<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1997.
Registration No. 333-18263
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3
TO FORM S-1 ON FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUIZA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2559681
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3811 TURTLE CREEK BLVD., SUITE 1300
DALLAS, TEXAS 75219
(214) 528-0939
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
Gregg L. Engles COPIES TO:
Chairman of the Board and William A. McCormack
Chief Executive Officer Jon L. Mosle
3811 Turtle Creek Blvd. Hughes & Luce, L.L.P.
Suite 1300 1717 Main Street, Suite 2800
Dallas, Texas 75219 Dallas, Texas 75201
(214) 528-0939 (214) 939-5500
(Name, address, and telephone number,
including area code, of agent for service)
---------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
----------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 625,000 $17.75(2) $11,093,750(2) $3,825.43(3)
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the high and low price per share of Suiza Foods
Corporation on September 25, 1996, as reported by the Nasdaq Stock Market's
National Market.
(3) Previously paid.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BE COME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
SUIZA FOODS CORPORATION
625,000 SHARES
COMMON STOCK
-------------------------------
This Prospectus relates to an offering of up to 625,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of Suiza Foods
Corporation, a Delaware corporation (the "Company" or "Suiza Foods").
The Common Stock being registered is being offered for the account of
T. Rowe Price, a stockholder of the Company (the "Selling Stockholder"). See
"Selling Stockholder." The Company will not receive any proceeds from the
sale of shares of Common Stock offered hereby. The shares may be offered in
transactions on the New York Stock Exchange (the "NYSE"), in negotiated
transactions, or through a combination of such methods of distribution, at
prices relating to the prevailing market prices or at negotiated prices. See
"Plan of Distribution."
The Common Stock is quoted on the NYSE under the symbol "SZA." On
June 9, 1997 the last sale price of the Common Stock, as reported on the NYSE,
was $35.88 per share.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
-------------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make and representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
other information and representations must not be relied upon as having been
authorized by the Company or the Selling Stockholder. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of any
offer to by, any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
-------------------------------
The date of this Prospectus is June 11, 1997.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, information statements, and other
information filed by the Company with the Commission pursuant to the
requirements of the Exchange Act may be inspected and copied at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and at
the following regional offices of the Commission: New York Regional Office,
Seven World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60606. Copies of such material may be obtained from
the Public Reference Room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company is a publicly held
corporation and its Common Stock is traded on the NYSE under the symbol
"SZA." Reports, proxy statements, information statements and other
information can also be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005. The Commission maintains a Web site that
contains reports, proxy statements, information statements and other
information regarding the Company. The Commission's Web site address is
http://www.sec.gov.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3, (together with all exhibits thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all information set forth in the Registration Statement. Certain
parts of the Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information, reference
is made to the Registration Statement which can be inspected at the public
reference rooms at the offices of the Commission.
-2-
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be directed
to:
Suiza Foods Corporation
3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219
Attn: Corporate Secretary
(214) 528-0939
The Company's (i) Annual Report on Form 10-K, which contains audited
financial statements for the fiscal year ended December 31, 1996, (ii) all
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the Form 10-K, and (iii) a description of the Common Stock contained in the
Company's registration statement on Form 8-A, dated February 19, 1997 (File
No. 001-127-55), including any amendment or reports filed for the purpose of
updating such description, are hereby incorporated by reference into this
Prospectus.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering relating to
this Prospectus will be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement incorporated or deemed to be incorporated by reference herein
will be deemed to be modified, replaced, or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded will be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
-3-
<PAGE>
THE COMPANY
Suiza Foods is a leading manufacturer and distributor of fresh milk
products, refrigerated ready-to-serve fruit drinks and coffee in Puerto Rico,
fresh milk and related dairy products in Florida, California and Nevada, and
packaged ice in Florida and the southwestern United States.
The Company conducts its dairy operations primarily through its Puerto
Rico dairy subsidiaries ("Suiza-Puerto Rico"), Velda Farms, Inc. ("Velda
Farms"), Swiss Dairy Corporation and Model Dairy, Inc. and its ice operations
through Reddy Ice Corporation ("Reddy Ice"). Each of these subsidiaries is a
strong regional competitor with an established reputation for customer
service and product quality. These subsidiaries market their products
through extensive distribution networks to a diverse group of customers,
including convenience stores, grocery stores, schools and institutional food
service customers. The Company has grown primarily through acquisitions.
