-----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, WkhVqhAB9Tv+JdHmveTw4PqCSKss0kKUIfw28OuOAN5CEt7EzseU4myhFp7zQecS YK1UBGDASGChnn8AuNRSLw== 0001047469-98-006724.txt : 19980219 0001047469-98-006724.hdr.sgml : 19980219 ACCESSION NUMBER: 0001047469-98-006724 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19980218 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-45749 FILM NUMBER: 98544162 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 S-3/A 1 FORM S-3 As filed with the Securities and Exchange Commission on February 18, 1998. Registration No. 333-45749 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- PRE-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 (I.R.S. Employer Identification No.) incorporation or organization) 3811 TURTLE CREEK BLVD., SUITE 1300 DALLAS, TEXAS 75219 (214) 528-0939 (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 Jon L. Mosle 3811 Turtle Creek Blvd. Hughes & Luce, L.L.P. Suite 1300 1717 Main Street, Suite 2800 Dallas, Texas 75219 Dallas, Texas 75201 (214) 528-0939 (214) 939-5500 (Name, address, and telephone number, including area code, of agent for service) ---------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. 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: / / CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED TO BE AGGREGATE PRICE AGGREGATE REGISTRATION REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE - ---------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,547,629 $60.9375 (3) $94,308,642(3) $28,578.38(4) - ---------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate additional amount of shares of Common Stock to be offered or sold pursuant to the antidilution provisions of the 1994 Incentive and Nonstatutory Stock Option Plan and the Stock Option Agreement underlying a portion of the shares registered herein. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based upon the high and low price per share of Suiza Foods Corporation on January 30, 1998, as reported by the New York Stock Exchange. (4) Previously paid. ---------------- 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. SUIZA FOODS CORPORATION 1,547,629 SHARES COMMON STOCK ------------------------ This Prospectus relates to an offering of up to 1,547,629 shares of common stock, par value $.01 per share (the "Common Stock"), of Suiza Foods Corporation, a Delaware corporation (the "Company" or "Suiza Foods"). The Common Stock being registered is being offered for the account of C. Dean Metropoulos, a stockholder of the Company (the "Selling Stockholder"). See "Selling Stockholder." The shares underlying this offering have already been issued to the Selling Stockholder, or will have been issued to the Selling Stockholder prior to their sale pursuant to this Prospectus. This offering is not part of the original issuance of the shares of Common Stock, and the Company will not receive any proceeds from the sale of shares of Common Stock offered hereby. The shares may be offered in transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions, or through a combination of such methods of distribution, at prices relating to the prevailing market prices or at negotiated prices. See "Plan of Distribution." The Common Stock is quoted on the NYSE under the symbol "SZA." On February 13, 1998 the last sale price of the Common Stock, as reported on the NYSE, was $62.50 per share. ------------------------ The Common Stock offered hereby involves a high degree of risk. See "Risk Factors" beginning on page 5. ------------------------ 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 ------------------------ No dealer, salesman or any other person has been authorized to give any information or to make and representations in connection with this offering other than those contained in this Prospectus and, if given or made, such other information and representations must not be relied upon as having been authorized by the Company or the Selling Stockholder. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, any securities other than the registered securities to which it relates. This Prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, such securities in any circumstances in which such offer or solicitation is unlawful. ------------------------ The date of this Prospectus is February 16, 1998. AVAILABLE INFORMATION The Company is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements, information statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements, information statements, and other information filed by the Company with the Commission pursuant to the requirements of the Exchange Act may be inspected and copied at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and at the following regional offices of the Commission: New York Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048; and Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60606. Copies of such material may be obtained from the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company is a publicly held corporation and its Common Stock is traded on the NYSE under the symbol "SZA." Reports, proxy statements, information