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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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):
DECEMBER 10, 1997 (NOVEMBER 25, 1997)
SUIZA FOODS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-12755 75-2559681
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
3811 TURTLE CREEK BLVD., SUITE 1300
DALLAS, TEXAS 75219
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(214) 528-0939
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 25, 1997, Suiza Foods Corporation (the "Registrant")
completed the acquisition of Country Fresh, Inc. ("Country Fresh"). The
acquisition was effected through the merger (the "Country Fresh Merger") of CF
Acquisition Corp., a wholly-owned subsidiary of the Registrant ("CFAC"), with
and into Country Fresh pursuant to an Agreement and Plan of Merger (the "Country
Fresh Agreement"), dated as of September 18, 1997, by and among the Registrant,
CFAC, and Country Fresh.
Pursuant to the Country Fresh Agreement, each former holder of
common stock, no par value, of Country Fresh ("Country Fresh Common Stock")
has the right to receive, in exchange for each such share, 0.5454 shares of
the common stock, par value $0.01 per share, of the Registrant ("Suiza Common
Stock"), along with an amount in cash (without interest) in lieu of
fractional shares of Suiza Common Stock at the rate of $40.00 per share of
Suiza Common Stock. Each former holder of preferred stock, no par value, of
Country Fresh has the right to receive, in exchange for each such share, one
share of preferred stock, par value $0.01 per share, of the Registrant. To
the extent that cash was required in order to discharge indebtedness of
Country Fresh at the closing of the Country Fresh Merger, the Registrant
borrowed the necessary funds under its senior credit facility with a group of
banks led by First Union National Bank and First National Bank of Chicago
(the "Facility").
The consideration for the Country Fresh Merger was determined by
arm's-length negotiations between representatives of the Registrant and Country
Fresh based on a number of factors, as more fully disclosed in the Proxy
Statement/Prospectus of Country Fresh dated October 24, 1997.
Country Fresh's shareholders approved the Country Fresh Agreement and
the Country Fresh Merger at a special meeting held on November 25, 1997. The
approval of the Registrant's stockholders was not required with respect to the
Country Fresh Merger.
At the time of the Country Fresh Merger, Country Fresh and its
subsidiaries owned certain plant, equipment, and other physical property devoted
principally to the production of dairy products. The Registrant intends to
continue to devote such acquired assets to these purposes.
(b) On November 26, 1997, the Registrant completed the acquisition of
The Morningstar Group Inc. ("Morningstar"). The acquisition was effected
through the merger (the "Morningstar Merger") of SF Acquisition Corporation, a
wholly-owned subsidiary of the Registrant ("SFAC"), with and into Morningstar
pursuant to an Agreement and Plan of Merger (the "Morningstar Agreement"), dated
as of September 28, 1997, by and among the Registrant, SFAC, and Morningstar.
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Pursuant to the Morningstar Agreement, each former holder of common
stock, par value $0.01 per share, of Morningstar ("Morningstar Common Stock")
has the right to receive, in exchange for each such share, 0.85 shares of
Suiza Common Stock, along with an amount in cash in lieu of fractional shares
of Suiza Common Stock at the rate of $53.20 per share of Suiza Common Stock.
To the extent that cash was required in order to discharge indebtedness of
Morningstar at the closing of the Morningstar Merger, the Registrant borrowed
the necessary funds under the Facility.
The consideration for the Morningstar Merger was determined by
arm's-length negotiations between representatives of the Registrant and
Morningstar based on a number of factors, as more fully disclosed in the Joint
Proxy Statement/Prospectus of the Registrant and Morningstar dated October 28,
1997.
The Registrant's stockholders approved the issuance of shares of
Suiza Common Stock pursuant to the Morningstar Agreement at a special meeting
held on November 26, 1997. Such approval was required by the Registrant's
listing agreement with the New York Stock Exchange. Morningstar's
stockholders also approved the Morningstar Agreement and the Morningstar
Merger at a special meeting held on November 26, 1997.
At the time of the Morningstar Merger, Morningstar and its
subsidiaries owned certain plant, equipment, and other physical property devoted
principally to the production of dairy and related non-dairy products. The
Registrant intends to continue to devote such acquired assets to these purposes.
ITEM 5. OTHER EVENTS.
On December 1, 1997, the Registrant issued a press release announcing
the closings of the Country Fresh Merger and the Morningstar Merger, a copy of
which is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Pursuant to General Instruction B.3. of Form 8-K, no financial
statements are required in this filing because substantially the same
information as that required has been previously reported by the Registrant
in Form S-4 registration statements related to the Country Fresh Merger and
the Morningstar Merger, which were declared effective on October 24, 1997 and
October 28, 1997, respectively.
