Dean Foods Co – ‘S-4’ on 2/18/98

As of:  Wednesday, 2/18/98   ·   Accession #:  950134-98-1364   ·   File #:  333-46519

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               107    666K 
                          Business-Combination Transaction                       
 9: EX-23.10    Consent of Price Waterhouse LLP                        1      7K 
 2: EX-23.3     Consent of Deloitte & Touche LLP                       1      8K 
 3: EX-23.4     Consent of Kpmg Peat Marwick LLP                       1      7K 
 4: EX-23.5     Consent of Kpmg Peat Marwick                           1      8K 
 5: EX-23.6     Consent of Barnard, Vogler & Co                        1      7K 
 6: EX-23.7     Consent of McGladrey & Pullen LLP                      1      7K 
 7: EX-23.8     Consent of Coopers & Lybrand LLP                       1      7K 
 8: EX-23.9     Consent of Arthur Andersen LLP                         1      7K 

S-4   —   Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

S-4
1st Page of 107
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1998       
                                                   REGISTRATION NO. 333-

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------- 

FORM S-4
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
--------------------- 

SUIZA FOODS CORPORATION 
(Exact name of Registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                     
            DELAWARE                         2026                    75-2559681      
(State or other jurisdiction of  (Primary Standard Industrial     (I.R.S. Employer   
 incorporation or organization)  Classification Code, Number)  Identification Number)

3811 TURTLE CREEK BLVD., SUITE 1300, DALLAS, TEXAS 75219 (214) 528-0939 
(Address, including zip code and telephone number, including area code of 
Registrant's principal executive offices) 

GREGG L. ENGLES 
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 
3811 TURTLE CREEK BLVD. 
SUITE 1300
DALLAS, TEXAS 75219 
(214) 528-0939
(Name, address, including zip code, and telephone number, including area code of
agent for service)

Copies to:

                                                                [Download Table]
                                                                           
WILLIAM A. MCCORMACK                                 VINCENT MONTE-SANO    
Hughes & Luce, L.L.P.                             Carter, Ledyard & Milburn
  1717 Main Street                                      2 Wall Street      
     Suite 2800                                      New York, NY 10005    
 Dallas, Texas 75201                                   (212) 732-3200      
   (214) 939-5500                                                          

--------------------- 
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: 
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THIS REGISTRATION 
STATEMENT.
--------------------- 

If the securities being registered on this Form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box. [ ]                             

If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [ ]                               

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      
--------------------- 

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

===========================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM                          
     TITLE OF EACH CLASS             AMOUNT TO BE             OFFERING              AGGREGATE              AMOUNT OF       
OF SECURITIES TO BE REGISTERED        REGISTERED           PRICE PER UNIT         OFFERING PRICE        REGISTRATION FEE   
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Common Stock,                                                                                                              
$.01 par value per share....         2,091,856(1)            $38.22(2)             $79,950,736              $23,586        

--------------------------------------------------------------------------------

(1) This Registration Statement covers the number of shares of the Registrant's 
    common stock, par value $0.01 per share (the "Suiza Common Stock"), issuable
upon consummation of the merger of Continental Can Company, Inc. (the   
"Company" or "Continental Can") with a wholly-owned subsidiary of the   
   Registrant (the "Merger"). The number of shares of Suiza Common Stock to be
issued in the Merger will depend on the number of shares of the common  
stock, par value $0.25 per share, of the Company (the "Company Common   
   Stock") issued and outstanding immediately prior to the consummation of the
Merger (the "Effective Time"). At the Effective Time, each issued and   
outstanding share of Company Common Stock, other than shares held by the
 Company, the Registrant, or any of the Registrant's subsidiaries, will be
  converted into the right to receive 0.629 shares of Suiza Common Stock. As
 of February 17, 1998, there were 3,325,686 shares of Company Common Stock
issued and outstanding.                                                 
(2) Calculated upon the basis of the average of the high and low prices of      
   Company Common Stock as reported by the New York Stock Exchange on February
    17, 1998 in accordance with Rule 457(f)(1) under the Securities Act of 1933,
as amended.                                                             

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT    
BECOMES EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID       
SECTION 8(a), MAY DETERMINE.                                                    
================================================================================

S-4
2nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 2nd

[CONTINENTAL CAN LETTERHEAD]

                                                                          , 1998

Dear Fellow Stockholders:                                                       

You are cordially invited to attend a special meeting (the "Special   
Meeting") of the stockholders (the "Stockholders") of Continental Can Company,  
Inc. (the "Company or "Continental Can"), to be held on           , 1998, at    
a.m., local time, at        , New York, New York.                 

    At the Special Meeting, Stockholders will be asked to vote upon a proposal
to approve and adopt the Agreement and Plan of Merger, dated as of January 14,  
1998, among Suiza Foods Corporation ("Suiza"), CC Acquisition Corporation, a    
wholly-owned subsidiary of Suiza ("Sub"), and the Company (the "Merger          
Agreement") and the transactions contemplated thereby, including the merger of  
Sub with and into the Company (the "Merger"). As a result of the Merger, the    
Company will become a wholly owned subsidiary of Suiza, and each share of       
Company common stock outstanding immediately prior to the effective time of the 
Merger will be converted into 0.629 shares (the "Exchange Ratio") of Suiza      
common stock (with cash being paid in lieu of any fractional shares of Suiza    
common stock). In addition, Suiza will assume each of the Company's existing    
stock option plans and each option to acquire shares of Company common stock    
outstanding thereunder, and each such option will become an option to acquire   
Suiza common stock.                                                             

AFTER CAREFUL CONSIDERATION, YOUR BOARD OF DIRECTORS HAS APPROVED THE 
MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT BY A UNANIMOUS 
VOTE OF THE DIRECTORS AND HAS CONCLUDED THAT THE TERMS OF THE MERGER ARE FAIR   
TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS. ACCORDINGLY, YOUR BOARD OF  
DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT, THE MERGER  
AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.                      

    Your Board of Directors has retained as financial advisor Societe Generale
Securities Corporation ("Societe Generale"), which has delivered to the Board of
Directors its written opinion, dated January 14, 1998, to the effect that the   
Exchange Ratio is fair from a financial point of view to the holders of Company 
common stock. A copy of the Societe Generale opinion letter, which sets forth,  
among other things, the assumptions made, general procedures followed, matters  
considered and the scope of review undertaken in connection therewith, is       
attached as Appendix B to the accompanying Proxy Statement/Prospectus and should
be read carefully in its entirety.                                              

    In the material accompanying this letter, you will find a formal Notice of
Special Meeting of Stockholders, a Proxy Statement/Prospectus relating to the   
actions to be taken by Stockholders at the Special Meeting and a proxy card. The
Proxy Statement/Prospectus more fully describes the proposed Merger and includes
information about Suiza, the Company and the reasons for the Merger.            

Your vote is important, regardless of the number of shares you own.   
Approval of the Merger Agreement and the Merger requires an affirmative vote of 
holders of a majority of the outstanding shares of Company common stock. I      
RESPECTFULLY URGE YOU TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. This will not prevent 
you from attending the Special Meeting or voting in person, but will assure that
your vote is counted if you are unable to attend the Special Meeting.           

     If you have any questions or require additional information with respect to
the proposed business combination, please contact Abdo Yazgi at (203) 750-5903. 

     On behalf of your Board of Directors, I thank you for your support and urge
you to vote FOR approval of the Merger Agreement and the Merger.                

                  Sincerely,

                         DONALD J. BAINTON
                                 Chairman of the Board and
                               Chief Executive Officer

S-4
3rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 3rd

CONTINENTAL CAN COMPANY, INC. 
301 MERRITT 7 CORPORATE PARK
NORWALK, CONNECTICUT 06865

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON           , 1998

To the Stockholders of                                                          
Continental Can Company, Inc.                                                   

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of      
Continental Can Company, Inc., a Delaware corporation (the "Company" or         
"Continental Can"), will be held on           , 1998 at    a.m. local time, at  
  , New York, New York (the "Special Meeting") for the following
purposes:                                                                       

1.   To consider and vote upon a proposal to approve and adopt the    
Agreement and Plan of Merger, dated as of January 14, 1998 (the "Merger         
Agreement"), by and among Suiza Foods Corporation, a Delaware corporation       
("Suiza"), CC Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Suiza ("Sub"), and the Company (the "Merger Agreement") and the   
transactions contemplated thereby, including the merger of Sub with and into the
Company (the "Merger"). As a result of the Merger, the Company will become a    
wholly-owned subsidiary of Suiza. At the effective time of the Merger, and as   
more fully described in the accompanying Proxy Statement/Prospectus and in the  
Merger Agreement included as Appendix A thereto, each share of common stock,    
$0.25 par value per share, of the Company ("Company Common Stock") issued and   
outstanding immediately prior to the effective time of the Merger will be       
converted into the right to receive .629 shares of common stock, $.01 par value 
per share, of Suiza.                                                            

2.   To transact such other business as may properly come before the  
Special Meeting.                                                                

     The close of business on           , 1998 has been fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at  
the Special Meeting.                                                            

 The affirmative vote of a majority of the outstanding shares of Company
Common Stock entitled to vote at the Special Meeting is required to approve the 
Merger, the Merger Agreement and the transactions contemplated thereby. Holders 
of Company Common Stock will not have rights of appraisal in connection with the
Merger.                                                                         

    Stockholders are invited to attend the Special Meeting. Whether or not you
expect to attend, WE URGE YOU TO SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED   
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If you attend the meeting, you
may vote your shares in person and thereby revoke any previously executed proxy.

If your shares of Company Common Stock are held of record by a broker,
bank, or other nominee and you wish to attend the Special Meeting, you must     
obtain a letter from the broker, bank, or other nominee confirming your         
beneficial ownership of the shares and bring it to the Special Meeting. In order
to vote your shares at the Special Meeting, you must obtain from the record     
holder a proxy issued in your name.                                             

    Regardless of how many shares you own, your vote is very important. PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD TODAY.                            

                                          By Order of the Board of Directors

                         Linda R. Driscoll
                 Secretary

Norwalk, Connecticut                                                            
, 1998                                                      

S-4
4th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 4th

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY    
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES  
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE         
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES 
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR  
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.   

S-4
5th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 5th

SUBJECT TO COMPLETION -- DATED FEBRUARY 18, 1998

SUIZA FOODS CORPORATION 
AND 
CONTINENTAL CAN COMPANY, INC. 

------------------------

CONTINENTAL CAN COMPANY, INC. 
PROXY STATEMENT 
FOR 
SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON             , 1998

------------------------

SUIZA FOODS CORPORATION 
PROSPECTUS

This Proxy Statement/Prospectus constitutes the proxy statement of    
Continental Can Company, Inc. (the "Company" or "Continental Can") relating to  
the solicitation of proxies for use at a special meeting of the Company's       
stockholders (the "Stockholders"), scheduled to be held on             , 1998,  
and at any adjournments or postponements thereof (the "Special Meeting"). This  
Proxy Statement/Prospectus relates to the Agreement and Plan of Merger (the     
"Merger Agreement"), dated as of January 14, 1998, among Suiza Foods Corporation
("Suiza"), CC Acquisition Corporation, a wholly owned subsidiary of Suiza       
("Sub"), and the Company, pursuant to which Sub will merge with and into the    
Company (the "Merger") and each outstanding share of the common stock, $0.25 par
value per share, of the Company ("Company Common Stock") will be converted into 
0.629 shares (the "Exchange Ratio") of common stock, par value $0.01 per share, 
of Suiza ("Suiza Common Stock"). Cash will be paid in lieu of any fractional    
shares of Suiza Common Stock. As a result of the Merger, the Company will become
a wholly-owned subsidiary of Suiza. See "The Merger" and "The Merger Agreement."

The consummation of the Merger is subject to (i) the approval of the  
Merger, the Merger Agreement and the transactions contemplated by the Merger    
Agreement by the affirmative vote of Stockholders holding a majority of the     
shares of Company Common Stock outstanding and entitled to vote at the Special  
Meeting; and (ii) certain other conditions set forth in the Merger Agreement. A 
copy of the Merger Agreement is attached hereto as Appendix A and is            
incorporated herein by reference.                                               

  This Proxy Statement/Prospectus also constitutes Suiza's prospectus with
respect to the shares of Suiza Common Stock to be issued to the Stockholders in 
connection with the Merger, which prospectus is part of a registration statement
on Form S-4 (the "Suiza Registration Statement") that has been filed with the   
Securities and Exchange Commission (the "Commission") under the Securities Act  
of 1933, as amended (the "Securities Act"). Based on the number of shares of    
Company Common Stock and Suiza Common Stock outstanding on December 31, 1997    
(and excluding the Company Common Stock currently owned beneficially by Suiza,  
which will be canceled in the Merger), Suiza will issue approximately 1,942,261 
shares of Suiza Common Stock in the aggregate to the Stockholders in connection 
with the Merger, and the Stockholders will hold approximately 5.9% of the       
outstanding shares of Suiza Common Stock immediately after the Merger. In       
addition, each option to purchase Company Common Stock outstanding prior to the 
Merger (each, an "Option") will be assumed by Suiza and converted into an option
(a "Substitute Option") to purchase a number of shares of Suiza Common Stock    
equal to the number of shares of Company Common Stock subject to such Option    
multiplied by the Exchange Ratio (rounded down to the nearest whole share) at a 
per share price equal to the per share exercise price of the Option immediately 
prior to the Merger divided by the Exchange Ratio (rounded up to the nearest    
full cent). As of December 31, 1997, there were                                 

S-4
6th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 6th

outstanding Options to purchase approximately 761,069 shares of Company Common  
Stock, which Options will be converted into Substitute Options to purchase an   
aggregate of approximately 478,713 shares of Suiza Common Stock. Any shares of  
Suiza Common Stock that may be issued pursuant to the Merger or upon exercise of
the Options will be authorized for listing, subject to official notice of       
issuance, on the New York Stock Exchange (the "NYSE") prior to the effective    
time of the Merger.                                                             

    SEE "RISK FACTORS" BEGINNING ON PAGE 14 OF THIS PROXY STATEMENT/PROSPECTUS
FOR A DISCUSSION OF CERTAIN MATTERS WITH RESPECT TO AN INVESTMENT IN SUIZA      
COMMON STOCK UPON CONSUMMATION OF THE MERGER.                                   

This Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to the Stockholders on or about               , 1998.        

     THE SHARES OF SUIZA COMMON STOCK TO BE ISSUED IN CONNECTION WITH THE MERGER
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION 
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE          
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR       
ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE.                                                          

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY        
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS, AND, IF GIVEN  
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING   
BEEN AUTHORIZED. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE SECURITIES OFFERED BY THIS 
PROXY STATEMENT/PROSPECTUS, OR A SOLICITATION OF A PROXY FROM ANY PERSON, IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER, SOLICITATION OF AN  
OFFER OR PROXY SOLICITATION. NEITHER THE DELIVERY OF THIS PROXY                 
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES MADE UNDER THIS     
PROXY STATEMENT/PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF SUIZA OR THE COMPANY AT ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROXY STATEMENT/PROSPECTUS.                      
------------------------------------

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS               , 1998.  

S-4
7th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 7th

AVAILABLE INFORMATION 

    Suiza and Continental Can are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in   
accordance therewith, file reports, proxy statements and other information with 
the Commission. Such reports, proxy statements and other information filed by   
Suiza and Continental Can with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional      
Offices of the Commission located at Northwestern Atrium Center, 500 West       
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,   
13th Floor, New York, New York 10048. Copies of such material can also be       
obtained from the Public Reference Section of the Commission at 450 Fifth       
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also   
maintains a site on the World Wide Web at http://www.sec.gov that contains      
reports, proxy statements and other information regarding registrants that file 
electronically with the Commission. The Suiza Common Stock is listed on the NYSE
and traded under the symbol "SZA," and the Company Common Stock is listed on the
NYSE and traded under the symbol "CAN." Reports and other information concerning
Suiza and Continental Can can also be inspected at the offices of the New York  
Stock Exchange, 30 Broad Street, New York, New York 10005. Upon consummation of 
the Merger, the Company Common Stock listing on the NYSE will be terminated.    

This Proxy Statement/Prospectus, which constitutes a part of the Suiza
Registration Statement, does not contain all of the information set forth in the
Suiza Registration Statement, certain items of which are contained in schedules 
and exhibits to the Suiza Registration Statement as permitted by the rules and  
regulations of the Commission. For further information, reference is made to the
Suiza Registration Statement, including the schedules and exhibits filed as a   
part thereof or incorporated by reference therein. Statements contained herein  
concerning the provisions of documents are necessarily summaries of such        
documents, and each such statement is qualified in its entirety by reference to 
the copy of the applicable document filed as an appendix hereto or as otherwise 
filed with the Commission. The Suiza Registration Statement and the exhibits and
schedules thereto may be inspected, without charge, and copies thereof may be   
obtained at prescribed rates, as set forth above.                               

 i

S-4
8th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 8th

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

  The following documents previously filed with the Commission pursuant to
the Exchange Act are incorporated herein by reference and shall be deemed a part
hereof:                                                                         

CONTINENTAL CAN COMPANY, INC. COMMISSION FILINGS:                               

1.   The Company's Annual Report on Form 10-K for the year ended December 31,   
1996 (File No. 0-6690).                                               

2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended March  
31, 1997, June 30, 1997 and September 30, 1997 (File No. 0-6690).     

3.   The description of Company Common Stock contained in the Company's         
Registration Statement on Form 8-A filed on October 5, 1992 (File No. 
0-6690), including any amendments or reports filed for the purpose of 
updating such description.                                            

SUIZA FOODS CORPORATION COMMISSION FILINGS:                                     

1.   The audited financial statements of Garrido & Compania, Inc. and           
    subsidiaries, Swiss Dairy, a Corporation and Model Dairy, Inc. included in
Suiza's Final Prospectus dated January 22, 1997 and filed with the    
Commission pursuant to Rule 424(b) on January 23, 1997 (File No.      
333-18263).                                                           

2.   The audited financial statements of Country Fresh, Inc. and The Morningstar
   Group Inc. included in the Joint Proxy Statement/Prospectus dated October
28, 1997 and filed with Suiza's Registration Statement on Form S-4 on 
October 28, 1997 (File No. 333-37869).                                

3.   Suiza's Annual Report on Form 10-K for the fiscal year ended December 31,  
1996 (File No. 0-28130), except for Item 14(a)(1).                    

4.   Suiza's Quarterly Reports on Form 10-Q for the quarters ended March 31,    
     1997, June 30, 1997 (as amended on October 24, 1997) and September 30, 1997
(File No. 1-12755).                                                   

5.   Suiza's Current Report on Form 8-K filed July 14, 1997 (as amended on      
    August 22, 1997), which includes the audited financial statements of Dairy
Fresh L.P. and The Garelick Companies (File No. 1-12755).             

6.   Suiza's Current Reports on Form 8-K filed September 29, 1997, October 31,  
1997, December 10, 1997, and January 15, 1998.                        

7.   The supplemental audited consolidated financial statements of Suiza as of  
  December 31, 1996 and 1995 and for each of the three years in the period
     ended December 31, 1996 and the supplemental unaudited financial statements
of Suiza as of September 30, 1997 and for the nine month periods ended
    September 30, 1997 and 1996 included in Suiza's current report on Form 8-K
filed February 17, 1998.                                              

8.   Morningstar's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997 (File No. 0-19934).                                          

9.   Morningstar's Current Report on Form 8-K filed December 3, 1996 (as amended
February 18, 1997), which includes the audited financial statements of
Presto Foods, Inc. and affiliates (File No. 0-19075).                 

10.  The description of the Suiza Common Stock contained in Suiza's Registration
Statement on Form 8-A filed on February 19, 1997 (File No. 1-12755),  
    including any amendments or reports filed for the purpose of updating such
description.                                                          

  All reports and other documents filed by either Suiza or Continental Can
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Proxy Statement/Prospectus and prior to the date of the Special
Meeting shall be deemed to be incorporated by reference herein and to be a part 
hereof from the dates of filing of such reports and documents. Any statement    
contained in a document incorporated or deemed to be incorporated by reference  
herein shall be deemed to be modified or superseded for purposes of this Proxy  
Statement/Prospectus to the extent that a statement contained herein, or in any 

ii

S-4
9th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 9th

other subsequently filed document that also is incorporated or deemed to be     
incorporated by reference herein, modifies or supersedes the earlier statement. 
Any statement so modified or superseded shall not be deemed, except as so       
modified or superseded, to constitute a part of this Proxy Statement/Prospectus.

  THIS PROXY STATEMENT/PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS THAT
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN     
EXHIBITS THERETO WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE HEREIN)   
ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON TO WHOM THIS PROXY                 
STATEMENT/PROSPECTUS IS SENT UPON REQUEST, IN THE CASE OF DOCUMENTS RELATING TO 
SUIZA, FROM THE CORPORATE SECRETARY OF SUIZA FOODS CORPORATION AT 3811 TURTLE   
CREEK BLVD., SUITE 1300, DALLAS, TEXAS 75219, TELEPHONE (214) 528-0939 AND, IN  
THE CASE OF DOCUMENTS RELATING TO CONTINENTAL CAN, TO THE CORPORATE SECRETARY OF
CONTINENTAL CAN, 301 MERRITT 7 CORPORATE PARK, P. O. BOX 5395, NORWALK,         
CONNECTICUT, 06865, TELEPHONE (203) 750-5900. IN ORDER TO ENSURE TIMELY DELIVERY
OF DOCUMENTS, ANY SUCH REQUEST SHOULD BE MADE NOT LATER THAN               ,    
1998 [5 BUSINESS DAYS PRIOR TO SPECIAL MEETING DATE].                           

  All information contained in this Proxy Statement/Prospectus relating to
Suiza and its subsidiaries has been supplied by Suiza, and all information      
relating to Continental Can and its subsidiaries has been supplied by           
Continental Can.                                                                

 iii

S-4
10th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 10th

TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                      PAGE
                                                                                      ----
                                                                                          
AVAILABLE INFORMATION................................................................   i 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE....................................  ii 
SUMMARY..............................................................................   1 
  Parties to the Merger Agreement....................................................   1 
  Recent Developments................................................................   2 
  The Special Meeting................................................................   2 
  The Merger and the Merger Agreement................................................   3 
  Risk Factors.......................................................................   6 
  Cautionary Statement Concerning Forward-Looking Statements.........................   6 
  Market Price and Dividend Information..............................................   7 
  Comparative Per Share Data.........................................................   9 
  Summary Financial Data of the Company..............................................  10 
  Summary Financial Data of Suiza....................................................  11 
  Summary Pro Forma Financial Data...................................................  12 
RISK FACTORS.........................................................................  13 
  Risks Associated with Acquisition Strategy.........................................  13 
  Competition........................................................................  13 
  Substantial Indebtedness...........................................................  14 
  Government Regulation; Raw Material Costs..........................................  14 
  Dependence on Key Personnel........................................................  14 
  Limitations on Favorable Tax Treatment.............................................  15 
  Antitakeover Provisions............................................................  15 
  Expected Benefits of Combined Business May Not Be Achieved.........................  15 
PARTIES TO THE MERGER AGREEMENT......................................................  15 
RECENT DEVELOPMENTS..................................................................  17 
SELECTED FINANCIAL DATA OF THE COMPANY...............................................  18 
SELECTED FINANCIAL DATA OF SUIZA.....................................................  20 
PRO FORMA FINANCIAL DATA.............................................................  21 
THE SPECIAL MEETING..................................................................  28 
  General............................................................................  28 
  Record Date........................................................................  28 
  Purpose of Special Meeting.........................................................  28 
  Proxies; Vote Required.............................................................  28 
  Principal Stockholders.............................................................  29 
THE MERGER...........................................................................  29 
  General............................................................................  29 
  Background of the Merger...........................................................  30 
  Reasons for the Merger; Recommendation of the Board................................  30 
  Opinion of Financial Advisor to Continental Can....................................  32 
  Accounting Treatment...............................................................  37 
  Restrictions on Resale by Affiliates...............................................  38 
  Management of the Surviving Corporation following the Merger.......................  38 
  Governmental Approvals.............................................................  38 
  Interests of Certain Persons in the Merger.........................................  39 
  Absence of Appraisal Rights........................................................  40 

iv

S-4
11th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 11th

                                                        [Enlarge/Download Table]

                                                                                      PAGE
                                                                                      ----
                                                                                          
  Stock Exchange Listing.............................................................  40 
  Irrevocable Proxies................................................................  40 
  Treatment of Stock Certificates....................................................  40 
THE MERGER AGREEMENT.................................................................  41 
  General............................................................................  41 
  Consideration to Be Received in the Merger.........................................  41 
  Effective Time of the Merger.......................................................  41 
  Exchange of Shares.................................................................  41 
  Corporate Organization and Governance..............................................  42 
  Stockholders' Meeting..............................................................  42 
  Representations and Warranties.....................................................  42 
  Conduct of Business Pending the Merger.............................................  43 
  Additional Agreements..............................................................  44 
  Employee Matters...................................................................  44 
  Indemnification....................................................................  45 
  No Shop............................................................................  45 
  Conditions Precedent...............................................................  46 
  Termination........................................................................  47 
  Fees and Expenses..................................................................  48 
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER...........................  48 
  General............................................................................  48 
  Tax Consequences to Suiza, Sub and Continental Can.................................  49 
  Tax Consequences to the Stockholders...............................................  49 
COMPARISON OF THE RIGHTS OF SUIZA STOCKHOLDERS AND                                        
CONTINENTAL CAN STOCKHOLDERS.........................................................  49 
  Authorized Capital.................................................................  50 
  Number of Directors; Election of Directors.........................................  50 
  Special Stockholder Meetings.......................................................  50 
  State Takeover Legislation.........................................................  50 
  Indemnification of Directors and Officers..........................................  51 
  Limitation of Personal Liability of Directors......................................  51 
  Suiza Preferred Stock..............................................................  51 
  Trust Issued Preferred Equity Securities...........................................  52 
LEGAL MATTERS........................................................................  54 
EXPERTS..............................................................................  54 
APPENDICES:                                                                               
A  Merger Agreement.................................................................. A-1 
B  Fairness Opinion of Societe Generale Securities Corporation....................... B-1 

 v

S-4
12th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 12th

SUMMARY 

  The following is a summary of certain information contained elsewhere in
this Proxy Statement/Prospectus. Reference is made to, and this summary is      
qualified in its entirety by, the more detailed information contained in or     
incorporated by reference in this Proxy Statement/Prospectus and in the         
Appendices hereto, including, but not limited to, the Merger Agreement set forth
as Appendix A. Capitalized terms that are used but not defined in this summary  
have the respective meanings ascribed to them elsewhere in this Proxy           
Statement/Prospectus. Stockholders are urged to read carefully this Proxy       
Statement/Prospectus, including the Appendices hereto, and the documents        
incorporated by reference herein in their entirety. Unless the context otherwise
requires, references herein to "Suiza" mean Suiza and its subsidiaries on a     
consolidated basis, and references to the "Company" and "Continental Can" mean  
Continental Can and its subsidiaries on a consolidated basis.                   