statements and other information can also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. The Commission maintains a Web site that contains reports, proxy statements, information statements and other information regarding the Company. The Commission's Web site address is http://www.sec.gov. The Company intends to furnish its stockholders with annual reports containing audited financial statements and such other periodic reports as it may determine to furnish or as may be required by law. The Company has filed with the Commission a Registration Statement on Form S-3, (together with all exhibits thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all information set forth in the Registration Statement. Certain parts of the Registration Statement have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement which can be inspected at the public reference rooms at the offices of the Commission. 2 DOCUMENTS INCORPORATED BY REFERENCE The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Requests should be directed to: Suiza Foods Corporation 3811 Turtle Creek Blvd. Suite 1300 Dallas, Texas 75219 Attn: Corporate Secretary (214) 528-0939 The following documents previously filed with the Commission pursuant to the Securities Act and the Exchange Act are incorporated herein by reference and shall be deemed a part hereof: (i) The audited financial statements of Pre-Acquisition Velda Farms, Garrido & Compania, Inc. and Subsidiaries, Swiss Dairy, a Corporation and Model Dairy, Inc. included in the Company's Final Prospectus dated January 22, 1997 and filed with the Commission pursuant to Rule 424(B) on January 23, 1997 (File No. 333-18263). (ii) The Company's Annual Report on Form 10-K, which contains audited financial statements for the fiscal year ended December 31, 1996 (File No. 1-12755). (iii) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 (File No. 1-12755). (iv) The Company's Current Report on Form 8-K filed July 14, 1997 (as amended on August 22, 1997), which includes the audited financial statements of Dairy Fresh, L.P. and The Garelick Companies, and the Company's Current Reports on Form 8-K filed September 29, 1997, October 31, 1997, December 10, 1997 and January 15, 1998 (File No. 1-12755). (v) The audited financial statements of Country Fresh, Inc. included in the Company's Registration Statement on Form S-4, as amended (File No. 333-37861). (vi) The description of the Common Stock contained in the Company's registration statement on Form 8-A, dated February 19, 1997 (File No. 1-12755), including any amendment or reports filed for the purpose of updating such description. (vii) The Morningstar Group Inc. ("Morningstar") Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 0-19075). 3 (viii) Morningstar's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 (File No. 0-19934). (ix) Morningstar's Current Report on Form 8-K filed December 3, 1996 (as amended February 18, 1997), which includes the audited financial statements of Presto Foods, Inc. and affiliates, and Morningstar's Current Report on Form 8-K filed September 29, 1997 (File No. 0-19075). All documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering relating to this Prospectus will be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement incorporated or deemed to be incorporated by reference herein will be deemed to be modified, replaced, or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 4 THE COMPANY Suiza Foods is a leading manufacturer and distributor of fresh milk and related dairy products, plastic containers and packaged ice in the United States. Each of the Company's operating subsidiaries is a strong competitor with an established reputation for customer service and product quality. The Company's dairy and ice subsidiaries market their products through extensive distribution networks to a diverse group of customers, including convenience stores, grocery stores, schools and institutional food service customers. The Company's customers in the plastic container business include regional dairy manufacturers, bottled water processors and other beverage manufacturers. The Company also manufactures, distributes and markets refrigerated, shelf-stable and frozen food products. The Company has grown primarily through acquisitions. Through these acquisitions, the Company has realized economies of scale and operating efficiencies by eliminating duplicative manufacturing, distribution, purchasing and administrative operations. The Company is a Delaware corporation with its principal offices located at 3811 Turtle Creek Boulevard, Suite 1300, Dallas, Texas 75219 (telephone number 214-528-0939). RISK FACTORS ANY INVESTMENT IN THE COMMON STOCK HEREBY INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY AND SHOULD CONSIDER, AMONG OTHER THINGS, THE RISKS AND THE SPECULATIVE FACTORS INHERENT IN AND AFFECTING THE COMPANY'S BUSINESS DESCRIBED BELOW AND THROUGHOUT THIS PROSPECTUS. RISKS ASSOCIATED WITH ACQUISITION STRATEGY The Company's strategy is to continue to expand its dairy, ice, food distribution and packaging businesses primarily through acquisitions of strong