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
JULY 14, 1997
_________________________________
(Date of earliest event reported)
SAVANNAH FOODS & INDUSTRIES, INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
DELAWARE 1-11420 58-1089367
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
P.O. BOX 339, SAVANNAH, GEORGIA 31402
____________________________________________________________
(Address of principal executive offices, including zip code)
(912) 234-1261
____________________________________________________
(Registrant's telephone number, including area code)
NOT APPLICABLE
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
For simplicity, the entities referred to herein
are as follows:
Company - Savannah Foods & Industries, Inc.
Flo-Sun - Flo-Sun Incorporated
Florida Crystals - XSF Holdings, Inc. XSF
Holdings is currently a subsidiary of Flo-Sun which will
hold the United States based sugar operations of the
Restructured Companies.
Restructured Companies - refers to ODH
Corporation, a Delaware corporation ("ODH"), Okeelanta
Corporation, a Delaware corporation ("Okeelanta"), and
Flo-Sun Land Corporation, a Florida corporation ("FSL").
Pursuant to a restructuring (the "Restructuring") to be
consummated immediately prior to the consummation of the
merger described below, such companies will become
subsidiaries of Florida Crystals.
DXE Merger Corp. - a wholly owned subsidiary of
XSF Holdings, Inc. established for purposes of this
transaction with which Savannah Foods & Industries, Inc.
is anticipated to merge.
*********
On July 14, 1997, Savannah Foods & Industries,
Inc., a Delaware corporation (the "Company"), entered
into an Agreement and Plan of Merger (the "Merger
Agreement") with XSF Holdings, Inc., a Delaware
corporation ("XSF Holdings"), DXE Merger Corp., a
Delaware corporation and a wholly owned subsidiary of XSF
Holdings ("DXE"), and Flo-Sun Incorporated, a Florida
corporation ("Flo-Sun"). Pursuant to and subject to the
terms and conditions of the Merger Agreement, DXE will
merge with and into the Company, with the Company
surviving as a wholly-owned subsidiary of XSF Holdings
(the "Merger" and, together with the other transactions
contemplated by the Merger Agreement, the
"Transactions"). A copy of the Merger Agreement is
attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
Pursuant to the Merger and the Merger
Agreement, each share of Common Stock, par value $.25 per
share, of the Company (the "Company Common Stock") issued
and outstanding immediately prior to the date of the
Merger (the "Effective Time") shall (other than any
shares of Company Common Stock held by the Company as
treasury stock or owned by XSF Holdings or any subsidiary
of XSF Holdings immediately prior to the Effective Time)
be converted into the right to receive one share of Class
A Common Stock, par value $.01 per share (the "Class A
Common Stock"), of XSF Holdings.
Upon completion of the Merger, and assuming all
holders of equity securities of the Restructured
Companies accept the proposal that has been made to
them to participate in the Restructuring (see below),
Flo-Sun will own approximately 39.4% of the capital
stock of XSF Holdings, certain other stockholders of the
Restructured Companies will own approximately 19.1% of
the capital stock of XSF Holdings, and current
stockholders of the Company will in the aggregate have
the right to receive approximately 41.5% of the capital
stock of XSF Holdings. In the event that holders of
fewer than 100% of the equity securities of the
Restructured Companies participate in the Restructuring,
the current stockholders of the Company will in the
aggregate receive proportionately more than 41.5% of the
capital stock of XSF Holdings. Flo-Sun's interest will
be held in shares of Class B Common Stock, par value $.01
per share (the "Class B Common Stock"), of XSF Holdings.
Each share of Class B Common Stock will entitle the
holder thereof to eight votes on all matters submitted to
a vote of the stockholders of XSF Holdings. Each share
of Class A Common Stock will entitle the holder thereof
to one vote on all such matters.
A copy of the unaudited condensed combined
financial statements of XSF Holdings is attached as
Exhibit 99.2 hereto and is incorporated herein by
reference. Such financial statements are presented as
if all holders of equity securities of the Restructured
Companies accept the proposal that has been made to
them to participate in the Restructuring. As of July 17,
1997, over 80% of such equity securities were committed
to participate in the Restructuring (including all of the
equity securities of FSL). No assurances can be given
that the remaining holders of equity securities of the
Restructured Companies will elect to participate in the
Restructuring. Any such holder who does not participate
would continue to own equity securities of ODH or
Okeelanta, as the case may be, after consummation of the
Restructuring.
Consummation of the Merger is subject to
certain conditions, including, among other things,
approval by the stockholders of the Company, expiration
of the applicable waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended,
the effectiveness of the registration statement relating
to the shares of Class A Common Stock issued in
connection with the Merger and the listing of such
shares.
In addition, the Company entered into an
amendment, dated as of July 14, 1997, (the "Rights
Agreement Amendment"), to its Rights Agreement, dated as
of March 31, 1989, for the purpose of excluding XSF
Holdings, DXE and Flo-Sun from the definition of
Acquiring Person as a result of the approval, execution
or delivery of the Merger Agreement or consummation of
the Transactions. A copy of the Rights Agreement
Amendment is attached as Exhibit 99.3 hereto and is
incorporated herein by reference.
On July 15, 1997, the Company and XSF Holdings
issued a joint press release announcing, among other
things, the execution of the Merger Agreement. A copy of
such press release is filed as Exhibit 99.4 hereto and is
incorporated herein by reference.
The above information is only a brief
description of certain of the terms of the Merger
Agreement, the Rights Agreement Amendment and the
transactions contemplated thereby. Such description does
not purport to be complete and is qualified in its
entirety by reference to Exhibits 99.1, 99.2, 99.3 and
99.4 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) EXHIBITS:
EX. NO. DESCRIPTION
99.1 Agreement and Plan of Merger, dated as of
July 14, 1997, by and among XSF Holdings,
DXE, the Company and Flo-Sun.
99.2 Unaudited condensed combined financial
statements of XSF Holdings.
99.3 First Amendment, dated as of July 14,
1997, to the Rights Agreement, dated as of
March 31, 1989, between the Company and
Wachovia Bank, N.A., as successor Rights
Agent to Citizens and Southern Trust
Company (Georgia), N.A.
99.4 Text of Press Release issued by the
Company and XSF Holdings on July 15, 1997.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: July 21, 1997
SAVANNAH FOODS & INDUSTRIES,
INC.
By: /s/ Gregory H. Smith
---------------------------
Gregory H. Smith
Senior Vice President,
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
EX. NO. DESCRIPTION
99.1 Agreement and Plan of Merger, dated as of
July 14, 1997, by and among XSF Holdings,
DXE, the Company and Flo-Sun.
99.2 Unaudited condensed combined financial
statements of XSF Holdings.
99.3 First Amendment, dated as of July 14,
1997, to the Rights Agreement, dated as of
March 31, 1989, between the Company and
Wachovia Bank, N.A., as successor Rights
Agent to Citizens and Southern Trust
Company (Georgia), N.A.
99.4 Text of Press Release issued by the
Company and XSF Holdings on July 15, 1997.