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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):
JUNE 2, 1998 (MAY 29, 1998)
SUIZA FOODS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-12755 75-2559681
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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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 May 29, 1998, Suiza Foods Corporation (the "Registrant")
completed the acquisition of Continental Can Company, Inc. ("Continental Can").
The acquisition was effected through the merger (the "Continental Can Merger")
of CC Acquisition Corp., a wholly-owned subsidiary of the Registrant ("CCAC"),
with and into Continental Can pursuant to an Agreement and Plan of Merger (the
"Continental Can Agreement"), dated as of January 14, 1998, by and among the
Registrant, CCAC and Continental Can. As a result of the merger, Continental Can
became a wholly-owned subsidiary of Suiza.
Pursuant to the Continental Can Agreement, each former holder of stock,
par value $0.25 per share, of Continental Can ("Continental Can Common Stock")
will receive, in exchange for each such share, 0.629 shares of the common stock,
par value $0.01 per share, of the Registrant ("Suiza Common Stock"). Each former
holder of Continental Can Common Stock will be paid an amount in cash (without
interest) in lieu of fractional shares of Suiza Common Stock at a rate equal to
such fractional part of a share of Suiza Common Stock multiplied by 58.38. Based
on the number of shares of Continental Can Common Stock and Suiza Common Stock
outstanding on the record date (and excluding the Company Common Stock currently
beneficially owned by Suiza, which was canceled in the merger), Suiza will issue
approximately 2,049,101 shares of Suiza Common Stock in the merger, and the
former Continental Can stockholders will hold approximately 6.2 % of the
outstanding shares of Suiza Common Stock immediately after the merger. Pursuant
to the Continental Can Agreement, Suiza will also assume outstanding stock
options and warrants that had been issued by Continental Can. Based on the
number of options and warrants outstanding on the record date, these assumed
options will become exercisable to purchase an additional 372,123 shares of
Suiza common stock.
The consideration for the Continental Can Merger was determined by
arm's-length negotiations between representatives of the Registrant and
Continental Can based on a number of factors, as more fully disclosed in the
Proxy Statement/Prospectus of Continental Can dated April 27, 1998.
Continental Can's shareholders approved the Continental Can Agreement
and the Continental Can Merger at a special meeting held on May 29, 1998. The
approval of the Registrant's stockholders was not required with respect to the
Continental Can Merger.
At the time of the Continental Can Merger, Continental Can and its
subsidiaries owned certain plant, equipment, and other physical property devoted
principally to the packaging business. The Registrant intends to
continue to devote such acquired assets to these purposes.
ITEM 5. OTHER EVENTS.
On June 1, 1998, the Registrant issued a press release announcing the
closing of the Continental Can Merger, a copy of which is filed herewith as
Exhibit 99.1.
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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 Continental Can Merger.
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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 Continental Can Merger.
(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: June 2, 1998 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
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of January 14, 1998, by and
among the Registrant, CCAC, and Continental Can (incorporated by
reference to Appendix A to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-46519)).
99.1 Press Release dated June 1, 1998.
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EXHIBIT 99.1
PRESS RELEASE DATED JUNE 1, 1998
FOR: SUIZA FOODS CORPORATION
CONTACT: J. Michael Lewis
VP; Treasurer, Director Investor Relations
(214) 528-9922
FOR IMMEDIATE RELEASE
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler, Leslie Feldman
(212) 850-5600
SUIZA FOODS COMPLETES ACQUISITION OF
CONTINENTAL CAN COMPANY, INC.
DALLAS, TX, June 1, 1998--Suiza Foods Corporation (NYSE:SZA) today
reported that it has completed the previously announced acquisition of
Continental Can Company, Inc. (NYSE:CAN) following approval by Continental
Can's shareholders at its annual meeting on May 29. The Norwalk, Connecticut
based manufacturer of plastic and metal packaging for food, beverages and
consumer foods had net revenues of $546 million in 1997.
Suiza Foods is a Dallas-based company with leading positions in the dairy
and consumer goods plastic packaging industries. Its principal holdings are in
fluid dairy processing, refrigerated, shelf-stable and frozen food products,
and consumer goods plastic packaging.
Certain statements and information in this press release constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be indicated by
phrases such as "believes," "anticipates," "expects," "intends," "forsees,"
"projects," "forecasts" or words of similar meaning or import. Such statements
are subject to certain risks, uncertainties, or assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those set forth in the
applicable forward-looking statement. Any forward-looking statements made or
incorporated by reference herein speak only as of the date of this press
release. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any such statements to reflect any
change in its expectations with regard thereto or any changes in events,
conditions, or circumstances on which any such statement is based.
[MORGEN - WALKE LOGO]
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
