<PAGE>
As filed with the Securities and Exchange Commission on February 18, 1998.
Registration No. 333-45749
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUIZA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2559681
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 COPIES TO:
Chairman of the Board and William A. McCormack
Chief Executive Officer Jon L. Mosle
3811 Turtle Creek Blvd. Hughes & Luce, L.L.P.
Suite 1300 1717 Main Street, Suite 2800
Dallas, Texas 75219 Dallas, Texas 75201
(214) 528-0939 (214) 939-5500
(Name, address, and telephone number,
including area code, of agent for service)
----------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please 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/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,547,629 $60.9375 (3) $94,308,642(3) $28,578.38(4)
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate additional amount of
shares of Common Stock to be offered or sold pursuant to the antidilution
provisions of the 1994 Incentive and Nonstatutory Stock Option Plan and the
Stock Option Agreement underlying a portion of the shares registered
herein.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the high and low price per share of Suiza Foods
Corporation on January 30, 1998, as reported by the New York Stock
Exchange.
(4) Previously paid.
----------------
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 A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BE COME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
SUIZA FOODS CORPORATION
1,547,629 SHARES
COMMON STOCK
------------------------
This Prospectus relates to an offering of up to 1,547,629 shares of
common stock, par value $.01 per share (the "Common Stock"), of Suiza Foods
Corporation, a Delaware corporation (the "Company" or "Suiza Foods").
The Common Stock being registered is being offered for the account of
C. Dean Metropoulos, a stockholder of the Company (the "Selling
Stockholder"). See "Selling Stockholder." The shares underlying this
offering have already been issued to the Selling Stockholder, or will have
been issued to the Selling Stockholder prior to their sale pursuant to this
Prospectus. This offering is not part of the original issuance of the shares
of Common Stock, and the Company will not receive any proceeds from the sale
of shares of Common Stock offered hereby. The shares may be offered in
transactions on the New York Stock Exchange (the "NYSE"), in negotiated
transactions, or through a combination of such methods of distribution, at
prices relating to the prevailing market prices or at negotiated prices. See
"Plan of Distribution."
The Common Stock is quoted on the NYSE under the symbol "SZA." On
February 13, 1998 the last sale price of the Common Stock, as reported on the
NYSE, was $62.50 per share.
------------------------
The Common Stock offered hereby involves a high degree of risk. See
"Risk Factors" beginning on page 5.
------------------------
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
------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make and representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
other information and representations must not be relied upon as having been
authorized by the Company or the Selling Stockholder. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of any
offer to buy, any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
------------------------
The date of this Prospectus is February 16, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (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.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3, (together with all exhibits thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all information set forth in the Registration Statement. Certain
parts of the Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information, reference
is made to the Registration Statement which can be inspected at the public
reference rooms at the offices of the Commission.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be directed
to:
Suiza Foods Corporation
3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219
Attn: Corporate Secretary
(214) 528-0939
The following documents previously filed with the Commission pursuant
to the Securities Act and the Exchange Act are incorporated herein by
reference and shall be deemed a part hereof:
(i) 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).
(ii) The Company's Annual Report on Form 10-K, which contains
audited financial statements for the fiscal year ended December 31, 1996
(File No. 1-12755).
(iii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997 (File No. 1-12755).
(iv) The Company's Current Report on Form 8-K filed July 14, 1997
(as amended on August 22, 1997), which includes the audited financial
statements of Dairy Fresh, L.P. and The Garelick Companies, and the Company's
Current Reports on Form 8-K filed September 29, 1997, October 31, 1997,
December 10, 1997 and January 15, 1998 (File No. 1-12755).
(v) The audited financial statements of Country Fresh, Inc.
included in the Company's Registration Statement on Form S-4, as amended
(File No. 333-37861).
(vi) The description of the Common Stock contained in the Company's
registration statement on Form 8-A, dated February 19, 1997 (File No.
1-12755), including any amendment or reports filed for the purpose of
updating such description.
