-----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, KoxZmYR6ltWOEdsrVcG4rtPVPlrvQKdli9wuQ8xPqzU1xB97Dv3k0O2nvW5eiLrd stdJGc7SnJk6xWrr2ZvTZQ== 0000950129-98-000029.txt : 19980107 0000950129-98-000029.hdr.sgml : 19980107 ACCESSION NUMBER: 0000950129-98-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980106 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: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10307 FILM NUMBER: 98501723 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 8-K 1 IMPERIAL HOLLY CORPORATION - DATED 12/22/97 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 22, 1997 IMPERIAL HOLLY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 001-10307 74-0704500 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION INCORPORATION OR ORGANIZATION) NO.)
ONE IMPERIAL SQUARE, SUITE 200, P.O. BOX 9 SUGAR LAND, TEXAS 77487 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (281) 491-9181 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) --------------------------- ================================================================================ 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS The Merger On December 22, 1997 (the "Effective Date"), IHK Merger Sub Corporation, a Delaware corporation (the "IHK Sub") and a wholly owned subsidiary of Imperial Holly Corporation, a Texas corporation (the "Company"), consummated the merger (the "Merger") of IHK Sub with and into Savannah Foods & Industries, Inc., a Delaware corporation ("Savannah Foods") by acquiring all of the outstanding shares of Common Stock, par value $0.25 per share ("Savannah Common Stock"), of Savannah Foods that it did not already own. The Merger was effected pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 12, 1997, among the Company, IHK Sub and Savannah Foods. IHK Sub had previously acquired 14,397,836 shares of Savannah Common Stock (which constituted 50.1% of the outstanding shares on a fully diluted basis) for $20.25 per share in cash in a tender offer (the "Tender Offer") successfully completed on October 17, 1997. In the Merger, the stockholders of Savannah Foods received, subject to stockholder election and proration, (i) $20.25 in cash, without interest thereon (the "Cash Consideration"), or (ii) a number of shares of common stock, no par value ("Company Common Stock"), of the Company equal to the quotient of $20.25 divided by $13.25 (the "Stock Consideration"). The total value of the consideration paid in the Merger and the Tender Offer was approximately $582 million. Pursuant to the Merger Agreement, the number of shares of Savannah Common Stock converted in to the right to receive Cash Consideration in the Merger was (x) 70% of the number of shares of Savannah Common Stock outstanding immediately prior to the Effective Date (which included shares of Savannah Common Stock purchased in the Tender Offer) less (y) the sum of (A) the shares of Savannah Common Stock held by IHK Sub (which included shares of Savannah Common Stock purchased in the Tender Offer), the Company or any of its subsidiaries or held in the treasury of Savannah Foods and (B) the shares of Savannah Common Stock held by stockholders who perfected their appraisal rights under Delaware law. Attached as Exhibit 99.1 and incorporated herein by reference, is a press release by the Company announcing the consummation of the Merger. The Financing In order to finance a portion of the cash consideration paid in the Merger, to pay certain related expenses and to provide for the Company's future working capital and other general corporate purposes, the Company amended and restated the senior secured credit facility (the "Credit Facility") arranged by Lehman Brothers Inc. (which served as a financial advisor to the Company in connection with the Merger) in connection with the Tender Offer. The amended and restated Credit Facility is comprised of a term loan facility aggregating $255 million (the "Term Loans") and a revolving credit facility in the amount of $200 million (the "Revolver"). The Credit Facility is guaranteed by substantially all of the Company's domestic direct and indirect subsidiaries (including Savannah Foods and its subsidiaries, collectively, the "Guarantors"), and is secured by substantially all the assets of the Company and each of the Guarantors. The Term Loans consist of two tranches in the aggregate principal amounts of $150 and $105 million, respectively, and will fully amortize over a period of six and eight years, respectively. The Revolver is available on a revolving basis commencing on the Effective Date and ending five years after such date. The Term Loans and the Revolver will bear interest, at the Company's election, at either (i) the highest of (A) the prime rate of the administrative agent