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FILED BY SUIZA FOODS
CORPORATION PURSUANT TO
RULE 425 OF THE SECURITIES
ACT OF 1933 AND DEEMED
FILED PURSUANT TO RULE
14a-12 OF THE SECURITIES
EXCHANGE ACT OF 1934
SUBJECT COMPANY: DEAN FOODS COMPANY
COMMISSION FILE NO. 333-64936
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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 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 have filed with the SEC a preliminary joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. In addition, Suiza and Dean Foods will prepare and file a
definitive joint proxy statement/prospectus and other relevant documents
concerning the proposed merger transaction. INVESTORS ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, AND ANY
AMENDMENTS OR SUPPLEMENTS TO THE DEFINITIVE
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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 definitive 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, definitive 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 2001 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.
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The communication filed herewith is the contents of a letter
sent on September 6, 2001 to employees of Suiza Foods Corporation.
* * * * *
[Letterhead of Suiza Foods Corporation]
September 6, 2001
[Employee Name]
[Employee Address]
[Employee Address]
Re: Upcoming Special Meeting of Suiza Shareholders
Dear Fellow Employee and Shareholder:
Hopefully by now you have received your proxy materials for the special
meeting of shareholders that we will hold on September 21, 2001 in connection
with our pending acquisition of Dean Foods.
In order for the proposals to be approved, we need the affirmative vote
of a majority of the shares with voting power present (in person or by proxy) at
the meeting. EACH AND EVERY VOTE IS IMPORTANT - NO MATTER HOW MANY SHARES YOU
OWN!
Our Board of Directors has unanimously approved each of the proposals
to be considered at the meeting, and recommends that you vote FOR each proposal.
The proposals are:
[ ] A proposal to approve the issuance of our stock to Dean's
stockholders in the merger and the reservation of an additional
number of shares of our common stock for issuance after the merger
pursuant to stock-based awards outstanding at the time of the
merger under Dean's stock awards plans, all as contemplated by the
merger agreement,
[ ] If the merger is approved, a proposal to adopt Dean's 1989 Stock
Awards Plan and the reservation of 1,894,864 shares of Suiza's
common stock for issuance after the merger pursuant to that plan,
and
[ ] If the merger is approved, a proposal to increase the number of
shares of Suiza's common stock reserved for issuance under Suiza's
1997 Stock Option and Restricted Stock Plan from 7.5 million
shares to 12.5 million shares.
If you haven't voted yet, please vote today! If you have not received
your proxy materials, or if you have misplaced your materials, please call Angie
Miro today at 1-800-431-9214 and she will provide you with new voting
instructions.
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Thank you for your continued support.
Sincerely,
/s/ GREGG L. ENGLES
Gregg L. Engles
Chairman of the Board and Chief Executive Officer