PARTIES TO THE MERGER AGREEMENT 

THE COMPANY                                                                     

  The Company was incorporated in Delaware in 1970 under the name Viatech,
Inc. The name was changed to Continental Can Company, Inc. in October 1992. The 
Company is engaged in the packaging business through a number of operating      
subsidiaries. The Company's packaging business consists of (i) its 84% owned    
domestic subsidiary, Plastic Containers, Inc. ("PCI"), which owns Continental   
Plastic Containers, Inc. and Continental Caribbean Containers, Inc.             
(collectively, "CPC"), (ii) its wholly owned German operating subsidiary, Dixie 
Union GmbH & Company KG ("Dixie Union") and (iii) its majority-owned European   
operating subsidiary, Ferembal S.A. ("Ferembal"), which in turn owns 95% of     
Obalex, A.S. ("Obalex"). PCI is a leading manufacturer of extrusion blow-molded 
containers in the United States. Dixie Union manufactures plastic films and     
packaging machines, primarily for the food and pharmaceutical industries.       
Ferembal is a manufacturer of rigid packaging, primarily food cans, of which it 
is the second largest supplier in France. Obalex is a manufacturer of metal cans
in the Czech Republic. The Company also owns Lockwood, Kessler & Bartlett, Inc. 
("LKB"), which provides services principally in the fields of mapping and       
survey, civil and structural engineering, mechanical and electrical engineering,
and construction administration and inspection. The principal executive offices 
of the Company are located at 301 Merritt 7 Corporate Park, Norwalk, CT 06856,  
Telephone: (203) 750-5900. See "Parties to the Merger Agreement -- The Company."

SUIZA AND SUB                                                                   

   Suiza is a leading manufacturer and distributor of fresh milk and related
dairy products, plastic containers and packaged ice in the United States. Each  
of Suiza's operating subsidiaries is a strong competitor in its market with an  
established reputation for customer service and product quality. Suiza's dairy  
and ice subsidiaries market their products through extensive distribution       
networks to a diverse group of customers, including convenience stores, grocery 
stores, schools and institutional food service customers. Suiza's customers in  
the plastic container business include regional dairy manufacturers, bottled    
water processors and other beverage manufacturers. Suiza also manufactures,     
distributes and markets refrigerated, shelf-stable and frozen food products.    
Suiza has grown primarily through a successful acquisition strategy, having     
consummated 61 acquisitions since its inception in 1988, including 39           
acquisitions since its initial public offering in April 1996. See "Parties to   
the Merger Agreement -- Suiza."                                                 

     Sub is a newly formed Delaware corporation and a wholly owned subsidiary of
Suiza. Sub was organized for the purpose of effecting the Merger pursuant to the
Merger Agreement. Sub has no material assets and has not engaged in any         
activities except in connection with the Merger. The principal executive offices
of Suiza and Sub are located at 3811 Turtle Creek Blvd., Suite 1300, Dallas,    
Texas 75219, telephone number: (214) 528-0939.                                  

 1

S-4
13th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 13th

RECENT DEVELOPMENTS 

 On November 25, 1997, Suiza completed the acquisition of Country Fresh,
Inc. ("Country Fresh") through a merger between Country Fresh and a wholly-owned
subsidiary of Suiza (the "Country Fresh Merger"). On November 26, 1997, Suiza   
completed the acquisition of The Morningstar Group Inc. ("Morningstar") through 
a merger between Morningstar and a wholly-owned subsidiary of Suiza (the        
"Morningstar Merger"). The Country Fresh Merger and the Morningstar Merger have 
been accounted for using the "pooling of interests" method of accounting.       
Accordingly, the summary and selected supplemental financial data of Suiza      
presented in this Proxy Statement/Prospectus give retroactive effect to both of 
these mergers. See "-- Summary Financial Data of Suiza" and "Selected Financial 
Data of Suiza."                                                                 

    On January 31, 1998, Suiza signed a definitive agreement to acquire all of
the common equity interests in Land-O-Sun Dairies, L.L.C. ("Land-O-Sun"), a     
processor of fluid milk and ice cream products based in Johnson City, Tennessee,
for total consideration of approximately $287 million, consisting of            
approximately $124 million in cash, $100 million of trust issued preferred      
securities and the assumption or refinancing of certain of Land-O-Sun's         
outstanding indebtedness and existing preferred interests, which totaled        
approximately $63 million as of December 31, 1997. Land-O-Sun recorded revenues 
of approximately $464 million in 1997. The acquisition, which is subject to     
customary closing conditions, is expected to be completed during the first      
quarter of 1998. See "Recent Developments."                                     

THE SPECIAL MEETING 

DATE, TIME AND PLACE                                                            

  The Special Meeting will be held on           , 1998, at           , New
York, New York, commencing at      a.m. local time. See "The Special Meeting -- 
General."                                                                       

PURPOSE OF THE SPECIAL MEETING                                                  

The purpose of the Special Meeting is to (i) consider and vote upon a 
proposal (the "Proposal") to approve the Merger, the Merger Agreement and the   
transactions contemplated by the Merger Agreement and (ii) transact such other  
business as may properly come before the Special Meeting and at any and all     
adjournments or postponements thereof. See "The Special Meeting -- Purpose of   
Special Meeting."                                                               

RECORD DATE; SHARES ENTITLED TO VOTE                                            

  Only holders of record of shares of Company Common Stock at the close of
business on           , 1998 (the "record date") are entitled to notice of and  
to vote at the Special Meeting. On such date, there were           shares of    
Company Common Stock outstanding. Each share of Company Common Stock will be    
entitled to one vote on each matter to be acted upon at the Special Meeting. See
"The Special Meeting -- Record Date."                                           

VOTE REQUIRED                                                                   

    The affirmative vote of the holders of a majority of the shares of Company
Common Stock outstanding and entitled to vote is required to approve the        
Proposal. Accordingly, an abstention with respect to the Proposal will have the 
same effect as a vote cast against the Proposal. Brokers who hold shares of     
Company Common Stock as nominees will not have discretionary authority to vote  
such shares in the absence of instructions from the beneficial owners thereof.  
Any votes that are not cast by a nominee-broker will have the same effect as    
votes cast against the Proposal. See "The Special Meeting -- Record Date" and   
"-- Proxies; Vote Required."                                                    

SECURITY OWNERSHIP OF CONTINENTAL CAN AND SUIZA MANAGEMENT                      

     As of the close of business on the record date, the directors and executive
officers of Continental Can owned approximately     % of the outstanding shares 
of Company Common Stock entitled to be voted at the                             
 2

S-4
14th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 14th

Special Meeting. All directors and executive officers of Continental Can are    
expected to vote, or cause to be voted, all shares over which they exercise     
voting control "FOR" the approval and adoption of the Merger Agreement, the     
Merger and the transactions contemplated by the Merger Agreement. See "The      
Special Meeting -- Record Date" and "-- Principal Stockholders." Further,       
certain Stockholders, who own in the aggregate approximately 10.6% of the       
outstanding Company Common Stock, have executed and delivered irrevocable       
proxies to Suiza, which allow Suiza to vote such persons' shares of Company     
Common Stock in favor of the proposal. See "The Merger -- Irrevocable Proxies." 
In addition, certain directors and executive officers of Suiza are holding, on  
behalf of Suiza, an aggregate of 129,500 shares of Company Common Stock or      
approximately 3.9% of the shares entitled to vote at the Special Meeting. See   
"The Special Meeting -- Principal Stockholders." Such persons are expected to   
vote, or cause to be voted, all shares over which they exercise voting control  
"FOR" the approval and adoption of the Merger Agreement, the Merger and the     
transactions contemplated by the Merger Agreement. Approval of the Proposal     
requires the affirmative vote of a majority of the shares of Company Common     
Stock outstanding as of the Record Date. See "The Special Meeting -- Proxies;   
Vote Required."                                                                 

THE MERGER AND THE MERGER AGREEMENT 

GENERAL                                                                         

   Upon the terms and subject to the conditions of the Merger Agreement, Sub
will be merged with and into the Company, and the Company will become a wholly  
owned subsidiary of Suiza. A copy of the Merger Agreement is attached as        
Appendix A to this Proxy Statement/Prospectus and is incorporated herein by     
reference. See "The Merger -- General."                                         

EFFECTIVE TIME                                                                  

The Merger will become effective at the date and time (the "Effective 
Time") that a properly executed certificate of merger (the "Certificate of      
Merger") is filed with the Secretary of State of the State of Delaware in       
accordance with applicable provisions of the Delaware General Corporation Law   
(the "DGCL"). The Certificate of Merger will be filed as soon as practicable    
following the fulfillment of the conditions set forth in the Merger Agreement.  
See "The Merger -- General."                                                    

SHARE CONVERSION                                                                

  In the Merger, each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (excluding those held in the treasury of
the Company and those owned by Suiza or Sub or any other subsidiary of Suiza at 
the Effective Time), without any action on the part of the holder thereof, will 
be converted into the right to receive 0.629 shares of Suiza Common Stock. Cash 
will be paid in lieu of any fractional share of Suiza Common Stock. See "The    
Merger Agreement -- Consideration to be Received in the Merger."                

OPTION CONVERSION                                                               

   In the Merger, each outstanding and unexercised Option to purchase shares
of Company Common Stock will be assumed by Suiza and converted into a Substitute
Option to purchase a number of shares of Suiza Common Stock equal to the number 
of shares of Company Common Stock subject to such Option multiplied by the      
Exchange Ratio (rounded down to the nearest whole share) at a per share price   
equal to the per share exercise price of the Option immediately prior to the    
Merger divided by the Exchange Ratio (rounded up to the nearest full cent).     

BACKGROUND AND REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD              

The Company's Board of Directors (the "Board") has reviewed the Merger
Agreement and the transactions contemplated thereby, and Societe Generale       
Securities Corporation ("Societe Generale") has delivered its written opinion   
(the "Opinion") dated January 14, 1998 to the Board to the effect that, based   
 3

S-4
15th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 15th

upon and subject to certain matters stated therein, as of the date of such      
opinion, the Exchange Ratio is fair to the Stockholders from a financial point  
of view. The full text of the Opinion, which sets forth, among other things, the
assumptions made, general procedures followed, matters considered and           
limitations on the review undertaken by Societe Generale, is attached to this   
Proxy Statement/Prospectus as Appendix B and should be read carefully in its    
entirety. The Board has reviewed the terms and conditions of the Merger         
Agreement and considered a range of factors, including the Opinion of Societe   
Generale. After consideration of these factors, the Board unanimously concluded 
that the Merger is fair to and in the best interests of the Stockholders and    
unanimously approved the Merger Agreement. THE BOARD UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS VOTE IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER, THE  
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. See "The Merger --  
Background of the Merger" and "-- Reasons for the Merger; Recommendation of the 
Board."                                                                         

OPINION OF FINANCIAL ADVISOR                                                    

    In deciding to approve the Merger, the Board considered the opinion of its
financial advisor as to the fairness of the Exchange Ratio from a financial     
point of view. Societe Generale has delivered to the Board its Opinion to the   
effect that, based upon and subject to certain matters stated therein, as of the
date of the Opinion, the Exchange Ratio is fair to the Stockholders from a      
financial point of view. The Opinion is attached as Appendix B to this Proxy    
Statement/Prospectus. Stockholders are encouraged to read the Opinion in its    
entirety. See "The Merger -- Opinion of Financial Advisor to Continental Can."  

OWNERSHIP OF SUIZA FOLLOWING THE MERGER                                         

Based on the number of shares of Suiza Common Stock and Company Common
Stock outstanding on December 31, 1997 (and excluding the Company Common Stock  
currently owned beneficially by Suiza, which will be canceled in the Merger),   
the shares of Suiza Common Stock issued to the Stockholders in the Merger will  
constitute approximately 5.9% of the outstanding Suiza Common Stock after the   
Merger.                                                                         

 Each outstanding and unexercised Option will be assumed by Suiza in the
Merger and converted into a Substitute Option. Following the Merger,            
approximately 478,713 shares of Suiza Common Stock will be subject to issuance  
upon the exercise of Substitute Options, based on the number of shares of       
Company Common Stock subject to Options as of December 31, 1997, multiplied by  
the Exchange Ratio. The per share exercise price of the Substitute Options will 
equal the per share exercise price of such Options divided by the Exchange      
Ratio.                                                                          

CERTAIN TAX CONSEQUENCES                                                        

     Consummation of the Merger is conditioned upon, among other things, receipt
by the Company of an opinion of its tax counsel, Carter, Ledyard & Milburn, and 
by Suiza of an opinion of its tax counsel, Hughes & Luce, L.L.P, that the Merger
will qualify as a reorganization within the meaning of Section 368(a) of the    
Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the        
Stockholders are not expected to recognize any gain or loss on the exchange of  
their shares of Company Common Stock for shares of Suiza Common Stock pursuant  
to the Merger, except to the extent that any Stockholder receives cash in lieu  
of fractional shares of Suiza Common Stock.                                     

 All stockholders should read carefully the discussion under the caption
"Certain U.S. Federal Income Tax Consequences of the Merger" and other sections 
of this Proxy Statement/Prospectus. Stockholders are also urged to consult their
own tax advisors as to the specific consequences to them of the Merger under    
U.S. federal, state, local or any other applicable tax laws.                    

MANAGEMENT FOLLOWING THE MERGER                                                 

   If the proposed Merger is approved and consummated, the Stockholders will
become stockholders of Suiza, which will conduct its business under the         
direction of the Board of Directors and management of Suiza. The directors of   
Sub immediately prior to the Effective Time will be the initial directors of the
surviving                                                                       
 4

S-4
16th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 16th

corporation of the Merger (the "Surviving Corporation"), and the officers of Sub
immediately prior to the Effective Time will be the initial officers of the     
Surviving Corporation. See "The Merger -- Management of the Surviving           
Corporation following the Merger."                                              

GOVERNMENTAL APPROVALS                                                          

On January 27, 1998 and February 9, 1998, the Company and Suiza,      
respectively, filed with the Federal Trade Commission (the "FTC") and the       
Antitrust Division of the Department of Justice (the "DOJ") a notification and  
report, together with requests for early termination of the applicable waiting  
period, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as      
amended (the "HSR Act"), with respect to the Merger. On February   , 1998, Suiza
also filed a required notification of the Merger with the German Federal Cartel 
Office (the "German Cartel Office"). Expiration or early termination of the     
applicable waiting period under the HSR Act and applicable German law is a      
condition to the obligations of Suiza and the Company to consummate the Merger. 
The applicable waiting period under the HSR Act is scheduled to expire at 11:59 
p.m. on March 11, 1998, and the applicable waiting period with the German Cartel
Office is expected to terminate on March   , 1998. Neither Suiza nor the Company
is aware of any other governmental or regulatory approval required for          
consummation of the Merger, other than compliance with applicable securities    
laws. See "The Merger -- Governmental Approvals."                               

ABSENCE OF APPRAISAL RIGHTS                                                     

   Under Delaware law, the Stockholders are not entitled to appraisal rights
with respect to the Merger. See "The Merger -- Absence of Appraisal Rights."    

CONDITIONS PRECEDENT TO THE MERGER                                              

The obligations of the Company, Suiza and Sub to effect the Merger are
subject to, among other things, the fulfillment or, where permissible, waiver of
certain conditions, including without limitation: (i) the approval of the       
Merger, the Merger Agreement and the transactions contemplated thereby by the   
requisite vote of the Stockholders; (ii) the expiration or termination of any   
waiting period applicable to the consummation of the Merger under the HSR Act   
and any similar foreign act; (iii) the effectiveness of the Registration        
Statement and the absence of a stop order suspending such effectiveness; (iv)   
there not having been issued or in effect any preliminary or permanent          
injunction or order by any federal or state court in the United States of       
competent jurisdiction prohibiting the consummation of the Merger; (v) the      
listing on the NYSE, subject only to official notice of issuance, of the shares 
of Suiza Common Stock to be issued pursuant to the Merger; and (vi) the Company 
having received an opinion of Carter, Ledyard & Milburn and Suiza and Sub having
received an opinion of Hughes & Luce, L.L.P, in each case, that the Merger will 
qualify as a reorganization within the meaning of Section 368(a) of the Code.   
See "The Merger Agreement -- Conditions Precedent."                             

TERMINATION OF THE MERGER                                                       

    Under certain circumstances the Merger Agreement may be terminated and the
Merger abandoned prior to the Effective Time. In connection with the termination
of the Merger Agreement, the Company may, in certain circumstances, be required 
to reimburse Suiza for its expenses up to $2,000,000 and to pay Suiza a         
termination fee of $7,000,000. See "The Merger Agreement -- Termination."       

COMPARATIVE RIGHTS OF HOLDERS OF SUIZA COMMON STOCK AND COMPANY COMMON STOCK    

 The rights of holders of Company Common Stock are currently governed by
Delaware law and by the Company's Amended Certificate of Incorporation (the     
"Company Charter") and Bylaws (the "Company Bylaws"). If the Merger is          
consummated, the rights of former Continental Can Stockholders who become Suiza 
stockholders pursuant to the Merger will thereafter be governed by Suiza's      
Certificate of Incorporation (the "Suiza Charter") and Bylaws (the "Suiza       
Bylaws"). The rights of Suiza stockholders differ in certain                    

 5

S-4
17th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 17th

respects from those of the Continental Can Stockholders. See "Comparison of the 
Rights of Suiza Stockholders and Continental Can Stockholders" for a description
of such differences.                                                            

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

  For information regarding interests of certain officers and directors of
the Company separate from and in addition to their interests as stockholders of 
the Company generally, see "The Merger -- Interests of Certain Persons in the   
Merger."                                                                        

RISK FACTORS

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE 
CONSIDERED BY THE STOCKHOLDERS IN CONNECTION WITH AN INVESTMENT IN SUIZA COMMON 
STOCK UPON CONSUMMATION OF THE MERGER.                                          

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Proxy Statement/Prospectus contains or incorporates by reference 
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act that are subject to risks and           
uncertainties. All statements other than statements of historical fact included 
in this Proxy Statement/Prospectus, including, without limitation, statements   
under "The Merger -- Background of the Merger," "-- Reasons for the Merger;     
Recommendation of the Board," and "-- Opinion Financial Advisor to Continental  
Can" regarding the financial position, business strategy and plans and          
objectives of management of Suiza and the Company are forward-looking           
statements. Although Suiza and the Company believe that the expectations        
reflected in such forward-looking statements, to the extent applicable to each  
of them, are reasonable, neither can give any assurance that such expectations  
will prove to be correct. Important factors that could cause actual results to  
differ materially from expectations ("Cautionary Statements") are disclosed     
under "Risk Factors" and elsewhere in this Proxy Statement/Prospectus,          
including, without limitation, in conjunction with the forward-looking          
statements included herein. All subsequent written and oral forward-looking     
statements attributable to Suiza, the Company or persons acting on their behalf 
are expressly qualified in their entirety by the Cautionary Statements.         

 6

S-4
18th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 18th

MARKET PRICE AND DIVIDEND INFORMATION 

MARKET PRICE                                                                    

    The Suiza Common Stock began trading on the Nasdaq Stock Market's National
Market ("Nasdaq") on April 17, 1996. Effective March 5, 1997, the Suiza Common  
Stock began trading on the NYSE. The Company Common Stock began trading on the  
NYSE on October 21, 1992. The following table sets forth, for the periods from  
April 17, 1996 to               , 1998, the high and low sales prices of the    
Suiza Common Stock as quoted on Nasdaq and the NYSE, as applicable, and for the 
periods from January 1, 1995 to               , 1998, the high and low sales    
price of the Company Common Stock as quoted on the NYSE. On               ,     
1998, the last reported sales prices of the Suiza Common Stock and Company      
Common Stock on the NYSE were $          and $          per share, respectively.
At December 31, 1997, there were approximately 213 record holders of Suiza      
Common Stock and 284 record holders of Company Common Stock.                    

                                                        [Enlarge/Download Table]

                                                             SUIZA            COMPANY     
                                                          COMMON STOCK      COMMON STOCK  
                                                             PRICES            PRICES     
                                                        ----------------  ----------------
                                                         HIGH      LOW     HIGH      LOW  
                                                        ------    ------  ------    ------
                                                                                          
1995                                                                                      
  First Quarter........................................    N/A       N/A  $29.13    $21.25
  Second Quarter.......................................    N/A       N/A  $27.75    $23.38
  Third Quarter........................................    N/A       N/A  $24.75    $19.00
  Fourth Quarter.......................................    N/A       N/A  $19.75    $14.63

1996                                                                                      
  First Quarter........................................    N/A       N/A  $17.00    $15.13
  Second Quarter....................................... $18.75    $14.00  $15.50    $13.88
  Third Quarter........................................ $17.75    $15.75  $14.88    $10.75
  Fourth Quarter....................................... $20.75    $16.75  $16.75    $11.00

1997                                                                                      
  First Quarter........................................ $29.25    $19.50  $16.38    $12.63
  Second Quarter....................................... $42.00    $24.75  $20.25    $14.50
  Third Quarter........................................ $57.50    $39.13  $27.00    $19.50
  Fourth Quarter....................................... $62.50    $43.50  $26.56    $20.56

1998                                                                                      
  First Quarter (through               , 1998)......... $         $       $         $     

  On January 14, 1998, the last full trading day prior to the first public
announcement of the execution of the Merger Agreement, and on               ,   
1998, the last full trading day prior to the date of this Proxy                 
Statement/Prospectus, the reported high and low sale prices per share and       
closing price per share of Suiza Common Stock and Company Common Stock on the   
NYSE were as follows:                                                           

                                                        [Enlarge/Download Table]

                               JANUARY 14, 1998                        , 1998              
                       ---------------------------------  ---------------------------------
                         HIGH         LOW        CLOSE      HIGH         LOW        CLOSE  
                       ---------   ---------   ---------  ---------   ---------   ---------
                                                                                           
Suiza................. $64-15/16   $ 63-9/16   $  64-5/8  $           $           $        
Continental Can....... $  28-1/2   $  27-1/8   $  27-7/8  $           $           $        

Equivalent Per Share Prices.  The following table sets forth the last 
reported sale price of Suiza Common Stock on January 14, 1998, the last full    
trading day prior to the first public announcement of the execution of the      
Merger Agreement, and on               , 1998, the last practicable day prior to
the mailing of this Proxy Statement/Prospectus. The equivalent per share price  
of the Company Common Stock was determined by multiplying the last reported sale
price of a share of Suiza Common Stock at each specified                        

 7

S-4
19th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 19th

date by the Exchange Ratio in the Merger of 0.629. These assumptions are made   
solely for the purpose of calculating the data presented below and are not      
intended to be, nor should they be, interpreted as a representation or          
approximation of the actual value of the Suiza Common Stock to be issued in the 
Merger. For a discussion of the terms upon which Company Common Stock will be   
converted into Suiza Common Stock in the Merger, see "The Merger -- General."   