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(b) PRO FORMA FINANCIAL INFORMATION.
Pursuant to General Instruction B.3. of Form 8-K, no PRO FORMA
financial information is required in this filing because substantially the
same information as that required has been previously reported by the
Registrant in Form S-4 registration statements related to the Country Fresh
Merger and the Morningstar Merger, which were declared effective on October
24, 1997 and October 28, 1997, respectively.
(c) EXHIBITS.
See "Index to Exhibits."
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SIGNATURES
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: December 10, 1997 SUIZA FOODS CORPORATION
By: /s/ Tracy L. Noll
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Tracy L. Noll
VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of September 18, 1997, by and
among the Registrant, CFAC, and Country Fresh (incorporated by reference
to Appendix A to the Registrant's Registration Statement on Form S-4
(Registration No. 333-37861)).
2.2 Agreement and Plan of Merger, dated as of September 28, 1997, by and
among the Registrant, SFAC, and Morningstar (incorporated by reference
to Appendix A to the Registrant's Registration Statement on Form S-4
(Registration No. 333-37869)).
4.1 Suiza Foods Corporation Certificate of Designation of Preferences of
Series A Preferred Stock.
99.1 Press Release dated December 1, 1997.
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EXHIBIT 4.1
SUIZA FOODS CORPORATION
CERTIFICATE OF DESIGNATION OF PREFERENCES
OF SERIES A PREFERRED STOCK
The undersigned, Gregg L. Engles, does hereby certify:
(a) that he is, and at all times mentioned herein was, the duly elected
and acting Chairman and Chief Executive Officer of Suiza Foods Corporation, a
Delaware corporation (the "Corporation");
(b) that the Corporation's Certificate of Incorporation filed on
September 19, 1994, as amended (the "Certificate of Incorporation") authorizes
the directors to adopt resolutions fixing the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of any
series of Preferred Stock; and
(c) the Board of Directors adopted the following resolution by unanimous
written consent dated October 20, 1997:
WHEREAS, the Certificate of Incorporation authorizes a class of stock
designated Preferred Stock (the "Preferred Stock"), comprising 1,000,000 shares,
par value $0.01 per share, and provides that such Preferred Stock may be issued
from time to time in one or more series, and vests authority in the Board of
Directors of the Corporation, within the limitations and restrictions stated in
Article IV of the Certificate of Incorporation, to fix or alter the voting
powers, designations, preferences and relative participating, optional or other
special rights, rights and terms of redemption, the redemption price or prices
and the liquidation preferences of any wholly unissued series of Preferred Stock
within the limitations set forth in the Delaware General Corporation Law;
WHEREAS, the Corporation has not previously filed with the Secretary of the
State of Delaware a "Certificate of Designation of Preferences of Preferred
Stock" with respect to any shares of the Corporation's authorized but unissued
Preferred Stock;
WHEREAS, based on the foregoing, there remains the full 1,000,000 shares of
the Corporation's authorized but unissued Preferred Stock eligible for
designation by the Corporation with respect to new series thereof;
WHEREAS, the Corporation proposes to make an offering of up to 11,691
shares of a new series of Preferred Stock (the "Offering"); and
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WHEREAS, it is the desire of the Board of Directors to designate a series
of Preferred Stock and to fix the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof in connection with the
Offering;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation, does hereby designate
11,691 shares of authorized but unissued Preferred Stock as Series A Preferred
Stock (the "Series A Preferred Stock"), and does hereby fix the voting powers,
preferences, and relative participation, optional, or other special rights and
qualifications, limitations, or restrictions thereof as follows:
1. STATED VALUE. The Series A Preferred Stock shall have a stated
value of $320 per share.
2. DIVIDENDS. The holders of Series A Preferred Stock, in
preference to the holders of the Common Stock, shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available to distribution to stockholders, cumulative dividends of
$25.60 per share per annum, and no more. Dividends shall accumulate and
(if declared) be payable semiannually on the first day of March and
September in each year (each a "Dividend Payment Date" or collectively,
"Dividend Payment Dates"), commencing March 1, 1998, except that if any
Dividend Payment Date is not a business day in Dallas, Texas, then such
semi-annual dividend shall be payable on the next succeeding business day
and such next succeeding business day shall be the Dividend Payment Date.