(vii) The Morningstar Group Inc. ("Morningstar") Annual Report on
Form 10-K for the year ended December 31, 1996 (File No. 0-19075).
3
<PAGE>
(viii) Morningstar's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997 (File No. 0-19934).
(ix) Morningstar's Current Report on Form 8-K filed December 3,
1996 (as amended February 18, 1997), which includes the audited financial
statements of Presto Foods, Inc. and affiliates, and Morningstar's Current
Report on Form 8-K filed September 29, 1997 (File No. 0-19075).
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering relating to
this Prospectus will be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement incorporated or deemed to be incorporated by reference herein
will be deemed to be modified, replaced, 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 or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded will be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
4
<PAGE>
THE COMPANY
Suiza Foods is a leading manufacturer and distributor of fresh milk
and related dairy products, plastic containers and packaged ice in the United
States. Each of the Company's operating subsidiaries is a strong 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's customers in the plastic container business include regional
dairy manufacturers, bottled water processors and other beverage
manufacturers. The Company also manufactures, distributes and markets
refrigerated, shelf-stable and frozen food products.
The Company has grown primarily through acquisitions. Through these
acquisitions, the Company has realized economies of scale and operating
efficiencies by eliminating duplicative manufacturing, distribution,
purchasing and administrative operations.
The Company is a Delaware corporation with its principal offices
located at 3811 Turtle Creek Boulevard, Suite 1300, Dallas, Texas 75219
(telephone number 214-528-0939).
RISK FACTORS
ANY INVESTMENT IN THE COMMON STOCK HEREBY INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY AND
SHOULD CONSIDER, AMONG OTHER THINGS, THE RISKS AND THE SPECULATIVE FACTORS
INHERENT IN AND AFFECTING THE COMPANY'S BUSINESS DESCRIBED BELOW AND
THROUGHOUT THIS PROSPECTUS.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
The Company's strategy is to continue to expand its dairy, ice, food
distribution and packaging businesses primarily through acquisitions of
strong regional operators in new markets and consolidating or add-on
acquisitions in its existing markets. The Company will evaluate specific
acquisition opportunities based on market conditions and economic factors
existing at the time and intends to pursue favorable opportunities as they
arise. The Company may encounter increased competition for acquisitions in
the future, which could result in acquisition prices that the Company does
not consider acceptable. There can be no assurance that the Company will find
suitable acquisition candidates at acceptable prices or succeed in
integrating acquired businesses into it's existing business or in retaining
key customers of acquired businesses. There can also be no assurance that
the Company will have sufficient available capital resources to realize its
acquisition strategy.
Although the Company often acquires operations in new markets
requiring minimal integration, the success of the Company's acquisition
strategy is also dependent on the ability of the Company to integrate add-on
acquisitions into the Company's existing operations in established markets.
In addition, the Company's recent growth has placed, and is expected to
5
<PAGE>
continue to place, a significant strain on its management, operational and
financial resources. There can be no assurance that the integration of these
operations and future acquired operations will not result in unforeseen
difficulties, or require the investment of capital or absorb significant
management resources at levels higher than that anticipated by management, or
that the Company will realize meaningful economies of scale or operating
efficiencies from its acquisitions. The failure of the Company to
successfully integrate acquired operations could have a material adverse
effect on the Company.
COMPETITION
The Company's regional dairy businesses are subject to significant
competition from regional dairy operations and large national food service
distributors that operate in the Company's markets. Competition in the dairy
processing, fruit drink and food distribution businesses is based primarily
on service, price, brand recognition, quality and breadth of product line.
Certain of the Company's competitors are large, well capitalized and may have
greater financial, operational and marketing resources than the Company.
The dairy industry has excess capacity and has been in the process of
consolidation for many years. Excess capacity has resulted from the
development of more efficient manufacturing techniques, the establishment of
captive dairy manufacturing operations by large grocery retailers and
relatively little growth in the demand for fresh milk products. Any
expansion of production capacity in one of the Company's regional markets
could have an adverse effect on the Company's operations.
