<PAGE> 1
RULE 424(b)(3)
REGISTRATION NO. 333-56613 AND
333-56613-01
PROSPECTUS SUPPLEMENT NO. 7
(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. 7 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, and that Prospectus Supplement No. 6 dated November 16,
1998 (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. 7 and all other prospectus supplements are borne by Suiza.
The Prospectus, together with this Prospectus Supplement No. 7, 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 January 4, 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 January 4, 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>
Credit Suisse First Boston Corporation............. 15,000 * 15,000
</TABLE>
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* 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.
