<PAGE>
As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333-29741
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
SUIZA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7389 75-2559681
(State or other jurisdiction (Primary standard industrial classification (I.R.S. employer
of incorporation or organization) code number) identification number)
</TABLE>
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
Chairman of the Board and Chief Executive Officer
Suiza Foods Corporation
3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219
(214) 528-0939
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
WILLIAM A. McCORMACK, ESQ.
JON L. MOSLE, ESQ.
Hughes & Luce, L.L.P.
1717 Main Street
Suite 2800
Dallas, Texas 75201
(214) 939-5500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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/
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER UNIT (1) AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 2,500,000 $33.69 $84,225,000 $25,523(2)
===================================================================================================================================
(1) Pursuant to Rule 457(c), the price is estimated solely for the purpose of calculating the registration fee and is based on the
average of high and low reported sales prices of the Common Stock of the Registrant on the New York Stock Exchange on
June 19, 1997.
(2) Previously paid.
</TABLE>
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 AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
2,500,000 SHARES
SUIZA FOODS CORPORATION
COMMON STOCK
This Prospectus constitutes a prospectus of Suiza Foods Corporation, a
Delaware corporation (the "Company"), with respect to up to 2,500,000 shares of
common stock, par value $.01 per share (the "Common Stock"), which may be
offered and issued by the Company from time to time in connection with future
acquisitions of assets or securities of companies in the food distribution
industry or other ancillary or related businesses. The consideration for the
acquisition of such assets or securities may consist of cash, the assumption of
liabilities and the shares of Common Stock being registered hereby, or any
combination thereof, as determined pursuant to arms-length negotiations between
the Company and the sellers of the assets or securities to be acquired. It is
anticipated that the shares of Common Stock issued in any such acquisitions will
be valued at a price reasonably related to the then current market value of the
Common Stock.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND 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
------------------------------------
The date of this Prospectus is August 21, 1997.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:
(1) The audited financial statements of Pre-Acquisition Velda Farms,
Garrido & Compania, Inc. and Subsidiaries, Swiss Dairy, a Corporation and Model
Dairy, Inc. included in the Company's Final Prospectus dated January 22, 1997
and filed with the Commission pursuant to Rule 424(B) on January 23, 1997 (File
No. 333-18263).
(2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (the "1996 Form 10-K").
(3) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
(4) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated February 19, 1997 (Commission File No.
001-127-55), including any amendment or report filed for the purpose of updated
such description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date of this Prospectus and prior to the
termination of the offering of Common Stock hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
filing date of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified 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 incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Subject to the foregoing, all information appearing in this Prospectus is
qualified in its entirety by the information appearing in the documents
incorporated herein by reference.
The Company will provide a copy of the documents incorporated by reference
herein (other than exhibits to such documents) without charge to each person to
whom this Prospectus is delivered, upon written or oral request by such person.
Requests should be addressed to Tracy L. Noll, Suiza Foods Corporation, 3811
Turtle Creek Blvd., Suite 1300, Dallas, Texas 75219.
2
<PAGE>
THE COMPANY
Suiza Foods Corporation is a leading manufacturer and distributor of fresh
milk and related dairy products, plastic containers and packaged ice in the
United States. The Company conducts its dairy operations primarily through its
Puerto Rico dairy subsidiaries, Velda Farms, Inc., Swiss Dairy Corporation,
Model Dairy, Inc., Dairy Fresh, Inc. and Garelick Farms, Inc., its plastics
corporation through Franklin Plastics, Inc. and its ice operations through Reddy
Ice Corporation. Each of these operating subsidiaries is a strong regional
competitor with an established reputation for customer service and product
quality. The Company's dairy and ice 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 since it was formed in
1988. Through these acquisitions, the Company has realized economies of scale
and operating efficiencies by eliminating duplicative manufacturing,
distribution, purchasing and administrative operations.
