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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):
May 3, 2001 (March 31, 2001)
Suiza Foods Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-12755 75-2559681
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
2515 McKinney Avenue, LB 30, Suite 1200
Dallas, Texas 75201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(214) 303-3400
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ITEM 5. OTHER EVENTS.
MERGER AGREEMENT WITH DEAN FOODS COMPANY
On May 3, 2001, Suiza Foods Corporation (the "Company") issued a press
release, a copy of which is filed herewith as Exhibit 99.1, announcing
its earnings for the quarter ended March 31, 2001.
CAUTIONARY LEGENDS
Some of the statements in this document are "forward-looking" and are
made pursuant to the safe harbor provision of the Securities Litigation
Reform Act of 1995. These "forward-looking" statements include
statements relating to (1) the impact the companies expect the proposed
transaction to have on earnings per share, (2) the companies'
expectations about their ability to successfully integrate the combined
businesses, (3) the amount of cost savings and overall operational
efficiencies the companies expect to realize as a result of the
proposed transaction, (4) when the companies expect to close the
proposed transaction, (5) the level of divestitures necessary to obtain
regulatory approval, (6) the companies' projected combined sales,
EBITDA and margins, (7) the ability of the companies to implement and
continue branding initiatives and product innovations in a cost
effective manner, (8) the ability of the companies to obtain financing
for the transaction upon the terms contemplated, and (9) the ability to
meet their stated financial goals. These statements involve risks and
uncertainties which may cause results to differ materially from those
set forth in these statements. The ability to achieve the earnings per
share projected and to realize projected cost savings and operational
efficiencies is dependent upon their ability in the time periods
projected, to (i) consolidate or reduce certain administrative or
centralized functions, (ii) obtain certain goods and services more cost
effectively, (iii) shift production and distribution between operating
locations without disruption in their operations or in their relations
with their customers, and (iv) close the proposed transactions on the
terms contemplated. The ability to close the proposed transaction in
the third quarter is subject to receipt of shareholder approval and
regulatory approval. The level of divestitures necessary to obtain
regulatory approval of the transaction is subject to the extent of
competition in the various markets in which the combining companies
operate, as determined by the Department of Justice, other regulatory
authorities and potentially, state and federal courts. The ability of
the companies to achieve projected combined sales, EBITDA and margins
is dependent upon the ability of the combining companies to maintain
their existing customer and other business relationships or to replace
such customers or business relationships with other comparable
relationships and upon economic, governmental and competitive
conditions generally. The ability of the companies to obtain financing
and the terms of such financing is subject to the financial condition
and operating performance of each of the combining companies prior to
closing and to economic and financial market conditions generally.
Other risks affecting the business of the companies are identified in
their filings with the Securities and Exchange Commission, including
the Suiza Foods Annual
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Report on Form 10-K for the year ended December 31, 2000 and the Dean
Foods Annual Report on Form 10-K for the year ended May 28, 2000. All
forward-looking statements in this press release speak only as of the
date hereof. Suiza and Dean Foods expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any such
statements to reflect any change in their expectations or any changes
in the events, conditions or circumstances on which any such statement
is based.
Other Legal Information
Suiza and Dean Foods expect to file with the SEC a joint proxy
statement/prospectus and other relevant documents concerning the
proposed transaction. Investors are urged to read the joint proxy
statement/prospectus when its becomes available and any amendments or
supplements to the joint proxy statement/prospectus as well as any
other relevant documents filed with the SEC, because they will contain
important information concerning the proposed transaction. Investors
will be able to obtain the joint proxy statement/prospectus and other
documents filed with the SEC free of charge at the SEC's website (http:
//www.sec.gov). In addition, the joint proxy statement/prospectus and
other documents filed by Suiza and Dean Foods with the SEC may be
obtained free of charge by contacting Suiza Foods Corporation, 2515
McKinney Avenue, Suite 1200, Dallas, Texas 75201, Attn: Investor
Relations (tel 214-303-3400), or Dean Foods, 3600 North River Road,
Franklin Park, Illinois 60131, Attn: Corporate Secretary (tel
847-678-1680).
Suiza, Dean Foods and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from
the stockholders of Suiza and Dean Foods in connection with the
transaction. The directors and executive officers of Suiza and their
beneficial ownership of Suiza common stock are set forth in the proxy
statement for the 2000 annual meeting of Suiza. The directors and
executive officers of Dean Foods and their beneficial ownership of Dean
Foods common stock are set forth in the proxy statement for the 2000
annual meeting of Dean Foods. You may obtain the proxy statements of
Suiza and Dean Foods free of charge at the SEC's website
(http://www.sec.gov). Stockholders of Suiza and Dean Foods may obtain
additional information regarding the interest of such participants by
reading the joint proxy statement/prospectus when it becomes available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
99.1 Press Release dated as of May 3, 2001.
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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: May 3, 2001 SUIZA FOODS CORPORATION
By: /s/ Lisa N. Tyson
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Lisa N. Tyson
Vice President and Assistant
General Counsel
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated as of May 3, 2001.