<PAGE> 1
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):
FEBRUARY 25, 1998 (FEBRUARY 18, 1998)
SUIZA FOODS CORPORATION
-----------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1-12755 75-2559681
-------- ------- ----------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
</TABLE>
3811 TURTLE CREEK BLVD., SUITE 1300
DALLAS, TEXAS 75219
-------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(214) 528-0939
<PAGE> 2
ITEM 5. OTHER EVENTS.
On February 18, 1998, Suiza Foods Corporation (the "Company") issued a
press release announcing fourth quarter and year-end 1997 sales and earnings, a
copy of which is filed herewith as Exhibit 99.1.
On February 19, 1998, the Company issued a press release discussing
potential plans for its packaging operations, a copy of which is filed herewith
as Exhibit 99.2.
On February 23, 1998, the Company issued a press release announcing the
closing of its acquisition of Land-O-Sun Dairies, L.L.C., a copy of which is
filed herewith as Exhibit 99.3.
On February 24, 1998, the Company issued a press release announcing the
signing of a definitive agreement to acquire Oberlin Farms Dairy, Inc., a copy
of which is filed herewith as Exhibit 99.4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated February 18, 1998.
99.2 Press Release dated February 19, 1998.
99.3 Press Release dated February 23, 1998.
99.4 Press Release dated February 24, 1998.
<PAGE> 3
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: February 25, 1998 SUIZA FOODS CORPORATION
By: /s/ TRACY L. NOLL
--------------------------------
Tracy L. Noll
Vice President and Chief
Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
99.1 Press Release dated February 18, 1998.
99.2 Press Release dated February 19, 1998.
99.3 Press Release dated February 23, 1998.
99.4 Press Release dated February 24, 1998.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
SUIZA FOODS CORPORATION REPORTS FOURTH QUARTER AND
YEAR-END 1997 EARNINGS
BUSINESS WIRE - FEBRUARY 18, 1998 09:29
%SUIZA-FOODS SZA %TEXAS %FOODS %BEVERAGES %EARNINGS V%BW P%BW
- --------------------------------------------------------------------------------
DALLAS--(BUSINESS WIRE)--Feb. 18, 1998--Suiza Foods Corporation (NYSE:SZA) today
announced operating results for its fourth quarter ended December 31, 1997. As
previously reported, the Company completed its mergers with Country Fresh and
Morningstar in the fourth quarter. Since these mergers were accounted for as
poolings of interests, the Company's historical results have been adjusted to
reflect the historical operating results of Country Fresh and Morningstar in
Suiza's consolidated operating results for each period reported. Net sales
increased 50.6% to $562.1 million in the fourth quarter of 1997 versus $373.2
million in comparable quarter of 1996. Operating income for the fourth quarter
was $5.7 million ($42.7 million before the charges for merger costs of $37.0
million related to the Country Fresh and Morningstar mergers), as compared to
fourth quarter of 1996 operating income of $20.1 million. Net income applicable
to common stockholders, before nonrecurring merger costs and extraordinary
losses grew 87.3% to $18.7 million as compared to $10.1 million in the fourth
quarter of 1996. Fourth quarter diluted earnings per common share before these
nonrecurring items grew 54.1% to $0.57 compared with $0.37 in the 1996 fourth
quarter. There were 22.8% more diluted common shares outstanding in the most
recent period primarily due to the January 1997 public equity offering. Full
year net sales of $1.861 billion in 1997 were 47.7% higher than 1996 net sales
of $1.260 billion. Operating income for 1997 was $103.3 million ($140.3 million
before the charges for merger costs of $37.0 million related to the Country
Fresh and Morningstar mergers), as compared to the operating income of $71.6
million in 1996. On a diluted basis, net income, applicable to common
shareholders before nonrecurring items was $65.0 million of $2.07 per share as
compared to $35.3 million or $1.44 per share in 1996. In 1997, there were 28.3%
more average diluted common shares outstanding than in 1996. The Company noted
that strong 1997 fourth quarter and full year results reflect the success of its
strategy of expansion by acquisitions in the dairy, consumer goods plastic
packaging and packaged ice businesses. During 1997, Suiza Foods completed 8
significant dairy acquisitions, 15 ice acquisitions and added Franklin Plastics,
a manufacturer of blow molded plastic bottles in connection with its acquisition
of Garelick Farms in July 1997. In the fourth quarter of 1997, gross margins
were 23.6% compared to 20.9% in 1996, while operating margins before the merger
charges in the fourth quarter of 1997 increased to 7.7% from 5.4% in the fourth
quarter of 1996. For the full year, gross margins of 23.9% increased from 21.5%
in 1996 and operating margins before merger charges in 1997 were 7.5% compared
with 5.7% in 1996. Suiza's margins widened due to operating improvements in the
Company's fluid dairy division and sales increases in Morningstar's portfolio of
higher margin branded and specialty dairy
<PAGE> 2
products, combined with improved results at operations owned more than one year.