SECURITIES COVERED BY THIS PROSPECTUS
The shares of Common Stock covered by this prospectus are available for use
in future acquisitions of assets or securities of companies in the food
distribution industry or other ancillary or related businesses. The
consideration offered by the Company in such acquisitions in addition to the
shares of Common Stock offered by this Prospectus may include such cash, debt or
other securities (which may be convertible into shares of Common Stock covered
by this Prospectus), or assumption by the Company of liabilities of the business
being acquired, or a combination thereof. It is contemplated that the terms of
acquisitions will be determined by negotiations between the Company and the
management or the owners of the assets to be acquired or the owners of the
securities (including newly issued securities) to be acquired, with the Company
taking into account the quality of management, the past and potential earning
power and growth of the assets or securities to be acquired, and other relevant
factors. It is anticipated that the shares of Common Stock issued in
acquisitions will be valued at a price reasonably related to the market value of
the Common Stock either at the time the terms of the acquisition are tentatively
agreed upon or at or about the time or times of delivery of the shares.
None of the shares of Common Stock covered by this Prospectus will be
subject to restrictions on transfer under the Securities Act of 1933, as amended
(the "Securities Act"), except that shares of Common Stock to be received by
persons who are deemed to be "affiliates" (as such term is defined in Rule 144
under the Securities Act) of an acquired company or business may be resold by
them only pursuant to an effective registration statement under the Securities
Act covering such shares, in transactions permitted by the resale provisions of
Rule 145(d) under the Securities Act or Regulation S under the Securities Act
(or, in the case of any such persons who become affiliates of the Company, Rule
144 under the Securities Act) or as
3
<PAGE>
otherwise permitted under the Securities Act. This Prospectus will not be
used by such affiliates in connection with any resale of their shares of
Common Stock.
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 of the Company.
EXPERTS
The consolidated financial statements of Suiza Foods Corporation as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 the financial statements of Pre-Acquisition Velda Farms as of
April 9, 1994 and December 31, 1993 and for the period from January 1, 1994 to
April 9, 1994 and for the year ended December 31, 1993; and the financial
statements of Swiss Dairy, a Corporation, as of December 30, 1995 and December
31, 1994 and for each of the three years in the period ended December 30, 1995
incorporated by reference into this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports which are
incorporated herein by reference. The consolidated financial statements of
Garrido & Compania, Inc. as of June 30, 1996 and 1995 and for each of the years
in the three year period ended June 30, 1996 have been audited by KPMG Peat
Marwick LLP, independent auditors, as stated in their report which is
incorporated herein by reference. The financial statements of Model Dairy, Inc.
as of October 31, 1995 and 1994 and for the years then ended have been audited
by Barnard, Vogler & Co., independent auditors, as stated in their report which
is incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon the respective reports of such firms given
upon their authority as experts in accounting and auditing.
4
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement (which
term shall encompass any amendment thereto) on Form S-4 under the Securities Act
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in exhibits to the Registration Statement as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the Common Stock, reference is hereby made to the Registration
Statement and the exhibits and schedules thereto. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
The Company is subject to the informational requirements of 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".
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or any other person. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities within any jurisdiction to or from any person to whom it is unlawful
to make such offer or solicitation within such jurisdiction. Neither the
delivery of this Prospectus nor any distribution of securities made hereunder
shall, under any circumstances, create an implication that there has been no
change in the affairs of the Company since the date hereof or that the
information herein is correct as of any time subsequent to its date.
5
<PAGE>
2,500,000 SHARES
SUIZA FOODS CORPORATION
COMMON STOCK
------------
PROSPECTUS
------------
TABLE OF CONTENTS
Page
----
Incorporation of Certain Information
By Reference 2
The Company 3
Securities Covered By This Prospectus 3
Legal Matters 4
Experts 4
Additional Information 5
August 21, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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.
ITEM 21. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.
A. EXHIBITS
The Exhibits listed in the following Exhibit Index are filed as part of the
Registration Statement:
II-1
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Specimen of Common Stock Certificate (Filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1, Registration
No. 333-1858, and incorporated herein by this reference).
5.1** Opinion of Hughes & Luce, L.L.P.
21.1* Subsidiaries of the Company.
23.1* Consent of Deloitte & Touche LLP.
23.2** Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1).
23.3* Consent of KPMG Peat Marwick LLP.
23.4* Consent of Barnard, Vogler & Co.
24.1** Powers of Attorney.
- ---------------------
* Filed herewith.
** Previously filed.
B. FINANCIAL STATEMENTS AND SCHEDULES
All schedules for which provision is made in Regulation S-X of the
Securities and Exchange Commission have been omitted because they either are not
required under the related instructions or the required information has been
included in the financial statements of the Company or notes thereto.
