<PAGE> 1
Rule 424 (b)(3)
Registration No. 333-56613
333-56613-01
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED JULY 21, 1998)
12,000,000 PREFERRED SECURITIES
SUIZA CAPITAL TRUST II
5 1/2% TRUST CONVERTIBLE PREFERRED SECURITIES
(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY,
AND CONVERTIBLE INTO COMMON STOCK OF,
SUIZA FOODS CORPORATION
This Prospectus Supplement Supplements and amends the Prospectus dated
July 21, 1998 (the "Prospectus") relating to the 5 1/2% Trust Convertible
Preferred Securities (the "Preferred Securities") which represent undivided
beneficial interests in the assets of Suiza Capital Trust II, a statutory
business trust created under the laws of the State of Delaware (the "Issuer" or
the "Trust"), the common securities of the Issuer (the "Common Securities" and,
together with the Preferred Securities, the "Trust Securities"), the 5 1/2%
Convertible Subordinated Debentures due April 1, 2028 (the "Debentures") issued
by Suiza Foods Corporation, a Delaware corporation ("Suiza"), the Common Stock
(as defined) issuable upon conversion of the Preferred Securities or the
Debentures, as applicable, and the associated Guarantee (as defined)
(collectively, the "Offered Securities"). All capitalized terms used but not
otherwise defined in this Prospectus Supplement shall have the meanings
ascribed thereto in the Prospectus.
Following their original issuance by the Trust, the Preferred
Securities have been resold by the Initial Purchasers and subsequent purchasers
thereof to qualified institutional buyers in transactions exempt from
registration under Rule 144A promulgated under the Securities Act. The
Preferred Securities have been and will remain eligible for resale on the
PORTAL Market. However, Preferred Securities resold pursuant to this
Prospectus will no longer be eligible for trading on the PORTAL Market. Suiza
and the Trust do not currently intend to list the Preferred Securities resold
pursuant to this Prospectus on any securities exchange or to seek approval for
quotation through any automated quotation system. Accordingly, there can be no
assurance as to the development or liquidity of any market for the Preferred
Securities resold under this Prospectus. See "Risk Factors -- Absence of
Public Market for the Preferred Securities" in the Prospectus.
Neither Suiza nor the Trust will receive any of the proceeds from the
sale of the Preferred Securities by the Selling Holders. Expenses of preparing
and filing the Registration Statement, the Prospectus, this Prospectus
Supplement and all other prospectus supplements are borne by Suiza.
The Prospectus, together with this Prospectus Supplement, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act
with respect to offers and sales of the Preferred Securities and the Common
Stock issuable upon conversion of the Preferred Securities. All references in
the Prospectus to "this Prospectus" are hereby amended to read "this Prospectus
(as supplemented and amended)".
<PAGE> 2
------------------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
OFFERED SECURITIES.
------------------------------------
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
------------------------------------
The date of this Prospectus Supplement is July 23, 1998.
<PAGE> 3
The Prospectus is hereby amended to add the following information to
the end of the Section of the Prospectus entitled "Selling Holders":
The table below sets forth information as of July 23, 1998 concerning
beneficial ownership of the Preferred Securities of each of the Selling
Holders. All information concerning beneficial ownership has been furnished by
the Selling Holders.
<TABLE>
PREFERRED SECURITIES
OWNED BEFORE OFFERING NO. OF PREFERRED
------------------------- SECURITIES OFFERED IN
NAME OF SELLING HOLDER (1) NUMBER PERCENT THE OFFERING
- --------------------------------------------- ------ ------- ---------------------
<S> <C> <C> <C>
Lipper Convertibles, L.P. 320,800 2.67 320,800
NALCO Chemical Company (2) 6,300 * 6,300
Van Kampen American Capital Harbor Fund (3) 119,900 * 119,900
</TABLE>
- --------------------
* Less than 1%.
(1) Except as otherwise set forth herein, none of the Selling Holders has,
or within the last three years has had, any position, office or other
material relationship with Suiza or the Trust or any of their
predecessors or affiliates.
(2) This line item replaces the line item "NAICO Chemical Company"
appearing in the Prospectus.
(3) This line item replaces the line item "Van Kampen American Capital
Harbor Fund" appearing in the Prospectus.
The Selling Holders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Preferred Securities since the
date on which they provided the information regarding their Preferred
Securities in transactions exempt from the registration requirements of the
Securities Act. None of the above listed Selling Holders has converted any of
the Preferred Securities into shares of Common Stock. See "Description of
Preferred Securities -- Conversion Rights" in the Prospectus. Additional
Selling Holders or other information concerning the above listed Selling
Holders may be set forth from time to time in additional prospectus
supplements.
1