Through these acquisitions, the Company has realized economies of scale and
operating efficiencies by eliminating duplicative manufacturing,
distribution, purchasing and administrative operations.
The Company was formed to become a holding company for Suiza-Puerto
Rico, Velda Farms and Reddy Ice pursuant to a corporate combination accounted
for as a pooling of interests (the "Combination"). In the Combination, which
was completed on March 31, 1995, all of the equity interests in certain
entities that became subsidiaries of the Company were converted into shares
of Common Stock, or options to acquire shares of Common Stock. The Company
is a Delaware corporation with its principal offices located at 3811 Turtle
Creek Boulevard, Suite 1300, Dallas, Texas 75219 (telephone number
214-528-0939).
RISK FACTORS
ANY INVESTMENT IN THE COMMON STOCK HEREBY INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY AND
SHOULD CONSIDER, AMONG OTHER THINGS, THE RISKS AND THE SPECULATIVE FACTORS
INHERENT IN AND AFFECTING THE COMPANY'S BUSINESS DESCRIBED BELOW AND
THROUGHOUT THIS PROSPECTUS.
POTENTIAL LIMITATIONS ON EXPANSION
The Company intends to grow principally through acquisitions of dairy
and ice operations or other food related businesses. The Company will
evaluate specific acquisition opportunities based on market conditions and
economic factors existing at the time and intends to pursue favorable
opportunities as they arise. There can be no assurance that the Company will
find suitable acquisition candidates or succeed in integrating any acquired
business into the Company's existing business or in retaining key customers
of acquired businesses. There can also be no assurance that the Company will
have sufficient available capital resources to realize its acquisition
strategy.
-4-
<PAGE>
COMPETITION
The Company's dairy, fruit drink, food distribution and ice businesses
are subject to significant competition from regional dairy operations and
large national food service distributors that operate in the Company's
markets. Competition in the dairy processing, fruit drink and food
distribution businesses is based primarily on service, price, brand
recognition, quality and breadth of product line. Many of the Company's
competitors are larger, better capitalized and have greater financial,
operational and marketing resources than the Company.
The dairy industry has excess capacity and has been in the process of
consolidation for many years. Excess capacity has resulted from the
development of more efficient manufacturing techniques, the establishment of
captive dairy manufacturing operations by large grocery retailers and
relatively little growth in the demand for fresh milk products. The
increased use of captive dairy manufacturing operations by the Company's
customers could have an adverse effect on the Company's operations.
The packaged ice business is also highly competitive. The Company faces
a number of competitors in the packaged ice business, including smaller
independent ice manufacturers, convenience and grocery retailers that operate
captive commercial ice plants and retailers that manufacture and package ice
at store locations. Competition exists primarily on a regional basis, with
service, price and quality as the principal competitive factors. A
significant increase in the utilization of captive commercial ice plants or
on-site manufacturing by operators of large retail chains served by the
Company could have an adverse effect on the Company's operations.
SUBSTANTIAL INDEBTEDNESS
The Company has substantial indebtedness. The Company's senior credit
facility and related debt service obligations (i) limit the Company's ability
to obtain additional financing in the future; (ii) require the Company to
dedicate a significant portion of the Company's cash flow to the payment of
principal and interest on its indebtedness, thereby reducing the funds
available to the Company for other purposes; (iii) limit the Company's
flexibility in planning for, or reacting to, changes in its business and
market conditions; and (iv) impose additional financial and operational
restrictions on the Company, including restrictions on dividends.
The Company's ability to make scheduled payments on its indebtedness
depends on its financial and operating performance, which is subject to
prevailing economic conditions and to financial, business and other factors,
some of which are beyond the Company's control. The Company has pledged
substantially all of its assets, including the stock of its operating
subsidiaries (except for 35% of the capital stock of its Garridoy Compania,
Inc. subsidiary), to secure the Company's indebtedness under the senior
credit facility. The failure of the Company to comply with the financial and
other restrictive covenants under the senior credit facility may result in an
event of default which, if not cured or waived, could have a material adverse
effect on the Company. The Company has entered into various interest rate
agreements to reduce its exposure to interest rate fluctuations under the
senior credit facility. These agreements have the
-5-
<PAGE>
effect of fixing the Company's interest rate with respect to a portion of its
indebtedness under the senior credit facility.