                                                        [Enlarge/Download Table]

                                                                           EQUIVALENT PRICE
                                                               PRICE OF      PER SHARE OF  
                                                                SUIZA          COMPANY     
                                                             COMMON STOCK    COMMON STOCK  
                                                             ------------  ----------------
                                                                                           
January 14, 1998............................................    $64.88          $40.81     
              , 1998........................................    $               $          

  THE MARKET PRICE OF THE SUIZA COMMON STOCK AND COMPANY COMMON STOCK WILL
FLUCTUATE BETWEEN THE DATE OF THIS PROXY STATEMENT/PROSPECTUS AND THE EFFECTIVE 
DATE. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR SHARES OF  
SUIZA COMMON STOCK AND COMPANY COMMON STOCK.                                    

DIVIDENDS                                                                       

    Neither Suiza nor Continental Can have declared or paid a cash dividend on
their common stock. Following the Merger, Suiza's management intends to retain  
all earnings to cover working capital requirements and to fund capital          
expenditures, scheduled debt repayments and acquisitions, and does not          
anticipate paying cash dividends on the Suiza Common Stock in the foreseeable   
future.                                                                         

 8

S-4
20th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 20th

COMPARATIVE PER SHARE DATA

The following table sets forth certain supplemental and historical per
common share data for Suiza and Continental Can and unaudited pro forma and     
equivalent pro forma per common share data. Earnings (loss) per common share are
presented for the nine months ended September 30, 1997 and for each of the three
years in the period ended December 31, 1996. The supplemental historical per    
common share data for Suiza gives retroactive effect to Suiza's mergers with    
Country Fresh and Morningstar on November 25, 1997 and November 26, 1997,       
respectively, which have been accounted for as poolings of interests. Pro forma 
and equivalent pro forma book value per common share is presented as of         
September 30, 1997 and December 31, 1996. No cash dividends were declared by    
Suiza or Continental Can during the periods presented. This data should be read 
in conjunction with the summary financial data and the pro forma financial data 
included in this Proxy Statement/Prospectus and the separate supplemental       
historical consolidated financial statements of Suiza and the historical        
consolidated financial statements of Continental Can and the notes thereto      
incorporated by reference in this Proxy Statement/Prospectus. The pro forma     
financial data are not necessarily indicative of the operating results or       
financial position that would have occurred had the Merger been consummated at  
the beginning of the earliest period presented and should not be construed as   
indicative of future operations.                                                

                                                        [Enlarge/Download Table]

                                                                                  UNAUDITED  
                                                                                 NINE MONTHS 
                                                                                    ENDED    
                                                    YEARS ENDED DECEMBER 31,    SEPTEMBER 30,
                                                   --------------------------   -------------
                                                    1994      1995      1996        1997     
                                                   ------    ------    ------   -------------
                                                                                             
SUPPLEMENTAL HISTORICAL -- SUIZA                                                             
  Supplemental earnings per common share (a).....  $ 0.71    $ 0.25    $ 1.88      $ 1.73    
  Supplemental book value per common share at end                                            
     of period (b)...............................    9.94      5.15      8.40       12.43    
HISTORICAL -- CONTINENTAL CAN                                                                
  Earnings (loss) per common share (a)...........  $ 1.39    $ 0.17    $(1.69)     $ 2.10    
  Book value per common share at end of period                                               
     (b).........................................   22.43     23.87     21.44       21.46    
UNAUDITED PRO FORMA PER SHARE DATA OF SUIZA                                                  
  COMMON STOCK                                                                               
  Earnings per common share (c)..................      --        --    $ 2.32      $ 2.20    
  Book value per common share....................      --        --        --       15.80    
UNAUDITED EQUIVALENT PRO FORMA DATA PER SHARE OF                                             
  COMPANY COMMON STOCK (d)                                                                   
  Earnings per common share......................      --        --    $ 1.46      $ 1.38    
  Book value per common share....................      --        --        --        9.94    

(a)  The supplemental historical earnings per common share is based upon the    
   weighted average number of common shares outstanding, and, in the case of
 Suiza, as adjusted for a stock split and restated for Country Fresh and
     Morningstar mergers, which were accounted for as poolings of interests, for
each period indicated.                                                

(b)  The supplemental historical book value per common share is computed by     
dividing stockholders' equity by the number of shares of common stock 
    outstanding at the end of each period indicated and, in the case of Suiza,
as restated for the Country Fresh and Morningstar mergers, which were 
accounted for as poolings of interests.                               

(c)  The unaudited pro forma earnings per common share is based upon the        
weighted average number of common shares outstanding for each period  
indicated.                                                            

(d)  The unaudited equivalent pro forma per common share data is calculated by  
   multiplying the unaudited pro forma per common share data by the Exchange
Ratio of 0.629.                                                       

 9

S-4
21st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 21st

SUMMARY FINANCIAL DATA OF THE COMPANY 
(IN THOUSANDS, EXCEPT SHARE DATA) 

  The following table sets forth summary historical consolidated financial
data for the Company for each of the three years in the period ended December   
31, 1996 and for the unaudited nine-month periods ended September 30, 1996 and  
1997. Such data have been derived from, and should be read in conjunction with, 
the audited consolidated financial statements and unaudited interim financial   
statements incorporated by reference herein. See "Available Information" and    
"Incorporation of Certain Information by Reference."                            

                                                        [Enlarge/Download Table]

                                                                                NINE MONTHS ENDED    
                                            YEAR ENDED DECEMBER 31,               SEPTEMBER 30,      
                                      ------------------------------------   ----------------------- 
                                         1994         1995         1996         1996         1997    
                                      ----------   ----------   ----------   ----------   ---------- 
                                                                                                     
INCOME STATEMENT DATA:                                                                               
  Net sales.......................... $  537,180   $  614,387   $  585,034   $  443,527   $  414,365 
  Operating Income...................     25,648       20,598       19,874       18,751       26,987 
  Interest expense, net..............    (18,684)     (19,917)     (19,593)     (14,826)     (12,195)
  Income (loss) from continuing                                                                      
     operations(1)...................      6,663           91           (1)       3,988       14,895 
                                      ----------   ----------   ----------   ----------   ---------- 
  Net Income(2)......................      4,445          555       (5,560)       2,382        7,353 
  Earnings (loss) per share:(2)                                                                      
     Primary.........................       1.39         0.17        (1.69)        0.72         2.10 
     Fully Diluted...................       1.34         0.17        (1.69)        0.72         2.10 
  Weighted average shares                                                                            
     outstanding.....................  3,220,082    3,338,737    3,288,816    3,289,370    3,501,642 
BALANCE SHEET DATA (AT END OF                                                                        
  PERIOD):                                                                                           
     Total assets.................... $  423,585   $  445,411   $  391,032   $  455,386   $  412,223 
     Long-term debt, excluding                                                                       
       current portion...............    142,361      143,138      170,750      127,738      159,465 
     Total stockholders' equity......     70,696       76,298       68,624       76,214       69,056 

(1)  Includes restructuring charges of $2,541 in 1994, $4,905 in 1995, $7,624 in
1996, and $1,500 during the nine months ended September 30, 1996.     

(2)  Includes an extraordinary charge of $6,136 ($1.87 per share both primary   
    and fully diluted) in 1996. Includes an extraordinary charge of $115 ($.03
  per share both primary and fully diluted) in 1995. Includes a charge for
    the cumulative effect of an accounting change of $262 ($.08 per share both
  primary and fully diluted) and an extraordinary charge of $108 ($.03 per
share both primary and fully diluted) in 1994.                        

10

S-4
22nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 22nd

SUMMARY FINANCIAL DATA OF SUIZA 
(IN THOUSANDS, EXCEPT SHARE DATA) 

     The following table sets forth summary supplemental historical consolidated
financial data for Suiza as of and for each of the three years in the period    
ended December 31, 1996 and as of and for the unaudited nine-month periods ended
September 30, 1996 and 1997. The summary supplemental historical consolidated   
financial data give retroactive effect to Suiza's mergers with Country Fresh and
Morningstar on November 25, 1997 and November 26, 1997, respectively, which have
been accounted for as poolings of interests. Such data have been derived from,  
and should be read in conjunction with, the audited supplemental consolidated   
financial statements and unaudited supplemental interim financial statements    
incorporated by reference herein. See "Available Information" and "Incorporation
of Certain Information by Reference."                                           

                                                        [Enlarge/Download Table]

                                                                                  UNAUDITED NINE MONTHS   
                                              YEAR ENDED DECEMBER 31,              ENDED SEPTEMBER 30,    
                                      ---------------------------------------   ------------------------- 
                                         1994          1995          1996          1996          1997     
                                      -----------   -----------   -----------   -----------   ----------- 
                                                                                                          
SUPPLEMENTAL OPERATING DATA:                                                                              
  Net sales.......................... $   938,866   $ 1,065,433   $ 1,260,349   $   887,103   $ 1,299,094 
  Income from operations.............      47,810        47,672        71,552        51,492        97,231 
  Interest expense, net..............      23,817        25,615        22,715        16,066        28,366 
  Income from continuing operations                                                                       
    before cumulative effect of                                                                           
    change in accounting and                                                                              
    extraordinary loss (1)...........      17,534        13,833        49,178        39,115        58,027 
  Net income(2)......................      16,391         5,555        46,963        36,900        54,757 
  Net income applicable to common                                                                         
    stock............................ $    16,391   $     5,251   $    46,661   $    36,672   $    54,533 
  Earnings per common share:                                                                              
    Income before extraordinary                                                                           
      loss........................... $      0.76   $      0.64   $      1.97   $      1.63   $      1.83 
    Income from discontinued                                                                              
      operations.....................        0.06          0.01            --            --            -- 
    Cumulative effect of accounting                                                                       
      change.........................       (0.10)           --            --            --            -- 
    Extraordinary Loss...............       (0.01)        (0.40)        (0.09)        (0.10)        (0.10)
    Net Income....................... $      0.71   $      0.25   $      1.88   $      1.53   $      1.73 
  Weighted average number of shares                                                                       
    outstanding......................  23,106,841    21,036,608    24,768,983    23,926,430    31,526,771 
SUPPLEMENTAL BALANCE SHEET DATA (AT                                                                       
  END OF PERIOD):                                                                                         
  Total assets....................... $   503,087   $   489,996   $   839,345   $   642,372   $ 1,377,037 
  Long-term debt, net of current                                                                          
    portion..........................     241,436       239,897       432,613       269,385       732,503 
  Preferred stock....................          --         3,800         3,741         3,796         3,741 
  Total common stockholders equity...     127,954       108,109       210,113       199,639       375,930 

(1) Includes pre tax charges for merger, financing and other costs of $1,660 in 
   1994, $10,238 in 1995 and $571 for 1996 and the nine months ended September
 30, 1996; other income from the sale of Puerto Rico tax credits of $3,400
 for 1996 and the nine months ended September 30, 1996 and $18,100 for the
 nine months ended September 30, 1997; and the tax benefit of $11,750 from
the recognition of Puerto Rico tax credits for 1996 and the nine months 
ended September 30, 1996.                                               

(2) Includes income from discontinued operations of $1,326 in 1994 and $184 in  
1995, net of income taxes of $3,372 and $216, respectively; a charge of 
 $2,272 in 1994 from the cumulative effect of the change in accounting for
 postretirement benefits other than pensions, net of income tax benefit of
 $1,170; and extraordinary losses from the early extinguishment of debt of
 $197 in 1994, $8,462 (net of tax benefit of $700) in 1995, $2,215 (net of
tax benefit of $900) in 1996 and for the nine months ended September 30,
 1996; and $3,270 (net of tax benefit of $2,000) for the nine months ended
September 30, 1997.                                                     

11

S-4
23rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 23rd

SUMMARY PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE DATA) 

The following unaudited summary pro forma financial data is based on  
adjustments to the historical supplemental consolidated balance sheet and       
related supplemental consolidated statements of income of Suiza to give effect  
to (i) the Merger, and (ii) the completed acquisitions by Suiza of Garrido on   
July 1, 1997, Swiss Dairy on September 9, 1996, Presto on December 3, 1996,     
Model Dairy on December 16, 1996, Dairy Fresh on July 1, 1997 and Garelick Farms
on July 31, 1997. All of the above acquisitions have been accounted for using   
the purchase method of accounting.                                              

  The unaudited pro forma consolidated statements of earnings data for the
year ended December 31, 1996 and the nine month period ended September 30, 1997 
give effect to the proposed Merger of Continental Can and the completed         
acquisitions by Suiza as if they had been consummated on January 1, 1996. The   
unaudited pro forma consolidated balance sheet data as of September 30, 1997    
gives effect to the proposed Merger of Continental Can, as if it had been       
consummated on September 30, 1997.                                              

  The summary pro forma data presented below should be read in conjunction
with the selected supplemental financial data of Suiza and the selected         
financial data of Continental Can, the unaudited pro forma financial data and   
notes thereto, "Recent Developments" and the financial statements and other     
financial information incorporated herein by reference. The unaudited pro forma 
income statement data are not necessarily indicative of the operating results   
that would have occurred had the proposed Merger of Continental Can and the     
completed acquisitions by Suiza occurred on January 1, 1996, nor are they       
necessarily indicative of the future operating results of Suiza.                

                                                        [Enlarge/Download Table]

                                                             DECEMBER 31,  SEPTEMBER 30,
                                                                 1996          1997     
                                                             ------------  -------------
                                                                                        
INCOME STATEMENT DATA:                                                                  
  Net sales................................................. $ 2,599,660    $ 1,997,744 
  Operating income..........................................     152,637        152,420 
  Interest expense, net.....................................      81,712         54,878 
  Income from continuing operations.........................      63,196         74,667 
  Income per Common Share from Continuing Operations........        2.32           2.20 
  Weighted Average Shares Outstanding.......................  27,089,876     33,847,664 
BALANCE SHEET DATA (AT END OF PERIOD):                                                  
  Total assets..............................................                  1,870,240 
  Long-term debt, excluding current portion.................                    909,968 
  Total stockholders' equity................................                    518,332 

12

S-4
24th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 24th

RISK FACTORS

  In considering the matters set forth in this Proxy Statement/Prospectus,
the Stockholders should carefully consider, among other things, the significant 
risks and speculative factors described below, which are associated with an     
investment in Suiza Common Stock upon consummation of the Merger.               

RISKS ASSOCIATED WITH ACQUISITION STRATEGY                                      

     Suiza's strategy is to continue to expand its dairy, ice, food distribution
and packaging businesses primarily through acquisitions of strong regional      
operators in new markets and consolidating or add-on acquisitions in its        
existing markets. Suiza will evaluate specific acquisition opportunities based  
on market conditions and economic factors existing at the time and intends to   
pursue favorable opportunities as they arise. Suiza may encounter increased     
competition for acquisitions in the future, which could result in acquisition   
prices that Suiza does not consider acceptable. There can be no assurance that  
Suiza will find suitable acquisition candidates at acceptable prices or succeed 
in integrating acquired businesses into Suiza's existing business or in         
retaining key customers of acquired businesses. There can also be no assurance  
that Suiza will have sufficient available capital resources to realize its      
acquisition strategy. See "-- Substantial Indebtedness."                        

   Although Suiza often acquires operations in new markets requiring minimal
integration, the success of Suiza's acquisition strategy is also dependent on   
the ability of Suiza to integrate add-on acquisitions into Suiza's existing     
operations in established markets. In addition, Suiza Food's recent growth has  
placed, and is expected to continue to place, a significant strain on its       
management, operational and financial resources. There can be no assurance that 
the integration of these operations and future acquired operations will not     
result in unforeseen difficulties, or require the investment of capital or      
absorb significant management resources at levels higher than that anticipated  
by management, or that Suiza will realize meaningful economies of scale or      
operating efficiencies from its acquisitions. The failure of Suiza to           
successfully integrate acquired operations could have a material adverse effect 
on Suiza.                                                                       

COMPETITION                                                                     

  Suiza's regional dairy businesses are subject to significant competition
from regional dairy operations and large national food service distributors that
operate in Suiza's markets. Competition in the dairy processing, fruit drink and
food distribution businesses is based primarily on service, price, brand        
recognition, quality and breadth of product line. Certain of Suiza's competitors
are large, well capitalized and may have greater financial, operational and     
marketing resources than Suiza.                                                 

The dairy industry has excess capacity and has been in the process of 
consolidation for many years. Excess capacity has resulted from the development 
of more efficient manufacturing techniques, the establishment of captive dairy  
manufacturing operations by large grocery retailers and relatively little growth
in the demand for fresh milk products. Any expansion of production capacity in  
one of Suiza's regional markets could have an adverse effect on Suiza's         
operations.                                                                     

     The plastic container manufacturing industry is also subject to significant
competition. Suiza competes with larger independent manufacturing companies and 
vertically integrated food and industrial companies that operate captive plastic
container manufacturing facilities. The primary competitive factors in the      
plastic container manufacturing industry are price, quality and service. Many of
the Suiza competitors in the plastics industry are larger and better capitalized
than Suiza, and have greater resources than Suiza.                              

    The packaged ice business is also highly competitive. Suiza faces a number
of competitors in the packaged ice business, including smaller independent ice  
manufacturers, convenience and grocery retailers that operate captive commercial
ice plants and retailers that manufacture and package ice at store locations.   
Competition exists primarily on a regional basis, with service, price and       
quality as the principal competitive factors. A significant increase in the     
utilization of captive commercial ice plants or on-site manufacturing by        
operators of large retail chains served by Suiza could have an adverse effect on
Suiza's operations.                                                             

13

S-4
25th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 25th

SUBSTANTIAL INDEBTEDNESS                                                        

On September 30, 1997, Suiza's supplemental total indebtedness and    
long-term debt (excluding current portion) were $766.5 million and $732.5       
million, respectively, with long-term indebtedness (excluding current portion)  
representing 65.9% of total capitalization. In connection with its acquisition  
of Country Fresh and Morningstar in November 1997, Suiza increased the size of  
its senior credit facility from $700.0 million to $1.25 billion in the          
aggregate. Suiza's supplemental total indebtedness and long-term debt (excluding
current portion), as of September 30, 1997, on a pro forma basis giving effect  
to the Merger with the Company, would be $972.0 million and $910.0 million,     
respectively, with long-term indebtedness (excluding current portion)           
representing 63.7% of total capitalization. As a result of its senior credit    
facility, Suiza can incur substantial amounts of additional indebtedness in the 
future.                                                                         

 The senior credit facility and related debt service obligations may (i)
limit Suiza's ability to obtain additional financing in the future; (ii) require
Suiza to dedicate a significant portion of its cash flow to the payment of      
principal and interest on its indebtedness, thereby reducing the funds available
to Suiza for other purposes; (iii) limit Suiza's flexibility in planning for, or
reacting to, changes in its business and market conditions; and (iv) impose     
additional financial and operational restrictions on Suiza, including           
restrictions on dividends.                                                      

   Suiza's ability to make scheduled payments on its indebtedness depends on
its financial and operating performance, which is subject to prevailing economic
conditions and to financial, business and other factors, some of which are      
beyond Suiza's control. Suiza has pledged the stock of its subsidiaries to      
secure its indebtedness under the senior credit facility. The failure of Suiza  
to comply with the financial and other restrictive covenants under the senior   
credit facility may result in an event of default which, if not cured or waived,
could have a material adverse effect on Suiza. Suiza has entered into various   
interest rate agreements to reduce its exposure to effect of fixing Suiza's     
interest rate with respect to a portion of its indebtedness under the senior    
credit facility. Suiza remains subject to interest rate risk, however, with     
respect to a substantial portion of its indebtedness.                           

GOVERNMENT REGULATION; RAW MATERIAL COSTS                                       

   The price of raw milk in the United States fluctuates based on supply and
demand, with minimum support prices established monthly on a regional basis by  
federal or state government agencies. In 1996, Congress passed legislation to   
phase out support prices over a specified period. There can be no assurance that
a material increase in milk prices in the United States will not occur, and such
an increase could reduce the profitability of Suiza's operations and have a     
material adverse effect on Suiza.                                               

 As a manufacturer and distributor of food products, Suiza is subject to
federal, state and local laws and regulations governing the manufacture         
(including composition and ingredients), labeling, packaging and safety of food.
The Federal Food and Drug Administration and various state and local agencies   
are authorized to enforce these laws and regulations by inspecting Suiza's      
facilities and requiring remedial action where necessary. Although Suiza        
maintains quality control programs designed to address these issues, an actual  
or perceived problem with the quality or safety of products at any of Suiza's   
facilities could lead to product withdrawals, product recalls, remediation      
expenses, temporary plant closings and related negative publicity, any of which 
could have a material adverse effect on Suiza. Suiza's operations are also      
subject to other federal, Puerto Rico, state and local governmental regulation. 

DEPENDENCE ON KEY PERSONNEL                                                     

  The future success of Suiza' business operations is dependent in part on
the efforts and skills of certain key members of management, including Gregg L. 
Engles, Chairman and Chief Executive Officer of Suiza. The loss of any of its   
key members of management could have an adverse effect on Suiza. Suiza has not  
obtained key man life insurance with respect to any of its key members of       
management.                                                                     

14

S-4
26th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 26th

LIMITATIONS ON FAVORABLE TAX TREATMENT                                          

     Under Section 936 of the Code, a portion of Suiza's income derived from its
dairy, fruit drink and plastic container manufacturing operations in Puerto Rico
qualifies for a tax credit that has the effect of reducing or eliminating United
States income taxes on income derived from these operations. In the Revenue     
Reconciliation Act of 1993, the United States Congress imposed certain          
limitations on the availability of the Section 936 credit. In August 1996,      
Congress passed the Small Business Job Protection Act of 1996 which contains    
further restrictions on the availability of Section 936 credits and eliminates  
Section 936 altogether by December 31, 2005. These limitations, combined with   
certain other provisions in the Code that govern the allocation among affiliated
corporations of credits under Section 936, may limit the amount of tax credits  
available to Suiza prior to the expiration of Section 936.                      

ANTITAKEOVER PROVISIONS                                                         

     The Suiza Charter and Suiza Bylaws contain provisions that may delay, defer
or prevent a change in control of Suiza. Among other things, these provisions:  
(i) authorize the Suiza Board to issue preferred stock in series with the terms 
of each series to be fixed by the Suiza Board; (ii) divide the Suiza Board into 
three classes so that only approximately one-third of the total number of       
directors will be elected each year; (iii) permit directors to be removed only  
for cause; and (iv) specify advance notice requirements for stockholder         
proposals and director nominations. See "Comparison of the Rights of Suiza      
Stockholders and Continental Can Stockholders."                                 

EXPECTED BENEFITS OF COMBINED BUSINESS MAY NOT BE ACHIEVED                      

     There can be no assurance that the expected benefits of the Merger relative
to the combined businesses as described under "The Merger -- Reasons for the    
Merger; Recommendation of the Board" will be achieved. The integration of       
departments, systems and procedures present significant management challenges   
and there can be no assurance that such actions will be successfully            
accomplished within a specified time period or at all.                          

For additional information concerning the risks associated with the   
Company's business see the Company's Annual Report on Form 10-K for the year    
ended December 31, 1996, which report is incorporated by reference herein.      

PARTIES TO THE MERGER AGREEMENT 

THE COMPANY                                                                     

 Continental Can is a holding company primarily engaged in the packaging
business through a number of operating subsidiaries. Continental Can's packaging
business consists of its 84% owned domestic subsidiary, PCI, which owns         
Continental Plastic Containers, Inc. and Continental Caribbean Containers, Inc. 
(collectively, "CPC"), a leading manufacturer of extrusion blow-molded          
containers in the United States. Continental Can's wholly-owned German operating
subsidiary is Dixie Union, which manufactures multi-layer shrink bags, composite
plastic films and packaging machines and slicers. Continental Can's             
majority-owned European operating subsidiaries are Ferembal, a leading          
manufacturer of rigid packaging and Obalex, a manufacturer of two and           
three-piece cans for food.                                                      

CPC supplies containers for food and beverages, household chemicals,  
automotive products and motor oil, industrial and agricultural chemicals,       
cosmetics and toiletries. CPC's customers include some of the largest consumer  
product companies in the United States, such as Clorox Company, Coca-Cola Foods,
Colgate-Palmolive Company, Mobil Oil Corporation, Pennzoil Products Company,    
Procter & Gamble company and Quaker Oats Company.                               

