-----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, OSTGIT+no1oizMLyFwiq2raXeoU2b0XjRgUyoAralZzU2Ponu7dCGcDYfslz6hdv apgmOskykvMuNRCG2w57Hw== 0000950134-98-000245.txt : 19980116 0000950134-98-000245.hdr.sgml : 19980116 ACCESSION NUMBER: 0000950134-98-000245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980114 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980115 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12755 FILM NUMBER: 98507129 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 15, 1998 (JANUARY 14, 1998) SUIZA FOODS CORPORATION ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-2755 75-2559681 - --------------- ------------------------ ------------------- (STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION) 3811 TURTLE CREEK BLVD., SUITE 1300 DALLAS, TEXAS 75219 ---------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 528-0939 1 2 ITEM 5. OTHER EVENTS. (a) On January 14, 1998, Suiza Foods Corporation ("Suiza") and Continental Can Company, Inc. ("Can") signed a definitive agreement to merge (the "Merger"). The press release, dated January 15, 1998, announcing the signing is filed herewith as Exhibit 99.1. (b) On January 15, 1998 Suiza and Can will hold an investor and analyst meeting relating to the Merger. Filed herewith as Exhibit 99.2 are the presentation materials to be used at the meeting (the "Presentation Materials"). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated January 15, 1998, relating to the Merger. 99.2 Presentation Materials to be used at an investor and analyst meeting relating to the Merger. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: January 15, 1998 SUIZA FOODS CORPORATION By: /s/ Tracy L. Noll ----------------------------- Tracy L. Noll Vice President and Chief Financial Officer 3 4 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 99.1 Press Release dated January 15, 1998, relating to the Merger. 99.2 Presentation Materials to be used at an investor and analyst meeting relating to the Merger.
EX-99.1 2 PRESS RELEASE DATED SEPTEMBER 29, 1997 1 EXHIBIT 99.1 FOR: SUIZA FOODS CORPORATION CONTACT: J. Michael Lewis VP; Treasurer; Director Investor Relations Tracy Noll Chief Financial Officer (214) 528-9922 FOR IMMEDIATE RELEASE Morgen-Walke Associates: June Filingeri, John Blackwell Media contact: Miriam Adler (212) 850-5600 FOR: CONTINENTAL CAN COMPANY, INC. CONTACT: Abdo Yazgi Executive Vice President (203) 750-5903 SUIZA FOODS ANNOUNCES ACQUISITION OF CONTINENTAL CAN COMPANY, INC. DALLAS, TX, January 15, 1998 -- Suiza Foods Corporation (NYSE:SZA) today announced that it has signed a definitive agreement to acquire Continental Can Company, Inc. (NYSE:CAN) for stock and the assumption of debt in a purchase transaction with a total value of approximately $345 million, including transaction costs. The transaction is in furtherance of Suiza's strategy to expand its plastic packaging operations, and gives the Company a leading position in the high-density polyethylene (HDPE) segment of the plastic packaging industry. Under the terms of the agreement, shareholders of Continental Can Company will receive .629 shares of Suiza stock for each of the approximately 3.2 million Continental Can shares outstanding. Suiza's stock closed at $64 5/8 on Wednesday, January 14, 1998. The transaction will result in the issuance of approximately 2.0 million shares of Suiza common stock, 0.5 million options and warrants, and the assumption of Continental Can debt, which approximated $187.5 million at September 30, 1997. It is expected to be completed during the second quarter of 1998 and to be accretive to earnings in 1998. -MORE- 2 SUIZA FOODS ANNOUNCES ACQUISITION OF CONTINENTAL CAN CO. -PAGE 2- The transaction will increase Suiza's packaging revenues to approximately $645 million annually. Approximately $400 million will be derived from domestic plastic blow molding, with the remainder consisting of food can, and plastic film packaging operations based in Europe. Continental Can has fifteen domestic and nine European facilities while Suiza has sixteen U.S. plastic packaging plants. Gregg L. Engles, Suiza's Chairman and Chief Executive Officer, commented: "The merger with Continental Can will more than double our domestic blow-molding revenues, adding technically sophisticated packaging capabilities and expanding our blue-chip customer base. Our combined operations will serve clients in a variety of industries including dairy, bottled water, juice, household chemicals, and automotive fluids. Internationally, Continental Can's operations provide us with a number of opportunities to further develop our packaging business." Donald J. Bainton, Continental Can Company's Chairman and Chief Executive Officer, added: "Suiza Foods has consistently demonstrated its ability to create value and accelerate growth in its operations through accretive acquisitions in fragmented industries. There are outstanding opportunities to pursue that strategy in the HDPE packaging market, as well as build on Continental Can's European packaging operations. The combined operations have the potential to advance our leadership positions in our markets and achieve exceptional growth." The proposed transaction is subject to customary conditions, including approval by the shareholders of Continental Can Company, Inc. and successful completion of regulatory review under the Hart-Scott-Rodino