SUIZA FOODS CORP, S-3, 1998-06-11

SUIZA FOODS CORP
S-3, 1998-06-11
ICE CREAM & FROZEN DESSERTS

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<PAGE> 1
As filed with the Securities and Exchange Commission on June 11, 1998.
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

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 (I.R.S. Employer
of incorporation or organization) Identification No.)

SUIZA CAPITAL TRUST II
(Exact name of registrant as specified in its charter)

Delaware 51-6507448
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

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 Dudley W. Murrey
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>
<CAPTION>
=================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5 1/2% Trust Convertible Preferred 12,000,000 preferred
Securities of Suiza Capital Trust II . . . . securities $50.00(2) $600,000,000(1)(2) $177,000.00
- ---------------------------------------------------------------------------------------------------------------------------------
Convertible Subordinated Debentures of
Suiza Foods Corporation . . . . . . . . . . . (3) (3) (3) --
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
share, of Suiza Foods Corporation . . . . . . 7,668,000 shares (4) (4) (4) (4)
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred Securities Guarantee of Suiza
Foods Corporation . . . . . . . . . . . . . . (5) (5) (5) (5)
=================================================================================================================================
Total . . . . . . . . . . . . . . . . . . . . 12,000,000 100%(2) $600,000,000 $177,000.00
=================================================================================================================================
</TABLE>
<PAGE> 2
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 of the Securities Act.

(2) Exclusive of accrued interest and distributions, if any.

(3) $600,000,000 in aggregate principal amount of 5 1/2% Convertible
Subordinated Debentures due 2028 (the "Debentures") issued by Suiza Foods
Corporation ("Suiza"), were issued and sold to Suiza Capital Trust II, a
Delaware statutory business trust (the "Issuer" or the "Trust"), in
connection with the issuance by the Trust of its 5 1/2 % Trust Convertible
Preferred Securities (the "Preferred Securities"). The Debentures may be
distributed, under certain circumstances, to the holders of Preferred
Securities for no additional consideration.

(4) The Preferred Securities are convertible into Common Stock, $0.01 par value
per share (the "Common Stock"), of Suiza. Each Preferred Security is
initially convertible into 0.6390 shares of Common Stock, subject to
adjustment under certain circumstances. This registration statement
includes such additional shares of Common Stock as may be issuable pursuant
to such adjustments. The shares of Common Stock issued upon conversion of
the Preferred Securities will be issued for no additional consideration.

(5) Includes the obligation of Suiza under the Guarantee (as defined herein)
and certain back-up undertakings under (i) the Indenture (as defined
herein) pursuant to which the Debentures were issued, (ii) the Debentures
and (iii) the Amended and Restated Declaration of Trust of the Trust,
including Suiza's obligation under the Indenture to pay costs, expenses,
debts and liabilities of the Trust (other than with respect to the
Preferred Securities and the Common Securities of the Trust), which in the
aggregate provide a full and unconditional guarantee of amounts due on the
Preferred Securities, to the extent the Trust has funds available therefor.
No separate consideration will be received for the Guarantee and such
back-up undertakings. The Guarantee is not traded separately.

----------------

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> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 11, 1998

PROSPECTUS

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 relates 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").
All of the beneficial interests of the Issuer represented by common securities
of the Issuer (the "Common Securities" and, together with the Preferred
Securities, the "Trust Securities") are owned by Suiza Foods Corporation
("Suiza"). The Issuer exists for the sole purpose of issuing the Preferred
Securities and Common Securities and investing the proceeds from the issuance
thereof in the 5 1/2% Convertible Subordinated Debentures due April 1, 2028
(the "Debentures") issued by Suiza. The Debentures are the sole assets of the
Issuer. The Preferred Securities have a preference over the Common Securities
under certain circumstances with respect to cash distributions and amounts
payable on liquidation, redemption or otherwise. See "Description of the
Preferred Securities -- Subordination of Common Securities."

The Preferred Securities, the Debentures and 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"), may be offered (the "Offering") and
sold from time to time by the holders named herein or by their transferees,
pledgees, donees or successors (collectively, the "Selling Holders") pursuant
to this Prospectus. The Offered Securities may be sold by the Selling Holders
from time to time directly to purchasers or through agents, underwriters or
dealers. See "Plan of Distribution" and "Selling Holders." If required, the
names of any such agents or underwriters involved in the sale of the Offered
Securities and the applicable agent's commission, dealer's purchase price or
underwriter's discount, if any, will be set forth in an accompanying supplement
to this Prospectus (the
<PAGE> 4
"Prospectus Supplement"). The Selling Holders will receive all of the net
proceeds from the sale of the Offered Securities and will pay all underwriting
discounts and selling commissions and transfer taxes, if any, applicable to any
such sale. Suiza is responsible for payment of all other expenses incident to
the registration of the Offered Securities. The Selling Holders and any
agents, underwriters or dealers that participate in the distribution of the
Offered Securities may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commission received by them and any profit on the
resale of the Offered Securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution" for a description of certain indemnification arrangements.
(continued on following page)

------------------------------------

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 is ___________, 1998.

2
<PAGE> 5
(continued from cover page)

Holders of the Preferred Securities are entitled to receive
preferential cumulative cash distributions from the Issuer at an annual rate of
5 1/2% of the liquidation preference of $50 per Preferred Security accruing
from the date of the original issuance of the Preferred Securities (March 24,
1998) and payable quarterly in arrears on January 1, April 1, July 1 and
October 1 of each year, commencing July 1, 1998 ("Distributions"). The
distribution rate and the distribution and other payment dates for the
Preferred Securities correspond to the interest rate and interest and other
payment dates of the Debentures. As a result, if principal or interest is not
paid on the Debentures, no amounts will be paid on the Preferred Securities.

Each Preferred Security is convertible in the manner described herein
at the option of the holder, at any time after June 22, 1998 through the
Conversion Expiration Date (as defined), into shares of Common Stock, $0.01 par
value per share, of Suiza (the "Common Stock") at an initial conversion price
of $78.25 per share of Common Stock (equivalent to a conversion rate of 0.6390
shares of Common Stock per Preferred Security), subject to adjustment in
certain circumstances. See "Description of the Preferred Securities --
Conversion Rights" and "Description of Suiza Capital Stock -- Common Stock."
The Preferred Securities have been designated for trading in the Private
Offerings, Resale and Trading through Automated Linkages Market ("PORTAL
Market"). The Common Stock is traded under the symbol "SZA" on the New York
Stock Exchange (the "NYSE").

So long as no payment event of default under the Indenture (as
defined) has occurred and is continuing, Suiza has the right to defer payment
of interest (including any Additional Interest, Additional Sums and Liquidated
Damages, each as defined) under the Debentures, at any time, or from time to
time, for a period not exceeding 20 consecutive quarters with respect to each
deferral period (each, an "Extension Period"); provided, however, that no
Extension Period may extend beyond the stated maturity of the Debentures. Upon
the termination of any such Extension Period and the payment of all amounts
then accrued and unpaid, Suiza will be entitled to elect to begin a new
Extension Period subject to the requirements set forth herein. See
"Description of Debentures -- Option to Defer Interest Payments." If such
payments on the Debentures are so deferred, Distributions on the Preferred
Securities will also be deferred and Suiza will not be permitted, subject to
certain exceptions set forth herein, to declare or pay cash distributions with
respect to Suiza's capital stock or debt securities (including guarantees of
indebtedness) that rank pari passu with or junior to the Debentures. See
"Description of the Preferred Securities -- Distributions."

During an Extension Period, interest on the Debentures will continue
to accrue (and the amount of Distributions to which holders of the Preferred
Securities are entitled will accumulate, at the stated rate per annum,
compounded quarterly) and holders of Preferred Securities will be required to
accrue original issue discount for United States federal income tax purposes.
See "Description of the Preferred Securities -- Distributions" and "Certain
Federal Income Tax Consequences -- Original Issue Discount."

Except as provided herein, the Preferred Securities are not redeemable
by the Issuer prior to April 2, 2001. The Preferred Securities are subject to
redemption, in whole or in part, on or after April 2, 2001, at the redemption
prices set forth herein, upon any permitted redemption by Suiza of Debentures.
If at any time less than 5% of the Preferred Securities remains outstanding,
such Preferred Securities shall be redeemable at the option of the Issuer in
whole, but not in part, at a redemption price of $50 per Preferred Security,
together with accumulated and unpaid Distributions thereon (whether or not
earned) (plus Liquidated Damages, if any) through the date of redemption. See
"Description of the Preferred Securities

3
<PAGE> 6
- -- Optional Redemption" and "Description of the Debentures -- Optional
Redemption." The Preferred Securities are subject to mandatory redemption upon
the payment at maturity or as a result of acceleration of the Debentures. See
"Description of the Preferred Securities -- Mandatory Redemption."

At any time following the occurrence of and during the continuation of
a Special Event (as defined), the Trust Securities are also subject to (i)
exchange, at the option of Suiza in the manner described herein, for Debentures
(see "Description of the Preferred Securities -- Special Event Exchange or
Redemption") or (ii) redemption, in whole or in part, on or after April 2,
2001, if such Special Event constitutes a Tax Event (as defined). See
"Description of the Preferred Securities -- Special Event Exchange or
Redemption." At any time, Suiza has the right to dissolve the Issuer and cause
the Debentures to be distributed to the holders of the Trust Securities in
liquidation of the Issuer. See "Description of the Preferred Securities --
Distribution of Debentures."

Suiza has, through the Guarantee (the "Guarantee"), the Declaration
(as defined) and the Indenture, taken together, fully, irrevocably and
unconditionally guaranteed, on a subordinated basis, all of the Issuer's
obligations under the Preferred Securities, but only in each case to the extent
of funds held by the Issuer, as described herein. See "Suiza Capital Trust
II," "Description of the Guarantee" and "Description of the Debentures,"
respectively. The Guarantee guarantees the payment of Distributions and
payments on liquidation or redemption of the Preferred Securities, but only to
the extent the Issuer has funds sufficient to make such payments, and is not a
guarantee of collection. See "Description of the Guarantee." If Suiza does
not make interest payments on the Debentures held by the Issuer, the Issuer
will not be able to pay Distributions on the Preferred Securities. The
Guarantee does not cover payment of Distributions when the Issuer does not have
sufficient funds to pay such Distributions. In such event, a holder of
Preferred Securities is entitled to institute a legal proceeding directly
against Suiza to enforce payment under the Debentures of such Distributions to
such holder. The obligations of Suiza under the Guarantee are subordinate and
junior in right of payment to all other liabilities of Suiza and rank pari
passu with any guarantee now or hereafter entered into by Suiza in respect of
any preferred or preference stock of any affiliate of Suiza and senior to
Common Stock. See "Description of the Guarantee -- Status of the Guarantee."

The Debentures are subordinate and junior in right of payment to all
Senior Debt (as defined) of Suiza. None of the Indenture, the Debentures, the
Guarantee or the Declaration places any limitation on the amount of secured or
unsecured debt, including Senior Debt, that may be incurred by Suiza or its
subsidiaries. See "Description of the Debentures -- Subordination."

In the event of any voluntary or involuntary dissolution of the
Issuer, after satisfaction of the creditors of the Issuer as provided by
applicable law, the holders of the Trust Securities will be entitled to receive
distributions in an amount equal to the aggregate of the stated liquidation
preference of $50 per Preferred Security plus accumulated and unpaid
Distributions (and Liquidated Damages, if any) thereon to the date of payment,
which may be in the form of a distribution of such amount in Debentures,
subject to certain exceptions. See "Description of the Preferred Securities --
Liquidation Distribution upon Dissolution."

4
<PAGE> 7
AVAILABLE INFORMATION

Suiza 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 Suiza 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. Suiza 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 Suiza. The Commission's
Web site address is http://www.sec.gov.

Each of Suiza and the Issuer has agreed that, if and for so long as
Suiza or the Issuer is not subject to the informational requirements of Section
13 or 15(d) of the Exchange Act at any time while the Trust Securities
constitute "restricted securities" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), Suiza or the Issuer, as the case may
be, will furnish to holders and beneficial owners of the Trust Securities and
to prospective purchasers designated by such holders the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit
compliance with Rule 144A.

Suiza has filed with the Commission a Registration Statement on Form
S-3, (together with all exhibits thereto, the "Registration Statement" or the
"Shelf Registration Statement") under the Securities Act with respect to the
Offered Securities. No separate financial statements of the Issuer have been
included herein. Suiza and the Issuer do not consider that such financial
statements would be material to potential investors because the Issuer is a
newly organized special purpose entity, has no operating history or independent
operations, and is not engaged in and does not propose to engage in any
activity other than holding as trust assets the Debentures and issuing the
Preferred Securities and Common Securities, and Suiza has fully and
unconditionally guaranteed all of the Issuer's obligations under the Preferred
Securities, if and to the extent the Issuer has funds to pay those obligations.
See "Suiza Capital Trust II," "Description of the Preferred Securities,"
"Description of the Guarantee," and "Description of the Debentures."

This Prospectus, which constitutes a part of the Shelf Registration
Statement, does not contain all of the information set forth in the Shelf
Registration Statement, certain items of which are contained in exhibits to the
Shelf Registration Statement, as permitted by the rules and regulations of the
Commission. For further information with respect to Suiza and the securities
offered by this Prospectus, reference is made to the Shelf Registration
Statement, including the exhibits thereto, and the financial statements and
notes incorporated by reference as a part thereof, which are on file at the
offices of the Commission and may be obtained upon payment of the fee
prescribed by the Commission, or may be examined without charge at the offices
of the Commission. Statements made in this Prospectus concerning the contents
of any document referred to herein are not necessarily complete, and, in each
such instance, are qualified in all respects by reference to the applicable
documents filed with the Commission. The Shelf Registration Statement and the
exhibits thereto filed by Suiza with the Commission may be inspected and copied
at the locations described above.

5
<PAGE> 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Suiza will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner of the securities
offered hereby, 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:

1. Suiza's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (File No. 0-28130).

2. Suiza's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998 (File No. 1-12755).

3. Suiza'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 (File No. 1-12755).

4. Suiza's Current Reports on Form 8-K filed January 15, 1998, February
25, 1998, March 9, 1998 (as amended by Current Report on Form 8-K/A
filed April 7, 1998), March 10, 1998, March 18, 1998, March 20, 1998
and June 2, 1998.

5. Continental Can Company, Inc. ("Continental Can") Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 0-6690).

6. Continental Can's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 (File No. 0-6690).

7. The description of the Common Stock contained in Suiza's Registration
Statement on Form 8-A filed on February 19, 1997 (File No. 1-12755),
including any amendments or reports filed for the purpose of updating
such description.

8. The description of the Common Stock Purchase Rights contained in
Suiza's Registration Statement on Form 8-A filed on March 10, 1998
(File No. 1-12755), including any amendments or reports filed for the
purpose of updating such description

All reports and other documents filed by Suiza 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 this Offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated

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<PAGE> 9
by reference herein shall be deemed to be modified 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 incorporated or deemed to be
incorporated by reference herein, modifies or supersedes the earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

FORWARD LOOKING INFORMATION

Certain statements and information discussed under the caption "Risk
Factors" and elsewhere in this Prospectus and the documents incorporated by
reference herein 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. 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. Among the key factors that may have a direct
bearing on Suiza's results and financial condition are: (i) risks associated
with Suiza's acquisition strategy, (ii) risks relating to Suiza's high leverage
position, (iii) risks associated with intense competition in Suiza's industries
and (iv) the impact of governmental regulations affecting the dairy industry.
Any forward-looking statements made or incorporated by reference herein speak
only as of the date of this Prospectus or the date of the document in which
they are made, as applicable. Suiza 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 change in
events, conditions, or circumstances on which any such statement is based.

7
<PAGE> 10
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and the consolidated
financial statements of Suiza and the financial statements of certain acquired
businesses (including, in each case, the notes thereto) appearing elsewhere in,
or incorporated by reference in, this Prospectus.

THE COMPANY

Suiza is a leading manufacturer and distributor of fresh milk and
related dairy products and plastic packaging in the United States. Suiza also
manufactures, distributes and markets refrigerated, shelf-stable and frozen
food products. Each of Suiza's operating subsidiaries is a leading competitor
in its market, with an established reputation for customer service and product
quality. Suiza's dairy 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.
Suiza's customers in the plastic packaging business include regional dairy
manufacturers, bottled water processors, beverage manufacturers, and consumer
and industrial products companies. Suiza has grown primarily through a
successful acquisition strategy, having consummated more than 40 acquisitions
since its initial public offering in April 1996.

Suiza is a Delaware corporation with its principal offices located at
3811 Turtle Creek Boulevard, Suite 1300, Dallas, Texas 75219 (telephone number
214-528-9922).

THE OFFERING

Offered Securities . . . . . . . . . . . . 12,000,000 of the Issuer's 5
1/2% Trust Convertible Preferred
Securities, $600,000,000
aggregate principal amount of
Suiza's 5 1/2% Convertible
Subordinated Debentures, Common
Stock issuable upon conversion
thereof, and the associated
Guarantee.

Issuer . . . . . . . . . . . . . . . . . . Suiza Capital Trust II, a
statutory business trust created
under the laws of the State of
Delaware.

Selling Holders . . . . . . . . . . . . . . The Preferred Securities were
originally issued by the Trust
and sold by the Initial
Purchasers in transactions
exempt from registration under
the Securities Act to "qualified
institutional buyers" pursuant
to Rule 144A under the
Securities Act. These
purchasers or their transferees,
pledgees, donees or successors
may from time to time offer and
sell the Offered Securities
pursuant to this Prospectus.
See "Selling Holders." The
Preferred Securities offered
hereby are designated for
trading in the PORTAL Market.
Preferred Securities sold
pursuant to this Prospectus will
no longer be eligible for
trading in the PORTAL Market.

Distributions . . . . . . . . . . . . . . . Holders of the Preferred
Securities are entitled to
receive preferential cumulative
cash distributions from the
Issuer at an annual rate of 5
1/2% of the liquidation
preference of $50 per Preferred
Security accruing from the date
of the original issuance of the
Preferred Securities (March 24,
1998) and payable quarterly in
arrears on January 1, April 1,
July 1, and October 1 of each
year, commencing July 1, 1998.
The Issuer invested the proceeds
from the initial offering in the
Debentures. The distribution
rate and the distribution and
other payment dates for the
Preferred Securities correspond
to the interest rate and the
interest and other payment dates
for the Debentures. As a
result, if principal or interest
is not paid

8
<PAGE> 11
on the Debentures, no amounts
will be paid on the Preferred
Securities. See "Description
of the Preferred Securities --
Distributions."

Distribution Deferral Provisions . . . . . So long as no payment event of
default under the Indenture (a
"Debenture Event of Default")
has occurred and is continuing,
Suiza has the right to defer
payment of interest (including
Additional Interest, Additional
Sums and Liquidated Damages, if
any) under the Debentures, at
any time, or from time to time,
for a period not exceeding 20
consecutive quarters with
respect to each Extension
Period; provided, however, that
no Extension Period may extend
beyond the stated maturity of
the Debentures. Upon the
termination of any such
Extension Period and the payment
of all amounts then accrued and
unpaid, Suiza will be entitled
to elect to begin a new
Extension Period subject to the
requirements set forth herein.
See "Description of the
Debentures -- Option to Defer
Interest Payments." If such
payments on the Debentures are
so deferred, Distributions on
the Preferred Securities will
also be deferred and Suiza will
not be permitted, subject to
certain exceptions set forth
herein, to declare or pay any
cash distributions with respect
to Suiza's capital stock or debt
securities (including guarantees
of indebtedness) that rank pari
passu with or junior to the
Debentures. See "Description of
the Preferred Securities --
Distributions."

During any Extension Period,
interest on the Debentures will
continue to accrue (and the
amount of Distributions to which
holders of the Preferred
Securities are entitled will
accumulate, at the stated rate
per annum, compounded quarterly)
and holders of Preferred
Securities will be required to
accrue original issue discount
for United States federal income
tax purposes. See "Description
of the Preferred Securities --
Distributions" and "Certain
Federal Income Tax Consequences
-- Original Issue Discount."

Liquidation Preference . . . . . . . . . . $50 per Preferred Security, and
all accumulated and unpaid
Distributions.

Conversion into Common Stock . . . . . . . Each Preferred Security is
convertible in the manner
described herein at the
option of the holder, at any
time after June 22, 1998,
through the maturity date of the
Debentures or, in the case of
Preferred Securities called for
redemption, prior to the close
of business on the Business Day
prior to the Redemption Date
(the "Conversion Expiration
Date"), into shares of Common
Stock at an initial conversion
price of $78.25 per share of
Common Stock (equivalent to a
conversion rate of 0.6390 shares
of Common Stock per Preferred
Security), subject to adjustment
in certain circumstances. See
"Description of the Preferred
Securities -- Conversion Rights"
and "Description of the
Preferred Securities --
Conversion Price Adjustments."

A holder of Preferred Securities
wishing to exercise its
conversion right shall surrender
such Preferred Securities,
together with an irrevocable
conversion notice, to the
Property Trustee (as defined) as
the paying, conversion and
exchange agent, or to such other
agent appointed for such purpose
(the "Conversion Agent"), which
shall on behalf of such holder
exchange the Preferred
Securities for a portion of the
Debentures held by the Issuer
having a principal amount equal
to the liquidation preference of
the Preferred Securities being
converted and immediately
convert such Debentures into
Common Stock at the conversion
rate then in effect. Suiza will
make no payment or allowance for
dividends on the shares of
Common Stock issued upon such
conversion. See "Description of
Preferred Securities --
Conversion Rights." Accrued but
unpaid Distributions (including
Distributions accruing during
Extension Periods, if any) will
not, in certain circumstances,
be paid to a holder in the event
of conversion.

9
<PAGE> 12

Nevertheless, a holder will be
subject to tax on such accrued
but unpaid Distributions (in
the form of original issue
discount). See "Certain
Federal Income Tax
Consequences -- Original Issue
Discount." Except with respect
to cash received in respect of
fractional shares, a holder
should not recognize gain or
loss upon the exchange through
the Conversion Agent of the
Preferred Securities for a
proportionate share of the
Debentures, and the immediate
conversion of the Debentures
into Common Stock. See "Certain
Federal Income Tax Consequences
-- Conversion of Preferred
Securities into Common Stock."

Redemption . . . . . . . . . . . . . . . . Except as provided herein, the
Preferred Securities are not
redeemable by the Issuer prior
to April 2, 2001. The Preferred
Securities are subject to
redemption, in whole or in part,
on or after April 2, 2001, at
the redemption prices set forth
herein, upon any permitted
redemption by Suiza of
Debentures. If at any time less
than 5% of the Preferred
Securities remains outstanding,
such Preferred Securities shall
be redeemable at the option of
the Issuer, in whole, but not in
part, at a redemption price of
$50 per Preferred Security
together with accumulated and
unpaid Distributions thereon
(whether or not earned) through
the date of redemption. See
"Description of the Preferred
Securities -- Optional
Redemption" and "Description of
the Debentures -- Optional
Redemption." The Preferred
Securities are subject to
mandatory redemption upon the
payment at maturity or as a
result of acceleration of the
Debentures. See "Description of
the Preferred Securities --
Mandatory Redemption."

Special Event Exchange or Redemption . . . At any time following the
occurrence and during the
continuation of a Special Event,
the Company Trustees (as
defined) shall direct the
Conversion Agent to exchange all
outstanding Trust Securities for
Debentures and to dissolve the
Trust; provided, however, that,
in the case of a Tax Event,
Suiza shall have the right to
direct the Indenture Trustee (as
defined) that less than all, or
none, of the Trust Securities be
so exchanged (a) if and for so
long as Suiza elects to pay
Additional Sums (as defined)
such that the net amounts
received by the holders of Trust
Securities not so exchanged are
not reduced as a result of any
additional taxes resulting from
a Tax Event (and Suiza shall not
have revoked any such election
or failed to make such payments)
or (b) if Suiza elects to redeem
the Trust Securities in the
manner set forth herein. In the
event the Debentures are
redeemed by Suiza, the Preferred
Securities will be redeemed by
the Issuer Trustees (as defined)
at $50 per Preferred Security
plus accumulated and unpaid
Distributions thereon (whether
or not earned) through the date
of redemption. See "Description
of the Preferred Securities --
Special Event Exchange or
Redemption."

Distribution of Debentures . . . . . . . . At any time, Suiza has the right
to dissolve the Issuer and,
after satisfaction of the
liabilities of creditors of the
Issuer as provided by applicable
law, cause the Debentures to be
distributed to the holders of
the Trust Securities in
liquidation of the Trust. See
"Description of the Preferred
Securities -- Distribution of
Debentures."

Guarantee . . . . . . . . . . . . . . . . . Pursuant to the Guarantee, Suiza
has irrevocably guaranteed, on a
subordinated basis, to the
extent set forth herein, the
payment in full of: (a) any
accumulated and unpaid
Distributions payable by the
Issuer on the Preferred
Securities, if and to the extent
the Issuer has funds sufficient
to make such payments; (b) the
redemption price of any
Preferred Securities called for
redemption, if and to the extent
the Issuer has funds sufficient
to make such payments; and (c)
certain payments upon a
voluntary or involuntary
dissolution, winding up or
liquidation of the Issuer
(unless the Debentures are
distributed to holders of the
Preferred Securities), if and to
the extent that there are
sufficient assets of the Issuer

10
<PAGE> 13
available for distribution to
holders of the Preferred
Securities. See "Description of
the Guarantee -- General." The
Guarantee constitutes an
unsecured obligation of Suiza
and ranks subordinate and junior
in right of payment to all other
liabilities of Suiza and pari
passu with any guarantee now or
hereafter entered into by Suiza
in respect of any preferred or
preference stock of any
affiliate of Suiza and senior to
the Common Stock. A holder of
Preferred Securities is entitled
to enforce Suiza's obligations
under the Guarantee directly
against Suiza, and Suiza has
waived any right to require that
an action be brought against the
Issuer or any other person
before proceeding against Suiza.
See "Description of the
Guarantee -- Status of
Guarantee."

Voting Rights . . . . . . . . . . . . . . . Holders of Preferred Securities
generally have voting rights
relating only to the amendment
of the Preferred Securities.
Holders of Preferred Securities
have no rights to appoint or
remove the Issuer Trustees, who
may be appointed, removed or
replaced solely by Suiza, as the
direct or indirect holder of the
Common Securities. The Issuer
Trustees and Suiza may amend the
Declaration without the consent
of holders of Preferred
Securities to, among other
things, ensure that the Issuer
will be classified for United
States federal income tax
purposes as a grantor trust even
if such action adversely affects
the interests of such holders.
See "Description of the
Preferred Securities -- Voting
Rights; Amendment of
Declaration."

Debentures . . . . . . . . . . . . . . . . The Debentures mature on April
1, 2028, and bear interest at
the rate of 5 1/2% per annum
payable quarterly in arrears.
So long as no payment event of
default under the Indenture has
occurred and is continuing,
Suiza will have the right from
time to time to defer interest
(including Additional Interest
and Liquidated Damages, if any)
under the Debentures, for a
period not exceeding 20
consecutive quarters with
respect to each Extension Period
and provided further that no
such deferral of interest
payments may extend beyond the
stated maturity of the
Debentures. If Suiza defers
interest payments longer than
one quarter, subject to certain
exceptions, it will be
prohibited from, among other
things, declaring or paying
dividends on any of its capital
stock, other than its Series A
Preferred Stock, and making
certain other payments with
respect to debt securities
issued by Suiza that rank pari
passu with or junior to the
Debentures until quarterly
interest payments are resumed
and all accumulated and unpaid
interest on the Debentures is
brought current. The Debentures
are convertible into shares of
Common Stock at the option of
the holders at any time prior to
the Conversion Expiration Date,
initially at a conversion price
of $78.25 in principal amount of
Debentures per share of Common
Stock (equivalent to a
conversion rate of 0.6390 shares
of Common Stock for each $50 in
principal amount of Debentures),
subject to certain adjustments
set forth herein. The Issuer
has covenanted for so long as
the Preferred Securities are
outstanding not to convert
Debentures except pursuant to a
notice of conversion delivered
to the Conversion Agent by a
holder of Preferred Securities.
See "Description of the
Debentures -- Conversion of the
Debentures."

In addition, on and after April
2, 2001, the Debentures will be
redeemable at the option of
Suiza at any time, in whole or
in part, at the redemption
prices set forth herein,
together with accrued but unpaid
interest on the portion being
redeemed to the date fixed for
redemption. The Debentures are
also redeemable, in whole or in
part, upon the occurrence and
during the continuation of a Tax
Event. See "Description of the
Debentures -- Optional
Redemption."

The payment of the principal of
and interest on the Debentures is
subordinated in right of payment
to all Senior Debt of Suiza.
See "Description of the
Debentures

11
<PAGE> 14
-- Subordination." While the
Preferred Securities are
outstanding, the Issuer does
not have the right to amend the
Indenture or the terms of the
Debentures in a way that
adversely affects the holders of
the Preferred Securities or to
waive a Debenture Event of
Default without the consent of
holders of at least a majority
in aggregate liquidation
preference of the Preferred
Securities and, in certain
cases, the Common Securities,
then outstanding. None of the
Indenture, the Debentures, the
Guarantee or the Declaration
places any limitation on the
amount of secured or unsecured
debt, including Senior Debt,
that may be incurred by Suiza or
its subsidiaries.

Use of Proceeds . . . . . . . . . . . . . . The Selling Holders will receive
all of the proceeds from the
sale of the Offered Securities.
Neither Suiza nor the Trust will
receive any proceeds from the
sale of the Offered Securities.

Registration Rights . . . . . . . . . . . . The Issuer and Suiza have agreed
to keep the Registration
Statement of which this
Prospectus forms a part (the
"Shelf Registration Statement")
effective until the earlier of:
(i) when all the Preferred
Securities covered by the Shelf
Registration Statement have been
sold pursuant to the Shelf
Registration Statement; (ii)
when all the Debentures issued
to holders in respect of
Preferred Securities that had
not been sold pursuant to the
Shelf Registration Statement
have been sold pursuant to the
Shelf Registration Statement;
(iii) when all shares of Common
Stock issued upon conversion of
any such Preferred Securities or
any such Debentures that have
not been sold pursuant to the
Shelf Registration Statement
have been sold pursuant to the
Shelf Registration Statement; or
(iv) such date when the holders
of the Offered Securities are
able to sell all such Offered
Securities immediately without
restriction pursuant to Rule
144(k) under the Securities Act
(or any successor rule thereto
or otherwise) (the
"Effectiveness Period"). In the
event that the Shelf
Registration Statement ceases to
be effective or the use of any
prospectus related thereto is
suspended during the
Effectiveness Period for more
than 90 days, whether or not
consecutive, during any 12-month
period, then the interest rate
borne by the Debentures and the
distribution rate borne by the
Preferred Securities each will
increase by an additional 0.50%
per annum from the 91st day of
the applicable 12-month period
until such time as the Shelf
Registration Statement again
becomes effective or the use of
the prospectus related thereto
is no longer suspended or, if
earlier, the end of the
Effectiveness Period. See
"Description of the Preferred
Securities -- Registration
Rights."

Trading . . . . . . . . . . . . . . . . . . The Preferred Securities have
been designated for trading in
the PORTAL Market. Preferred
Securities sold pursuant to this
Prospectus will no longer be
eligible for trading in the
PORTAL Market. The Common Stock
is traded on the NYSE under the
symbol "SZA."

Risk Factors . . . . . . . . . . . . . . . Prospective investors should
carefully consider certain risk
factors relating to an
investment in the Offered
Securities. See "Risk Factors."

12
<PAGE> 15
RISK FACTORS

In considering the matters set forth in this Prospectus, prospective
purchasers of the Offered Securities should carefully review the information
contained elsewhere or incorporated by reference in this Prospectus and should
carefully consider the significant risks and uncertainties described below,
which are associated with an investment in the Offered Securities.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

Suiza's strategy is to continue to expand its dairy, food distribution
and plastic packaging businesses primarily through acquisitions of strong
regional operators in new markets and consolidating or add-on acquisitions.
Suiza may encounter increased competition for acquisitions in the future, which
could result in acquisition prices that Suiza does not consider acceptable.
There can be no assurance that Suiza will find additional suitable acquisition
candidates at acceptable prices or succeed in integrating acquired businesses
into Suiza's existing business or in retaining key customers of acquired
businesses. There can also be no assurance that Suiza will have sufficient
available capital resources to realize its acquisition strategy. See "--
Substantial Indebtedness."

Although Suiza often acquires operations in new markets requiring
minimal integration into its existing operations, the success of Suiza's
acquisition strategy is also dependent on the ability of Suiza to integrate
acquisitions into Suiza's existing operations. In addition, Suiza's recent
growth has required, and is expected to continue to require, a significant
amount of 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 Suiza will realize
meaningful economies of scale or operating efficiencies from its acquisitions.
The failure of Suiza to successfully integrate acquired operations could have a
material adverse effect on Suiza's operations.

RANKING OF SUBORDINATE OBLIGATIONS UNDER THE GUARANTEE AND THE DEBENTURES

The obligations of Suiza under the Guarantee issued by Suiza for the
benefit of the holders of Preferred Securities is unsecured and ranks
subordinate and junior in right of payment to all other liabilities of Suiza
and pari passu with any guarantee now or hereafter entered into by Suiza in
respect of any preferred or preference stock of any affiliate of Suiza. The
obligations of Suiza under the Debentures are subordinate and junior in right
of payment to all present and future Senior Debt, and pari passu with the $100
million aggregate principal amount of 5% convertible subordinated debentures
due 2018 (the "LOS Debentures") issued by Suiza in connection with its
acquisition of Land-O-Sun Dairies, L.L.C. ("Land-O-Sun"). The ability of the
Issuer to pay amounts due on the Preferred Securities is solely dependent upon
Suiza making payments on the Debentures as and when required. None of the
Indenture, the Debentures, the Guarantee or the Declaration places any
limitation on the amount of secured or unsecured debt, including Senior Debt,
that may be incurred by Suiza or its subsidiaries. See "Description of the
Guarantee -- Status of the Guarantee."

STRUCTURAL SUBORDINATION

The Debentures are obligations of Suiza exclusively. Since all of
Suiza's operations are conducted through subsidiaries, Suiza's cash flow and,
consequently, its ability to service debt, including the Debentures, is
dependent upon the earnings of its subsidiaries and the transfer of funds by
those subsidiaries to Suiza. See "-- Substantial Indebtedness."

13
<PAGE> 16
In addition, creditors of Suiza's subsidiaries would be entitled to a
claim on the assets of such subsidiaries prior to any claims by Suiza in
respect of its equity interests in such subsidiaries. Consequently, in the
event of a liquidation or reorganization of any subsidiary, creditors of such
subsidiary are likely to be paid in full before any distribution is made to
Suiza, except to the extent that Suiza itself is recognized as a creditor of
such subsidiary, in which case the claims of Suiza would still be subordinate
to any security interest in the assets of such subsidiary and any indebtedness
of such subsidiary senior to that held by Suiza. See "Description of the
Preferred Securities -- Distributions" and "Description of the Debentures --
Option to Extend Interest Payment Period."

