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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 a news release
issued by Suiza Foods Corporation on August 7, 2001.
* * * * *
Suiza Foods Corporation (ticker: SZA, exchange: New York Stock Exchange) News
Release - 8/7/01
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SUIZA FOODS SETS DATE FOR SPECIAL SHAREHOLDER MEETING TO VOTE ON DEAN FOODS
TRANSACTION
DALLAS, Aug. 7 /PRNewswire/ -- Suiza Foods Corporation (NYSE: SZA), the nation's
leading dairy processor and distributor, today announced that it will hold a
special shareholder meeting on September 21, 2001 in Dallas to vote on the
proposals related to the company's pending merger with Dean Foods (NYSE: DF).
"We have made substantial progress toward completion of the transaction, and we
are on track to finalize the merger by the end of the year," said Gregg Engles,
Chairman of the Board and Chief Executive Officer of Suiza Foods. "We believe
the merger will be a tremendous strategic benefit for the dairy industry, our
customers, our employees and our shareholders, and we look forward to closing
the transaction in a timely manner."
In July, Suiza:
o Filed a preliminary joint proxy statement/prospectus with the
Securities and Exchange Commission in connection with its
proposed merger with Dean Foods Company. The company intends
to finalize and mail the proxy statement/prospectus to its
shareholders in mid August.
o Completed the syndication of its $2.7 billion bank financing,
ensuring adequate funding for closing the Dean Foods
transaction.
o Substantially complied with two of the three information
requests issued by the Department of Justice (DOJ) in
connection with the merger. The company expects to
substantially comply with the DOJ's final information request
regarding the divestiture of six plants to National Dairy
Holdings by the end of August.
Suiza Foods Corporation, based in Dallas, is the nation's leading dairy
processor and distributor, producing a full line of company-branded and
customer-branded products. National brands include International Delight(R),
Second Nature(R), Naturally Yours(R), Mocha Mix(R), Sun Soy(TM), kidsmilk(TM)
and fitmilk(R). Regional brands include Adohr Farms(R), Barbe's(R),
Broughton(R), Brown's Dairy(TM), Country Delite(R), Country Fresh(R), Dairy
Gold(R), Dairymen's(R), Flav-O-Rich(R), Garelick Farms(R), Hygeia(R), Lehigh
Valley Farms(R), London's(R), Meadow Gold(R), Model Dairy(R), Oak Farms(R),
Poudre Valley(R), Robinson(R), Schenkel's All Star Dairy, Schepps(R),
Shenandoah's Pride(R), Suiza Dairy(R), Swiss Dairy(TM), Louis Trauth Dairy(R),
Tuscan(R) and Velda Farms(R), as well as Celta(R) in Spain. Suiza also sells
products under partner or licensed brands in certain regions, including
Borden(R), Foremost(R) and Pet(R). Additionally, the company owns approximately
43% of Consolidated Container Company, one of the nation's largest manufacturers
of rigid plastic containers.
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Forward Looking Statement
Some of the statements in this press release 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 the
company's expectations regarding its proposed merger with Dean Foods, including
the company's expectation that the merger will be a tremendous strategic benefit
to the company, its customers, employees and shareholders. These statements
involve risks and uncertainties, which may cause results to differ materially
from the statements set forth in this press release. The company's ability to
generate increased sales and earnings as a result of the proposed merger with
Dean Foods is dependent upon economic, governmental and competitive conditions
generally, and on the company's ability in the time period projected, to (i)
maintain existing customer and other business relationships or to replace such
customers or business relationships with other comparable relationships, (ii)
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 operations or
in customer relations, and (iv) close the proposed transaction on the terms and
within the timeframe contemplated. The company's ability to complete the merger
on the terms and within the timeframe contemplated depends primarily on the
company's ability to obtain regulatory approval for the transaction on the terms
and within the timeframe contemplated. Other risks relating to the proposed
merger with Dean Foods are identified in the joint press release of the company
and Dean Foods filed by the company with the Securities and Exchange Commission
with its Form 8-K dated April 5, 2001, as amended on April 10, 2001. The
forward-looking statements in this press release speak only as of the date of
this release. Suiza expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to such statements to reflect any change in
its expectations with regard thereto or any changes in the events, conditions or
circumstances on which any such statement is based.
Other Legal Information
Suiza Foods and Dean Foods have filed with the SEC a preliminary joint proxy
statement/prospectus and other relevant documents concerning the proposed
merger. In addition, Suiza Foods and Dean Foods will prepare and file a
definitive joint proxy statement/prospectus and other relevant documents
concerning the proposed merger. Investors are urged to read the definitive joint
proxy statement/prospectus, when it becomes available, and any amendments or
supplements to the definitive joint proxy statement/prospectus as well as any
other documents filed with the SEC, because they will contain important
information concerning the proposed merger. 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, the
definitive joint proxy statement/prospectus and other documents filed by Dean
Foods and Suiza Foods with the SEC may be obtained free of charge by contacting
Dean Foods, 3600 North River Road, Franklin Park, Illinois 60131, Attention:
Investor Relations (Tel: 847-678-1680) or Suiza Foods, 2515 McKinney Avenue,
Suite 1200, Dallas, Texas 75201, Attention: Investor Relations (Tel:
800-431-9214).
Suiza Foods, 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 Foods and Dean Foods in favor of the transaction. The
directors and executive officers of Suiza Foods and their beneficial ownership
of Suiza Foods common stock are set forth in the proxy statement for the 2000
annual meeting of Suiza Foods. 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 Foods and Dean Foods free of charge at the SEC's
website (http://www.sec.gov ). Stockholders of Suiza Foods and Dean Foods may
obtain additional information regarding the interest of such participants by
reading the joint proxy statement/prospectus.
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MAKE YOUR OPINION COUNT - Click Here
http://tbutton.prnewswire.com/prn/11690X04818132
SOURCE Suiza Foods Corporation
CONTACT: Cory M. Olson, Vice President and Treasurer, +1-214-303-3645, or P.I.
Aquino, Assistant Treasurer, +1-214-303-3437, both of Suiza Foods Corporation/