The plastic container manufacturing industry is also subject to
significant competition. the Company competes with larger independent
manufacturing companies and vertically integrated food and industrial
companies that operate captive plastic container manufacturing facilities.
The primary competitive factors in the plastic container manufacturing
industry are price, quality and service. Many of the Company's competitors
in the plastics industry are larger and better capitalized than the Company,
and have greater resources than the Company.
The packaged ice business is also highly competitive. The Company
faces a number of competitors in the packaged ice business, including smaller
independent ice manufacturers, convenience and grocery retailers that operate
captive commercial ice plants and retailers that manufacture and package ice
at store locations. Competition exists primarily on a regional basis, with
service, price and quality as the principal competitive factors. A
significant increase in the utilization of captive commercial ice plants or
on-site manufacturing by operators of large retail chains served by the
Company could have an adverse effect on the Company's operations.
SUBSTANTIAL INDEBTEDNESS
The Company has substantial indebtedness. In connection with its
acquisition of Country Fresh and Morningstar in November 1997, the Company
increased the size of its senior credit facility from $700.0 million to $1.25
billion in the aggregate.
6
<PAGE>
The senior credit facility and related debt service obligations may
(i) limit the Company's ability to obtain additional financing in the future;
(ii) require the Company to dedicate a significant portion of its cash flow
to the payment of principal and interest on its indebtedness, thereby
reducing the funds available to the Company for other purposes; (iii) limit
the Company's flexibility in planning for, or reacting to, changes in its
business and market conditions; and (iv) impose additional financial and
operational restrictions on the Company, including restrictions on dividends.
The Company's ability to make scheduled payments on its indebtedness
depends on its financial and operating performance, which is subject to
prevailing economic conditions and to financial, business and other factors,
some of which are beyond the Company's control. The Company has pledged the
stock of its subsidiaries to secure its indebtedness under the senior credit
facility. The failure of the Company to comply with the financial and other
restrictive covenants under the senior credit facility may result in an event
of default which, if not cured or waived, could have a material adverse
effect on the Company. The Company has entered into various interest rate
agreements to reduce its exposure to interest rate fluctuations under the
senior credit facility, which have the effect of fixing the Company's
interest rate with respect to a portion of its indebtedness under the senior
credit facility. The Company remains subject to interest rate risk, however,
with respect to a substantial portion of its indebtedness.
GOVERNMENT REGULATION; RAW MATERIAL COSTS
The supply and price of milk in Puerto Rico are regulated under
Puerto Rico law. The government of Puerto Rico establishes an industry-wide
production ceiling and sets the prices that may be charged for milk at the
dairy farm level and the maximum prices that may be charged at the processor
and retail levels. These prices are reviewed, typically on an annual basis,
and remain fixed unless changed by the government. The price controls in
Puerto Rico make the Company vulnerable to increases in the costs of
manufacturing, packaging and distributing its products. There can be no
assurance that the Company's operating results will not be adversely affected
by price levels set by the government of Puerto Rico.
The price of raw milk in the United States fluctuates based on supply
and demand, with minimum support prices established monthly on a regional
basis by federal or state government agencies. In 1996, Congress passed
legislation to phase out support prices over a specified period. There can
be no assurance that a material increase in milk prices in the United States
will not occur or that any such increase would not reduce the profitability
of the Company's operations.
As a manufacturer and distributor of food products, the Company is
subject to federal, state and local laws and regulations governing the
manufacture (including composition and ingredients), labeling, packaging and
safety of food. The Federal Food and Drug Administration and various state
and local agencies are authorized to enforce these laws and regulations by
inspecting the Company's facilities and requiring remedial action where
necessary. Although the Company maintains quality control programs designed
to address these issues, an actual or perceived problem with the quality or
safety of products at any of the Company's facilities could
7
<PAGE>
lead to product withdrawals, product recalls, remediation expenses, temporary
plant closings and related negative publicity, any of which could have a
material adverse effect on the Company. The Company's operations are also
subject to other federal, Puerto Rico, state and local governmental
regulation.