OPTION TO DEFER INTEREST PAYMENTS; TAX CONSEQUENCES; TRADING PRICE

So long as there is no continuing payment event of default under the
Debentures, Suiza has the right under the Indenture to defer the payment of
interest (including Additional Interest, Additional Sums and Liquidated
Damages, if any) on the Debentures at any time or from time to time for a
period not exceeding 20 consecutive quarters with respect to each Extension
Period, provided that no Extension Period may extend beyond the stated maturity
of the Debentures. Upon the termination of any Extension Period and the
payment of all amounts accrued and unpaid, Suiza will be entitled to select a
new Extension Period, subject to the requirements described herein. As a
consequence of any such deferral, quarterly Distributions on the Preferred
Securities by the Issuer will be deferred, and the amount of Distributions to
which holders of the Preferred Securities are entitled will accumulate
additional Distributions, during any such Extension Period.

Should an Extension Period occur, a holder of Preferred Securities
will continue to accrue income (in the form of original issue discount) in
respect of its pro rata share of the deferred interest allocable to the
Debentures held by the Issuer for United States federal income tax purposes.
As a result, a holder of Preferred Securities will include such income in gross
income for United States federal income tax purposes in advance of the receipt
of cash, and will not receive the cash related to such income from the Issuer
if the holder disposes of the Preferred Securities prior to the record date for
the payment of Distributions. See "Certain Federal Income Tax Consequences --
Original Issue Discount." Moreover, if a holder of Preferred Securities
converts its Preferred Securities into shares of Common Stock during an
Extension Period, the holder will not receive any cash related to the deferred
Distributions. See "Description of the Preferred Securities -- Distributions."

Suiza has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the
Debentures. However, should Suiza elect to exercise such right in the future,
the market price of the Preferred Securities is likely to be affected. Except
as discussed under "Description of the Preferred Securities -- Optional
Redemption" and "Description of the Debentures -- Optional Redemption," a
holder that disposes of its Preferred Securities during an Extension Period,
therefore, might not receive the same return on its investment as a holder that
continues to hold its Preferred Securities. In addition, as a result of the
existence of Suiza's right to defer interest payments on the Debentures, the
market price of the Preferred Securities (which represent preferred undivided
beneficial interests in the Debentures, the sole asset of the Issuer) may be
more volatile than the market prices of other securities on which original
issue discount accrues that are not subject to such deferrals.

SPECIAL EVENT EXCHANGE OR REDEMPTION

Upon certain circumstances following the occurrence and continuation
of a Special Event, the Preferred Securities will also be subject to (i)
exchange in whole or in part, in the manner described herein, for the
Debentures, or (ii) in the case of a Tax Event, redemption in whole or in part,
at Suiza's option, on

14
<PAGE> 17
or after April 2, 2001. See "Description of the Preferred Securities --
Special Event Exchange or Redemption."

There can be no assurance as to the market prices for Preferred
Securities or Debentures that may be distributed in exchange for Preferred
Securities if a liquidation of the Issuer occurs or if the Preferred Securities
are exchanged for Debentures in connection with a Special Event. Accordingly,
the Preferred Securities that an investor may purchase, or the Debentures that
a holder of Preferred Securities may receive on liquidation of the Issuer, may
trade at a discount to the price that the investor paid to purchase the
Preferred Securities offered hereby. Because holders of Preferred Securities
may receive Debentures on dissolution of the Issuer or if the Preferred
Securities are exchanged for Debentures in connection with a Special Event,
prospective purchasers of Preferred Securities are also making an investment
decision with regard to the Debentures and should carefully review all the
information regarding the Debentures contained herein. See "Description of the
Preferred Securities -- Special Event Exchange or Redemption" and "Description
of the Debentures -- General."

RIGHTS UNDER THE GUARANTEE

Pursuant to the Guarantee, Suiza has guaranteed on a subordinated
basis to the holders of the Preferred Securities the following payments, to the
extent not paid by the Issuer: (i) any accumulated and unpaid Distributions
required to be paid on the Preferred Securities, if and to the extent that the
Issuer has funds on hand available therefor at such time, (ii) the redemption
price with respect to any Preferred Securities called for redemption, if and to
the extent that the Issuer has funds on hand available therefor at such time,
and (iii) upon a voluntary or involuntary dissolution, winding-up or
liquidation of the Issuer (unless the Debentures are distributed to holders of
the Preferred Securities), the lesser of (a) the aggregate of the liquidation
preference and all accumulated and unpaid Distributions to the date of payment,
if and to the extent that the Issuer has funds on hand available therefor at
such time and (b) the amount of assets of the Issuer that remain available for
distribution to holders of the Preferred Securities upon the liquidation of the
Issuer.

As part of the Guarantee, Suiza agreed that it will honor all
obligations described therein relating to the conversion or exchange of the
Preferred Securities into or for Common Stock or Debentures.

The holders of not less than a majority in aggregate liquidation
preference of the outstanding Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee (as defined) in respect of the Guarantee or to direct the
exercise of any trust power conferred upon the Guarantee Trustee under the
Guarantee. If the Guarantee Trustee fails to enforce the Guarantee, any holder
of Preferred Securities will have the right to institute a proceeding directly
against Suiza to enforce its rights under the Guarantee without first
instituting a proceeding against the Issuer, the Guarantee Trustee or any other
person or entity. If Suiza were to default on its obligation to pay amounts
payable under the Debentures, the Issuer would lack funds for the payment of
Distributions or amounts payable on redemption of the Preferred Securities or
otherwise, and, in such event, holders of the Preferred Securities will not be
able to rely upon the Guarantee for payment of such amount. Instead, if an
event of default under the Debentures has occurred and is continuing, a holder
of Preferred Securities will be required to rely on the enforcement by the
Property Trustee of its rights as registered holder of the Debentures against
Suiza pursuant to the terms of the Indenture and the Debentures. If, however,
such event is attributable to the failure of Suiza to pay interest on or
principal of the Debentures on the payment date on which such payment is due
and payable, then a holder of Preferred Securities will have the right to
directly institute a proceeding against Suiza for enforcement of payment to
such holder of the interest on or principal of such Debentures having a
principal amount equal to the

15
<PAGE> 18
aggregate liquidation preference of the Preferred Securities of such holder (a
"Direct Action"). In connection with such Direct Action, Suiza will be
subrogated to the rights of such holder of Preferred Securities under the
Declaration to the extent of any payment made by Suiza to such holder of
Preferred Securities in such Direct Action. Except as set forth herein, holders
of Preferred Securities will not be able to exercise directly any other remedy
available to the holders of Debentures or assert directly any other rights in
respect of the Debentures. See "Description of the Preferred Securities --
Enforcement of Certain Rights by Holders of Preferred Securities," "Description
of the Guarantee" and "Description of the Debentures -- Debenture Events of
Default." The Declaration provides that each holder of Preferred Securities by
acceptance thereof agrees to the provisions of the Guarantee and the Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If an event of default under the Declaration occurs and is continuing,
then the holders of Preferred Securities will rely on the enforcement by the
Property Trustee of its rights as the holder of the Debentures against Suiza.
In addition, the holders of a majority in aggregate liquidation preference of
the Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or
to direct the exercise of any trust or power conferred upon the Property
Trustee under the Declaration, including the right to direct the Property
Trustee to exercise the remedies available to it as a holder of the Debentures.
If the Property Trustee fails to enforce its rights as holder of the Debentures
after a request therefor by a holder of Preferred Securities, such holder will
have the right to proceed to enforce such rights directly against Suiza.
Notwithstanding the foregoing, if a Declaration Event of Default occurs that
results from the failure of Suiza to pay principal of or interest on the
Debentures when due (or in the case of a redemption, on the redemption date),
during the continuance of such an event of default a holder of Preferred
Securities may institute a Direct Action against Suiza to obtain payment to
such holder of such principal or interest on Debentures having a principal
amount equal to the aggregate liquidation amount of the Preferred Securities
owned of record by such holder. See "Description of the Preferred Securities
- -- Declaration Events of Default; Notice" and "-- Voting Rights; Amendment of
the Declaration."

LIMITED VOTING RIGHTS

Holders of the Preferred Securities generally have voting rights
relating only to the amendment of the Preferred Securities. Holders of the
Preferred Securities are not entitled to vote to appoint, remove or replace the
Issuer Trustees, which voting rights are vested exclusively in Suiza, as the
holder of the Common Securities. The Issuer Trustees and Suiza may amend the
Declaration without the consent of holders of Preferred Securities to ensure
that the Issuer will be classified for United States federal income tax
purposes as a grantor trust even if such action adversely affects the interests
of such holders. See "Description of the Preferred Securities -- Voting
Rights; Amendment of the Declaration."

ABSENCE OF PUBLIC MARKET FOR THE PREFERRED SECURITIES

The Preferred Securities have been designated for trading in the
PORTAL Market, although there can be no assurance that any market for the
Preferred Securities will develop or, if one does develop, that it will be
maintained. If an active market for the Preferred Securities fails to develop
or be sustained, the trading price of the Preferred Securities could be
adversely affected.

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<PAGE> 19
TRADING PRICE OF PREFERRED SECURITIES

The Preferred Securities may trade at a price that does not fully
reflect the value of accrued but unpaid interest with respect to the underlying
Debentures. A holder disposing of Preferred Securities between record dates
for payments of Distributions thereon will be required for United States
federal income tax purposes to include accrued but unpaid interest on the
Debentures through the date of disposition in income as ordinary income (i.e.,
original issue discount), and to add such amount to the adjusted tax basis in
the holder's Preferred Securities. To the extent the selling price is less than
the holder's adjusted tax basis (which will include, in the form of original
issue discount, all accrued but unpaid interest) and if the Preferred
Securities are held as capital assets, a holder will recognize a capital loss.
Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes. See
"Certain Federal Income Tax Consequences -- Sales of Preferred Securities."

COMPETITION

Suiza's dairy and food distribution businesses are subject to
significant competition from dairy operations and large national food service
distributors that operate in Suiza's markets. Competition in the dairy and food
distribution businesses is based primarily on service, price, brand
recognition, quality and breadth of product line. Certain of Suiza's
competitors are large, well capitalized and may have greater financial,
operational and marketing resources than Suiza.

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 Suiza's regional markets could have an adverse
effect on Suiza.

The plastic packaging industry is also subject to significant
competition. Suiza competes with larger independent manufacturing companies
and vertically integrated food and industrial companies that operate captive
plastic packaging manufacturing facilities. The primary competitive factors in
the plastic packaging industry are price, quality and service. Many of Suiza's
competitors in the plastics industry are larger and better capitalized than
Suiza, and have greater resources than Suiza.

SUBSTANTIAL INDEBTEDNESS

Suiza has substantial indebtedness. Under Suiza's senior credit
facility (the "Senior Credit Facility"), Suiza can incur substantial amounts of
additional indebtedness in the future. None of the Indenture, the Debentures,
the Guarantee or the Declaration places any limitation on the amount of secured
or unsecured debt, including Senior Debt, that may be incurred by Suiza or its
subsidiaries.

The Senior Credit Facility and related debt service obligations may
(i) limit Suiza's ability to obtain additional financing in the future, (ii)
require Suiza 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 Suiza for other purposes, (iii) limit Suiza's flexibility in
planning for, or reacting to, changes in its business and market conditions,
and (iv) impose additional financial and operational restrictions on Suiza,
including restrictions on dividends.

Suiza'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

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<PAGE> 20
other factors, some of which are beyond Suiza's control. Suiza has pledged the
stock of its subsidiaries (except for 35% of the capital stock of its Garrido y
Compania, Inc. subsidiary) to secure its indebtedness under the Senior Credit
Facility. The failure of Suiza 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 Suiza. Suiza periodically enters into various interest hedging agreements
to reduce its exposure to interest rate fluctuations. To the extent
indebtedness under the Senior Credit Facility exceeds the amount covered by any
such agreements, Suiza will be subject to interest rate risk.

GOVERNMENT REGULATION; RAW MATERIAL COSTS

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,
and such an increase could reduce the profitability of Suiza's operations and
have a material adverse effect on Suiza. The United States Department of
Agriculture has recently proposed a number of changes to the Federal Milk
Marketing Order program, including changes in pricing classifications for
certain dairy products. It is uncertain whether these proposals will be adopted
in their current or another form or, if adopted, what the impact of any final
rules would have on the market for dairy products. There can be no assurance
that any changes in the current Federal Milk Marketing Order program would not
have a material adverse effect on Suiza.

As a manufacturer and distributor of food products, Suiza is subject
to federal, state and local laws and regulations governing the manufacture
(including composition and ingredients), labeling, packaging and safety of
food. The United States Food and Drug Administration and various state and
local agencies are authorized to enforce these laws and regulations by
inspecting Suiza's facilities and requiring remedial action where necessary.
Although Suiza maintains quality control programs designed to address these
issues, an actual or perceived problem with the quality or safety of products
at any of Suiza's facilities could 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 Suiza. Suiza's
operations are also subject to other federal, Puerto Rico, state and local
governmental regulation.

DEPENDENCE ON KEY PERSONNEL

The future success of Suiza's business operations is dependent in part
on the efforts and skills of certain key members of management. The loss of
any of its key members of management could have an adverse effect on Suiza.
Suiza 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 Suiza's income derived
from its dairy, fruit drink and plastic packaging 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

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<PAGE> 21
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

Suiza's Certificate of Incorporation and Bylaws contain provisions
that may delay, defer or prevent a change in control of Suiza that stockholders
might view as being in their best interests, including a change of control that
might result in a premium over the market price for shares of Common Stock.
Among other things, these provisions: (i) authorize the Suiza Board of
Directors to issue preferred stock in series with the terms of each series to
be fixed by the Suiza Board of Directors; (ii) divide Suiza's Board of
Directors 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. In addition, Suiza has a
stockholder rights plan, which will cause substantial dilution to a person or
group that attempts to acquire Suiza in certain circumstances. Such
stockholder rights plan may also delay, defer or prevent a change of control of
Suiza. See "Description of Suiza Capital Stock."

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<PAGE> 22
THE COMPANY

SUIZA CAPITAL TRUST II

Suiza Capital Trust II (the "Issuer" or the "Trust") is a statutory
business trust formed under Delaware law pursuant to (i) a declaration of trust
(the "Declaration") executed by Suiza, as sponsor of the Trust, and the
trustees of the Issuer (the "Issuer Trustees") and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware.
Suiza has acquired Common Securities in an aggregate liquidation amount equal
to 3.0% of the total capital of the Issuer. The Common Securities rank pari
passu, and payment will be made thereon pro rata, with the Preferred
Securities, except that, upon the occurrence and during the continuance of a
payment event of default under the Declaration, the rights of the holders of
the Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the Preferred Securities. The Debentures are the sole assets of the
Issuer. The Issuer exists for the exclusive purpose of (i) issuing the
Preferred Securities and Common Securities representing undivided beneficial
interests in the assets of the Trust, (ii) investing the gross proceeds of the
Preferred Securities and Common Securities in the Debentures and (iii) engaging
in only those other activities necessary or incidental thereto. The Trust is
classified for United States federal income tax purposes as a grantor trust and
not as an association taxable as a corporation. Suiza has taken the position
that the Debentures will be classified as indebtedness for United States
federal income tax purposes. By purchasing Preferred Securities, investors
agree to treat the Trust and the Debentures in a manner consistent with such
characterization. See "Certain Federal Income Tax Consequences."

Pursuant to the Declaration, the number of Issuer Trustees initially
is five. Three of the Issuer Trustees (the "Company Trustees") are individuals
who are employees or officers of or who are affiliated with Suiza. The fourth
Issuer Trustee is a financial institution that is unaffiliated with Suiza (the
"Property Trustee"). The fifth Issuer Trustee is an entity that maintains its
principal place of business in the State of Delaware (the "Delaware Trustee").
Initially, Wilmington Trust Company, a Delaware banking corporation, is the
Property Trustee and the Delaware Trustee until, in each case, removed or
replaced by the Company Trustees. Wilmington Trust Company also acts as
indenture trustee under the Guarantee (the "Guarantee Trustee") and under the
Indenture (the "Indenture Trustee"). See "Description of the Guarantee" and
"Description of the Preferred Securities."

The Property Trustee holds title to the Debentures for the benefit of
the holders of the Preferred Securities, and the Property Trustee has the power
to exercise all rights, powers and privileges under the Indenture as the holder
of the Debentures. In addition, the Property Trustee maintains exclusive
control of a segregated non-interest bearing bank account (the "Property
Account") to hold all payments made in respect of the Debentures for the
benefit of the holders of Preferred Securities. Suiza, as the direct or

20
<PAGE> 23
indirect holder of all of the Common Securities, has the right to appoint,
remove or replace any of the Issuer Trustees and to increase or decrease the
number of Issuer Trustees, provided that the number of Issuer Trustees shall be
at least three, the majority of which shall be Company Trustees. Suiza pays all
fees and expenses related to the Trust. See "Description of the Debentures."

The rights of the holders of the Preferred Securities, including
economic rights, rights to information and voting rights, if any, are as set
forth in the Declaration and the Delaware Business Trust Act, as amended (the
"Trust Act"). See "Description of the Preferred Securities." The Declaration,
the Indenture and the Guarantee also incorporate by reference the terms of the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
Declaration, the Indenture and the Guarantee are qualified under the Trust
Indenture Act. Wilmington Trust Company acts as Indenture Trustee for the
Debentures for purposes of complying with the Trust Indenture Act.

The place of business and telephone number of the Trust are the
principal executive offices and telephone number of Suiza.

ACCOUNTING TREATMENT

For financial reporting purposes, the Trust is treated as a subsidiary
of Suiza and, accordingly, the accounts of the Trust are included in the
consolidated financial statements of Suiza. The Preferred Securities are
presented as a separate line item in the consolidated balance sheet of Suiza
entitled "mandatorily redeemable trust issued convertible preferred securities"
and appropriate disclosures about the Preferred Securities, the Guarantee and
the Debentures are included in the notes to Suiza's consolidated financial
statements. For financial reporting purposes, Suiza will record Distributions
payable on the Preferred Securities as a financing charge to earnings in
Suiza's consolidated statement of income.

USE OF PROCEEDS

The Selling Holders will receive all of the proceeds from any sale of
the Offered Securities. Neither Suiza nor the Trust will receive any proceeds
from the sale of the Offered Securities.

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<PAGE> 24
DESCRIPTION OF THE PREFERRED SECURITIES

This summary of certain provisions of the Preferred Securities and the
Declaration does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the Declaration (a copy
of which is available upon request to the Issuer), the Trust Act and the Trust
Indenture Act, which is incorporated by reference in the Declaration. Whenever
particular defined terms of the Declaration are referred to herein, these
defined terms are incorporated herein by reference.

GENERAL

The Declaration authorized the Issuer Trustees to issue the Preferred
Securities and the Common Securities on behalf of the Trust. The Issuer
invested the proceeds from the issuance and sale of the Preferred Securities
and the Common Securities in the Debentures. The Preferred Securities
represent preferred undivided beneficial interests in the assets of the Issuer
and entitle the holders thereof to a preference in certain circumstances with
respect to Distributions and amounts payable on redemption or liquidation over
the Common Securities, as well as other benefits as described in the
Declaration.

All of the Common Securities are owned by Suiza. The Preferred
Securities rank pari passu, and payments will be made thereon pro rata, with
the Common Securities except as described under "-- Subordination of Common
Securities." Legal title to the Debentures is held by the Property Trustee for
the benefit of the holders of the Preferred Securities and Common Securities.
The Declaration does not permit the issuance by the Issuer of any securities
other than the Preferred Securities and the Common Securities or the incurrence
of any indebtedness by the Issuer. The payment of Distributions out of money
held by the Issuer, and payments upon redemption of the Preferred Securities or
liquidation of the Issuer, are guaranteed by Suiza to the extent described
under "Description of the Guarantee." The Guarantee is held by Wilmington
Trust Company, as the Guarantee Trustee, for the benefit of the holders of the
Preferred Securities. The Guarantee does not cover payment of Distributions
when the Issuer does not have sufficient available funds to pay such
Distributions. The remedy of a holder of Preferred Securities in such an event
is as described herein in "-- Voting Rights; Amendment of the Declaration."

DISTRIBUTIONS

Distributions on the Preferred Securities are payable at the annual
rate of 5 1/2% of the liquidation preference of $50 per Preferred Security.
Distributions accumulate from the date of original issuance of the Preferred
Securities (March 24, 1998) and are payable quarterly in arrears on January 1,
April 1, July 1, and October 1 of each year to the holders of record of the
Preferred Securities on the applicable record date, commencing July 1, 1998
when, as and if available for payment, except as otherwise described below.
The amount of Distributions payable for any period is computed on the basis of
a 360-day year of twelve 30-day months. In the event that any date on which
Distributions are payable on the Preferred Securities is not a Business Day,
the payment of the Distributions payable on such date will be made on the next
succeeding day that is a Business Day and without any additional Distributions
or other payment in respect of any such delay, except that, if such Business
Day is in the next succeeding calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the relevant distribution payment date (each date on which
Distributions are payable in accordance with the foregoing, a "Distribution
Date"). A "Business Day" means any day other than a Saturday or a Sunday, or a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed or a day on which the
corporate trust office of the Property Trustee or the Indenture Trustee is
closed for business.

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<PAGE> 25
So long as no Debenture Event of Default (relating solely to clauses
(i) and (ii) under the definition thereof) has occurred and is continuing,
Suiza has the right under the Indenture to defer payment of interest (including
Additional Interest, Additional Sums and Liquidated Damages, if any) under the
Debentures, at any time, or from time to time, for a period not exceeding 20
consecutive quarters with respect to each Extension Period; provided, however,
that no Extension Period may extend beyond the stated maturity of the
Debentures. If such payments on the Debentures are so deferred, quarterly
Distributions on the Preferred Securities will also be deferred by the Issuer
during any such Extension Period. Distributions to which holders of the
Preferred Securities would otherwise be entitled during any such Extension
Period will accumulate additional interest thereon (and the amount of
Distributions to which holders of Preferred Securities are entitled will
accumulate at the rate per annum set forth herein, compounded quarterly) on the
relevant Distribution Date. The term "Distributions" as used herein includes
any such interest (including any Additional Interest, Additional Sums and
Liquidated Damages, if any, all as defined). During any such Extension Period,
Suiza may not, and shall not permit any of its subsidiaries to, (i) declare or
pay any dividends on, make distributions with respect to, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of Suiza's capital
stock, other than dividends with respect to its Series A Preferred Stock, or
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities (including guarantees of indebtedness)
issued by Suiza that rank pari passu with or junior to the Debentures (other
than with respect to both (i) and (ii) (a) any dividend, redemption,
liquidation, interest, principal or guarantee payment by Suiza where the
payment is made with securities (including capital stock) that rank pari passu
with or junior to the securities on which such dividend, redemption,
liquidation, interest, principal or guarantee payment is being made, (b)
payments under the Guarantee, (c) purchases of Common Stock related to the
issuance of Common Stock under any of Suiza's benefit plans for its directors,
officers or employees, (d) as a result of a reclassification of Suiza's capital
stock or the exchange or conversion of one series or class of Suiza's capital
stock for another series or class of Suiza's capital stock and (e) the purchase
of fractional interests in shares of Suiza's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged). Upon the termination of any Extension Period and the
payment of all amounts then accrued and unpaid, Suiza may elect to begin a new
Extension Period subject to the above requirements. See "Description of the
Debentures -- Option to Defer Interest Payments" and "Certain Federal Income
Tax Consequences -- Original Issue Discount." If Distributions are deferred,
the deferred Distributions shall be paid on the next Distribution Date to the
holders of record of Preferred Securities as they appear on the books and
records of the Trust on the record date next following the termination of such
Extension Period.

Suiza has no current intention to exercise its right to defer payments
of interest on the Debentures.

Distributions with respect to the Preferred Securities must be paid on
the dates payable to the extent that the Issuer has funds available for the
payment of such Distributions in the Property Account. The funds of the Issuer
available for distribution to holders of the Preferred Securities will be
limited to payments actually received under the Debentures. See "Description
of the Debentures." If Suiza does not make interest payments on the Debentures,
the Property Trustee will not have funds available to pay Distributions on the
Preferred Securities. The payment of Distributions (if and to the extent the
Issuer has funds on hand available and sufficient for the payment of such
Distributions) has been guaranteed by Suiza as set forth herein under
"Description of the Guarantee."

Distributions on the Preferred Securities are payable to the holders
thereof as they appear on the register of the Issuer on the relevant record
dates, which is the fifteenth day (whether or not a Business Day) next
preceding the relevant Distribution Date. As long as the Preferred Securities
remain in book-entry form, subject to any applicable laws and regulations and
the provisions of the Trust Agreement, each

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<PAGE> 26
such payment will be made as described under " -- Book-Entry Only Issuance: The
Depository Trust Company."

CONVERSION RIGHTS

The Preferred Securities are convertible in the manner described below
and at the option of the holder at any time after June 22, 1998 (90 days
following the original issuance date of the Preferred Securities (March 24,
1998)) through the close of business on the Business Day prior to the
Conversion Expiration Date, into shares of Common Stock at an initial
conversion price of $78.25 per share of Common Stock (equivalent to a
conversion rate of 0.6390 shares of Common Stock per Preferred Security),
subject to adjustment as described under " -- Conversion Price Adjustments."
Accrued but unpaid Distributions (including Distributions accruing during
Extension Periods, if any) will not, in certain circumstances, be paid to a
holder in the event of conversion. Nevertheless, a holder will be subject to
tax on such accrued but unpaid Distributions (in the form of original issue
discount). See "Certain Federal Income Tax Consequences -- Original Issue
Discount."

A holder of Preferred Securities wishing to exercise its conversion
right shall surrender such Preferred Securities, together with an irrevocable
conversion notice, to the Conversion Agent, which shall, on behalf of such
holder, exchange the Preferred Securities for a portion of the Debentures held
by the Issuer having a principal amount equal to the aggregate liquidation
preference of the Preferred Securities being converted and immediately convert
such Debentures into Common Stock at the conversion price then in effect. So
long as a book-entry system for the Preferred Securities is in effect, however,
the procedures for converting the Preferred Stock that are in the form of
Global Security (as defined) into shares of Common Stock will be as described
under " -- Book-Entry Only Issuance: The Depository Trust Company." Suiza's
delivery upon conversion of the fixed number of shares of Common Stock into
which the Debentures will be convertible (together with the cash payment, if
any, in lieu of any fractional shares) shall be deemed to satisfy Suiza's
obligation to pay the principal amount at maturity of the portion of the
Debentures so converted and any unpaid interest, Additional Interest,
Additional Sums and Liquidated Damages, if any, accrued on such Debentures at
the time of such conversion. For a discussion of the taxation of such an
exchange to holders, including the fact that holders who exchange their
Preferred Securities for Common Stock will be subject to additional income tax
to the extent of the amount of accrued but unpaid original issue discount on
the Debentures at the time of a conversion into Common Stock, see "Certain
Federal Income Tax Consequences -- Conversion of Preferred Securities into
Common Stock." Holders may obtain copies of the required form of the
conversion notice from the Conversion Agent.

Accumulated Distributions will not be paid on Preferred Securities
that are converted; provided, however, that holders of Preferred Securities at
the close of business on a Distribution payment record date will be entitled to
receive the Distribution payable, in cash, on such Preferred Securities on the
corresponding Distribution Date notwithstanding the conversion of such
Preferred Securities on or subsequent to such Distribution record date but
prior to such Distribution Date. Except as provided in the immediately
preceding sentence, the Issuer will make no payment or allowance for
accumulated and unpaid Distributions, whether or not in arrears, on converted
Preferred Securities. Suiza will make no payment or allowance for dividends on
the shares of Common Stock issued upon such conversion. Each conversion will
be deemed to have been effected immediately prior to the close of business on
the day on which proper notice was received by the Conversion Agent.

Shares of Common Stock issued upon conversion of Preferred Securities
will be validly issued, fully paid and non-assessable. No fractional shares of
Common Stock will be issued as a result of

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<PAGE> 27
conversion, but in lieu thereof such fractional interest will be paid in cash
based on the then Current Market Price (as defined) of the Common Stock.

CONVERSION PRICE ADJUSTMENTS

General. The conversion price is subject to adjustment in certain
events including, without duplication: (i) the issuance of shares of Common
Stock as a dividend or distribution with respect to the Common Stock; (ii) the
issuance to all holders of Common Stock of rights or warrants entitling holders
of such rights or warrants (for a period not exceeding 45 days) to subscribe
for or purchase Common Stock at less than the then Current Market Price; (iii)
subdivisions, combinations and reclassifications of Common Stock; (iv) the
distribution to all holders of Common Stock of evidences of indebtedness of
Suiza, securities or capital stock, cash, or assets (but excluding those
rights, warrants, dividends and distributions referred to above in clauses (i)
and (ii) and dividends and distributions paid exclusively in cash); (v) the
payment of dividends (and other distributions) on Common Stock paid exclusively
in cash, excluding any cash dividend if the annualized per share amount thereof
does not exceed 5% of the last sale price of Common Stock, as reported on the
NYSE, on the trading day immediately preceding the date of declaration of such
dividend (such adjustment being limited to the amount in excess of 5% of such
Current Market Price); and (vi) payment to holders of Common Stock in respect
of a tender or exchange offer (other than an odd-lot offer) by Suiza or any
subsidiary of Suiza for Common Stock in excess of 110% of the Current Market
Price of Common Stock on the trading day next succeeding the last date tenders
or exchanges may be made pursuant to such tender or exchange offer.

Suiza from time to time may reduce the conversion price of the
Debentures (and thus the conversion price of the Preferred Securities) by any
amount selected by Suiza for any period of at least 30 days, in which case
Suiza shall give at least 15 days' notice of such reduction. Suiza may, at its
option, make such reductions in the conversion price, in addition to those set
forth above, as the Board of Directors of Suiza deems advisable to avoid or
diminish any income tax to holders of Common Stock resulting from any dividend
or distribution of stock (or rights to acquire stock) or from any event treated
as such for income tax purposes. See "Certain Federal Income Tax Consequences
- -- Adjustment of Conversion Price."

No adjustment of the conversion price will be made upon the issuance
of any shares of Common Stock pursuant to any present or future plan providing
for the reinvestment of dividends or interest payable on securities of Suiza
and the investment of additional optional amounts in shares of Common Stock
under any such plan, or the issuance of any shares of Common Stock or options
or rights to purchase such shares pursuant to any present or future employee
benefit plan or program of Suiza or pursuant to any option, warrant, right, or
exercisable, exchangeable or convertible security which does not constitute an
issuance to all holders of Common Stock (or a class thereof) of rights or
warrants entitling holders of such rights or warrants to subscribe for or
purchase Common Stock at less than the Current Market Price. There shall be no
adjustment of the conversion price in case of the issuance of any Common Stock
(or securities convertible into or exchangeable for Common Stock), including,
without limitation, in connection with any acquisition not constituting a
Fundamental Change (as defined), except as specifically described above. If any
action would require adjustment of the conversion price pursuant to more than
one of the above-described anti-dilution provisions, only one adjustment shall
be made and such adjustment shall be the amount of adjustment that has the
highest absolute value to holders of the Preferred Securities. No adjustment
in the conversion price will be required unless such adjustment would require
an increase or decrease of at least 1% of the conversion price, but any
adjustment that would otherwise be required to be made shall be carried forward
and taken into account in any subsequent adjustment.

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<PAGE> 28
Merger, Consolidation or Sale of Assets of Suiza. If any transaction
shall occur (including, without limitation, (i) any recapitalization or
reclassification of shares of Common Stock (other than a change in par value,
or from par value to no par value, or from no par value to par value or as a
result of a subdivision or combination of Common Stock), (ii) any consolidation
or merger of Suiza with or into another person or any merger of another person
into Suiza (other than a merger that does not result in a reclassification,
conversion, exchange or cancellation of Common Stock), (iii) any sale or
transfer of all or substantially all of the assets of Suiza, or (iv) any
compulsory share exchange), pursuant to which either shares of Common Stock
shall be converted into the right to receive other securities, cash or other
property, or, in the case of a sale or transfer of all or substantially all of
the assets of Suiza, the holders of Common Stock shall be entitled to receive
other securities, cash or other property, then appropriate provision shall be
made so that the holder of each Preferred Security then outstanding shall have
the right thereafter to convert such Preferred Security only into:

(x) in the case of any such transaction that does not
constitute a Stock Fundamental Change (as defined) and subject to
funds being legally available for such purpose under applicable law at
the time of such conversion, the kind and amount of the securities,
cash or other property that would have been receivable upon such
recapitalization, reclassification, consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of
Common Stock issuable upon conversion of such Preferred Security
immediately prior to such recapitalization, reclassification,
consolidation, merger, sale, transfer or share exchange, after giving
effect, in the case of any Non-Stock Fundamental Change (as defined),
to any adjustment in the conversion price in accordance with clause
(i) of the following paragraph, and

(y) in the case of any such transaction that constitutes
a Stock Fundamental Change, common stock of the kind received by
holders of Common Stock as a result of such Stock Fundamental Change
in an amount determined in accordance with clause (ii) of the
following paragraph.

The company formed by such consolidation or resulting from such merger or that
acquires such assets or Suiza's shares, as the case may be, shall in its
certificate or articles of incorporation or other constituent document
establish such a conversion right. Such certificate or articles of
incorporation or other constituent document shall provide for adjustments that,
for events subsequent to the effective date of such certificate or articles of
incorporation or other constituent document, shall be as nearly equivalent as
may be practicable to the relevant adjustments provided for in the preceding
paragraphs and in this paragraph.

Notwithstanding any other provision in the preceding paragraphs to the
contrary, if any Fundamental Change occurs, then the conversion price in effect
immediately prior to such Fundamental Change will be adjusted as described
below:

(i) in the case of a Non-Stock Fundamental Change, the
conversion price of the Preferred Securities will be adjusted to equal
the lower of (A) the conversion price in effect immediately prior to
such Non-Stock Fundamental Change (after giving effect to any other
prior adjustments effected pursuant to the preceding paragraphs) and
(B) the product of (1) the greater of the Applicable Price (as
defined) and the then applicable Reference Market Price (as defined)
and (2) a fraction, the numerator of which will be $50 and the
denominator of which will be (x) the amount of the redemption price
for one Preferred Security if the redemption date were the date of
such Non-Stock Fundamental Change (or, for the twelve-month periods
commencing on the date of original issue of the Preferred Securities
through March 31, 1999 and the twelve-month periods commencing April
1, 1999 and 2000 the product of 105.500%, 104.813% and 104.125%,

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respectively, times $50) plus (y) any then-accrued and unpaid
Distributions on one Preferred Security; and

(ii) in the case of a Stock Fundamental Change, the
conversion price of the Preferred Securities immediately following
such Stock Fundamental Change will be the conversion price in effect
immediately prior to such Stock Fundamental Change (after giving
effect to any other prior adjustments effected pursuant to the
preceding paragraphs) multiplied by a fraction, the numerator of which
will be the Purchaser Stock Price (as defined) and the denominator of
which will be the Applicable Price; provided, however, that in the
event of a Stock Fundamental Change in which (A) 100% of the value of
the consideration received by a holder of Common Stock is common stock
of the successor, acquiror, or other third party (and cash, if any,
paid with respect to any fractional interests in such common stock
resulting from such Stock Fundamental Change) and (B) all Common Stock
will have been exchanged for, converted into, or acquired for common
stock of the successor, acquiror, or other third party (and cash with
respect to fractional interests), the conversion price of the
Preferred Securities shall be the conversion price in effect
immediately prior to such Stock Fundamental Change multiplied by a
fraction, the numerator of which will be one (1) and the denominator
of which will be the number of shares of common stock of the
successor, acquiror, or other third party received by a holder of one
share of Common Stock as a result of such Stock Fundamental Change.