regional operators in new markets and consolidating or add-on acquisitions in its existing markets. The Company will evaluate specific acquisition opportunities based on market conditions and economic factors existing at the time and intends to pursue favorable opportunities as they arise. The Company may encounter increased competition for acquisitions in the future, which could result in acquisition prices that the Company does not consider acceptable. There can be no assurance that the Company will find suitable acquisition candidates at acceptable prices or succeed in integrating acquired businesses into it's existing business or in retaining key customers of acquired businesses. There can also be no assurance that the Company will have sufficient available capital resources to realize its acquisition strategy. Although the Company often acquires operations in new markets requiring minimal integration, the success of the Company's acquisition strategy is also dependent on the ability of the Company to integrate add-on acquisitions into the Company's existing operations in established markets. In addition, the Company's recent growth has placed, and is expected to 5 continue to place, a significant strain on its management, operational and financial resources. There can be no assurance that the integration of these operations and future acquired operations will not result in unforeseen difficulties, or require the investment of capital or absorb significant management resources at levels higher than that anticipated by management, or that the Company will realize meaningful economies of scale or operating efficiencies from its acquisitions. The failure of the Company to successfully integrate acquired operations could have a material adverse effect on the Company. COMPETITION The Company's regional dairy businesses are subject to significant competition from regional dairy operations and large national food service distributors that operate in the Company's markets. Competition in the dairy processing, fruit drink and food distribution businesses is based primarily on service, price, brand recognition, quality and breadth of product line. Certain of the Company's competitors are large, well capitalized and may have greater financial, operational and marketing resources than the Company. The dairy industry has excess capacity and has been in the process of consolidation for many years. Excess capacity has resulted from the development of more efficient manufacturing techniques, the establishment of captive dairy manufacturing operations by large grocery retailers and relatively little growth in the demand for fresh milk products. Any expansion of production capacity in one of the Company's regional markets could have an adverse effect on the Company's operations. The plastic container manufacturing industry is also subject to significant competition. the Company competes with larger independent manufacturing companies and vertically integrated food and industrial companies that operate captive plastic container manufacturing facilities. The primary competitive factors in the plastic container manufacturing industry are price, quality and service. Many of the Company's competitors in the plastics industry are larger and better capitalized than the Company, and have greater resources than the Company. The packaged ice business is also highly competitive. The Company faces a number of competitors in the packaged ice business, including smaller independent ice manufacturers, convenience and grocery retailers that operate captive commercial ice plants and retailers that manufacture and package ice at store locations. Competition exists primarily on a regional basis, with service, price and quality as the principal competitive factors. A significant increase in the utilization of captive commercial ice plants or on-site manufacturing by operators of large retail chains served by the Company could have an adverse effect on the Company's operations. SUBSTANTIAL INDEBTEDNESS The Company has substantial indebtedness. In connection with its acquisition of Country Fresh and Morningstar in November 1997, the Company increased the size of its senior credit facility from $700.0 million to $1.25 billion in the aggregate. 6 The senior credit facility and related debt service obligations may (i) limit the Company's ability to obtain additional financing in the future; (ii) require the Company to dedicate a significant portion of its cash flow to the payment of principal and interest on its indebtedness, thereby reducing the funds available to the Company for other purposes; (iii) limit the Company's flexibility in planning for, or reacting to, changes in its business and market conditions; and (iv) impose additional financial and operational restrictions on the Company, including restrictions on dividends. The Company's ability to make scheduled payments on its indebtedness depends on its financial and operating performance, which is subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond the Company's control. The Company has pledged the stock of its subsidiaries to secure