DEPENDENCE ON KEY PERSONNEL
The future success of the Company's business operations is dependent
in part on the efforts and skills of certain key members of management,
including Gregg L. Engles, Chairman and Chief Executive Officer of the
Company. The loss of any of its key members of management could have an
adverse effect on the Company. The Company has not obtained key man life
insurance with respect to any of its key members of management.
LIMITATIONS ON FAVORABLE TAX TREATMENT
Under Section 936 of the Code, a portion of the Company's income
derived from its dairy, fruit drink and plastic container manufacturing
operations in Puerto Rico qualifies for a tax credit that has the effect of
reducing or eliminating United States income taxes on income derived from
these operations. In the Revenue Reconciliation Act of 1993, the United
States Congress imposed certain limitations on the availability of the
Section 936 credit. In August 1996, Congress passed the Small Business Job
Protection Act of 1996 which contains further restrictions on the
availability of Section 936 credits and eliminates Section 936 altogether by
December 31, 2005. These limitations, combined with certain other provisions
in the Code that govern the allocation among affiliated corporations of
credits under Section 936, may limit the amount of tax credits available to
Suiza prior to the expiration of Section 936.
ANTITAKEOVER PROVISIONS
The Company's Charter and the Company's Bylaws contain provisions
that may delay, defer or prevent a change in control of the Company. Among
other things, these provisions: (i) authorize the Company's Board to issue
preferred stock in series with the terms of each series to be fixed by the
Company's Board; (ii) divide the Company's Board into three classes so that
only approximately one-third of the total number of directors will be elected
each year; (iii) permit directors to be removed only for cause; and (iv)
specify advance notice requirements for stockholder proposals and director
nominations.
8
<PAGE>
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Prospectus contains or incorporates by reference
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act that are subject to risks
and uncertainties. All statements other than statements of historical fact
included or incorporated in this Prospectus, regarding the financial
position, business strategy and plans and objectives of management of the
Company are forward-looking statements. Although the Company believes that
the expectations reflected in such forward-looking statements, are
reasonable, it cannot give any assurance that such expectations will prove
to be correct. Important factors that could cause actual results to differ
materially from expectations ("Cautionary Statements") are disclosed under
"Risk Factors" and elsewhere in this Prospectus, including, without
limitation, in conjunction with the forward-looking statements included or
incorporated herein.
9
<PAGE>
SELLING STOCKHOLDER
The table below sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Stockholder
immediately prior to this offering and as adjusted to reflect the sale of
shares of Common Stock pursuant to the offering. All information with
respect to the beneficial ownership has been furnished by the Selling
Stockholder:
<TABLE>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering (3)
---------------------------------- ----------------------
<S> <C> <C> <C> <C> <C>
Name of Beneficial Owner Number of Percent of Shares to Number of Percent of
- ------------------------ Shares (1) Class (2) be Sold (3)Shares Class
---------- --------- --------- --------- --------
C. Dean Metropoulos 1,547,629 4.7% 1,547,629 -0- -0-
</TABLE>
- -------------
* Less than 1%.
(1) Includes 1,487,500 shares of Common stock issuable upon exercise of stock
options.
(2) Computed based on Common Stock outstanding as of February 2, 1998.
(3) Assumes all the shares of Common Stock that may be offered are sold.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time to
time directly, or by one or more broker-dealers or agents, in one or more
transactions (which may involve crosses and block transactions) on the NYSE,
in negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at negotiated
prices.
If one or more broker-dealers or agents agree to sell the Common Stock,
they may do so by purchasing the Common Stock as principals or by selling the
Common Stock as agent for the Selling Stockholder. Any such broker-dealers
may receive compensation in the form of discounts, concessions, or
commissions from the Selling Stockholder or the purchasers of the shares of
Common Stock for which such broker-dealer may act as agent or to whom they
sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
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.
