<PAGE> 1
Rule 424(b)(3)
Registration No. 333-56613
333-56613-01
PROSPECTUS SUPPLEMENT NO. 12
(TO PROSPECTUS DATED JULY 21, 1998)
12,000,000 PREFERRED SECURITIES
SUIZA CAPITAL TRUST II
5 1/2% TRUST CONVERTIBLE PREFERRED SECURITIES
(LIQUIDATION PREFERENCE $50 PER PREFERRED SECURITY
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY,
AND CONVERTIBLE INTO COMMON STOCK OF,
SUIZA FOODS CORPORATION
This Prospectus Supplement No. 12 supplements and amends the
Prospectus dated July 21, 1998, as supplemented and amended by that Prospectus
Supplement No. 1 dated July 23, 1998, that Prospectus Supplement No. 2 dated
August 10, 1998, that Prospectus Supplement No. 3 dated August 20, 1998, that
Prospectus Supplement No. 4 dated September 29, 1998, that Prospectus
Supplement No. 5 dated October 23, 1998, that Prospectus Supplement No. 6 dated
November 16, 1998, that Prospectus Supplement No. 7 dated January 4, 1999, that
Prospectus Supplement No. 8 dated February 2, 1999, that Prospectus Supplement
No. 9 dated March 1, 1999, that Prospectus Supplement No. 10 dated March 19,
1999, and that Prospectus Supplement No. 11 dated April 8, 1999 (collectively,
the "Prospectus") relating to the 5 1/2% Trust Convertible Preferred Securities
(the "Preferred Securities") which represent undivided beneficial interests in
the assets of Suiza Capital Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Issuer" or the "Trust"), the common
securities of the Issuer (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities"), the 5 1/2% Convertible
Subordinated Debentures due April 1, 2028 (the "Debentures") issued by Suiza
Foods Corporation, a Delaware corporation ("Suiza"), the Common Stock (as
defined) issuable upon conversion of the Preferred Securities or the
Debentures, as applicable, and the associated Guarantee (as defined)
(collectively, the "Offered Securities"). All capitalized terms used but not
otherwise defined in this Prospectus Supplement shall have the meanings
ascribed thereto in the Prospectus.
Following their original issuance by the Trust, the Preferred
Securities have been resold by the Initial Purchasers and subsequent purchasers
thereof to qualified institutional buyers in transactions exempt from
registration under Rule 144A promulgated under the Securities Act. The
Preferred Securities have been and will remain eligible for resale on the
PORTAL Market. However, Preferred Securities resold pursuant to this Prospectus
will no longer be eligible for trading on the PORTAL Market. Suiza and the
Trust do not currently intend to list the Preferred Securities resold pursuant
to this Prospectus on any securities exchange or to seek approval for quotation
through any automated quotation system. Accordingly, there can be no assurance
as to the development or liquidity of any market for the Preferred Securities
resold under this Prospectus. See "Risk Factors -- Absence of Public Market for
the Preferred Securities" in the Prospectus.
Neither Suiza nor the Trust will receive any of the proceeds from the
sale of the Preferred Securities by the Selling Holders. Expenses of preparing
and filing the Registration Statement, the Prospectus, this Prospectus
Supplement No. 12 and all other prospectus supplements are borne by Suiza.
The Prospectus, together with this Prospectus Supplement No. 12,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act with respect to offers and sales of the Preferred Securities and
the Common Stock issuable upon conversion of the Preferred Securities. All
references in the Prospectus to "this Prospectus" are hereby amended to read
"this Prospectus (as supplemented and amended)".
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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.
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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
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The date of this Prospectus Supplement is May 7, 1999.
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The Prospectus is hereby amended to add the following information to
the end of the Section of the Prospectus entitled "Selling Holders":
The table below sets forth information as of May 7, 1999 concerning
beneficial ownership of the Preferred Securities of each of the Selling
Holders. All information concerning beneficial ownership has been furnished by
the Selling Holders.
<TABLE>
<CAPTION>
PREFERRED SECURITIES
OWNED BEFORE OFFERING NO. OF PREFERRED
--------------------- SECURITIES OFFERED IN
NAME OF SELLING HOLDER (1) NUMBER PERCENT THE OFFERING
- ------------------------------------- ---------- --------- ---------------------
<S> <C> <C> <C>
Alpine Partners, L.P. 27,600 * 27,600
</TABLE>
- --------------------
* Less than 1%.
(1) Except as otherwise set forth herein, none of the Selling Holders has, or
within the last three years has had, any position, office or other
material relationship with Suiza or the Trust or any of their predecessors
or affiliates.
The Selling Holders identified above may have sold, transferred or
otherwise disposed of all or a portion of their Preferred Securities since the
date on which they provided the information regarding their Preferred
Securities in transactions exempt from the registration requirements of the
Securities Act. None of the above listed Selling Holders has converted any of
the Preferred Securities into shares of Common Stock. See "Description of
Preferred Securities -- Conversion Rights" in the Prospectus. Additional
Selling Holders or other information concerning the above listed Selling
Holders may be set forth from time to time in additional prospectus
supplements.
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