its indebtedness under the senior credit facility. The failure of the Company to comply with the financial and other restrictive covenants under the senior credit facility may result in an event of default which, if not cured or waived, could have a material adverse effect on the Company. The Company has entered into various interest rate agreements to reduce its exposure to interest rate fluctuations under the senior credit facility, which have the effect of fixing the Company's interest rate with respect to a portion of its indebtedness under the senior credit facility. The Company remains subject to interest rate risk, however, with respect to a substantial portion of its indebtedness. GOVERNMENT REGULATION; RAW MATERIAL COSTS The supply and price of milk in Puerto Rico are regulated under Puerto Rico law. The government of Puerto Rico establishes an industry-wide production ceiling and sets the prices that may be charged for milk at the dairy farm level and the maximum prices that may be charged at the processor and retail levels. These prices are reviewed, typically on an annual basis, and remain fixed unless changed by the government. The price controls in Puerto Rico make the Company vulnerable to increases in the costs of manufacturing, packaging and distributing its products. There can be no assurance that the Company's operating results will not be adversely affected by price levels set by the government of Puerto Rico. The price of raw milk in the United States fluctuates based on supply and demand, with minimum support prices established monthly on a regional basis by federal or state government agencies. In 1996, Congress passed legislation to phase out support prices over a specified period. There can be no assurance that a material increase in milk prices in the United States will not occur or that any such increase would not reduce the profitability of the Company's operations. As a manufacturer and distributor of food products, the Company is subject to federal, state and local laws and regulations governing the manufacture (including composition and ingredients), labeling, packaging and safety of food. The Federal Food and Drug Administration and various state and local agencies are authorized to enforce these laws and regulations by inspecting the Company's facilities and requiring remedial action where necessary. Although the Company maintains quality control programs designed to address these issues, an actual or perceived problem with the quality or safety of products at any of the Company's facilities could 7 lead to product withdrawals, product recalls, remediation expenses, temporary plant closings and related negative publicity, any of which could have a material adverse effect on the Company. The Company's operations are also subject to other federal, Puerto Rico, state and local governmental regulation. DEPENDENCE ON KEY PERSONNEL The future success of the Company's business operations is dependent in part on the efforts and skills of certain key members of management, including Gregg L. Engles, Chairman and Chief Executive Officer of the Company. The loss of any of its key members of management could have an adverse effect on the Company. The Company has not obtained key man life insurance with respect to any of its key members of management. LIMITATIONS ON FAVORABLE TAX TREATMENT Under Section 936 of the Code, a portion of the Company's income derived from its dairy, fruit drink and plastic container manufacturing operations in Puerto Rico qualifies for a tax credit that has the effect of reducing or eliminating United States income taxes on income derived from these operations. In the Revenue Reconciliation Act of 1993, the United States Congress imposed certain limitations on the availability of the Section 936 credit. In August 1996, Congress passed the Small Business Job Protection Act of 1996 which contains further restrictions on the availability of Section 936 credits and eliminates Section 936 altogether by December 31, 2005. These limitations, combined with certain other provisions in the Code that govern the allocation among affiliated corporations of credits under Section 936, may limit the amount of tax credits available to Suiza prior to the expiration of Section 936. ANTITAKEOVER PROVISIONS The Company's Charter and the Company's Bylaws contain provisions that may delay, defer or prevent a change in control of the Company. Among other things, these provisions: (i) authorize the Company's Board to issue preferred stock in series with the terms of each series to be fixed by the Company's Board; (ii) divide the Company's Board into three classes so that only approximately one-third of the total number of directors will be elected each year; (iii) permit directors to be removed only for cause; and (iv) specify advance notice requirements for stockholder proposals and director nominations. 