Dividends on the shares of Series A Preferred Stock shall accrue and be
cumulative from the date of their original issue and (if declared) will be
payable on each Dividend Payment Date to stockholders of record on the
record date, which shall be not more than 45 days nor less than 10 days
preceding such Dividend Payment Date, fixed for such purpose by Board of
Directors in advance of such Dividend Payment Date. If no date is fixed by
the Board of Directors, the record date shall be 10 days preceding the
Dividend Payment Date. The amount of dividends payable on shares of Series
A Preferred Stock for each full semiannual dividend period shall be
computed by dividing $25.60 by two. Dividends payable on the Series A
Preferred Stock for any period less than a full semiannual period shall be
computed on the basis of a 360-day year of twelve 30-day months; provided,
however, that the dividends payable on the Series A Preferred Stock for the
initial dividend period shall be $12.80. Notwithstanding the foregoing,
and except as provided below in Section 4 with respect to certain
redemptions, dividends on the Series A Preferred Stock do not accrue until
the applicable Dividend Payment Date, at which time they accrue in full.
Dividends paid on shares of Series A Preferred Stock in an amount less than
the total amount of the dividends at the time, accumulated and payable on
such shares shall be allocated PRO RATA on a share-by-share basis among all
such shares at the time outstanding. No interest shall be payable on any
dividends paid after the applicable Dividend Payment Date.
So long as any shares of Series A Preferred Stock shall be
outstanding, no dividend shall be paid or declared, no funds shall be set
aside for payment of dividends, and no distribution shall be made on the
Common Stock or other Preferred Stock of the
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Corporation ranking junior to the Series A Preferred Stock until all
dividends accrued on the Series A Preferred Stock have been paid for the
current and all prior dividend periods.
3. LIQUIDATION PREFERENCE. Upon the liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or
involuntary, the holders of Series A Preferred Stock shall be entitled to
receive in full out of the assets of the Corporation available for
distribution to stockholders, including its capital, before any amount
shall be paid to, or distributed among, the holders of Common Stock or
other Preferred Stock ranking junior to the Series A Preferred Stock, the
sum of $320 per share, plus all accrued and unpaid dividends to the time of
payment.
4. REDEMPTION.
4.01 OPTION TO REDEEM. Outstanding shares of Series A Preferred
Stock may be redeemed, as a whole or in part, at the option of the
Corporation by vote of its Board of Directors at any time or from time
to time, upon no less than 30 or more than 120 days' notice. If less
than all the outstanding shares of the Series A Preferred Stock are to
be redeemed, the shares to be redeemed shall be determined by lot or
pro rata, in the manner that the Board of Directors prescribes. The
redemption price for shares of the Series A Preferred Stock shall be
$320 per share plus accrued and unpaid dividends to the date fixed for
redemption. For purposes of redemptions made under this Section 4.01
only, pro rata dividends on any shares of Series A Preferred Stock to
be redeemed shall be deemed to accrue as of the date fixed for
redemption upon satisfaction of the requirements set forth in Section
4.03 below.
4.02 NOTICE. Written notice of redemption shall be given to each
holder of record of the shares of Series A Preferred Stock to be
redeemed, by mailing a notice of redemption to the holder by first
class mail, at the holder's address as it shall appear on the stock
record books of the Corporation, at least 30 days and not more than
120 days before the date fixed for redemption. Each notice shall
specify the shares of stock to be redeemed, the redemption price, the
date fixed for redemption, the place for payment of the redemption
price and for surrender of the certificate representing the shares to
be redeemed, and if less than the total number of shares held by the
holder are to be redeemed, the number of shares of the holder to be
redeemed.
4.03 SET ASIDE OF REDEMPTION FUNDS. If notice of redemption
shall have been given as provided in Section 4.02 and if, on or before
the date fixed for redemption, the redemption price shall have been
provided and set aside by the Corporation (with a bank with trust
powers or in a separate account of the Corporation) for the pro rata
benefit of the holders of the shares called for redemption, then, from
and after the date fixed for redemption, the shares of Series A
Preferred Stock called for redemption shall no longer be deemed
outstanding, the dividends on the shares shall cease to accumulate,
and all rights
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with respect to the shares shall cease and terminate, except only the
right of the holders of the shares to receive the redemption price of
the shares called for redemption, but without interest. The Board of
Directors may designate a bank with trust powers as a depositary of
the funds to be used for redemption of the shares and as agent of the
Corporation for the giving of the notices of redemption, the receipt
of the shares called for redemption and the payment of the redemption
price, the acts of the designated agent on behalf of the Corporation
to be as effective and to have the same results as if the acts were
done by the Corporation.
Any monies deposited by the Corporation with a designated bank
and unclaimed at the end of six years from the date fixed for
redemption shall be repaid to the Corporation upon its request, after
which repayment the holders of the shares called for redemption shall
look only to the Corporation for the payment of those monies.
4.04 NO SINKING FUND. The Corporation shall not be obligated to
make payments into or to maintain any sinking fund for the Series A
Preferred Stock.
5. VOTING. Each share of Series A Preferred Stock shall have one
vote on all matters upon which holders of Common Stock are entitled to
vote. Shares of Series A Preferred Stock and shares of Common Stock shall
be treated as one class or series of shares for all voting purposes except
to the extent a class or series vote is provided by law.
