-----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, WxgayHtGU457r/vZ++0sMA02R7ICwzzHUoovvKSc2P5aCzTVbyRxjEvF1Sfvgw5C GJjz4SHZkUXyFZa7+opOcQ== 0000909518-96-000303.txt : 19960911 0000909518-96-000303.hdr.sgml : 19960911 ACCESSION NUMBER: 0000909518-96-000303 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960910 SROS: NASD GROUP MEMBERS: EARLSFORT HOLDINGS B.V. GROUP MEMBERS: GREENCORE GROUP PLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39663 FILM NUMBER: 96628077 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENCORE GROUP PLC CENTRAL INDEX KEY: 0001018377 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PRUDENTIAL PLAZA STREET 2: 130 EAST RANDOLPH DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 MAIL ADDRESS: STREET 1: ST STEPHEN'S GREEN HOUSE STREET 2: RUBLIN 2 IRELAND SC 13D/A 1 AMEND NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No.1) IMPERIAL HOLLY CORPORATION - -------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, WITHOUT PAR VALUE 452835AA9 - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) Steven D. Rubin, Esq. Weil,Gotshal & Manges LLP 700 Louisiana, Suite 1600 Houston, Texas 77002 (713) 546-5030 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) August 29, 1996 - -------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Continued on the following pages CUSIP No. 452835AA9 13D Page 2 1 NAME OF REPORTING PERSON: Greencore Group plc S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Ireland ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,800,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 3,800,000 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 3,800,000 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.9% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 452835AA9 13D Page 3 1 NAME OF REPORTING PERSON: Earlsfort Holdings B.V. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Netherlands ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,800,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 3,800,000 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 3,800,000 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.9% 14 TYPE OF REPORTING PERSON: CO Greencore Group plc ("Greencore") and Earlsfort Holdings B.V. ("Earlsfort" and, together with Greencore, the "Filing Persons") hereby amend and supplement their Report on Schedule 13D, filed with the Securities and Exchange Commission on August 5, 1996 (the "Schedule 13D"), with respect to the beneficial ownership of shares of the common stock, without par value, of Imperial Holly Corporation (the "Issuer"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND The information contained in the "Schedule B" referenced in Item 2 of the Schedule 13D is hereby amended and superseded in its entirety by the new Schedule B attached hereto. ITEM 5. INTEREST IN SECURITIES OF ISSUER The response set forth in Item 5 of the Schedule 13D is hereby amended by the addition of the following information: (a) On August 29, 1996, the acquisition of 3,800,000 shares of Common Stock by Earlsfort pursuant to the Stock Purchase Agreement, dated July 25, 1996, among the Filing Persons and the Issuer was consummated. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Joint Filing Agreement, dated September 6, 1996. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GREENCORE GROUP PLC September 6, 1996 By: /s/ Kevin O'Sullivan ------------------------ ------------------------------------- Date Name: Kevin O'Sullivan Title Chief Financial Officer and Director SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. EARLSFORT HOLDINGS B.V. September 6, 1996 By: /s/ Kevin O'Sullivan ------------------------ ------------------------------------- Date Name: Kevin O'Sullivan Title: Managing Director SCHEDULE B ---------- The name, present principal occupation, business address and citizenship of the directors and executive officers of Earlsfort Holdings B.V. are set forth below.
Present Principal Business Name Occupation Address Citizenship Shareen Perret Lawyer at IMFC B.V. Amsteldijk 166 The Netherlands Gentil 1079 LH, Managing Director Amsterdam The Netherlands Henry Samuel Lawyer at IMFC B.V. Amsteldijk 166 The Netherlands Leijesdorff 1079 LH, Managing Director Amsterdam The Netherlands Johanna Maria Legal Assistant at Amsteldijk 166 The Netherlands Christina Rasing IMFC B.V. 1079 LH, Managing Director Amsterdam The Netherlands Benjamin John Power Chief Administrative St. Stephen's Ireland Managing Director Officer of Greencore Green House, Group plc Earlsfort Terrace, Dublin 2 Ireland Kevin Clive Chief Financial St. Stephen's Great Britain O'Sullivan Officer of Greencore Green House, Managing Director Group plc Earlsfort Terrace, Dublin 2 Ireland
EXHIBIT INDEX ------------- Name of Exhibit --------------- Exhibit 1 - Joint Filing Agreement EX-1 2 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned, and each of them, do hereby agree and consent to the filing of a single Amendment No. 1 and amendments thereto, on behalf of all of them with respect to their joint statement on Schedule 13D filed with the Securities and Exchange Commission on August 5, 1996, in accordance with the provisions of Rule 13d-1(f)(1) of the Securities Exchange Act of 1934. Dated: September 6, 1996 GREENCORE GROUP PLC By: /s/ Kevin O'Sullivan ----------------------------------------- Name: Kevin O'Sullivan Title: Chief Financial Officer and Director EARLSFORT HOLDINGS B.V. By: /s/ Kevin O'Sullivan ----------------------------------------- Name: Kevin O'Sullivan Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----