Act. Donaldson, Lufkin & Jenrette Securities Corporation served as financial advisor to Suiza Foods Corporation and Continental Can Company, Inc. Continental Can Company, headquartered in Norwalk, CT, manufactures plastic and metal containers for food, beverages and household products, and is expected to report fiscal 1997 revenues of approximately $530 million. Suiza Foods is a Dallas-based company with leading positions in the dairy, plastic packaging and packaged ice industries. Its principal holdings are in fluid dairy processing, refrigerated, shelf-stable and frozen food products, packaged ice and plastic containers and include Suiza Dairy and the Garrido Coffee Company in Puerto Rico, Morningstar Foods, Inc., -MORE- 3 SUIZA FOODS ANNOUNCES ACQUISITION OF CONTINENTAL CAN CO. -PAGE 3- Country Fresh, Inc. in Michigan, Velda Farms Dairy in Florida, Swiss Dairy in California, Model Dairy in Nevada, Dairy Fresh in North Carolina, Country Delite Farms in Tennessee, Garelick Farms in New England, Franklin Plastics, and Reddy Ice, the largest packaged ice company in the United States. Statements in this press release other than statements of historical fact may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, as well as Suiza's future financial condition and results, are subject to inherent risks and uncertainties, and actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (i) a lack of suitable acquisition candidates at acceptable prices and other limitations on Suiza's ability to pursue its acquisition strategy, (ii) significant competition, (iii) fluctuating raw material costs, (iv) limitations arising from Suiza's substantial indebtedness, (v) government regulation, and (vi) various risks related to the proposed Continental Can acquistion, including the risk that expected cost savings cannot be fully realized, that revenues following the mergers are lower than expected, and that costs or difficulties related to integrating the combined businesses are greater than expected. Additional information concerning these and other risk factors are contained in Suiza's latest Annual Report on Form 10-K and in each of Suiza's other recent filings with the Securities and Exchange Commission (SEC), copies of which are available from the SEC and can be obtained from Suiza upon request. ### EX-99.2 3 PRESENTATION MATERIALS 1 [SUIZA FOODS LOGO] [CONTINENTAL LOGO] ANALYST AND INVESTOR PRESENTATION January 1998 2 TRANSACTION SUMMARY - ----------------------------------------------------------------------------- Terms: 0.629 Shares of Suiza Foods for Each Share of Continental Can Structure: Tax-free Merger Transaction Value: $345 million Implied Price per Share: $40.65 (1/14/98 close) Suiza Shares Issued: 2.0 million Suiza Options and Warrants Issued: 0.5 million Equity Market Capitalization (post): $2.1 billion Expected Closing: 2nd Quarter 1998 Financial Impact: Accretive to 1998 E.P.S. [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 3 SUIZA ORGANIZATIONAL STRUCTURE - ------------------------------------------------------------------------------- [CHART] SUIZA FOODS ------------------------- - - SUIZA DAIRY GROUP - ------------------- ---------------- - - - - EIGHT REDDY MORNINGSTAR FRANKLIN REGIONAL ICE PLASTICS DAIRY OPERATIONS [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 4 SUIZA PACKAGING STRATEGY =============================================================================== - - Participate in the Consolidation of the Highly Fragmented Consumer Goods Packaging industry - - Quickly Establish Significant Packaging Industry Presence - - Pursue Consolidating or Add-on Acquisitions in Existing Markets - - Acquire Operations and Product Lines in New Markets - - Develop Sufficient Scale to Achieve Efficiencies in: - Purchasing - Manufacturing and distribution - Research & Development - - Increase Volume Through New and Existing Customers [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 5 ACQUISITION CREATES PLATFORM TO IMPLEMENT PACKAGING GROWTH STRATEGY =============================================================================== - - Combination Provides Suiza with a Platform and Significant Presence in the Consumer Goods Packaging Industry - Places Suiza Among The Top HDPE Packaging Companies - - Leading Market Positions with Diverse, Blue-Chip Customer Base - - Significantly Expands Manufacturing and Distribution Network - - Strong Internal Growth Prospects and Accretive Acquisition Opportunities - - Increases Financial Strength and Earnings Power - ----------------- [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 6 ATTRACTIVE INDUSTRY DYNAMICS AND TRENDS ================================================================================ - - Consolidating $20 Billion(1), Highly Fragmented U.S. Plastic Packaging Market - - Scale Provides Efficiencies and Benefits - - Industry Growth Driven By: - Fundamental Shift from Approximate $45 Billion(1) Traditional Packaging Forms Market (Paper, Metal, Glass) to Plastics - Increased Trends Toward Outsourcing - Strong Underlying Growth in Food & Beverage and Household Segments - - Packaging Market in Europe is also Consolidating - Shift to Plastic Packaging lags U.S. Market - ---------------- (1) Source: Merrill Lynch Research [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 7 ACQUISITION FITS WITH SUIZA CONSOLIDATION STRATEGY =============================================================================== - - Consolidation Taking Place in Highly Fragmented U.S. Bottle Blowmolding Industry [GRAPH] OVER $400 MILLION - 6 COMPANIES $75 - $400 MILLION - 18 COMPANIES UNDER $75 MILLION - 145 COMPANIES - ---------------------- Source: Plastic News and Management Estimates. [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 8 PLASTIC PACKAGING IS FASTEST GROWING SEGMENT - ----------------------------------------------------------------------------- U.S. Packaging Market(1) ------------------------------------------ [GRAPH] [GRAPH] $48.7B (3.7% CAGR) $65.1B Other Other Glass Glass Metals Metals Plastics (8.2% CAGR) Plastics 1988 1996 - ------------------------- (1) Source: Merrill Lynch Research [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 9 ACQUISITION PROVIDES SIGNIFICANT SYNERGISTIC OPPORTUNITIES WITH SUIZA - ----------------------------------------------------------------------------- * Strategic Fit with Franklin Plastics * Enhances Suiza's Packaging Innovation Efforts * Packaging Innovation Will Benefit Dairy Sector * Suiza's Dairy Growth Will Create Internal Growth in Plastic Packaging * Combined Entity Strengthens Relationships with Suppliers and Customers [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 10 ACQUISITION ENHANCES EXISTING PACKAGING BUSINESS - ----------------------------------------------------------------------------- Franklin Plastics Continental Can - ------------------------------------- -------------------------------------- * Approximately $115 Million 1997 * Approximately $530 Million 1997 Estimated Revenues Estimated Revenues * 5-Year Historical Revenue CAGR * Leading Manufacturer of Plastic of 45% Containers in the U.S. (100% of U.S. Plastic Packaging Revenues) * Significant Near-Term Internal * Nationwide Manufacturing Network Growth * Expanding Geographic Market * Strong Positions in Key Markets Coverage (Food & Juice, Household Chemicals) * Strong Supplier Relationships * Diverse, Blue-Chip Customer Base * Significant Acquisition Pipeline * Track Record of Innovative Product Development * Primarily Dairy and Water Focus * Technologically Advanced Equipment and Facilities [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 11 COMBINATION DIVERSIFIES SUIZA PACKAGING REVENUE BASE - ----------------------------------------------------------------------------- Franklin Plastics Stand-Alone - 1997E --------------------------------------- [PIE CHART] [PIE CHART] [PIE CHART] Other - 2% Plastic - 100% United States - 100% Food & Juice(1) - 98% Franklin Plastics Pro Forma for Continental Can - 1997E ------------------------------------------------------------- [PIE CHART] [PIE CHART] [PIE CHART] Hair Care, - 9% Flexible/ - 12% Europe - 37% Industrial Other and Other United States - 63% Plastic - 60% Food & - 50% Juice(1) Metal - 28% Household - 21% Chemicals Auto. & - 20% Motor Oil - --------------------- (1) Includes Dairy and Water [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 12 COMBINED ENTITY PROVIDES BROAD GEOGRAPHIC MARKET COVERAGE - ----------------------------------------------------------------------------- [MAP] [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 13 COMBINED ENTITY PROVIDES DIVERSIFIED PRODUCTS AND CUSTOMER BASE - ----------------------------------------------------------------------------- [PHOTO] [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 14 ACQUISITION ENHANCES GROWTH STRATEGY - ----------------------------------------------------------------------------- * With 45% Historical CAGR, Suiza Packaging's Goal Is to Become a Leading Manufacturer/Distributor of Plastic Consumer Goods Packaging Products in the U.S. * Combination Enhances Opportunities for: - Plastics Acquisitions in New Markets and Product Lines - Consolidating or Add-on Acquisitions in Existing Markets - Expansion with Greenfield Opportunities and "In-house" Concept - Low-Cost, Efficient Operations and Cost Savings - Increased Presence with Significant Customers, National Accounts [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 15 RAPID REVENUE AND EBITDA GROWTH - ----------------------------------------------------------------------------- ($ in millions) [GRAPH] [GRAPH] REVENUE EBITDA - ----------------------- (1) Fiscal year ended September 30. [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 16 ACQUISITION IS ACCRETIVE TO E.P.S. IN 1998 ============================================================================== - - Transaction is Accretive to 1998 E.P.S. Assuming No Synergies - - Account for as a Purchase - Goodwill Impact Not Substantial - Flexibility to Dispose of Assets if Appropriate - - Potential Synergies - Elimination of Public Company Costs - Redundant Administrative Costs - Consolidation of Insurance Costs - Rationalization of Operations [SUIZA FOODS LOGO] [CONTINENTAL LOGO] 17 POWERFUL PLATFORM TO CREATE LEADING CONSUMER PRODUCTS PACKAGING COMPANY - ----------------------------------------------------------------------------- * Accretive Transaction * Complements Suiza's Successful Growth Strategy in Highly Fragmented Distribution-Oriented Dairy Business * Leading Market Positions with Diverse, Blue-Chip Customer Base * Attractive Industry Fundamentals Providing Significant Growth Opportunities * Extensive Manufacturing and Distribution Network [SUIZA FOODS LOGO] [CONTINENTAL LOGO] -----END PRIVACY-ENHANCED MESSAGE-----