imperial Holly Corporation, a Texas corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the proposed offering of up to 500,000 shares of the Company's common stock, without par value (the "Shares"), pursuant to the Company's Nonemployee Director Compensation Plan (the "Plan"). We have examined the Restated Articles of Incorporation and By-laws of the Company and the originals, or copies certified or otherwise identified, of the Plan, corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other records, instruments and documents pertaining to the Company as a basis for the opinion hereinafter expressed. In giving such opinion we have relied upon certificates of officers of the Company with respect to the accuracy of the material factual matters contained in such certificates. Based upon our examination as aforesaid, we are of the opinion that the Shares, when issued pursuant to the provisions of the Plan, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Baker & Botts, L.L.P. EX-23.1 4 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Imperial Holly Corporation on Form S-8 of our report dated May 31, 1996, appearing in the Annual Report on Form 10-K of Imperial Holly Corporation for the year ended March 31, 1996 and to the references to us in the fourth paragraph of Item 3 (Incorporation of Certain Documents by Reference) and under the heading "Experts" in the Reoffer Prospectus attached as Exhibit 99, both of which are part of this Registration Statement. /s/ Deloitte & Touche LLP Houston, Texas November 15, 1996 EX-23.2 5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our reports dated June 25, 1996 (included in Imperial Holly Corporation's Current Report on Form 8-K filed July 5, 1996) into the Registration Statement on Form S-8 of Imperial Holly Corporation filed with the Securities and Exchange Commission on or about November 18, 1996 (the Registration Statement), and to the references to our Firm in the fifth paragraph of Part II, Item 3 of the Registration Statement and under the heading "Experts" in the Reoffer Prospectus attached as Exhibit 99 to the Registration Statement. /s/ Arthur Andersen LLP San Francisco, California November 18, 1996 EX-99 6 REOFFER PROSPECTUS EXHIBIT 99 21,760 SHARES IMPERIAL HOLLY CORPORATION COMMON STOCK ________________ This prospectus (this "Prospectus") relates to the offering of 21,760 shares (the "Shares") of common stock, without par value (the "Common Stock"), of Imperial Holly Corporation (the "Company") by one or all of the selling shareholders named herein (the "Selling Shareholders"). See "Selling Shareholders." The Shares include rights to purchase preferred stock associated with the Common Stock. The Selling Shareholders are or have been directors of the Company and acquired the Shares under the Company's Nonemployee Director Compensation Plan. The Company will not receive any of the proceeds from the sale of Shares by the Selling Shareholders. Sales of the Shares by the Selling Shareholders may be made from time to time, pursuant to this Prospectus or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), (or any other applicable exemption from registration under the Securities Act), in one or more transactions, including block transactions, on the American Stock Exchange or any other exchange or quotation system on which the Common Stock may be admitted for trading (collectively, the "Exchanges"), pursuant to and in accordance with the applicable rules of the Exchanges, in negotiated transactions or in a combination of any such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Shares may be offered directly, to or through agents designated from time to time, or to or through brokers or dealers, or through any combination of such methods of sale. Such agents, brokers or dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). A member firm of an Exchange may be engaged to act as a Selling Shareholder's agent in the sale of Shares by such Selling Shareholder. To the extent required, specific information regarding the Shares will be set forth in an accompanying Prospectus Supplement. The Selling Shareholders and any broker, dealer, agent or other person that participates with the Selling Shareholders in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions received by such persons and any profit on the resale of the Shares purchased by such persons may be deemed to be underwriting commissions or discounts under the Securities Act. All expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other expenses incurred by a Selling Shareholder will be borne by such Selling Shareholder. See "Plan of Distribution." The Common Stock is listed on the American Stock Exchange under the symbol "IHK." 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 November 18, 1996 NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS 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 ANY OFFER TO BUY, THE SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ___________________ TABLE OF CONTENTS
AVAILABLE INFORMATION.................................................. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................ 3 THE COMPANY............................................................ 3 SELLING SHAREHOLDERS................................................... 4 PLAN OF DISTRIBUTION................................................... 5 LEGAL MATTERS.......................................................... 5 EXPERTS................................................................ 5
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 statements 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 in Washington D.C., and at certain of its Regional Offices, during business hours. The current address of each such facility is set forth below. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington D.C. 20549, at prescribed rates. Furthermore, the Commission maintains a Web site that contains reports, proxy statements and other information filed electronically by the Company with the Commission. The address of such Web site is http://www.sec.gov. Current Addresses of SEC Public Reference Facilities ----------------------------------------------------