Depending upon whether a Fundamental Change is a Non-Stock Fundamental
Change or a Stock Fundamental Change, a holder may receive significantly
different consideration upon conversion. In the event of a Non-Stock
Fundamental Change, the holder has the right to convert Preferred Securities
into the kind and amount of the shares of stock and other securities or
property or assets (including cash), except as otherwise provided above, as is
determined by the number of shares of Common Stock receivable upon conversion
at the conversion price as adjusted in accordance with clause (i) of the
preceding paragraph. However, in the event of a Stock Fundamental Change in
which less than 100% of the value of the consideration received by a holder of
Common Stock is common stock of the successor, acquiror or other third party, a
holder of a Preferred Security who converts such share following the Stock
Fundamental Change will receive consideration in the form of such common stock
only, whereas a holder who converted such share prior to the Stock Fundamental
Change would have received consideration in the form of such common stock as
well as any other securities or assets (which may include cash) issuable upon
conversion of such Preferred Security immediately prior to such Stock
Fundamental Change.

The foregoing conversion price adjustments are designed, in certain
circumstances, to reduce the conversion price that would be applicable in a
Fundamental Change where all or substantially all the Common Stock is converted
into securities, cash, or property and not more than 50% of the value received
by the holders of Common Stock consists of stock listed or admitted for listing
subject to notice of issuance on a national securities exchange or quoted on
the Nasdaq Stock Market. Such reduction would result in an increase in the
amount of the securities, cash, or property into which each Preferred Security
is convertible over that which would have been obtained in the absence of such
conversion price adjustments.

In a Non-Stock Fundamental Change where the initial value received per
share of Common Stock (measured as described in the definition of Applicable
Price) is lower than the then-applicable conversion price of a Preferred
Security but greater than or equal to the Reference Market Price, the
conversion price will be adjusted as described above with the effect that each
Preferred Security will be convertible into securities, cash or property of the
same type received by the holders of Common Stock in the Transaction but in an
amount per Preferred Security that would at the time of the consummation of
such transaction

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<PAGE> 30
have had a value equal to the then applicable redemption price per Preferred
Security set forth under "-- Optional Redemption."

In a Non-Stock Fundamental Change where the initial value received per
share of Common Stock (measured as described in the definition of Applicable
Price) is lower than both the conversion price of a Preferred Security in
effect prior to any adjustment described above and the Reference Market Price,
the conversion price will be adjusted as described above, but calculated as
though such initial value had been the Reference Market Price.

In a Stock Fundamental Change, the foregoing adjustments are designed
to provide, in effect, that (a) where Common Stock is converted partly into
common stock and partly into other securities, cash, or property, each
Preferred Security will be convertible solely into a number of shares of such
common stock determined so that the initial value of such shares (measured as
described in the definition of Purchaser Stock Price) equals the value of the
shares of Common Stock into which such Preferred Security was convertible
immediately before the transaction (measured as aforesaid) and (b) where the
Common Stock is converted solely into such common stock, each Preferred
Security will be convertible into the same number of shares of such common
stock receivable by a holder of the number of shares of Common Stock into which
such Preferred Security was convertible immediately before such transaction.

The term "Applicable Price" means (i) in the case of a Non-Stock
Fundamental Change in which the holders of the Common Stock receive only cash,
the amount of cash received by a holder of one share of Common Stock and (ii)
in the event of any other Fundamental Change, the average of the daily Current
Market Prices (as defined) for one share of Common Stock during the ten trading
days immediately prior to the record date for determination of the holders of
Common Stock entitled to receive such securities, cash, property or other
assets in connection with such Fundamental Change or, if there is no such
record date, prior to the date upon which the holders of the Common Stock shall
have the right to receive such securities, cash, property or other assets (such
record date or distribution date being hereinafter referred to as the
"Entitlement Date"), in each case as adjusted in good faith by Suiza to
appropriately reflect any of the events referred to in clauses (i) through (vi)
of the first paragraph under "-- Conversion Price Adjustments -- General."

The term "Current Market Price" of Common Stock for any day means the
last reported sale price, regular way, on such day, or if no sale takes place
on such day, the average of the reported closing bid and asked prices on such
day, regular way, in either case as reported on the NYSE, or, if the Common
Stock is not quoted on the NYSE on such day, on the principal national
securities exchange or quotation system on which the Common Stock is listed or
admitted to trading, or, if not listed or admitted to trading or quoted on any
national securities exchange or quotation system, the average closing bid and
asked prices of the Common Stock in the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or, if not so available, in such
manner, as furnished by the National Association of Securities Dealers, Inc.
("NASD") member firm selected from time to time in good faith by the Board of
Directors of Suiza for that purpose or, if not so available in such manner, as
otherwise determined in good faith by the Board of Directors of Suiza.

The term "Fundamental Change" means the occurrence of any transaction
or event or series of transactions or events pursuant to which all or
substantially all of the Common Stock shall be exchanged for, converted into,
acquired for, or constitute solely the right to receive securities, cash,
property or other assets (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, continuance, combination,
reclassification, recapitalization, or otherwise); provided, however, that, in
the case of any such series of transactions or events, for purposes of
adjustment on the conversion price, such

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<PAGE> 31
Fundamental Change shall be deemed to have occurred when substantially all of
the Common Stock shall be exchanged for, converted into, or acquired for or
constitute solely the right to receive securities, cash, property or other
assets, but the adjustment shall be based upon the securities, cash, property
or other assets that a holder of Common Stock received in a transaction as a
result of which more than 50% of the Common Stock shall have been exchanged
for, converted into, or acquired for or constitute solely the right to receive
securities, cash, property or other assets.

The term "Non-Stock Fundamental Change" means any Fundamental Change
other than a Stock Fundamental Change.

The term "Purchaser Stock Price" means, with respect to any Stock
Fundamental Change, the average of the daily Current Market Price for one share
of the common stock received by holders of the Common Stock in such Stock
Fundamental Change during the ten consecutive trading days immediately prior to
and including the Entitlement Date, as adjusted in good faith by Suiza to
appropriately reflect any of the events referred to in clauses (i) through (vi)
of the first paragraph under "-- Conversion Price Adjustments -- General."

The term "Reference Market Price" shall initially mean $42.04 (which
is an amount equal to 66 2/3% of the last reported sale price for Common Stock
on the NYSE on March 18, 1998) and, in the event of any adjustment of the
conversion price other than as a result of a Fundamental Change, the Reference
Market Price shall also be adjusted so that the ratio of the Reference Market
Price to the conversion price after giving effect to any such adjustment shall
always be the same as the ratio of the initial Reference Market Price to the
initial conversion price of the Preferred Securities of $78.25 per share.

The term "Stock Fundamental Change" means any Fundamental Change in
which more than 50% of the value (as determined in good faith by the Board of
Directors of Suiza) of the consideration received by holders of Common Stock
consists of common stock that, for each of the ten consecutive trading days
immediately prior to the Entitlement Date, has been admitted for listing or
admitted for listing subject to notice of issuance on a national securities
exchange or quoted on The Nasdaq Stock Market; provided, however, a Fundamental
Change shall not be a Stock Fundamental Change if either (i) Suiza continues to
exist after the occurrence of such Fundamental Change and the outstanding
Preferred Securities continue to exist as outstanding Preferred Securities or
(ii) not later than the occurrence of such Fundamental Change, the outstanding
Preferred Securities are converted into or exchanged for shares of convertible
preferred stock or debentures of an entity succeeding to the business of Suiza
or a subsidiary thereof, which convertible preferred stock has powers,
preferences, and relative, participating, optional, or other rights and
qualifications, limitations and restrictions, substantially identical to those
of the Preferred Securities or which debentures have terms substantially
similar to those of the Debentures.

SPECIAL EVENT EXCHANGE OR REDEMPTION

At any time following the occurrence and during the continuation of a
Special Event, the Property Trustee shall direct the Conversion Agent to
exchange all outstanding Trust Securities for Debentures and to dissolve the
Trust; provided, however, that, in the case of a Tax Event, Suiza has the right
to direct the Indenture Trustee that less than all, or none, of the Trust
Securities be so exchanged (a) if and for so long as Suiza elects to pay any
Additional Sums such that the net amounts received by the holders of Trust
Securities not so exchanged in respect of Distributions and other payments are
not reduced as a result of such Tax Event, and shall not have revoked any such
election or failed to make such payments or (b) if Suiza elects to redeem the
Trust Securities in the manner set forth herein.

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<PAGE> 32
If a Tax Event shall occur and be continuing, Suiza will have the
right, upon not less than 30 nor more than 60 days' notice, to redeem the
Debentures, in whole or in part, for cash upon the later of (i) 90 days
following the occurrence of such Tax Event or (ii) April 2, 2001. Promptly
following such redemption, Trust Securities with an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so redeemed
will be redeemed by the Issuer at the liquidation amount thereof plus accrued
and unpaid Distributions thereon to the redemption date (plus Liquidated
Damages, if any) on a pro rata basis. The Common Securities will be redeemed
on a pro rata basis with the Preferred Securities, except that if a payment
Declaration Event of Default has occurred and is continuing, the Preferred
Securities will have a priority over the Common Securities with respect to the
Redemption Price.

A "Special Event" means a Tax Event or an Investment Company Event. A
"Tax Event" means the receipt by the Property Trustee, on behalf of the Issuer,
of an opinion of counsel, rendered by a law firm having a national tax and
securities practice (which opinion shall not have been rescinded by such law
firm), to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or decision is announced on or after March 18, 1998, there is
more than an insubstantial risk in each case after such date that (i) the
Issuer is, or will be within 90 days of the date thereof, subject to United
States federal income tax with respect to income received or accrued on the
Debentures, (ii) interest paid by Suiza on the Debentures is not, or within 90
days of the date thereof will not be, deductible by Suiza, in whole or in part,
for United States federal income tax purposes, or (iii) the Issuer is, or will
be within 90 days of the date thereof, subject to more than a de minimis amount
of other taxes, duties or other governmental charges. "Investment Company
Event" means the receipt by the Property Trustee, on behalf of the Issuer, of
an opinion of counsel, rendered by a law firm having a recognized national tax
and securities practice (which opinion shall not have been rescinded by such
law firm), to the effect that, as a result of the occurrence of a change in law
or regulation or a change in interpretation or application of law or regulation
by any legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law"), that there is more than an insubstantial risk that
the Issuer is or will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as amended (the "1940
Act"), which Change in 1940 Act Law becomes effective on or after March 18,
1998.

"Additional Sums" means such additional amounts (which shall
constitute part of the Distributions) as may be necessary in order that the net
amount of Distributions received by holders of the outstanding Preferred
Securities and Common Securities of the Issuer shall not be reduced as a result
of any additional taxes, duties and other governmental charges to which the
Issuer has become subject as a result of a Tax Event.

Holders of Preferred Securities, by purchasing the Preferred
Securities, will be deemed to have agreed to be bound by the provisions
described above for the exchange of such Preferred Securities for Debentures
under the circumstances described above. See "Risk Factors -- Special Event
Exchange or Redemption."

DISTRIBUTION OF DEBENTURES

At any time, Suiza has the right to dissolve the Issuer and, after
satisfaction of the liabilities of creditors of the Issuer as provided by
applicable law, cause the Debentures to be distributed to the holders of the
Trust Securities in liquidation of the Issuer. There can be no assurance that
a trading market will

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<PAGE> 33
develop for, or as to the market price of, the Debentures distributed to the
holders of the Trust Securities after such a termination of the Issuer. Under
current United States federal income tax law and interpretations and assuming,
as expected, that the Issuer is treated as a grantor trust, a distribution of
the Debentures should not be a taxable event to the Issuer and holders of the
Trust Securities. Should there be a change in law, a change in legal
interpretation, or other circumstances, however, the distribution could be a
taxable event to holders of the Preferred Securities. See "Certain Federal
Income Tax Consequences -- Redemption of Preferred Securities for Debentures or
Cash Upon Liquidation of the Issuer."

After the liquidation date fixed for any distribution of Debentures in
exchange for Trust Securities (i) the Trust Securities will no longer be deemed
to be outstanding, (ii) DTC or its nominee, as the record holder of the Trust
Securities, will receive a registered Global Debenture (as defined)
representing the Debentures to be delivered upon such distribution and (iii)
any certificates representing such Trust Securities not held by DTC or its
nominee will be deemed to represent the Debentures having a principal amount
equal to the liquidation amount of such Preferred Securities, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on such Trust Securities until such certificates are presented to
the Property Trustee for transfer or reissuance.

OPTIONAL REDEMPTION

Except as provided under "-- Mandatory Redemption" below, the
Preferred Securities are not redeemable by the Issuer prior to April 2, 2001.

On and after such date, upon any permitted redemption by Suiza of
Debentures, the Preferred Securities will be subject to redemption, in whole or
in part, at the following percentages of the liquidation preference thereof
plus accrued and unpaid Distributions (plus Liquidated Damages, if any), if
any, to the date fixed for redemption if redeemed during the twelve-month
period commencing April 1 (April 2 in the case of 2001), in each of the
following years indicated:

<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE
---- ---------------- ---- ----------------
<S> <C> <C> <C>
2001 103.438% 2004 101.375%
2002 102.750 2005 100.688
2003 102.063 2006 and thereafter 100.000
</TABLE>

The Issuer may not redeem the Trust Securities unless, on or before
the date the Issuer gives notice of redemption to holders of the Trust
Securities, all accrued and unpaid Distributions for all quarterly payment
periods ending on or prior to the most recent Distribution Date have been paid
in full on all outstanding Preferred Securities. If fewer than all the
outstanding Preferred Securities are to be redeemed, the Preferred Securities
to be so redeemed will be selected as described under "-- Book-Entry Only
Issuance: The Depository Trust Company" and "-- Redemption Procedures."

In the event Suiza redeems the Debentures upon the occurrence of a Tax
Event as described under "-- Special Event Exchange or Redemption," the amount
of the Trust Securities to be redeemed will be redeemed at 100% of the
liquidation preference amount thereof together with accumulated and unpaid
Distributions plus Liquidated Damages, if any, to the redemption date.

If at any time less than 5% of the Preferred Securities remain
outstanding, such Preferred Securities shall be redeemable at the option of the
Issuer, in whole but not in part, at a redemption price of

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<PAGE> 34
$50 per Preferred Security, together with all accumulated and unpaid
Distributions thereon (whether earned or not earned) "plus Liquidated Damages,"
if any through the date of redemption.

MANDATORY REDEMPTION

Upon repayment at maturity or as a result of the acceleration of the
Debentures upon the occurrence of a "Debenture Event of Default" described
under "Description of the Debentures -- Debenture Events of Default," the
Debentures shall be subject to mandatory redemption, in whole, but not in part,
by Suiza, and the proceeds from such repayment will be applied to redeem
Preferred Securities and Common Securities having an aggregate liquidation
amount equal to the aggregate principal amount of Debentures so repaid or
redeemed at a redemption price equal to the respective liquidation preference
of the Trust Securities or, in the case of a redemption of the Debentures, at
the redemption price paid with respect to the Debentures, as described herein,
together with accumulated and unpaid Distributions (plus Liquidated Damages, if
any) on the Trust Securities to the date of redemption. In the case of
acceleration of the Debentures, the Trust Securities will be redeemed only when
repayment of the Debentures has actually been received by the Issuer. In
addition, as described under "-- Special Event Exchange or Redemption," upon
the occurrence of a Special Event, Trust Securities shall be exchanged for
Debentures unless, in the case of a Tax Event, Suiza shall have elected to (a)
pay any Additional Sums such that the net amounts received by the holders of
Trust Securities not so exchanged in respect of Distributions and other
payments are not reduced as a result of such Tax Event, and shall not have
revoked any such election or failed to make such payments or (b) if Suiza shall
elect to redeem the Trust Securities as further set forth in "-- Special Event
Exchange or Redemption." Unless earlier redeemed, the stated maturity of the
Debentures will be April 1, 2028.

REDEMPTION PROCEDURES

Preferred Securities redeemed on the date fixed for redemption shall
be redeemed at the applicable redemption price with the applicable proceeds
from the contemporaneous redemption of the Debentures. Redemptions of the
Preferred Securities shall be made and the redemption price shall be payable on
the redemption date only to the extent that the Issuer has funds on hand
available for the payment of such redemption price. See also "-- Subordination
of Common Securities."

Notice of any redemption (optional or mandatory) of Preferred
Securities (which notice will be irrevocable) will be given by the Property
Trustee to each recordholder of Preferred Securities that are being redeemed
not fewer than 30 nor more than 60 days prior to the redemption date. If the
Property Trustee gives a notice of redemption in respect of the Preferred
Securities, then, by 12:00 noon, New York City time, on the redemption date, to
the extent the Issuer has funds available, the Property Trustee will deposit
irrevocably with DTC or the Conversion Agent, as the case may be, funds
sufficient to pay the applicable redemption price and will give DTC or the
Conversion Agent, as the case may be, irrevocable instructions and authority to
pay the redemption price to the holders of such Preferred Securities. See "--
Book-Entry Only Issuance: The Depository Trust Company." If such Preferred
Securities are no longer in book- entry form, the Property Trustee, to the
extent funds are available, will irrevocably deposit with the Paying Agent
funds sufficient to pay the applicable redemption price and will give the
Paying Agent irrevocable instructions and authority to pay the redemption price
to the holders thereof upon surrender of their certificates evidencing such
Preferred Securities. Notwithstanding the foregoing, Distributions payable on
or prior to the redemption date for any Preferred Securities called for
redemption shall be payable to the record holders of such Preferred Securities
as of the relevant record dates for the related Distribution Dates. If notice
of redemption shall have been given and funds deposited as required, then upon
the date of such deposit, all rights of the holders of such Preferred
Securities so called for redemption

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<PAGE> 35
will cease (including the accumulation of Distributions and conversion rights
of the Preferred Securities), except the right of the holders of such Preferred
Securities to receive the redemption price, but without interest on such
redemption price, and such Preferred Securities will cease to be outstanding.
In the event that any date fixed for redemption of Preferred Securities is not
a Business Day, then payment of the redemption price on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day. In the event that payment of the redemption price in
respect of Preferred Securities called for redemption is improperly withheld or
refused and not paid either by the Issuer or by Suiza pursuant to the Guarantee
as described under "Description of the Guarantee," Distributions on such
Preferred Securities will continue to accumulate at the then applicable rate,
from the redemption date originally established by the Issuer to the date such
redemption price is actually paid, in which case the actual payment date will
be the date fixed for redemption for purposes of calculating the redemption
price.

Subject to applicable law (including, without limitation, United
States federal securities law), Suiza, or its subsidiaries, may at any time and
from time to time purchase and hold outstanding Preferred Securities by tender,
in the open market or by private agreement, which purchases may result in
cancellation of indebtedness income to Suiza for federal income tax purposes.

Payment of the redemption price on the Preferred Securities or any
distribution or exchange of Debentures to holders of Preferred Securities in
exchange for Preferred Securities shall be made to the applicable recordholders
thereof as they appear on the register for such Preferred Securities on the
relevant record date, which shall be the fifteenth day (whether or not a
Business Day) prior to the redemption date or liquidation date, as applicable.

If less than all of the Preferred Securities and Common Securities are
to be redeemed on a redemption date, then the aggregate liquidation amount of
such Preferred Securities and Common Securities to be redeemed shall be
allocated pro rata as among the Preferred Securities and the Common Securities.
The particular Preferred Securities and Common Securities to be redeemed shall
be selected not more than 60 days prior to the redemption date by the Property
Trustee from the outstanding Preferred Securities and Common Securities not
previously called for redemption, by lot or by such method as the Property
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of certain Preferred Securities. The Property Trustee shall
promptly notify the Conversion Agent in writing of the Preferred Securities and
Common Securities selected for redemption and, in the case of any Preferred
Securities and Common Securities selected for partial redemption, the
liquidation amount thereof to be redeemed; it being understood that, in the
case of Preferred Securities and Common Securities held by DTC (or any
successor) or its nominee, the distribution of the proceeds of such redemption
will be made in accordance with the procedures of DTC or its nominee. For all
purposes of the Declaration, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities and Common
Securities shall relate to the particular Preferred Securities and Common
Securities which have been, or are to be, redeemed.

Notice of any redemption of Debentures will be mailed at least 30 days
but not more than 60 days before the redemption date to each holder of
Debentures to be redeemed at its registered address. Unless Suiza defaults in
payment of the redemption price, on and after the redemption date, interest
ceases to accrue on such Debentures or portions thereof called for redemption.

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<PAGE> 36
SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and the redemption price of, the
Preferred Securities and Common Securities, as applicable, shall be made pro
rata based on the liquidation amount of such Preferred Securities and Common
Securities; provided, however, that if on any Distribution Date or redemption
date, an Event of Default under the Declaration shall have occurred and be
continuing, no payment of any Distribution on, or redemption price of, any of
the Common Securities, and no other payment on account of the redemption,
liquidation or other acquisition of such Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions
(plus Liquidated Damages, if any) on all of the outstanding Preferred
Securities for all Distribution periods terminating on or prior thereto, or in
the case of payment of the redemption price, the full amount of such redemption
price on all of the outstanding Preferred Securities then called for
redemption, shall have been made or provided for, and all funds available to
the Property Trustee shall first be applied to the payment in full in cash of
all Distributions on, or redemption price of, the Preferred Securities then
accrued and unpaid.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary dissolution of the Issuer
(each, a "Liquidation"), the holders of the Trust Securities at that time will
be entitled to receive out of the assets of the Issuer, after satisfaction of
liabilities to creditors of the Issuer as provided by applicable law,
distributions in an amount equal to the aggregate of the stated liquidation
amount of $50 per Trust Security plus accumulated and unpaid Distributions (and
Liquidated Damages, if any) thereon to the date of payment (the "Liquidation
Distribution"), unless, in connection with such Liquidation, after satisfaction
of liabilities to creditors of the Issuer as provided by applicable law,
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution rate
of, and accrued and unpaid interest equal to accumulated and unpaid
Distributions on, the Trust Securities, have been distributed on a pro rata
basis to the holders of Trust Securities in exchange for such Trust Securities.
See "-- Distribution of Debentures."

If such Liquidation Distribution can be paid only in part because the
Issuer has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Issuer shall
be paid on a pro rata basis on the Preferred Securities. Suiza will be
entitled to receive Liquidation Distributions in respect of the Common
Securities upon any such liquidation pro rata with the holders of the Preferred
Securities, except that if a payment Debenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

Pursuant to the Declaration, the Issuer shall automatically dissolve
upon expiration of its term and shall dissolve on the first to occur of: (i)
certain events of bankruptcy, dissolution or liquidation of Suiza; (ii) upon
receipt by the Property Trustee of written direction from Suiza, as sponsor of
the Issuer, to dissolve the Issuer (which direction is optional and wholly
within the discretion of Suiza, as depositor); (iii) the redemption,
conversion, or exchange of all of the Preferred Securities and Common
Securities; (iv) the entry by a court of competent jurisdiction of an order for
the dissolution of the Issuer; (v) the occurrence of a Special Event, except in
the case of a Tax Event following which Suiza has elected to pay any Additional
Sums such that the net amount received by holders of Preferred Securities and
Common Securities in respect of Distributions is not reduced as a result of
such Tax Event and Suiza has not revoked any such election or failed to make
such payment; and (vi) distribution of all of the underlying Common Stock to
all holders of Preferred Securities and Common Securities upon conversion of
all of the Preferred Securities and Common Securities.

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<PAGE> 37
DECLARATION EVENTS OF DEFAULT; NOTICE

A Debenture Event of Default constitutes an event of default under the
Declaration with respect to the Preferred Securities and the Common Securities
(a "Declaration Event of Default"), whatever the reason for such Debenture
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body.

Within ten days after the occurrence of any Declaration Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit notice of such Declaration Event of Default to the holders of the
Preferred Securities, the Company Trustees and Suiza, as depositor, unless such
Declaration Event of Default shall have been cured or waived. Suiza, as
depositor, and the Company Trustees, on behalf of the Issuer, are required to
file annually with the Property Trustee a certificate as to whether or not they
are in compliance with all the conditions and covenants applicable to them
under the Declaration.

If a Declaration Event of Default has occurred and is continuing, the
Preferred Securities shall have a preference over the Common Securities upon
dissolution of the Issuer as described above. See "-- Liquidation Distribution
Upon Dissolution." The existence of a Declaration Event of Default does not
entitle the holders of Preferred Securities to accelerate the redemption
thereof.

In the case of any Declaration Events of Default, Suiza as holder of
the Common Securities will be deemed to have waived any right to act with
respect to any such Declaration Events of Default until such Declaration Events
of Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until any such Declaration Events of Default with
respect to the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the holders of
the Preferred Securities and not on behalf of Suiza as holder of the Common
Securities, and only the holders of the Preferred Securities will have the
right to direct the Property Trustee to act on their behalf.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Declaration Event of Default has occurred and is continuing, the
Property Trustee, as the sole holder of the Debentures, shall have the right
under the Indenture to declare the principal of, premium, if any, on and
interest on the Debentures immediately due and payable, and, accordingly, the
holders of Preferred Securities would rely on the enforcement by the Property
Trustee of its rights as a holder of the Debentures against Suiza. In
addition, the holders of a majority in aggregate liquidation amount of the
Preferred Securities will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Property Trustee
or to direct the exercise of any trust or power conferred upon the Property
Trustee under the Declaration, including the right to direct the Property
Trustee to exercise the remedies available to it as a holder of the Debentures.
If the Property Trustee fails to enforce its rights as holder of the Debentures
after a request therefor by a holder of Preferred Securities, such holder may
proceed to enforce such rights directly against Suiza. Notwithstanding the
foregoing, if a Declaration Event of Default has occurred and is continuing and
such event is attributable to the failure of Suiza to pay interest or principal
or premium, if any, on the Debentures on the date such interest or principal or
premium, if any, is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities may directly institute
a Direct Action against Suiza for enforcement of payment to such holder of the
principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in the
Debentures. In connection with such Direct Action, Suiza will be subrogated to
the rights of such holder of Preferred Securities under the Declaration to the
extent of any

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payment made by Suiza to such holder of Preferred Securities in such Direct
Action. The holders of Preferred Securities will not be able to exercise
directly against Suiza any other remedy available to the Property Trustee
unless the Property Trustee first fails to do so.

MERGER OR CONSOLIDATION OF ISSUER TRUSTEES

Any corporation into which the Property Trustee, the Delaware Trustee
or any Company Trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Issuer Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of such Issuer Trustee, shall be the Successor of such Issuer
Trustee under the Declaration, provided such corporation shall be otherwise
qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE ISSUER

The Issuer may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other person, except as
described below. The Issuer may, at the request of Suiza, with the consent of
the Company Trustees and without the consent of the Property Trustee, the
Delaware Trustee or the holders of the Preferred Securities, merge with or
into, consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any state; provided, however, that (i) such successor entity
either (a) expressly assumes all of the obligations of the Issuer with respect
to the Preferred Securities or (b) substitutes for the Preferred Securities
other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities
rank the same as the Preferred Securities rank in priority with respect to
Distributions and payments upon liquidation, redemption and otherwise, (ii)
Suiza expressly appoints a trustee of such successor entity possessing the same
powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Preferred Securities are then listed, if any,
(iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any
Successor Securities) to be downgraded by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect (other than with respect to any
dilution of the holders' interest in the new entity), (vi) such successor
entity has a purpose identical to that of the Issuer, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, Suiza has received an opinion from independent counsel to the Issuer
having a national tax and securities law practice (which opinion shall not have
been rescinded) to the effect that (a) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect (other
than with respect to any dilution of the holders' interest in the new entity)
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Issuer nor such successor entity
will be required to register as an "investment company" under the 1940 Act, and
(viii) Suiza or any permitted successor or assignee owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Issuer shall not, except
with the consent of holders of 100% in aggregate liquidation amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, be replaced
by or convey, transfer or lease its properties and assets substantially as an

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entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause
(i) the holders of the Preferred Securities to recognize gain or loss or (ii)
the Issuer or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF THE DECLARATION

Except as provided below and under "Description of the Guarantee --
Amendments and Assignment" and as otherwise required by law and the
Declaration, the holders of the Preferred Securities have no voting rights.

The Declaration may be amended from time to time by Suiza and the
Issuer Trustees, without the consent of the holders of the Preferred Securities
(i) to cure any ambiguity, correct or supplement any provisions in the
Declaration that may be inconsistent with any other provision, or to make any
other provisions with respect to matters or questions arising under the
Declaration that shall not be inconsistent with the other provisions of the
Declaration, (ii) to modify, eliminate or add to any provision of the
Declaration to such extent as shall be necessary to ensure that the Issuer will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Preferred Securities and Common Securities are
outstanding or to ensure that the Issuer will not be required to register as an
"investment company" under the 1940 Act or (iii) to qualify or maintain the
qualification of the Declaration under the Trust Indenture Act; provided,
however, that in the case of clause (i), such action shall not adversely affect
in any material respect the interests of any holder of Preferred Securities or
Common Securities, and any amendments of the Declaration shall become effective
when notice thereof is given to the holders of Preferred Securities and Common
Securities. The Declaration may be amended by the Issuer Trustees and Suiza
with (i) the consent of holders representing not less than a majority (based
upon liquidation amounts) of the outstanding Preferred Securities and Common
Securities, acting as a single class, and (ii) receipt by the Issuer Trustees
of an opinion of counsel having a national tax and securities practice (which
opinion shall not have been rescinded) to the effect that such amendment or the
exercise of any power granted to the Issuer Trustees in accordance with such
amendment will not affect the Issuer's status as a grantor trust for United
States federal income tax purposes or the Issuer's exemption from the status of
an "investment company" under the 1940 Act; provided, further, that (a) without
the consent of each holder of Preferred Securities and Common Securities, the
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Preferred Securities and Common Securities or otherwise
adversely affect the amount of any Distribution required to be made in respect
of the Preferred Securities and Common Securities as of a specified date or
(ii) restrict the right of a holder of Preferred Securities and Common
Securities to institute suit for the enforcement of any such payment on or
after such date.

If any proposed amendment of the Declaration provides for, or the
Issuer Trustees otherwise proposes to effect, the dissolution, winding-up or
termination of the Issuer, other than pursuant to the terms of the Declaration,
then the holders of the then outstanding Preferred Securities, as a class, will
be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of the holders of the
majority in aggregate liquidation amount of the Preferred Securities.

The holders of a majority in aggregate liquidation amount of Preferred
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Property Trustee or to direct
the exercise of any trust or power conferred upon the Property Trustee under
the Declaration, including the right to direct the Property Trustee to exercise
the remedies available to it as a holder of the Debentures. So long as any
Debentures are held by the Property Trustee, the Issuer Trustees shall not (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the

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Indenture Trustee or executing any trust or power conferred on the Indenture
Trustee with respect to such Debentures, (ii) waive any past default that is
waivable by the holders of not less than a majority in principal amount of the
outstanding Debentures pursuant to the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required, without in each case, obtaining the prior approval of the holders of
a majority in aggregate liquidation amount of all outstanding Preferred
Securities (except in the case of clause (iv), which consent, in the event that
no Declaration Event of Default shall occur and be continuing, shall be of the
holders of Preferred Securities and Common Securities, voting together as a
single class); provided, however, that where a consent under the Indenture
would require the consent of each holder of Debentures affected thereby, no
such consent shall be given by the Property Trustee without the prior written
consent of each holder of the Preferred Securities. The Issuer Trustees shall
not revoke any action previously authorized or approved by a vote of the
holders of the Preferred Securities except by subsequent vote of the holders of
the Preferred Securities. The Property Trustee shall notify each holder of
record of the Preferred Securities of any notice of default received by it with
respect to the Debentures.

A waiver of a Debenture Event of Default will constitute a waiver of
the corresponding Declaration Event of Default.

Any required approval or direction of holders of Preferred Securities
may be given at a separate meeting of holders of Preferred Securities convened
for such purpose, at a meeting of all of the holders of the Preferred
Securities and the Common Securities or pursuant to written consent. The
Company Trustees will cause a notice of any meeting at which holders of
Preferred Securities are entitled to vote, or of any matter upon which action
by written consent of such holders is to be taken, to be given to each holder
of record of Preferred Securities in the manner set forth in the Declaration.

No vote or consent of the holders of Preferred Securities will be
required for the Issuer to redeem and cancel the Preferred Securities in
accordance with the Declaration.

Notwithstanding that holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned at such time by Suiza, any affiliate of
Suiza, the Issuer Trustees or any affiliate of any Issuer Trustee shall, for
purposes of such vote or consent, be treated as if such Preferred Securities
were not outstanding.

The procedures by which holders of Preferred Securities may exercise
their voting rights are described below. See "--Book-Entry Only Issuance: The
Depository Trust Company."

Holders of the Preferred Securities have no rights to appoint or
remove the Issuer Trustees, who may be appointed, removed or replaced solely by
Suiza, as the direct or indirect holder of all the Common Securities.

PAYMENT AND PAYING AGENCY

Payments in respect of the Preferred Securities shall be made to DTC,
which shall credit the relevant accounts at DTC on the applicable distribution
dates or, if the Preferred Securities are not held by DTC, such payments shall
be made by check mailed to the address of the holder entitled thereto as such
address shall appear on the Securities Register. The Paying Agent shall
initially be the Property Trustee and any co-paying agent chosen by the
Property Trustee and acceptable to the Company Trustees and Suiza. The Paying
Agent shall be permitted to resign as Paying Agent upon 30 days' written notice
to the

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Property Trustee and Suiza. In the event that the Property Trustee shall no
longer be the Paying Agent, the Company Trustees shall appoint a successor
(which shall be a bank or trust company acceptable to the Company Trustees and
Suiza) to act as Paying Agent.

THE GLOBAL SECURITIES

Preferred Securities were originally offered and sold pursuant to Rule
144A under the Securities Act only to "qualified institutional buyers," as
defined in Rule 144A ("QIBs"), and were issued in the form of one or more
registered securities in global form, without coupons (collectively, the "Rule
144A Global Security"). The Rule 144A Global Security was deposited with and
will remain in the custody of the Property Trustee pursuant to the FAST Balance
Certificate Agreement between DTC and the Property Trustee.

One or more registered securities in global form, without coupons
(collectively, the "Global Security"), bearing a CUSIP number distinct from the
CUSIP number for the Preferred Securities issued in the original offering under
Rule 144A will be issued, representing, in the aggregate, Preferred Securities
sold pursuant to this Prospectus or any other prospectus constituting a part of
the Registration Statement. Such Global Security will be deposited with DTC,
or will remain in the custody of the Property Trustee pursuant to the FAST
Balance Certificate Agreement between DTC and the Property Trustee. Beneficial
interests in the Global Security may not be exchanged for Preferred Securities
in physical, certificated form ("Certificated Securities") except in the
limited circumstances described below.

All interests in the Global Security may be subject to the procedures
and requirements of DTC.

BOOK-ENTRY ONLY ISSUANCE: THE DEPOSITORY TRUST COMPANY

The description of book-entry procedures in this Prospectus includes
summaries of certain rules and operating procedures of DTC that affect
transfers of interest in the Global Security issued in connection with sales of
Preferred Securities made pursuant to this Prospectus. The descriptions of the
operations and procedures of DTC forth below are provided solely as a matter of
convenience. These operations and procedures are solely within the control of
DTC and are subject to change by DTC from time to time. Neither Suiza nor the
Issuer takes any responsibility for these operations or procedures, and
investors are urged to contact the relevant system or its participants directly
to discuss these matters.