Gregg L. Engles, Chairman and Chief Executive Officer of Suiza Foods, said,
"During 1997, we were further able to implement our strategy of expansion by
acquisition in the dairy, packaged ice, and packaging businesses. Opportunities
for dairy industry consolidation continue to be available on an accretive basis,
as evidenced by our recent agreement to acquire Land-O-Sun Dairies. We will
pursue those opportunities as we have in the past in an effort to establish a
truly national manufacturing and distribution network in fluid milk and secure
our position as America's leading dairy company." Suiza Foods is a Dallas-based
company with leading positions in the dairy, consumer goods plastic packaging
and packaged ice industries. Its principal holdings are in fluid dairy
processing, refrigerated, shelf-stable and frozen food products, packaged ice
and consumer goods plastic packaging.
Statements in this press release other than statements of historical fact may
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements, as
well as Suiza's future financial condition and results, are subject to inherent
risks and uncertainties, and actual results may differ materially from the
results discussed in these forward-looking statements. Additional information
concerning these and other risk factors are contained in Suiza's latest Annual
Report on Form 10-K and in each of Suiza's other recent filings with the
Securities and Exchange Commission (SEC), copies of which are available from the
SEC and can be obtained from Suiza upon request.
SUIZA FOODS CORPORATION
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Twelve months ended
December 31, December 31,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $ 562,108 $ 373,246 $ 1,861,202 $ 1,260,349
Cost of sales 429,295 295,312 1,415,967 989,053
Gross profit 132,813 77,934 445,235 271,296
Operating costs
and expenses 89,705 57,874 304,896 199,173
Merger costs 37,011 -- 37,011 571
Income from operations 6,097 20,060 103,328 71,552
Interest expense, net 15,466 6,649 43,832 22,715
Other income, net (4,740) (696) (24,365) (4,734)
Income before income
taxes and
extraordinary items (4,629) 14,107 83,861 53,571
Income taxes 13,351 4,044 43,814 4,393
Income before
extraordinary
loss (17,980) 10,063 40,047 49,178
Extraordinary loss
from early
extinguishment of debt (8,013) -- (11,283) (2,215)
Net income (loss) $ (25,993) $ 10,063 $ 28,764 $ 46,963
Net income (loss)
applicable
to common
stockholders $ (26,068) $ 9,988 $ 28,464 $ 46,663
Net income applicable
to common
stockholders before
nonrecurring items $ 18,709 $ 9,988 $ 65,011 $ 35,282
Basic earnings (loss)
per share:
Income before
extraordinary
loss $ (0.58) $ 0.40 $ 1.32 $ 2.09
Extraordinary loss (0.26) -- (0.37)
Net income $ (0.84) $ 0.40 $ 0.94 $ 1.99
Basic earnings per share
before nonrecurring
items $ 0.60 $ 0.40 $ 2.16 $ 1.51
Basic weighted
average shares
outstanding (000's) 30,962 24,987 30,161 23,424
Diluted earnings (loss)
per
share:
Income before
extraordinary
loss $ (0.55) $ 0.37 $ 1.27 $ 2.00
Extraordinary loss (0.24) -- (0.36) (0.09)