8 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Prospectus contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are subject to risks and uncertainties. All statements other than statements of historical fact included or incorporated in this Prospectus, regarding the financial position, business strategy and plans and objectives of management of the Company are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements, are reasonable, it cannot give any assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations ("Cautionary Statements") are disclosed under "Risk Factors" and elsewhere in this Prospectus, including, without limitation, in conjunction with the forward-looking statements included or incorporated herein. 9 SELLING STOCKHOLDER The table below sets forth information with respect to the beneficial ownership of the Company's Common Stock by the Selling Stockholder immediately prior to this offering and as adjusted to reflect the sale of shares of Common Stock pursuant to the offering. All information with respect to the beneficial ownership has been furnished by the Selling Stockholder: Beneficial Ownership Beneficial Ownership Prior to Offering After Offering (3) ---------------------------------- ---------------------- Name of Beneficial Owner Number of Percent of Shares to Number of Percent of - ------------------------ Shares (1) Class (2) be Sold (3)Shares Class ---------- --------- --------- --------- -------- C. Dean Metropoulos 1,547,629 4.7% 1,547,629 -0- -0-
- ------------- * Less than 1%. (1) Includes 1,487,500 shares of Common stock issuable upon exercise of stock options. (2) Computed based on Common Stock outstanding as of February 2, 1998. (3) Assumes all the shares of Common Stock that may be offered are sold. PLAN OF DISTRIBUTION The sale of the Common Stock offered hereby may be effected from time to time directly, or by one or more broker-dealers or agents, in one or more transactions (which may involve crosses and block transactions) on the NYSE, in negotiated transactions, or through a combination of such methods of distribution, at prices related to prevailing market prices or at negotiated prices. If one or more broker-dealers or agents agree to sell the Common Stock, they may do so by purchasing the Common Stock as principals or by selling the Common Stock as agent for the Selling Stockholder. Any such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the Selling Stockholder or the purchasers of the shares of Common Stock for which such broker-dealer may act as agent or to whom they sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary compensation). USE OF PROCEEDS The Company will not receive any proceeds from this offering. LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Hughes & Luce, L.L.P., Dallas, Texas. William A. McCormack, a partner with Hughes & Luce, L.L.P., beneficially owns 41,795 shares of Common Stock. 10 EXPERTS The consolidated financial statements of Suiza Foods Corporation as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996; the financial statements of Pre-Acquisition Velda Farms as of April 9, 1994 and December 31, 1994 and for the period from January 1, 1994 to April 9, 1994 and for the year ended December 31, 1993; the financial statements of Swiss Dairy, a Corporation, as of December 30, 1995 and December 31, 1994 and for each of the three years in the period ended December 30, 1995; and the consolidated financial statements of Country Fresh, Inc. as of March 1, 1997 and March 2, 1996 and for each of the three years in the period ended March 1, 1997, incorporated by reference into this Prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports which are incorporated herein by reference. The consolidated financial statements of Garrido & Compania, Inc. as of June 30, 1996 and 1995 and for each of the years in the three year period ended June 30, 1996 incorporated by reference into this Prospectus have been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their report which is incorporated herein by reference. The financial statements of Model Dairy, Inc. as of October 31, 1995 and 1994 and for the years then ended incorporated by reference into this Prospectus have been audited by Barnard, Vogler & Co., independent auditors, as stated in their report which is incorporated herein by reference. The financial statements of Dairy Fresh, L.P., a Delaware limited partnership, as of December 31, 1996 and 1995 and for the years then ended and the period from July 1, 1994 (date of acquisition) to December 31, 1994, incorporated by reference into this Prospectus have been audited by McGladrey & Pullen, LLP, independent auditors, as stated in their report which is incorporated herein by reference. The combined financial statements of The Garelick Companies, as of September 30, 1996 and 1995 and for each of the three years in the period ended September 30, 1996, incorporated by reference into this Prospectus have been audited by Coopers & Lybrand L.L.P., independent accountants, as stated in their report which is incorporated herein by reference. The consolidated financial statements of the Morningstar Group Inc., as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 incorporated by reference into this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report which is incorporated herein by reference. The combined financial statements of Presto Food Products, Inc. and Affiliate, as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995 incorporated by reference into this Prospectus have been audited by Price Waterhouse LLP, independent auditors, as stated in their report incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon the respective reports of such firms given upon their authority as experts in accounting and auditing. 