Public Reference Room New York Regional Office Chicago Regional Office 450 Fifth St., NW 7 World Trade Center Northwestern Atrium Center Room 1024 13th Floor 500 West Madison Street, Suite 1400 Washington D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
The Company's Common Stock is listed on the American Stock Exchange under the symbol "IHK." Reports, proxy statements and other information concerning the Company can also be inspected at the American Stock Exchange during business hours. The American Stock Exchange is located at 86 Trinity Place, New York, New York 10006; telephone (800) 875-1247. This Prospectus constitutes part of a registration statement on Form S-8 (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Company with the Commission under the Securities Act with respect to the securities offered hereby. As permitted by the rules and regulations of the Commission, this Prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement for further information with respect to the Company and the securities offered hereby. Statements contained herein concerning the provisions of any contract, agreement or any other document or exhibit to the Registration Statement or otherwise filed with the Commission are not necessarily complete; with respect to each such contract, agreement or document filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission pursuant to the Exchange Act, are incorporated in this Prospectus by reference and shall be deemed to be a part hereof: (1) the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended June 30 and September 30, 1996; (3) the Company's Current Reports on Form 8-K dated April 19, 1996 (as amended by Form 8-K/A filed July 5, 1996) and August 29, 1996; (4) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A dated August 11, 1989; and (5) the description of the Company's Rights to Purchase Preferred Stock contained in the Company's Registration Statement on Form 8- A dated September 29, 1989. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be 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 superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the information that has been incorporated by reference in this Prospectus (not including exhibits to the information that have been incorporated by reference herein unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Requests should be directed to William F. Schwer, Senior Vice President, Secretary and General Counsel, Imperial Holly Corporation, One Imperial Square, Suite 200, 8016 Highway 90-A, Sugar Land, Texas 77487 (telephone (281) 491-9181). THE COMPANY The Company is one of the nation's largest producers and marketers of refined sugar, producing both cane and beet sugar. The Company refines raw cane sugar primarily at its Imperial Sugar Company refinery in Sugar Land, Texas. Through Holly Sugar Corporation, the Company's wholly-owned subsidiary, the Company extracts refined beet sugar by processing sugarbeets purchased from independent growers at processing plants in California, Wyoming, Montana and Texas. The Company sells its refined sugar directly and through brokers to wholesalers, retail grocers and food manufacturers. The Company sells by- products (primarily beet pulp and molasses) from the extraction and refining processes for use as livestock feed and markets commercial beet seed. The Company was incorporated in 1924 as Imperial Sugar Company and is the successor to a cane sugar plantation and milling operation begun in Sugar Land in the early 1800's that began producing granulated sugar in 1843. In 1988, the Company purchased Holly Sugar Corporation and the Company's name was changed to Imperial Holly Corporation. Holly Sugar Corporation was founded in 1905 and incorporated in 1916. The principal executive offices of the Company are located at One Imperial Square, Suite 200, 8016 Highway 90-A, Sugar Land, Texas 77487; telephone (281) 491-9181. 3 SELLING SHAREHOLDERS The following table sets forth certain information known to the Company with respect to beneficial ownership of the Company's Common Stock as of October 31, 1996 by each Selling Shareholder.
Number of Percent of Number of Shares Number of Shares Class Beneficially Shares Beneficially Beneficially Owned Offered Owned Owned After Selling Shareholder (1) Prior to Offering Hereby After Offering Offering (2) - ------------------ ----------------- --------- -------------- -------------- A. M. Bartolo (3)(4) 42,865 2,176 40,689 * John D. Curtin, Jr. (4) 5,676 2,176 3,500 * Edward O. Gaylord 14,176 2,176 12,000 * Ann O. Hamilton (5) 309,769 2,176 307,593 2.2% Harris L. Kempner, Jr. (6)(7) 454,478 2,176 452,302 3.2% I. H. Kempner, III (4)(5)(6)(8)(9) 714,113 2,176 711,937 5.0% Henry E. Lentz (10) 15,176 2,176 13,000 * Robert L. K. Lynch (5)(11) 411,838 2,176 409,662 2.9% Fayez Sarofim 678,676 2,176 676,500 4.8% Daniel K. Thorne (12) 760,745 2,176 758,569 5.4% - ---------------------
* Less than 1% of the outstanding Common Stock. (1) All Selling Shareholders, except Mr. A. M. Bartolo, are nonemployee directors of the Company as of the date of this Prospectus. Mr. Bartolo served as a nonemployee director of the Company until his retirement from active membership on the Company's Board of Directors on October 25, 1996. The Company has appointed Mr. Bartolo as a director emeritus. (2) Based on 14,143,717 shares of the Company's Common Stock outstanding on November 4, 1996 and excluding shares held in the treasury of the Company. (3) At the time of his retirement from the Company in 1994, Mr. Bartolo was Executive Vice President and Chief Operating Officer of the Company and President of Imperial Sugar Company, a division of the Company. (4) Includes shares subject to stock options exercisable within 60 days as follows: Mr. I. H. Kempner, III, 81,325 shares; Mr. Bartolo, 12,000 shares; Mr. Curtin, 1,500 shares. (5) Includes 134,187 