DTC has advised Suiza and the Issuer that it is (i) a limited purpose
trust company organized under the laws of the State of New York, (ii) a
"banking organization" within the meaning of the New York Banking Law, (iii) a
member of the Federal Reserve System, (iv) a "clearing corporation" within the
meaning of the Uniform Commercial Code, as amended, and (v) a "clearing agency"
registered pursuant to Section 17A of the Exchange Act. DTC was created to hold
securities for its participants (collectively, the "Participants") and
facilitates the clearance and settlement of securities transactions between
Participants through electronic book-entry changes to the accounts of its
Participants, thereby eliminating the need for physical transfer and delivery
of certificates. DTC's Participants include securities brokers and dealers
(including the Initial Purchasers), banks and trust companies, clearing
corporations and certain other organizations. Indirect access to DTC's system
is also available to other entities such as banks, brokers, dealers and trust
companies (collectively, the "Indirect Participants") that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly. Investors who are not Participants may beneficially own securities
held by or on behalf of DTC only through Participants or Indirect Participants.

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Purchases of Preferred Securities within the DTC system must be made
by or through Participants. Ownership of the Preferred Securities will be
shown on, and the transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect to the interests of Participants) and
the records of Participants and the Indirect Participants (with respect to the
interests of persons other than Participants).

So long as DTC or its nominee is the registered owner of a Global
Security, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the Preferred Securities represented by the Global Security
for all purposes under the Declaration. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have
Preferred Securities represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of
Certificated Securities, and will not be considered the owners or holders
thereof under the Declaration for any purpose, including with respect to the
giving of any direction, instruction or approval to the Property Trustee
thereunder or to the Guarantee Trustee. Accordingly, each holder owning a
beneficial interest in a Global Security must rely on the procedures of DTC
and, if such holder is not a Participant or an Indirect Participant, on the
procedures of the Participant through which such holder owns its interest, to
exercise any rights of a holder of Debentures under the Indenture or such
Global Security, including any voting rights. Suiza and the Issuer understand
that under existing industry practice, in the event that the Issuer requests
any action of holders of Preferred Securities, or a holder that is an owner of
a beneficial interest in a Global Security desires to take any action that DTC,
as the holder of such Global Security, is entitled to take, DTC would authorize
the Participants to take such action and the Participants would authorize
holders owning through such Participants to take such action or would otherwise
act upon the instruction of such holders. Neither Suiza, the Issuer, the
Issuer Trustees nor any other person will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
Preferred Securities by DTC, or for maintaining, supervising or reviewing any
records of DTC relating to such Preferred Securities.

Payments with respect to the liquidation amount of, and premium, if
any, Liquidated Damages, if any, and Distributions on, any Preferred Securities
represented by a Global Security registered in the name of DTC or its nominee
on the applicable record date will be payable by the Property Trustee to or at
the direction of DTC or its nominee in its capacity as the registered holder of
the Global Security representing such Preferred Securities under the Indenture.
Under the terms of the Declaration, the Issuer and the Property Trustee may
treat the persons in whose names the Preferred Securities, including the Global
Security, are registered as the owners thereof for the purpose of receiving
Distributions thereon and for any and all other purposes whatsoever.
Accordingly, neither the Issuer nor the Property Trustee has nor will have any
responsibility or liability for the payment of such amounts to owners of
beneficial interests in a Global Security (including principal, premium, if
any, Liquidated Damages, if any, and interest). Payments by the Participants
and the Indirect Participants to the owners of beneficial interests in a Global
Security will be governed by standing instructions and customary industry
practice and will be the responsibility of the Participants or the Indirect
Participants and DTC.

The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in the Preferred Securities
represented by a Global Security to such persons may be limited. In addition,
because DTC can act only on behalf of its Participants, who in turn act on
behalf of persons who hold interests through Participants, the ability of a
person having an interest in Preferred Securities represented by a Global
Security to pledge or transfer such interest to persons or entities that do not
participate in DTC's system, or to otherwise take actions in respect of such
interest, may be affected by the lack of a physical definitive security in
respect of such interest.

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Although DTC has agreed to the foregoing procedures to facilitate
transfers of interests in the Global Security among participants in DTC, DTC is
under no obligation to perform or to continue to perform such procedures, and
such procedures may be discontinued at any time. Neither Suiza, the Issuer nor
the Issuer Trustees will have any responsibility for the performance by DTC or
its respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.

CERTIFICATED SECURITIES

If (i) any Issuer Trustee is notified that DTC is no longer willing or
able to act as a depositary or DTC ceases to be registered as a clearing agency
under the Exchange Act and a successor depositary is not appointed within 90
days of such notice or cessation, (ii) the Issuer, at its option, elects to
cause the issuance of Preferred Securities in definitive form under the
Declaration or (iii) upon the occurrence of certain other events as provided in
the Declaration, then, upon surrender by DTC of the Global Security,
Certificated Securities will be issued to each person that DTC identifies as
the beneficial owner of the Preferred Securities represented by the Global
Security. Upon any such issuance, the Property Trustee is required to register
such Certificated Securities in the name of such person or persons (or the
nominee of any thereof) and cause the same to be delivered thereto.

Neither Suiza, the Issuer nor the Issuer Trustees shall be liable for
any delay by DTC or any Participant or Indirect Participant in identifying the
beneficial owners of the related Preferred Securities, and each such person may
conclusively rely on, and shall be protected in relying on, instructions from
DTC for all purposes (including with respect to the registration and delivery,
and the respective principal amounts, of the Preferred Securities to be sold).

TRANSFER AGENT, REGISTRAR AND PAYING, CONVERSION AND EXCHANGE AGENT

The Property Trustee acts as transfer agent, registrar and paying,
conversion and exchange agent for the Preferred Securities.

Registration of transfers or exchanges of Preferred Securities will be
effected without charge by or on behalf of the Issuer, but upon payment of any
tax or other governmental charges that may be imposed in connection with any
transfer or exchange. The Issuer will not be required to register or cause to
be registered the transfer of the Preferred Securities after such Preferred
Securities have been called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

Suiza and certain of its subsidiaries may maintain deposit accounts
and conduct other banking and corporate securities transactions and
relationships with the Property Trustee in the ordinary course of their
businesses. The Property Trustee, other than during the occurrence and
continuance of a Declaration Event of Default, undertakes to perform only such
duties as are specifically set forth in the Declaration and, after such
Declaration Event of Default, must exercise the same degree of care and skill
as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Property Trustee will be under no
obligation to exercise any of the powers vested in it by the Declaration at the
request of any holder of Preferred Securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred
thereby. If no Declaration Event of Default has occurred and is continuing and
the Property Trustee is required to decide between alternative causes of
action,

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construe ambiguous provisions in the Declaration or is unsure of the
application of any provision of the Declaration, and the matter is not one on
which holders of Preferred Securities are entitled under the Declaration to
vote, then the Property Trustee shall take such action as is directed by Suiza
and, if not so directed, shall take such action as it deems advisable and in
the best interests of the holders of the Preferred Securities and the Common
Securities and will have no liability except for its own bad faith, negligence
or willful misconduct. The Property Trustee is also the Delaware Trustee and
the Indenture Trustee. Wilmington Trust Company, the Property Trustee, the
Delaware Trustee and the Indenture Trustee with respect to the Preferred
Securities and the Debentures, also serves in such capacities with respect to
the LOS Debentures and the related $100 million of company-obligated
mandatorily redeemable 5% convertible preferred securities issued by Suiza
Capital Trust in connection with Suiza's acquisition of Land-O-Sun (the "LOS
Preferred Securities").

MISCELLANEOUS

The Company Trustees are authorized and directed to conduct the
affairs of and to operate the Issuer in such a way that the Issuer will not be
deemed to be an "investment company" required to be registered under the 1940
Act or classified as an association taxable as a corporation for United States
federal income tax purposes and so that the Debentures will be treated as
indebtedness of Suiza for United States federal income tax purposes. In this
connection, Suiza and the Company Trustees are authorized to take any action,
not inconsistent with applicable law, the certificate of trust of the Issuer or
the Declaration, that Suiza and the Company Trustees determine in their
discretion to be necessary or desirable for such purposes, as long as such
action does not materially adversely affect the interests of the holders of the
Preferred Securities.

Holders of the Preferred Securities have no preemptive or similar
rights.

The Issuer may not borrow money or issue debt or mortgage or pledge
any of its assets.

REGISTRATION RIGHTS

In connection with the original offering of the Preferred Securities,
the Issuer and Suiza entered into a registration rights agreement with the
Initial Purchasers dated March 24, 1998 (the "Registration Rights Agreement"),
pursuant to which the Issuer and Suiza agreed, at the expense of Suiza, to file
with the Commission on or prior to June 22, 1998 (the date 90 days after the
closing date of the original offering (March 24, 1998)) the Shelf Registration
Statement covering resale by holders of all of the Offered Securities
thereunder. Suiza agreed to use its best efforts (i) to cause the Shelf
Registration Statement to be declared effective as promptly as practicable and
in no event later than August 21, 1998 (150 days after the closing date of the
original offering) and (ii) to keep effective the Shelf Registration Statement
until the expiration of the Effectiveness Period. The Issuer and Suiza are
permitted to suspend the use of this Prospectus or any other prospectus which
is a part of the Shelf Registration Statement in connection with sales of
Offered Securities by holders during certain periods of time under certain
circumstances relating to pending corporate developments relating to Suiza and
its public filings with the Commission and similar events. The Issuer and
Suiza have agreed to provide to each registered holder copies of this
Prospectus or any other prospectus which is a part of the Shelf Registration
Statement, notify each registered holder when the Shelf Registration Statement
has become effective, and take certain other actions as are required to permit
unrestricted sales of the Offered Securities.

In the Registration Rights Agreement, the Issuer and Suiza agreed to
indemnify the holders of Offered Securities against certain liabilities,
including liabilities under the Securities Act, subject to

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customary limitations, and each holder of Offered Securities included in the
Shelf Registration Statement agreed to indemnify the Issuer and Suiza, any
other holder and any underwriters participating in the offering of Offered
Securities against any liability with respect to information furnished by such
holder in writing to the Issuer and Suiza (including the information in a
selling securityholder's questionnaire) expressly for use in the Shelf
Registration Statement.

In the event that the Shelf Registration Statement ceases to be
effective during the Effectiveness Period or Suiza suspends the use of the
prospectus which is a part thereof for more than 90 days, whether or not
consecutive, during any 12-month period, then the interest rate borne by the
Debentures and the distribution rate borne by the Preferred Securities will
each increase by an additional one-half of one percent (0.50%) per annum from
the 91st day of the applicable 12-month period such Shelf Registration
Statement ceases to be effective or Suiza suspends the use of the prospectus
which will be a part thereof until such time as the Shelf Registration
Statement again becomes effective, the use of the prospectus related thereto is
no longer suspended or the Effectiveness Period expires (the "Liquidated
Damages").

The specific provisions relating to the registration rights described
above are contained in the Registration Rights Agreement. This summary of
certain provisions of the Registration Rights Agreement does not purport to be
complete and is subject to, and qualified in its entirety be reference to, all
the provisions of the Registration Rights Agreement, which is incorporated by
reference as an exhibit to this Registration Statement.

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DESCRIPTION OF THE GUARANTEE

The Guarantee was executed and delivered by Suiza concurrently with
the issuance by the Issuer of the Preferred Securities for the benefit of the
holders from time to time of such Preferred Securities. Wilmington Trust
Company is the initial trustee ("Guarantee Trustee") under the Guarantee. This
summary of certain provisions of the Guarantee does not purport to be complete
and is subject to, and qualified in its entirety by reference to, all of the
provisions of the Guarantee, which is incorporated by reference as an exhibit
to this Registration Statement. The Guarantee Trustee holds the Guarantee for
the benefit of the holders of the Preferred Securities.

GENERAL

Suiza has irrevocably agreed to pay in full, on a subordinated basis,
to the extent set forth herein, the Guarantee Payments (as defined below) to
the holders of the Preferred Securities, as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or assert,
other than the defense of payment. The following payments with respect to the
Preferred Securities, to the extent not paid by or on behalf of the Issuer (the
"Guarantee Payments"), are subject to the Guarantee: (a) any accumulated and
unpaid Distributions required to be paid on the Preferred Securities, if and to
the extent that the Issuer has funds on hand available therefor at such time;
(b) the redemption price of any Preferred Securities called for redemption, if
and to the extent that the Issuer has funds on hand available therefor at such
time; and (c) upon a voluntary or involuntary dissolution, winding up or
liquidation of the Issuer (unless the Debentures are distributed to holders of
the Preferred Securities), the lesser of (i) the Liquidation Distribution, to
the extent that the Issuer has funds on hand available therefor at such time,
and (ii) the amount of assets of the Issuer remaining available for
distribution to holders of Preferred Securities. Suiza's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
Suiza to the holders of the Preferred Securities or by causing the Issuer to
pay such amounts to such holders.

The Guarantee is an irrevocable guarantee on a subordinated basis of
the Issuer's obligations under the Preferred Securities, but applies only to
the extent that the Issuer has funds sufficient to make such payments, and is
not a guarantee of collection. If Suiza does not make interest payments on the
Debentures held by the Issuer, the Issuer will not be able to pay Distributions
on the Preferred Securities and will not have funds legally available therefor.

Suiza has, through the Guarantee, the Declaration, the Debentures and
the Indenture, taken together, fully, irrevocably and unconditionally
guaranteed, on a subordinated basis, all of the Issuer's obligations under the
Preferred Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only be the combined operation of these documents that has
the effect of providing a full, irrevocable and unconditional guarantee of the
Issuer's obligations under the Preferred Securities. See "Relationship Among
the Preferred Securities, the Debentures and the Guarantee."

Suiza also agreed separately to irrevocably and unconditionally
guarantee the obligations of the Issuer with respect to the Common Securities
to the same extent as the Guarantee, except that upon the occurrence and during
the continuation of a Declaration Event of Default, holders of Preferred
Securities shall have priority over holders of Common Securities with respect
to distributions and payments on liquidation, redemption or otherwise.

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STATUS OF THE GUARANTEE

The Guarantee constitutes an unsecured obligation of Suiza and ranks
subordinate and junior in right of payment to all other liabilities of Suiza
and ranks pari passu with any guarantee now or hereafter entered into by Suiza
in respect of any preferred or preference stock of any affiliate of Suiza and
senior to the Common Stock of Suiza. The terms of the Preferred Securities
provide that each holder by acceptance thereof, consents and agrees to the
subordination and other provisions of the Guarantee.

The Guarantee constitutes a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against
Suiza to enforce its rights under the Guarantee without first instituting a
legal proceeding against any other person or entity). The Guarantee is held
for the benefit of the holders of the Preferred Securities. The Guarantee will
not be discharged except by payment of the Guarantee Payments in full to the
extent not paid by the Issuer or upon distribution of the Debentures to the
holders of the Preferred Securities. The Guarantee does not place a limitation
on the amount of additional indebtedness that may be incurred by Suiza or any
of its subsidiaries.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not materially adversely
affect the rights of holders of the Preferred Securities (in which case no vote
will be required), the Guarantee may not be amended without the prior approval
of the holders of not less than a majority in aggregate liquidation amount of
the outstanding Preferred Securities. The manner of obtaining any such
approval are as set forth under "Description of the Preferred Securities --
Voting Rights; Amendment of the Declaration." All guarantees and agreements
contained in the Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of Suiza and shall inure to the benefit of the
holders of the Preferred Securities then outstanding.

CERTAIN COVENANTS OF SUIZA

Suiza covenanted in the Guarantee that if and so long as (i) the
Issuer is the holder of all the Debentures, (ii) a Tax Event in respect of the
Issuer has occurred and is continuing and (iii) Suiza has elected, and has not
revoked such election, to pay Additional Sums in respect of the Preferred
Securities and Common Securities, Suiza will pay to the Issuer such Additional
Sums. Suiza has also covenanted that it will not, and it will not cause any of
its subsidiaries to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any
of Suiza's capital stock, except with respect to its Series A Preferred Stock,
or (ii) make any payment of principal, interest or premium, if any, on or repay
or repurchase or redeem any debt securities (including guarantees of
indebtedness for money borrowed) of Suiza that rank pari passu with or junior
to the Debentures (other than (a) any dividend, redemption, liquidation,
interest, principal or guarantee payment by Suiza where the payment is made by
way of securities (including capital stock) that rank pari passu with or junior
to the securities on which such dividend, redemption, interest, principal or
guarantee payment is being made, (b) payments under the Guarantee, (c)
purchases of Common Stock related to the issuance of Common Stock under any of
Suiza's benefit plans for its directors, officers or employees, (d) as a result
of a reclassification of Suiza's capital stock or the exchange or conversion of
one series or class of Suiza's capital stock for another series or class of
Suiza's capital stock and (e) the purchase of fractional interests in shares of
Suiza's capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged) if at such time (i)
there shall have occurred and be continuing any event of which Suiza has actual
knowledge that with the giving of notice or the lapse of time, or both, would
constitute a Debenture Event of Default, (ii) Suiza shall be in default with
respect to its payment of

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<PAGE> 48
any obligations under the Guarantee or (iii) Suiza shall have given notice of
its selection of an Extension Period as provided in the Indenture with respect
to the Debentures and shall not have rescinded such notice, or such Extension
Period, or any extension thereof, shall be continuing. Suiza covenanted for so
long as Preferred Securities are outstanding (i) not to convert Debentures
except pursuant to a notice of conversion delivered to the Conversion Agent by
a holder of Preferred Securities, (ii) to maintain directly or indirectly 100%
ownership of the Common Securities, provided that certain successors which are
permitted pursuant to the Indenture may succeed to Suiza's ownership of the
Common Securities, (iii) not to voluntarily dissolve, wind-up, liquidate or
terminate the Issuer, except (a) in connection with the exchange of the
Debentures to the holders of the Preferred Securities in liquidation of the
Issuer upon the redemption of all outstanding Preferred Securities or (b) in
connection with certain mergers, consolidations or amalgamations permitted by
the Declaration, (iv) to maintain the reservation for issuance of the number of
shares of Common Stock that would be required from time to time upon the
conversion of all of the Debentures then outstanding, (v) to use its reasonable
best efforts, consistent with the terms and provisions of the Declaration, to
cause the Issuer to remain classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax
purposes and (vi) to deliver shares of Common Stock upon an election by the
holders of the Preferred Securities to convert such Preferred Securities into
Common Stock.

As part of the Guarantee, Suiza agreed that it will honor all
obligations described therein relating to the conversion or exchange of the
Preferred Securities into or for Common Stock or Debentures.

GUARANTEE EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of
Suiza to perform any of its payment or other obligations thereunder. The
holders of a majority in aggregate liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee in respect of
the Guarantee or to direct the exercise of any trust or power conferred upon
the Guarantee Trustee under the Guarantee.

If the Guarantee Trustee fails to enforce the Guarantee, any holder of
Preferred Securities may institute a legal proceeding directly against Suiza to
enforce its rights under the Guarantee without first instituting a legal
proceeding against the Issuer, the Guarantee Trustee or any other person or
entity. In addition, any record holder of Preferred Securities has the right,
which is absolute and unconditional, to proceed directly against Suiza to
obtain Guarantee Payments, without first waiting to determine if the Guarantee
Trustee has enforced the Guarantee or instituting a legal proceeding against
the Issuer, the Guarantee Trustee or any other person or entity. Suiza has
waived any right or remedy to require that any action be brought first against
the Issuer or any other person or entity before proceeding directly against
Suiza.

Suiza, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not Suiza is in compliance with all the
conditions and covenants applicable to it under the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and
continuance of a default by Suiza in performance of the Guarantee, has
undertaken to perform only such duties as are specifically set forth in the
Guarantee and, after default with respect to the Guarantee, must exercise the
same degree of care and skill as a prudent person would exercise or use under
the circumstances in the conduct of his or her own

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<PAGE> 49
affairs. Subject to this provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by the Guarantee at the
request of any holder of Preferred Securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred
thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect
upon full payment of the redemption price of the Preferred Securities, upon
full payment of the amounts payable upon liquidation of the Issuer, upon the
distribution, if any, of Common Stock to the holders of Preferred Securities in
respect of the conversion of all such holders' Preferred Securities into Common
Stock or upon distribution of Debentures to the holders of the Preferred
Securities in exchange for all of the Preferred Securities. The Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any holder of Preferred Securities must restore payment of any sums under
such Preferred Securities or the Guarantee.

GOVERNING LAW

The Guarantee is governed by and construed in accordance with the laws
of the State of New York.

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DESCRIPTION OF THE DEBENTURES

The Debentures have been issued under a Junior Subordinated Indenture
(the "Indenture") between Suiza and Wilmington Trust Company, as trustee (the
"Indenture Trustee"), copies of which are available upon request to Suiza. The
terms of the Debentures include those stated in the Indenture and made a part
thereof by reference to the Trust Indenture Act in effect on the date of the
Indenture. This summary of certain terms and provisions of the Debentures and
the Indenture does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the Indenture, which is incorporated
by reference as an exhibit to the Registration Statement. Whenever particular
defined terms of the Indenture are referred to herein, such defined terms are
incorporated herein by reference.

GENERAL

The Debentures are unsecured debt under the Indenture, junior and
subordinate in right of payment to all Senior Debt. The Debentures are limited
in aggregate principal amount to $618.6 million, such amount being the sum of
the aggregate stated liquidation amount of the Preferred Securities and the
Common Securities. The Indenture does not limit the incurrence or issuance of
other secured or unsecured debt of Suiza. See "-- Subordination."

Concurrently with the issuance of the Preferred Securities, the Issuer
invested the proceeds thereof and the consideration paid by Suiza for the
Common Securities in the Debentures. The Debentures are in a principal amount
equal to the aggregate stated liquidation amount of the Preferred Securities
plus Suiza's concurrent investment in the Common Securities.

The Debentures are not subject to any sinking fund provision. The
entire principal amount of the Debentures mature, and become due and payable,
together with any accrued and unpaid interest thereon, on April 1, 2028.

INTEREST

The Debentures bear interest at the annual rate of 5 1/2% per annum,
payable quarterly in arrears on January 1, April 1, July 1 and October 1 of
each year, commencing on July 1, 1998 (each, an "Interest Payment Date"), to
the person in whose name each Debenture is registered at the close of business
on the fifteenth day (whether or not a Business Day) preceding such Interest
Payment Date (the "Regular Record Date"), subject to certain exceptions. It is
anticipated that, until the Liquidation, if any, of the Issuer, each Debenture
will be held in the name of the Property Trustee in trust for the benefit of
the holders of the Preferred Securities and the Common Securities. The amount
of interest payable for any period is computed on the basis of a 360-day year
of twelve 30-day months. In the event that any date on which interest is
payable on the Debentures is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that if such Business Day is in the next succeeding calendar year, then
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such Interest Payment Date.
Accrued interest that is not paid on the applicable Interest Payment Date will
bear additional interest on the amount thereof (to the extent permitted by law)
at the stated rate per annum, compounded quarterly. The term "interest" as
used herein shall include quarterly interest payments, interest on quarterly
interest payments not paid on the applicable Interest Payment Date, Liquidated
Damages (if any) and Additional Sums, as applicable.

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GLOBAL SECURITIES

If distributed to holders of the Preferred Securities in connection
with the involuntary or voluntary dissolution, winding-up or liquidation of the
Issuer as a result of the occurrence of a Special Event, the Debentures will be
issued in the same form as the Preferred Securities that such Debentures
replace. Any Global Security evidencing Preferred Securities will be replaced
by one or more global securities (each, a "Global Debenture") registered in the
name of the depositary or its nominee. Except under the limited circumstances
described below, the Debentures represented by the Global Debenture will not be
exchangeable for, and will not otherwise be issuable as, Debentures in
definitive form. The Global Debenture described above may not be transferred
except by the Depository to a nominee of the Depository or by a nominee of the
Depository to the depository or another nominee of the Depository or to a
successor depository or its nominee.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in a Global Debenture.

Except as provided below, owners of beneficial interests in a Global
Security representing Preferred Securities will not be entitled to receive
physical delivery of Debentures in definitive form and will not be considered
the holders thereof for any purpose under the Indenture, and no Global
Debenture representing Debentures shall be exchangeable, except for another
Global Debenture of like denomination and tenor to be registered in the name of
the Depository or its nominee or to a successor depository or its nominee.
Accordingly, each beneficial owner of Preferred Securities must rely on the
procedures of DTC, or if such person is not a Participant, on the procedures of
the Participant through which such person owns its interest to exercise any
rights of a holder under the Indenture.

If Debentures are distributed to holders of Preferred Securities in
liquidation of such holders' interests in the Issuer and a Global Debenture is
issued, DTC will act as securities depository for the Debentures represented by
such Global Debenture. For a description of DTC and the general terms of the
depository arrangements, see "Description of the Preferred Securities --
Book-Entry Only Issuance: The Depository Trust Company." As of the date of
this Prospectus, the description therein of DTC's book-entry system and DTC's
practices as they relate to purchases, transfers, notices and payments with
respect to the Preferred Securities apply in all material respects to any debt
obligations represented by one or more Global Debenture held by DTC. Suiza may
appoint a successor to DTC or any successor depository in the event DTC or such
depository is unable or unwilling to continue as a depository for the Global
Debenture.

None of Suiza, the Indenture Trustee, any Paying Agent or the
Securities Registrar have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Debenture representing such Debentures or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

A Global Debenture shall be exchangeable for Debentures registered in
the names of persons other than DTC or its nominee only if (i) DTC notifies
Suiza that it is unwilling or unable to continue as a depository for such
Global Debenture and no successor depositary shall have been appointed by Suiza
within 90 days, or if at any time DTC ceases to be a "clearing agency"
registered under the Exchange Act at a time when DTC is required to be so
registered to act as such depository and no such successor depository has been
appointed within 90 days by the Company, (ii) Suiza in its sole discretion
determines that such Global Debenture shall be so exchangeable, or (iii) there
shall have occurred and be continuing a Debenture Event of Default with respect
to such Global Debenture. Any Global Debenture that is

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<PAGE> 52
exchangeable pursuant to the preceding sentence shall be exchangeable for
definitive certificates registered in such names as DTC shall direct. It is
expected that such instructions will be based upon directions received by DTC
from its participants with respect to ownership of beneficial interests in such
Global Debenture. In the event that Debentures are issued in definitive form,
such Debentures will be in denominations of $50 and integral multiples thereof
and may be transferred or exchanged at the offices described in "-- Payment and
Paying Agent" below.

PAYMENT AND PAYING AGENT

Payments on Debentures represented by a Global Debenture will be made
to DTC, as the depositary for the Debentures. In the event Debentures are
issued in definitive form, principal of and premium, if any, and any interest
on Debentures will be payable, the transfer of the Debentures will be
registrable, and the Debentures will be exchangeable for Debentures of other
denominations of a like aggregate principal amount at the corporate office of
the Indenture Trustee in the City of New York or at the office of such Paying
Agent or Paying Agents as Suiza may designate, except that at the option of
Suiza payment of any interest may be made (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer to an account maintained by the Person
entitled thereto as specified in the Securities Register, provided that proper
transfer instructions have been received by the Regular Record Date. Payment
of any interest on Debentures will be made to the Person in whose name such
Debentures are registered at the close of business on the Regular Record Date
for such interest, except in the case of Defaulted Interest. The Regular
Record Date for the interest payable on any Interest Payment Date shall be the
fifteenth day (whether or not a Business Day) next preceding such Interest
Payment Date. Suiza may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent.

Any monies deposited with the Indenture Trustee or any Paying Agent,
or then held by Suiza in trust, for the payment of the principal of and
premium, if any, or interest on any Debentures and remaining unclaimed for two
years after such principal and premium, if any, or interest has become due and
payable shall, at the request of Suiza, be repaid to Suiza and the holder of
such Debentures shall thereafter look, as a general unsecured creditor, only to
Suiza for payment thereof.

OPTION TO DEFER INTEREST PAYMENTS

So long as no Debenture Event of Default (relating solely to clauses
(i) and (ii) under the definition thereof) has occurred and is continuing,
Suiza will have the right under the Indenture to defer payment of amounts under
the Debentures at any time or from time to time for a period not exceeding 20
consecutive quarters with respect to each Extension Period; provided, however,
that no Extension Period may extend beyond the stated maturity of the
Debentures. At the end of such Extension Period, Suiza must pay all amounts
then accrued and unpaid (together with interest thereon at the stated annual
rate, compounded quarterly, to the extent permitted by applicable law). During
an Extension Period, interest will continue to accrue and holders of Debentures
(or holders of Preferred Securities while the Preferred Securities are
outstanding) will be required to accrue interest income (as original issue
discount) for United States federal income tax purposes. See "Certain Federal
Income Tax Consequences -- Original Issue Discount."

During any such Extension Period, Suiza shall not, and shall not
permit any of its subsidiaries to, (i) declare or pay any dividends on, make
distributions with respect to, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of Suiza's capital stock, except with
respect to its Series A Preferred Stock, or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities (including guarantees of indebtedness) issued by Suiza that rank
pari passu

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with or junior to the Debentures (other than with respect to both (i) and (ii)
(a) any dividend, redemption, liquidation, interest, principal or guarantee
payment by Suiza where the payment is made with securities (including capital
stock) that rank pari passu with or junior to the securities on which such
dividend, redemption, liquidation, interest, principal or guarantee payment is
being made, (b) payments under the Guarantee, (c) purchases of Common Stock
related to the issuance of Common Stock under any of Suiza's benefit plans for
its directors, officers or employees, (d) as a result of a reclassification of
Suiza's capital stock or the exchange or conversion of one series or class of
Suiza's capital stock for another series or class of Suiza's capital stock and
(e) the purchase of fractional interests in shares of Suiza's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged).

Prior to the termination of any such Extension Period, Suiza may
further extend the interest payment period, provided that no Extension Period
may exceed 20 consecutive quarters or extend beyond the stated maturity of the
Debentures. Upon the termination of any such Extension Period and the payment
of all amounts then accrued and unpaid on any Interest Payment Date, Suiza may
elect to begin a new Extension Period subject to the above requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof. Suiza shall give the Property Trustee, the Delaware Trustee, the
Company Trustees and the Indenture Trustee notice of its election to begin any
Extension Period at least one Business Day prior to the earlier of (i) the
record date for the date Distributions on the Preferred Securities (or, if no
Preferred Securities are outstanding, for the date interest on the Debentures)
would have been payable except for the election to begin such Extension Period
and (ii) the date the Property Trustee is (or, if no Preferred Securities are
outstanding, the Indenture Trustee is) required to give notice to the NYSE or
other applicable self-regulatory organization or to holders of such Preferred
Securities (or, if no Preferred Securities are outstanding, to the holders of
such Debentures) of such election. The Indenture Trustee and the Property
Trustee shall give notice of Suiza's election to begin an Extension Period to
the holders of the Debentures and the Preferred Securities, respectively.

Suiza has no current intention to exercise its right to defer payments
of interest on the Debentures.

MANDATORY REDEMPTION

Upon repayment at maturity or as a result of acceleration upon the
occurrence of a Debenture Event of Default, Suiza will be required to redeem
the Debentures, in whole but not in part, at a redemption price equal to 100%
of the principal amount thereof, together with any accrued and unpaid interest
thereon. Any payment pursuant to this provision shall be made prior to 12:00
noon, New York City time, on the date of such repayment or acceleration or at
such other time on such earlier date as the parties thereto shall agree. The
Debentures are not entitled to the benefit of any sinking fund or, except as
set forth above or as a result of acceleration, any other provision for
mandatory prepayment.

OPTIONAL REDEMPTION

On and after April 2, 2001, and subject to the next succeeding
sentence, Suiza will have the right, at any time and from time to time, to
redeem the Debentures, in whole or in part, upon notice given as provided
below, during the twelve-month periods beginning on April 1 (April 2 in the
case of 2001) in each of the following years and at the indicated redemption
prices (expressed as a percentage of the principal amount of the Debentures
being redeemed), together with any accrued but unpaid interest on the portion
being redeemed to the date fixed for redemption.

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<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE
---- ---------------- ---- ----------------
<S> <C> <C> <C>
2001 103.438% 2004 101.375%
2002 102.750 2005 100.688
2003 102.063 2006 and thereafter 100.000
</TABLE>

For so long as the Issuer is the holder of all the outstanding
Debentures, the proceeds of any such redemption will be used by the Issuer to
redeem Preferred Securities and Common Securities in accordance with their
terms. Suiza may not redeem the Debentures unless, on or before the date Suiza
gives notice of redemption to holders of the Debentures, all accrued and unpaid
interest (including Additional Interest and Liquidated Damages, if any) for all
quarterly interest periods ending on or prior to the most recent Interest
Payment Date has been paid in full on all outstanding Debentures. See
"Description of the Preferred Securities -- Optional Redemption."

Suiza also shall have the right to redeem the Debentures at any time
on or after April 2, 2001 upon the occurrence of a Tax Event as described in
"Description of the Preferred Securities -- Special Event Exchange or
Redemption" at a redemption price equal to the principal amount thereof, plus
any accrued and unpaid interest.

If at any time less than 5% of the original aggregate principal amount
of the Debentures remains outstanding, such Debentures shall be redeemable at
the option of Suiza, in whole but not in part, at a redemption price equal to
the principal amount thereof, plus any accrued and unpaid interest.

REDEMPTION PROCEDURES

Notices of any redemption of the Debentures and the procedures for
such redemption are as provided with respect to the Preferred Securities under
"Description of the Preferred Securities -- Redemption Procedures." Notice of
any redemption will be mailed at least 30 days but not more than 60 days before
the redemption date to each holder of Debentures to be redeemed at its
registered address. Unless Suiza defaults in payment of the redemption price,
on and after the redemption date interest will cease to accrue and conversion
rights will cease to exist on such Debentures or portions thereof called for
redemption.

DISTRIBUTION OF DEBENTURES

At any time, Suiza has the right to dissolve the Issuer and cause the
Debentures to be distributed to the holders of the Preferred Securities and
Common Securities in liquidation of the Issuer after satisfaction of
liabilities to creditors of the Issuer as provided by applicable law. If
distributed to holders of Preferred Securities and Common Securities in
liquidation, the Debentures will initially be issued in the form of one or more
Global Debentures and DTC, or any successor depositary for the Preferred
Securities, will act as depositary for the Debentures. It is anticipated that
the depositary arrangements for the Debentures would be substantially identical
to those in effect for the Preferred Securities. There can be no assurance
that a market will develop for, or as to any market price of, any Debentures
that may be distributed to the holders of Preferred Securities. For a
description of DTC and the terms of the depositary arrangement, see
"Description of the Preferred Securities -- Book-Entry Only Issuance: The
Depository Trust Company."

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CONVERSION OF THE DEBENTURES

The Debentures are convertible at the option of the holders of the
Debentures into Common Stock, at any time after June 22, 1998 through the
Conversion Expiration Date, initially at the conversion price of $78.25 in
principal amount of Debentures per share of Common Stock (equivalent to a
conversion rate of 0.6390 shares of Common Stock for each $50 in principal
amount of Debentures), subject to the conversion price adjustments described
under "Description of the Preferred Securities -- Conversion Rights." Suiza
will make no payment or allowance for dividends on the shares of Common Stock
issued upon such conversion. The Issuer has covenanted for so long as the
Preferred Securities are outstanding not to convert Debentures except pursuant
to a notice of conversion delivered to the Conversion Agent by a holder of
Preferred Securities. Upon surrender of such Preferred Securities to the
Conversion Agent for conversion, the Issuer will distribute the commensurate
principal amount of the Debentures to the Conversion Agent on behalf of the
holder of every Preferred Security so converted, whereupon the Conversion Agent
will convert such Debentures into Common Stock on behalf of such holder.
Suiza's delivery to the holders of the Debentures (through the Conversion
Agent) of the fixed number of shares of Common Stock into which the Debentures
are convertible (together with the cash payment, if any, in lieu of fractional
shares) will be deemed to satisfy Suiza's obligation to pay the principal
amount of the Debentures, and the accrued and unpaid interest attributable to
the period from the last date to which interest has been paid or duly provided
for; provided, however, that if any Debenture is converted on or after a
Regular Record Date for payment of interest, the interest payable on the
related Interest Payment Date with respect to such Debenture shall be paid to
the Issuer (which will distribute the applicable portion of such interest to
the holder of Preferred Securities) or other holder of Debentures, as the case
may be, despite such conversion; provided, further, that if a redemption date
falls between such Regular Record Date and the related Interest Payment Date,
the amount of such payment shall include interest accrued to, but excluding,
such redemption date.