10
<PAGE>
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, 1994 and for the period from
January 1, 1994 to April 9, 1994 and for the year ended December 31, 1993;
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; and the consolidated financial statements of Country
Fresh, Inc. as of March 1, 1997 and March 2, 1996 and for each of the three
years in the period ended March 1, 1997, 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 incorporated by reference into this Prospectus 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
incorporated by reference into this Prospectus have been audited by Barnard,
Vogler & Co., independent auditors, as stated in their report which is
incorporated herein by reference. The financial statements of Dairy Fresh,
L.P., a Delaware limited partnership, as of December 31, 1996 and 1995 and
for the years then ended and the period from July 1, 1994 (date of
acquisition) to December 31, 1994, incorporated by reference into this
Prospectus have been audited by McGladrey & Pullen, LLP, independent
auditors, as stated in their report which is incorporated herein by
reference. The combined financial statements of The Garelick Companies, as
of September 30, 1996 and 1995 and for each of the three years in the period
ended September 30, 1996, incorporated by reference into this Prospectus have
been audited by Coopers & Lybrand L.L.P., independent accountants, as stated
in their report which is incorporated herein by reference. The consolidated
financial statements of the Morningstar Group Inc., as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996
incorporated by reference into this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report which is incorporated herein by reference. The combined financial
statements of Presto Food Products, Inc. and Affiliate, as of December 31,
1995 and 1994 and for each of the three years in the period ended December 31,
1995 incorporated by reference into this Prospectus have been audited by Price
Waterhouse LLP, independent auditors, as stated in their report 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.
11
<PAGE>
1,547,629 SHARES
SUIZA FOODS CORPORATION
COMMON STOCK
-------------
PROSPECTUS
-------------
TABLE OF CONTENTS
Page
----
Available Information 2
Documents Incorporated by Reference 3
The Company 5
Risk Factors 5
Cautionary Statement Concerning 9
Forward -Looking Statements
Selling Stockholder 10
Plan of Distribution 10
Use of Proceeds 10
Legal Matters 10
Experts 11
February 16, 1998
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the estimated expenses to be incurred in
connection with the offering described in this Registration Statement, all of
which will be paid by the Company.
Registration fee $28,578
Accounting fees and expenses 2,500
Legal fees and expenses 5,000
Blue Sky fees and expenses
(including counsel fees) 1,000
Miscellaneous expenses 2,022
-------
Total: $39,100
-------
-------
ITEM 15. 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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby 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.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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.
(b) The undersigned Registrant 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) and 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
II-2
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against 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 Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant 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 Registrant
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on February 16, 1998.
SUIZA FOODS CORPORATION
By: /s/ TRACY L. NOLL
------------------------------------
Tracy L. Noll
Vice President, Secretary and Chief
Financial Officer
(Principal Financial and 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
--------- ----- ----
/s/ * Chairman of the Board, Chief February 16, 1998
- ---------------------- Executive Officer and Director
Gregg L. Engles (Principal Executive Officer)
II-4
<PAGE>
Signature Title Date
--------- ----- ----
/s/ * Director February 16, 1998
- ---------------------------
Alan J. Bernon
/s/ * Director February 16, 1998
- ---------------------------
Cletes O. Beshears
/s/ * Director February 16, 1998
- ---------------------------
Gayle O. Beshears
/s/ * Director February 16, 1998
- ---------------------------
Stephen L. Green
/s/ * Director February 16, 1998
- ---------------------------
Robert L. Kaminski
/s/ * Director February 16, 1998
- ---------------------------
David F. Miller, Sr.
/s/ * Director February 16, 1998
- ---------------------------
John R. Muse
Director , 1998
- --------------------------- -----------
Hector M. Nevares
/s/ * Director February 16, 1998
- ---------------------------
Delton C. Parks
/s/ * Director February 16, 1998
- ---------------------------
P. Eugene Pender
/s/ * Director February 16, 1998
- ---------------------------
Robert Piccinini
/s/ * Director February 16, 1998
- ---------------------------
Jim L. Turner
*By: /s/ TRACY L. NOLL
----------------------------------
Tracy L. Noll
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
4.1 Specimen of Common Stock Certificate. (Filed Exhibit 4.1 to the
Company's Registration Statement on Form S-1, Registration
No. 333-1858, and incorporated herein by reference.)