Net income $ (0.79) $ 0.37 $ 0.91 $ 1.91
Diluted earnings per share
before nonrecurring
items $ 0.57 $ 0.37 $ 2.07 $ 1.44
Diluted weighted average
shares outstanding
(000's) 33,089 26,937 31,411 24,492
</TABLE>
CONTACT: Suiza Foods Corporation:
J. Michael Lewis
Vice President and Treasurer
or
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler
(212) 850-5600
<PAGE> 1
EXHIBIT 99.2
[MORGEN-WALKE ASSOCIATES, INC. LETTERHEAD]
NEWS RELEASE
FOR: SUIZA FOODS CORPORATION
CONTACT: J. Michael Lewis
Vice President and Treasurer
(214) 528-9922
FOR IMMEDIATE RELEASE
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler
(212) 850-5600
SUIZA FOODS CORPORATION COMMENTS ON
PLANS FOR PACKAGING OPERATIONS
DALLAS, Texas, February 19, 1998 -- Suiza Foods Corporation (NYSE:SZA)
today commented on possible future plans for its consumer goods plastic
packaging operations which are expected to grow substantially as a result of
the recently announced definitive agreement to acquire Continental Can Company
(NYSE:CAN). Suiza is considering an eventual public offering of a minority
equity interest in its packaging operations. The Company said, however, that
any such offering would not likely occur before late 1998 or early 1999 and
that its decision regarding any such offering would be based on then prevailing
market conditions. No assurances can be given that any such transaction will be
completed.
Gregg L. Engles, Chairman and Chief Executive Officer of Suiza Foods,
said, "Upon consummation of the recently announced agreement to acquire
Continental Can, Suiza will immediately establish a solid position in the
consumer goods packaging industry complementing our already strong position in
the dairy industry. The combined packaging operations will create a significant
platform from which to pursue a consolidation strategy in the packaging
category. We are exploring whether a separate public packaging currency would
be beneficial in that regard."
-MORE-
<PAGE> 2
SUIZA FOODS COMMENTS ON POTENTIAL PACKAGING SPIN-OFF -PAGE 2-
Suiza Foods is a Dallas-based company with leading positions in the dairy,
consumer goods plastic packaging and packaged ice industries. Its principal
holdings are in fluid dairy processing, refrigerated, shelf-stable and frozen
food products, packaged ice and consumer goods plastic packaging.
Statements in this press release other than statements of historical fact
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements, as
well as Suiza's future financial condition and results, are subject to inherent
risks and uncertainties, and actual results may differ materially from the
results discussed in these forward-looking statements. Additional information
concerning these and other risk factors are contained in Suiza's latest Annual
Report on Form 10-K and in each of Suiza's other recent filings with the
Securities and Exchange Commission (SEC), copies of which are available from
the SEC and can be obtained from Suiza upon request.
###
<PAGE> 1
EXHIBIT 99.3
SUIZA FOODS COMPLETES ACQUISITION OF LAND-O-SUN DAIRIES, L.L.C.