EXPIRATION OF CONVERSION RIGHTS

The conversion rights of any Debentures held by the Issuer expire upon
the expiration of the conversion rights of the Preferred Securities on the
terms described above under "Description of the Preferred Securities --
Conversion Rights."

MODIFICATION OF INDENTURE

From time to time, Suiza and the Indenture Trustee may, without the
consent of the holders of Debentures, amend, waive or supplement the Indenture
for specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies (provided that any such action does not materially
adversely affect the interest of the holders of the Debentures, or the holders
of the Preferred Securities so long as they remain outstanding) and qualifying,
or maintaining the qualification of, the Indenture under the Trust Indenture
Act. The Indenture contains provisions permitting Suiza and the Indenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of the outstanding Debentures, to modify the Indenture in a
manner affecting the rights of the holders of the Debentures; provided that no
such modification may, without the consent of the holder of each outstanding
Debenture so affected, (i) change the stated maturity of the Debentures, or
reduce the principal amount thereof, or reduce any premium payable on the
redemption thereof, or reduce the rate or extend the time of payment of
interest thereon (other than deferrals of the payments of interest as described
under "-- Option to Extend Interest Payment Period") or impair any right to
institute suit for the enforcement of any such payment, or adversely affect the
subordination provisions of the Indenture or any right to convert any
Debentures or (ii) reduce the percentage of principal amount of Debentures, the
holders of which are required to consent to

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any such modification of the Indenture, provided that, so long as any of the
Preferred Securities remain outstanding, no such modification may be made that
adversely affects the holders of such Preferred Securities in any material
respect, and no termination of the Indenture may occur, and no waiver of any
Debenture Event of Default or compliance with any covenant under the Indentures
shall be effective, without the prior consent of the holders of at least a
majority in aggregate liquidation amount of the Preferred Securities then
outstanding unless and until the principal of the Debentures and all accrued
and unpaid interest thereon has been paid in full; provided, however, that
where a consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior consent of each holder of Preferred Securities.

DEBENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events that has occurred and is continuing constitutes a "Debenture Event of
Default" with respect to such Debentures: (i) failure for 30 days to pay any
interest on the Debentures, when due (subject to the deferral of any due date
in the case of an Extension Period); or (ii) failure to pay any principal or
premium, if any, on the Debentures when due whether at maturity, upon
redemption, by declaration or otherwise; or (iii) failure by Suiza to deliver
shares of Common Stock upon an appropriate election by holders of Debentures to
convert such Debentures; or (iv) failure to observe or perform in any material
respect certain other covenants contained in the Indenture for 60 days after
written notice to Suiza from the Indenture Trustee or to the Indenture Trustee
and Suiza from the holders of at least 25% in aggregate outstanding principal
amount of such Debentures or by the holder or holders of at least 25% in the
aggregate outstanding liquidation amount of the Preferred Securities; or (v)
the dissolution, winding up or termination of the Trust, except in connection
with the distribution of Debentures to the holders of Preferred Securities in
liquidation of the Trust upon the redemption of all outstanding Preferred
Securities and in connection with certain mergers, consolidations or
amalgamations permitted by the Declaration; or (vi) certain events in
bankruptcy, insolvency or reorganization of Suiza.

The holders of a majority in aggregate outstanding principal amount of
the Debentures have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee.
The Indenture Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures then outstanding may declare the principal
due and payable immediately upon a Debenture Event of Default, and, should the
Indenture Trustee or the holders of the Debentures fail to make such
declaration, the holders of at least 25% in aggregate liquidation amount of the
Preferred Securities then outstanding shall have such right. The holders of a
majority in aggregate outstanding principal amount of the Debentures may annul
and rescind such declaration if the default (other than the non-payment of the
principal of the Debentures which has become due solely by such acceleration)
has been cured and a sum sufficient to pay all matured installments of interest
and due otherwise than by acceleration has been deposited with the Indenture
Trustee and, should the holders of the Debentures fail to annul and rescind
such declaration, the holders of a majority in aggregate liquidation amount of
the Preferred Securities then outstanding shall have such right.

The holders of a majority in aggregate outstanding principal amount of
the Debentures affected thereby may, on behalf of the holders of all the
Debentures, waive any past default, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Indenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture
affected thereby and, should the holders of the Debentures fail to annul such
declaration and waive such default, the holders of a

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majority in aggregate liquidation amount of the Preferred Securities shall have
such right. Suiza is required to file annually with the Indenture Trustee a
certificate as to whether or not Suiza is in compliance with all the conditions
and covenants applicable to it under the Indenture.

In case a Debenture Event of Default shall occur and be continuing as
to the Debentures, the Indenture Trustee will have the right to declare the
principal of and the interest on the Debentures and any other amounts payable
under the Indenture to be forthwith due and payable and to enforce its other
rights as a creditor with respect to the Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Debenture Event of Default occurs and is continuing and such
event is attributable to the failure of Suiza to pay interest, premium, if any,
or principal on the Debentures on the date such interest or principal is
otherwise payable, a holder of Preferred Securities may institute a Direct
Action for payment after the respective due date specified in the Debentures.
Suiza may not amend the Indenture to remove the foregoing right to bring a
Direct Action without the prior written consent of the holders of all of the
Preferred Securities. Notwithstanding any payment made to such holder of
Preferred Securities by Suiza in connection with a Direct Action, Suiza shall
remain obligated to pay the principal of or interest on the Debentures held by
the Issuer or the Property Trustee, and Suiza shall be subrogated to the rights
of the holder of such Preferred Securities with respect to payments on the
Preferred Securities to the extent of any payments made by Suiza to such holder
in any Direct Action.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Indenture provides that Suiza shall not consolidate with or merge
into any other Person, continue in another jurisdiction or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and
no Person shall consolidate with or merge into Suiza or convey, transfer or
lease its properties and assets substantially or as an entirety to Suiza,
unless: (i) in case Suiza consolidates with or merges into another Person or
conveys, transfers or leases its properties and assets substantially as an
entirety to any Person, the successor Person is organized under the laws of the
United States or any state or the District of Columbia, and such successor
Person expressly assumes Suiza's obligations on the Debentures; (ii)
immediately after giving effect thereto, no Debenture Event of Default, and no
event which, after notice or lapse of time or both, would become a Debenture
Event of Default, shall have happened and be continuing; (iii) in the case of
the Debentures, such transaction is permitted under the Declaration and
Guarantee and does not give rise to any breach or violation of the Declaration
or Guarantee; and (iv) certain other conditions as prescribed in the Indenture
are met.

The general provisions of the Indenture do not afford holders of the
Debentures protection in the event of a highly leveraged or other transaction
involving Suiza that may adversely affect holders of the Debentures.

EXPENSES OF ISSUER

The Indenture provides that Suiza will pay all fees and expenses
related to (i) the organization, maintenance and dissolution of the Trust, (ii)
the retention of the Issuer Trustees, the Guarantee Trustee and the Indenture
Trustee and (iii) the enforcement by the Property Trustee of the rights of the
holders of the Preferred Securities. The payment of such fees and expenses is
fully and unconditionally guaranteed by Suiza.

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SATISFACTION AND DISCHARGE

The Indenture will provide that when, among other things, all
Debentures not previously delivered to the Indenture Trustee for cancellation
(i) have become due and payable or (ii) will become due and payable at their
stated maturity within one year or are to be called for redemption within one
year under irrevocable agreements satisfactory to the Indenture Trustee for the
giving of notice of redemption, and Suiza irrevocably deposits or causes to be
deposited with the Indenture Trustee funds, in trust, for the purpose and in an
amount in the currency or currencies in which the Debentures are payable
sufficient to pay and discharge the entire indebtedness on the Debentures not
previously delivered to the Indenture Trustee for cancellation, equal to the
outstanding and unpaid principal and premium, if any, and interest to the date
of the deposit or to the stated maturity, as the case may be, then the
Indenture will cease to be of further effect (except as to Suiza's obligations
to pay all other sums due pursuant to the Indenture, to honor any conversion
rights prior to the redemption date or maturity date, and to provide the
officers' certificates and opinions of counsel described therein), and Suiza
will be deemed to have satisfied and discharged the Indenture.

SUBORDINATION

Suiza has covenanted and agreed that any Debentures issued under the
Indenture will be subordinate and junior in right of payment to all Senior Debt
of Suiza, whether now existing or hereafter incurred. Upon any payment or
distribution of assets to creditors upon any liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors, marshaling
of assets or any bankruptcy, insolvency, debt restructuring or similar
proceedings in connection with any insolvency or bankruptcy proceeding of
Suiza, the holders of Senior Debt will first be entitled to receive payment in
full of all amounts due or to become due thereon before the Property Trustee,
on behalf of the holders of the Debentures, will be entitled to receive or
retain any payment in respect of the principal of and premium, if any, or
interest, if any, on the Debentures.

In the event of the acceleration of the maturity of any Debentures,
the holders of all Senior Debt outstanding at the time of such acceleration
will first be entitled to receive payment in full of all amounts due thereon
(including any amounts due upon acceleration of the Senior Debt) before the
Property Trustee, on behalf of the holders of Debentures, will be entitled to
receive or retain any payment in respect of the principal of or premium, if
any, or interest, if any, on the Debentures. In the event and during the
continuation of any default by Suiza in the payment of principal, premium,
interest or any other payment due under the Senior Credit Facility or on any
other Senior Debt having a principal amount then outstanding of $25 million or
more (or as to which there is an obligation to lend $25 million or more)
continuing beyond the period of grace, if any, specified in the instrument
evidencing such Senior Debt, unless and until such default shall have been
cured or waived or shall have ceased to exist, then no payment shall be made by
Suiza with respect to the principal of (including redemption payments, if any),
premium, if any, or interest on the Debentures. In the event of any default
(other than a default described in the immediately preceding sentence) by Suiza
under the terms of any instrument evidencing any Senior Debt, continuing beyond
the period of grace, if any, specified in such instrument, notice of which
default shall have been given by any holder of such Senior Debt to the
Indenture Trustee, unless and until the earlier of (i) such default shall have
been cured or waived or shall have ceased to exist, or (ii) the continuation of
such default for a period of one hundred eighty days after notice of the
occurrence of such default shall have been given to the Indenture Trustee, no
payment shall be made by Suiza with respect to the principal of (including
redemption payments, if any), premium, if any, or interest on the Debentures.

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In the event that Suiza shall make any payment to the Indenture
Trustee or the holders of the Debentures which is prohibited as described in
the foregoing paragraph, and if such fact shall have been made known, at or
prior to the time of such payment, by notice to the Indenture Trustee or such
holders, then the Indenture Trustee and such Holders shall pay over and deliver
such amounts to the holders of Senior Debt.

"Debt" means, with respect to any Person, whether recourse is to all
or a portion of the assets of such Person and whether or not contingent, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; (vi) every
obligation of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates; and (vii) every obligation of the type referred to in
clauses (i) through (vi) of another Person and all dividends of another person
the payment of which, in either case, such Person has guaranteed or for which
such Person is responsible or liable, directly or indirectly, as obligor or
otherwise.

"Senior Debt" means the principal of (and premium, if any), interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to Suiza whether or not such claim
for post-petition interest is allowed in such proceeding), on Debt of Suiza,
whether incurred on or prior to the date of the Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, however, that Senior
Debt shall not be deemed to include: (i) any Debt of Suiza which, when incurred
and without respect to any election under Section 1111(b) of the Bankruptcy
Code, was without recourse to Suiza, (ii) any Debt of Suiza to any of its
subsidiaries, (iii) Debt to any employee of Suiza, (iv) any liability for
taxes, and (v) Debt or other monetary obligations to trade creditors or assumed
by Suiza or any of its subsidiaries in the ordinary course of business in
connection with the obtaining of goods, materials or services.

The Indenture places no limitation on the amount of additional Senior
Debt that may be incurred by Suiza.

GOVERNING LAW

The Indenture and the Debentures are governed by and construed in
accordance with the laws of the State of New York.

INFORMATION CONCERNING THE INDENTURE TRUSTEE

The Indenture Trustee is under no obligation to exercise any of the
powers vested in it by the Indenture at the request of any holder of
Debentures, unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities which might be incurred thereby. The Indenture
Trustee is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of

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its duties if the Indenture Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it.

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RELATIONSHIP AMONG THE PREFERRED
SECURITIES, THE DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Preferred
Securities (to the extent the Issuer has funds available for the payment of
such Distributions) have been irrevocably guaranteed by Suiza as and to the
extent set forth under "Description of the Guarantee." Taken together, Suiza's
obligations under the Debentures, the Indenture, the Declaration and the
Guarantee provide, in the aggregate, a full, irrevocable and unconditional
guarantee of payments of Distributions and other amounts due on the Preferred
Securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It is only
the combined operation of these documents that has the effect of providing a
full, irrevocable and unconditional guarantee of the Issuer's obligations under
the Preferred Securities. If and to the extent that Suiza does not make
payments on the Debentures, the Issuer will not pay Distributions or other
amounts due on the Preferred Securities. The Guarantee does not cover payment
of Distributions when the Issuer does not have sufficient funds to pay such
Distributions. In such event, a holder of Preferred Securities may institute a
Direct Action directly against Suiza to enforce payment of such Distributions
to such holder after the respective due dates. The obligations of Suiza under
the Guarantee are subordinate and junior in right of payment to all other
liabilities of Suiza; and pari passu with any guarantee now or hereafter
entered into by Suiza in respect of any preferred or preference stock of any
affiliate of Suiza, including the LOS Preferred Securities.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due
on the Debentures, such payments will be sufficient to cover Distributions and
other payments due on the Preferred Securities, primarily because: (i) the
aggregate principal amount of the Debentures is equal to the sum of the
aggregate stated liquidation amount of the Preferred Securities and Common
Securities; (ii) the interest rate and interest and other payment dates on the
Debentures match the Distribution rate and Distribution and other payment dates
for the Preferred Securities; (iii) Suiza shall pay for all and any costs,
expenses and liabilities of the Issuer except the Issuer's obligations to
holders of the Preferred Securities under such Preferred Securities; and (iv)
the Declaration further provides that the Issuer will not engage in any
activity that is not consistent with the limited purposes of the Issuer.

Notwithstanding anything to the contrary in the Indenture, Suiza has
the right to set-off any payment it is otherwise required to make thereunder
with and to the extent Suiza has theretofore made, or is concurrently on the
date of such payment making, a payment under the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

A holder of any Preferred Securities may institute a legal proceeding
directly against Suiza to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer or any
other person or entity.

A default or event of default under any Senior Debt of Suiza will not
constitute a default under the Indenture or a Debenture Event of Default.
However, in the event of payment defaults under, or acceleration of, Senior
Debt of Suiza, the subordination provisions of the Indenture will provide that
no payments may be made in respect of the Debentures until such Senior Debt has
been paid in full or any

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payment default thereunder has been cured or waived. Failure to make required
payments on the Debentures would constitute a Debenture Event of Default.

LIMITED PURPOSE OF ISSUER

The Preferred Securities evidence a beneficial interest in the Issuer,
and the Issuer exists for the sole purpose of issuing the Preferred Securities
and Common Securities and investing the proceeds thereof in the Debentures. A
principal difference between the rights of a holder of Preferred Securities and
a holder of Debentures is that a holder of Debentures is entitled to receive
from Suiza the principal amount of and interest accrued on Debentures held,
while a holder of Preferred Securities is entitled to receive Distributions
from the Issuer (or from Suiza under the applicable Guarantee) if and to the
extent the Issuer has funds available for the payment of such Distributions.

RIGHTS UPON DISSOLUTION

Upon any voluntary or involuntary dissolution, winding-up, liquidation
or termination of the Issuer involving the liquidation of the Debentures, the
holders of the Preferred Securities will be entitled to receive, after
satisfaction of liabilities to creditors of the Issuer as provided by
applicable law, out of assets held by the Issuer, the Liquidation Distribution
in cash. See "Description of the Preferred Securities -- Liquidation
Distribution Upon Dissolution." Upon any voluntary or involuntary liquidation
or bankruptcy of Suiza, the Property Trustee, as holder of the Debentures,
would be a subordinated creditor of Suiza, subordinated in right of payment to
all Senior Debt, but entitled to receive payment in full of principal and
interest before any stockholders of Suiza receive payments or distributions.
Since Suiza is the guarantor under the Guarantee and has agreed to pay for all
costs, expenses and liabilities of the Issuer (other than the Issuer's
obligations to the holders of the Preferred Securities), the positions of a
holder of such Preferred Securities and a holder of such Debentures relative to
other creditors and to stockholders of Suiza in the event of liquidation or
bankruptcy of Suiza would be substantially the same.

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DESCRIPTION OF SUIZA CAPITAL STOCK

The authorized capital stock of Suiza consists of 501,000,000 shares of which
500,000,000 shares are Common Stock, par value of $.01 per share, and 1,000,000
shares are Preferred Stock, par value $.01 per share ("Preferred Stock").

COMMON STOCK

Subject to the rights of the holders of any outstanding shares of Preferred
Stock and any restrictions that may be imposed by the lender to Suiza, holders
of Common Stock are entitled to receive such dividends, if any, as may be
declared by the Board of Directors out of legally available funds. Suiza has
never declared or paid a cash dividend on it's Common Stock and does not
anticipate paying cash dividends on it's Common Stock in the foreseeable
future. In the event of the liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to share equally and ratably,
based on the number of shares held, in the assets, if any, remaining after
payment of all of Suiza's debts and liabilities and the liquidation preference
of any outstanding Preferred Stock.

Holders of Common Stock are entitled to one vote per share held of record on
any matter submitted to the holders of Common Stock for a vote. Because
holders of Common Stock do not have cumulative voting rights, the holders of a
majority of the shares of Common Stock represented at a meeting can elect all
the directors. The shares of Common Stock are neither redeemable nor
convertible, and the holders thereof have no preemptive rights to subscribe for
or purchase any additional shares of capital stock issued by Suiza.

PREFERRED STOCK

Suiza is authorized to issue shares of Preferred Stock in one or more series,
and to designate the rights, preferences, limitations and restrictions of and
upon shares of each series, including voting, redemption and conversion rights.
The Board of Directors also may designate dividend rights and preferences in
liquidation. It is not possible to state the actual effect of the
authorization and issuance of additional series of Preferred Stock upon the
rights of holders of Common Stock until the Board of Directors determines the
specific terms, rights and preferences of a series of Preferred Stock. Such
effects, however, might include, among other things, granting the holders of
Preferred Stock priority over the holders of Common Stock with respect to the
payment of dividends; diluting the voting power of the Common Stock; or
granting the holders of Preferred Stock preference with respect to liquidation
rights. In addition, under certain circumstances, the issuance of Preferred
Stock may render more difficult or tend to discourage a merger, tender offer or
proxy contest, the assumption of control by a holder of a large block of
Suiza's securities or the removal of incumbent management.

In connection with the acquisition of Country Fresh, Inc. ("Country Fresh")
in November 1997, Suiza authorized and issued a total of 11,691 shares of
Series A Preferred Stock (the "Suiza Preferred Stock") to holders of Country
Fresh's outstanding Series A 8% Preferred Stock. A description of the Suiza
Preferred Stock follows:

Stated Value. The Suiza Preferred Stock has a stated value of $320 per
share.

Dividends. The holders of Suiza Preferred Stock, in preference to holders of
Common Stock, are entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for distribution to stockholders,
cumulative dividends of $25.60 per share per annum, and no more. So long as
any shares of Suiza Preferred Stock are outstanding, no dividend will be paid
or declared, no funds will be

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set aside for payment of dividends, and no distribution will be made on the
Common Stock or other preferred stock of Suiza ranking junior to the Suiza
Preferred Stock until all dividends accrued on the Suiza Preferred Stock have
been paid for the current and all prior dividend periods.

Liquidation Preference. Upon the liquidation, dissolution or winding up of
the affairs of Suiza, whether voluntary or involuntary, the holders of Suiza
Preferred Stock will be entitled to receive in full out of the assets of Suiza
available for distribution to stockholders, including its capital, before any
amount will be paid to, or distributed among, the holders of Common Stock or
other preferred stock ranking junior to the Suiza Preferred Stock, the sum of
$320 per share, plus all accrued and unpaid dividends to the time of payment.

Redemption. Shares of Suiza Preferred Stock may be redeemed, as a whole or
in part, at the option of Suiza by vote of the Suiza Board of Directors at any
time or from time to time, upon no less than 30 or more than 120 days' notice.
The redemption price for shares of the Suiza Preferred Stock is $320 per share
plus accrued and unpaid dividends to the date fixed for redemption. Pro rata
dividends on any shares of Suiza Preferred Stock to be redeemed will be deemed
to accrue as of the date fixed for redemption.

Voting. Each share of Suiza Preferred Stock has one vote on all matters upon
which holders of Common Stock are entitled to vote. Shares of Suiza Preferred
Stock and shares of Common Stock are treated as a single class or series of
shares for all voting purposes except to the extent a class or series vote is
provided by law.

Limitations. In addition to other rights as may be provided under applicable
law, without the affirmative vote of the holders of a majority of the
outstanding Suiza Preferred Stock, Suiza may not authorize or create any class
or series of stock ranking prior to the Suiza Preferred Stock with respect to
dividends or the distribution of assets in liquidation.

RIGHTS PLAN

On February 27, 1998, the Board of Directors of Suiza declared a dividend of
one common share purchase right (a "Right") for each outstanding share of
Common Stock. The dividend was made to the shareholders of record at the close
of business on March 18, 1998 (the "Record Date"). Each Right entitles the
registered holder to purchase from Suiza one share of Common Stock, at a price
of $210 (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement dated as of March 6,
1998 (the "Rights Agreement") between Suiza and Harris Trust Company as Rights
Agent (the "Rights Agent").

Until the earlier to occur of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Stock (an "Acquiring Person") or (ii) ten business
days following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of such outstanding
Common Stock (the earlier of such dates being the "Distribution Date"), the
Rights will be evidenced, with respect to any Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificate with a copy
of a summary of rights (the "Summary Rights") attached to the certificate. A
majority of the Continuing Directors (as defined below) may in their discretion
vote to extend the Distribution Date.

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The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Stock
outstanding even without such notation or a copy of a Summary of Rights being
attached to such Certificate, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders of record of
the Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 18, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by Suiza,
in each case, as described below.

The Purchase Price payable and the number of shares of Common Stock or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for or purchase Common Stock at a price, or securities
convertible into Common Stock with a conversion price, less than the then
current market price of the Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares of Common Stock will be issued and, in lieu of
such fractional shares, an adjustment in cash will be made based on the market
price of the Common Stock on the last trading day prior to the date of
exercise.

In the event that any person or entity becomes an Acquiring Person (the
beneficial owner of 15% or more of the Common Stock), provision will be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will then be void), will have the right to purchase
from Suiza upon exercise that number of shares of Common Stock having a market
value of two times the applicable exercise price of the Right of $210.

The Rights Agreement excludes from the definition of Acquiring Persons those
Persons who certify to Suiza that they inadvertently acquired in excess of
14.9% of the outstanding Common Stock and thereafter divest such excess Common
Stock or who acquire 15% or more of the Common Stock in a Permitted
Transaction. A "Permitted Transaction" is a stock acquisition or tender or
exchange offer pursuant to a definitive agreement which would result in a
person beneficially owning 15% or more of the Common Stock and which has been
approved by the Board of Directors (including a majority of the Continuing
Directors) prior to the execution of the agreement or the public announcement
of the offer.

In the event that Suiza is acquired in a merger or other business combination
transaction, or 50% or more of its consolidated assets or earning power are
sold, proper provisions will be made so that each holder of a Right will have
the right to purchase from the acquiring company, upon the exercise of the
Right at the then applicable exercise price, that number of shares of common
stock of the acquiring company that at the time of such transaction will have a
market value of two times the applicable exercise price of the Right of $210.

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After a person becomes an Acquiring Person, Suiza's Board of Directors may
exchange the Rights, other than those Rights owned by the Acquiring Person, in
whole or in part, at an exchange ratio of one share of Common Stock per Right,
subject to adjustment. However, the Board of Directors cannot conduct an
exchange at any time after any Person, together with its affiliates and
associates, becomes the Beneficial Owner of 50% or more of the outstanding
Common Stock.

At any time prior to a Distribution Date, a requisite majority may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price"). In addition, the Board of Directors may extend or reduce
the period during which the Rights are redeemable, so long as the Rights are
redeemable at the time of such extension or reduction. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.

The terms of the Rights may be amended by the Board of Directors of Suiza
without the consent of the holders of the Rights, including an amendment to
extend the final expiration date, except that from and after the date any
Person becomes an Acquiring Person, no such amendment may adversely affect the
economic interests of the holders of the Rights.

Until a Right is exercised, the holder of the Right, as such, will have no
rights as a shareholder of Suiza, including, without limitation, the right to
vote, or to receive dividends.

The term "Continuing Director" means any member of the Board of Directors of
Suiza who (i) is not an Acquiring Person or an affiliate or associate of an
Acquiring Person and (ii) was either a member of the Board of Directors of
Suiza on the date of the Rights Agreement or who subsequently became a director
of Suiza and whose initial election or initial nomination for election was
approved by a majority of the Continuing Directors then on the Board of
Directors of Suiza.

The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Suiza in
certain circumstances. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. However,
the Rights are not intended to prevent a takeover, but rather are designed to
enhance the ability of the Board of Directors to negotiate with an acquiror on
behalf of all of the stockholders.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to Section 203 of the Delaware General Corporation Law
("Section 203"), which prohibits certain persons ("Interested Stockholders")
from engaging in a "business combination" with a Delaware corporation for three
years following the date such persons become Interested Stockholders.
Interested Stockholders generally include: (i) persons who are the beneficial
owners of 15% or more of the outstanding voting stock of the corporation; and
(ii) persons who are affiliates or associates of the corporation and who hold
15% or more of the corporation's outstanding voting stock at any time within
three years before the date on which such person's status as an Interested
Stockholder is determined. Subject to certain exceptions, a "business
combination" includes, among other things: (i) mergers or consolidations; (ii)
the sale, lease, exchange, mortgage, pledge, transfer or other disposition of
assets having an aggregate market value equal to 10% or more of either the
aggregate market value of all assets of the corporation determined on a
consolidated basis or the aggregate market value of all the outstanding stock
of the corporation; (iii) transactions that result in the issuance or transfer
by the corporation of any stock of the corporation to the Interested
Stockholder, except pursuant to a transaction that effects a pro rata
distribution to all stockholders of the corporation; (iv) any transaction
involving the corporation that

64
<PAGE> 67
has the effect of increasing the proportionate share of the stock of any class
or series, or securities convertible into the stock of any class or series, of
the corporation that is owned directly or indirectly by the Interested
Stockholder; or (v) any receipt by the Interested Stockholder of the benefit
(except proportionately as a stockholder) of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation.

Section 203 does not apply to a business combination if: (i) before a person
becomes an Interested Stockholder, the board of directors of the corporation
approves the transaction in which the Interested Stockholder became an
Interested Stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the Interested Stockholder
becoming an Interested Stockholder, the Interested Stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commences (other than certain excluded shares); or (iii) following
a transaction in which the person became an Interested Stockholder, the
business combination is (a) approved by the board of directors of the
corporation, and (b) authorized at a regular or special meeting of stockholders
(and not by written consent) by the affirmative vote of the holders of at least
two-thirds of the outstanding voting stock of the corporation not owned by the
Interested Stockholder.

CERTAIN PROVISIONS RELATING TO CHANGES IN CONTROL

Suiza's Certificate of Incorporation and Bylaws contain several provisions
that could have the effect of delaying, deterring or preventing the acquisition
of control of Suiza by means of tender offer, open market purchases, a proxy
contest or otherwise. Set forth below is a description of those provisions.

Classified Board of Directors

The Certificate of Incorporation divides the Board of Directors into three
classes, with one class having an initial term of one year, one class having an
initial term of two years and one class having an initial term of three years.
Each class is as nearly equal in number as possible. At each annual meeting of
stockholders, directors will be elected to succeed those directors whose terms
have expired, and each newly elected director will serve for a three-year term.
Suiza believes that a classified Board of Directors will help assure the
continuity and stability of Suiza's Board of Directors and Suiza's business
strategies and policies. The classified board provision could increase the
likelihood that, in the event of a takeover of Suiza, incumbent directors will
retain their positions. In addition, the classified board provision will help
ensure that Suiza's Board of Directors, if confronted with an unsolicited
proposal from a third party that has acquired a block of the voting stock of
Suiza, will have sufficient time to review the proposal and appropriate
alternatives and to seek the best available result for all stockholders.

Number of Directors; Removal; Filling Vacancies

The Bylaws provide that the exact number of directors shall be fixed from
time to time by the Board of Directors. With a classified board, directors may
only be removed "for cause" and only by the affirmative vote of a majority of
the stockholders entitled to vote. As defined in Suiza's Bylaws, "for cause"
means: (i) commission of an act of fraud or embezzlement against Suiza; (ii)
conviction of a felony or a crime involving moral turpitude; (iii) gross
negligence or willful misconduct in performing the director's duties to Suiza
or its stockholders; or (iv) breach of fiduciary duty owned to Suiza. The
Bylaws also provide that vacant directorships may be filled by the Board of
Directors.

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<PAGE> 68
Special Meetings Of Stockholders

Suiza's Bylaws provide that special meetings of stockholders may be called
only by the Chief Executive Officer, and shall be called by the Chief Executive
Officer or the Secretary at the written request of a majority of the Board of
Directors. Special meetings may not be called by the stockholders.

Advance Notice Requirements For Stockholder Proposals And Director Nominations

Suiza's Bylaws establish advance notice procedures with regard to stockholder
proposals and the nomination, other than by or at the direction of the Board of
Directors or a committee thereof, of candidates for election as directors.
These procedures provide that the notice of stockholder proposals and
stockholder nominations for the election of directors at an annual meeting must
be in writing and received by the Secretary of Suiza no later than March 1 of
any calendar year (or if less than 35 days' notice of a meeting of stockholders
is given, stockholder nominations must be delivered to the Secretary of Suiza
no later than the close of business on the seventh day following the day notice
was mailed). Stockholder proposals and nominations for the election of
directors at a special meeting must be in writing and received by the Secretary
of Suiza no later than the close of business on the tenth day following the day
on which notice of the meeting was mailed or public disclosure of the date of
the meeting was made, whichever occurs first. The notice of stockholder
nominations must set forth certain information with respect to each nominee who
is not an incumbent director.

Certain Effect Of Authorized But Unissued Stock

Unissued and unreserved shares may be utilized for a variety of corporate
purposes, including future public offerings to raise additional capital and for
facilitating corporate acquisitions. One of the effects of unissued and
unreserved shares of capital stock may be to enable the Board of Directors to
render more difficult or discourage an attempt to obtain control of Suiza by
means of a merger, tender offer, proxy contest or otherwise, and thereby to
protect the continuity of the Company's management. If, in the due exercise of
its fiduciary obligations, for example, the Board of Directors determines that
a takeover proposal was not in Suiza's best interests, such shares could be
issued by Board of Directors without stockholder approval in one or more
private transactions or other transactions that might prevent or render more
difficult or costly the completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent stockholder group,
by creating a substantial voting block in institutional or other hands that
might undertake to support the position of the incumbent board of directors, by
effecting an acquisition that might complicate or preclude the takeover, or
otherwise.

TRANSFER AGENT AND REGISTRAR

Harris Trust and Savings Bank is the transfer agent and registrar for Common
Stock.

NEW YORK STOCK EXCHANGE LISTING

The Common Stock is listed for trading on the New York Stock Exchange under
the symbol "SZA."

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<PAGE> 69
CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain of the material United States
federal income tax consequences of the purchase, ownership and disposition of
the Preferred Securities. Unless otherwise stated, this summary deals only
with Preferred Securities held as capital assets by holders who purchase the
Preferred Securities upon original issuance. It does not deal with special
classes of holders such as banks, thrifts, real estate investment trusts,
regulated investment companies, insurance companies, dealers in securities or
currencies, tax-exempt investors, foreign corporations and persons who are not
citizens or residents of the United States (except to the extent discussed
under the heading "-- Certain United States Tax Consequences to Non-United
States Holders") or persons that will hold the Preferred Securities as a
position in a "straddle," as part of a "synthetic security" or "hedge," as part
of a "conversion transaction" or other integrated investment, or as other than
a capital asset. This summary also does not address the tax consequences to
persons that have a functional currency other than the U.S. Dollar. Further,
it does not include any description of any alternative minimum tax or estate
tax consequences or the tax laws of any state or local government or of any
foreign government that may be applicable to the Preferred Securities. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations thereunder and administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change, possibly on
a retroactive basis.

INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS AS THE UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF PREFERRED SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES,
AS WELL AS THE EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND OF
POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

CLASSIFICATION OF THE DEBENTURES

Suiza intends to take the position that, for United States federal
income tax purposes, the Debentures constitute indebtedness of Suiza under
current law and, by acceptance of Preferred Securities, each holder covenants
to treat the Debentures as indebtedness and the Preferred Securities as
evidence of an indirect beneficial ownership interest in the Debentures. No
assurance can be given, however, that such position of Suiza will not be
challenged by the Internal Revenue Service ("IRS") or, if challenged, that such
a challenge will not be successful. The remainder of this discussion assumes
that the Debentures will be classified as indebtedness of Suiza for United
States federal income tax purposes.

CLASSIFICATION OF THE ISSUER

In connection with the issuance of the Preferred Securities, Hughes &
Luce, L.L.P., United States tax counsel to the Issuer and Suiza, rendered its
opinion generally to the effect that, under then current law and assuming full
compliance with the terms of the Declaration and the Indenture (and certain
other documents), based on certain facts and assumptions contained in such
opinion, the Trust will be classified for United States federal income tax
purposes as a grantor trust and not as an association taxable as a corporation.
Accordingly, for United States federal income tax purposes, each holder of
Preferred Securities generally will be considered the owner of an undivided
interest in the Debentures, and each holder will be required to include in its
gross income any original issue discount accrued with respect to its allocable
share of those Debentures.

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<PAGE> 70
ORIGINAL ISSUE DISCOUNT

Because Suiza has the option, under the terms of the Debentures, to
defer payments of interest by extending interest payment periods for up to 60
consecutive months, all of the stated interest payments on the Debentures will
be treated as "original issue discount." Under the Code, holders of debt
instruments (such as the Debentures) issued with original issue discount must
include that discount in income on an economic accrual basis before the receipt
of cash attributable to the interest, regardless of their method of tax
accounting. Generally, all of a holder's taxable interest income with respect
to the Debentures will be accounted for as original issue discount. Actual
payments and distributions of stated interest will not, however, be separately
reported as taxable income. The amount of original issue discount that accrues
in any quarter will approximately equal the amount of the interest that accrues
on the Debentures in that quarter at the stated interest rate. In the event
that the interest payment period is extended, holders will continue to accrue
original issue discount in an amount approximately equal to the amount of the
interest payment due at the end of the extended interest payment on an economic
accrual basis over the length of the extended interest payment period.

