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 18, 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.
Three purported class action lawsuits
(collectively, the "Actions") were filed on or about July
18, 1997 in the Court of Chancery of the State of
Delaware in and for New Castle County by purported
stockholders (the "Plaintiffs") of Savannah Foods &
Industries, Inc. (the "Company") against the Company,
current members and a former member of the Board of
Directors of the Company and Flo-Sun Incorporated
(collectively, the "Defendants") in connection with the
proposed merger of a subsidiary of XSF Holdings, Inc., a
newly formed corporate holding company, with and into the
Company, and certain related transactions (the
"Transactions"). The Actions allege, among other things,
that certain of the Defendants have breached the
fiduciary duties they owe the stockholders of the Company
and that the value of the common stock of the Company is
materially greater than the consideration being offered
pursuant to the Transactions. The Actions are captioned
Fredric Michael Boyk v. William W. Sprague III et al.,
C.A. 15815 (Del. Ch.), Steven Horowitz and Dina Horowitz
v. R. Eugene Cartledge et al., C.A. 15819 (Del. Ch.) and
Achimon Louis v. R. Eugene Cartledge et al., C.A. 15816
(Del. Ch.), and each seeks, among other things, a
preliminary and permanent injunction enjoining the
Defendants from consummating the Transactions, and
damages, including attorneys' fees and expenses. The
Company believes that the Plaintiffs' claims are without
merit and the Company intends to defend vigorously
against the Actions. A copy of each of the Actions is
filed as an exhibit to this Form 8-K and is incorporated
herein by reference.
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
99.5 Complaint filed by Fredric Michael Boyk
in the Delaware Court of Chancery on or
about July 18, 1997.
99.6 Complaint filed by Steven Horowitz and
Dina Horowitz in the Delaware Court of
Chancery on or about July 18, 1997.
99.7 Complaint filed by Achimon Louis in the
Delaware Court of Chancery on or about
July 18, 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 24, 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
99.5 Complaint filed by Fredric Michael Boyk in
the Delaware Court of Chancery on or about
July 18, 1997.
99.6 Complaint filed by Steven Horowitz and
Dina Horowitz in the Delaware Court of
Chancery on or about July 18, 1997.
99.7 Complaint filed by Achimon Louis in the
Delaware Court of Chancery on or about
July 18, 1997.