GOVERNMENT REGULATION; RAW MATERIAL COSTS
The supply and price of milk in Puerto Rico are regulated under Puerto
Rico law. The government of Puerto Rico establishes an industry-wide
production ceiling and sets the prices that may be charged for milk at the
dairy farm level and the maximum prices that may be charged at the processor
and retail levels. These prices are reviewed on an annual basis and remain
fixed unless changed by the government. The price controls in Puerto Rico
make the Company vulnerable to increases in the costs of manufacturing,
packaging and distributing its products. There can be no assurance that the
Company's operating results will not be adversely affected by price levels
set by the government.
The price of raw milk in the mainland United States fluctuates based on
supply and demand, with minimum support prices established monthly on a
regional basis by federal and/or state government agencies. Congress has
recently passed legislation to phase out support prices over a specified
period. There can be no assurance that a material increase in milk prices in
the mainland United States will not occur or that any such increase would not
reduce the profitability of the Company's operations.
The Company's operations are also subject to other federal, Puerto Rico,
state and local governmental regulation.
SEASONALITY OF ICE BUSINESS
The Company's ice business is seasonal, with its highest sales occurring
during the second and third calendar quarters. Because the Company's results
of operations for its ice business depend significantly on sales during its
peak season, adverse weather during this season (such as an unusually mild or
rainy period) could have a disproportionate impact on the Company's results
of operations for the full year.
DEPENDENCE ON KEY PERSONNEL
The future success of the Company's business operations is dependent in
part on the efforts and skills of certain key members of management. The
loss of any of these persons could have an adverse effect on the Company.
The Company has entered into employment agreements with each Messrs. Engles
and C. O. Beshears which extend until March 31, 1999 and which include
certain compensation arrangements and non-compete provisions. The Company
has not obtained key man life insurance with respect to any of its key
members of management.
LIMITATIONS ON FAVORABLE TAX TREATMENT
Under Section 936 of the Internal Revenue Code of 1986, as amended, a
portion of the Company's income derived from its dairy, fruit drink and
plastic bottle operations in Puerto Rico
-6-
<PAGE>
qualifies for a tax credit that has the effect of reducing or eliminating
United States income taxes on income derived from these operations. In the
Revenue Reconciliation Act of 1993, the United States Congress imposed
certain limitations on the availability of the Section 936 credit. In August
1996, Congress passed the Small Business Job Protection Act of 1996 which
contains further restrictions on the availability of Section 936 credits and
eliminates Section 936 altogether by December 31, 2005. These limitations,
combined with certain other provisions in the tax code that govern the
allocation among affiliated corporations of credits derived under Section
936, may limit the amount of the tax credit available to the Company prior to
the expiration of Section 936. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Tax Benefits."
ANTITAKEOVER PROVISIONS
The Company's charter and bylaws contain provisions that may delay,
defer or prevent a change in control of the Company. Among other things,
these provisions: (i) authorize the Board of Directors to issue preferred
stock in series with the terms of each series to be fixed by the Board of
Directors; (ii) divide the Board of Directors into three classes so that only
approximately one-third of the total number of directors will be elected each
year; (iii) permit directors to be removed only for cause; and (iv) specify
advance notice requirements for stockholder proposals and director
nominations.
-7-
<PAGE>
SELLING STOCKHOLDER
The table below sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Stockholder
immediately prior to this offering and as adjusted to reflect the sale of
shares of Common Stock pursuant to the offering. All information with
respect to the beneficial ownership has been furnished by the Selling
Stockholder:
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering(1)
------------------------------ ---------------------
Number of Percent of Shares to Number of Percent of
Name of Beneficial Owner Shares Class be Sold Shares Class
- ------------------------ -------- ------- ------- -------- -------
T. Rowe Price(2) 625,000 5.8% 625,000 -0- -0-
- ----------------
(1) Assumes all the shares of Common Stock that may be offered are sold.