**5.1 Opinion of Hughes & Luce, L.L.P.
**23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1)
*23.2 Consent of Deloitte & Touche LLP
*23.3 Consent of KPMG Peat Marwick LLP
*23.4 Consent of Barnard, Vogler & Co.
*23.5 Consent of McGladrey & Pullen, LLP
*23.6 Consent of Coopers & Lybrand L.L.P.
*23.7 Consent of Arthur Andersen LLP
*23.8 Consent of Price Waterhouse LLP
**24.1 Power of Attorney (included in Part II of this Registration
Statement)
- -------------
* Filed herewith.
** Previously filed.
II-6
<PAGE>
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form
S-3 (Registration No. 333-45749) of our report on the consolidated financial
statements of Suiza Foods Corporation, 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 26, 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 our report on the consolidated financial statements of
Country Fresh, Inc., dated May 5, 1997, appearing in the Form S-4 of Suiza
Foods Corporation (File No. 333-37861), and to the reference to us under the
heading "Experts" in the Prospectus which is part of the Registration
Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 16, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK LLP
We consent to the incorporation by reference in the Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3 (Registration No.
333-45749) of Suiza Foods Corporation 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 this Prospectus, which is part
of such Registration Statement.
/s/ KPMG PEAT MARWICK LLP
San Juan, Puerto Rico
February 17, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF BARNARD, VOGLER & CO.
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form
S-3 (Registration No. 333-45749) 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.
/s/ BARNARD, VOGLER & CO.
Reno, Nevada
February 16, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF MCGLADREY & PULLEN, LLP
We hereby consent to the incorporation by reference in this
Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods
Corporation on Form S-3 (Registration No. 333-45749) of our report dated
March 10, 1997, except for Note 13 as to which the date is July 1, 1997, with
respect to the financial statements of Dairy Fresh, L.P., a Delaware limited
partnership, included in the Current Report on Form 8-K filed July 14, 1997,
as amended on August 22, 1997, of Suiza Foods Corporation, and to the
reference to us under the heading "Experts" in the Prospectus which is part
of such Registration Statement.
/s/ McGLADREY & PULLEN, LLP.
Winston-Salem, North Carolina
February 17, 1998
<PAGE>
EXHIBIT 23.6
CONSENT OF COOPERS & LYBRAND LLP
We hereby consent to the incorporation by reference in this
Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods
Corporation on Form S-3 (Registration No. 333-45749) of our report dated July
31, 1997, with respect to the combined financial statements of The Garelick
Companies, included in the Current Report on Form 8-K filed July 14, 1997, as
amended on August 22, 1997, of Suiza Foods Corporation, and to the reference
to us under the heading "Experts" in this Prospectus which is part of such
Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 16, 1998
<PAGE>
EXHIBIT 23.7
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation
by reference in this Pre-Effective Amendment No. 1 to Registration Statement
of Suiza Foods Corporation on Form S-3 (Registration No. 333-45749) of our
report dated February 10, 1997, included in the annual report on Form 10-K of
the Morningstar Group Inc. for the year ended December 31, 1996 and to all
references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
February 17, 1998
<PAGE>
EXHIBIT 23.8
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Registration No. 333-45749) of Suiza Foods Corporation
of our report dated February 8, 1996 relating to the combined financial
statements of Presto Food Products, Inc. and Affiliate, which appears in the
Current Report on Form 8-K/A of The Morningstar Group Inc. dated February 18,
1997. We also consent to the incorporation by reference of our report dated
February 8, 1996 relating to the Additional Information of Presto Food
Products, Inc. and Affiliate, which appears in such Current Report on Form
8-K/A. We also consent to the references to us under the heading "Experts"
in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Los Angeles, California
February 16, 1998