11 1,547,629 SHARES SUIZA FOODS CORPORATION COMMON STOCK ------------- PROSPECTUS ------------- TABLE OF CONTENTS Page ---- Available Information 2 Documents Incorporated by Reference 3 The Company 5 Risk Factors 5 Cautionary Statement Concerning 9 Forward -Looking Statements Selling Stockholder 10 Plan of Distribution 10 Use of Proceeds 10 Legal Matters 10 Experts 11 February 16, 1998 PART II ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table indicates the estimated expenses to be incurred in connection with the offering described in this Registration Statement, all of which will be paid by the Company. Registration fee $28,578 Accounting fees and expenses 2,500 Legal fees and expenses 5,000 Blue Sky fees and expenses (including counsel fees) 1,000 Miscellaneous expenses 2,022 ------- Total: $39,100 ------- ------- ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Certificate of Incorporation provides that no director of the Company will be personally liable to the Company or any of its stockholders for monetary damages arising from the director's breach of fiduciary duty as a director, with certain limited exceptions. Pursuant to the provisions of Section 145 of the Delaware General Corporation Law, every Delaware corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, against any and all expenses, judgments, fines and amounts paid in settlement and reasonably incurred in connection with such action, suit or proceeding. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct unless the court, in its discretion, believes that in light of all the circumstances indemnification should apply. The Company's Certificate of Incorporation contains provisions requiring it to indemnify its officers and directors to the fullest extent permitted by the Delaware General Corporation Law. II-1 ITEM 16. EXHIBITS. The Exhibits to this Registration Statement are listed in the Index to Exhibits on page II-6 of this Registration Statement, which Index is incorporated herein by reference. ITEM 17. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new II-2 registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-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 Pre-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 16, 1998. SUIZA FOODS CORPORATION By: /s/ TRACY L. NOLL ------------------------------------ Tracy L. Noll Vice President, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/ * Chairman of the Board, Chief February 16, 1998 - ---------------------- Executive Officer and Director Gregg L. Engles (Principal Executive Officer) II-4 Signature Title Date --------- ----- ---- /s/ * Director February 16, 1998 - --------------------------- Alan J. Bernon /s/ * Director February 16, 1998 - --------------------------- Cletes O. Beshears /s/ * Director February 16, 1998 - --------------------------- Gayle O. Beshears /s/ * Director February 16, 1998 - --------------------------- Stephen L. Green /s/ * Director February 16, 1998 - --------------------------- Robert L. Kaminski /s/ * Director February 16, 1998 - --------------------------- David F. Miller, Sr. /s/ * Director February 16, 1998 - --------------------------- John R. Muse Director , 1998 - --------------------------- ----------- Hector M. Nevares /s/ * Director February 16, 1998 - --------------------------- Delton C. Parks /s/ * Director February 16, 1998 - --------------------------- P. Eugene Pender /s/ * Director February 16, 1998 - --------------------------- Robert Piccinini /s/ * Director February 16, 1998 - --------------------------- Jim L. Turner *By: /s/ TRACY L. NOLL ---------------------------------- Tracy L. Noll Attorney-in-Fact II-5 INDEX TO EXHIBITS Exhibit Number Description of Exhibits ------- ----------------------- 4.1 Specimen of Common Stock Certificate. (Filed Exhibit 4.1 to the Company's Registration Statement on Form S-1, Registration No. 333-1858, and incorporated herein by reference.) **5.1 Opinion of Hughes & Luce, L.L.P. **23.1 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1) *23.2 Consent of Deloitte & Touche LLP *23.3 Consent of KPMG Peat Marwick LLP *23.4 Consent of Barnard, Vogler & Co. *23.5 Consent of McGladrey & Pullen, LLP *23.6 Consent of Coopers & Lybrand L.L.P. *23.7 Consent of Arthur Andersen LLP *23.8 Consent of Price Waterhouse LLP **24.1 Power of Attorney (included in Part II of this Registration Statement) - ------------- * Filed herewith. ** Previously filed. II-6 EX-23.2 2 CONSENT OF DELOITTE & TOUCHE EXHIBIT 23.2 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form S-3 (Registration No. 333-45749) of our report on the consolidated financial statements of Suiza Foods Corporation, dated February 18, 1997, appearing