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EXHIBIT 99.2
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
ANALYST AND INVESTOR PRESENTATION
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TRANSACTION SUMMARY
Terms: 0.85 Shares of Suiza Foods for Each
Share of Morningstar
Structure: Tax-free, Pooling of Interests
Transaction Value: Approximately $960 million
Implied Price Per Share: $45.85 per share (9/26/97 close)
Suiza Shares Issued: 12.5 million
Suiza Options Issued: 2.9 million
Suiza Shares Outstanding (Post): 30.2 million
Morningstar Ownership of Suiza (Post): Approximately 43%
Equity Market Capitalization (Post): $1.6 billion
Expected Closing: Year-End 1997
Financial Impact: Accretive to 1998 EPS
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER CREATES THE LEADER IN THE DAIRY CASE
o Leading U.S. Manufacturer and Marketer of Products in the
Dairy Case
o Significantly Expands Product Line and Distribution Channels
o Coverage of All Relevant Distribution Channels
o Leverages Nationwide Manufacturing and Distribution Network
o Enhances Internal Growth and Acquisition Opportunities
o Led by Experienced, Focused and Aggressive Management Team
o Increases Financial Strength and Earning Power
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER CREATES DYNAMIC, LEADING FOOD COMPANY
SUIZA
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o $1.5 Billion 1996 Pro Forma Revenues
o Successful Consolidator of Distribution-Oriented Food
Businesses
o Leading Fluid Milk Company
o Extensive DSD Distribution
o Strong Regional Businesses with Significant Market Position
o Impressive Record of Identifying, Acquiring and Integrating
Accretive Transactions
o Experienced Entrepreneurial Management Team
MORNINGSTAR
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o $528 Million 1996 Pro Forma Revenues
o Only National Manufacturer and Distributor of Value-Added
Dairy Products
o Broad Range of Branded and Specialty Refrigerated Products
o High Margin Niche Products with Strong Market Position and
Growth Prospects
o Distributes to Over 160,000 Outlets in all 50 States and 20
Foreign Countries
o Flexible Infrastructure for Future Growth
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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SUIZA'S STRONG REGIONAL AND EXPANDING PORTFOLIO OF BUSINESSES
[MAP]
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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ARE COMPLEMENTED BY MORNINGSTAR'S NATIONWIDE NETWORK
[MAP]
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER ENHANCES SUIZA'S GROWTH STRATEGY
o Enhances Suiza's Ability to Consolidate Fluid Milk Industry
o Morningstar Brings Growth Through New Value-Added and Branded
Product Lines
o Cross-selling Opportunities Increase Penetration in Dairy Case
o Creates Significant Manufacturing and Distribution
Efficiencies
o Enhances Earnings as New Acquisitions Have More Synergy
Potential
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER FITS ATTRACTIVE INDUSTRY DYNAMICS AND TRENDS
o Accelerating Consolidation in Dairy Industry Led by Suiza
[FLUID MILK SALES CHART]
(1) Management estimates of U.S. Dairy Industry.