shares of Common Stock owned by the Harris and Eliza Kempner Fund, a charitable foundation, as to which Ms. Hamilton, Mr. I. H. Kempner, III and Mr. Lynch share voting power and investment power as co- trustees along with other trustees. (6) Includes 332,363 shares of Common Stock owned by the H. Kempner Trust Association, over which Mr. I. H. Kempner, III and Mr. Harris L. Kempner, Jr. share voting power and investment power as co-trustees with three other co-trustees. (7) Includes 6,420 shares of Common Stock held by Mr. Harris L. Kempner, Jr.'s wife, as to which he shares voting and investment power. Mr. Kempner disclaims beneficial ownership as to such shares. (8) Includes 4,443 shares of Common Stock held by Mr. I. H. Kempner III's wife, as to which Mr. Kempner disclaims beneficial ownership. (9) Mr. I. H. Kempner, III currently serves as Chairman of the Board of Directors and Chairman of the Executive Committee of the Board of Directors of the Company. He retired as an executive officer of the Company in January 1996. (10) Mr. Lentz serves as a managing director of Lehman Brothers, Inc., an investment banking firm that serves from time to time as the Company's financial advisor in connection with various matters. (11) Includes 188,891 shares of Common Stock owned by a testamentary trust as to which Mr. Lynch is the income beneficiary and has a power of appointment. Mr. Lynch does not have voting or investment power with respect to such shares. Also includes 45,367 shares of Common Stock held by a revocable trust for the benefit of Mr. Lynch's sister as to which Mr. Lynch is co- trustee and shares voting and investment power with two other co-trustees. Mr. Lynch disclaims beneficial ownership over the shares held in trust for his sister. (12) Includes 327,142 shares of Common Stock owned by a testamentary trust as to which Mr. Thorne is the sole beneficiary and a co-trustee. Also includes 166,947 shares owned by the Alan Pryce-Jones Trust, of which Mr. Thorne is a co-trustee, and 875 shares owned by his wife of which Mr. Thorne disclaims beneficial ownership. The Shares may be offered or sold by the Selling Shareholders named above or by any pledgee, donee, transferee or other successor in interest that may be permitted under the Plan. 4 PLAN OF DISTRIBUTION Shares of Common Stock covered hereby may be offered and sold from time to time by the Selling Shareholders, pursuant to this Prospectus or Rule 144 under the Securities Act (or any other applicable exemption from registration under the Securities Act). The Selling Shareholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. The Selling Shareholders may sell the Shares being offered hereby in one or more transactions, including block transactions, on the American Stock Exchange or any other Exchange pursuant to and in accordance with the applicable rules of such Exchanges, in negotiated transactions or in a combination of any such methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Shares may be offered directly, to or through agents designated from time to time or through brokers or dealers, or through any combination of these methods of sale. Such agent, broker or dealer may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). A member firm of an Exchange may be engaged to act as the Selling Shareholder's agent in the sale of Shares by the Selling Shareholders. Usual and customary brokerage fees will be paid by the Selling Shareholders. The Selling Shareholders and any underwriter, dealer or agent who participate in the distribution of such shares may be deemed to be "underwriters" under the Securities Act, and any discount, commission or concession received by such persons might be deemed to be an underwriting discount or commission under the Securities Act. All expenses of registration incurred in connection with this offering are being borne by the Company, but all brokerage commissions and other expenses incurred by individual Selling Shareholders will be borne by such Selling Shareholders. The Selling Shareholders may indemnify any broker-dealer or other person that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any such broker-dealers, and any profits received on the resale of such shares, may be deemed to be underwriting discounts and commissions under the Securities Act if any such broker-dealers purchase shares as principal. At the time a particular offer of the shares of Common Stock registered hereunder is made, if required, a Prospectus Supplement will be distributed that will set forth the number of shares being offered and the terms of the offering including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter for securities purchased, any discount, commission and other item constituting compensation and any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public. The sale of the Shares also is subject to certain restrictions contained in the Nonemployee Director Compensation Plan. There can be no assurance that the Selling Shareholders will sell all or any of the shares of Common Stock offered hereunder. LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby are being passed upon for the Company by Baker & Botts, L.L.P., Houston, Texas. EXPERTS The Company's consolidated financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended March 31, 1996 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated by reference herein and have been so incorporated in reliance upon the report of such firm based on their authority as experts in accounting and auditing. The combined financial statements of Spreckels Sugar Company, Inc. and Limestone Products Company, Inc. incorporated in this Prospectus by reference from the Company's Current Report on Form 8-K/A filed July 5, 1996 have been audited by Arthur Andersen LLP, independent public accountants, as stated in their reports, 5 which are incorporated by reference herein and have been so incorporated in reliance upon the reports of such firm as experts in accounting and auditing. 6 -----END PRIVACY-ENHANCED MESSAGE-----