in the Annual Report on Form 10-K of Suiza Foods Corporation for the year ended December 31, 1996; and of our reports on the financial statements of Pre-Acquisition Velda Farms, dated November 4, 1994, and Swiss Dairy, a Corporation, dated August 26, 1996 appearing in the final prospectus of Suiza Foods Corporation dated January 22, 1997 and filed with the Securities and Exchange Commission pursuant to Rule 424(B) on January 23, 1997 (File No. 333-18263); and our report on the consolidated financial statements of Country Fresh, Inc., dated May 5, 1997, appearing in the Form S-4 of Suiza Foods Corporation (File No. 333-37861), and to the reference to us under the heading "Experts" in the Prospectus which is part of the Registration Statement. /s/ Deloitte & Touche LLP Dallas, Texas February 16, 1998 EX-23.3 3 CONSENT OF PEAT MARWICK EXHIBIT 23.3 CONSENT OF KPMG PEAT MARWICK LLP We consent to the incorporation by reference in the Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-45749) of Suiza Foods Corporation and the related prospectus of our report dated August 23, 1996, with respect to the consolidated balance sheets of Garrido & Compania, Inc. and Subsidiaries as of June 30, 1996 and 1995, and the related consolidated statements of earnings, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended June 30, 1996, appearing in the final prospectus of Suiza Foods Corporation dated January 22, 1997 and filed with the Securities and Exchange Commission pursuant to Rule 424(B) on January 23, 1997 (File No. 333-18263), and to the reference to us under the heading "Experts" in this Prospectus, which is part of such Registration Statement. /s/ KPMG PEAT MARWICK LLP San Juan, Puerto Rico February 17, 1998 EX-23.4 4 CONSENT OF BARNARD, VOGLER EXHIBIT 23.4 CONSENT OF BARNARD, VOGLER & CO. We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form S-3 (Registration No. 333-45749) of our report dated December 14, 1995, with respect to the balance sheets of Model Dairy, Inc. as of October 31, 1995 and 1994, and the related statements of earnings and retained earnings, and cash flows for the years then ended, appearing in the final prospectus of Suiza Foods Corporation dated January 22, 1997 and filed with the Securities and Exchange Commission pursuant to Rule 424(B) on January 23, 1997 (File No. 333-18263), and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /s/ BARNARD, VOGLER & CO. Reno, Nevada February 16, 1998 EX-23.5 5 CONSENT OF MCGLADREY & PULLEN EXHIBIT 23.5 CONSENT OF MCGLADREY & PULLEN, LLP We hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form S-3 (Registration No. 333-45749) of our report dated March 10, 1997, except for Note 13 as to which the date is July 1, 1997, with respect to the financial statements of Dairy Fresh, L.P., a Delaware limited partnership, included in the Current Report on Form 8-K filed July 14, 1997, as amended on August 22, 1997, of Suiza Foods Corporation, and to the reference to us under the heading "Experts" in the Prospectus which is part of such Registration Statement. /s/ McGLADREY & PULLEN, LLP. Winston-Salem, North Carolina February 17, 1998 EX-23.6 6 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.6 CONSENT OF COOPERS & LYBRAND LLP We hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form S-3 (Registration No. 333-45749) of our report dated July 31, 1997, with respect to the combined financial statements of The Garelick Companies, included in the Current Report on Form 8-K filed July 14, 1997, as amended on August 22, 1997, of Suiza Foods Corporation, and to the reference to us under the heading "Experts" in this Prospectus which is part of such Registration Statement. /s/ COOPERS & LYBRAND L.L.P. Boston, Massachusetts February 16, 1998 EX-23.7 7 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.7 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement of Suiza Foods Corporation on Form S-3 (Registration No. 333-45749) of our report dated February 10, 1997, included in the annual report on Form 10-K of the Morningstar Group Inc. for the year ended December 31, 1996 and to all references to our firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP Dallas, Texas February 17, 1998 EX-23.8 8 CONSENT OF PRICE WATERHOUSE EXHIBIT 23.8 CONSENT OF PRICE WATERHOUSE LLP We hereby consent to the incorporation by reference in the Prospectus constituting part of the Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-45749) of Suiza Foods Corporation of our report dated February 8, 1996 relating to the combined financial statements of Presto Food Products, Inc. and Affiliate, which appears in the Current Report on Form 8-K/A of The Morningstar Group Inc. dated February 18, 1997. We also consent to the incorporation by reference of our report dated February 8, 1996 relating to the Additional Information of Presto Food Products, Inc. and Affiliate, which appears in such Current Report on Form 8-K/A. We also consent to the references to us under the heading "Experts" in such Prospectus. /s/ PRICE WATERHOUSE LLP Los Angeles, California February 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----