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER FITS ATTRACTIVE INDUSTRY DYNAMICS AND TRENDS
o $23 Billion Wholesale Fluid Milk Market is Highly Fragmented
and Regional(1)
o Market Segmenting into:
- High Volume Fluid DSD Operations
- Value-added, Longer Shelf Life Corrugated Operations
o More Efficient "One-Stop Shopping" for Dairy Case
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Suiza Will Significantly Increase Its Presence in "Dairy Case"
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(1) Source: Milk Industry Foundation
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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EXPANSIVE COVERAGE OF THE DAIRY CASE
Aerosol
Cottage Cheese
Eggs
Orange Juice
Non-Dairy Creamers
Sour Cream
Egg Substitute
Half and Half
Butter
Lactose-Reduced Milk
Whipping Cream
Yogurt
Fluid Milk
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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SUIZA WILL SELL THROUGH EVERY RELEVANT DISTRIBUTION CHANNEL
FOOD CHANNEL COMBINED COVERAGE # OF OUTLETS SERVED
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Supermarkets X 30,000
Convenience Stores X 30,000
Food Service X 100,000
Club Stores X 700
In-store Bakeries X 30,000
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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ENHANCED INTERNAL GROWTH OPPORTUNITIES
o Morningstar's Product Line has Substantial Internal Growth
Potential
o Morningstar Has High Growth Brands in Attractive Categories
o Suiza Brings High Growth Plastics Business
o Merger Creates Revenue Enhancement Opportunities:
- Cross-selling Through Established Relationships
- Expanded Distribution Channels
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER ENHANCES ACQUISITION RELATED GROWTH STRATEGY
o Suiza Will Continue to:
- Acquire Strong Regional Dairies in New Markets
- Acquire Less Efficient Dairies in Existing Markets
o The Merger Will Also Enable Suiza to:
- Acquire Complimentary Refrigerated, Frozen and Dairy-Related
Food Companies
- Enhance Earnings as New Acquisitions Have More Synergy
Potential
- Consolidate Manufacturing and Distribution within Existing
Markets
o Substantially Increases Borrowing Capacity and Financial Flexibility
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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EXPERIENCED, AGGRESSIVE AND DEEP MANAGEMENT
[ORGANIZATIONAL CHART]
o Combination of Two Highly Successful and Focused Management
Teams
o Optimal Mix of Operational Experience, Strategic Vision, and
Dealmaking Skills
o Management Will Have Significant Ownership in the Combined
Company
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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STRONG FINANCIAL PERFORMANCE FOR SUIZA
($ in millions, except per share data)
[REVENUES CHART] [EPS(1) CHART]
1994 $341.1 1994 $0.95
1995 $430.5 1995 $1.30
1996 $520.9 1996 $1.45
PF 1996(2) $1494.5 PF 1996(2) $2.41
(1) Before extraordinary losses, non-recurring merger and other costs and sale
of tax credits
(2) Pro Forma for completed acquisitions per Form 8-K and adjusted for pending
Country Fresh Acquisition
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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STRONG FINANCIAL PERFORMANCE FOR MORNINGSTAR
($ in millions, except per share data)
[REVENUES CHART] [EPS(1) CHART]
1994 $292.3 1994 $0.62
1995 $304.7 1995 $0.74
1996 $394.3 1996 $0.96
PF 1996(2) $528.1 PF 1996(2) $1.21
(1) Earnings from continuing operations
(2) Pro Forma for acquisition of Presto Foods Products
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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IMPRESSIVE VALUE CREATION
[GRAPH OF SUIZA AND MORNINGSTAR STOCK PRICES VS S&P 500 FROM SUIZA'S IPO DATE]
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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MERGER WILL BE ACCRETIVE IN FISCAL 1998
o Combined Pro Forma 1996 Revenues of $2 Billion
o Substantial Synergies
- $10 Million of Immediate Cost Savings from Redundant
Administrative Costs and Financing Costs
- Additional Near-term Savings from Purchasing, Transportation and
Manufacturing
- Revenue Enhancements
o Substantially Increase Borrowing Capacity
o One-Time (1997) Merger and Related Costs of Approximately $25 Million
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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POWERFUL FIT TO CREATE DYNAMIC, LEADING FOOD COMPANY
o Accretive Transaction
o Formidable National Presence in the Dairy Case
o One of the Fastest Growing Mid-Cap Food Companies in the United States
o Extensive Product Line Sold Through Multiple Channels
o Unmatched Nationwide Manufacturing and Distribution Network
o Substantial and Balanced Growth Opportunities through Acquisitions and
Organic Growth
o Experienced, Focused and Aggressive Management
o Strong Financial Position to Execute Growth Strategy
[SUIZA FOODS LOGO] [THE MORNINGSTAR GROUP LOGO]
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