6. PREEMPTIVE RIGHTS. No holders of any shares of Series A
Preferred Stock, as such, shall have any preemptive or preferential right
to subscribe for or purchase any shares of any class or series of capital
stock of the Corporation, now or later authorized, or any securities
convertible into, or carrying options or warrants to purchase, shares of
any class or series, now or later authorized, whether issued for cash,
property, services, by way of dividends or otherwise.
7. LIMITATIONS. In addition to other rights as may be provided
under applicable law, without the affirmative vote of the holders of a
majority of the outstanding Series A Preferred Stock, the Corporation may
not authorize or create any class or series of stock ranking prior to the
Series A Preferred Stock with respect to dividends or the distribution of
assets in liquidation.
The undersigned further certifies that the authorized number of shares of
Preferred Stock is 1,000,000 and that the number of shares of this series of
Preferred Stock, the Series A Preferred Stock, none of which has been issued, is
11,691.
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IN WITNESS WHEREOF, Suiza has caused this Certificate to be executed by its
duly authorized representative as of November 17, 1997.
SUIZA FOODS CORPORATION
By: /s/ Gregg L. Engles
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Name: Gregg L. Engles
Title: Chairman and Chief Executive Officer
ATTEST:
By: /s/ Tracy L. Noll
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Name: Tracy L. Noll
Title: Secretary
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EXHIBIT 99.1
7:32 am Eastern Time
Company Press Release
Suiza Foods Completes Mergers With The Morningstar Group and Country Fresh
DALLAS--(BUSINESS WIRE)--December 1, 1997--Suiza Foods Corporation (NYSE:SZA)
today announced that it has completed the previously announced mergers with The
Morningstar Group, Inc. and Country Fresh, Inc. following approval of the
transactions by shareholders of all three Companies. The Morningstar Group
(NASDAQ:MSTR) based in Dallas, Texas is a leading manufacturer and distributor
of dairy and non-dairy specialty foods. During its 1996 fiscal year,
Morningstar reported net sales of $394 million. Country Fresh, headquartered in
Grand Rapids, Michigan reported revenues of $353 million in its most recent
fiscal year.
Gregg L. Engles, Suiza's Chairman and Chief Executive Officer, commented, "With
the completion of these mergers Suiza has become the largest dairy company in
the nation with more than $2 billion in revenues and the widest selection of
dairy case products available. Our combination with Morningstar creates a
national manufacturing and distribution network that broadens the audience for
our combined products as well as improves our efficiency. Country Fresh
provides us entry into the southern Michigan, Indiana and Ohio markets as the
leading manufacturer and distributor of a broad line of products and serving
supermarkets, institutions, convenience and specialty stores. The benefits of
these mergers are expected to make future acquisitions more accretive and
substantially improve our ability to expand our business on a national
platform."
Suiza Foods is a Dallas-based consolidator of distribution oriented food
businesses. Its principal holdings are in the dairy processing, refrigerated,
shelf-stable and frozen food products, packaged ice and plastic container
industries and include Suiza Dairy and the Garrido Coffee Company in Puerto
Rico, The Morningstar Group, Inc., Country Fresh, Inc. in Michigan, Velda Farms
Dairy in Florida, Swiss Dairy in California, Model Dairy in Nevada, Dairy Fresh
in North Carolina, Country Delite Farms in Tennessee, Garelick Farms in New
England, Franklin Plastics, and Reddy Ice, the largest packaged ice company in
the United States.
Statements in this press release other than statements of historical fact may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements, as
well as Suiza's future financial condition and results, are subject to inherent
risks and uncertainties, and actual results may differ materially from the
results discussed in these forward looking statements. Factors that might cause
such a difference include, but are not limited to: (i) a lack of suitable
acquisition candidates at acceptable prices and other limitations on Suiza's
ability to pursue its acquisition strategy, (ii) significant competition, (iii)
fluctuating raw material costs, (iv) limitations arising from Suiza's
substantial indebtedness, (v) government regulation, and (vi) various risks
related to the proposed Morningstar and Country Fresh acquisitions, including
the risk that expected cost savings cannot
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be fully realized, that revenues following the mergers are lower than
expected, and that costs or difficulties related to integrating the merged
businesses are greater than expected. Additional information concerning these
and other risk factors are contained in Suiza's latest Annual Report on Form
10-K and in each of Suiza's other recent filings with the Securities and
Exchange Commission (SEC), copies of which are available from the SEC and can
be obtained from Suiza upon request.
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Contact:
SUIZA FOODS CORPORATION
Tracy Noll, 214/528-0939
or
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler, Erika Brown
212/850-5600