Corporate holders will not be entitled to a dividends-received
deduction with respect to any income recognized with respect to the Debentures.

LIQUIDATED DAMAGES

Suiza intends to take the position that the Liquidated Damages
described above under "Description of the Preferred Securities -- Registration
Rights" will be taxable to a holder as ordinary income in accordance with the
holder's usual method of income tax accounting. The IRS may take a different
position, however, which could affect both the timing of the holder's income
and the timing and amount of Suiza's deduction with respect to the Liquidated
Damages.

REDEMPTION OF PREFERRED SECURITIES FOR DEBENTURES OR CASH UPON LIQUIDATION OF
THE ISSUER

Under certain circumstances, the Debentures may be distributed to
holders of Preferred Securities in exchange for the Preferred Securities.
Under current law, such a distribution to holders, for United States federal
income tax purposes, would be treated as a nontaxable event to each holder, and
each holder would receive an aggregate tax basis in the Debentures distributed
equal to such holder's aggregate tax basis in its Preferred Securities
exchanged therefor. A holder's holding period in the Debentures so received
would include the period during which the Preferred Securities were held by
such holder. If, however, the exchange is caused by a Tax Event that results
in the Issuer being treated as an association taxable as a corporation, the
distribution would likely constitute a taxable event to the Issuer and holders
of the Preferred Securities and could result in taxable capital gain to the
holders of the Preferred Securities if the value of distributed Debentures
exceeds the holders' tax basis in the Preferred Securities.

Under certain circumstances described herein (see "Special Event
Exchange or Redemption"), the Debentures may be redeemed for cash and the
proceeds of such redemption distributed to holders in redemption of their
Preferred Securities. Under current law, such a redemption would, for United
States federal income tax purposes, constitute a taxable disposition of the
redeemed Preferred Securities, and a holder would recognize gain or loss in the
same manner as if it sold such redeemed Preferred Securities for cash. See "--
Sales of Preferred Securities."

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<PAGE> 71
SALES OF PREFERRED SECURITIES

A holder that sells Preferred Securities will recognize gain or loss
equal to the difference between the amount realized on the sale of the
Preferred Securities and the holder's adjusted tax basis in such Preferred
Securities. A holder's adjusted tax basis in the Preferred Securities
generally will be its initial purchase price, increased by original issue
discount previously includible in such holder's gross income to the date of
disposition and decreased by payments received on the Preferred Securities to
the date of disposition. In general, such gain or loss will be a capital gain
or loss and will be a long-term capital gain or loss if the Preferred
Securities have been held for more than one year. In the case of non-corporate
taxpayers, reduced rates may apply to gain recognized on sales of Preferred
Stock which has been held for more than 18 months at the time of sale.

The Preferred Securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
Debentures. A holder who disposes of or converts his Preferred Securities
between record dates for payments of distributions thereon will be required to
include accrued but unpaid interest on the Debenture through the date of
disposition or conversion in income as ordinary income (in the form of original
issue discount) and to add such amount to his adjusted tax basis in his pro
rata share of the underlying Debentures deemed disposed of or converted. To
the extent the selling price is less than the holder's adjusted tax basis
(which basis will include, in the form of original issue discount, all accrued
but unpaid interest), a holder will recognize a capital loss. Subject to
certain limited exceptions, capital losses cannot be applied to offset ordinary
income for United States federal income tax purposes.

MARKET DISCOUNT AND BOND PREMIUM

Holders that purchase the Preferred Securities at a price that is
greater or less than the adjusted issue price of such holder's proportionate
share of the Debentures (which generally should approximate the face amount
plus accrued but unpaid interest on the Debentures) may be considered to have
acquired their undivided interests in the Debentures with market discount or
acquisition premium as such phrases are defined for United States federal
income tax purposes. Such holders are advised to consult their tax advisors as
to the income tax consequences of the acquisition, ownership and disposition of
the Preferred Securities.

CONVERSION OF PREFERRED SECURITIES INTO COMMON STOCK

A holder of Preferred Securities will not recognize income, gain or
loss upon the conversion of the Preferred Securities into Common Stock through
the Conversion Agent. A holder of Preferred Securities will, however,
recognize gain upon the receipt of cash in lieu of a fractional share of Common
Stock equal to the amount of cash received less such holder's tax basis in such
fractional share. Such a holder's tax basis in the Common Stock received upon
conversion should generally be equal to such holder's tax basis in the
Preferred Securities delivered to the Conversion Agent for exchange less the
basis allocated to any fractional share for which cash is received, and such
holder's holding period in the Common Stock received upon conversion should
generally begin on the date such holder acquired the Preferred Securities
delivered to the Conversion Agent for exchange.

Holders of Preferred Securities should not recognize gain or loss upon
expiration of the conversion rights. Such expiration should not effect a
significant modification of the underlying Debentures within the meaning of
applicable Treasury Regulations, and thus will not be considered a sale or
exchange for purposes of federal income taxation.

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<PAGE> 72
ADJUSTMENT OF CONVERSION PRICE

Treasury Regulations promulgated under Section 305 of the Code would
treat holders of Preferred Securities as having received a constructive
distribution from Suiza in the event the conversion ratio of the Debentures
were adjusted if (i) as a result of such adjustment, the proportionate interest
(measured by the quantum of Common Stock into or for which the Debentures are
convertible or exchangeable) of the holders of the Preferred Securities in the
assets or earnings and profits of Suiza were increased, and (ii) the adjustment
was not made pursuant to a bona fide, reasonable antidilution formula. An
adjustment in the conversion price would not be considered made pursuant to
such a formula if the adjustment was made to compensate holders for certain
taxable distributions with respect to Common Stock. Thus, under certain
circumstances, a reduction in the conversion price for the holders may result
in deemed dividend income to holders to the extent of the current or
accumulated earnings and profits of Suiza. Holders of the Preferred Securities
would be required to include their allocable share of such deemed dividend
income in gross income but would not receive any cash related thereto.

INFORMATION REPORTING TO HOLDERS

The Issuer will report the original issue discount that accrued during
the year with respect to the Debentures, and any gross proceeds received by the
Issuer from the retirement or redemption of the Debentures, annually to the
holders of record of the Preferred Securities and the IRS. The Issuer
currently intends to deliver such reports to holders of record prior to January
31, following each calendar year. It is anticipated that persons who hold
Preferred Securities as nominees for beneficial holders will report the
required tax information to beneficial holders on Form 1099.

BACKUP WITHHOLDING

Payments made on, and proceeds from the sale of, Preferred Securities
may be subject to a "backup" withholding tax of 31% unless the holder complies
with certain identification requirements. Any withheld amounts will generally
be allowed as a credit against the holders federal income tax provided the
required information is timely filed with the IRS.

POSSIBLE TAX LEGISLATION

As part of President Clinton's Fiscal 1999 Budget Proposal, the
Treasury Department has proposed legislation (the "Proposed Legislation") that,
among other things, would require the issuer of debt convertible into equity of
the issuer to defer deductions for accrued stated interest and original issue
discount on such debt until actual payment of the interest. There can be no
assurance that the Proposed Legislation will not be enacted, that it will not
have a retroactive effective date, or that it will not force Suiza to defer the
deduction of original issue discount resulting from an election by Suiza to
defer payment of interest on the Debentures until Suiza actually pays such
interest.

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ERISA CONSIDERATIONS

Generally, employee benefit plans that are subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Code ("Plans"), may purchase Preferred Securities, subject to the
investing fiduciary's determination that the investment in Preferred Securities
satisfies ERISA's fiduciary standards and other requirements applicable to
investments by the Plan.

The Department of Labor (the "DOL") has issued a regulation (29 C.F.R.
Section 2510.3-101) (the "DOL Regulation") concerning the definition of what
constitutes the assets of a Plan. The DOL Regulation provides that, as a
general rule, the underlying assets and properties of corporations,
partnerships, trusts and certain other entities in which a Plan makes an
"equity" investment will be deemed for purposes of ERISA to be assets of the
investing plan unless certain exceptions apply.

There can be no assurance that any of the exceptions set forth in the
DOL Regulation will apply to the purchase of Preferred Securities offered
hereby and, as a result, an investing Plan's assets could be considered to
include an undivided interest in the Debentures and any other assets held in
the Trust. In the event that assets of the Trust are considered assets of an
investing Plan, Suiza, the Issuer Trustees and other persons, in providing
services with respect to the Debentures, may be considered fiduciaries to such
Plan and subject to the fiduciary responsibility provisions of Title I of ERISA
and the prohibited transaction provisions of Section 4975 of the Code with
respect to transactions involving such assets, unless a statutory or
administrative exemption applies.

Suiza and/or any of its affiliates may be considered a "party in
interest" (within the meaning of ERISA) or a "disqualified person" (within the
meaning of Section 4975 of the Code) with respect to certain Plans. The
acquisition and ownership of Preferred Securities by a Plan (or by an
individual retirement arrangement or other plan described in Section 4975(e)(1)
of the Code) with respect to which Suiza or any of its affiliates is considered
a party in interest or a disqualified person may constitute or result in a
prohibited transaction under ERISA or Section 4975 of the Code, unless such
Preferred Securities are acquired pursuant to and in accordance with an
applicable exemption.

As a result, Plans with respect to which Suiza or any of its
affiliates is a party in interest or a disqualified person should not acquire
Preferred Securities unless such Preferred Securities are acquired pursuant to
and in accordance with an applicable prohibited transaction exemption. Any
Plans or other entities whose assets include Plan assets subject to ERISA or
Section 4975 of the Code proposing to acquire Preferred Securities should
consult with their own counsel.

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<PAGE> 74
SELLING HOLDERS

The Preferred Securities were originally issued by the Trust and
purchased and resold by Donaldson, Lufkin & Jenrette Securities Corporation,
Bear, Stearns & Co. Inc. and J.P. Morgan & Co (collectively, the "Initial
Purchasers") in transactions exempt from the registration requirements of the
Securities Act, to persons believed by such Initial Purchasers to be "qualified
institutional buyers" (as defined in Rule 144A of the Securities Act). Those
purchasers, or their transferees, pledgees, donees or successors (the "Selling
Holders") may from time to time offer and sell pursuant to this Prospectus any
or all of the Offered Securities.

The following table sets forth the name of each Selling Holder known
by Suiza as of the date of this Prospectus and the number of Preferred
Securities that may be offered by each such party hereunder. None of the
Selling Holders has, as of the date information was provided by them, converted
any Preferred Securities into Common Stock. In addition, to the extent that
any Selling Holder has held any position or office, been employed by or
otherwise had any material relationship with the Company or any of its
affiliates during the three years preceding the date of this Prospectus, such
position, office, employment or relationship is noted in footnotes to the
table. The number of Preferred Securities that may actually be sold by any
Selling Holder will be determined by such Selling Holder, and may depend upon a
number of factors, including, among other things, the market price of the
Preferred Securities from time to time. Because each of the Selling Holders
may offer all, some or none of the Preferred Securities held by such party, and
because any offering made pursuant to this Prospectus is currently not being
underwritten, no estimate can be given as to the number of Preferred Securities
that will be held by any Selling Holder upon or prior to the termination of
this Offering. See "Plan of Distribution." Except as otherwise specifically
indicated below, the table below sets forth information as of May 19, 1998,
concerning the beneficial ownership of the Preferred Securities by the Selling
Holders. All information as to beneficial ownership has been furnished by the
Selling Holder in question. One or more of the Selling Holders may have, in
transactions exempt from the registration requirements of the Securities Act,
sold, transferred or otherwise disposed of all or a portion of their Preferred
Securities since the date upon which they provided information regarding their
holdings of Preferred Securities.

<TABLE>
<CAPTION>
PREFERRED SECURITIES
OWNED BEFORE OFFERING NO. OF PREFERRED
----------------------- SECURITIES OFFERED IN
NAME OF SELLING HOLDER NUMBER PERCENT THE OFFERING
- ---------------------------------------- --------- ---------- -------------------------
<S> <C> <C> <C>
Alpine Associates 203,300 1.7% 203,300
Bank of New York 501,700 4.2 501,700
Bank Boston, N.A. 700 * 700
Bankers Trust Company 291,745 2.4 291,745
Bear, Stearns Securities Corp.(1) 1,047,835 8.7 1,047,835
Boston Safe Deposit and Trust Company 210,395 1.8 210,395
Brown Brothers Harriman & Co. 185,000 1.5 185,000
BT Alex. Brown Incorporated 105,000 * 105,000
Chase Bank of Texas, N.A. 2,000 * 2,000
Chase Manhatton Bank 282,400 2.4 282,400
Chase Manhattan Bank Trust of California 30,000 * 30,000
Citibank, N.A. 193,500 1.6 193,500
Crestar Bank 30,000 * 30,000
Custodial Trust Company 77,600 * 77,600
</TABLE>

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<PAGE> 75
<TABLE>
<CAPTION>
PREFERRED SECURITIES
OWNED BEFORE OFFERING NO. OF PREFERRED
----------------------- SECURITIES OFFERED IN
NAME OF SELLING HOLDER NUMBER PERCENT THE OFFERING
- ---------------------------------------- --------- ---------- -------------------------
<S> <C> <C> <C>
DB Clearing Services 160,000 1.3 160,000
Donaldson, Lufkin & Jenrette Securities 591,200 4.9 591,200
Corporation
Fiduciary Trust Company International 3,400 * 3,400
Fleet Bank of Massachusetts, N.A. 700 * 700
FUNB - Philadelphia 165,000 1.4 165,000
Goldman Sachs International 20,000 * 20,000
Investors Fiduciary Trust Company/SSB 120,000 1.0 120,000
Investors Bank & Trust 33,200 * 33,200
Keybank National Association 82,500 * 82,500
LaSalle National Bank 3,000 * 3,000
Lehman Brothers International(2) 645,000 5.4 645,000
Marshall & Isley Bank 22,000 * 22,000
Mercantile-Safe Deposit & Trust Company 57,000 * 57,000
Merrill, Lynch, Pierce Fenner & Smith 191,500 1.6 191,500
Incorporated
J.P. Morgan Securities, Inc. 205,500 1.7 205,500
Morgan Stanley & Co. Incorporated 98,500 * 98,500
NationsBanc Montgomery Securities LLC 94,500 * 94,500
Norwest Bank Minnesota, National Association 6,160 * 6,160
Northern Trust Company 126,300 1.1 126,300
PNC Bank, National Association 45,000 * 45,000
Prudential Securities Incorporated 16,300 * 16,300
Republic New York Securities Corporation 5,000 * 5,000
Salomon Brothers Inc. 270,800 2.3 270,800
Sanwa Bank California 1,300 * 1,300
Smith Barney Inc. 50,000 * 50,000
SBC Warburg Dillon Read Inc. 324,200 2.7 324,200
SSB - Custodian(3) 5,343,265 44.5 5,343,265
Star Bank, National Association 9,800 * 9,800
Suntrust Bank, Atlanta 87,800 * 87,800
U.S. Bank National Association 12,500 * 12,500
Wachovia Bank, N.A. 44,200 * 44,200
Wilmington Trust Company 2,000 * 2,000
The Fifth Third Bank 1,200 * 1,200
</TABLE>

- ----------------

* Less than 1%.

(1) The address for this holder is One Metrotech Center North, 4th Floor,
Brooklyn, New York 11201-3862.

(2) The address for this holder is 200 Vedey Street, New York, New York 10285.

(3) The address for this holder is P.O. Box 1631, Boston, Massachusetts
02105-1631

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PLAN OF DISTRIBUTION

Suiza and the Trust will receive no proceeds from the sale of the
Offered Securities. The Offered Securities may be sold from time to time to
purchasers directly by the Selling Holders. Alternatively, the Selling Holders
may from time to time offer the Offered Securities to or through underwriters,
broker/dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Holders or
the purchasers of such securities for whom they may act as agents. The Selling
Holders and any underwriters, broker/dealers or agents that participate in the
distribution of the Offered Securities may be deemed to be "underwriters"
within the meaning of the Securities Act and any profit on the sale of such
securities and any discounts, commissions, concessions or other compensation
received by such underwriter, broker/dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act. Any dealer or
broker participating in any distribution of the Offered Securities may be
required to deliver a copy of this Prospectus, including a Prospectus
Supplement, to any person who purchases any of the Securities from or through
such dealer or broker.

The Offered Securities may be sold from time to time in one or more
transactions at fixed prices, at the prevailing market prices at the time of
sale, at varying prices determined at the time of sale or at negotiated prices.
The sale of the Offered Securities may be effectuated in transactions (which
may involve crosses or block transactions) (i) on any national securities
exchange or quotation service on which the Offered Securities may be listed or
quoted at the time of sale, (ii) in the over-the-counter market, (iii) in
transactions otherwise than on such exchanges or in the over-the-counter
market, or (iv) through the writing and exercise of options. At the time a
particular offering of the Offered Securities is made, a Prospectus Supplement,
if required, will be distributed which will set forth the aggregate amount of
the type of Offered Securities being offered and the terms of the offering,
including the name or names of any underwriters, broker/dealers or agents, any
discounts, commissions and other terms constituting compensation from the
Selling Holders, if any, and any discounts, commissions or concessions allowed
or reallowed to be paid to broker/dealers, if any. In order to comply with
certain states' securities laws, if applicable, the Offered Securities will be
sold in such jurisdictions only through registered or licensed brokers or
dealers. In certain states, the Offered Securities may not be sold unless the
Offered Securities have been registered and qualify for sale in such state, or
unless an exemption from registration or qualification is available and is
obtained.

The Selling Holders will be subject to applicable provisions of the
Exchange Act and rules and regulations thereunder, which provisions may limit
the timing of purchases and sales of any of the Offered Securities by the
Selling Holders. The foregoing may affect the marketability of such
securities.

Pursuant to the Registration Rights Agreement, Suiza will pay all
expenses of the registration of the Offered Securities including, without
limitation, Commission filing fees and expenses of compliance with state
securities or "blue sky" laws; provided, however, that the Selling Holders will
pay all underwriting discounts, selling commissions and transfer taxes, if any,
in the event of an underwritten offering of the Offered Securities.

Suiza and the Trust have agreed, jointly and severally, to indemnify
the Selling Holders against certain civil liabilities, including certain
liabilities under the Securities Act, and to provide such Selling Holders with
the right to contribution in connection therewith. In addition, the Selling
Holders, severally, have agreed to indemnify Suiza and the Trust against
certain civil liabilities, including certain liabilities under the Securities
Act, and to provide each of them with the right to contribution in connection
therewith.

74
<PAGE> 77
EXPERTS

The consolidated financial statements of Suiza Foods Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997 incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and has been so incorporated
in reliance upon the reports of such firm upon their authority as experts in
accounting and auditing.

The consolidated financial statements of Continental Can Company, Inc.
as of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997 incorporated by reference in 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 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.

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the
Preferred Securities have been passed upon on behalf of the Issuer by Morris,
James, Hitchens & Williams, Wilmington, Delaware. The validity of the
Debentures, the Common Stock issuable upon conversion thereof and the Guarantee,
and certain legal matters relating thereto has been passed upon on behalf of
Suiza by Hughes & Luce, L.L.P. Certain matters of New York law relating to the
Debentures and the Guarantee have been passed upon on behalf of Suiza by Weil,
Gotshal & Manges LLP, special New York counsel to Suiza. A partner with Hughes &
Luce, L.L.P. beneficially owns 41,795 shares of Common Stock.

75
<PAGE> 78

================================================================================

No dealer, salesman or other person has been authorized to give any information
or to make any representations in connection with this Offering not contained
in this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized by Suiza Capital Trust II or
Suiza Foods Corporation. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, any of the securities offered hereby to
any person or by anyone in any jurisdiction in which it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any date
subsequent to the date hereof or that there has been no change in the affairs
of Suiza Capital Trust II or Suiza Foods Corporation since such date.

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . 5
Incorporation of Certain Documents by Reference . . . . 6
Forward Looking Information . . . . . . . . . . . . . . 7
Prospectus Summary . . . . . . . . . . . . . . . . . . 8
Risk Factors . . . . . . . . . . . . . . . . . . . . . 13
The Company . . . . . . . . . . . . . . . . . . . . . . 20
Suiza Capital Trust II . . . . . . . . . . . . . . . . 20
Accounting Treatment . . . . . . . . . . . . . . . . . 21
Use of Proceeds. . . . . . . . . . . . . . . . . . . . 21
Description of Preferred Securities . . . . . . . . . . 22
Description of the Guarantee . . . . . . . . . . . . . 44
Description of the Debentures . . . . . . . . . . . . . 48
Relationship Among the Preferred Securities,
the Debentures and the Guarantee . . . . . . . . . 59
Description of Suiza Capital Stock . . . . . . . . . . 61
Certain Federal Income Tax Consequences . . . . . . . . 67
ERISA Considerations . . . . . . . . . . . . . . . . . 71
Selling Holders . . . . . . . . . . . . . . . . . . . . 72
Plan of Distribution . . . . . . . . . . . . . . . . . 74
Experts . . . . . . . . . . . . . . . . . . . . . . . . 75
Legal Matters . . . . . . . . . . . . . . . . . . . . . 75
</TABLE>

================================================================================

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,
and convertible into Common Stock of,

SUIZA FOODS CORPORATION

--------------------------------

PROSPECTUS

--------------------------------

_________, 1998

================================================================================
<PAGE> 79
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.

<TABLE>
<S> <C>
Registration fee $ 177,000
Accounting fees and expenses 10,000
Legal fees and expenses 25,000
Blue Sky fees and expenses (including counsel fees) 5,000
Miscellaneous expenses 15,000
---------
Total: $ 232,000
=========
</TABLE>

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.

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:

II-1
<PAGE> 80
(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 end 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 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-2
<PAGE> 81

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
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on June 8, 1998.

SUIZA FOODS CORPORATION

By: /s/ Tracy L. Noll
-------------------------------
Tracy L. Noll
Executive Vice President,
Secretary and Chief Financial
Officer
(Principal Financial and
Accounting Officer)

POWER OF ATTORNEY

We, the undersigned officers and directors of Suiza Foods Corporation,
hereby severally constitute and appoint Gregg L. Engles and Tracy L. Noll, and
each of them, our true and law attorneys-in-fact and agents, with full power of
substitution and resubstitution, for each of us in our name, place and stead,
in any and all capacities, to sign Suiza Food Corporation's Registration
Statement on Form S-3, and any other Registration Statement relating to the
same offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grant to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as each of us
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gregg L. Engles Chairman of the Board, Chief June 10, 1998
- ------------------------------- Executive Officer and Director
Gregg L. Engles (Principal Executive Officer)

/s/ Alan J. Bernon Director June 10, 1998
- -------------------------------
Alan J. Bernon

/s/ Cletes O. Beshears Director June 10, 1998
- -------------------------------
Cletes O. Beshears

/s/ Stephen L. Green Director June 10, 1998
- -------------------------------
Stephen L. Green
</TABLE>

II-3
<PAGE> 82

<TABLE>
<S> <C> <C>
/s/ Joseph S. Hardin, Jr. Director June 10, 1998
- -------------------------------
Joseph S. Hardin, Jr.

/s/ Robert L. Kaminski Director June 10, 1998
- -------------------------------
Robert L. Kaminski

/s/ David F. Miller, Sr. Director June 10, 1998
- -------------------------------
David F. Miller, Sr.

/s/ John R. Muse Director June 10, 1998
- -------------------------------
John R. Muse

/s/ Hector M. Nevares Director June 10, 1998
- -------------------------------
Hector M. Nevares

/s/ Delton C. Parks Director June 10, 1998
- -------------------------------
Delton C. Parks

/s/ P. Eugene Pender Director June 10, 1998
- -------------------------------
P. Eugene Pender

/s/ Jim L. Turner Director June 10, 1998
- -------------------------------
Jim L. Turner
</TABLE>

II-4
<PAGE> 83

TRUST 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 Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on June 10, 1998.

SUIZA CAPITAL TRUST II

By: /s/ Tracy L. Noll
---------------------------------
Tracy L. Noll,
Regular Trustee

By: /s/ J. Michael Lewis
---------------------------------
J. Michael Lewis
Regular Trustee

By: /s/ Joseph B. Armes
---------------------------------
Joseph B. Armes
Regular Trustee

II-5
<PAGE> 84

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
3.1 Certificate of Incorporation of the Company dated September 19, 1994.

3.2 Certificate of Amendment of Certificate of Incorporation of the Company dated
March 27, 1995.

3.3 Certificate of Correction of Certificate of Amendment of Certificate of
Incorporation dated June 6, 1995.

3.4 Certificate of Amendment of Certificate of Incorporation of the Company dated
February 29, 1996.

3.5 Certificate of Amendment of Certificate of Incorporation dated May 15, 1997.

3.6 Certificate of Amendment of Certificate of Incorporation dated May 14, 1998.

4.1 Rights Agreement dated March 6, 1998 among Suiza Foods Corporation and Harris
Trust & Savings Bank, as rights agent (filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on March 10, 1998 and
incorporated herein by reference).

4.2 Certificate of Trust of Suiza Capital Trust II (filed as Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998 and incorporated herein by reference).

4.3 Amended and Restated Declaration of Trust of Suiza Capital Trust II, dated as
of March 24, 1998, among Suiza Foods Corporation, as Sponsor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee,
and Tracy L. Noll, J. Michael Lewis and Joseph B. Armes, as Regular Trustees
(filed as Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998 and incorporated herein by reference).

4.4 Indenture for the 5-1/2% Convertible Subordinated Debentures, dated as of
March 24, 1998, among Suiza Foods Corporation and Wilmington Trust Company, as
Indenture Trustee (filed as Exhibit 4.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by
reference).

4.5 Form of 5-1/2% Preferred Securities (filed as Exhibit 4.4 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and
incorporated herein by reference).

4.6 Form of 5-1/2% Convertible Subordinated Debentures (filed as Exhibit 4.5 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998 and incorporated herein by reference).
4.7 Preferred Securities Guarantee Agreement, dated as of March 24, 1998, between
Suiza Foods Corporation, As Guarantor, and Wilmington Trust
</TABLE>

II-6
<PAGE> 85

<TABLE>
<S> <C>
Company, as Guarantee Trustee (filed as Exhibit 4.6 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and
incorporated herein by reference).

5.1 Opinion of Hughes & Luce, L.L.P., special counsel to Suiza Foods Corporation,
as to the legality of the Debentures, the Common Stock and the Guarantee being
registered hereby.

5.2 Opinion of Morris, James, Hitchens & Williams, special counsel to Suiza
Capital Trust II, as to the legality of the Preferred Securities being
registered hereby.

5.3 Opinion of Weil, Gotshal & Manges, LLP., special New York counsel to
Suiza Foods Corporation, as to certain matters of New York law relating
to the Debentures and the Guarantee.

8.1 Opinion of Hughes & Luce, L.L.P., special United States tax counsel to Suiza
Foods Corporation and Suiza Capital Trust II, as to certain tax matters
(included in Exhibit 5.1).

10.1 Registration Rights Agreement, dated March 24, 1998, between Suiza Foods
Corporation, Suiza Capital Trust II, and Donaldson, Lufkin, Jenrette
Securities Corporation, Bear, Stearns & Co. Inc. and J.P. Morgan & Co. (filed
as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 and incorporated herein by reference).

12.1 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of
Suiza Foods Corporation.

23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1).

23.2 Consent of Morris, James, Hitchens & Williams (included in Exhibit 5.2).

23.3 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.3).

23.4 Consent of Deloitte & Touche LLP.

23.5 Consent of KPMG Peat Marwick LLP.

23.6 Consent of McGladrey & Pullen, LLP.

23.7 Consent of Coopers & Lybrand L.L.P.

24.1 Power of Attorney (included in Part II of this Registration Statement).

25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Wilmington Trust Company, as Indenture Trustee under the
Indenture.

25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Wilmington Trust Company, as Property Trustee under the Amended
and Restated Declaration of Trust.

25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of Wilmington Trust Company, as Guarantee Trustee under the
Guarantee.
</TABLE>

II-7

<PAGE> 1
EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

SUIZA FOODS CORPORATION

ARTICLE I

The name of the Corporation is Suiza Foods Corporation.

ARTICLE II

The name of the Corporation's registered agent and the address of its
registered office in the State of Delaware is The Prentice-Hall Corporation
System, Inc., 32 Loockerman Square, Suite L-100, Dover, County of Kent, Delaware
19904.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

ARTICLE IV

A. The total number of shares of capital stock that the Corporation
shall have the authority to issue is thirty-one million (31,000,000) shares
consisting of (a) one million (1,000,000) shares of Preferred Stock, $.01 par
value per share, and (b) thirty million (30,000,000) shares of Common Stock,
$.01 par value per share.

B. Designations of Preferred Stock

1. Shares of Preferred Stock may be issued from time to
time in one or more series, each such series to have
distinctive serial designations, as shall hereafter
be determined in the resolution or resolutions
providing for the issue of such series from time to
time adopted by the Board of Directors pursuant to
the authority which is hereby vested in the Board of
Directors.

2. Each series of Preferred Stock

(i) may have such number of shares;

(ii) may have such voting power, full or limited,
or may be without voting power;

1
<PAGE> 2

(iii) may be subject to redemption at such time or
times and at such prices;

(iv) may be entitled to receive dividends (which
may be cumulative or noncumulative), payable
in cash, securities or property, at such rate
or rates, on such conditions, and at such
times, and payable in preference to, or in
such relation to, the dividends payable in any
other class or classes or series of stock;

(v) may be made convertible into, or exchangeable
for, shares of any other class or classes or
of any other series of the same or any other
class or classes of stock of the Corporation
at such price or prices or at such rates of
exchange, and with such adjustments;

(vi) may be entitled to the benefit of a sinking
fund or purchase fund to be applied to the
purchase or redemption of shares of such
series in such amount or amounts;

(vii) may be entitled to the benefit of conditions
and restrictions upon the creation of
indebtedness of the Corporation or any
subsidiary, upon the issue of any additional
stock (including additional shares of such
series or of any other series) and upon
payment of dividends or the making of other
distributions on, and the purchase,
redemption, or other acquisition by the
Corporation or any subsidiary, of any
outstanding stock of the Corporation, or of
other affirmative or negative covenants;

(viii) may have certain rights in the event of
voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation,
and relative rights of priority of payment of
shares of that series; and

(ix) may have such other relative, participating,
optional or other special rights and
qualifications, limitations or restrictions
thereof;

all as shall be stated in a resolution or resolutions providing for the
issue of such Preferred Stock. Except where otherwise set forth in the
resolution or resolutions adopted by the Board of Directors providing
for the issue of any series of Preferred Stock, the number of shares
comprising such series may be increased or decreased (but not below the
number of shares then outstanding) from time to time by action of the
Board of Directors

ARTICLE V

In furtherance and not limitation of the powers conferred by the laws
of the State of Delaware, the Board of Directors is expressly authorized to
alter, amend, or repeal the bylaws of the Corporation or to adopt new bylaws.

2
<PAGE> 3

ARTICLE VI

The incorporator is Albert R. Fox, Jr., whose mailing address is 2800
Bank One Center, 1717 Main Street, Dallas, Texas 75201.

ARTICLE VII

No stockholder of the Corporation shall by reason of his holding shares
of any class of its capital stock have any preemptive or preferential right to
purchase or subscribe for any shares of any class of the Corporation, now or
hereafter to be authorized, or any notes, debentures, bonds, or other securities
convertible into or carrying warrants, rights, or options to purchase shares of
any class or any other security, now or hereafter to be authorized, whether or
not the issuance of any such shares or such notes, debentures, bonds, or other
securities would adversely affect the dividend, voting, or any other rights of
such stockholder; and the Board of Directors may issue shares of any class of
the Corporation, or any notes, debentures, bonds, or other securities
convertible into or carrying warrants, rights, or options to purchase shares of
any class, without offering any such shares of any class, either in whole or in
part, to the existing holders of any class of stock of the Corporation.

ARTICLE IX

A. The number of directors constituting the initial Board of Directors
is three and thereafter the number of directors shall be as set forth in, or
pursuant to the Bylaws of, the Corporation. The Board of Directors shall be
divided into three classes, designated Classes I, II and III, which shall be as
nearly equal in number as possible. Initially, directors of Class I shall be
elected to hold office for a term expiring at the next succeeding annual meeting
of stockholders, directors of Class II shall be elected to hold office for a
term expiring at the second succeeding annual meeting of stockholders and
directors of Class III shall be elected to hold office for a term expiring at
the third succeeding annual meeting of stockholders. At each annual meeting of
stockholders following such initial classification and election, the respective
successors of each class shall be elected for three year terms. The initial
directors, each of whose mailing is 3811 Turtle Creek Blvd., Suite 1950, Dallas,
Texas 75219, shall be as follows:

Class I
Gayle O. Beshears

Class II
Cletes O. Beshears

Class III
Gregg L. Engles

B. Subject to the rights, if any, of the holders of shares of Preferred
Stock then outstanding to elect or remove directors, any or all of the directors
of the Corporation may be

3
<PAGE> 4

removed at any time, but only for cause and only by the affirmative vote of a
majority of the stockholders then entitled to vote in the election of directors.
For this purpose, "cause" means (i) the director's commission of an act of fraud
or embezzlement against the Corporation; (ii) conviction of the director of a
felony or a crime involving moral turpitude; (iii) the director's gross
negligence or willful misconduct in performing the director's duties to the
Corporation or its stockholders; or (iv) a director's breach of fiduciary duty
owed to the Corporation.

ARTICLE X

Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the chief executive officer of the
Corporation or by a majority of the members of the Board of Directors. Special
meetings of the stockholders of the Corporation may not be called by any other
person or persons.

ARTICLE XI

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware Corporation Law is amended after the filing of
this Certificate of incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

ARTICLE XII

A. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted

4
<PAGE> 5

prior thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a director or officer and shall inure
to the benefit of the indemnitee's hears, executors, and administrators;
provided, however, that, except as provided in paragraph (b) hereof with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the Corporation. The right to
indemnification conferred in this Article XII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay an so advanced if it shall ultimately
be determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article or otherwise.

B. Right of Indemnitee to Bring Suit. If a claim under paragraph A of
this Article is not paid in fun by the Corporation within sixty days after a
written claim has been received by the Corporation (except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days), the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit. In any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law, and in any suit by
the Corporation to recover an advancement of expenses pursuant to the teens of
an undertaking, the Corporation shall be entitled to recover such expenses upon
a final adjudication that the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such suit that the indemnitee has not met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder or
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not

5
<PAGE> 6

entitled to be indemnified or to such advancement of expenses under this Article
or otherwise shall be on the Corporation.

C. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article XII shall not be exclusive of
any other right that any person may have or hereafter acquire under this
Certificate of Incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director or officer of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability, or loss under the
Delaware General Corporation Law.

E. Indemnity of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article XII with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

IN WITNESS WHEREOF, the undersigned incorporator of the Corporation
hereby certifies that the facts herein stated are true, and accordingly has
signed this instrument this 19th day of September, 1994.

INCORPORATOR:

/s/ Albert R. Fox Jr.
---------------------------------
Albert R. Fox Jr.