selected in the syndication process, (B) the secondary market rate for certificates of deposit plus 1%, or (C) the federal funds effective rate plus 0.50%, in each case plus a margin ranging from 0.25% to 1.00% or (ii) the rate for Eurodollar deposits in the interbank Eurodollar market plus a margin ranging from 1.25% to 2.00%. -2- 3 In order to finance a portion of the cash consideration paid in the Merger, to pay certain related expenses and to provide for the Company's future working capital and other general corporate purposes, the Company also issued $250 million principal amount of 9 3/4% Senior Subordinated Notes due 2007 (the "Notes"). The Notes are unsecured but are guaranteed by each of the Guarantors to the Credit Facility. Savannah Foods Savannah Foods is engaged in the production, marketing and distribution of food products, principally refined sugar, and is based in Savannah, Georgia. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A-B) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED AND PRO FORMA FINANCIAL INFORMATION The financial statements and pro forma financial information required pursuant to this Item 7 with respect to the consummation of the Merger as described in Item 2 above will be filed by amendment hereto within the time period required. (C) EXHIBITS Exhibit 99.1 -- Press Release issued by Imperial Holly Corporation on December 22, 1997. Exhibit 99.2 -- Agreement and Plan of Merger, dated September 12, 1997 among Imperial Holly Corporation, IHK Merger Sub Corporation and Savannah Foods & Industries, Inc. (Incorporated by reference to the Company's Current Report on Form 8-K, dated as of October 17, 1997).
-3- 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMPERIAL HOLLY CORPORATION Date: January 5, 1998 By: H. P. MECHLER ----------------------------------- H. P. Mechler Vice President -- Accounting -4- 5 EXHIBIT INDEX
Exhibit No. Page No. ----------- -------- Exhibit 99.1 -- Press Release issued by Imperial Holly Corporation on December 22, 1997. Exhibit 99.2 -- Agreement and Plan of Merger, dated September 12, 1997 among Imperial Holly Corporation, IHK Merger Sub Corporation and Savannah Foods & Industries, Inc. (Incorporated by reference to the Company's Current Report on Form 8-K, dated as of October 17, 1997).
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 IMPERIAL HOLLY CORPORATION COMPLETES ACQUISITION OF SAVANNAH FOODS & INDUSTRIES, INC. AND ISSUES SENIOR SUBORDINATED NOTES Sugar Land, Texas -- December 22, 1997 -- Imperial Holly Corporation (AMEX: IHK) today completed its acquisition of Savannah Foods & Industries, Inc. (NYSE: SFI) when Savannah was merged with a wholly-owned subsidiary of Imperial Holly. The merger, which was approved by each company's stockholders at special meetings held December 19, 1997, is the second and final step in the acquisition of Savannah by Imperial Holly pursuant to an Agreement and Plan of Merger dated September 12, 1997. In the first step, Imperial Holly completed a tender offer for 50.1% of the outstanding shares of Savannah's common stock at a price of $20.25 per share on October 16, 1997. In the merger, 19.9% of the outstanding shares of Savannah's common stock were converted into the right to receive $20.25 in cash, and the remaining 30% of the outstanding shares were converted into the right to receive $20.25 of Imperial Holly common stock, valued in the exchange at $13.25 per share. In connection with the acquisition of Savannah Foods, Imperial Holly issued $250,000,000 of 9 3/4% Senior Subordinated Notes due 2007 and entered into a $455,000,000 Senior Secured Credit Facility. The Senior Secured Credit Facility is comprised of a term loan facility aggregating $255,000,000 and a $200,000,000 revolving credit facility. The proceeds from the sale of the Senior Subordinated Notes and the term loans under the Senior Secured Credit Facility were used to finance the acquisition of Savannah Foods. 2 Imperial Holly is the largest and most geographically diverse producer and marketer of refined sugar in the United States. Imperial Holly refines raw cane sugar at four refineries located in Texas, Georgia, Florida and Louisiana and produces beet sugar at 12 beet factories located in California, Wyoming, Montana, Texas and Michigan. Contact: Karen Mercer at Imperial Holly Corporation (281-491-9181) The statements regarding future market prices and the other statements which are not historical facts contained in this release are forward-looking statements that involve risks, uncertainties and assumptions, including, but not limited to, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugar beets and other factors detailed in the Company's Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. -----END PRIVACY-ENHANCED MESSAGE-----