Ferembal is the second largest supplier of food cans in France. Its   
customers include many leading French and European vegetable and prepared food  
processors, pet food processors, and paint and other industrial can users.      
Obalex manufactures cans in the Czech Republic.                                 

15

S-4
27th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 27th

     Dixie Union's customers are primarily processors of meats, cheeses, poultry
and fish products, although it also produces packaging and machinery for        
suppliers of technical and medical products.                                    

     This Proxy Statement/Prospectus should be read in conjunction with the more
detailed information on the Company and its business contained in the Company's 
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which is
incorporated herein by reference. See "Incorporation of Certain Information by  
Reference."                                                                     

SUIZA                                                                           

   Suiza is a leading manufacturer and distributor of fresh milk and related
dairy products, plastic containers and packaged ice in the United States. Each  
of Suiza's operating subsidiaries is a strong competitor in its market, with an 
established reputation for customer service and product quality. Suiza's dairy  
and ice subsidiaries market their products through extensive distribution       
networks to a diverse group of customers, including convenience stores, grocery 
stores, schools and institutional food service customers. Suiza's customers in  
the plastic container business include regional dairy manufacturers, bottled    
water processors and other beverage manufacturers. Suiza also manufactures,     
distributes and markets refrigerated, shelf-stable and frozen food products.    
Suiza has grown primarily through a successful acquisition strategy, having     
consummated 61 acquisitions since its inception in 1988, including 39           
acquisitions since its initial public offering in April 1996.                   

     This Proxy Statement/Prospectus should be read in conjunction with the more
detailed information on Suiza and its business contained in Suiza' Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, which is incorporated 
herein by reference. See "Incorporation of Certain Information by Reference."   

SUB                                                                             

 Sub is a wholly owned subsidiary of Suiza, incorporated in Delaware, on
January 13, 1998 for the purpose of effectuating the Merger and the other       
transactions contemplated by the Merger Agreement. Prior to the consummation of 
the Merger, Sub will not engage in any activity other than activities related to
the transactions contemplated by the Merger Agreement.                          

16

S-4
28th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 28th

RECENT DEVELOPMENTS 

On November 25, 1997, Suiza completed the acquisition of Country Fresh
through a merger between Country Fresh and a wholly-owned subsidiary of Suiza.  
Country Fresh is a processor of milk, juice and ice cream products based in     
Grand Rapids, Michigan and reported net sales of approximately $353 million     
during its fiscal year ended March 1, 1997. As consideration for the Country    
Fresh Merger, Suiza issued approximately 1.9 million shares of Suiza Common     
Stock and 11,691 shares of Series A Preferred Stock. Suiza also assumed         
outstanding options of Country Fresh, which became exercisable to purchase      
approximately 230,000 shares of Suiza Common Stock.                             

On November 26, 1997, Suiza completed the acquisition of Morningstar  
through a merger between Morningstar and a wholly-owned subsidiary of Suiza.    
Morningstar is a national manufacturer, distributor and marketer of             
refrigerated, shelf-stable and frozen food products and reported pro forma      
revenues of approximately $528 million for 1996. As consideration for the       
Morningstar Merger, Suiza issued approximately 13.2 million shares of Suiza     
Common Stock and assumed outstanding options of Morningstar, which became       
exercisable to purchase approximately 2.9 million shares of Suiza Common Stock. 

     The Country Fresh Merger and the Morningstar Merger have been accounted for
using the "pooling of interests" method of accounting. Accordingly, the summary 
and selected supplemental financial data of Suiza presented in this Proxy       
Statement/Prospectus give retroactive effect to both of these mergers. See      
"Summary -- Summary Financial Data of Suiza" and "Selected Financial Data of    
Suiza."                                                                         

    On January 31, 1998, Suiza signed a definitive agreement to acquire all of
the common equity interests in Land-O-Sun Dairies, L.L.C. 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 revenues of approximately $464       
million in 1997. The total purchase price for the acquisition will be           
approximately $287 million, consisting of approximately $124 million in cash,   
$100 million of trust issued preferred securities and the assumption or         
refinancing of certain of Land-O-Sun's outstanding indebtedness and existing    
preferred interests, which totaled approximately $63 million as of December 31, 
1997. For a more detailed description of the terms of the trust issued preferred
securities and the related debentures, see "Comparison of the Rights of Suiza   
Stockholders and Continental Can Stockholders -- Trust Issued Preferred Equity  
Securities." The Land-O-Sun acquisition, which is subject to customary closing  
conditions, is expected to be completed during the first quarter of 1998. There 
can be no assurance that the Land-O-Sun acquisition will be completed as        
currently contemplated or at all. The Merger and the Land-O-Sun acquisition are 
separate transactions, and the closings of such transactions are not in any way 
contingent on each other.                                                       

17

S-4
29th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 29th

SELECTED FINANCIAL DATA OF THE COMPANY
(IN THOUSANDS, EXCEPT SHARE DATA) 

   The following selected financial data of the Company for each of the five
years in the period ended December 31, 1996 have been derived from the Company's
audited consolidated financial statements. The selected consolidated financial  
data for the nine months ended September 30, 1996 and 1997 are unaudited, and,  
in the opinion of management, reflect all adjustments (consisting only of normal
recurring accruals) that are necessary to present fairly the financial results  
for such periods. The selected financial data do not purport to indicate results
of operations as of any future date or for any future period. The Selected      
Financial Data should be read in conjunction with the Consolidated Financial    
Statements and related notes of the Company incorporated by reference into this 
Proxy Statement/Prospectus.                                                     

                                                        [Enlarge/Download Table]

                                                                                                              UNAUDITED        
                                                                                                          NINE MONTHS ENDED    
                                                         YEAR ENDED DECEMBER 31,                            SEPTEMBER 30,      
                                      --------------------------------------------------------------   ----------------------- 
                                         1992         1993         1994         1995         1996         1996         1997    
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
                                                                                                                               
OPERATING DATA:                                                                                                                
Net sales............................ $  511,241   $  481,842   $  537,180   $  614,387   $  585,034   $  443,527   $  414,365 
Cost of sales........................    414,369      394,678      447,884      523,978      498,008      374,981      347,130 
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
  Gross profit.......................     96,872       87,164       89,296       90,409       87,026       68,546       67,235 
Selling, general and administrative                                                                                            
  expenses...........................     67,272       62,293       61,107       64,906       59,528       48,295       40,248 
Restructuring charges................         --           --        2,541        4,905        7,624        1,500           -- 
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
  Operating income...................     29,600       24,871       25,648       20,598       19,874       18,751       26,987 
Other income (expense)                                                                                                         
  Interest expense, net..............    (26,023)     (22,942)     (18,684)     (19,917)     (19,593)     (14,826)     (12,195)
  Foreign currency exchange gain                                                                                               
    (loss)...........................       (562)        (134)        (121)        (299)         115          153          124 
  Other, net.........................        559          (55)        (180)        (291)        (397)         (90)         (21)
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
    Net other expenses...............    (26,026)     (23,131)     (18,985)     (20,507)     (19,875)     (14,763)     (12,092)
Income (loss) before provision                                                                                                 
  (recovery) for income taxes,                                                                                                 
  minority interest, extraordinary                                                                                             
  item and cumulative effect of                                                                                                
  accounting change..................      3,574        1,740        6,663           91           (1)       3,988       14,895 
Provision (recovery) for income                                                                                                
  taxes..............................      3,117        2,655        1,761         (503)       1,245        1,618        4,612 
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
Income (loss) before minority                                                                                                  
  interest, extraordinary item and                                                                                             
  cumulative effect of accounting                                                                                              
  change.............................        457         (915)       4,902          594       (1,246)       2,370       10,283 
Minority interest....................     (2,648)      (1,903)          87          (76)      (1,822)         (12)       2,930 
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
Income before extraordinary item and                                                                                           
  cumulative effect of accounting                                                                                              
  change.............................      3,105          988        4,815          670          576           --           -- 
Extraordinary item, net..............     (1,502)          --         (108)        (115)      (6,136)          --           -- 
Cumulative effect of accounting                                                                                                
  change, net........................        460           --         (262)          --           --           --           -- 
                                      ----------   ----------   ----------   ----------   ----------   ----------   ---------- 
Net income (loss).................... $    2,063   $      988   $    4,445   $      555   $   (5,560)  $    2,382   $    7,353 

18

S-4
30th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 30th

                                                        [Enlarge/Download Table]

                                                                                                              UNAUDITED       
                                                                                                          NINE MONTHS ENDED   
                                                         YEAR ENDED DECEMBER 31,                            SEPTEMBER 30,     
                                      --------------------------------------------------------------   -----------------------
                                         1992         1993         1994         1995         1996         1996         1997   
                                      ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                                                              
Weighted average common shares                                                                                                
  outstanding........................  3,078,387    3,023,045    3,220,082    3,338,737    3,288,816    3,289,370    3,501,642
Earnings (loss) per common share --                                                                                           
  Primary:                                                                                                                    
  Before extraordinary item and                                                                                               
    cumulative effect of accounting                                                                                           
    change........................... $     1.01   $     0.33   $     1.50   $     0.20   $     0.18   $     0.72   $     2.10
  Extraordinary item, net............      (0.49)          --        (0.03)       (0.03)       (1.87)          --           --
  Cumulative effect of accounting                                                                                             
    change, net......................       0.15           --        (0.08)          --           --           --           --
                                      ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net earnings (loss) per common share                                                                                          
  -- primary......................... $     0.67   $     0.33   $     1.39   $     0.17   $    (1.69)  $     0.72   $     2.10
                                      ==========   ==========   ==========   ==========   ==========   ==========   ==========
Earnings (loss) per common share --                                                                                           
  assuming full dilution:                                                                                                     
  Before extraordinary item and                                                                                               
    cumulative effect of accounting                                                                                           
    change........................... $     0.94   $     0.32   $     1.45   $     0.20   $     0.18   $     0.72   $     2.10
  Extraordinary item, net............      (0.44)          --        (0.03)       (0.03)       (1.87)          --           --
  Cumulative effect of accounting                                                                                             
    change, net......................       0.14           --        (0.08)          --           --           --           --
                                      ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net earnings (loss) per common share                                                                                          
  -- assuming full dilution.......... $     0.64   $     0.32   $     1.34   $     0.17   $    (1.69)  $     0.72   $     2.10
                                      ==========   ==========   ==========   ==========   ==========   ==========   ==========
BALANCE SHEET DATA (AT END OF                                                                                                 
  PERIOD):                                                                                                                    
  Total assets....................... $  400,010   $  385,907   $  423,585   $  445,411   $  391,032   $  455,386   $  412,223
  Long-term debt, net of current                                                                                              
    portion..........................    165,701      153,982      142,361      143,138      170,750      127,738      159,465
  Total stockholders' equity.........     62,935       60,855       70,696       76,298       68,624       76,214       69,056

19

S-4
31st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 31st

SELECTED FINANCIAL DATA OF SUIZA
(IN THOUSANDS, EXCEPT SHARE DATA) 

     The following selected supplemental financial data of Suiza for each of the
five years in the period ended December 31, 1996 have been derived from Suiza's 
supplemental audited consolidated financial statements. The selected            
supplemental consolidated financial data for the nine months ended September 30,
1996 and 1997 are unaudited, and in the opinion of management, reflect all      
adjustments (consisting only of normal recurring accruals) that are necessary to
present fairly the financial results for such periods. The selected supplemental
financial data of Suiza give retroactive effect to Suiza's mergers with Country 
Fresh and Morningstar on November 25, 1997 and November 26, 1997, respectively, 
which have been accounted for as poolings of interests. The selected            
supplemental financial data do not purport to indicate results of operations as 
of any future date or for any future period. The selected supplemental financial
data of Suiza should be read in conjunction with the supplemental consolidated  
financial statements and related notes of Suiza incorporated by reference into  
this Proxy Statement/Prospectus."                                               

                                                        [Enlarge/Download Table]

                                                                                                                UNAUDITED         
                                                                                                            NINE MONTHS ENDED     
                                                        YEAR ENDED DECEMBER 31,                               SEPTEMBER 30,       
                                  -------------------------------------------------------------------   ------------------------- 
                                     1992          1993          1994          1995          1996          1996          1997     
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
                                                                                                                                  
SUPPLEMENTAL OPERATING DATA:                                                                                                      
Net sales.......................  $   568,977   $   624,363   $   938,866   $ 1,065,433   $ 1,260,349   $   887,103   $ 1,299,094 
Cost of sales...................      436,797       486,757       726,393       831,485       989,053       693,741       986,672 
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
Gross profit....................      132,180       137,606       212,473       233,948       271,296       193,362       312,422 
Operating costs and expenses:                                                                                                     
 Selling and distribution.......       65,785        74,741       115,457       124,275       140,520       100,566       154,487 
 General and administrative.....       26,394        29,860        41,468        45,659        50,461        35,303        49,629 
 Amortization of intangibles....        6,745         4,854         6,078         6,104         8,192         5,430        11,075 
 Restructuring charges..........        1,093         7,100            --            --            --            --            -- 
 Merger and other costs.........        1,199            --         1,660        10,238           571           571            -- 
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
 Total operating costs and                                                                                                        
   expenses.....................      101,216       116,555       164,663       186,276       199,744       141,870       215,191 
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
Income from operations..........       30,964        21,051        47,810        47,672        71,552        51,492        97,231 
Other (income) expense:                                                                                                           
 Interest expense, net..........       16,689        13,637        23,817        25,615        22,715        16,066        28,366 
 Refinancing charges............        9,584            --            --            --            --            --            -- 
 Other income net...............       (1,243)       (1,717)       (2,063)       (2,378)       (4,734)       (4,038)      (19,625)
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
 Total other (income) expense...       25,030        11,920        21,754        23,237        17,981        12,028         8,741 
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
Income before from continuing                                                                                                     
 operations before income                                                                                                         
 taxes..........................        5,934         9,131        26,056        24,435        53,571        39,464        88,490 
Income taxes....................        3,445         3,245         8,522        10,602         4,393           349        30,463 
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
Income from continuing                                                                                                            
 operations before cumulative                                                                                                     
 effect of change in accounting                                                                                                   
 and extraordinary                                                                                                                
 loss...........................        2,489         5,886        17,534        13,833        49,178        39,115        58,027 
Income (loss) from discontinued                                                                                                   
 operations.....................       (3,359)        1,241         1,326           184            --            --            -- 
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
Income (loss) before cumulative                                                                                                   
 effect of change in accounting                                                                                                   
 and extraordinary loss.........         (870)        7,127        18,860        14,017        49,178        39,115        58,027 
Cumulative effect of change in                                                                                                    
 accounting.....................           --            --        (2,272)           --            --            --            -- 
Extraordinary loss from early                                                                                                     
 extinguishment of debt.........       (8,167)         (164)         (197)       (8,462)       (2,215)       (2,215)       (3,270)
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
Net income (loss)...............  $    (9,037)  $     6,963   $    16,391   $     5,555   $    46,963   $    36,900   $    54,757 
                                  ===========   ===========   ===========   ===========   ===========   ===========   =========== 
Net income (loss) applicable to                                                                                                   
 common stock...................  $    (9,976)  $     6,963   $    16,391   $     5,251   $    46,661   $    36,672   $    54,533 
                                  ===========   ===========   ===========   ===========   ===========   ===========   =========== 
Earnings (loss) per common                                                                                                        
 share:                                                                                                                           
 Income (loss)before                                                                                                              
   extraordinary loss...........  $      0.09   $      0.30   $      0.76   $      0.64   $      1.97   $      1.63   $      1.83 
 Income from discontinued                                                                                                         
   operations...................        (0.21)         0.06          0.06          0.01            --            --            -- 
 Cumulative effect of accounting                                                                                                  
   change.......................           --            --         (0.10)           --            --            --            -- 
 Extraordinary Loss.............        (0.50)        (0.01)        (0.01)        (0.40)        (0.09)        (0.10)        (0.10)
                                  -----------   -----------   -----------   -----------   -----------   -----------   ----------- 
 Net Income (loss)..............  $     (0.61)  $      0.36   $      0.71   $      0.25   $      1.88   $      1.53   $      1.73 
                                  ===========   ===========   ===========   ===========   ===========   ===========   =========== 
Weighted average number of                                                                                                        
 shares outstanding.............   16,384,199    19,536,676    23,106,841    21,036,608    24,768,983    23,926,430    31,526,771 
                                  ===========   ===========   ===========   ===========   ===========   ===========   =========== 
SUPPLEMENTAL BALANCE SHEET DATA                                                                                                   
 (AT END OF PERIOD):                                                                                                              
 Total assets...................  $   321,406   $   475,171   $   503,087   $   489,996   $   839,345   $   642,372   $ 1,377,037 
 Long-term debt, net of current                                                                                                   
   portion......................      155,845       251,380       241,436       239,897       432,613       269,385       732,503 
 Preferred stock................           --            --            --         3,800         3,741         3,796         3,741 
 Total common stockholders                                                                                                        
   equity.......................       87,539       104,302       127,954       108,109       210,113       199,639       375,930 

20

S-4
32nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 32nd

PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE DATA) 

    The following unaudited proforma financial data is based on adjustments to
the historical supplemental consolidated balance sheet and related supplemental 
consolidated statements of income of Suiza to give effect to (i) the Merger, and
(ii) the completed acquisitions by Suiza of Garrido on July 1, 1996, Swiss Dairy
on September 9, 1996, Presto on December 3, 1996, Model Dairy on December 16,   
1996, Dairy Fresh on July 1, 1997 and Garelick Farms on July 31, 1997 (the      
"Acquired Businesses"). All of the above acquisitions have been accounted for   
using the purchase method of accounting.                                        

  The unaudited pro forma consolidated statements of earnings for the year
ended December 31, 1996 and the nine month period ended September 30, 1997 give 
effect to the proposed Merger of Continental Can and the completed acquisitions 
of the Acquired Businesses as if they had been consummated on January 1, 1996.  
There is no unaudited pro forma consolidated statement of earnings effect during
the nine month period ended September 30, 1997 of the acquisitions by Suiza of  
Garrido, Swiss Dairy, Presto and Model Dairy, since these acquisitions were     
completed prior to January 1, 1997 and, as a result, their results of operations
are already included in the historical supplemental consolidated results of     
operations of Suiza. The unaudited pro forma consolidated balance sheet as of   
September 30, 1997 gives effect to the proposed Merger of Continental Can, as if
it had been consummated on September 30, 1997. There is no pro forma            
consolidated balance sheet effect of the acquisitions by Suiza of the Acquired  
Businesses since these acquisitions were completed prior to September 30, 1997  
and, as a result, their balance sheets are already included in the historical   
supplemental consolidated balance sheets of Suiza as of that date.              

   The unaudited pro forma financial data should be read in conjunction with
the separate audited and unaudited supplemental consolidated financial          
statements of Suiza and the separate audited and unaudited financial statements 
of Continental Can and of the Acquired Businesses, including the notes thereto, 
incorporated by reference in this Joint Proxy Statement/Prospectus. The         
supplemental consolidated financial statements of Suiza give retroactive effect 
to its mergers with Country Fresh and Morningstar on November 25, 1997, and     
November 26, 1997, respectively, which have been accounted for as poolings of   
interests. Generally accepted accounting principles proscribes giving effect to 
a consummated business combination accounted for by the pooling of interests    
method in financial statements that do not include the date of consummation.    
These financial statements do not extend through the date of consummation;      
however, they will become the historical consolidated financial statements of   
the Suiza after consolidated financial statements are issued covering the date  
of consummation of the Country Fresh and Morningstar mergers. The unaudited pro 
forma consolidated income statement data are not necessarily indicative of the  
operating results that would have occurred had the proposed Merger of           
Continental Can and the completed acquisitions of the Acquired Businesses       
occurred on January 1, 1996, nor are they necessarily indicative of the future  
operating results of Suiza.                                                     

21

S-4
33rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 33rd

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE DATA) 

YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]

                                     SUPPLEMENTAL    ACQUIRED     CONTINENTAL                                   
                                     SUIZA FOODS   BUSINESSES(A)      CAN      ADJUSTMENTS           PRO FORMA  
                                     ------------  -------------  -----------  -----------          ----------- 
                                                                                                                
NET SALES........................... $ 1,260,349     $754,277      $585,034     $     --            $ 2,599,660 
COST OF SALES.......................     989,053      586,167       498,008       (3,121)(b)(c)(d)    2,070,107 
                                     -----------     --------      --------                         ----------- 
  Gross profit......................     271,296      168,110        87,026                             529,553 
OPERATING EXPENSES:                                                                                             
  Selling and distribution and                                                                                  
    administrative..................     190,981      109,540        59,528      (13,778)(b)(c)(d)      346,271 
  Amortization of intangibles.......       8,192        2,217                     12,041(e)              22,450 
  Merger, restructuring and other                                                                               
    costs...........................         571           --         7,624                               8,195 
                                     -----------     --------      --------                         ----------- 
         Total operating expenses...     199,744      111,757        67,152                             376,916 
                                     -----------     --------      --------                         ----------- 
OPERATING INCOME....................      71,552       56,353        19,874                             152,637 
OTHER:                                                                                                          
  Interest expense, net.............      22,715        5,600        19,593       33,804(f)              81,712 
  Other (income) expense............      (4,734)        (495)          282                              (4,947)
                                     -----------     --------      --------                         ----------- 
         Total other................      17,981        5,105        19,875                              76,765 
                                     -----------     --------      --------                         ----------- 
INCOME BEFORE                                                                                                   
  INCOME TAXES......................      53,571       51,248            (1)                             75,872 
INCOME TAXES........................       4,393        1,280         1,245        6,586(g)              13,504 
                                     -----------     --------      --------                         ----------- 
INCOME BEFORE MINORITY INTEREST.....      49,178       49,968        (1,246)                             62,368 
MINORITY INTEREST...................          --           --        (1,822)         994(h)                (828)
                                     -----------     --------      --------                         ----------- 
INCOME FROM CONTINUING OPERATIONS... $    49,178     $ 49,968      $    576                         $    63,196 
                                     ===========     ========      ========                         =========== 
INCOME FROM CONTINUING OPERATIONS                                                                               
  PER COMMON SHARE.................. $    48,876                                                    $    62,894 
                                     ===========                                                    =========== 
INCOME PER COMMON SHARE FROM                                                                                    
  CONTINUING OPERATIONS............. $      1.97                                                    $      2.32 
                                     ===========                                                    =========== 
WEIGHTED AVERAGE SHARES                                                                                         
  OUTSTANDING.......................  24,768,983                                                     27,089,876 
                                     ===========                                                    =========== 

---------------                                                                 

(a) Includes the pre-acquisition results of operations of Suiza's 1996          
 acquisitions of Garrido through June 30, 1996, Swiss Dairy through August
31, 1996 and Model Dairy and Presto through November 30, 1996; and the  
  preacquisition results of operations of Suiza's 1997 acquisitions of Dairy
    Fresh for the year ended December 31, 1996, and Garelick for its most recent
fiscal year ended September 30, 1996.                                   

(b) Excess of historical depreciation expense of the Acquired Businesses over   
    the depreciation of the fair value of property and equipment, which resulted
in a decrease of $2,107 and $829 in amounts charged to cost of sales and
 selling, distribution and administrative expense, respectively. Suiza has
  not completed an assessment of the fair value of property and equipment of
Continental Can for purchase price allocation purposes. Accordingly, the
excess purchase price over the fair values of identifiable assets and   
liabilities has been allocated to goodwill. To the extent that such     
  assessments indicate that the fair value of property and equipment exceeds
its net book values, this excess would be allocated to property and     
    equipment and would reduce goodwill. Assuming a weighted average useful life
of property and equipment of 15 years,                                  

22

S-4
34th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 34th

every $5.0 million of excess purchase price allocated to property and equipment 
would increase depreciation and amortization expense for 1996 by $208.          

(c) Elimination of salaries and benefits paid to former shareholders and        
   employees of the Acquired Businesses whose employment was either terminated
  or salaries were reduced as part of the purchase agreement, along with the
 elimination of certain related party expenses of the Acquired Businesses,
pursuant to an agreement with such related parties at acquisition date, 
resulting in a reduction of historical costs of sales and selling,      
distribution and administrative costs of $517 and $12,784, respectively.

