SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 12, 1997
Savannah Foods & Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11420 58-1089367
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
P.O. Box 339, Savannah, Georgia 31402
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (912) 234-1261
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 12, 1997, Savannah Foods &
Industries, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Imperial Holly Corporation,
a Texas corporation ("IHK"), and IHK Merger Sub
Corporation, a Delaware corporation and a wholly owned
subsidiary of IHK ("Merger Sub"). Pursuant to and
subject to the terms of the Merger Agreement, IHK will
commence a cash tender offer (the "Offer") to purchase
50.1% of all outstanding shares (on a fully diluted
basis) of common stock, par value $.25 per share, of the
Company (the "Company Common Stock"), at a price of
$20.25 per share, net to the seller in cash. The Offer
is conditioned upon, among other things, the tender of at
least 50.1% of the outstanding shares of Company Common
Stock. Following the successful completion of the Offer,
upon the terms and subject to the conditions contained in
the Merger Agreement, Merger Sub will be merged with and
into the Company (the "Merger"), with the Company as the
surviving corporation. At the effective time of the
Merger, each remaining issued and outstanding share of
Company Common Stock (other than those held by IHK or any
direct or indirect subsidiary of IHK) shall, subject to
dissenters rights, be converted into the right to receive
either (i) $20.25 of common stock, without par value, of
IHK (the "IHK Common Stock"), subject to a collar of
$13.25 to $17.25 per share of IHK Common Stock, or (ii)
$20.25 in cash (the "Cash Consideration"), subject to
proration. The aggregate number of shares of Company
Common Stock to be converted into the right to receive
IHK Common Stock pursuant to the Merger will be equal 30%
of all outstanding shares of Company Common Stock at the
time of the Merger; and the number of shares of Company
Common Stock to be converted into the right to receive
the Cash Consideration pursuant to the Merger will be
equal to 19.9% of all outstanding shares of Company
Common Stock at the time of the Merger. A copy of the
Merger Agreement is attached as Exhibit 99.8 hereto and
is incorporated herein by reference.
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 IHK Common Stock to be issued in
connection with the Merger and the listing of such
shares. IHK has received a commitment letter from Lehman
Brothers Commercial Paper Inc. for the funds necessary to
consummate the Offer and the Merger.
Prior to executing the Merger Agreement, on
September 12, 1997 the Company terminated the Agreement
and Plan of Merger, dated as of July 14, 1997 (the "Flo-
Sun Merger Agreement"), among XSF Holdings, Inc., DXE
Merger Corp., Flo-Sun Incorporated ("Flo-Sun") and the
Company. Pursuant to the terms of the Flo-Sun Merger
Agreement, the Company paid Flo-Sun a termination fee
equal to $5,000,000 and is obligated to reimburse Flo-Sun
for up to $3,000,000 in expenses.
In addition, the Company entered into an
amendment, dated as of September 12, 1997 (the "Second
Rights Agreement Amendment"), to its Rights Agreement,
dated as of March 31, 1989, as amended as of July 14,
1997, for the purpose of excluding IHK and Merger Sub
from the definition of Acquiring Person as a result of
the approval, execution or delivery of the Merger
Agreement or consummation of the transactions
contemplated thereby. A copy of the Second Rights
Agreement Amendment is attached as Exhibit 99.9 hereto
and is incorporated herein by reference.
On September 12, 1997, the Company and IHK
issued a joint press release announcing, among other
things, the execution of the Merger Agreement. A copy of
such press release is attached as Exhibit 99.10 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 Second 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 99.8, 99.9 and 99.10
hereto.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of the Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits:
Exhibit No. Description
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99.8 Agreement and Plan of Merger, dated as of
September 12, 1997, among IHK, Merger Sub
and the Company.
99.9 Second Amendment, dated as of September
12, 1997, to the Rights Agreement, dated
as of March 31, 1989, as amended as of
July 14, 1997, between the Company and
Wachovia Bank, N.A., as successor Rights
Agent to Citizens and Southern Trust
Company (Georgia), N.A.
99.10 Text of Press Release issued by the
Company and IHK on September 12, 1997.
SIGNATURE
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.
Dated: September 19, 1997
SAVANNAH FOODS &
INDUSTRIES, INC.
By: /s/ Gregory H. Smith
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Name: Gregory H. Smith
Title: Senior Vice President,
Chief Financial
Officer and Treasurer
Exhibit Index
Exhibit No. Description
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99.8 Agreement and Plan of Merger, dated as of
September 12, 1997, among IHK, Merger Sub
and the Company.
99.9 Second Amendment, dated as of September
12, 1997, to the Rights Agreement, dated
as of March 31, 1989, as amended as of
July 14, 1997, between the Company and
Wachovia Bank, N.A., as successor Rights
Agent to Citizens and Southern Trust
Company (Georgia), N.A.
99.10 Text of Press Release issued by the
Company and IHK on September 12, 1997.