-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OBPzJeEPodscOR4ivBIwQZF9p129Lgj5PiKy4tE/IScQbCro21no2tF3kb1azD9p Ds529sPJE5sEGgmcMwAk9Q== 0000950134-01-003229.txt : 20010410 0000950134-01-003229.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950134-01-003229 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUIZA FOODS CORP CENTRAL INDEX KEY: 0000931336 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 752559681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-56613 FILM NUMBER: 1595975 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE LB 30 STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2145289922 MAIL ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUIZA CAPITAL TRUST II CENTRAL INDEX KEY: 0001063690 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 516507448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-56613-01 FILM NUMBER: 1595976 BUSINESS ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: STE 1300 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2145289922 MAIL ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75219 POS AM 1 d85885paposam.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 1 As filed with the Securities and Exchange Commission on April 5, 2001. Registration No. 333-56613 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 of incorporation or organization) (I.R.S. Employer Identification No.)
SUIZA CAPITAL TRUST II (Exact name of registrant as specified in its charter) Delaware 51-6507448 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2515 MCKINNEY AVENUE, LB 30, SUITE 1200 DALLAS, TEXAS 75201 (214) 303-3400 (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 Hughes & Luce, L.L.P. 2515 McKinney Avenue, LB 30 1717 Main Street, Suite 2800 Suite 1200 Dallas, Texas 75201 Dallas, Texas 75201 (214) 939-5500 (214) 303-3400 (Name, address, and telephone number, including area code, of agent for service) ---------- Approximate date of commencement of proposed sale to the public: No longer applicable because securities are being removed from registration. 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: [ ] --------- 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. 2 5 1/2% TRUST CONVERTIBLE PREFERRED SECURITIES REMOVED FROM REGISTRATION Suiza Foods Corporation, a Delaware corporation ("Suiza"), and Suiza Capital Trust II, a Delaware statutory business trust (the "Trust"), filed a Registration Statement on Form S-3 (File No. 333-56613) with the Securities and Exchange Commission on June 11, 1998, registering (i) 12,000,000 5 1/2% Trust Convertible Preferred Securities due April 1, 2028 (the "Preferred Securities"), (ii) $600,000,000 aggregate principal amount of 5 1/2% Convertible Subordinated Debentures due 2028 that may, under certain circumstances, be distributed to the holders of the Preferred Securities (the "Debentures"), (iii) 7,668,000 shares of Common Stock of Suiza, par value $.01 per share, that are issuable upon conversion of the Preferred Securities (the "Common Stock") and (iv) the Guarantee of Suiza relating to the Preferred Securities (the Preferred Securities, the Debentures, the Common Stock and the Guarantee collectively, the "Registered Securities"). The Registered Securities were offered for resale from time to time by certain selling securityholders named in the Registration Statement. Suiza's obligation to maintain the effectiveness of the Registration Statement has expired. Pursuant to Suiza's undertaking in the Registration Statement, Suiza files this Post-Effective Amendment No. 1 to remove from registration any Registered Securities that were registered but remain unsold. II-1 3 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 Post-Effective Amendment No. 1 to the 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 April 5, 2001. SUIZA FOODS CORPORATION By: /s/ Gregg L. Engles --------------------------------- Gregg L. Engles Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Gregg L. Engles Chairman of the Board, Chief April 5, 2001 - -------------------------------- Executive Officer and Director Gregg L. Engles (Principal Executive Officer) /s/ Barry A. Fromberg Principal Financial and April 5, 2001 - -------------------------------- Accounting Officer Barry A. Fromberg * Director April 5, 2001 - -------------------------------- Alan J. Bernon * Director April 5, 2001 - -------------------------------- Stephen L. Green * Director April 5, 2001 - -------------------------------- Joseph S. Hardin, Jr. * Director April 5, 2001 - -------------------------------- John R. Muse * Director April 5, 2001 - -------------------------------- Hector M. Nevares * Director April 5, 2001 - -------------------------------- P. Eugene Pender
II-2 4 * Director April 5, 2001 - -------------------------------- Jim L. Turner *By /s/ Gregg L. Engles April 5, 2001 ---------------------------- Gregg L. Engles Attorney-in-fact
II-3 5 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 Post-Effective Amendment No. 1 to the 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 April 5, 2001. SUIZA CAPITAL TRUST II By: /s/ Barry A. Fromberg ------------------------- Barry A. Fromberg, Regular Trustee By: /s/ Michelle P. Goolsby ------------------------- Michelle P. Goolsby Regular Trustee II-4 -----END PRIVACY-ENHANCED MESSAGE-----