ITEM 22. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against the 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
The undersigned Company hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons
II-2
<PAGE>
who may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
The Company undertakes that every prospectus: (i) that is filed pursuant to
the immediately preceding paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
The Company 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;
(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; (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, (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.
The Company 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) or 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.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on August 21, 1997.
SUIZA FOODS CORPORATION
By: /s/ Tracy L. Noll
---------------------------------------
Vice President, Chief Financial Officer
and Principal Accounting Officer
POWER OF ATTORNEY
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 August 21, 1997
Gregg L. Engles Executive Officer and Director
(Principal Executive Officer)
- ------------------------ Director August __, 1997
Alan Bernon
*
- ------------------------ Director August 21, 1997
Cletes O. Beshears
*
- ------------------------ Director August 21, 1997
Hector M. Nevares
*
- ------------------------ Director August 21, 1997
Gayle O. Beshears
- ------------------------ Director August , 1997
Stephen L. Green
*
- ------------------------ Director August 21, 1997
Robert L. Kaminski
II-4
<PAGE>
Signature Title Date
- --------- ----- ----
*
- ------------------------ Director August 21, 1997
David F. Miller
- ------------------------ Director August __, 1997
P. Eugene Pender
- ------------------------ Director August __, 1997
Robert Piccinini
*By: /s/ Tracy L. Noll
--------------------
Tracy L. Noll,
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT 21.1
SUBSIDIARIES
OF THE
REGISTRANT
COMPANY STATE OF INCORPORATION
- ------- ----------------------
Reddy Ice Corporation Delaware
Velda Farms, Inc. Delaware
Neva Plastics Manufacturing Corp. Delaware
Suiza Dairy Corporation Delaware
Suiza Fruit Corporation Delaware
Suiza Management Corporation Delaware
Garrido y Compania, Inc. Delaware
Swiss Dairy Corporation Delaware
Model Dairy, Inc. Delaware
Dairy Fresh, Inc. Delaware
Country Delite Farms, Inc. Delaware
Fairdale Farms, Inc. Vermont
Franklin Plastics, Inc. Delaware
Franklin Plastics, Inc. Massachusetts
Garelick Farms, Inc. Massachusetts
Grant's Dairy, Inc. Maine
Miscoe Springs, Inc. Massachusetts
<PAGE>
EXHIBIT 23.1
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 of Suiza Foods
Corporation (File No. 333-29741) of our report dated February 18, 1997,
appearing in the Annual Report on Form 10-K of Suiza Foods Corporation for
the year ended December 31, 1996; and of our reports on the financial
statements of Pre-Acquisition Velda Farms, dated November 4, 1994, and Swiss
Dairy, a Corporation, dated August 28, 1996, appearing in the final
prospectus of Suiza Foods Corporation dated January 22, 1997 and filed with
the Securities and Exchange Commission pursuant to Rule 424(B) on January 23,
1997 (File No. 333-18263), and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
Deloitte & Touche LLP
Dallas, Texas
August 21, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 of Suiza Foods
Corporation (File No. 333-29741) and the related prospectus of our report
dated August 23, 1996, with respect to the consolidated balance sheets of
Garrido & Compania, Inc. and Subsidiaries as of June 30, 1996 and 1995, and
the related consolidated statements of earnings, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
June 30, 1996 appearing in the final prospectus of Suiza Foods Corporation
dated January 22, 1997 and filed with the Securities and Exchange Commission
pursuant to Rule 424(B) on January 23, 1997 (File No. 333-18263), and to the
reference to us under the heading "Experts" in the Prospectus which is part
of such Registration Statement.
KPMG PEAT MARWICK LLP
San Juan, Puerto Rico
August 21, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF BARNARD, VOGLER & CO.
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 of Suiza Foods
Corporation (File No. 333-29741) of our report dated December 14, 1995, with
respect to the balance sheets of Model Dairy, Inc. as of October 31, 1995 and
1994, and the related statements of earnings and retained earnings, and cash
flows for the years then ended, appearing in the final prospectus of Suiza
Foods Corporation dated January 22, 1997 and filed with the Securities and
Exchange Commission pursuant to Rule 424(B) on January 23, 1997 (File No.
333-18263), and to the reference to us under the heading "Experts" in the
Prospectus which is part of such Registration Statement.
BARNARD, VOGLER & CO.
Reno, Nevada
August 21, 1997
