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Rule 424(b)(3)
Registration No. 333-56613
333-56613-01
PROSPECTUS SUPPLEMENT NO. 18
(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. 18 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, that
Prospectus Supplement No. 11 dated April 8, 1999, that Prospectus Supplement
No. 12 dated May 7, 1999, that Prospectus Supplement No. 13 dated June 1, 1999,
that Prospectus Supplement No. 14 dated June 14, 1999, that Prospectus
Supplement No. 15 dated August 23, 1999, that Prospectus Supplement No. 16
dated October 21, 1999, and that Prospectus Supplement No. 17 dated December
20, 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. 18 and all other prospectus supplements are borne by Suiza.
The Prospectus, together with this Prospectus Supplement No. 18,
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 7, 2000.
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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, 2000 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>
Solomon Brothers Asset Management 50,000 * 50,000
</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 predecessor 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
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.
2