(2) T. Rowe Price's address is 100 East Pratt Street, Baltimore, Maryland
21202.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time to
time directly, or by one or more broker-dealers or agents, in one or more
transactions (which may involve crosses and block transactions) on the NYSE,
in negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at negotiated
prices.
If one or more broker-dealers or agents agree to sell the Common Stock,
they may do so by purchasing the Common Stock as principals or by selling the
Common Stock as agent for the Selling Stockholder. Any such broker-dealers
may receive compensation in the form of discounts, concessions, or
commissions from the Selling Stockholder or the purchasers of the shares of
Common Stock for which such broker-dealer may act as agent or to whom they
sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Hughes & Luce, L.L.P., Dallas, Texas. William A. McCormack, a
partner with Hughes & Luce, L.L.P., beneficially owns 41,795 shares of Common
Stock.
EXPERTS
The financial statements incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996 have been audited by
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<PAGE>
Deloitte & Touche LLP, independent public accountants, as stated in their
report which is incorporated herein by reference and have been so
incorporated in reliance upon their authority as experts in accounting and
auditing.
-9-
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the estimated expenses to be incurred in
connection with the offering described in this Registration Statement, all of
which will be paid by the Company.
Registration fee $ 3,825
Accounting fees and expenses 15,000
Legal fees and expenses 25,000
Blue Sky fees and expenses (including counsel fees) 5,000
Miscellaneous expenses 2,000
-------
Total: $65,825
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that no director of the
Company will be personally liable to the Company or any of its stockholders for
monetary damages arising from the director's breach of fiduciary duty as a
director, with certain limited exceptions.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, judgments, fines and amounts paid in settlement and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests, or not opposed to the
best interests, of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.
The Company's Certificate of Incorporation contains provisions requiring it
to indemnify its officers and directors to the fullest extent permitted by the
Delaware General Corporation Law.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) and 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on June 11, 1997.
SUIZA FOODS CORPORATION
By: /s/ Tracy L. Noll
---------------------------------------
Tracy L. Noll
Vice President, Chief Financial Officer
(Principal Financial and Accounting
Officer)
II-4
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Suiza Foods Corporation,
hereby severally constitute and appoint Gregg L. Engles and Tracy L. Noll, and
each of them, our true and law attorneys-in-fact and agents, with full power of
substitution and resubstitution, for each of us in our name, place and stead, in
any and all capacities, to sign Suiza Food Corporation's Registration Statement
on Form S-1, and any other Registration Statement relating to the same offering,
and any and all amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grant to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as each of us might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief June 11, 1997
- --------------------------- Executive Officer and Director
Gregg L. Engles (Principal Executive Officer)
* Director June 11, 1997
- ---------------------------
Cletes O. Beshears
* Director June 11, 1997
- ---------------------------
Hector M. Nevares
* Director June 11, 1997
- ---------------------------
Gayle O. Beshears
* Director June 11, 1997
- ---------------------------
Stephen L. Green
* Director June 11, 1997
- ---------------------------
Robert L. Kaminski
* Director June 11, 1997
- ---------------------------
David F. Miller
* Director June 11, 1997
- ---------------------------
P. Eugene Pender
* Director June 11, 1997
- ---------------------------
Robert Piccinini
*By: /s/ Tracy L. Noll
- ---------------------------
Tracy L. Noll,
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits Page
------ ----------------------- ----
4.1 Specimen of Common Stock Certificate. (Filed Exhibit 4.1
to the Company's Registration Statement on Form S-1,
Registration No. 333-1858, and incorporated herein by
reference.)
*5.1 Opinion of Hughes & Luce, L.L.P.
*23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1)
**23.2 Consent of Deloitte & Touche LLP
*24.1 Power of Attorney (included in Part II of this Registration
Statement)
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* Previously Filed.
** Filed Herewith.
<PAGE>
Exhibit 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-18263 of Suiza Foods Corporation on Form S-3
of our report dated February 18, 1997, appearing in the Annual Report of
Form 10-K of Suiza Foods Corporation for the year ended December 31, 1996
and to the reference to us under the heading "Experts" in the Prospectus,
which is a part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dallas, Texas
June 6, 1997
