-----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, CLmG9fiO7sOc7Ovnly/KXEAOhcMsyIy2EA7j5VLJMi673069eIkp8p3HAi5+RYhx OlAaCnTQtPgUf6+YfU93iw== 0000950144-98-008431.txt : 19980716 0000950144-98-008431.hdr.sgml : 19980716 ACCESSION NUMBER: 0000950144-98-008431 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980715 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVANNAH FOODS & INDUSTRIES INC CENTRAL INDEX KEY: 0000086941 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 581089367 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-05002 FILM NUMBER: 98666826 BUSINESS ADDRESS: STREET 1: P O BOX 339 CITY: SAVANNAH STATE: GA ZIP: 31402 BUSINESS PHONE: 9122341261 11-K 1 SAVANNAH FOODS & INDUSTRIES INC 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 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. 3 SAVANNAH FOODS & INDUSTRIES, INC. EMPLOYEE RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH AUDITORS' REPORT 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 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 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 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
PARTICIPANT-DIRECTED ACCOUNTS -------------------------------------------------------------------- COMPANY STABLE VANGUARD VANGUARD VANGUARD STOCK VALUE WELLINGTON EXPLORER INDEX 500 FUND FUND FUND FUND FUND ----------- ----------- ----------- ----------- ----------- 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 =========== =========== =========== =========== =========== PARTICIPANT-DIRECTED ACCOUNTS --------------------------------------- VANGUARD VANGUARD VANGUARD U.S. INTERNATIONAL WINDSOR II GROWTH GROWTH FUND FUND FUND ----------- ----------- ------------- 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 =========== =========== ===========
8 Page 2 of 2
NONPARTICIPANT-DIRECTED TOTAL SELF-DIRECTED ESOP ACCOUNTS LOAN NON-ESOP ESOP -------------------------- FUND ACCOUNTS ACCOUNTS ALLOCATED UNALLOCATED ----------- ----------- -------------- ----------- ----------- 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) =========== =========== =========== =========== =========== TOTAL ESOP ACCOUNTS TOTAL PLAN ----------- ----------- 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 =========== ===========
The accompanying notes are an integral part of this statement. 9 SAVANNAH FOODS & INDUSTRIES, INC. EMPLOYEE RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1996
PARTICIPANT-DIRECTED ACCOUNTS --------------------------------------------------------------------------- COMPANY STABLE VANGUARD VANGUARD VANGUARD STOCK VALUE WELLINGTON EXPLORER INDEX 500 FUND FUND FUND FUND FUND ------------ ------------ ------------ ------------ ------------ 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 ============ ============ ============ ============ ============ PARTICIPANT-DIRECTED ACCOUNTS ------------------------------------------ VANGUARD VANGUARD VANGUARD U.S. INTERNATIONAL WINDSOR II GROWTH GROWTH LOAN FUND FUND FUND FUND TOTAL ------------ ------------ ------------ ------------ ------------ 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 ============ ============ ============ ============ ============
The accompanying notes are an integral part of this statement. 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
PARTICIPANT-DIRECTED ACCOUNTS ------------------------------------------------------------ VANGUARD VANGUARD COMPANY STABLE WELLINGTON EXPLORER STOCK FUND VALUE FUND FUND FUND ------------ ------------ ------------ ------------ 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 ============ ============ ============ ============ PARTICIPANT-DIRECTED ACCOUNTS -------------------------------------------- VANGUARD VANGUARD VANGUARD INDEX 500 WINDSOR II U.S. GROWTH FUND FUND FUND ------------ ------------ ------------ 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 ============ ============ ============
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PARTICIPANT-DIRECTED ACCOUNTS ------------------------- VANGUARD TOTAL SELF-DIRECTED INTERNATIONAL LOAN NON-ESOP ESOP GROWTH FUND FUND ACCOUNTS ACCOUNTS ------------ ----------- ------------ ----------- 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 ========== =========== ============ =========== NONPARTICIPANT-DIRECTED ESOP ACCOUNTS -------------------------- TOTAL ESOP ALLOCATED UNALLOCATED ACCOUNTS TOTAL PLAN ------------ ----------- ------------ ------------ 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 ============ =========== ============ ============
The accompanying notes are an integral part of this statement. 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. 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. 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 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. 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: 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
Net appreciation in fair value of investments by major investment type for the year ended December 31, 1997 is as follows: Common stock $ 4,059,079 Mutual funds 1,624,558 ----------- $ 5,683,637 ===========
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 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 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. 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. 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:
NET ASSETS BENEFITS AVAILABLE PAYABLE TO TRANSFER BENEFITS FOR PLAN PARTICIPANTS TO PLAN PAID BENEFITS ------------ ------------ ----------- ----------- 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 ============ ============ =========== ===========
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
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 - ------------------------------------------------------ ----------------------------------------- ------------ ------------- * 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
22 SCHEDULE I Page 2 of 2
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 - ------------------------------------------------------ --------------------------------------------- ------------ ------------ * 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 ===========
*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. 23 SCHEDULE II SAVANNAH FOODS & INDUSTRIES, INC. EMPLOYEE RETIREMENT SAVINGS PLAN ITEM 27B--SCHEDULE OF LOANS IN DEFAULT DECEMBER 31, 1997
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 - ---------------------------- ------- ----------------- -------- ----------------------------------- ------------ ----------- * 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
*Party in interest. The accompanying notes are an integral part of this schedule. 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
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 - ----------------------------------- ------------------------------------- ------------ ----------- * 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 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) - ----------------------------------- ------------------------------------- ------------ ----------- ----------- ----------- * 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
*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. EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 -----END PRIVACY-ENHANCED MESSAGE-----