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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):
SEPTEMBER 14, 1998 (SEPTEMBER 11, 1998)
SUIZA FOODS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 340-28130 75-2559681
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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) 528-9922
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ITEM 5. OTHER EVENTS.
On September 11, 1998, Suiza Foods Corporation, a Delaware corporation
("Suiza"), issued a press release announcing that Suiza and Broughton Foods
Company, an Ohio Corporation ("Broughton"), signed a definitive agreement
pursuant to which Broughton would merge (the "Merger") with a wholly-owned
subsidiary of Suiza. Upon consummation of the Merger, Broughton will become a
wholly-owned subsidiary of Suiza. The Press Release announcing the signing is
filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated September 11, 1998, relating to the Merger.
2
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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 thereunto duly authorized.
Dated: September 14, 1998 SUIZA FOODS CORPORATION
By: /s/ Tracy L. Noll
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Tracy L. Noll
Executive Vice President-
Corporate Development
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press Release dated September 11, 1998 relating to the Merger.
</TABLE>
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EXHIBIT 99.1
[MORGEN-WALKE ASSOCIATES, INC. LETTERHEAD]
NEWS RELEASE
FOR: SUIZA FOODS CORPORATION
CONTACT: J. Michael Lewis
VP, Treasurer
Barry Fromberg
Chief Financial Officer
(214) 528-9922
FOR IMMEDIATE RELEASE
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler
(212) 850-5600
SUIZA FOODS ANNOUNCES ACQUISITION OF
BROUGHTON FOODS COMPANY
DALLAS, Texas, September 11, 1998 -- Suiza Foods Corporation
(NYSE:SZA) today announced that it has signed a definitive agreement to acquire
Broughton Foods Company (Nasdaq:MILK) in a cash transaction for $19.00 per
share of common stock outstanding. The transaction, which also includes the
assumption of appropriately $13 million in net debt, has a total value of
approximately $123 million, including transaction costs. The acquisition will
enable Suiza to significantly strengthen its market position in several key
Midwestern and Southern regions as well as its share of the ultra high
temperature ("UHT") creams market.
Broughton Foods Company is a leading manufacturer and distributor of
fresh and UHT milk, ice cream and other UHT dairy products in Michigan, Ohio,
West Virginia, Kentucky, Tennessee and parts of the eastern U.S. Since becoming
a public company in December 1997, Broughton has achieved substantial sales
growth. Due to its acquisition efforts, Broughton's current annual revenue is
approximately $200 million.
The merger transaction has been approved by the Board of Directors of
each of the companies and is subject to customary conditions, including the
receipt of certain governmental approvals and the approval of Broughton
shareholders. Broughton will solicit approval of the merger only pursuant to a
proxy statement to be filed with the Securities and Exchange Commission and
mailed to shareholders in connection with a special shareholder meeting to be
called to consider the merger. The transaction is expected to be completed at
calendar year end 1998.
- MORE -
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SUIZA FOODS ANNOUNCES ACQUISITION OF BROUGHTON FOODS CO. - PAGE 2 -
Gregg L. Engles, Suiza's Chairman and Chief Executive Officer, commented:
"The acquisition of Broughton reflects a continuation of Suiza's on-going
strategy of growth through consolidating acquisitions in the dairy industry.
This transaction will be particularly attractive in the long run, as it not
only bolsters our position in several key markets, but extends our leadership
in the attractive value-added UHT creamer and cultured dairy product categories
as well. We expect to integrate Broughton into our existing regional clusters
and national UHT operations throughout 1999. We expect the transaction to be
neutral to 1999 earnings as we integrate our respective businesses, and
accretive in the year 2000 and thereafter."
Marshall T. Reynolds, Chairman of the Board of Directors and largest
single shareholder of Broughton Foods Company, remarked: "We believe this
transaction is a positive for the shareholders of Broughton and for Broughton
Foods itself. Suiza is a dynamic and innovative leader in the dairy business
and we are excited about the future opportunities this merger will bring."
Suiza Foods is a Dallas-based company with leading positions in the dairy
and consumer goods packaging industries. Its principal holdings are in fluid
dairy processing, refrigerated, shelf-stable and frozen dairy case products,
and consumer goods 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," "foresees"
"projects," "forecasts" or words of similar meaning or import. Such statements
are subject to certain risks, uncertainties, or assumptions. Such risks include
among others, (i) risks associated with Suiza Foods' acquistion strategy
including the risk that expected cost savings cannot be fully realized, that
revenues following the merger are lower than expected, and that costs or
difficulties related to integrating the business are greater than expected;
(ii) risks relating to Suiza Foods' leverage position; (iii) risks associated
with intense competition in Suiza Foods' industries and (iv) the impact of
government regulations affecting the dairy industry. 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. Suiza Foods 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.
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