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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. 1-08262
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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 expect to file with the SEC a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
WHEN ITS BECOMES AVAILABLE AND ANY AMENDMENTS OR SUPPLEMENTS TO THE JOINT PROXY
STATEMENT/PROSPECTUS AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
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CONCERNING THE PROPOSED TRANSACTION. Investors will be able to obtain the 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 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 2000 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 press release announcing
a second request by the Department of Justice for information
in connection with the proposed merger with Dean Foods.
Suiza Foods Corporation (ticker: SZA, exchange: New York Stock Exchange) News
Release - 10-May-2001
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SUIZA FOODS RECEIVES SECOND REQUEST FROM DEPARTMENT OF JUSTICE
DALLAS, May 10/PRNewswire/ -- Suiza Foods Corporation (NYSE: SZA) today
announced it has received a second request from the Department of Justice
regarding its proposed merger with Dean Foods (NYSE: DF). On April 5, 2001,
Suiza and Dean announced a definitive agreement under which the two
companies will merge to form a national dairy and specialty foods company
with $10 billion in revenue.
The Hart-Scott Rodino application was filed with the government on April 9,
2001. The company noted that it anticipated a full regulatory review and
expected to receive this second request. The company is prepared to work
diligently with the Department of Justice to resolve any potential
regulatory concerns.
The companies have carefully analyzed the transaction for areas of overlap
and, based on their analysis, have identified the operations of six plants
in five states that will be sold to resolve potential anti-trust problems
and to facilitate approval for this pro-competitive transaction. The
company expects the merger to be approved in the third or fourth quarter of
2001 and believes that the merger plan preserves competition, while
providing benefits to dairy farmers, consumers and the entire industry.
About Suiza Foods
Suiza Foods Corporation, based in Dallas, Texas, is the nation's leading
fluid 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 consist
of Adohr Farms(R), Barbe's(R), Brown's Dairy(TM), Broughton(R), Country
Fresh(R), Dairymen's(R), Flav-O-Rich(R), Garelick Farms(TM), Lehigh Valley
Farms(R), London's(R), Meadow Gold(R), Model Dairy(TM), Oak Farms(R),
Robinson(R), Schenkel's All Star Dairy(TM), Schepps(R), Shenandoah's
Pride(R), Suiza(TM), Louis Trauth(TM), Tuscan(R), Velda Farms(R) and West
Lynn Creamery(R), as well as Celta(R) in Spain. Suiza also sells products
under partner or licensed brands in certain regions, including Borden(R),
Lactaid(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.
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 (1) when the companies expect to close the proposed transaction
and (2) the level of divestitures necessary to obtain regulatory approval.
These statements involve risks and uncertainties which may cause results to
differ materially from those set forth in these statements. The ability to
close the proposed transaction in the third or fourth 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
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Department of Justice, other regulatory authorities and potentially, state
and federal courts. 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 Foods 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 Foods and Dean Foods expect to file with the SEC a joint proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. Investors are urged to read the joint proxy
statement/prospectus when its becomes available and any amendments or
supplements to the 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 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 joint proxy statement/prospectus and other documents filed by
Suiza Foods and Dean Foods with the SEC may be obtained free of charge by
contacting Suiza Foods, 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: Investor Relations
(tel 847-678-1680).
Suiza, Dean 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 in favor of 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 May 17, 2001
annual meeting of Suiza. The directors and executive officers of Dean and
their beneficial ownership of Dean common stock are set forth in the proxy
statement for the 2000 annual meeting of Dean. You may obtain the proxy
statements of Suiza and Dean free of charge at the SEC's website
(http://www.sec.gov). Stockholders of Suiza and Dean may obtain additional
information regarding the interest of such participants by reading the
joint proxy statement/prospectus when it becomes available.
SOURCE Suiza Foods Corporation
CONTACT: financial, Cory Olson, 214-303-3645, or P.I. Aquino, 214-303-3437,
or media, Richard Coyle or Owen Blicksilver, 212-687-8080, all of Suiza
Foods Corporation/