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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):
January 11, 2000 (January 1, 2000)
Suiza Foods Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-12755 75-2559681
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
2515 McKinney Avenue, LB 30, Suite 1200
Dallas, Texas 75201
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(214) 303-3400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective January 1, 2000, Suiza Foods Corporation ("Suiza") entered
into a joint venture with Dairy Farmers of America ("DFA") in which Suiza and
DFA combined certain of their domestic fluid dairy operations into Suiza Fluid
Dairy Group, L.P. (the "Venture"). DFA received a 33.8% ownership interest in
the Venture in exchange for the contribution of the operations of Southern Foods
Group, L.P. ("Southern Foods") and for the contribution of its investments in
its other joint ventures with Suiza: Suiza GTL, LLC and Suiza SoCal, LLC. In
connection with this transaction, the Venture also acquired the ownership
interest in Southern Foods held by Pete Schenkel, who joined the Board of
Directors of Suiza upon the closing of this transaction. Suiza received a 66.2%
ownership interest in the Venture in exchange for the contribution of Suiza's
domestic fluid dairy operations. The ownership interests received by Suiza and
DFA were determined by negotiation between the parties. Suiza will continue to
own and operate its Morningstar and Puerto Rico dairy operations outside of the
Venture. This transaction will be recorded by Suiza under the purchase method
of accounting. The deemed purchase price for the acquisition of Southern Foods
has not been determined at this time, pending a valuation of Southern Foods.
Simultaneously with the closing of the acquisition, the Venture entered
into a new $1.61 billion credit facility and borrowed approximately $1.1 billion
under this new facility. The Venture distributed a portion of the borrowings
under the new credit facility to DFA and to Suiza. DFA used its portion of the
distributed funds to repay certain existing obligations of Southern Foods.
Suiza used its portion of the distributed funds to repay certain existing
obligations of Suiza, including to redeem $100 million aggregate stated amount
of mandatorily redeemable trust issued preferred securities held by DFA. Suiza
also terminated its existing senior credit facility and replaced it with a new
$300
million senior credit facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with the Southern Foods
acquisition are not included in this initial report but will be filed not later
than 60 days after the date this report is required to be filed.
(b) Pro Forma Financial Information
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the
pro forma financial information required in connection with the Southern Foods
acquisition are not included in this initial report but will be filed not later
than 60 days after the date this report is required to be filed.
(c) Exhibits
4.1 Registration Rights Agreement, dated as of January 1, 2000,
between Suiza Foods Corporation, Dairy Farmers of America,
Inc. and Mid-Am Capital, L.L.C.
10.1 Credit Agreement dated as of January 4, 2000 among Suiza Fluid
Dairy Group, L.P. and Southern Foods Group, L.P. as Borrowers,
certain domestic subsidiaries of the parent borrower, the
Lenders parties thereto, First Union National Bank as
Administrative Agent, Bank One, NA as Syndication Agent, Bank
of America, N.A. and Fleet National Bank as Co-Documentation
Agents and First Union Securities, Inc. and Bank One Capital
Markets, Inc., as Co-Book Runners.
10.2 Credit Agreement dated as of January 4, 2000 among Suiza Foods
Corporation as Borrower, certain domestic subsidiaries of the
Borrower as Guarantors, the Lenders parties thereto, First
Union National Bank as Administrative Agent, Bank One, NA as
Syndication Agent, Bank of America, N.A. and Fleet National
Bank as Co-Documentation Agents, and First Union Securities,
Inc. and Bank One Capital Markets, Inc., as Co-Book Runners.
10.3 Amended and Restated Limited Partnership of Suiza Fluid Dairy
Group, L.P.
99.1 Press Release dated as of January 4, 2000.
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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: January 11, 2000 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 No. Description
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4.1 Registration Rights Agreement, dated as of January 1, 2000,
between Suiza Foods Corporation, Dairy Farmers of America,
Inc. and Mid-Am Capital, L.L.C.
10.1 Credit Agreement dated as of January 4, 2000 among Suiza Fluid
Dairy Group, L.P. and Southern Foods Group, L.P. as Borrowers,
certain domestic subsidiaries of the parent borrower, the
Lenders parties thereto, First Union National Bank as
Administrative Agent, Bank One, NA as Syndication Agent, Bank
of America, N.A. and Fleet National Bank as Co-Documentation
Agents and First Union Securities, Inc. and Bank One Capital
Markets, Inc., as Co-Book Runners.
10.2 Credit Agreement dated as of January 4, 2000 among Suiza Foods
Corporation as Borrower, certain domestic subsidiaries of the
Borrower as Guarantors, the Lenders parties thereto, First
Union National Bank as Administrative Agent, Bank One, NA as
Syndication Agent, Bank of America, N.A. and Fleet National
Bank as Co-Documentation Agents, and First Union Securities,
Inc. and Bank One Capital Markets, Inc., as Co-Book Runners.
10.3 Amended and Restated Limited Partnership of Suiza Fluid Dairy
Group, L.P.
99.1 Press Release dated as of January 4, 2000.