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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Horizon Organic Holding Corporation
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
44043T 10 3
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(CUSIP Number)
Tracy L. Noll
Suiza Foods Corporation
3811 Turtle Creek Boulevard
Suite 1300
Dallas, Texas 75219
(214) 528-0939
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 8, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 44043T 10 3 PAGE 2 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Suiza Foods Corporation
75-2559681
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,100,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,100,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 11.45%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 44043T 10 3 13D PAGE 3 OF 9
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.001 par value (the "Common Stock")
Horizon Organic Holding Corporation ("Horizon")
6311 Horizon Lane
Longmont, Colorado 80503
ITEM 2. IDENTITY AND BACKGROUND
Suiza Foods Corporation, a Delaware corporation ("Suiza"), has
its principal business and executive offices at 3811 Turtle Creek
Boulevard, Suite 1300, Dallas, Texas 75219. Suiza's principal business
is the manufacture and distribution of fresh milk and related dairy
products and plastics containers. During the last five years, Suiza has
not been (a) convicted in a criminal proceeding or (b) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
The following information pertains to Suiza's executive
officers and directors:
(a), (c) The executive officers and directors of Suiza are:
(1) Gregg L. Engles, Chairman of the Board and Chief
Executive Officer. The principal occupation of Mr. Engles is as an
executive officer and director of Suiza.
(2) Cletes O. Beshears, Vice Chairman of the Board.
The principal occupation of Mr. Beshears is as an executive officer and
director of Suiza.
(3) Hector M. Nevares, Vice Chairman of the Board.
The principal occupation of Mr. Nevares is as an executive officer and
director of Suiza and certain of its subsidiaries.
(4) G. Irwin Gordon, President and Chief Operating
Officer. The principal occupation of Mr. Gordon is as an executive
officer of Suiza.
(5) William P. Brick, President of Suiza Dairy Group,
Executive Vice President and Assistant Secretary. The principal
occupation of Mr. Brick is as an executive officer of Suiza.
(6) Tracy L. Noll, Executive Vice President,
Corporate Development Officer and Secretary. The principal occupation
of Mr. Noll is as an executive officer of Suiza.
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CUSIP NO. 44043T 10 3 13D PAGE 4 OF 9
(7) Barry A. Fromberg, Executive Vice President and
Chief Financial Officer. The principal occupation of Mr. Fromberg is as
an executive officer of Suiza.
(8) William L. Estes, President and Chief Operating
Officer of Suiza Plastics Group. The principal occupation of Mr. Estes
is as an executive officer of Suiza.
(9) J. Michael Lewis, Vice President, Treasurer and
Assistant Secretary. The principal occupation of Mr. Lewis is as an
executive officer of Suiza.
(10) Alan J. Bernon, Director. The principal
occupation of Mr. Bernon is as an executive officer of certain of
Suiza's subsidiaries.
(11) Stephen L. Green, Director. The principal
occupation of Mr. Green is as a general partner of Canaan Capital
Partners, L.P., 105 Rowayton Avenue, Rowayton, Connecticut 06853.
(12) Joseph S. Hardin, Jr., Director. The principal
occupation of Mr. Hardin is as an executive officer of Kinko's, Inc.,
255 West Stanley Avenue, Ventura, California 93002-8000.
(13) Robert L. Kaminski, Director. The principal
occupation of Mr. Kaminski is as an executive officer of Robert
Kaminski Interests, Inc. and KECC, 3811 Turtle Creek Boulevard, Suite
1300, Dallas, Texas 75219.
(14) David F. Miller, Director. The principal
occupation of Mr. Miller is as an executive officer of PureIce of the
South, 1610 South 8th Street, Fernandina, Florida 33024.
(15) John R. Muse, Director. The principal occupation
of Mr. Muse is as an executive officer of Hicks, Muse, Tate & Furst
Incorporated, 200 Crescent Court, Suite 1600, Dallas, Texas 75201.
(16) Delton C. Parks, Director. The principal
occupation of Mr. Parks is as an executive officer of certain of
Suiza's subsidiaries.
(17) P. Eugene Pender, Director. Mr. Pender is
retired.
(18) Jim L. Turner, Director. The principal
occupation of Mr. Turner is as an executive officer of Dr. Pepper
Bottling Holdings, Inc. and Dr. Pepper Bottling Company of Texas, 2304
Century Center Boulevard, Irving, Texas 75062.
(b) The business address of each of Suiza's executive officers
and directors is c/o Suiza Foods Corporation, 3811 Turtle Creek
Boulevard, Suite 1300, Dallas, Texas 75219.
(d)-(e) During the last five years, no executive officer or
director of Suiza has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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CUSIP NO. 44043T 10 3 13D PAGE 5 OF 9
(f) Each of Suiza's executive officers and directors is a
citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Suiza acquired 1,100,000 shares of the Common Stock at a
price of $11 per share, for a total of $12,100,000. To purchase the
shares, Suiza used funds from its existing revolving credit facility
with various lenders, including First Union National Bank as
administrative agent.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to that certain Stock Purchase Agreement, dated as of
June 5, 1998 (the "Purchase Agreement"), by and between Horizon and
Suiza, Suiza acquired 1,100,000 shares of the Common Stock (the "Suiza
Shares") at a price of $11 per share. Suiza acquired the Suiza Shares
for investment purposes and intends to review continuously and monitor
its investment in Horizon. Assuming favorable market conditions, Suiza
may acquire up to 25% of the Common Stock. Under the Stockholder
Agreement (as defined below), Suiza may acquire no more than 25% of the
Common Stock. Currently, Suiza has no intention to transfer or
otherwise dispose of the Suiza Shares.