(d) Pro forma reduction of Continental Can's benefits expense from the          
 adjustments to the fair value of benefit liabilities at acquisition date,
resulting in an estimated reduction of historical costs of sales and    
selling, distribution and administrative costs of $497 and $165,        
respectively.                                                           

(e) Amortization of goodwill and other intangibles, over the following          
amortization periods, in excess of historical amounts, as follows:      

                                                        [Enlarge/Download Table]

                                                       ACQUIRED   CONTINENTAL         
                                               LIFE   BUSINESSES      CAN       TOTAL 
                                              ------  ----------  -----------  -------
                                                                                      
Organization costs...........................      5    $   22      $   --     $    22
Tradenames...................................  25-40     2,343                   2,343
Customer list................................     10       367                     367
Goodwill.....................................     40     6,810       2,499       9,309
                                                        ------      ------     -------
                                                        $9,542      $2,499     $12,041
                                                        ======      ======     =======

(f)  Pro forma interest expense on the average outstanding balance of new       
variable rate borrowings used to fund the purchases of the Acquired   
     Businesses at an assumed interest rate of 7.25%, including the amortization
  of deferred financing costs, net of the reduction of historical interest
    expense related to the historical debt repaid, along with the reduction of
    interest expense for Continental Can's fixed rate debt to a current market
yield of 7.75%, as follows:                                           

                                                                [Download Table]
                                                                      
     Acquired Businesses....................................  $35,664 
     Continental Can........................................   (1,860)
                                                              ------- 
          Total.............................................  $33,804 
                                                              ======= 

    The effect of a .125% change in the interest rate on the new variable rate
 borrowings to fund the purchases of the Acquired Businesses, would have
   resulted in a change in the proforma interest expense adjustment of $615.

(g)  Estimated pro forma adjustment to reflect income taxes at the estimated    
  effective tax rate for the Acquired Businesses, which ranged from 35% to
42%, and the estimated effective tax rate, excluding non-deductible   
goodwill, for Continental Can of 40%.                                 

                                                                [Download Table]
                                                                     
     Acquired Businesses....................................  $7,094 
     Continental Can........................................    (508)
                                                              ------ 
          Total.............................................  $6,586 
                                                              ====== 

(h)  Estimated pro forma adjustment of $994 to adjust the minority interest     
 benefit to reflect the purchase of substantially all of the outstanding
minority owned shares of Continental Can's subsidiaries for cash      
immediately prior to the Merger.                                      

23

S-4
35th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 35th

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE DATA) 

NINE MONTHS ENDED SEPTEMBER 30, 1997

                                                        [Enlarge/Download Table]

                                   SUPPLEMENTAL    ACQUIRED     CONTINENTAL                                    
                                   SUIZA FOODS   BUSINESSES(a)      CAN      ADJUSTMENTS            PRO FORMA  
                                   ------------  -------------  -----------  -----------           ----------- 
                                                                                                               
NET SALES........................  $ 1,299,094     $284,285      $414,365    $        --           $ 1,997,744 
COST OF SALES....................      986,672      222,046       347,130         (2,637)(b)(d)      1,553,211 
                                   -----------     --------      --------                          ----------- 
  Gross profit...................      312,422       62,239        67,235                              444,533 
OPERATING EXPENSES:                                                                                            
  Selling and distribution.......                                                                            0 
    and administrative...........      204,116       32,613        40,248         (2,078)(b)(c)(d)     274,899 
  Amortization of intangibles....       11,075        1,257            --          4,882(e)             17,214 
                                   -----------     --------      --------                          ----------- 
         Total operating                                                                                       
           expenses..............      215,191       33,870        40,248                              292,113 
                                   -----------     --------      --------                          ----------- 
OPERATING INCOME.................       97,231       28,369        26,987                              152,420 
OTHER:                                                                                                         
  Interest expense, net..........       28,366        3,753        12,195         10,564(f)             54,878 
  Other (income) expense.........      (19,625)         (18)         (103)                             (19,746)
                                   -----------     --------      --------                          ----------- 
         Total other.............        8,741        3,735        12,092                               35,132 
                                   -----------     --------      --------                          ----------- 
INCOME BEFORE INCOME TAXES.......       88,490       24,634        14,895                              117,288 
INCOME TAXES.....................       30,463          787         4,612          6,619(g)             42,481 
                                   -----------     --------      --------                          ----------- 
INCOME BEFORE MINORITY                                                                                         
  INTEREST.......................       58,027       23,847        10,283                               74,807 
MINORITY INTEREST................           --           --         2,930         (2,790)(h)               140 
                                   -----------     --------      --------                          ----------- 
INCOME FROM CONTINUING                                                                                         
  OPERATIONS.....................  $    58,027     $ 23,847      $  7,353                          $    74,667 
                                   ===========     ========      ========                          =========== 
INCOME FROM CONTINUING OPERATIONS                                                                              
  PER COMMON SHARE...............  $    57,803                                                     $    74,443 
                                   ===========                                                     =========== 
INCOME PER COMMON SHARE FROM                                                                                   
  CONTINUING OPERATIONS..........  $      1.83                                                     $      2.20 
                                   ===========                                                     =========== 
WEIGHTED AVERAGE SHARES                                                                                        
  OUTSTANDING....................   31,526,771                                                      33,847,664 
                                   ===========                                                     =========== 

---------------                                                                 

(a) Includes the pre-acquisition results of operations Suiza's 1997 acquisitions
  of Dairy Fresh for the six months ended June 30, 1997 and Garelick for the
seven months ended July 31, 1997.                                       

(b) Excess of historical depreciation expense of the Acquired Businesses over   
    the depreciation of the fair value of property and equipment, which resulted
in a decrease of $2,264 and $619 in amounts charged to cost of sales and
 selling, distribution and administrative expense, respectively. Suiza has
  not completed an assessment of the fair value of property and equipment of
Continental Can for purchase price allocation purposes. Accordingly, the
excess purchase price over the fair values of identifiable assets and   
liabilities has been allocated to goodwill. To the extent that such     
  assessments indicate that the fair value of property and equipment exceeds
its net book values, this excess would be allocated to property and     
    equipment and would reduce goodwill. Assuming a weighted average useful life
    of property and equipment of 15 years, every $5.0 million of excess purchase
 price allocated to property and equipment would increase depreciation and
amortization expense for the nine months in 1997 by $156.               

(c) Elimination of salaries and benefits paid primarily to former shareholders  
  and employees of the Suiza Acquired Businesses whose employment was either
    terminated or salaries were reduced as part of the purchase agreement, along
with the elimination of certain related party expenses of the Acquired  

24

S-4
36th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 36th

Businesses, pursuant to an agreement with such related parties at acquisition   
date, resulting in a reduction of historical general administrative costs of    
$1,335.                                                                         

(d)  Pro forma reduction of Continental Can's benefits expense from the         
   adjustments to the fair value of benefit liabilities at acquisition date,
resulting in an estimated reduction of historical costs of sales and  
selling, distribution and administrative costs of $373 and $124,      
respectively                                                          

(e)  Amortization of goodwill and other intangibles, over the following         
amortization periods, in excess of historical amounts, as follows:    

                                                                [Download Table]

                                                     ACQUIRED   CONTINENTAL        
                                             LIFE   BUSINESSES      CAN      TOTAL 
                                             -----  ----------  -----------  ------
                                                                                   
Organization costs..........................   5      $    5      $   --     $    5
Tradenames.................................. 25-40       233                    233
Goodwill....................................  40       2,770       1,874      4,644
                                                      ------      ------     ------
                                                      $3,008      $1,874     $4,882
                                                      ======      ======     ======

(f)  Pro forma interest expense on the average outstanding balance of new       
variable rate borrowings used to fund the purchases of the Acquired   
     Businesses at an assumed interest rate of 7.25%, including the amortization
  of deferred financing costs, net of the reduction of historical interest
    expense related to the historical debt repaid, along with the reduction of
    interest expense for Continental Can's fixed rate debt to a current market
yield of 7.75%, as follows:                                           

                                                                [Download Table]
                                                                      
Acquired Businesses.........................................  $11,569 
Continental Can.............................................   (1,005)
                                                              ------- 
          Total.............................................  $10,564 
                                                              ======= 

    The effect of a .125% change in the interest rate on the new variable rate
 borrowings to fund the purchases of the Acquired Businesses, would have
   resulted in a change in the proforma interest expense adjustment of $202.

(g)  Estimated pro forma adjustment to reflect income taxes at the estimated    
  effective tax rate of 40% for the Acquired Businesses, and the estimated
    effective tax rate, excluding non-deductible goodwill, for Continental Can
of 40%.                                                               

                                                                [Download Table]
                                                                    
Acquired Businesses.........................................  $4,526
Continental Can.............................................   2,093
                                                              ------
          Total.............................................  $6,619
                                                              ======

(h)  Estimated pro forma adjustment of $2,790 to adjust the minority interest   
charge to reflect the purchase of substantially all of the outstanding
minority owned shares of Continental Can's subsidiaries for cash      
immediately prior to the Merger.                                      

25

S-4
37th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 37th

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE DATA) 
AS OF SEPTEMBER 30, 1997

                                                        [Enlarge/Download Table]

                                              SUPPLEMENTAL  CONTINENTAL                           
                                              SUIZA FOODS       CAN      ADJUSTMENTS    PRO FORMA 
                                              ------------  -----------  -----------    ----------
                                                                                                  
CURRENT ASSETS:                                                                                   
  Cash and cash equivalents..................  $   22,902    $ 36,466     $(41,192)(a)  $   18,176
  Accounts receivable........................     163,986      87,400                      251,386
  Inventories................................      76,358      86,476        4,200(b)      167,034
  Prepaid expenses and other.................      12,547       6,154                       18,701
  Deferred income taxes......................      12,962                                   12,962
                                               ----------    --------                   ----------
          Total current assets...............     288,755     216,496                      468,259
PROPERTY AND EQUIPMENT.......................     406,567     140,958                      547,525
DEFERRED INCOME TAXES........................      10,862                   18,000(b)       28,862
INTANGIBLE AND OTHER ASSETS..................     670,853      54,769       99,972(b)      825,594
                                               ----------    --------                   ----------
          TOTAL ASSETS.......................  $1,377,037    $412,223                   $1,870,240
                                               ==========    ========                   ==========
CURRENT LIABILITIES:                                                                              
  Accounts payable and accrued expenses......  $  202,096    $104,775     $             $  306,871
  Income taxes payable.......................       8,856       2,113                       10,969
  Current portion of long-term debt..........      33,989      28,063                       62,052
                                               ----------    --------                   ----------
  Total current liabilities..................     244,941     134,951                      379,892
LONG-TERM DEBT...............................     732,503     159,465       18,000(b)      909,968
OTHER LIABILITIES............................       6,508      28,595        8,500(b)       43,603
DEFERRED INCOME TAXES........................      13,414       4,260                       17,674
MINORITY INTEREST............................                  15,896      (15,125)(b)         771
STOCKHOLDERS' EQUITY:                                                                             
  Preferred stock............................       3,741                                    3,741
  Common stock...............................         303                       20(a)          323
  Additional paid-in capital.................     276,068                  138,641(a)      414,709
  Retained...................................      99,559                                   99,559
  Equity of acquired businesses..............                  69,056      (69,056)(b)            
                                               ----------    --------                   ----------
          Total stockholders' equity.........     379,671      69,056                      518,332
                                               ----------    --------                   ----------
          TOTAL..............................  $1,377,037    $412,223                   $1,870,240
                                               ==========    ========                   ==========

---------------                                                                 

(a)  In connection with the Merger, Suiza will exchange .629 shares of Suiza    
  Common Stock for all the issued and outstanding shares of Company Common
  Stock and will exchange .629 Suiza replacement stock options for all the
outstanding Options of Continental Can. In addition, pursuant to the  
     purchase agreement, Continental Can has agree to purchase substantially all
of the outstanding minority owned shares of its subsidiaries for cash 
     immediately prior to the Merger. In addition to the shares issued to effect
   the Merger, the purchase price for the minority interests and transaction
    expenses will be funded through available cash. The following is a summary
of the total purchase price, including the purchase of the minority   
interests:                                                            

                                                                [Download Table]
                                                                      
Cash and cash equivalents...................................  $ 41,192
Issuance of common stock....................................   138,661
                                                              --------
          Total purchase prices.............................  $179,853
                                                              ========

26

S-4
38th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 38th

(b)  The above acquisitions resulted in an excess of the purchase prices over   
    the historical net assets acquired, which were allocated to the net assets
acquired, as follows:                                                 

                                                                [Download Table]
                                                                       
Total purchase prices.......................................  $179,853 
Historical carrying value of net assets:                               
  Total net assets..........................................    69,056 
  Carrying value of minority interest acquired..............    15,125 
                                                              -------- 
Excess of net purchase prices over historical carrying                 
  values....................................................  $ 95,672 
                                                              ======== 
Allocation of excess purchase price:                                   
  Excess fair value of inventories..........................  $  4,200 
  Deferred income tax assets................................    18,000 
  Fair value of assumed debt................................   (18,000)
  Fair value of benefit liabilities.........................    (8,500)
                                                              -------- 
  Intangible assets.........................................    99,972 
                                                              ======== 
                                                              $ 95,672 

In connection with the November 1997 mergers of Country Fresh and     
Morningstar, Suiza expects to expense as merger costs in the fourth quarter of  
1997 approximately $35.5 million, net of tax, which represent transaction       
related expenses incurred on the consummation dates of the mergers. These       
transaction related costs include approximately $18.5 million of investment     
banking fees, legal fees, accounting fees, and filing and printing fees, along  
with approximately $17 million of employee costs related to the payments of     
contractual retention bonuses and excise taxes to certain Country Fresh and     
Morningstar employees pursuant to existing contractual agreements and the       
payments of severance costs and excise taxes for certain Morningstar employees  
whose employment was terminated on the consummation date pursuant to existing   
contractual agreements. In addition, in November 1997, Suiza entered into a new 
$1.25 billion credit facility, and repaid all outstanding amounts under its     
existing credit facility, which resulted in the recognition of an extraordinary 
loss on early extinguishment of debt of $11.3 million, net of tax.              

27

S-4
39th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 39th

THE SPECIAL MEETING 

GENERAL                                                                         

     The Special Meeting will be held at   a.m. local time, on           , 1998,
at      for the purpose set forth in the Notice of Special Meeting and as       
described below. This Proxy Statement/Prospectus is furnished in connection with
the solicitation by the Board of proxies to be used at the Special Meeting and  
at any and all adjournments or postponements of the Special Meeting. Any person 
executing a proxy card may revoke it prior to its exercise by filing with the   
Company's Corporate Secretary prior to or at the Special Meeting, at the address
specified under the caption "Incorporation of Certain Information by Reference" 
in this Proxy Statement/Prospectus, either an instrument revoking the proxy or a
duly executed proxy bearing a later date.                                       

RECORD DATE                                                                     

 Stockholders of record at the close of business on           , 1998 are
entitled to notice of and to vote at the Special Meeting. There were            
shares of Company Common Stock outstanding on the record date. Each share of    
Company Common Stock is entitled to one vote on each matter to be acted upon at 
the Special Meeting. No other shares of the Company's capital stock were        
outstanding as of the record date. The presence, in person or by proxy, at the  
Special Meeting of the holders of a majority of the shares of Company Common    
Stock outstanding and entitled to vote at the Special Meeting is necessary to   
constitute a quorum at the Special Meeting. The affirmative vote of a majority  
of the shares of Company Common Stock outstanding and entitled to vote at the   
Special Meeting is required to approve the Proposal.                            

PURPOSE OF SPECIAL MEETING                                                      

 The purpose of the Special Meeting is to (i) consider and vote upon the
proposal (the "Proposal") to approve the Merger Agreement, the Merger and the   
transactions contemplated thereby and (ii) transact such other business as may  
properly come before the Special Meeting and at any and all adjournments or     
postponements thereof. A copy of the Merger Agreement is attached hereto as     
Appendix A.                                                                     

PROXIES; VOTE REQUIRED                                                          

     All shares of Company Common Stock represented by properly executed proxies
received prior to or at the Special Meeting, and not duly and timely revoked,   
will be voted in accordance with the instructions indicated on such proxies. If 
no instructions are indicated on a properly executed and returned proxy, such   
proxy will be voted "FOR" the approval of the Proposal. A properly executed     
proxy marked "ABSTAIN," although counted for purposes of determining whether    
there is a quorum and for purposes of determining the aggregate voting power and
number of shares represented and entitled to vote at the Special Meeting, will  
not be voted. Shares represented by "broker non-votes" (i.e., shares held by    
brokers or nominees that are represented at a meeting but with respect to which 
the broker or nominee is not empowered to vote) will be counted for purposes of 
determining whether there is a quorum at the Special Meeting. In accordance with
NYSE rules, brokers and nominees are precluded from exercising their voting     
discretion with respect to the approval and adoption of the Proposal and thus,  
absent specific instructions from the beneficial owner of such shares, are not  
empowered to vote such shares with respect to the approval and adoption of the  
Proposal. Because the affirmative vote of a majority of the Company Common Stock
outstanding and entitled to vote is required to approve the Proposal, an        
abstention, a "broker non-vote" or the failure to be present in person or by    
proxy at the Special Meeting will have the same effect as a vote against the    
Proposal.                                                                       

  The Board is not currently aware of any business to be acted upon at the
Special Meeting other than as described herein. If, however, other matters are  
properly brought before the Special Meeting, or any adjournments or             
postponements thereof, the persons appointed as proxies will have discretion to 
vote or act thereon according to their judgment. Such adjournments may be for   
the purpose of soliciting additional proxies. The Company does not currently    
intend to seek an adjournment of the Special Meeting.                           

  Any proxy given pursuant to this solicitation may be revoked at any time
before such proxy is voted. Attendance at the Special Meeting will not in and of
itself constitute a revocation of a proxy.                                      
28

S-4
40th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 40th

 Continental Can and Suiza will bear the costs of soliciting proxies. In
addition to the use of the mail, arrangements will be made with brokerage houses
and other custodians, nominees and fiduciaries to send proxy material to        
beneficial owners, and Continental Can and Suiza will, upon request, reimburse  
them for their reasonable expenses. To the extent necessary in order to ensure  
sufficient representation at the Special Meeting, Continental Can may request by
telephone, telegram or in person the return of proxy cards. The extent to which 
this will be necessary depends entirely upon how promptly proxy cards are       
returned. Stockholders are urged to send in their proxies without delay.        

 STOCKHOLDERS SHOULD NOT SEND IN ANY STOCK CERTIFICATES WITH THEIR PROXY
CARDS. A LETTER OF TRANSMITTAL WITH INSTRUCTIONS FOR THE SURRENDER OF           
CERTIFICATES FOR SHARES OF CAN COMMON STOCK WILL BE MAILED TO STOCKHOLDERS AS   
SOON AS PRACTICABLE AFTER THE EFFECTIVE TIME.                                   

PRINCIPAL STOCKHOLDERS                                                          

  Of the       shares of Company Common Stock outstanding as of the record
date, approximately       shares (approximately      %) were held by directors  
and executive officers of Continental Can. Suiza holds an irrevocable proxy to  
vote in favor of the Proposal with respect to 353,488 shares of Company Common  
Stock (approximately 10.6% of the Company's outstanding stock). See "The        
Merger -- Irrevocable Proxies." In addition, during October and November 1997,  
certain directors and executive officers of Suiza and its subsidiaries purchased
shares of Company Common Stock in market transactions. Each of these individuals
has agreed to sell such shares at cost to Suiza immediately prior to the        
Effective Time of the Merger. Accordingly, on the record date these directors   
and officers were holding, on behalf of Suiza, an aggregate of 129,500 shares   
(approximately 3.9%) of the outstanding Company Common Stock. Because these     
shares will be held in Suiza's treasury at the Effective Time, they will be     
canceled without consideration in the Merger.                                   

THE MERGER

GENERAL                                                                         

   At the Effective Time of the Merger, Sub will be merged with and into the
Company, with the Company surviving the Merger as a wholly owned subsidiary of  
Suiza. In the Merger, each share of Company Common Stock issued and outstanding 
immediately before the Effective Time (excluding those held in the treasury of  
the Company and those owned by Suiza or Sub or any other subsidiary of Suiza),  
without any action on the part of the holder thereof, will be converted into the
right to receive 0.629 shares of Suiza Common Stock. Cash will be paid in lieu  
of fractional shares of Suiza Common Stock. The Merger will become effective at 
the date and time the Certificate of Merger is filed with the Secretary of State
of the State of Delaware, which will occur as soon as practicable after receipt 
of requisite regulatory and stockholder approvals and fulfillment of the other  
conditions set forth in the Merger Agreement.                                   

Based on the number of shares of Suiza Common Stock and Company Common
Stock outstanding on December 31, 1997, the shares of Suiza Common Stock issued 
to the Stockholders in the Merger will constitute approximately 5.9% of all of  
the outstanding Suiza Common Stock immediately after the Merger.                

  Each outstanding and unexercised Option to purchase Company Common Stock
will be assumed by Suiza in the Merger and converted into a Substitute Option to
purchase Suiza Common Stock. Approximately 478,713 shares of Suiza Common Stock 
will be subject to Substitute Options, based on the number of shares of Company 
Common Stock subject to the Options as of December 31, 1997, multiplied by the  
Exchange Ratio. The per share exercise price with respect to the Substitute     
Options will equal the exercise price with respect to the Options divided by the
Exchange Ratio.                                                                 

     The Exchange Ratio is expressed in the Merger Agreement as a fixed ratio of
0.629 shares of Suiza Common Stock for each share of Company Common Stock.      
Accordingly, the Exchange Ratio will not be adjusted in the event of any        
increase or decrease in the price of Suiza Common Stock or Company Common       

29

S-4
41st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 41st

Stock. The price of Suiza Common Stock at the Effective Time may vary from its  
price at the date of the Special Meeting. These variations may be the result of 
changes in the business, operations, or prospects of Suiza or the Company,      
market assessments of the likelihood that the Merger will be consummated and the
timing thereof, general market and economic conditions, and other factors.      

BACKGROUND OF THE MERGER                                                        

 As part of its purchase of Garelick Farms in July, 1997, Suiza acquired
Franklin Plastics, a manufacturer of blow-molded plastic bottles for the dairy  
industry. While Suiza's previous dairy acquisitions had included smaller        
packaging operations, Franklin Plastics was Suiza's first large-scale           
acquisition in the packaging business. Following this acquisition, Suiza's      
management concluded that, like the dairy business, the fixed-cost nature and   
the fragmentation of the packaging business presented an opportunity for the    
consolidation of regional packaging businesses.                                 

In October, 1997, Suiza Foods met with Donaldson, Lufkin & Jenrette   
Securities Corporation ("DLJ"), an investment banking firm, to explore the      
possibility of pursing packaging industry acquisitions. After reviewing with DLJ
several possible packaging companies as strategic partners or acquisition       
targets, Suiza Foods identified Continental Can as an attractive candidate. On  
November 10, 1997, DLJ organized a preliminary meeting between management       
representatives of Suiza and Continental Can to discuss their respective        
businesses. On November 20, 1997, Messrs. Donald Bainton and Abdo Yazgi of      
Continental Can and Mr. Gregg L. Engles of Suiza Foods and Mr. Peter M. Bernon  
of Franklin Plastics met, discussed various alternatives and agreed that a      
stock-for-stock merger of the two companies would produce efficiencies and      
provide a basis for stockholders of both Suiza and Continental Can to continue  
as stockholders of a combined enterprise well positioned to pursue an           
acquisition strategy in the packaging industry.                                 

The mutual exchange of business and financial information was begun in
early December, and at a meeting on December 10, 1997, Continental Can's        
management presented in considerable detail Continental Can's current           
operations, results of operations and business prospects. The management of     
Suiza also gave a shorter presentation with respect to the same matters. In     
connection with this meeting, Suiza Foods indicated its views as to the value of
Continental Can and the appropriate ratio applicable to the number of shares of 
Suiza Common Stock to be issued in exchange for the outstanding common stock of 
Continental Can. Following discussions with their respective management teams   
and financial advisors on December 11th, the Chairmen of Suiza and Continental  
Can conducted final negotiations with respect to the proposed exchange ratio and
reached agreement that, subject to approval by the respective boards of         
Directors of Suiza and Continental Can and to the satisfactory completion of    
each company's due diligence investigation, Continental Can would be merged with
a subsidiary of Suiza and each share of Continental Can would be converted into 
0.629 shares of Suiza Common Stock.                                             

    Following the tentative agreement as to the exchange ratio, both companies
engaged in thorough investigations of the other's operations and financial      
condition, including inspections of various facilities, review of detailed      
financial information and discussions with management. At a meeting held on     
December 23, 1997, Suiza's management team made an in depth presentation        
regarding the operations, results of operations and prospects of each of its    
divisions.                                                                      

   On January 14, 1998, the Continental Can Board met to consider the Merger
and, after receiving Societe Generale's Opinion, approved the Merger and the    
Merger Agreement. On the same date, the Suiza Board also approved the Merger    
Agreement. Later that day, the parties executed the Merger Agreement, which was 
publicly announced on the morning of January 15, 1998 through a joint press     
release before the opening of trading on the NYSE.                              

REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD                             

  In making its decision and concluding to recommend to holders of Company
Common Stock that they vote their shares in favor of the Merger, the Board      
considered a number of factors, including, among others, the following material 
considerations:                                                                 

30

S-4
42nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 42nd

     (a)   the directors' familiarity with and review of the business, financial
          condition and results of operations of the Company and the Company's
      competitive position in its business, as well as other financial
information and general economic conditions;              

     (b)   the advantages of a strategic combination with Suiza in enhancing the
   Company's product offerings, growth prospects and competitive
position;                                                 

(c)   the possible alternatives to the Merger including, among others,
        continuing to operate the Company as an independent entity and the
risks associated therewith;                               

     (d)   management's historical valuation of Company Common Stock relative to
      the value represented by the consideration to be received in the
           Merger and the fact that the consideration to be received represented
          a significant premium over the current market prices for the Company
Common Stock;                                             

  (e)   the anticipated costs associated with restructuring the Company or
pursuing other strategic alternatives;                    

  (f)   the directors' belief that the consideration payable in the Merger
           represented the highest price per share that could be negotiated with
Suiza;                                                    

(g)   the presentations by Donaldson, Lufkin & Jenrette;              

(h)   the presentations by Societe Generale, including the Opinion of 
           Societe Generale to the effect that the Exchange Ratio is fair to the
     holders of Company Common Stock from a financial point of view;

 (i)   the timing of the transaction and premiums obtained in comparable
transactions;                                             

(j)   the proposed structure of the transaction as a tax-free merger; 

  (k)   the terms and conditions of the Merger Agreement, including, among
   others, (i) the right of the Board (A) in connection with the
      discharge of the Board's fiduciary duties to the Company and the
          Stockholders, to withdraw, modify or amend its recommendation to the
          Stockholders to accept the Merger and pursue a competing transaction
          with another party and (B) in certain circumstances to terminate the
           Merger Agreement, and the financial consequences of such termination,
  and (ii) the absence from the Merger Agreement of any upward
           limitation or "ceiling" on the number of shares of Suiza Common Stock
        to be issued to the Stockholders in the Merger, and the absence of
          any right of Suiza to terminate the Merger Agreement if the value of
          a share of Suiza Common Stock rises above any particular level prior
to the consummation of the Merger; and                    

(l)   the financial condition of Suiza.                               

The Board also recognized that holders of Company Common Stock will be
entitled to receive shares of Suiza Common Stock in the Merger, and that this   
would allow such holders the opportunity to participate in the benefits, if any,
of increases in the value of Suiza's businesses and properties following the    
Merger and would provide them with a more liquid market because of the          
substantially greater trading volume of the Suiza Common Stock. In this regard, 
the directors gave consideration to Suiza's future prospects, as well as its    
historical results of operations.                                               

The Board did not assign relative weights to the foregoing factors or 
determine that any factor was of specific importance as compared to any other   
factor. Rather, the Board viewed its position and recommendation as being based 
on the totality of the information presented to it and considered by it.        

The full text of the Opinion, dated January 14, 1998, is attached as  
Appendix B to this Proxy Statement/Prospectus and is incorporated herein by this
reference. A description of, among other things, the assumptions made, general  
procedures followed, matters considered, analyses used and limitations on the   
review undertaken by Societe Generale in connection with the Opinion is set     
forth below under the caption "-- Opinion of the Financial Advisor to           
Continental Can." STOCKHOLDERS ARE URGED TO READ THE OPINION AND THE RELATED    
DESCRIPTION IN THEIR ENTIRETY.                                                  

31

S-4
43rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 43rd

     The Board has determined that the consideration to be paid in the Merger is
fair to the Company and its Stockholders from a financial point of view and is  
in the best interests of such Stockholders, and, therefore, has adopted the     
Merger Agreement. Messrs. Watson and Zapata, who were unable to attend the Board
meeting at which the Board considered the Merger, have since ratified the       
actions taken by the Board. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE           
STOCKHOLDERS VOTE "FOR" APPROVAL OF THE MERGER AGREEMENT, THE MERGER AND THE    
TRANSACTIONS CONTEMPLATED THEREBY.                                              

OPINION OF FINANCIAL ADVISOR TO CONTINENTAL CAN                                 

   On December 17, 1997, Continental Can retained Societe Generale to act as
its financial advisor for purposes of rendering an opinion as to the fairness of
the Exchange Ratio from a financial point of view to the holders of shares of   
Company Common Stock. At the January 14, 1998 meeting of the Board, Societe     
Generale rendered to the Board an oral opinion that, as of such date and based  
upon and subject to the various considerations set forth in its opinion, the    
Exchange Ratio was fair, from a financial point of view, to the holders of      
shares of Company Common Stock. Societe Generale subsequently confirmed its oral
opinion by delivering to the Board the Opinion.                                 

 THE FULL TEXT OF THE OPINION, WHICH SETS FORTH, AMONG OTHER THINGS, THE
ASSUMPTIONS MADE, GENERAL PROCEDURES FOLLOWED, MATTERS CONSIDERED AND           
LIMITATIONS ON THE REVIEW UNDERTAKEN BY SOCIETE GENERALE IN RENDERING THE       
OPINION, IS ATTACHED AS APPENDIX B TO THIS PROXY STATEMENT/PROSPECTUS. THE      
OPINION IS LIMITED TO THE FAIRNESS OF THE EXCHANGE RATIO TO THE HOLDERS OF      
SHARES OF COMPANY COMMON STOCK FROM A FINANCIAL POINT OF VIEW. THE OPINION DOES 
NOT ADDRESS ANY OTHER ASPECT OF THE MERGER NOR DOES IT CONSTITUTE A             
RECOMMENDATION AS TO HOW THE STOCKHOLDERS OF CONTINENTAL CAN SHOULD VOTE AT THE 
CONTINENTAL CAN SPECIAL MEETING. THE OPINION ALSO DOES NOT CONSTITUTE AN OPINION
OR IMPLY ANY CONCLUSION OF SOCIETE GENERALE AS TO WHAT THE VALUE OF THE SHARES  
OF SUIZA COMMON STOCK WILL BE WHEN ISSUED TO THE HOLDERS OF SHARES OF COMPANY   
COMMON STOCK PURSUANT TO THE MERGER OR THE PRICES AT WHICH SHARES OF SUIZA      
COMMON STOCK WILL TRADE PRIOR TO, AT THE TIME OF OR SUBSEQUENT TO THE MERGER.   
THE SUMMARY OF THE OPINION SET FORTH IN THIS PROXY STATEMENT/PROSPECTUS IS      
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION. HOLDERS 
OF COMPANY COMMON STOCK ARE URGED TO, AND SHOULD, READ THE OPINION CAREFULLY AND
IN ITS ENTIRETY.                                                                

 In connection with rendering the Opinion, Societe Generale, among other
things, (i) reviewed certain publicly available business and financial          
information relating to Continental Can and Suiza, (ii) reviewed certain        
financial and other information, including various financial forecasts and      
analyses, of Continental Can, Suiza and certain subsidiaries of Continental Can 
prepared, or reviewed and confirmed, by their respective managements (the       
"Financial Information"), (iii) conducted discussions with members of senior    
management of Continental Can and Suiza concerning their respective businesses  
and prospects before and after giving effect to the Merger, (iv) reviewed the   
historical market prices and trading activity for the Company Common Stock and  
the Suiza Common Stock, (v) compared the historical and projected results of    
operations of Continental Can and Suiza with those of certain companies which   
Societe Generale deemed to be relevant, (vi) compared the proposed financial    
terms of the Merger with the financial terms of certain other mergers and       
acquisitions which Societe Generale deemed to be relevant, (vii) reviewed the   
Merger Agreement and (viii) reviewed such other financial studies and analyses  
and performed such other investigations and took into account such other matters
as Societe Generale deemed appropriate.                                         

     In preparing the Opinion, Societe Generale, with Continental Can's consent,
assumed and relied upon the accuracy and completeness of all the financial and  
other information provided to, discussed with, or otherwise made available to   
Societe Generale, or publicly available, and did not independently verify such  
information or undertake an independent evaluation or appraisal of any of the   
assets or liabilities of Continental Can or Suiza nor was Societe Generale      
furnished with any such evaluation or appraisal. In addition, Societe Generale  
did not conduct any physical inspection of the properties or facilities of      
Continental Can or Suiza. Societe Generale assumed that the Financial           
Information had been reasonably prepared and reflected the best currently       
available estimates and judgments of Continental Can's and Suiza's respective   
managements as to the expected future financial performance of Continental Can  
or Suiza, as the case may be. Societe Generale further assumed that the Merger  
will qualify as a tax-free reorganization for U.S. federal income tax purposes. 
32

S-4
44th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 44th

For purposes of rendering the Opinion, Societe Generale assumed that the        
representations and warranties of each party contained in the Merger Agreement  
are true and correct, that each party will perform all of the covenants and     
agreements required to be performed by it under the Merger Agreement and that   
all conditions to the consummation of the Merger will be satisfied without      
waiver thereof. Societe Generale was not requested to opine as to, and the      
Opinion does not in any manner address, Continental Can's underlying business   
decision to effect the Merger. The Opinion was necessarily based on market,     
economic and other conditions as they existed on January 14, 1998.              

 In connection with rendering the Opinion to the Board, Societe Generale
performed a variety of financial and comparative analyses, the material portions
of which are summarized below. The summary of such analyses set forth below does
not purport to be a complete description of the analyses underlying the Opinion 
or of Societe Generale's presentation to the Board. In addition, Societe        
Generale believes that their analyses must be considered as a whole and that    
selecting portions of such analyses and the factors considered therein, without 
considering all such analyses and factors, could create an incomplete view of   
the analyses and processes underlying the opinion. The preparation of a fairness
opinion is a complex process involving subjective judgments and is not          
necessarily susceptible to partial analysis or summary description. Analyses and
estimates of the value of companies do not purport to be appraisals or          
necessarily reflect the prices at which companies or their securities actually  
may be sold. The range of valuation for any particular analysis should not be   
taken to be the view of Societe Generale of the actual value of the Company     
Common Stock or the Suiza Common Stock.                                         

Historical Stock Trading Analysis-Continental Can.  Societe Generale  
reviewed the weekly historical price and trading volume for Company Common Stock
for the period from January 8, 1993 to January 6, 1998. During this period,     
based on closing prices on the NYSE, Company Common Stock achieved a high of    
$27 5/8 per share and a low of $11 per share, closing at $23 3/8 per share on   
January 6, 1998. Societe Generale also reviewed the volume of shares of Company 
Common Stock traded at a range of daily closing prices for the period from      
January 7, 1993 to January 7, 1998. Such analysis indicated (i) 10.1% of the    
trading within a closing price range of $11-$14, (ii) 16.8% of the trading      
within a closing price range of $14-$17; (iii) 13.1% of the trading within a    
closing price range of $17-$20, (iv) 27.9% of the trading within a closing price
range of $20-$23, (v) 26.0% of the trading within a closing price range of      
$23-$26 and (vi) 6.1% of the trading within a closing price range of $26-$29.   

 Comparable Company Analysis-Continental Can.  Societe Generale reviewed
publicly available                                                              
information regarding selected publicly-traded companies that are engaged in the
packaging business. Such companies were Alltrista Corporation, Ball Corporation,
BWAY Corporation, Crown Cork & Seal Company, Inc., Owens-Illinois, Inc., PVC    
Container Corporation, Silgan Holdings Inc. and U.S. Can Corporation            
(collectively, the "Selected Continental Can Comparable Companies"). Historical 
financial information used in connection with the percentages and ratios        
provided below with respect to the Selected Continental Can Comparable Companies
was as of the date of the most recent financial statements publicly available   
for each company.                                                               

     Societe Generale reviewed and compared certain financial ratios for each of
the companies. Societe Generale's analysis indicated (i) a high, mean and low   
Gross Margin (defined as total net sales less cost of goods sold as a percentage
of total net sales) for the last twelve months ("LTM") of 28.3%, 17.2% and 10.2%
for the Selected Continental Can Comparable Companies as compared with          
Continental Can's 15.4%, (ii) a high, mean and low LTM EBITDA Margin (defined as
earnings before interest, taxes, depreciation and amortization as a percentage  
of total net sales) of 22.6%, 14.2% and 9.9% for the Selected Continental Can   
Comparable Companies as compared with Continental Can's 10.0%, (iii) a high,    
mean and low LTM EBIT Margin (defined as earnings before interest and taxes as a
percentage of total net sales) of 15.5%, 9.2% and 4.9% for the Selected         
Continental Can Comparable Companies as compared with Continental Can's 6.2%,   
(iv) a high, mean and low CAGR 5 year Sales (defined as the compound annual     
growth rate for total net sales for the latest five fiscal years) of 17.4%,     
11.5% and 2.5% for the Selected Continental Can Comparable Companies as compared
with Continental Can's 2.7% and (v) a high, mean and low Debt-to-Total          
Capitalization (defined as total debt as a percentage of total debt plus market 
value as determined on                                                          

33

S-4
45th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 45th

January 6, 1998) of 63.4%, 42.8% and 12.1% for the Selected Continental Can     
Comparable Companies as compared with Continental Can's 74.6%.                  

   In addition, Societe Generale reviewed and compared closing market prices
per share (as of January 9, 1998, the last trading day prior to January 12, 1998
(the date on which Societe Generale's analysis was prepared)) to LTM earnings   
per share ("EPS"), estimated 1997 EPS and estimated 1998 EPS as well as         
Enterprise Value (defined as market capitalization as of January 9, 1998 plus   
total debt and preferred stock) to LTM net sales, LTM EBITDA (defined as        
earnings before interest, taxes, depreciation and amortization) and LTM EBIT    
(defined as earnings before interest and taxes). Societe Generale's analysis    
indicated for the Selected Continental Can Comparable Companies: multiples of   
closing market price per share on January 9, 1998 to (i) LTM EPS ranging from   
9.9x to 26.1x, with a mean of 15.8x, compared to 10.6x for Continental Can, (ii)
estimated 1997 EPS ranging from 12.8x to 20.8x, with a mean of 17.4x, compared  
with 10.8x for Continental Can and (iii) estimated 1998 EPS ranging from 10.7x  
to 16.7x, with a mean of 13.4x, compared with 9.3x for Continental Can. Societe 
Generale's analysis also indicated for the Selected Continental Can Comparable  
Companies: multiples of Enterprise Value to (a) LTM net sales ranging from 0.6x 
to 1.3x, with a mean of 0.9x, compared to 0.4x for Continental Can, (b) LTM     
EBITDA ranging from 5.2x to 9.6x, with a mean of 7.1x, compared to 4.4x for     
Continental Can and (c) LTM EBIT ranging from 7.3x to 16.0x, with a mean of     
11.4x, compared with 7.2x for Continental Can. 1997 and 1998 estimates of EPS   
were from First Call for each of the Selected Continental Can Comparable        
Companies and from the Financial Forecasts for Continental Can.                 

No company utilized as a comparison in the Selected Continental Can   
Comparable Companies analysis is identical to Continental Can. In evaluating the
Selected Continental Can Comparable Companies, Societe Generale made judgments  
and assumptions with regard to industry performance, general business, economic,
market and financial conditions and other matters, many of which are beyond the 
control of Continental Can, such as the impact of competition on Continental Can
and the industry generally, industry growth and the absence of any material     
adverse change in the financial condition and prospects of Continental Can or   
the industry, or in the financial markets in general.                           

    Comparable Transaction Analysis-Continental Can.  Using publicly available
information, Societe Generale analyzed twenty-four selected business            
combinations from 1988 to 1997 involving the acquisition of companies or assets 
engaged in the packaging business (the "Selected Continental Can Comparable     
Transactions"). For the Selected Continental Can Comparable Transactions (i)    
aggregate consideration (including assumed or refinanced debt) ("Aggregate      
Consideration") as a multiple of LTM annual sales ranged from 0.4x to 1.9x with 
a mean of 0.8x, (ii) Aggregate Consideration as a multiple of LTM EBIT ranged   
from 7.2x to 16.4x with a mean of 10.3x, (iii) Aggregate Consideration as a     
multiple of LTM EBITDA ranged from 3.8x to 12.0x with a mean of 6.5x and (iv)   
aggregate purchase price (excluding assumed or refinanced debt) as a multiple of
LTM net income ranged from 7.3x to 47.3x with a mean of 16.8x.                  

 No transaction utilized as a comparison in the Selected Continental Can
Comparable Transaction analysis is identical to the Merger. In evaluating the   
Selected Continental Can Comparable Transactions, Societe Generale made         
judgments and assumptions with regard to industry performance, general business,
economic, market and financial conditions and other matters, many of which are  
beyond the control of Continental Can, such as the impact of competition on     
Continental Can and the industry generally, industry growth and the absence of  
any material adverse change in the financial condition and prospects of         
Continental Can or the industry, or in the financial markets in general.        

   Analysis of Premiums Paid in Select Public Company Acquisitions.  Societe
Generale identified 52 acquisitions of publicly traded companies which it       
determined were appropriate for this analysis, consisting of acquisitions of    
companies that were closed or pending between January 1, 1996 and November 30,  
1997 as well as selected acquisitions of companies in the packaging industry    
since January, 1992. Societe Generale then calculated the premium of the        
acquisition price over the stock prices of each acquired company one day prior  
to announcement, one week prior to announcement and four weeks prior to         
announcement of the acquisition. This analysis indicated mean and median        
premiums of (i) 31.8% and 23.5%, respectively, over stock prices one day prior  
to announcement, (ii) 37.2% and 32.0%, respectively, over stock prices one week 

34

S-4
46th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 46th

prior to announcement and (iii) 50.6% and 47.3%, respectively, over stock prices
four weeks prior to announcement. The Exchange Ratio implies a $37.86 per share 
price for Company Common Stock based upon a closing price of $60 3/16 for Suiza 
Food Common Stock on January 9, 1998. Societe Generale calculated that, assuming
an announcement date of January 12, 1998 for comparison purposes, the implied   
premium paid by Suiza would be 52.6% over the price of Company Common Stock one 
day prior to announcement, 54.5% over the price of Company Common Stock one week
prior to announcement and 75.6% over the price of Company Common Stock one month
prior to announcement.                                                          

No transaction utilized as a comparison in the comparable transaction 
analysis is identical to the Merger. In evaluating these transactions, Societe  
Generale made judgments and assumptions with regard to industry performance,    
general business, economic, market and financial conditions and other matters,  
many of which are beyond the control of Continental Can, such as the impact of  
competition on Continental Can and the industry generally, industry growth and  
the absence of any material adverse change in the financial condition and       
prospects of Continental Can or the industry, or in the financial markets in    
general.                                                                        

  Leveraged Buy Out Analysis.  Societe Generale also performed a pro forma
leveraged buyout analysis of Continental Can as of December 31, 1997 utilizing  
the Financial Information and assuming an acquisition price of $32.00 per share 
of Company Common Stock and $252 million of debt consisting of $127 million of  
new senior debt at an average interest rate of 7.8% per annum and the $125      
million of 10% senior notes of PCI. Using EBITDA exit multiples of between 5.5x 
and 6.5x after five years, based on such analysis Societe Generale calculated   
internal rates of return on equity ranging from 20.8% to 30.1%.                 

Discounted Cash Flow Analysis.  Using a discounted cash flow ("DCF")  
analysis, Societe Generale calculated a range of value per share of Company     
Common Stock based on the sum of the discounted value (using various discount   
rates from 10% to 12%) or (i) the estimated free cash flows (defined as EBITDA  
minus cash taxes, capital expenditures and changes in working capital) of       
Continental Can for the ten-year period of 1998 through 2007 based on the       
Financial Information plus (b) terminal values based on multiples of estimated  
2007 EBITDA ranging from 5.5x to 6.5x. This analysis resulted in an implied     
total net present value reference range of $18.93 to $36.63 per share of Company
Common Stock.                                                                   

Segment Valuation/Break-up Analysis.  Societe Generale analyzed the   
potential value per share of Company Common Stock that might be realized if     
Continental Can were to seek to dispose of each of its operating subsidiaries in
separate taxable transactions. Using publicly-available information and the     
Financial Information, Societe Generale calculated that separate sales of each  
of PCI, Ferembal, Dixie Union and LKB might yield gross proceeds ("Gross Sale   
Proceeds") of $308 million to $376 million.                                     

     In order to determine the potential value per share of Company Common Stock
that might be realized if Continental Can were to seek to dispose of each of its
operating subsidiaries in separate transactions, Societe Generale subtracted    
from the Gross Sale Proceeds (i) the amount of Continental Can's consolidated   
net debt (after taking into account the exercise of all outstanding options and 
warrants of Continental Can and assuming the repurchase of the minority         
interests in PCI for $17.4 million), (ii) estimated aggregate fees and expenses 
of $5.2 million, (iii) the value of the minority interest in Ferembal           
(calculated based upon the relevant values assigned to Ferembal) and (iv) an    
allowance for Continental Can's corporate income tax expense arising from the   
sales based upon a 35% marginal tax rate. Based upon the foregoing, Societe     
Generale calculated a range of value of $31.02 to $42.03 per share of Company   
Common Stock. Based on the assumption that the sale transactions would take six 
months to one year to complete with an average delay of nine months in          
realization of value, Societe Generale then calculated a present value per share
of Company Common Stock of $29.88 to $39.13 utilizing a 10% discount rate.      

     Potential Strategic Acquiror Pro Forma Analysis.  Societe Generale reviewed
certain publicly available financial and operating data of a representative     
strategic acquiror to determine the price per share that such company could pay 
for Continental Can's Common Stock without having a dilutive effect on the      
estimated 1998 earnings per share of such company.                              

     Societe Generale analyzed the price per share that such potential strategic
acquiror could pay for the Company Common Stock without diluting its estimated  
earnings per share based on: (i) a 100% cash                                    

35

S-4
47th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 47th

purchase, (ii) a 50% cash/50% stock purchase, (iii) a 100% stock purchase       
utilizing purchase accounting and (iv) a 100% stock purchase utilizing pooling  
accounting, in each case, (a) not taking into account any potential synergies or
cost savings, (b) assuming potential synergies or cost savings of $2,500,000 and
(c) assuming potential synergies or cost savings of $5,000,000.                 

 Based on the foregoing analysis, Societe Generale calculated an implied
maximum price per share of Company Common Stock (i) $33.36, $37.53 and $41.71,  
assuming an all cash purchase and anticipated potential synergies or cost       
savings of $0, $2,500,000 and $5,000,000, respectively, (ii) $28.25, $31.78 and 
$35.32, assuming a 50% cash/50% stock purchase and anticipated potential        
synergies or cost savings of $0, $2,500,000 and $5,000,000, respectively, (iii) 
$24.50, $27.56 and $30.63, assuming an all stock purchase utilizing purchase    
accounting and anticipated potential synergies or cost savings of $0, $2,500,000
and $5,000,000, respectively, and (iv) $29.25, $33.46 and $37.66, assuming an   
all stock purchase utilizing pooling and anticipated potential synergies or cost
savings of $0, $2,500,000 and $5,000,000, respectively.                         

    Pro Forma Merger Analysis.  Societe Generale prepared a pro forma analysis
of the financial impact of the Merger on the EPS of Suiza Common Stock. Using   
the Financial Information, Societe Generale compared the EPS for Suiza Common   
Stock on a stand-alone basis for the fiscal years 1998 through 2002 to the EPS  
for Suiza Common Stock for the fiscal years 1998 through 2002 on a pro forma    
basis after giving effect to the Merger. Based on such analysis, during that    
period, on an EPS basis, the Merger would be accretive to the EPS for Suiza     
Common Stock.                                                                   

 Historical Stock Trading Analysis-Suiza.  Societe Generale reviewed the
daily historical price and trading volume for Suiza Common Stock for the period 
from April 17, 1996 to January 6, 1998. During this period, based on closing    
prices on the NYSE, Suiza Common Stock achieved a high of $62 3/4 per share and 
a low of $14 per share, closing at $62 3/4 per share on January 6, 1998.        

