SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 10-Q/A Amendment No. 1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ------------------ ------------------. Commission file number 1-12755 SUIZA FOODS CORPORATION -------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 75-2559681 ------------------------------------------------------ (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) 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 NOT APPLICABLE -------------- (Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The registrant had 15,958,260 shares of common stock outstanding as of October 23, 1997. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1* Certificate of Incorporation of the Company 3.2* Certificate of Amendment of Certificate of Incorporation of the Company 3.3* Certificate of Correction of Certificate of Amendment of Certificate of Incorporation 3.4* Certificate of Amendment of Certificate of Incorporation of the Company 3.5* Certificate of Amendment of Certificate of Incorporation of the Company 10.1 Form of Stock Option Agreement for Messrs. Gregg L. Engles, C.O. Beshears, William P. Brick, Gayle O. Beshears, Hector M. Nevares, and Tracy L. Noll under the Suiza Foods Corporation 1995 Stock Option and Restricted Stock Plan 10.2 Form of Stock Option Agreement for Messrs. P. Eugene Pender and Robert Piccinini under the Suiza Foods Corporation 1995 Stock Option and Restricted Stock Plan 10.3 Form of Restricted Stock Agreement for Messrs. C.O. Beshears and William P. Brick under the Suiza Foods Corporation 1995 Stock Option and Restricted Stock Plan 10.4* Suiza Foods Corporation 1997 Stock Option and Restricted Stock Plan 10.5 Form of Stock Option Agreement for Messrs. Gregg L. Engles, William P. Brick, Hector M. Nevares, and Tracy L. Noll under the Suiza Foods Corporation 1997 Stock Option and Restricted Stock Plan 10.6 Form of Stock Option Agreement for Messrs. P. Eugene Pender, Robert Piccinini, and Stephen Green under the Suiza Foods Corporation 1997 Stock Option and Restricted Stock Plan 10.7* 1997 Employee Stock Purchase Plan of Suiza Foods Corporation 10.8* First Amendment to the 1997 Employee Stock Purchase Plan of Suiza Foods Corporation 10.9* Second Amendment to the 1997 Employee Stock Purchase Plan of Suiza Foods Corporation 10.10 Asset Purchase Agreement, dated as of June 11, 1997, by and among DF Acquisition Corp., Dairy Fresh L.P., and the Company; filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 14, 1997 (as amended on August 22, 1997) (Commission File Number 1-12755) and incorporated herein by reference 10.11* Stock Purchase Agreement dated June 20, 1997 among the Company, Peter M. Bernon, Alan J. Bernon, and the other stockholders named therein and the Garelick Companies 10.12* Amendment No. 1 to Stock Purchase Agreement dated July 30, 1997 among the Company, Peter M. Bernon, Alan J. Bernon, and the other stockholders named therein and the Garelick Companies 10.13* Stockholders Agreement dated July 31, 1997 among the Company, Franklin Plastics, Peter M. Bernon, and Alan J. Bernon 10.14 Third Amended and Restated Credit Agreement dated as of July 31, 1997 with First Union National Bank as administrative agent and The First National Bank of Chicago as syndication agent for the lenders named therein 10.15 Second Amended and Restated Supplemental Credit Agreement dated as of July 31, 1997 with First Union National Bank as administrative agent and The First National Bank of Chicago as syndication agent for the lenders named therein 10.16 Consulting Agreement between Cletes O. Beshears and the Company 11* Statement re computation of per share earnings 27* Financial Data Schedule (b) Reports on Form 8-K None - ---------------------- * Previously filed. 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. SUIZA FOODS CORPORATION /s/ Tracy L. Noll ------------------------ Tracy L. Noll Vice President & Chief Financial Officer (Principal Accounting Officer) Date: October 24, 1997