Pursuant to the Purchase Agreement, Horizon and Suiza entered
into that certain Stockholder Agreement, dated as of June 5, 1998 (the
"Stockholder Agreement"). Under the Stockholder Agreement, Suiza is
given the right to designate one member of Horizon's board of
directors, so long as Suiza's voting ownership percentage is at least
five percent. Suiza intends to designate such director later this
month.
Except as otherwise set forth in this statement, Suiza has no
present plans or proposals that may relate to or would result in any of
the following:
(a) The acquisition by any person of any additional
securities of Horizon, or the disposition of
securities of Horizon;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Horizon or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
Horizon or any of its subsidiaries;
(d) Any change in the present board of directors or
management of Horizon, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on Horizon's board;
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CUSIP NO. 44043T 10 3 13D PAGE 6 OF 9
(e) Any material change in the present capitalization or
dividend policy of Horizon;
(f) Any other material change in Horizon's business or
corporate structure including but not limited to, if
the issuer is a registered closed-end investment
company, any plans or proposals to make any changes
in its investment policy for which a vote is required
by section 13 of the Investment Company Act of 1940;
(g) Changes in Horizon's charter, bylaws or instruments
corresponding thereto or other actions which may
impede the acquisition of control of Horizon by any
person;
(h) Causing a class of securities of Horizon to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of Horizon becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Suiza beneficially owns 1,100,000 shares, or approximately
11.45%, of the Common Stock. None of the other persons named
in Item 2 owns any shares of the Common Stock.
(b) For Suiza, see Items 7-10 on the cover page. None of the other
persons named in Item 2 owns any shares of the Common Stock.
(c) For Suiza, see Item 4. None of the other persons named in Item
2 owns any shares of the Common Stock.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the securities reported herein.
(e) Not applicable.
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CUSIP NO. 44043T 10 3 13D PAGE 7 OF 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Under the Stockholder Agreement, so long as Suiza's fully
diluted ownership percentage in Horizon is at least five percent, Suiza
will have certain preemptive rights to maintain its ownership
percentage in Horizon. However, the Stockholder Agreement provides that
Suiza's voting ownership percentage in Horizon shall not exceed 25%.
Suiza is required, so long as its fully diluted ownership percentage is
at least five percent, to attend all duly held stockholders meetings
and to vote its shares, subject to certain limitations, (a) for
management's nominees to the Horizon board of directors, (b) to approve
amendments to Horizon's equity incentive plans that increase the number
of shares reserved for issuance and (c) to approve amendments to
Horizon's certificate of incorporation that increase the authorized
capital stock. The Stockholder Agreement prohibits Suiza from
soliciting proxies with respect to any of Horizon's voting securities
or from becoming a participant in an election contest with respect to
Horizon. In addition, there are certain restrictions on Suiza's
transfer of Horizon stock. However, Suiza is granted various rights
under the Stockholder Agreement, including a right of first negotiation
or drag-along rights if the Horizon board of directors determines to
sell Horizon, registration rights and a right of first refusal if one
of certain Suiza competitors offers to purchase stock from Horizon.
Pursuant to the Purchase Agreement, Suiza entered into an
agreement (the "Lock-Up Agreement") with Hambrecht & Quist LLC, Piper
Jaffray Inc. and Hanifen, Imhoff Inc., as representatives of the
several underwriters representing Horizon in its initial public
offering. Under the Lock-Up Agreement, Suiza agreed that it will not,
directly or indirectly, sell, offer, contract to sell, transfer the
economic risk of ownership in, make any short sale, pledge or otherwise
dispose of any shares of Common Stock or any securities convertible
into or exchangeable or exercisable for or any other rights to purchase
or acquire Common Stock, without the prior written consent of Hambrecht
& Quist LLC acting alone or of each of the representatives of the
underwriters acting jointly, for a period of 180 days from the
effective date of the Registration Statement (as defined below).
Also pursuant to the Purchase Agreement, Suiza entered into a
Major Stockholder Agreement (the "Major Stockholder Agreement") with
certain other Horizon investors named in the Major Stockholder
Agreement (the "Major Stockholders"), which contains provisions
relating to the Common Stock. Pursuant to the Major Stockholder
Agreement, each of the Major Stockholders granted to Suiza a right of
first negotiation to acquire any shares of Common Stock held by such
Major Stockholder as of the date of the Major Stockholder Agreement, or
acquired upon exercise of options or warrants outstanding as of such
date, and that such Major Stockholders intends to sell in private
resale. Furthermore, as long
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CUSIP NO. 44043T 10 3 13D PAGE 8 OF 9
as Suiza is entitled to have a representative on the Horizon board of
directors, each Major Stockholder must take such action as may be
necessary so that all of the Major Stockholder's shares of Common Stock
are voted for Suiza's designee representative on the Horizon board of
directors at such time as such representative is being considered for
election. Finally, the Major Stockholder Agreement provides Suiza with
a right of first refusal if one of certain Suiza competitors offers to
purchase a Major Stockholder's shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Purchase Agreement and the Stockholder Agreement are
incorporated herein by reference from Horizon's Registration Statement
on Form S-1 (file number 333-51465) (the "Registration Statement").
Drafts of the Lock-Up Agreement and the Major Stockholder Agreement,
which were each exhibits to the Purchase Agreement, are incorporated
herein by reference from the Registration Statement.
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CUSIP NO. 44043T 10 3 13D PAGE 9 OF 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SUIZA FOODS CORPORATION
Dated: July 20, 1998 By: /s/ TRACY L. NOLL
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Name: Tracy L. Noll
Title: Executive Vice President,
Corporate Development Officer
and Secretary
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