Comparable Company Analysis-Suiza.  Societe Generale reviewed publicly
available information regarding selected publicly-traded companies in the dairy 
and/or packaged food business. Such companies were Ben & Jerry's Homemade, Inc.,
Dean Foods Company, Dreyer's Grand Ice Cream Inc., Flowers Industries, Inc.,    
International Multifoods Corporation, Michael Foods, Inc., Riviana Foods, Inc.  
and The J.M. Smucker Company (collectively, the "Selected Suiza Comparable      
Companies"). Historical financial information used in connection with the       
percentages and ratios provided below with respect to the Selected Suiza        
Comparable Companies was as of the date of the most recent financial statements 
publicly available for each company.                                            

     Societe Generale reviewed and compared certain financial ratios for each of
the companies to Suiza. Societe Generale's analysis indicated (i) a high, mean  
and low Gross Margin of 45.8%, 27.3% and 14.4% for the Selected Suiza Comparable
Companies as compared with Suiza's 25.4%, (ii) a high, mean and low LTM EBITDA  
Margin of 13.8%, 7.9% and 2.8% for the Selected Suiza Comparable Companies as   
compared with Suiza's 10.8%, (iii) a high, mean and low LTM EBIT Margin of      
10.0%, 4.9% and 1.6% for the Selected Suiza Comparable Companies as compared    
with Suiza's 8.1%, (iv) a high, mean and low CAGR 5 year Sales of 14.2%, 6.1%   
and 3.3% for the Selected Suiza Comparable Companies as compared with Suiza's   
105.7% and (v) a high, mean and low Debt-to-Total Capitalization of 31.3%, 16.6%
and 0.0% for the Selected Suiza Comparable Companies as compared with Suiza's   
29.4%.                                                                          

   In addition, Societe Generale reviewed and compared closing market prices
per share (as of January 9, 1998, the last trading day prior to January 12, 1998
(the date on which Societe Generale's analysis was prepared)) to LTM earnings   
per share, estimated 1997 EPS and estimated 1998 EPS as well as Enterprise Value
to LTM net sales, LTM EBITDA and LTM EBIT. Societe Generale's analysis indicated
for the Selected Suiza Comparable Companies: multiples of closing market price  
per share on January 9, 1998 to (i) LTM EPS ranging from 15.4x to 30.6x, with a 
mean of 21.3x, compared to 25.4x for Suiza, (ii) estimated 1997 EPS ranging from
15.7x to 35.3x, with a mean of 24.2x, compared with 29.6x for Suiza and (iii)   
estimated 1998 EPS ranging from 14.3x to 23.4x, with a mean of 19.4x, compared  
with 20.9x for Suiza. Societe Generale's analysis also indicated for the        
Selected Suiza Comparable Companies: multiples of Enterprise Value to (a) LTM   
net sales ranging from 0.3x to 1.5x, with a mean of 0.9x, compared to 1.3x for  
Suiza, (b) LTM EBITDA ranging from 7.5x to 11.8x, with a mean of 10.1x, compared
to 11.8x for Suiza and                                                          
36

S-4
48th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 48th

(c) LTM EBIT ranging from 10.3x to 16.9x, with a mean of 13.6x, compared with   
15.8x for Suiza. 1997 and 1998 estimates of EPS for the Selected Suiza          
Comparable Companies and for Suiza were from First Call.                        

No company utilized as a comparison in the Selected Suiza Comparable  
Companies analysis is identical to Suiza. In evaluating the Selected Suiza      
Comparable Companies, Societe Generale made judgments and assumptions with      
regard to industry performance, general business, economic, market and financial
conditions and other matters, many of which are beyond the control of Suiza,    
such as the impact of competition on Suiza and the industry generally, industry 
growth and the absence of any material adverse change in the financial condition
and prospects of Suiza or the industry, or in the financial markets in general. 

    Acquisition Analysis-Suiza.  Using publicly available information, Societe
Generale analyzed 33 selected business combinations from 1988 to 1997 involving 
the acquisition of companies or assets engaged in the dairy and/or packaged food
business (the "Selected Suiza Comparable Transactions"). For the Selected Suiza 
Comparable Transactions (i) Aggregate Consideration as a multiple of annual     
sales ranged from 0.2x to 6.3x with a mean of 0.9x, (ii) Aggregate Consideration
as a multiple of LTM EBIT ranged from 7.8x to 34.5x with a mean of 15.8x, (iii) 
Aggregate Consideration as a multiple of EBITDA ranged from 5.4x to 21.9x with a
mean of 10.7x and (iv) aggregate purchase price (excluding assumed or refinanced
debt) as a multiple of LTM net income ranged from 11.3x to 43.4x with a mean of 
24.1x.                                                                          

  No transaction utilized as a comparison in the Selected Suiza Comparable
Transaction analysis is identical to the Merger. In evaluating the Selected     
Suiza Comparable Transactions, Societe Generale made judgments and assumptions  
with regard to industry performance, general business, economic, market and     
financial conditions and other matters, many of which are beyond the control of 
Suiza, such as the impact of competition on Suiza and the industry generally,   
industry growth and the absence of any material adverse change in the financial 
condition and prospects of Suiza or the industry, or in the financial markets in
general.                                                                        

Continental Can retained Societe Generale based upon its reputation,  
experience and expertise in the valuation of companies. Societe Generale is a   
securities firm engaged in trading and brokerage activities, as well as         
providing investment banking and financial advisory services. Societe Generale  
and its affiliates, including Societe Generale Securities Corporation ("SGSC"), 
in the ordinary course of business have, from time to time provided, and in the 
future may continue to provide, commercial and investment banking services to   
Continental Can and Suiza and their respective subsidiaries, including services 
as agent bank under the senior credit facility of a subsidiary of Continental   
Can and serving as a participant under a syndicated facility for Suiza, and have
received fees for the rendering of such services. In the ordinary course of     
business, SGSC and its affiliates may trade the debt and equity securities of   
Continental Can and/or Suiza for their own account and for the accounts of      
customers and, accordingly, may at any time hold a long or short position in    
such securities.                                                                

    Pursuant to a letter agreement dated as of December 17, 1997 (the "Societe
Generale Engagement Letter"), Continental Can paid Societe Generale a fee of    
$100,000 upon execution of the Societe Generale Engagement Letter and an        
additional fee of $300,000 on the date that Societe Generale delivered the      
Opinion. In addition to the foregoing compensation, Continental Can has agreed  
to reimburse Societe Generale for its reasonable out-of-pocket expenses incurred
in connection with Societe Generale's activities under the Societe Generale     
Engagement Letter, including the fees and expenses of its counsel, and to       
indemnify Societe Generale and related persons for liabilities and expenses     
arising out of the engagement and the transactions in connection therewith,     
including liabilities under federal securities laws.                            

ACCOUNTING TREATMENT                                                            

   The Merger will be accounted for as a "purchase" for financial accounting
purposes in accordance with generally accepted accounting principles, whereby   
the purchase price will be allocated based on fair values of assets acquired and
liabilities assumed. Such allocations will be made based upon valuations and    
other studies that have not been finalized. The excess of such purchase price   
over the amounts so allocated will be allocated to goodwill.                    

37

S-4
49th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 49th

RESTRICTIONS ON RESALE BY AFFILIATES                                            

The shares of Suiza Common Stock to be received by the Stockholders in
connection with the Merger have been registered under the Securities Act and,   
except as set forth in this paragraph, may be traded without restriction. The   
shares of Suiza Common Stock to be issued in connection with the Merger and     
received by persons who are deemed to be "affiliates" (as that term is defined  
in Rule 145 under the Securities Act) of the Company prior to the Merger may be 
resold by them only in transactions permitted by the resale provisions of Rule  
145 under the Securities Act (or, in the case of such persons who become        
affiliates of Suiza, Rule 144 under the Securities Act) or as otherwise         
permitted under the Securities Act.                                             

MANAGEMENT OF THE SURVIVING CORPORATION FOLLOWING THE MERGER                    

   If the proposed Merger is approved and consummated, the Stockholders will
become stockholders of Suiza, which will be managed under the direction of the  
Board of Directors and management of Suiza. The directors of Sub immediately    
prior to the Effective Time will be the directors of the Surviving Corporation, 
and the officers of Sub immediately prior to the Effective Time will be the     
officers of the Surviving Corporation.                                          

GOVERNMENTAL APPROVALS                                                          

 Under the HSR Act, and the rules promulgated thereunder by the FTC, the
Merger may not be consummated until the following steps have been taken: (1)    
Premerger Notification and Report Forms have been submitted and certain         
information has been furnished to the FTC and the DOJ; and (2) required waiting 
periods have expired or terminated.                                             

Suiza and the Company agreed, pursuant to the Merger Agreement, to use
their best efforts to file or cause to be filed with the FTC and the DOJ such   
notifications as are required to be filed under the HSR Act and the rules and   
regulations promulgated thereunder, and to respond as promptly as practicable to
any requests for additional information made by either the FTC or the DOJ.      
Accordingly, the Company and Suiza filed Premerger Notification and Report Forms
with the FTC and the Antitrust Division, on January 27, 1998 and February 9,    
1998, respectively. The statutory waiting period is scheduled to expire at 11:59
p.m. on March 11, 1998.                                                         

At any time before or after the consummation of the Merger and        
notwithstanding the expiration or termination of the HSR Act waiting period, any
federal or state antitrust authorities could take action under the antitrust    
laws as they deem necessary or desirable in the public interest. Such action    
could include seeking to enjoin the consummation of the Merger or seeking       
divestiture of all or part of the assets of Suiza or the Company. Private       
parties may also seek to take legal action under the antitrust laws, if         
circumstances permit.                                                           

  Consummation of the Merger is also subject to mandatory notification to,
and approval by, the German Cartel Office. Suiza filed the required notification
with the German Cartel Office on February   , 1998. Under applicable German law,
the Merger may not be implemented in Germany until either the expiration of a   
30-day waiting period following the date of notification or a grant by the      
German Cartel Office of earlier termination of the waiting period. The German   
Cartel Office can extend the waiting period by a maximum of four months         
following notification. It also has the power to prohibit the consummation of   
the Merger or to request divestiture of part of the assets of Suiza or the      
Company if it were to find that the Merger infringes German merger control law. 
However, because Suiza has no existing operations in Germany, the parties have  
no reason to believe that the German Cartel Office will not approve the Merger  
within the initial 30-day period.                                               

If the DOJ, or any other federal or state antitrust authority, were to
challenge the Merger, the consummation of the Merger could be postponed beyond  
June 30, 1998, in which event either Suiza or the Company would be entitled to  
terminate the Merger Agreement. See "The Merger Agreement -- Termination."      

38

S-4
50th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 50th

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

    In considering the recommendation of the Board with respect to the Merger,
the Stockholders should be aware that certain officers and directors of the     
Company have the following interests in the Merger separate from and in addition
to their interests as stockholders of the Company generally. The Board was aware
of these interests and took them into account in approving the Merger, the      
Merger Agreement and the transactions contemplated thereby.                     

    Stock Options.  The Merger Agreement provides that, at the Effective Time,
each outstanding and unexercised Option, including those held by directors and  
executive officers, will be converted into and become a Substitute Option to    
acquire shares of Suiza Common Stock as described under "The Merger             
Agreement-Consideration to be Received in the Merger." Pursuant to a resolution 
of the Board, each of the outstanding and unexercised Options became fully      
vested on January 14, 1998.                                                     

   The following table sets forth, in respect of the directors and executive
officers of the Company, (i) the number of shares of Company Common Stock       
subject to the Options held by such persons as of January 29, 1998, (ii) the    
weighted average per share exercise price of the Options held by such persons   
and (iii) the aggregate value of the Options (i.e. the aggregate market value of
the shares of Company Common Stock underlying the Options less the aggregate    
exercise price with respect thereto) held by such persons based upon the $37.75 
closing price of the Company Common Stock on January 29, 1998.                  

                                                        [Enlarge/Download Table]

                                                        NUMBER OF    WEIGHTED AVERAGE  AGGREGATE VALUE 
                   OPTION HOLDER                      OPTION SHARES   EXERCISE PRICE   OF OPTION SHARES
----------------------------------------------------  -------------  ----------------  ----------------
                                                                                                       
Donald J. Bainton...................................     180,000          $14.42          $4,200,000   
Kenneth Bainton.....................................      10,000           17.50             202,500   
Robert L. Bainton...................................       3,028            1.00             111,279   
Nils E. Benson......................................      13,841           12.56             348,657   
Charles DiGiovanna..................................      65,000           18.00           1,283,750   
Rainer N. Greeven...................................      13,508           12.84             336,419   
V. Henry O'Neill....................................       2,966            1.00             109,001   
John J. Serrell.....................................       3,562            1.00             130,904   
Robert A. Utting....................................          --              --                  --   
Alexander E. Watson.................................      10,000           20.69             170,625   
Abdo Yazgi..........................................      86,000           14.17           2,028,000   
Jose Luis Zapata....................................      10,000           18.00             197,500   
John Andreas........................................      10,000           18.00             197,500   

   Employment Agreements.  The Company is a party to an employment agreement
with Donald J. Bainton, which expires on May 17, 2006, pursuant to which Mr.    
Bainton's annual salary is to be not less than $420,000. Mr. Bainton's          
employment agreement provides that in the event of his death prior to May 17,   
2006, Mrs. Bainton will continue to receive one-half of his salary until her    
death. Because the Merger will constitute a "change of control" of the Company, 
as defined in his employment agreement, Mr. Bainton will have the right, for a  
period of five years, to deem his employment terminated and to receive a payment
equal to three times his average annual compensation during the five preceding  
years.                                                                          

    The Company is also a party to employment agreements with Abdo Yazgi, John
Andreas and Charles DiGiovanna (collectively, the "Employment Agreements"). Each
of the Employment Agreements expires on December 31, 2000 and provides severance
benefits if the Company terminates the employee for any reason other than       
employee's death, disability or for "Cause" (as defined in the Employment       
Agreements) prior to such expiration. In such event, the employee would be      
entitled to a lump sum payment equal to (a) his salary from the termination date
through December 31, 2000, plus (b) a pro rated bonus for the period from the   
termination date through December 31, 2000, based on the employee's average cash
bonus for the three full calendar years immediately preceding termination. The  
employees' annual salaries under their respective                               

39

S-4
51st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 51st

Employment Agreements are as follows: Mr. Yazgi, $308,000; Mr. Andreas,         
$121,000; and Mr. DiGiovanna, $302,500.                                         

 Directors' and Officers' Indemnification and Insurance. Pursuant to the
Merger Agreement, the Surviving Corporation and Suiza have agreed that they will
indemnify, defend and hold harmless officers, directors and employees of the    
Company and its subsidiaries who were such at any time prior to the Effective   
Time from and against all losses, expenses, claims, damages or liabilities      
arising out of the transactions contemplated by the Merger Agreement to the     
fullest extent permitted or required under applicable law, and advance expenses 
to such indemnified parties subject to a customary reimbursement agreement. All 
indemnification rights of such officers, directors and employees existing prior 
to the Effective Time under the Company Charter or Company Bylaws will survive  
the Merger, and the Surviving Corporation will maintain in effect, for not less 
than three years after the Effective Time, the current policies of directors'   
and officers' liability insurance with respect to matters occurring on or prior 
to the Effective Time. See "The Merger Agreement -- Indemnification."           

ABSENCE OF APPRAISAL RIGHTS                                                     

   Under Delaware Law, the Stockholders are not entitled to appraisal rights
with respect to the Merger.                                                     

STOCK EXCHANGE LISTING                                                          

     It is a condition to the Merger that the shares of Suiza Common Stock to be
issued by Suiza in connection with the Merger will have been authorized for     
listing on the NYSE, subject only to official notice of issuance. Upon          
completion of the Merger, the Company Common Stock will be delisted from the    
NYSE.                                                                           

IRREVOCABLE PROXIES                                                             

Certain Stockholders have executed and delivered to Suiza irrevocable 
proxies to vote in favor of the Merger with respect to all of the Company Common
Stock held by them, which in the aggregate constitutes approximately 10.6% of   
the outstanding Company Common Stock. Accordingly, the favorable vote of another
39.4% of shares of Company Common Stock would assure approval of the Merger     
proposal. Further, as of the record date,      % of the outstanding Company     
Common Stock was held by other members of Continental Can and Suiza management, 
who are expected to vote their shares in favor of the Proposal. See "The Special
Meeting -- Principal Stockholders."                                             

TREATMENT OF STOCK CERTIFICATES                                                 

   After the Effective Time, each certificate previously representing shares
of Company Common Stock will automatically, with no further action by the holder
thereof, represent the right to receive 0.629 shares of Suiza Common Stock for  
each share of Company Common Stock represented thereby. Harris Trust Company is 
the transfer agent and registrar (the "Exchange Agent") for the Suiza Common    
Stock. As soon as practicable after the Effective Time, the Exchange Agent will 
mail a letter of transmittal with instructions to each holder of record of      
Company Common Stock outstanding immediately prior to the Effective Time for use
in exchanging certificates formerly representing shares of Suiza Common Stock.  
Certificates should not be surrendered by any holders of Company Common Stock   
until they have received the letter of transmittal from the Exchange Agent.     

   THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE PROPOSAL.                                                   

40

S-4
52nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 52nd

THE MERGER AGREEMENT

    The following summary of the terms of the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, which is incorporated by     
reference herein and attached as Appendix A to this Proxy Statement/Prospectus. 

GENERAL                                                                         

The Merger Agreement contemplates the Merger of Sub with and into the 
Company, with the Company surviving the Merger as a wholly owned subsidiary of  
Suiza. The Merger will become effective in accordance with the Certificate      
Merger to be filed with the Secretary of State of the State of Delaware. It is  
anticipated that such filing will be made promptly after the closing under the  
Merger Agreement, which closing, in turn, should occur as soon as practicable   
after the last of the conditions precedent to the Merger set forth in the Merger
Agreement has been satisfied or waived. See "-- Conditions Precedent."          

CONSIDERATION TO BE RECEIVED IN THE MERGER                                      

 At the Effective Time, (a) each issued and outstanding share of Company
Common Stock (excluding shares held in the treasury of the Company or Suiza)    
will be converted into the right to receive 0.629 shares of Suiza Common Stock, 
(b) each share of Company Common Stock held in the treasury of the Company or   
Suiza will be canceled and retired, (c) all of the issued and outstanding shares
of common stock of Sub will be converted into and become, in the aggregate,     
1,000 fully paid and nonassessable shares of common stock of the Surviving      
Corporation and (d) each outstanding and unexercised Option to purchase shares  
of Company Common Stock will be assumed by Suiza and converted into a Substitute
Option to acquire shares of Suiza Common Stock. The number of shares of Suiza   
Common Stock to be subject to a Substitute Option will be determined by         
multiplying the number of shares of Company Common Stock subject to the related 
Option by the Exchange Ratio, and the exercise price with respect thereto will  
equal the exercise price under the Option divided by the Exchange Ratio. Each   
Substitute Option will be subject to all of the other terms and conditions of   
the Option to which it relates.                                                 

 As soon as practicable after the Effective Time, Suiza will cause to be
included under a registration statement on Form S-8 of Suiza all shares of Suiza
Common Stock that are subject to Substitute Options and will maintain the       
effectiveness of such registration statement until all Substitute Options have  
been exercised, expired or forfeited.                                           

 For a further discussion of the treatment of Options and other employee
benefit plans of the Company under the Merger Agreement, see "The               
Merger -- Interests of Certain Persons in the Merger."                          

EFFECTIVE TIME OF THE MERGER                                                    

 Subject to the terms and conditions of the Merger Agreement, the Merger
will become effective at the date and time when the Certificate of Merger is    
accepted for recording by the Secretary of State of the State of Delaware. The  
Certificate of Merger will be filed as soon as practicable following fulfillment
of the conditions precedent of the Merger Agreement. See "-- Conditions         
Precedent."                                                                     

EXCHANGE OF SHARES                                                              

Suiza has selected Harris Trust Company as its Exchange Agent for the 
Merger. As soon as practicable after the Effective Time, Suiza will make        
available, and each Stockholder will be entitled to receive, upon surrender to  
the Exchange Agent of one or more certificates ("Certificates") representing    
shares of Company Common Stock for cancellation, certificates representing the  
number of shares of Suiza Common Stock into which such shares are converted in  
the Merger and cash in consideration of fractional shares (the "Share           
Consideration"). Holders of unexchanged shares of Company Common Stock will not 
be entitled to receive any dividends or other distributions payable by Suiza    
until their Certificates are surrendered. Upon surrender, however, such holders 
will receive accumulated dividends and distributions without interest, together 
with cash in lieu of fractional shares. Holders of unexchanged shares of Company
Common Stock will have no                                                       

41

S-4
53rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 53rd

further claim upon the Exchange Agent twelve months after the Effective Time and
will thereafter look only to Suiza for payment of the Share Consideration in    
respect of their shares of Company Common Stock.                                

  Fractional shares of Suiza Common Stock will not be issued to holders of
Company Common Stock. For each fractional share of Suiza Common Stock that would
otherwise be issued, the holder will receive, in lieu thereof, cash in an amount
equal to such fractional part of a share of Suiza Common Stock multiplied by the
average of the daily closing sale prices for the Suiza Common Stock for the     
twenty (20) consecutive trading days on which such shares are actually traded on
the NYSE ending at the close of trading on the second trading day immediately   
preceding the Effective Date.                                                   

CORPORATE ORGANIZATION AND GOVERNANCE                                           

Certificate of Incorporation.  The Company Charter as in effect at the
Effective Time will be the Charter of the Surviving Corporation, and thereafter 
may be amended in accordance with its terms and as provided by law and the      
Merger Agreement.                                                               

    Bylaws.  The Bylaws of the Company as in effect at the Effective Time will
be the Bylaws of the Surviving Corporation, and thereafter may be amended in    
accordance with their terms and as provided by law and the Merger Agreement.    

  Board of Directors; Officers.  The directors of Sub immediately prior to
the Effective Time will be the directors of the Surviving Corporation, and the  
officers of Sub immediately prior to the Effective Time will be the officers of 
the Surviving Corporation, in each case until their respective successors are   
duly elected and qualified.                                                     

STOCKHOLDERS' MEETING                                                           

The Company agreed to take all action necessary in accordance with    
applicable law and the Company Charter and Bylaws to convene a meeting of its   
stockholders as promptly as practicable to consider and vote upon the approval  
of the Merger, the Merger Agreement and the transactions contemplated thereby.  
Suiza agreed to take all action necessary to authorize Sub to consummate the    
Merger. The Board recommends such approval and has agreed to take all lawful    
action to solicit such approval, including, without limitation, timely and      
promptly mailing this Proxy Statement/Prospectus. However, the Board's          
recommendation is subject to certain rights under the Merger Agreement to (i)   
withdraw or modify, or propose to modify or withdraw, in a manner adverse to    
Suiza, its approval or recommendation of the Merger Agreement or the Merger and 
(ii) approve or recommend, or propose to approve or recommend, an Alternative   
Proposal (as hereinafter defined). See "-- No Shop" and "-- Termination."       

REPRESENTATIONS AND WARRANTIES                                                  

 The Merger Agreement contains various representations and warranties of
Suiza, the Company and Sub, relating, among other things, to the following: (i) 
their incorporation, existence, good standing, corporate power and similar      
corporate matters; (ii) their capitalization; (iii) their authorization,        
execution, delivery and performance and the enforceability of the Merger        
Agreement and related matters; (iv) the absence of conflicts, violations and    
defaults under their respective certificates of incorporation and bylaws and    
certain other agreements and documents; (v) the documents and reports filed with
the Commission and the accuracy and completeness of the information contained   
therein; (vi) the absence of certain material changes or events since September 
30, 1997; (vii) pending or threatened investigations or litigation; (viii)      
employee benefit matters; (ix) the Company's receipt of Societe Generale's      
Opinion; (x) compliance with applicable laws, ordinances and regulations; (xi)  
tax matters; (xii) accounting matters relating to the availability of a         
reorganization under Section 368(a) of the Code; (xiii) relationships with their
respective customers and suppliers and (xiv) intellectual property.             

   The Company made representations and warranties as to the approval of the
Merger by the Board, its recommendation of the Merger and the Merger Agreement  
to the Stockholders and its determination that the Merger is advisable and fair 
to and in the best interests of the Company and the Stockholders. The Company   

42

S-4
54th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 54th

also represented that it has the right to purchase the existing minority        
interests in PCI and Ferembal, as disclosed in the schedules to the Merger      
Agreement.                                                                      

All representations and warranties of Suiza, the Company and Sub will 
expire at the Effective Time.                                                   

CONDUCT OF BUSINESS PENDING THE MERGER                                          

Suiza.  Suiza has agreed that prior to the Effective Time, unless the 
Company otherwise agrees in writing or except as otherwise required by the      
Merger Agreement, it will, and will cause its subsidiaries to, carry on their   
respective businesses in the usual, regular and ordinary course in substantially
the same manner as conducted prior to the date of the Merger Agreement and will,
or will cause its subsidiaries to, use their reasonable efforts to preserve     
intact their present business organizations and preserve their relationships    
with customers, suppliers and others having business dealings with them to the  
end that their goodwill and ongoing businesses will be unimpaired at the        
Effective Time, and not propose or agree to combine or reclassify its           
outstanding capital stock or issue or authorize or propose the issuance of any  
other securities in respect of, in lieu of or in substitution for shares of     
Suiza Common Stock, or declare, set aside, authorize or pay any dividend or     
other distribution payable in cash, stock or property.                          