<PAGE> 1
EXHIBIT 3.2

SUIZA FOODS CORPORATION

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

Suiza Foods Corporation, a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation"),

DOES HEREBY CERTIFY:

FIRST: that at a meeting of the Board of Directors of Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendments to
be advisable, and directing that said amendments be submitted to the
stockholders of said corporation for their consideration. The resolutions
setting forth the proposed amendments are as follows:

RESOLVED, that the Board of Directors of the Company hereby adopts,
approves, and declares advisable a proposal to amend the Certificate of
Incorporation of the Company, which proposed amendment would strike in its
entirety Article IV of the Certificate of Incorporation of the Company and
insert in its place a new Article IV, which would be and read as follows:

"The total number of shares of capital stock that the Corporation
shall have the authority to issue is two hundred and ten thousand
shares consisting of (a) 10,000 shares of Preferred Stock, $.01
par value per share, and (b) 200,000 shares of Common Stock, $.01
par value per share."

SECOND: that thereafter, stockholders of said corporation holding the
necessary number of shares as required by statute duly adopted and approved
said amendment by written consent pursuant to Section 228 of the Delaware
General Corporation Law.

THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Board of Directors of the Corporation has
caused this Certificate of Amendment to be signed by Gregg L. Engles, its
Chairman of the Board and Chief Executive Officer, and Tracy Noll, its
Secretary, this 27th day of March, 1995.

SUIZA FOODS CORPORATION

By: /s/ Gregg L. Engles
-------------------------------
Gregg L. Engles
Chairman of the Board and
Chief Executive Officer

ATTEST:

By: /s/ Tracy Noll
---------------------------
Tracy Noll
Secretary

<PAGE> 1
EXHIBIT 3.3

SUIZA FOODS CORPORATION

CERTIFICATE OF CORRECTION OF
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

Suiza Foods Corporation, a corporation organized and existing under the Delaware
General Corporation Law (the "Corporation"),

DOES HEREBY CERTIFY THAT:

1. The Certificate of Amendment of Certificate of Incorporation (the
"Certificate of Amendment") of the Corporation, which was filed with the
Secretary of State of Delaware on March 28, 1995, is hereby corrected in order
to conform the resolution stated therein to that duly adopted by the
Corporation's Board of Director's.

2. The portion of the Certificate of Amendment to be corrected is as
follows:

"RESOLVED, that the Board of Directors of the Company
hereby adopts, approves, and declares advisable a proposal to
amend the Certificate of Incorporation of the Company, which
proposed amendment would strike in its entirety Article IV of
the Certificate of Incorporation of the Company and insert in
its place a new Article IV, which would be and read as
follows:"

4. The portion of the Certificate of Amendment instrument in corrected
form, which form accurately reflects the resolution duly adopted by the
Corporation's Board or Directors, is as follows:

"RESOLVED, that the Board of Directors of the Company
hereby adopts, approves, and declares advisable a proposal to
amend the Certificate of Incorporation of the Company, which
proposed amendment would strike in its entirety Paragraph A of
Article IV of the Certificate of Incorporation of the Company
and insert in its place a new Paragraph A of Article IV, which
would be and read as follows:"

Signed on June 6, 1995.

SUIZA FOODS CORPORATION

By: /s/ Gregg L. Engles
-----------------------------
Gregg L. Engles
Chairman of the Board and
Chief Executive Officer

<PAGE> 1
EXHIBIT 3.4

SUIZA FOODS CORPORATION

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION

Suiza Foods Corporation, a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation"),

DOES HEREBY CERTIFY:

FIRST: that the Board of Directors of the Corporation at a special
meeting of the Board of Directors called for such purpose, duly adopted
resolutions by unanimous vote setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable, and directing that said amendment be submitted to the stockholders of
said corporation for their consideration. The resolution setting forth the
proposed amendment is as follows:

RESOLVED, that the Board of Directors of the Corporation
hereby adopts, approves, and declares advisable a proposal to amend the
Certificate of Incorporation of the Corporation, which proposed
amendment would strike in its entirety paragraph (A) of Article IV of
the Certificate of Incorporation of the Corporation and insert in its
place a new paragraph (A) of Article IV, as follows:

"The total number of shares of capital stock that the Corporation shall
have the authority to issue is 21,000,000, consisting of (a) 1,000,000
shares of Preferred Stock, $.01 par value per share, and (b) 20,000,000
shares of Common Stock, $.01 par value per share."

SECOND: that thereafter, stockholders of said corporation, which hold
the necessary number of shares as required by statute, duly adopted and approved
said amendment by written consent pursuant to Section 228 of the Delaware
General Corporation Law.

THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

FOURTH: that written notice of the adoption of said amendment by less
than unanimous consent of the stockholders has been given in accordance with
Section 228 of the Delaware General Corporation Law.

<PAGE> 2

IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Certificate of Amendment to be signed by Gregg L. Engles, its Chairman and
Chief Executive Officer, as of February 29, 1996.

SUIZA FOODS CORPORATION

By: /s/ Gregg L. Engles
--------------------------------
Gregg L. Engles
Chairman and Chief Executive
Officer

<PAGE> 1
EXHIBIT 3.5

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
SUIZA FOODS CORPORATION

Suiza Foods Corporation, a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation"),

DOES HEREBY CERTIFY:

"The total number of shares of capital stock that the Corporation shall
have the authority to issue is 101,000,000, consisting of (a) 1,000,000
shares of Preferred Stock, $.01 par value per share, and (b)
100,000,000 shares of Common Stock, $.01 par value per share."

SECOND: that thereafter, stockholders of said corporation, which hold
the necessary number of shares as required by statute, duly adopted and approved
said amendment at the annual meeting of the stockholders of the Company pursuant
to Section 222 of the Delaware General Corporation Law.

THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Certificate of Amendment to be signed by Gregg L. Engles, its Chairman and
Chief Executive Officer, as of May 15, 1997.

SUIZA FOODS CORPORATION

By: /s/ Gregg L. Engles
----------------------------------
Gregg L. Engles
Chairman of the Board and
Chief Executive Officer

<PAGE> 1
EXHIBIT 3.6

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
SUIZA FOODS CORPORATION

Suiza Foods Corporation, a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation"),

DOES HEREBY CERTIFY:

"The total number of shares of capital stock that the Corporation shall
have the authority to issue is 501,000,000, consisting of (a) 1,000,000
shares of Preferred Stock, $.01 par value per share, and (b)
500,000,000 shares of Common Stock, $.01 par value per share."

THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Certificate of Amendment to be signed by Gregg L. Engles, its Chairman and
Chief Executive Officer, as of May 14, 1998.

SUIZA FOODS CORPORATION,
a Delaware corporation

By: /s/ Gregg L. Engles
-----------------------------------
Gregg L. Engles
Chairman of the Board and
Chief Executive Officer

<PAGE> 1
EXHIBIT 5.1

[Hughes & Luce Letterhead]
1717 Main Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500

June 8, 1998

Suiza Foods Corporation
3811 Turtle Creek Blvd., Suite 1300
Dallas, Texas 75219

Ladies and Gentlemen:

We have acted as special counsel to Suiza Foods Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 12,000,000 5 1/2% Trust Convertible
Preferred Securities (the "Preferred Securities") issued by Suiza Capital Trust
II, a statutory business trust created under the laws of the State of Delaware
(the "Trust"), $600,000,000 million aggregate principal amount of the Company's
5 1/2% Convertible Subordinated Debentures (the "Debentures"), shares of the
Company's common stock, $.01 par value per share ("Common Stock"), issuable upon
conversion thereof (the "Shares"), and the associated guarantee (the
"Guarantee") of the Company (the Preferred Securities, the Debentures, the
Shares and the Guarantee, collectively, the "Offered Securities"), all as
described in the Company's Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about June
8, 1998, with respect to the resale of the Offered Securities by the holders
thereof. Capitalized terms not otherwise defined in this opinion have the
meanings given to them in the Registration Statement.

In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.

Based on the foregoing, we are of the opinion that (i) the Debentures
have been duly and validly authorized and issued, (ii) the Shares have been
duly and validly authorized, and when issued upon the due conversion of the
Debentures against payment therefore, such Shares will be validly issued, fully
paid and nonassessable, and (iii) the Guarantee has been duly and validly
authorized. In addition, although the discussion set forth in the prospectus
that is a part of the Registration Statement under the heading "Certain Federal
Income Tax Consequences" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership and disposition of
the Preferred Securities, such

<PAGE> 2

HUGHES & LUCE, L.L.P.

- --------------------------------------------------------------------------------
June 8, 1998
Page 2

discussion and the discussion set forth under the caption "Risk Factors -
Options to Defer Interests Payments; Tax Consequences; Trading Price" to the
extent such information constitutes matters of law, summaries of legal matters
or legal conclusions, has been reviewed by us, and fairly present, in all
material respects, the principal United States federal income tax consequences
of an investment in the Preferred Securities.

This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the validity
of the Debentures, the Shares and the Guarantee under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we do not admit
that we are included in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Please be advised that a partner in Hughes & Luce, L.L.P. owns 41,795 shares of
the Common Stock.

Very truly yours,

/s/ Hughes & Luce, L.L.P.

<PAGE> 1
EXHIBIT 5.2

[Morris, James, Hitchens & Williams Letterhead]

June 9, 1998

Suiza Capital Trust II
3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219

Re: SUIZA Capital Trust II

Ladies and Gentlemen:

We have acted as special Delaware counsel for SUIZA Capital Trust II, a
Delaware business trust (the "Trust"), for purposes of giving the opinions set
forth herein. This opinion letter is being furnished to you at your request.

For purposes of giving the opinions set forth below, our examination of
documents has been limited to the examination of originals or copies furnished
to us of the following:

(a) The Declaration of Trust of the Trust, dated as of March 18, 1998,
between Suiza Foods Corporation, a Delaware corporation (the "Company"), and the
trustees of the Trust named therein;

(b) The Certificate of Trust of the Trust, as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on
March 18, 1998 (the "Certificate");

(c) The Amended and Restated Declaration of Trust of the Trust, dated
as of March 24, 1998 (including Exhibits B and C attached thereto) (the
"Declaration"), among the Company, as Depositor, the trustees of the Trust named
therein (the "Trustees") and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust;

(d) The Form S-3 Registration Statement (Registration No. 333_ ) (the
"Registration Statement"), including a prospectus, relating to, among other
things, the 5-1/2% Trust Convertible Preferred Securities (Liquidation
Preference $50 per Preferred Security) issued by the Trust on the Closing Date,
representing undivided preferred beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred Securities"), as
proposed to be filed by the Company and the Trust, as set forth therein, with
the Securities and Exchange Commission on or about the date hereof; and

<PAGE> 2
SUIZA Capital Trust II Morris, James, Hitchens & Williams
June 9, 1998
Page 2

(e) A Certificate of Good Standing for the Trust, dated June 5, 1998,
obtained from the Secretary of State.

Unless otherwise defined herein, all capitalized terms used in this
opinion letter shall have the respective meanings provided in the Declaration,
except that reference herein to any document shall mean such document as in
effect on the date hereof.

For the purposes of this opinion letter, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
bears upon or is inconsistent with or contrary to the opinions state herein. We
have conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of which
we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, (iii) the genuineness of all signatures, and (iv) such documents
submitted to us in final or execution form have not been and will not be altered
or amended in any respect material to our opinions as expressed in this letter
and conform in all material respects to the final, executed originals of such
documents.

For purposes of this opinion letter, we have assumed (i) that the
Declaration constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation, and termination of the Trust, and that the Declaration and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation, due formation or
due organization, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
governing its creation, formation or organization, (iii) the legal capacity of
each natural person who is a party to the documents examined by us, (iv) that
each of the parties to the documents examined by us had and has, at all times
relevant thereto, all requisite power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) that each of the parties
to the documents examined by us has duly authorized, executed and delivered such
documents, (vi) the receipt by each Person to whom a Preferred Security was
issued on the Closing Date by the Trust (the "Holders") of an appropriate
certificate for such Preferred Security and the payment for each Preferred
Security acquired by it, all in accordance with the Declaration, and (vii) that
the Preferred Securities have been duly authenticated by the Property Trustee,
and have been issued and sold to the Holders in accordance with the Declaration.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

<PAGE> 3
SUIZA Captial Trust II Morris, James, Hitchens & Williams
June 9, 1998
Page 3

The opinions in this letter are limited to the laws of the State of
Delaware (excluding the securities laws of the State of Delaware), and we have
not considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto.

Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:

1. The Trust has been duly formed and is validly existing in good
standing as a business trust under the Act.

2. The Preferred Securities represent validly issued and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Holders of the Preferred Securities, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Holders of the
Preferred Securities may be obligated to make payments and provide indemnity and
security as set forth in the Declaration.

We consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving the
foregoing consent, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as state above, without our prior written consent,
this opinion letter may not be furnished or quoted to, or relied upon by, any
other Person for any purpose.

Very truly yours,

/s/ Morris, James, Hitchens & Williams

<PAGE> 1
EXHIBIT 5.3

June 8, 1998

Suiza Foods Corporation
3811 Turtle Creek Boulevard
Suite 1300
Dallas, Texas 75219

Ladies and Gentlemen:

We have acted as New York counsel to Suiza Foods Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company of a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to 12,000,000 shares of
5 1/2% Trust Convertible Preferred Securities (the "Preferred Securities") of
Suiza Capital Trust II, a Delaware business trust, $600,000,000 aggregate
principal amount of 5 1/2% Convertible Subordinated Debentures due 2028 (the
"Debentures") of the Company, 7,668,000 shares of Common Stock, par value $.01
per share of the Company, and Preferred Securities Guarantees of the Company
(the "Guarantees") with respect to the Preferred Securities. The Debentures are
issued under the Indenture, dated as of March 24, 1998, by and between the
Company and Wilmington Trust Company, as trustee (as amended or supplemented to
the date hereof, the "Indenture"). The Guarantees are issued under the Guarantee
Agreement, dated as of March 24, 1998, by and between the Company and Wilmington
Trust Company, as trustee. Capitalized terms defined in the Registration
Statement and not otherwise defined herein are used herein as so defined.

In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the
Debenture set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the

<PAGE> 2
June 8, 1998
Page 2

conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Debentures and the Guarantees have been
duly authorized by the Company for issuance and are the legal, valid and binding
obligations of the Company, enforceable against it in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).

The opinion expressed herein is limited to the laws of the State of New
York and the corporate laws of the State of Delaware, and we express no opinion
as to the effect on the matters covered by this letter of the laws of any other
jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.

Very truly yours,

/s/ Weil, Gotshal & Manges, LLP

<PAGE> 1
EXHIBIT 12.1

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Earnings
Pretax income from continuing operations $ 7,582 $24,567 $ 22,691 $ 49,802 $ 82,705
Fixed charges 10,384 20,149 23,447 20,785 43,444
Less included preferred stock dividend requirements -- -- (539) (329) (628)
------- ------- -------- -------- ---------
Total Earnings $17,966 $44,716 $ 45,599 $ 70,258 $ 125,521
======= ======= ======== ======== =========

Fixed Charges and preferred stock dividends
Interest expense $ 6,266 $16,855 $ 18,942 $ 15,707 $ 36,664
Financing charges -- -- -- -- --
Interest factor of rent expense 4,118 3,294 3,966 4,749 6,152
Preferred stock dividend requirement -- -- 539 329 628
------- ------- -------- -------- ---------
Total Fixed Charges $10,384 $20,149 $ 23,447 $ 20,785 $ 43,444
======= ======= ======== ======== =========

Ratio 1.73 2.22 1.94 3.38 2.89

<CAPTION>
Pro Forma (1)
Quarter Ended Year Ended Quarter Ended
March 31, 1998 December 31, 1997 March 31, 1998
<S> <C> <C> <C>
Earnings
Pretax income from continuing operations $ 27,640 $ 129,628 $ 30,931
Fixed charges 15,055 92,214 22,518
Less included preferred stock dividend requirements (115) (584) (115)
-------- --------- --------
Total Earnings $ 42,580 $ 221,258 $ 53,334
======== ========= ========

Fixed Charges and preferred stock dividends
Interest expense $ 13,402 $ 37,508 $ 9,105
Financing charges -- 39,983 9,763
Interest factor of rent expense 1,538 14,139 3,535
Preferred stock dividend requirement 115 584 115
-------- --------- --------
Total Fixed Charges $ 15,055 $ 92,214 $ 22,518
======== ========= ========

Ratio 2.83 2.40 2.37
</TABLE>

(1) - Pro forma computations give effect to the acquisitions of Garelick Farms,
Franklin Plastics and Dairy Fresh in 1997 and the acquisitions of Continental
Can and Land-O-Sun in 1998 as if these acquisitions had occurred at the
beginning of 1997.

<PAGE> 1

EXHIBIT 23.4

CONSENT OF DELOITTE & TOUCHE LLP

We consent to the incorporation by reference in this Registration
Statement of Suiza Foods Corporation on Form S-3 of our report dated March 27,
1998, appearing in the Annual Report on Form 10-K of Suiza Foods Corporation for
the year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
June 9, 1998

<PAGE> 1

EXHIBIT 23.5

CONSENT OF KPMG PEAT MARWICK LLP

We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Suiza Foods Corporation of our report on the consolidated financial
statements of Continental Can Company, Inc., dated March 5, 1998, appearing in
the Annual Report on Form 10-K of Continental Can Company, Inc. for the year
ended December 31, 1997; and to the reference to our firm under the heading
"Experts" in this Registration Statement.

/s/ KPMG PEAT MARWICK LLP

Jerico, New York
June 9, 1998

<PAGE> 1

EXHIBIT 23.6

CONSENT OF MCGLADREY & PULLEN, LLP

We hereby consent to the incorporation by reference in this
Registration Statement of Suiza Foods Corporation on Form S-3 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
June 8, 1998

<PAGE> 1

EXHIBIT 23.7

CONSENT OF COOPERS & LYBRAND LLP

We hereby consent to the incorporation by reference in this
Registration Statement of Suiza Foods Corporation on Form S-3 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
June 9, 1998

<PAGE> 1
EXHIBIT 25.1

Registration No.

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) X

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

SUIZA FOODS CORPORATION

(Exact name of obligor as specified in its charter)

Delaware 75-2559681
(State of incorporation) (I.R.S. employer identification no.)

3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)

Suiza Foods Corporation Guarantee with respect to
5.5% Trust Convertible Preferred Securities

(Title of the indenture securities)

================================================================================

<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust
powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the obligor
is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

A. Copy of the Charter of Wilmington Trust Company, which
includes the certificate of authority of Wilmington Trust
Company to commence business and the authorization of
Wilmington Trust Company to exercise corporate trust powers.

B. Copy of By-Laws of Wilmington Trust Company.

C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.

D. Copy of most recent Report of Condition of Wilmington
Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
Wilmington and State of Delaware on the 27th day of May, 1998.

WILMINGTON TRUST COMPANY

[SEAL]

Attest:/s/ W. Chris Sponenberg By:/s/ Emmett R. Harmon
-------------------------- ----------------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President

<PAGE> 3

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987

<PAGE> 4

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

SECOND: - The location of its principal office in the State of
Delaware is at Rodney Square North, in the City of Wilmington,
County of New Castle; the name of its resident agent is WILMINGTON
TRUST COMPANY whose address is Rodney Square North, in said City. In
addition to such principal office, the said corporation maintains
and operates branch offices in the City of Newark, New Castle
County, Delaware, the Town of Newport, New Castle County, Delaware,
at Claymont, New Castle County, Delaware, at Greenville, New Castle
County Delaware, and at Milford Cross Roads, New Castle County,
Delaware, and shall be empowered to open, maintain and operate
branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
2120 Market Street, and 3605 Market Street, all in the City of
Wilmington, New Castle County, Delaware, and such other branch
offices or places of business as may be authorized from time to time
by the agency or agencies of the government of the State of Delaware
empowered to confer such authority.

THIRD: - (a) The nature of the business and the objects and purposes
proposed to be transacted, promoted or carried on by this
Corporation are to do any or all of the things herein mentioned as
fully and to the same extent as natural persons might or could do
and in any part of the world, viz.:

<PAGE> 5

Corporation shall require, to make by-laws not inconsistent
with the Constitution or laws of the United States or of
this State, to discount bills, notes or other evidences of
debt, to receive deposits of money, or securities for money,
to buy gold and silver bullion and foreign coins, to buy and
sell bills of exchange, and generally to use, exercise and
enjoy all the powers, rights, privileges and franchises
incident to a corporation which are proper or necessary for
the transaction of the business of the Corporation hereby
created.

(2) To insure titles to real and personal property, or any
estate or interests therein, and to guarantee the holder of
such property, real or personal, against any claim or
claims, adverse to his interest therein, and to prepare and
give certificates of title for any lands or premises in the
State of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the
receipt, collection, custody, investment and management of
funds, and the purchase, sale, management and disposal of
property of all descriptions, and to prepare and execute all
papers which may be necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers of
every description, and to carry on the business of
conveyancing in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry,
plate, deeds, bonds and any and all other personal property
of every sort and kind, from executors, administrators,
guardians, public officers, courts, receivers, assignees,
trustees, and from all fiduciaries, and from all other
persons and individuals, and from all corporations whether
state, municipal, corporate or private, and to rent boxes,
safes, vaults and other receptacles for such property.

(6) To act as agent or otherwise for the purpose of
registering, issuing, certificating, countersigning,
transferring or underwriting the stock, bonds or other
obligations of any corporation, association, state or
municipality, and may receive and manage any sinking fund
therefor on such terms as may be agreed upon between the two
parties, and in like manner may act as Treasurer of any
corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage,
bond or other instrument issued by any state, municipality,
body politic, corporation, association or person, either
alone or in conjunction with any other person or persons,
corporation or corporations.

<PAGE> 6

(8) To guarantee the validity, performance or effect of any
contract or agreement, and the fidelity of persons holding
places of responsibility or trust; to become surety for any
person, or persons, for the faithful performance of any
trust, office, duty, contract or agreement, either by itself
or in conjunction with any other person, or persons,
corporation, or corporations, or in like manner become
surety upon any bond, recognizance, obligation, judgment,
suit, order, or decree to be entered in any court of record
within the State of Delaware or elsewhere, or which may now
or hereafter be required by any law, judge, officer or court
in the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as
trustee, trustee in bankruptcy, receiver, assignee, assignee
in bankruptcy, executor, administrator, guardian, bailee, or
in any other trust capacity in the receiving, holding,
managing, and disposing of any and all estates and property,
real, personal or mixed, and to be appointed as such
trustee, trustee in bankruptcy, receiver, assignee, assignee
in bankruptcy, executor, administrator, guardian or bailee
by any persons, corporations, court, officer, or authority,
in the State of Delaware or elsewhere; and whenever this
Corporation is so appointed by any person, corporation,
court, officer or authority such trustee, trustee in
bankruptcy, receiver, assignee, assignee in bankruptcy,
executor, administrator, guardian, bailee, or in any other
trust capacity, it shall not be required to give bond with
surety, but its capital stock shall be taken and held as
security for the performance of the duties devolving upon it
by such appointment.

(10) And for its care, management and trouble, and the
exercise of any of its powers hereby given, or for the
performance of any of the duties which it may undertake or
be called upon to perform, or for the assumption of any
responsibility the said Corporation may be entitled to
receive a proper compensation.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or municipal corporation within and without
the State of Delaware, or of the Government of the United
States, or of any state, territory, colony, or possession
thereof, or of any foreign government or country; to
receive, collect, receipt for, and dispose of interest,
dividends and income upon and from any of the bonds,
mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of
indebtedness and other property held and owned by it, and to
exercise in respect of all such bonds, mortgages,
debentures, notes, shares of capital stock, securities,
obligations, contracts, evidences of indebtedness and other
property, any and all the rights, powers and privileges of
individual

<PAGE> 7

owners thereof, including the right to vote thereon; to
invest and deal in and with any of the moneys of the
Corporation upon such securities and in such manner as it
may think fit and proper, and from time to time to vary or
realize such investments; to issue bonds and secure the same
by pledges or deeds of trust or mortgages of or upon the
whole or any part of the property held or owned by the
Corporation, and to sell and pledge such bonds, as and when
the Board of Directors shall determine, and in the promotion
of its said corporate business of investment and to the
extent authorized by law, to lease, purchase, hold, sell,
assign, transfer, pledge, mortgage and convey real and
personal property of any name and nature and any estate or
interest therein.

(b) In furtherance of, and not in limitation, of the powers
conferred by the laws of the State of Delaware, it is hereby
expressly provided that the said Corporation shall also have the
following powers:

(1) To do any or all of the things herein set forth, to the
same extent as natural persons might or could do, and in any
part of the world.

(2) To acquire the good will, rights, property and
franchises and to undertake the whole or any part of the
assets and liabilities of any person, firm, association or
corporation, and to pay for the same in cash, stock of this
Corporation, bonds or otherwise; to hold or in any manner to
dispose of the whole or any part of the property so
purchased; to conduct in any lawful manner the whole or any
part of any business so acquired, and to exercise all the
powers necessary or convenient in and about the conduct and
management of such business.

(3) To take, hold, own, deal in, mortgage or otherwise lien,
and to lease, sell, exchange, transfer, or in any manner
whatever dispose of property, real, personal or mixed,
wherever situated.

(4) To enter into, make, perform and carry out contracts of
every kind with any person, firm, association or
corporation, and, without limit as to amount, to draw, make,
accept, endorse, discount, execute and issue promissory
notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable
instruments.

(5) To have one or more offices, to carry on all or any of
its operations and businesses, without restriction to the
same extent as natural persons might or could do, to
purchase or otherwise acquire, to hold, own, to mortgage,
sell, convey or otherwise dispose of, real and personal
property, of every class and description, in any State,
District, Territory or Colony of the United States, and in
any foreign country or place.

<PAGE> 8

(6) It is the intention that the objects, purposes and
powers specified and clauses contained in this paragraph
shall (except where otherwise expressed in said paragraph)
be nowise limited or restricted by reference to or inference
from the terms of any other clause of this or any other
paragraph in this charter, but that the objects, purposes
and powers specified in each of the clauses of this
paragraph shall be regarded as independent objects, purposes
and powers.

FOURTH: - (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-one
million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par
value $10.00 per share (hereinafter referred to as
"Preferred Stock"); and

(2) Forty million (40,000,000) shares of Common Stock, par
value $1.00 per share (hereinafter referred to as "Common
Stock").

(b) Shares of Preferred Stock may be issued from time to time in one
or more series as may from time to time be determined by the Board
of Directors each of said series to be distinctly designated. All
shares of any one series of Preferred Stock shall be alike in every
particular, except that there may be different dates from which
dividends, if any, thereon shall be cumulative, if made cumulative.
The voting powers and the preferences and relative, participating,
optional and other special rights of each such series, and the
qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time
outstanding; and, subject to the provisions of subparagraph 1 of
Paragraph (c) of this Article FOURTH, the Board of Directors of the
Corporation is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any
shares of a particular series of Preferred Stock, the voting powers
and the designations, preferences and relative, optional and other
special rights, and the qualifications, limitations and restrictions
of such series, including, but without limiting the generality of
the foregoing, the following:

(1) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute such series, which
number may be increased (except where otherwise provided by
the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time
by like action of the Board of Directors;

(2) The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred Stock
of such series shall be paid, the extent of the preference
or relation, if any, of such dividends to the dividends
payable on any other class or classes, or series of the same
or other class of

<PAGE> 9

stock and whether such dividends shall be cumulative or
non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of
such series to convert the same into or exchange the same
for, shares of any other class or classes or of any series
of the same or any other class or classes of stock of the
Corporation and the terms and conditions of such conversion
or exchange;

(4) Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices
and the time or times at which, and the terms and conditions
on which, Preferred Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock of
such series upon the voluntary or involuntary liquidation,
merger, consolidation, distribution or sale of assets,
dissolution or winding-up, of the Corporation.

(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and

(7) The voting powers, if any, of the holders of such series
of Preferred Stock which may, without limiting the
generality of the foregoing include the right, voting as a
series or by itself or together with other series of
Preferred Stock or all series of Preferred Stock as a class,
to elect one or more directors of the Corporation if there
shall have been a default in the payment of dividends on any
one or more series of Preferred Stock or under such
circumstances and on such conditions as the Board of
Directors may determine.

(c) (1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the
provisions of section (b) of this Article FOURTH), if any, shall
have been met and after the Corporation shall have complied with all
the requirements, if any, with respect to the setting aside of sums
as sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of section (b) of this Article
FOURTH), and subject further to any conditions which may be fixed in
accordance with the provisions of section (b) of this Article
FOURTH, then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time to
time by the Board of Directors.

(2) After distribution in full of the preferential amount,
if any, (fixed in accordance with the provisions of section
(b) of this Article FOURTH), to be distributed to the
holders of Preferred Stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets,
dissolution or winding-up, of the Corporation, the holders
of the Common Stock shall be entitled to

<PAGE> 10

receive all of the remaining assets of the Corporation,
tangible and intangible, of whatever kind available for
distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.

(3) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be
adopted by the Board of Directors pursuant to section (b) of
this Article FOURTH, each holder of Common Stock shall have
one vote in respect of each share of Common Stock held on
all matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of stock
or of options, warrants or other rights to purchase shares of any
class or series of stock or of other securities of the Corporation
shall have any preemptive right to purchase or subscribe for any
unissued stock of any class or series or any additional shares of
any class or series to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or series,
or bonds, certificates of indebtedness, debentures or other
securities convertible into or exchangeable for stock of the
Corporation of any class or series, or carrying any right to
purchase stock of any class or series, but any such unissued stock,
additional authorized issue of shares of any class or series of
stock or securities convertible into or exchangeable for stock, or
carrying any right to purchase stock, may be issued and disposed of
pursuant to resolution of the Board of Directors to such persons,
firms, corporations or associations, whether such holders or others,
and upon such terms as may be deemed advisable by the Board of
Directors in the exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series of
Preferred Stock in relation to the relative powers, preferences and
rights of each other series of Preferred Stock shall, in each case,
be as fixed from time to time by the Board of Directors in the
resolution or resolutions adopted pursuant to authority granted in
section (b) of this Article FOURTH and the consent, by class or
series vote or otherwise, of the holders of such of the series of
Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any other
series of Preferred Stock whether or not the powers, preferences and
rights of such other series shall be fixed by the Board of Directors
as senior to, or on a parity with, the powers, preferences and
rights of such outstanding series, or any of them; provided,
however, that the Board of Directors may provide in the resolution
or resolutions as to any series of Preferred Stock adopted pursuant
to section (b) of this Article FOURTH that the consent of the
holders of a majority (or such greater proportion as shall be
therein fixed) of the outstanding shares of such series voting
thereon shall be required for the issuance of any or all other
series of Preferred Stock.

<PAGE> 11

(f) Subject to the provisions of section (e), shares of any series
of Preferred Stock may be issued from time to time as the Board of
Directors of the Corporation shall determine and on such terms and
for such consideration as shall be fixed by the Board of Directors.

(g) Shares of Common Stock may be issued from time to time as the
Board of Directors of the Corporation shall determine and on such
terms and for such consideration as shall be fixed by the Board of
Directors.

(h) The authorized amount of shares of Common Stock and of Preferred
Stock may, without a class or series vote, be increased or decreased
from time to time by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote thereon.

FIFTH: - (a) The business and affairs of the Corporation shall be
conducted and managed by a Board of Directors. The number of
directors constituting the entire Board shall be not less than five
nor more than twenty-five as fixed from time to time by vote of a
majority of the whole Board, provided, however, that the number of
directors shall not be reduced so as to shorten the term of any
director at the time in office, and provided further, that the
number of directors constituting the whole Board shall be
twenty-four until otherwise fixed by a majority of the whole Board.

(b) The Board of Directors shall be divided into three classes, as
nearly equal in number as the then total number of directors
constituting the whole Board permits, with the term of office of one
class expiring each year. At the annual meeting of stockholders in
1982, directors of the first class shall be elected to hold office
for a term expiring at the next succeeding annual meeting, directors
of the second class shall be elected to hold office for a term
expiring at the second succeeding annual meeting and directors of
the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting. Any vacancies in the Board
of Directors for any reason, and any newly created directorships
resulting from any increase in the directors, may be filled by the
Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any directors so chosen
shall hold office until the next annual election of directors. At
such election, the stockholders shall elect a successor to such
director to hold office until the next election of the class for
which such director shall have been chosen and until his successor
shall be elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act of
Incorporation or the By-Laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, this
Charter or Act of Incorporation or the ByLaws of the Corporation),
any director or the entire Board of Directors of the

<PAGE> 12

Corporation may be removed at any time without cause, but only by
the affirmative vote of the holders of two-thirds or more of the
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called
for that purpose.

(d) Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the
election of directors. Such nominations shall be made by notice in
writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation not less than
14 days nor more than 50 days prior to any meeting of the
stockholders called for the election of directors; provided,
however, that if less than 21 days' notice of the meeting is given
to stockholders, such written notice shall be delivered or mailed,
as prescribed, to the Secretary of the Corporation not later than
the close of the seventh day following the day on which notice of
the meeting was mailed to stockholders. Notice of nominations which
are proposed by the Board of Directors shall be given by the
Chairman on behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the name,
age, business address and, if known, residence address of each
nominee proposed in such notice, (ii) the principal occupation or
employment of such nominee and (iii) the number of shares of stock
of the Corporation which are beneficially owned by each such
nominee.

(f) The Chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may be
taken without a meeting, and the power of stockholders to consent in
writing, without a meeting, to the taking of any action is
specifically denied.

SIXTH: - The Directors shall choose such officers, agent and
servants as may be provided in the By-Laws as they may from time to
time find necessary or proper.

SEVENTH: - The Corporation hereby created is hereby given the same
powers, rights and privileges as may be conferred upon corporations
organized under the Act entitled "An Act Providing a General
Corporation Law", approved March 10, 1899, as from time to time
amended.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

<PAGE> 13

NINTH: - This Corporation is to have perpetual existence.

TENTH: - The Board of Directors, by resolution passed by a majority
of the whole Board, may designate any of their number to constitute
an Executive Committee, which Committee, to the extent provided in
said resolution, or in the By-Laws of the Company, shall have and
may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and shall
have power to authorize the seal of the Corporation to be affixed to
all papers which may require it.

ELEVENTH: - The private property of the stockholders shall not be
liable for the payment of corporate debts to any extent whatever.

TWELFTH: - The Corporation may transact business in any part of the
world.

THIRTEENTH: - The Board of Directors of the Corporation is expressly
authorized to make, alter or repeal the By-Laws of the Corporation
by a vote of the majority of the entire Board. The stockholders may
make, alter or repeal any By-Law whether or not adopted by them,
provided however, that any such additional By-Laws, alterations or
repeal may be adopted only by the affirmative vote of the holders of
two-thirds or more of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class).

FOURTEENTH: - Meetings of the Directors may be held outside
of the State of Delaware at such places as may be from time to time
designated by the Board, and the Directors may keep the books of the
Company outside of the State of Delaware at such places as may be
from time to time designated by them.

FIFTEENTH: - (a) In addition to any affirmative vote required by
law, and except as otherwise expressly provided in sections (b) and
(c) of this Article FIFTEENTH:

(A) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with or into (i) any
Interested Stockholder (as hereinafter defined) or (ii) any
other corporation (whether or not itself an Interested
Stockholder), which, after such merger or consolidation,
would be an Affiliate (as hereinafter defined) of an
Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of related
transactions) to or with any Interested Stockholder or any
Affiliate of any Interested Stockholder of any assets of the
Corporation or any Subsidiary having an aggregate fair
market value of $1,000,000 or more, or

<PAGE> 14

(C) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities
or other property (or a combination thereof) having an
aggregate fair market value of $1,000,000 or more, or

(D) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation, or

(E) any reclassification of securities (including any
reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested
Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

(2) The term "business combination" as used in this
Article FIFTEENTH shall mean any transaction which is
referred to any one or more of clauses (A) through (E) of
paragraph 1 of the section (a).

