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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):
March 9, 1998 (February 20, 1998)
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
INCORPORATION) IDENTIFICATION NO.)
3811 Turtle Creek Blvd., Suite 1300
Dallas, Texas 75219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(214) 528-0939
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 20, 1998, Suiza completed the acquisition of Land-O-Sun
Dairies, L.L.C., ("Land-O-Sun") for a purchase price of approximately $248
million, consisting of approximately $128 million in cash, $100 million of trust
issued redeemable convertible preferred securities of Suiza Capital Trust and
$20 million of Land-0-Sun preferred interests. In addition, Suiza refinanced
Land-O-Sun's existing outstanding long-term indebtedness, which totaled
approximately $52 million as of the closing date. In connection with the
issuance of the trust issued redeemable convertible preferred securities, Suiza
Capital Trust acquired $100 million in aggregate principal amount of convertible
subordinated debentures issued by Suiza. The Company financed the cash portion
of the purchase price and the refinancing of existing long-term indebtedness
with borrowings under its senior credit facility with a group of banks led by
First Union National Bank and First National Bank of Chicago. Land-O-Sun is
based in Johnson City, Tennessee and operates 13 fluid dairy and ice cream
processing facilities in Tennessee, North Carolina, South Carolina, Georgia,
Illinois, Kentucky and Virginia. Land-O-Sun recorded net sales of approximately
$464 million for its fiscal year ended December 31, 1997. The Land-O-Sun
acquisition was accounted for using the purchase method of accounting.
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 Land-O-Sun
acquisition are not included in this initial report but will be filed not later
than 60 days after the date hereof.
(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 Land-O-Sun
acquisition are not included in this initial report but will be filed not later
than 60 days after the date hereof.
(c) Exhibits
2.1 Membership Interest Purchase Agreement and Recapitalization
Agreement, dated as of January 31, 1998, by and among Suiza
Foods Corporation, Dairy Farmers of America, Inc., DFA
Investment Company and Land-O-Sun Dairies, Inc.
2.2 First Amendment to Membership Interest Purchase Agreement and
Recapitalization Agreement, dated as of February 20, 1998, by
and among LOS Holdings, Inc. (as assignee of Suiza Foods
Corporation), Dairy Farmers of America, Inc., DFA Investment
Company and LOS Dairies, Inc. (as assignee of Land-O-Sun
Dairies, Inc.).
10.1 Indenture, dated as of February 20, 1998, between Suiza Foods
Corporation, as Issuer, and Wilmington Trust Company, as
Trustee.
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10.2 Amended and Restated Declaration of Trust of Suiza Capital
Trust, dated as of February 20, 1998.
10.3 5% Convertible Subordinated Debenture due 2018, issued by
Suiza Foods Corporation to Suiza Capital Trust on February
20, 1998.
10.4 Certificate for Preferred Securities of Suiza Capital Trust,
issued to DFA Investment Company on February 20, 1998.
10.5 Certificate for Common Securities of Suiza Capital Trust,
issued to Suiza Foods Corporation on February 20, 1998.
10.6 Preferred Securities Guarantee Agreement of Suiza Foods
Corporation, dated as of February 20, 1998.
10.7 Registration Rights Agreement, dated as of February 20, 1998,
between DFA Investment Company and Suiza Foods Corporation.
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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: March 9, 1998 SUIZA FOODS CORPORATION
By: /s/ Tracy L. Noll
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Tracy L. Noll
Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBERS DESCRIPTION
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2.1 Membership Interest Purchase Agreement and Recapitalization
Agreement, dated as of January 31, 1998, by and among Suiza
Foods Corporation, Dairy Farmers of America, Inc., DFA
Investment Company and Land-O-Sun Dairies, Inc.
2.2 First Amendment to Membership Interest Purchase Agreement and
Recapitalization Agreement, dated as of February 20, 1998, by
and among LOS Holdings, Inc. (as assignee of Suiza Foods
Corporation), Dairy Farmers of America, Inc., DFA Investment
Company and LOS Dairies, Inc. (as assignee of Land-O-Sun
Dairies, Inc.).
10.1 Indenture, dated as of February 20, 1998, between Suiza Foods
Corporation, as Issuer, and Wilmington Trust Company, as
Trustee.
10.2 Amended and Restated Declaration of Trust of Suiza Capital
Trust, dated as of February 20, 1998.
10.3 5% Convertible Subordinated Debenture due 2018, issued by
Suiza Foods Corporation to Suiza Capital Trust on February
20, 1998.
10.4 Certificate for Preferred Securities of Suiza Capital Trust,
issued to DFA Investment Company on February 20, 1998.
10.5 Certificate for Common Securities of Suiza Capital Trust,
issued to Suiza Foods Corporation on February 20, 1998.
10.6 Preferred Securities Guarantee Agreement of Suiza Foods
Corporation, dated as of February 20, 1998.
10.7 Registration Rights Agreement, dated as of February 20, 1998,
between DFA Investment Company and Suiza Foods Corporation.