BUSINESS WIRE - FEBRUARY 23, 1998 08:33
%SUIZA-FOODS SZA %TEXAS %TENNESSEE %FOODS %BEVERAGES %MERGERS %ACQ V%BW P%BW
- --------------------------------------------------------------------------------
DALLAS--(BUSINESS WIRE)--Feb. 23, 1998--Suiza Foods Corporation (NYSE:SZA)
reported today that it has completed the previously announced acquisition of
Land-O-Sun Dairies, L.L.C., a Johnson City, Tennessee-based processor of fluid
dairy and ice cream. Land-O-Sun reported sales of approximately $464 million in
its 1997 fiscal year. Gregg L. Engles, Suiza's Chairman and Chief Executive
Officer, commented: "Land-O-Sun is the most significant dairy business we have
acquired to date. It substantially increases our sales base, strengthening our
presence in the Southeast with complementary manufacturing and distribution
facilities. It also further solidifies our position as a leading dairy company
in the U.S. Just as importantly, it forges a relationship with Dairy Farmers of
America, which is a critical link in the supply chain for America's dairy
industry. We look forward to Land-O-Sun's contributions as we continue to build
an increasingly strong and profitable business." Suiza Foods is a Dallas-based
company with leading positions in the dairy, consumer goods plastic packaging
and packaged ice industries. Its principal holdings are in fluid dairy
processing, refrigerated, shelf-stable and frozen food products, packaged ice
and consumer goods plastic packaging. Statements in this press release other
than statements of historical fact may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements, as well as Suiza's future financial condition
and results, are subject to inherent risks and uncertainties, and actual results
may differ materially from the results discussed in these forward-looking
statements. Additional information concerning these and other risk factors are
contained in Suiza's latest Annual Report on Form 10-K and in each of Suiza's
other recent filings with the Securities and Exchange Commission (SEC), copies
of which are available from the SEC and can be obtained from Suiza upon request.
CONTACT: SUIZA FOODS CORPORATION
J. Michael Lewis
Vice President and Treasurer
(214) 528-9922
or
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler
(212) 850-5600
<PAGE> 1
SUIZA FOODS ANNOUNCES ACQUISITION OF OBERLIN FARMS DAIRY, INC.
BUSINESS WIRE - FEBRUARY 24, 1998 08:05
%SUIZA-FOODS SZA %TEXAS %OHIO %FOODS %BEVERAGES %SUPERMARKETS %RETAIL %MERGERS
%ACQ V%BW P%BW
- --------------------------------------------------------------------------------
DALLAS--(BUSINESS WIRE)--February 24, 1998--Suiza Foods Corporation (NYSE:SZA)
announced today that it has signed a definitive agreement to acquire Oberlin
Farms Dairy, Inc. of Cleveland, Ohio. Suiza will continue to operate the dairy
as Oberlin Farms Dairy and expects to retain all current management and
employees. Oberlin Farms Dairy, Inc. is a processor of milk and cultured dairy
products and had sales of approximately $76 million in its fiscal year ended
December 31, 1997. Terms of the transaction were not disclosed. Gregg L. Engles,
Suiza's Chairman and Chief Executive Officer, commented: "Oberlin Farms Dairy
will provide us with another excellent operation in the upper Midwest as we
continue to build upon our strong presence in that region. Oberlin is
strategically located in the greater Cleveland area which will allow us to
leverage our combined Midwestern distribution capabilities and to better serve
regional customers in this important market. Oberlin Farms has outstanding
management, excellent employees, and an outstanding reputation for quality
products and customer service. We anticipate that the acquisition will be
accretive to 1998 earnings and will provide an increasing contribution in the
coming years as we benefit from operating synergies and take advantage of
Suiza's purchasing power." The proposed transaction is expected to close by the
end of the second quarter of 1998 and is subject to customary conditions and
successful completion of regulatory review under the Hart-Scott-Rodino Act.
Suiza Foods is a Dallas-based company with leading positions in the dairy,
consumer goods plastic packaging and packaged ice industries. Its principal
holdings are in fluid dairy processing, refrigerated, shelf-stable and frozen
food products, packaged ice and consumer goods plastic packaging. Statements in
this press release other than statements of historical fact may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements, as well as
Suiza's future financial condition and results, are subject to inherent risks
and uncertainties, and actual results may differ materially from the results
discussed in these forward-looking statements. Additional information concerning
these and other risk factors are contained in Suiza's latest Annual Report on
Form 10-K and in each of Suiza's other recent filings with the Securities and
Exchange Commission (SEC), copies of which are available from the SEC and can be
obtained from Suiza upon request.
CONTACT: SUIZA FOODS CORPORATION
J. Michael Lewis
Vice President and Treasurer
214/528-9922
or
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media contact: Miriam Adler
212/850-5600