(b) The provisions of section (a) of this Article FIFTEENTH
shall not be applicable to any particular business
combination and such business combination shall require only
such affirmative vote as is required by law and any other
provisions of the Charter or Act of Incorporation of By-Laws
if such business combination has been approved by a majority
of the whole Board.

(1) A "person" shall mean any individual firm, corporation or other
entity.

(2) "Interested Stockholder" shall mean, in respect of any business
combination, any person (other than the Corporation or any
Subsidiary) who or which as of the record date for the determination
of stockholders entitled to notice of and to vote on

<PAGE> 15

such business combination, or immediately prior to the consummation
of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more
than 10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 10% of the then
outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any
share of capital stock of the Corporation which were at any
time within two years prior thereto beneficially owned by
any Interested Stockholder, and such assignment or
succession shall have occurred in the course of a
transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.

(3) A person shall be the "beneficial owner" of any Voting Shares:

(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly
or indirectly, or

(B) which such person or any of its Affiliates or Associates
has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote
pursuant to any agreement, arrangement or understanding, or

(C) which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock
of the Corporation.

(4) The outstanding Voting Shares shall include shares deemed owned
through application of paragraph (3) above but shall not include any
other Voting Shares which may be issuable pursuant to any agreement,
or upon exercise of conversion rights, warrants or options or
otherwise.

(5) "Affiliate" and "Associate" shall have the respective meanings
given those terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on December
31, 1981.

<PAGE> 16

(6) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security (as defined in Rule 3a11-1 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as in effect in December 31, 1981) is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Investment Stockholder set forth in
paragraph (2) of this section (c), the term "Subsidiary" shall mean
only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.

(d) majority of the directors shall have the power and duty
to determine for the purposes of this Article FIFTEENTH on
the basis of information known to them, (1) the number of
Voting Shares beneficially owned by any person (2) whether a
person is an Affiliate or Associate of another, (3) whether
a person has an agreement, arrangement or understanding with
another as to the matters referred to in paragraph (3) of
section (c), or (4) whether the assets subject to any
business combination or the consideration received for the
issuance or transfer of securities by the Corporation, or
any Subsidiary has an aggregate fair market value of
$1,000,000 or more.

(e) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

SIXTEENTH: Notwithstanding any other provision of this Charter or
Act of Incorporation or the By-Laws of the Corporation (and in
addition to any other vote that may be required by law, this Charter
or Act of Incorporation by the By-Laws), the affirmative vote of the
holders of at least two-thirds of the outstanding shares of the
capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class)
shall be required to amend, alter or repeal any provision of
Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of this Charter
or Act of Incorporation.

SEVENTEENTH: (a) a Director of this Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a Director, except to the extent such
exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Laws as the same exists or
may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph
shall not adversely affect any right or protection of a
Director of the Corporation existing hereunder with respect
to any act or omission occurring prior to the time of such
repeal or modification."

<PAGE> 17

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

<PAGE> 18

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each shares of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

Section 2. No person who has attained the age of seventy-two (72)
years shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971.

Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its

<PAGE> 19

members, or at the call of the Chairman of the Board of Directors or the
President.

Section 6. Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

Section 7. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

Section 9. In the event of the death, resignation, removal,
inability to act, or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

Section 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

Section 1. Executive Committee

(A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

<PAGE> 20

(B) The Executive Committee shall have all the powers of
the Board of Directors when it is not in session to transact all business for
and in behalf of the Company that may be brought before it.

(C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

(D) Minutes of each meeting of the Executive Committee
shall be kept and submitted to the Board of Directors at its next meeting.

(E) The Executive Committee shall advise and superintend
all investments that may be made of the funds of the Company, and shall direct
the disposal of the same, in accordance with such rules and regulations as the
Board of Directors from time to time make.

(F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the Board of Directors
presently existing or hereafter passed from time to time for that purpose, and
any provisions of these By-Laws (other than this Section) and any resolutions
which are contrary to the provisions of this Section or to the provisions of any
such implementary Resolutions shall be suspended during such a disaster period
until it shall be determined by any interim Executive Committee acting under
this section that it shall be to the advantage of the Company to resume the
conduct and management of its affairs and business under all of the other
provisions of these By-Laws.

<PAGE> 21

Section 2. Trust Committee

(A) The Trust Committee shall be composed of not more than
thirteen members who shall be selected by the Board of Directors, a majority of
whom shall be members of the Board of Directors and who shall hold office during
the pleasure of the Board.

(B) The Trust Committee shall have general supervision
over the Trust Department and the investment of trust funds, in all matters,
however, being subject to the approval of the Board of Directors.

(C) The Trust Committee shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members or at the call of its chairman. A majority of its
members shall be necessary to constitute a quorum for the transaction of
business.

(D) Minutes of each meeting of the Trust Committee shall
be kept and promptly submitted to the Board of Directors.

(E) The Trust Committee shall have the power to appoint
Committees and/or designate officers or employees of the Company to whom
supervision over the investment of trust funds may be delegated when the Trust
Committee is not in session.

Section 3. Audit Committee

(A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

(B) The Audit Committee shall have general supervision
over the Audit Division in all matters however subject to the approval of the
Board of Directors; it shall consider all matters brought to its attention by
the officer in charge of the Audit Division, review all reports of examination
of the Company made by any governmental agency or such independent auditor
employed for that purpose, and make such recommendations to the Board of
Directors with respect thereto or with respect to any other matters pertaining
to auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and wherever
the majority of its members shall deem it to be proper for the transaction of
its business, and a majority of its Committee shall constitute a quorum.

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of not
more than

<PAGE> 22

five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

(B) The Compensation Committee shall in general advise
upon all matters of policy concerning the Company brought to its attention by
the management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

(C) Meetings of the Compensation Committee may be called
at any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the pleasure
of the Board.

(B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

Section 6. Absence or Disqualification of Any Member of a Committee

(A) In the absence or disqualification of any member of
any Committee created under Article III of the By-Laws of this Company, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absence or disqualified member.

ARTICLE IV
OFFICERS

Section 1. The Chairman of the Board of Directors shall preside at
all meetings of the Board and shall have such further authority and powers and
shall perform such duties as the Board of Directors may from time to time confer
and direct. He shall also exercise such powers and perform such duties as may
from time to time be agreed upon between himself and the President of the
Company.

<PAGE> 23

Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors in the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

Section 4. The Chairman of the Board of Directors or the President
as designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

<PAGE> 24

There may be one or more subordinate accounting or controller
officers however denominated, who may perform the duties of the Controller and
such duties as may be prescribed by the Controller.

Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

There shall be an Auditor and there may be one or more Audit
Officers, however denominated, who may perform all the duties of the Auditor and
such duties as may be prescribed by the officer in charge of the Audit Division.

Section 10. There may be one or more officers, subordinate in rank
to all Vice Presidents with such functional titles as shall be determined from
time to time by the Board of Directors, who shall ex officio hold the office
Assistant Secretary of this Company and who may perform such duties as may be
prescribed by the officer in charge of the department or division to whom they
are assigned.

Section 11. The powers and duties of all other officers of the
Company shall be those usually pertaining to their respective offices, subject
to the direction of the Board of Directors, the Executive Committee, Chairman of
the Board of Directors or the President and the officer in charge of the
department or division to which they are assigned.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

Section 2. Certificate of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

Section 3. The Board of Directors of the Company is authorized to
fix in advance a record date for the determination of the stockholders entitled
to notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of

<PAGE> 25

any dividend, or to any allotment or rights, or to exercise any rights in
respect of any change, conversion or exchange of capital stock, or in connection
with obtaining the consent of stockholders for any purpose, which record date
shall not be more than 60 nor less than 10 days proceeding the date of any
meeting of stockholders or the date for the payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent.

ARTICLE VI
SEAL

Section 1. The corporate seal of the Company shall be in the
following form:

Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

ARTICLE VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar
year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

<PAGE> 26

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.

ARTICLE X
INDEMNIFICATION

Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

(B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.

(C) If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification of payment of
expenses under applicable law.

<PAGE> 27

(D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

(E) Any repeal or modification of the foregoing
provisions of this Article X shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

Section 1. These By-Laws may be altered, amended or repealed, in
whole or in part, and any new By-Law or By-Laws adopted at any regular or
special meeting of the Board of Directors by a vote of the majority of all the
members of the Board of Directors then in office.

<PAGE> 28

EXHIBIT C

SECTION 321(b) CONSENT

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

WILMINGTON TRUST COMPANY

Dated: May 27, 1998 By: /s/ Emmett R. Harmon
--------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE> 29

EXHIBIT D

NOTICE

This form is intended to assist state nonmember banks and savings banks with
state publication requirements. It has not been approved by any state banking
authorities. Refer to your appropriate state banking authorities for your state
publication requirements.

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
- -------------------------------------------------------- ----------------------
Name of Bank City

in the State of DELAWARE, at the close of business on December 31, 1997.

ASSETS
Thousands of dollars

<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins.............................................236,646
Interest-bearing balances........................................................................... 0
Held-to-maturity securities............................................................................... 331,880
Available-for-sale securities.............................................................................1,258,661
Federal funds sold and securities purchased under agreements to resell...................................... 91,500
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,822,320
LESS: Allowance for loan and lease losses. . . . . . 59,373
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve..............................3,762,947
Assets held in trading accounts...................................................................................0
Premises and fixed assets (including capitalized leases)....................................................129,740
Other real estate owned...................................................................................... 2,106
Investments in unconsolidated subsidiaries and associated companies............................................ 22
Customers' liability to this bank on acceptances outstanding......................................................0
Intangible assets.............................................................................................4,905
Other assets................................................................................................100,799
Total assets..............................................................................................5,919,206
</TABLE>

CONTINUED ON NEXT PAGE

<PAGE> 30

LIABILITIES
<S> <C>
Deposits:
In domestic offices.......................................................................................4,034,633
Noninterest-bearing . . . . . . . . 839,928
Interest-bearing. . . . . . . . . . 3,194,705
Federal funds purchased and Securities sold under agreements to repurchase................................. 575,827
Demand notes issued to the U.S. Treasury.....................................................................61,290
Trading liabilities (from Schedule RC-D)..........................................................................0
Other borrowed money:.......................................................................................///////
With original maturity of one year or less......................................................673,000
With original maturity of more than one year.....................................................43,000
Bank's liability on acceptances executed and outstanding..........................................................0
Subordinated notes and debentures.................................................................................0
Other liabilities (from Schedule RC-G).................................................................... 76,458
Total liabilities.........................................................................................5,464,208
</TABLE>

EQUITY CAPITAL
<S> <C>
Perpetual preferred stock and related surplus.....................................................................0
Common Stock....................................................................................................500
Surplus (exclude all surplus related to preferred stock).....................................................62,118
Undivided profits and capital reserves......................................................................385,018
Net unrealized holding gains (losses) on available-for-sale securities........................................7,362
Total equity capital........................................................................................454,998
Total liabilities, limited-life preferred stock, and equity capital.......................................5,919,206
</TABLE>

<PAGE> 1
EXHIBIT 25.2

Registration No.
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [X]

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

SUIZA FOODS CORPORATION
SUIZA CAPITAL TRUST II

(Exact name of obligor as specified in its charter)

Delaware 75-2559681
Delaware 51-6507448
(State of incorporation) (I.R.S. employer identification no.)

3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)

5.5% Trust Convertible Preferred Securities of Suiza Capital Trust II

(Title of the indenture securities)

================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the
obligor is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

A. Copy of the Charter of Wilmington Trust Company, which
includes the certificate of authority of Wilmington
Trust Company to commence business and the authorization
of Wilmington Trust Company to exercise corporate trust
powers.

B. Copy of By-Laws of Wilmington Trust Company.

C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.

D. Copy of most recent Report of Condition of Wilmington
Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Wilmington and State of Delaware on the 27th day of May, 1998.

WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ W. Chris Sponenberg By: /s/ Emmett R. Harmon
--------------------------- -------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President

2
<PAGE> 3
EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987
<PAGE> 4
AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the
name of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment
filed in the Office of the Secretary of State on March 18, A.D. 1903, and the
Charter or Act of Incorporation of which company has been from time to time
amended and changed by merger agreements pursuant to the corporation law for
state banks and trust companies of the State of Delaware, does hereby alter and
amend its Charter or Act of Incorporation so that the same as so altered and
amended shall in its entirety read as follows:

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

SECOND: - The location of its principal office in the State of
Delaware is at Rodney Square North, in the City of Wilmington,
County of New Castle; the name of its resident agent is WILMINGTON
TRUST COMPANY whose address is Rodney Square North, in said City.
In addition to such principal office, the said corporation maintains
and operates branch offices in the City of Newark, New Castle
County, Delaware, the Town of Newport, New Castle County, Delaware,
at Claymont, New Castle County, Delaware, at Greenville, New Castle
County Delaware, and at Milford Cross Roads, New Castle County,
Delaware, and shall be empowered to open, maintain and operate
branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
2120 Market Street, and 3605 Market Street, all in the City of
Wilmington, New Castle County, Delaware, and such other branch
offices or places of business as may be authorized from time to time
by the agency or agencies of the government of the State of Delaware
empowered to confer such authority.

(1) To sue and be sued, complain and defend in any Court of
law or equity and to make and use a common seal, and alter
the seal at pleasure, to hold, purchase, convey, mortgage or
otherwise deal in real and personal estate and property, and
to appoint such officers and agents as the business of the
<PAGE> 5
Corporation shall require, to make by-laws not inconsistent
with the Constitution or laws of the United States or of this
State, to discount bills, notes or other evidences of debt,
to receive deposits of money, or securities for money, to buy
gold and silver bullion and foreign coins, to buy and sell
bills of exchange, and generally to use, exercise and enjoy
all the powers, rights, privileges and franchises incident to
a corporation which are proper or necessary for the
transaction of the business of the Corporation hereby
created.

(2) To insure titles to real and personal property, or any
estate or interests therein, and to guarantee the holder of
such property, real or personal, against any claim or claims,
adverse to his interest therein, and to prepare and give
certificates of title for any lands or premises in the State
of Delaware, or elsewhere.

(4) To prepare and draw agreements, contracts, deeds,
leases, conveyances, mortgages, bonds and legal papers of
every description, and to carry on the business of
conveyancing in all its branches.

2
<PAGE> 6
(8) To guarantee the validity, performance or effect of any
contract or agreement, and the fidelity of persons holding
places of responsibility or trust; to become surety for any
person, or persons, for the faithful performance of any
trust, office, duty, contract or agreement, either by itself
or in conjunction with any other person, or persons,
corporation, or corporations, or in like manner become surety
upon any bond, recognizance, obligation, judgment, suit,
order, or decree to be entered in any court of record within
the State of Delaware or elsewhere, or which may now or
hereafter be required by any law, judge, officer or court in
the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as
trustee, trustee in bankruptcy, receiver, assignee, assignee
in bankruptcy, executor, administrator, guardian, bailee, or
in any other trust capacity in the receiving, holding,
managing, and disposing of any and all estates and property,
real, personal or mixed, and to be appointed as such trustee,
trustee in bankruptcy, receiver, assignee, assignee in
bankruptcy, executor, administrator, guardian or bailee by
any persons, corporations, court, officer, or authority, in
the State of Delaware or elsewhere; and whenever this
Corporation is so appointed by any person, corporation,
court, officer or authority such trustee, trustee in
bankruptcy, receiver, assignee, assignee in bankruptcy,
executor, administrator, guardian, bailee, or in any other
trust capacity, it shall not be required to give bond with
surety, but its capital stock shall be taken and held as
security for the performance of the duties devolving upon it
by such appointment.

(10) And for its care, management and trouble, and the
exercise of any of its powers hereby given, or for the
performance of any of the duties which it may undertake or be
called upon to perform, or for the assumption of any
responsibility the said Corporation may be entitled to
receive a proper compensation.

(11) To purchase, receive, hold and own bonds, mortgages,
debentures, shares of capital stock, and other securities,
obligations, contracts and evidences of indebtedness, of any
private, public or municipal corporation within and without
the State of Delaware, or of the Government of the United
States, or of any state, territory, colony, or possession
thereof, or of any foreign government or country; to receive,
collect, receipt for, and dispose of interest, dividends and
income upon and from any of the bonds, mortgages, debentures,
notes, shares of capital stock, securities, obligations,
contracts, evidences of indebtedness and other property held
and owned by it, and to exercise in respect of all such
bonds, mortgages, debentures, notes, shares of capital stock,
securities, obligations, contracts, evidences of indebtedness
and other property, any and all the rights, powers and
privileges of individual

3
<PAGE> 7
owners thereof, including the right to vote thereon; to
invest and deal in and with any of the moneys of the
Corporation upon such securities and in such manner as it may
think fit and proper, and from time to time to vary or
realize such investments; to issue bonds and secure the same
by pledges or deeds of trust or mortgages of or upon the
whole or any part of the property held or owned by the
Corporation, and to sell and pledge such bonds, as and when
the Board of Directors shall determine, and in the promotion
of its said corporate business of investment and to the
extent authorized by law, to lease, purchase, hold, sell,
assign, transfer, pledge, mortgage and convey real and
personal property of any name and nature and any estate or
interest therein.

(1) To do any or all of the things herein set forth, to the
same extent as natural persons might or could do, and in any
part of the world.

(3) To take, hold, own, deal in, mortgage or otherwise lien,
and to lease, sell, exchange, transfer, or in any manner
whatever dispose of property, real, personal or mixed,
wherever situated.

(4) To enter into, make, perform and carry out contracts of
every kind with any person, firm, association or corporation,
and, without limit as to amount, to draw, make, accept,
endorse, discount, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures, and
other negotiable or transferable instruments.

(5) To have one or more offices, to carry on all or any of
its operations and businesses, without restriction to the
same extent as natural persons might or could do, to purchase
or otherwise acquire, to hold, own, to mortgage, sell, convey
or otherwise dispose of, real and personal property, of every
class and description, in any State, District, Territory or
Colony of the United States, and in any foreign country or
place.

4
<PAGE> 8
(6) It is the intention that the objects, purposes and
powers specified and clauses contained in this paragraph
shall (except where otherwise expressed in said paragraph) be
nowise limited or restricted by reference to or inference
from the terms of any other clause of this or any other
paragraph in this charter, but that the objects, purposes and
powers specified in each of the clauses of this paragraph
shall be regarded as independent objects, purposes and
powers.

FOURTH: - (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is forty-one
million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par
value $10.00 per share (hereinafter referred to as "Preferred
Stock"); and

(2) Forty million (40,000,000) shares of Common Stock, par
value $1.00 per share (hereinafter referred to as "Common
Stock").

(b) Shares of Preferred Stock may be issued from time to time in
one or more series as may from time to time be determined by the
Board of Directors each of said series to be distinctly designated.
All shares of any one series of Preferred Stock shall be alike in
every particular, except that there may be different dates from
which dividends, if any, thereon shall be cumulative, if made
cumulative. The voting powers and the preferences and relative,
participating, optional and other special rights of each such
series, and the qualifications, limitations or restrictions thereof,
if any, may differ from those of any and all other series at any
time outstanding; and, subject to the provisions of subparagraph 1
of Paragraph (c) of this Article FOURTH, the Board of Directors of
the Corporation is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any
shares of a particular series of Preferred Stock, the voting powers
and the designations, preferences and relative, optional and other
special rights, and the qualifications, limitations and restrictions
of such series, including, but without limiting the generality of
the foregoing, the following:

(2) The rate and times at which, and the terms and
conditions on which, dividends, if any, on Preferred Stock of
such series shall be paid, the extent of the preference or
relation, if any, of such dividends to the dividends payable
on any other class or classes, or series of the same or other
class of

5
<PAGE> 9
stock and whether such dividends shall be cumulative or
non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of
such series to convert the same into or exchange the same
for, shares of any other class or classes or of any series of
the same or any other class or classes of stock of the
Corporation and the terms and conditions of such conversion
or exchange;

(4) Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices and
the time or times at which, and the terms and conditions on
which, Preferred Stock of such series may be redeemed.

(6) The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock of
such series; and

(7) The voting powers, if any, of the holders of such series
of Preferred Stock which may, without limiting the generality
of the foregoing include the right, voting as a series or by
itself or together with other series of Preferred Stock or
all series of Preferred Stock as a class, to elect one or
more directors of the Corporation if there shall have been a
default in the payment of dividends on any one or more series
of Preferred Stock or under such circumstances and on such
conditions as the Board of Directors may determine.

(2) After distribution in full of the preferential amount,
if any, (fixed in accordance with the provisions of section
(b) of this Article FOURTH), to be distributed to the holders
of Preferred Stock in the event of voluntary or involuntary
liquidation, distribution or sale of assets, dissolution or
winding-up, of the Corporation, the holders of the Common
Stock shall be entitled to

6
<PAGE> 10
receive all of the remaining assets of the Corporation,
tangible and intangible, of whatever kind available for
distribution to stockholders ratably in proportion to the
number of shares of Common Stock held by them respectively.

7
<PAGE> 11
(f) Subject to the provisions of section (e), shares of any series
of Preferred Stock may be issued from time to time as the Board of
Directors of the Corporation shall determine and on such terms and
for such consideration as shall be fixed by the Board of Directors.

(h) The authorized amount of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be increased or
decreased from time to time by the affirmative vote of the holders
of a majority of the stock of the Corporation entitled to vote
thereon.

(c) Notwithstanding any other provisions of this Charter or Act of
Incorporation or the By-Laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, this
Charter or Act of Incorporation or the By-Laws of the Corporation),
any director or the entire Board of Directors of the

8
<PAGE> 12
Corporation may be removed at any time without cause, but only by
the affirmative vote of the holders of two- thirds or more of the
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called
for that purpose.

(f) The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

SIXTH: - The Directors shall choose such officers, agent and
servants as may be provided in the By-Laws as they may from time to
time find necessary or proper.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

9
<PAGE> 13
NINTH: - This Corporation is to have perpetual existence.

ELEVENTH: - The private property of the stockholders shall not be
liable for the payment of corporate debts to any extent whatever.

TWELFTH: - The Corporation may transact business in any part of the
world.

FOURTEENTH: - Meetings of the Directors may be held outside of the
State of Delaware at such places as may be from time to time
designated by the Board, and the Directors may keep the books of the
Company outside of the State of Delaware at such places as may be
from time to time designated by them.

FIFTEENTH: - (a) In addition to any affirmative vote required by
law, and except as otherwise expressly provided in sections (b) and
(c) of this Article FIFTEENTH:

10
<PAGE> 14
(C) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of related
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities
or other property (or a combination thereof) having an
aggregate fair market value of $1,000,000 or more, or

(D) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation, or

(E) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation,
or any merger or consolidation of the Corporation with any of
its Subsidiaries or any similar transaction (whether or not
with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly
owned by any Interested Stockholder, or any Affiliate of any
Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall
be required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.

(2) The term "business combination" as used in this
Article FIFTEENTH shall mean any transaction which is
referred to any one or more of clauses (A) through (E) of
paragraph 1 of the section (a).

(1) A "person" shall mean any individual firm, corporation or other
entity.

11
<PAGE> 15
such business combination, or immediately prior to the consummation
of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more
than 10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time
within two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 10% of the then
outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any
share of capital stock of the Corporation which were at any
time within two years prior thereto beneficially owned by any
Interested Stockholder, and such assignment or succession
shall have occurred in the course of a transaction or series
of transactions not involving a public offering within the
meaning of the Securities Act of 1933.

(3) A person shall be the "beneficial owner" of any Voting Shares:

(A) which such person or any of its Affiliates and
Associates (as hereafter defined) beneficially own, directly
or indirectly, or

12
<PAGE> 16
(6) "Subsidiary" shall mean any corporation of which a majority of
any class of equity security (as defined in Rule 3a11-1 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as in effect in December 31, 1981) is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Investment Stockholder set forth in
paragraph (2) of this section (c), the term "Subsidiary" shall mean
only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.

(d) majority of the directors shall have the power and duty
to determine for the purposes of this Article FIFTEENTH on
the basis of information known to them, (1) the number of
Voting Shares beneficially owned by any person (2) whether a
person is an Affiliate or Associate of another, (3) whether a
person has an agreement, arrangement or understanding with
another as to the matters referred to in paragraph (3) of
section (c), or (4) whether the assets subject to any
business combination or the consideration received for the
issuance or transfer of securities by the Corporation, or any
Subsidiary has an aggregate fair market value of $1,000,000
or more.

(e) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

13
<PAGE> 17
EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997
<PAGE> 18
BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 2. Special meetings of all stockholders may be called at
any time by the Board of Directors, the Chairman of the Board or the President.

Section 3. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder at least ten (10) days before said
meeting, at his last known address, a written or printed notice fixing the time
and place of such meeting.

Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one
vote, either in person or by proxy, for each shares of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors
shall be as set forth in the Charter of the Bank.

Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

Section 5. The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its
<PAGE> 19
members, or at the call of the Chairman of the Board of Directors or the
President.

Section 7. A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect
from its own members a Chairman of the Board of Directors and a President who
may be the same person. The Board of Directors shall also elect at such
meeting a Secretary and a Treasurer, who may be the same person, may appoint at
any time such other committees and elect or appoint such other officers as it
may deem advisable. The Board of Directors may also elect at such meeting one
or more Associate Directors.

Section 12. The Board of Directors may designate an officer to be
in charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

Section 1. Executive Committee

(A) The Executive Committee shall be composed of not
more than nine members who shall be selected by the Board of Directors from its
own members and who

2
<PAGE> 20
shall hold office during the pleasure of the Board.

(B) The Executive Committee shall have all the powers
of the Board of Directors when it is not in session to transact all business
for and in behalf of the Company that may be brought before it.

(D) Minutes of each meeting of the Executive Committee
shall be kept and submitted to the Board of Directors at its next meeting.

(E) The Executive Committee shall advise and
superintend all investments that may be made of the funds of the Company, and
shall direct the disposal of the same, in accordance with such rules and
regulations as the Board of Directors from time to time make.

(F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such
disaster shall be available for the transaction of its business, such Executive
Committee shall also be empowered to exercise all of the powers reserved to the
Trust Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of
the Company in accordance with the foregoing provisions of this Section. This
By-Law shall be subject to implementation by Resolutions of the Board of
Directors presently existing or hereafter passed from time to time for that
purpose, and any provisions of these By-Laws (other than this Section) and any
resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such
a disaster period until it shall be determined by any interim Executive
Committee acting under this section that it shall be to the advantage of the
Company to resume the conduct and management of its affairs and business under
all of the other provisions of these By-Laws.

3
<PAGE> 21
Section 2. Trust Committee

(A) The Trust Committee shall be composed of not more
than thirteen members who shall be selected by the Board of Directors, a
majority of whom shall be members of the Board of Directors and who shall hold
office during the pleasure of the Board.

(B) The Trust Committee shall have general supervision
over the Trust Department and the investment of trust funds, in all matters,
however, being subject to the approval of the Board of Directors.

(C) The Trust Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members or at the call of its chairman. A
majority of its members shall be necessary to constitute a quorum for the
transaction of business.

(D) Minutes of each meeting of the Trust Committee
shall be kept and promptly submitted to the Board of Directors.

Section 3. Audit Committee

(A) The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer of the Company, and shall hold office at the
pleasure of the Board.

(C) The Audit Committee shall meet whenever and
wherever the majority of its members shall deem it to be proper for the
transaction of its business, and a majority of its Committee shall constitute a
quorum.

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of not
more than

4
<PAGE> 22
five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

(B) The Compensation Committee shall in general advise
upon all matters of policy concerning the Company brought to its attention by
the management and from time to time review the management of the Company,
major organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

(C) Meetings of the Compensation Committee may be
called at any time by the Chairman of the Compensation Committee, the Chairman
of the Board of Directors, or the President of the Company.

Section 5. Associate Directors

(A) Any person who has served as a director may be
elected by the Board of Directors as an associate director, to serve during the
pleasure of the Board.

(B) An associate director shall be entitled to attend
all directors meetings and participate in the discussion of all matters brought
to the Board, with the exception that he would have no right to vote. An
associate director will be eligible for appointment to Committees of the
Company, with the exception of the Executive Committee, Audit Committee and
Compensation Committee, which must be comprised solely of active directors.

Section 6. Absence or Disqualification of Any Member of a Committee

ARTICLE IV
OFFICERS

Section 1. The Chairman of the Board of Directors shall preside at
all meetings of the Board and shall have such further authority and powers and
shall perform such duties as the Board of Directors may from time to time
confer and direct. He shall also exercise such powers and perform such duties
as may from time to time be agreed upon between himself and the President of
the Company.

Section 2. The Vice Chairman of the Board. The Vice Chairman of
the Board of

5
<PAGE> 23
Directors shall preside at all meetings of the Board of Directors at which the
Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

Section 3. The President shall have the powers and duties
pertaining to the office of the President conferred or imposed upon him by
statute or assigned to him by the Board of Directors in the absence of the
Chairman of the Board the President shall have the powers and duties of the
Chairman of the Board.

Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and
responsible for all monies, funds and valuables of the Company and for the
keeping of proper records of the evidence of property or indebtedness and of
all the transactions of the Company. He shall have general supervision of the
expenditures of the Company and shall report to the Board of Directors at each
regular meeting of the condition of the Company, and perform such other duties
as may be assigned to him from time to time by the Board of Directors of the
Executive Committee.

6
<PAGE> 24
There may be one or more subordinate accounting or controller
officers however denominated, who may perform the duties of the Controller and
such duties as may be prescribed by the Controller.

Section 9. The officer designated by the Board of Directors to be
in charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

There shall be an Auditor and there may be one or more Audit
Officers, however denominated, who may perform all the duties of the Auditor
and such duties as may be prescribed by the officer in charge of the Audit
Division.

Section 11. The powers and duties of all other officers of the
Company shall be those usually pertaining to their respective offices, subject
to the direction of the Board of Directors, the Executive Committee, Chairman
of the Board of Directors or the President and the officer in charge of the
department or division to which they are assigned.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of
the Company and a transfer book shall be kept in which all transfers of stock
shall be recorded.

Section 2. Certificate of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new
certificate or certificates shall be issued in lieu thereof. Duplicate
certificates of stock shall be issued only upon giving such security as may be
satisfactory to the Board of Directors or the Executive Committee.

7
<PAGE> 25
any dividend, or to any allotment or rights, or to exercise any rights in
respect of any change, conversion or exchange of capital stock, or in
connection with obtaining the consent of stockholders for any purpose, which
record date shall not be more than 60 nor less than 10 days proceeding the date
of any meeting of stockholders or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent.

ARTICLE VI
SEAL

Section 1. The corporate seal of the Company shall be in the
following form:

Between two concentric circles the words
"Wilmington Trust Company" within the inner
circle the words "Wilmington, Delaware."

ARTICLE VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar
year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver
and the Secretary or any Assistant Secretary shall have full power and
authority to attest and affix the corporate seal of the Company to any and all
deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

8
<PAGE> 26
ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors
who serve as members of committees, other than salaried employees of the
Company, shall be paid such reasonable honoraria or fees for services as
members of committees as the Board of Directors shall from time to time
determine and directors and associate directors may be employed by the Company
for such special services as the Board of Directors may from time to time
determine and shall be paid for such special services so performed reasonable
compensation as may be determined by the Board of Directors.

ARTICLE X
INDEMNIFICATION

Section 1. (A) The Corporation shall indemnify and hold harmless,
to the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or
was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee,
fiduciary or agent of another corporation or of a partnership, joint venture,
trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person. The Corporation shall indemnify a person
in connection with a proceeding initiated by such person only if the proceeding
was authorized by the Board of Directors of the Corporation.

(B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses incurred by a Director officer in his
capacity as a Director or officer in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the Director or
officer to repay all amounts advanced if it should be ultimately determined
that the Director or officer is not entitled to be indemnified under this
Article or otherwise.

(C) If a claim for indemnification or payment of
expenses, under this Article X is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving
that the claimant was not entitled to the requested indemnification of payment
of expenses under applicable law.

9
<PAGE> 27

(D) The rights conferred on any person by this Article
X shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

Section 1. These By-Laws may be altered, amended or repealed, in
whole or in part, and any new By-Law or By- Laws adopted at any regular or
special meeting of the Board of Directors by a vote of the majority of all the
members of the Board of Directors then in office.

10
<PAGE> 28

EXHIBIT C

SECTION 321(b) CONSENT

WILMINGTON TRUST COMPANY

Dated: May 27, 1998 By: /s/ Emmett R. Harmon
-----------------------
Name: Emmett R. Harmon
Title: Vice President
<PAGE> 29
EXHIBIT D

NOTICE

R E P O R T O F C O N D I T I O N

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON
- -------------------------------- ---------------------
Name of Bank City

in the State of DELAWARE, at the close of business on December 31, 1997.

<TABLE>
<CAPTION>
ASSETS
Thousands of dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . . . . . . . . . . 236,646
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331,880
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,258,661
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . 91,500
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,822,320
LESS: Allowance for loan and lease losses. . . . . . 59,373
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . . . . . . . . . . . 3,762,947
Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,740
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,106
Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . . . . . . . . . . . . . 22
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,905
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,799
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,919,206
</TABLE>

CONTINUED ON NEXT PAGE
<PAGE> 30
<TABLE>
<S> <C>
LIABILITIES

Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,034,633
Noninterest-bearing . . . . . . . . 839,928
Interest-bearing. . . . . . . . . . 3,194,705
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . 575,827
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,290
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other borrowed money: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ///////
With original maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673,000
With original maturity of more than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,458
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,464,208

EQUITY CAPITAL

Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385,018
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . 7,362
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 454,998
Total liabilities, limited-life preferred stock, and equity capital . . . . . . . . . . . . . . . . . . . . . . 5,919,206
</TABLE>

<PAGE> 1
EXHIBIT 25.3

Registration No.

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) [X]

WILMINGTON TRUST COMPANY
(Exact name of trustee as specified in its charter)

Delaware 51-0055023
(State of incorporation) (I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
(302) 651-8516
(Name, address and telephone number of agent for service)

SUIZA FOODS CORPORATION

(Exact name of obligor as specified in its charter)

Delaware 75-2559681
(State of incorporation) (I.R.S. employer identification no.)

3811 Turtle Creek Blvd.
Suite 1300
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)

Suiza Foods Corporation Guarantee with respect to
5.5% Trust Convertible Preferred Securities

(Title of the indenture securities)

================================================================================
<PAGE> 2
ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Federal Deposit Insurance Co. State Bank Commissioner
Five Penn Center Dover, Delaware
Suite #2901
Philadelphia, PA

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each
affiliation:

Based upon an examination of the books and records of the
trustee and upon information furnished by the obligor, the
obligor is not an affiliate of the trustee.

ITEM 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

A. Copy of the Charter of Wilmington Trust Company, which
includes the certificate of authority of Wilmington
Trust Company to commence business and the authorization
of Wilmington Trust Company to exercise corporate trust
powers.

B. Copy of By-Laws of Wilmington Trust Company.

C. Consent of Wilmington Trust Company required by Section
321(b) of Trust Indenture Act.

D. Copy of most recent Report of Condition of Wilmington
Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wilmington Trust Company, a corporation organized and existing under
the laws of Delaware, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Wilmington and State of Delaware on the 27th day of May, 1998.

WILMINGTON TRUST COMPANY

[SEAL]

Attest:/s/ W. Chris Sponenberg By:/s/ Emmett R. Harmon
--------------------------- ----------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President