Suiza has also agreed that (except in connection with acquisitions of 
assets or businesses that are primarily engaged in the same businesses as that  
conducted by Suiza as of the date of the Merger Agreement and any financing     
transactions or issuances of securities related thereto in which Suiza's (a)    
investments in and advances to such entity do not exceed 50% of Suiza's total   
assets, (b) proportionate share of such entity's total assets does not exceed   
50% of Suiza's total assets or (c) equity in such entity's income does not      
exceed 50% of Suiza's income for the 1997 fiscal year) it will not, and will not
permit any of its subsidiaries to, acquire or agree to acquire by merging or    
consolidating with, or by purchasing a substantial equity interest in, or by any
other manner, any business or any corporation, partnership, association or other
business organization or division thereof.                                      

    Suiza has further agreed to use its best efforts not to, and not to permit
any of its subsidiaries to, take or cause to be taken any action, whether before
or after the Effective Time, which would disqualify the Merger as a             
'reorganization" within the meaning of Section 368(a) of the Code. Suiza has    
also agreed that following the Effective Time, it will file all tax returns on  
the basis that the Merger qualifies as a "reorganization" within the meaning of 
Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code and that it will not  
take any action which is inconsistent with or contrary to such classification of
the Merger for tax purposes.                                                    

    Sub.  Sub has agreed not to engage, during the period from the date of the
Merger Agreement to the Effective Time, in any activities of any nature except  
as provided in or contemplated by the Merger Agreement.                         

    Continental Can.  The Company has agreed that prior to the Effective Time,
unless Suiza otherwise agrees in writing or except as otherwise required by the 
Merger Agreement, it will, and will cause its subsidiaries to, carry on their   
respective businesses in the usual, regular and ordinary course in substantially
the same manner as conducted prior to the Merger Agreement and will, and will   
cause its subsidiaries to, use their reasonable efforts to preserve intact their
present business organizations and preserve their relationships with customers, 
suppliers and others having business dealings with them to the end that their   
goodwill and on-going businesses will be unimpaired at the Effective Time, and  
not propose or agree to (i) sell or pledge or agree to sell or pledge any       
capital stock owned by it in any of its subsidiaries or owned by any of its     
subsidiaries, (ii) amend the Company Charter or the Company Bylaws, (iii) split,
combine or reclassify its outstanding stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of or in substitution   
for shares of Company Common Stock, or declare, set aside, authorize or pay any 
dividend or other distribution payable in cash, stock or property or (iv)       
directly or indirectly redeem, purchase or otherwise acquire or agree to redeem,
purchase or otherwise acquire any shares of Company Common Stock.               

  The Company has also agreed that it will not, and will not permit any of
its subsidiaries to, (i) issue, deliver or sell or agree to issue, deliver or   
sell any additional shares of, or rights of any kind to acquire any shares of,  
its respective stock of any class, any indebtedness having the right to vote on 
any matter on which                                                             

43

S-4
55th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 55th

the Stockholders may vote or any option, rights or warrants to acquire, or      
securities convertible into, exercisable for or exchangeable for, shares of     
stock other than issuances, deliveries or sales pursuant to existing obligations
under its option plans or issuances of Company Common Stock to directors in lieu
of cash director's fees in the ordinary course of business and consistent with  
past practice; (ii) acquire, lease or dispose or agree to acquire, lease or     
dispose of any capital assets or any other assets other than in the ordinary    
course of business; (iii) incur additional indebtedness or encumber or grant a  
security interest in any asset or enter into any other material transaction     
other than in each case in the ordinary course of business; (iv) acquire or     
agree to acquire by merging or consolidating with, or by purchasing a           
substantial equity interest in, or by any other manner, any business or any     
corporation, partnership, association or other business organization or division
thereof; (v) incur any material transaction fees, costs or expenses in addition 
to those disclosed to Suiza prior to the execution of the Merger Agreement or   
(vi) enter into any contract, agreement, commitment or arrangement with respect 
to any of the foregoing. The Company has also agreed that except as required to 
comply with applicable law and except as provided in the provisions relating to 
employee matters (see "-- Employee Matters"), it will not enter into any new (or
amend any existing) employee benefit plan of the Company or any new (or amend   
any existing) employment, severance or consulting agreement, grant any general  
increase in the compensation of current or former directors, officers or        
employees (including any such increase pursuant to any bonus, pension,          
profit-sharing or other plan or commitment) or grant any increase in the        
compensation payable or to become payable to any director, officer or employee, 
except in any of the foregoing cases in accordance with pre-existing contractual
provisions or in the ordinary course of business consistent with past practice. 

The Company has further agreed not to, and not to permit any of its   
subsidiaries to, take or cause to be taken any action, whether before or after  
the Effective Time, which would disqualify the Merger as a "reorganization"     
within the meaning of Section 368(a) of the Code, or amend, modify, terminate,  
waive or permit to lapse any material right of first refusal, preferential      
right, right of first offer, or any other material right of the Company or any  
of its subsidiaries, except in the ordinary course of business.                 

ADDITIONAL AGREEMENTS                                                           

     The Merger Agreement contains certain covenants and agreements of Suiza and
the Company customary for transactions such as those contemplated by the Merger 
Agreement. These relate to, among other things, (i) each party allowing the     
other access, during normal business hours, to its properties, books, contracts,
commitments and records, documents filed pursuant to requirements of the        
Commission and such other information to which the other party may reasonably   
request access, subject to existing confidentiality obligations; (ii) the       
preparation of the Suiza Registration Statement and this Proxy                  
Statement/Prospectus; (iii) each party using its reasonable efforts to deliver  
an affiliate letter from each of its affiliates in the form set forth in Exhibit
B to the Merger Agreement; (iv) listing of the shares of Suiza Common Stock to  
be issued by Suiza in the Merger on the NYSE, upon official notice of issuance; 
(v) certain employee matters; (vi) filing of such notifications as are required 
to be filed under the HSR Act and responding to inquiries with respect thereto; 
(vii) using commercially reasonable efforts to consummate and make effective the
transactions contemplated by the Merger Agreement, including the use of         
commercially reasonable efforts to obtain all necessary waivers, consents and   
approvals, to effect all necessary registrations and filings and to lift any    
injunction to the Merger; (viii) filing tax returns on the basis that the Merger
qualifies as a "reorganization" within the meaning of Section 368(a)(1)(A) and  
Section 368(a)(2)(E) of the Code and taking no actions inconsistent with or     
contrary to such classification of the Merger for tax purposes; and (ix)        
advising the other party orally and in writing of any change or event that has  
had, or could have, a material adverse effect on such party and providing copies
of all filings made by such party with the Commission or other Governmental     
Entities in connection with the Merger Agreement and other transactions         
contemplated thereby.                                                           

EMPLOYEE MATTERS                                                                

     The Merger Agreement provides that, as of the Effective Time, the employees
of the Company and each subsidiary will continue employment with the Surviving  
Corporation and its subsidiaries, respectively, in the same positions and at the
same level of wages and/or salary and without having incurred a termination of  

44

S-4
56th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 56th

employment or separation from service; provided, however, that except as may be 
specifically required by applicable law or any contract, the Surviving          
Corporation and its subsidiaries will not be obligated to continue any          
employment relationship with any employee for any specific period of time.      
Except with respect to the stock option plans to be assumed by Suiza as provided
in the Merger Agreement, as of the Effective Time, the Surviving Corporation    
will be the sponsor of the employee benefit plans sponsored by the Company      
immediately prior to the Effective Time, and Suiza will cause the Surviving     
Corporation and its subsidiaries to satisfy all obligations and liabilities     
under such employee benefit plans; however, unless otherwise contemplated by the
Merger Agreement, nothing contained in the Merger Agreement will limit or       
restrict the Surviving Corporation's right on or after the Effective Time to    
amend, modify or terminate any of such employee benefit plans. To the extent any
employee benefit plan, program or policy of Suiza, the Surviving Corporation, or
their affiliates is made available to any person who is an employee of the      
Company or any of its subsidiaries immediately prior to the Effective Time: (i) 
continuing service with the Company and its subsidiaries by any employee prior  
to the Effective Time will be credited for eligibility and vesting purposes and 
for purposes of qualifying for any additional benefits tied to periods of       
service (such as higher rates of matching contributions and eligibility for     
early retirement) under such plan, program or policy, but not for benefit       
accrual purposes (except for disability, vacation and severance plans and any of
the Company's employee benefit plans that are assumed in the Merger, with       
respect to which service the Company and its subsidiaries will be credited for  
benefit accrual purposes) and (ii) with respect to any benefit plans to which   
such employees may become eligible, Suiza will cause such plans to provide      
credit for any co-payments or deductibles by such employees and waive all       
pre-existing condition exclusions and waiting periods, other than limitations or
waiting periods that have not been satisfied under any benefit plans maintained 
by the Company and its subsidiaries for their employees prior to the Effective  
Time.                                                                           

INDEMNIFICATION                                                                 

     From and after the Effective Date, the Surviving Corporation and Suiza will
be required to indemnify, defend and hold harmless the officers, directors and  
employees of the Company and its subsidiaries who were such at any time prior to
the Effective Time (the "Indemnified Parties") from and against all losses,     
expenses, claims, damages or liabilities arising out of the transactions        
contemplated by the Merger Agreement to the fullest extent permitted or required
under applicable law, and the Indemnified Parties will be advanced expenses     
subject to a customary reimbursement agreement. All rights to indemnification   
existing in favor of the directors, officers or employees of the Company as     
provided in the Company Charter or the Company Bylaws, as in effect on the date 
of the Merger Agreement, with respect to matters occurring through the Effective
Time, will survive the Merger and will continue in full force and effect        
thereafter. The Surviving Corporation will maintain in effect for not less than 
three years after the Effective Time the current policies of directors' and     
officers' liability insurance maintained by the Company with respect to matters 
occurring on or prior to the Effective Time. The Merger Agreement further       
provides that the Surviving Corporation or Suiza may substitute therefor        
policies of at least the same coverage (with carriers comparable to the         
Company's existing carriers) containing terms and conditions which are not      
materially less advantageous to the Indemnified Parties, that the Surviving     
Corporation will not be required in order to maintain or procure such coverage  
to pay an annual premium in excess of 200% of the current annual premium paid by
the Company for its existing coverage (the "Cap") and that if equivalent        
coverage cannot be obtained, or can be obtained only by paying an annual premium
in excess of the Cap, the Surviving Corporation will only be required to obtain 
as much coverage as can be obtained by paying an annual premium equal to the    
Cap.                                                                            

     In the event that any action, suit, proceeding or investigation relating to
the Merger Agreement or to the transactions contemplated by the Merger Agreement
is commenced, whether before or after the Effective Time, Suiza, the Company and
Sub agree to cooperate and use their respective reasonable efforts to vigorously
defend against and respond to the same.                                         

NO SHOP                                                                         

The Company has agreed (i) that neither it nor any of its subsidiaries
will, and it will direct and use its best efforts to cause its officers,        
directors, employees, agents and representatives (including, without limitation,

45

S-4
57th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 57th

any investment banker, attorney or accountant retained by it or any of its      
subsidiaries) not to, initiate, solicit or encourage, directly or indirectly,   
any inquiries or the making or implementation of any proposal or offer          
(including, without limitation, any proposal or offer to its stockholders) with 
respect to a merger, acquisition, consolidation or similar transaction          
involving, or any purchase of all or any significant portion of the assets or   
any equity securities of, such party or any of its material subsidiaries (any   
such proposal or offer being hereinafter referred to as an "Alternative         
Proposal"), or engage in any negotiations concerning, or provide any            
confidential information or data to, or have any discussions with, any person   
relating to an Alternative Proposal, or release any third party from any        
obligations under any existing standstill agreement or arrangement, or enter    
into any agreement with respect to an Alternative Proposal, or otherwise        
facilitate any effort or attempt to make or implement an Alternative Proposal;  
(ii) that it will immediately cease and cause to be terminated any existing     
activities, discussions or negotiations with any parties conducted prior to the 
date of the Merger Agreement with respect to any of the foregoing and (iii) that
it will notify the other party immediately if any such inquiries or proposals   
are received by, any such information is requested from, or any such            
negotiations or discussions are sought to be initiated or continued with, it.   
Notwithstanding the foregoing, the Merger Agreement provides that the Company   
may, directly or indirectly, furnish information and access to, and may         
participate in discussions and negotiate with, any corporation, partnership,    
person or other entity, if such corporation, partnership, person or other entity
has submitted a written proposal to the Board of such party relating to an      
Alternative Proposal if (i) the Board reasonably concludes that the             
consideration being offered in such Alternative Proposal is more favorable to   
the Stockholders than the Merger, that the proposed acquiror has the legal      
ability to complete such acquisition on a timely basis and that the Alternative 
Proposal is not subject to a financing contingency and (ii) the Board, following
consultation with its independent legal counsel relating thereto, determines in 
its good faith judgment that failing to take such action would constitute a     
breach of its fiduciary duty to the Stockholders imposed by law.                

The Board or any committee thereof may not (i) withdraw or modify, or 
propose to withdraw or modify, in a manner adverse to Suiza, its approval or    
recommendation of the Merger Agreement or the Merger or (ii) approve or         
recommend, or propose to approve or recommend, any unsolicited Alternative      
Proposal, unless (x) the Board of Directors of the Company believes, in its good
faith judgment, that the consideration being offered in such Alternative        
Proposal is more favorable to the Company's stockholders than the Merger, that  
the proposed acquiror has the legal ability to complete such acquisition on a   
timely basis and that the Alternative Proposal is not subject to a financial    
contingency, (y) the Board, following consultation with its independent legal   
counsel relating thereto, determines in its good faith judgment that failing to 
take such action in connection with such Alternative Proposal would constitute a
breach of its fiduciary duty to the Stockholders imposed by law and (z) the     
Company has given Suiza two business days notice of such action specifying the  
terms of the Alternative Proposal.                                              

The Merger Agreement provides that nothing contained in the Merger    
Agreement will prevent the Board from taking, and disclosing to the             
Stockholders, a position contemplated by Rule 14e-2(a) promulgated under the    
Exchange Act, provided that the Board does not recommend that the Stockholders  
tender their shares in connection with any such tender offer unless such        
recommendation is permitted as described above.                                 

CONDITIONS PRECEDENT                                                            

The obligations of Suiza, the Company and Sub to effect the Merger are
subject, among other things, to the fulfillment or, where permissible, waiver,  
of certain conditions, including without limitation: (i) the approval of the    
Merger, the Merger Agreement and the transactions contemplated thereby by the   
requisite vote of the Stockholders; (ii) the expiration or termination of any   
waiting period applicable to the consummation of the Merger under the HSR Act or
similar foreign acts; (iii) the effectiveness of the Suiza Registration         
Statement and the absence of a stop order suspending such effectiveness; (iv)   
there not having been issued or in effect any preliminary or permanent          
injunction or order by any federal or state court in the United States of       
competent jurisdiction prohibiting the consummation of the Merger (each of the  
parties having agreed to use all commercially reasonable efforts to have any    
such injunction lifted); (v) the listing on the NYSE, subject only to official  
notice of issuance, of the shares of Suiza Common Stock to be issued in         
connection with the Merger; and (vi) the Company having received an opinion of  
Carter, Ledyard & Milburn                                                       

46

S-4
58th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 58th

and Suiza and Sub having received an opinion of Hughes & Luce, L.L.P. that the  
Merger will qualify as a reorganization within the meaning of Section 368(a) of 
the Code.                                                                       

   The obligation of the Company to effect the Merger is also subject to the
fulfillment of certain additional conditions, including (i) the accuracy of the 
representations and warranties of Suiza and Sub except that,                    
in certain circumstances such representations may be inaccurate where the       
failure to be true and correct, has not, and would not have, either alone or in 
the aggregate with all such failures a material adverse effect on the business, 
properties, assets, condition (financial or otherwise), liabilities or results  
of operations of Suiza, (ii) the performance in all material respects of the    
obligations and covenants of Suiza and Sub under the Merger Agreement and (iii) 
the receipt of a certificate of the President and Chief Executive Officer or a  
Vice President of each of Suiza and Sub to such effect.                         

The obligation of Suiza to effect the Merger is also subject to the   
fulfillment of certain additional conditions, including (i) the accuracy of the 
representations and warranties of the Company except that, in certain           
circumstances such representations may be inaccurate where the failure to be    
true and correct, has not, and would not have, either alone or in the aggregate 
with all such failures a material adverse effect on the business, properties,   
assets, condition (financial or otherwise), liabilities or results of operations
of the Company, (ii) the performance in all material respects of the obligations
and covenants of the Company under the Merger Agreement and (iii) the receipt of
a certificate of the President and Chief Executive Officer or a Vice President  
of the Company to such effect.                                                  

  Prior to the Effective Time, the parties to the Merger Agreement may (i)
extend the time for the performance of any of the obligations or other acts of  
the other parties thereto, (ii) waive any inaccuracies in the representations   
and warranties contained therein or in any documents delivered pursuant thereto,
(iii) waive compliance with any of the agreements or conditions contained       
therein or (iv) waive the condition of such party's receipt of the tax opinion  
(described above).                                                              

TERMINATION                                                                     

    The Merger Agreement may be terminated by action of either the Suiza Board
of Directors (the "Suiza Board") or Board and the Merger abandoned under certain
circumstances, including, but not limited to, the occurrence of any of the      
following: (i) the Merger has not been consummated by June 30, 1998, provided   
that the terminating party has not breached in any material respect its         
obligations under the Merger Agreement in any manner that would have proximately
contributed to the failure to consummate the Merger; (ii) the Stockholders do   
not approve the Merger, the Merger Agreement and the transactions contemplated  
thereby; or (iii) a court of competent jurisdiction or governmental, regulatory 
or administrative agency or commission shall have issued an order, decree or    
ruling or taken any other action permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by the Merger Agreement and such      
order, decree, ruling or other action has become final and non-appealable,      
provided that the party seeking to terminate the Merger Agreement has used all  
commercially reasonable efforts to remove such injunction, order or decree.     

  The Merger Agreement may also be terminated prior to the Effective Time,
before or after approval of the Stockholders, by the mutual consent of Suiza and
the Company.                                                                    

     The Merger Agreement may be also terminated and the Merger may be abandoned
at any time prior to the Effective Time, by action of (a) the Suiza Board, (i)  
if the Board has withdrawn or modified in a manner adverse to Suiza its approval
or recommendation of the Merger Agreement or the Merger or has recommended an   
Alternative Proposal with respect to the Company to the Stockholders or (ii) at 
any time between April 29 and May 20, 1998, unless the Company's right to       
purchase the Ferembal minority interest (on the terms described in the schedules
to the Merger Agreement) has been extended until June 30, 1998 or the Company   
has purchased the Ferembal minority interest on such terms or (b) the Company's 
Board, (i) if the weighted average price of all transactions in Suiza Common    
Stock on the NYSE for the three days immediately preceding the closing date is  
less than $45 per share (as adjusted for stock dividends and splits) or (ii) the
Company shall have received an Alternative Proposal and the Board believes, in  
its good faith judgment, that the Alternative Proposal is more favorable to the 
Stockholders than the Merger, the proposed                                      

47

S-4
59th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 59th

acquiror has the legal ability to complete such acquisition on a timely basis   
and the Alternative Proposal is not subject to a financing contingency.         

   If (x) the Company terminates the Merger Agreement as described in clause
(b)(ii) of the preceding paragraph or (y) Suiza terminates the Merger Agreement 
as described in clause (a)(i) of the preceding paragraph, then, in either such  
case, the Company shall concurrently with such termination pay Suiza a fee of   
$7,000,000 (a "Termination Fee"), which amount shall be payable by wire transfer
of same day funds, and shall promptly reimburse Suiza for all substantiated     
out-of-pocket costs and expenses incurred by Suiza in connection with the Merger
Agreement and the transactions contemplated thereby, including, without         
limitation, costs and expenses of accountants, attorneys and financial advisors,
up to an aggregate of $2,000,000.                                               

     The provisions in the Merger Agreement relating to, among other things, the
effect of termination and abandonment, fees and expenses, specific performance  
and assignment will survive the termination of the Merger Agreement.            

FEES AND EXPENSES                                                               

   Whether or not the Merger is consummated, except as otherwise provided in
the Merger Agreement following the exercise of certain termination rights, all  
costs and expenses incurred in connection with the Merger Agreement and the     
transactions contemplated by the Merger Agreement will be paid by the party     
incurring such expenses. Suiza and Sub on the one hand and the Company on the   
other hand will each be responsible for one half of all expenses relating to    
printing, filing and mailing this Proxy Statement/Prospectus and the            
Registration Statement and all Commission and other regulatory filing fees      
incurred in connection with this Proxy Statement/Prospectus and the Registration
Statement.                                                                      

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

   The following is a general discussion of the material U.S. federal income
tax consequences of the Merger. The discussion below with respect to holders of 
Company Common Stock does not deal with special classes of investors, such as   
insurance companies, tax-exempt organizations, financial institutions, dealers  
in securities, foreign persons, persons who acquired shares of Company Common   
Stock pursuant to an exercise of employee stock options or rights or otherwise  
as compensation, persons that hold shares of Company Common Stock as part of a  
position in a "straddle" or as part of a "hedging" or "conversion" transaction  
for U.S. federal income tax purposes, and persons with a "functional currency"  
other than the U.S. dollar. In addition, no information is provided herein with 
respect to the tax consequences of the Merger under applicable foreign, state or
local laws.                                                                     

  This discussion is based on current law. Future legislative, judicial or
administrative changes or interpretations, which may be retroactive, could alter
or modify the statements set forth herein. Neither Suiza nor the Company will   
request any ruling from the Internal Revenue Service ("IRS") as to the U.S.     
federal income tax consequences of the Merger. Opinions of counsel are not      
binding on the IRS or the courts, and the IRS and the courts are not precluded  
from taking contrary positions.                                                 

     EACH HOLDER OF SHARES OF CAN COMMON STOCK IS URGED TO CONSULT SUCH HOLDER'S
OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE     
TRANSACTIONS DESCRIBED HEREIN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY    
STATE, LOCAL OR FOREIGN TAX LAWS, AND OF CHANGES IN APPLICABLE TAX LAWS.        

GENERAL                                                                         

It is a condition to the consummation of the Merger that the Company  
receive an opinion of its tax counsel, Carter, Ledyard & Milburn, and that Suiza
receive an opinion of its tax counsel, Hughes & Luce, L.L.P., that the Merger   
will constitute a reorganization within the meaning of Section 368(a)(1) of the 
Code. In rendering these opinions, each of Carter, Ledyard & Milburn and Hughes 
& Luce, L.L.P. will                                                             
48

S-4
60th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 60th

assume the accuracy of the facts and statements concerning the Merger set forth 
in this Proxy Statement/Prospectus, and will receive and will rely upon         
representations of fact contained in certificates of Suiza and the Company,     
including that (i) neither the Company nor Suiza is aware of any plan or        
intention or obligation or commitment on the part of holders of five percent or 
more of Company Common Stock to sell, exchange or otherwise dispose of (or to   
reduce the risk of loss by short sale or otherwise, to enter into any contract  
arrangement with respect to, or to consent to the sale, exchange or other       
disposition of) Suiza Common Stock received in the Merger by such holder in     
exchange for such Company Common Stock, (ii) Suiza intends to cause the Company 
to continue the Company's historic business and use a significant portion of the
Company's historic business assets in a business and (iii) after the Merger, the
Company will hold at least 90 percent of the fair market value of its net assets
and at least 70 percent of the fair market value of its gross assets held       
immediately prior to the Merger.                                                

TAX CONSEQUENCES TO SUIZA, SUB AND CONTINENTAL CAN                              

  Based on the assumption that the Merger will constitute a reorganization
within the meaning of section 368(a)(1) of the Code, no gain or loss will be    
recognized by Suiza, Sub or Continental Can as a result of the Merger.          

TAX CONSEQUENCES TO THE STOCKHOLDERS                                            

  Based on the assumption that the Merger will constitute a reorganization
within the meaning of section 368(a)(1) of the Code, a holder of Company Common 
Stock will not recognize gain or loss on the exchange of Company Common Stock   
for Suiza Common Stock pursuant to the Merger, except for cash received in lieu 
of a fractional share interest in Suiza Common Stock. Such holder's aggregate   
adjusted tax basis in the shares of Suiza Common Stock received in the Merger   
(including any fractional shares deemed received and exchanged for cash) will   
equal such holder's adjusted tax basis in the shares of Company Common Stock    
surrendered in exchange therefor. The holding period of the shares of Suiza     
Common Stock received by each holder of Company Common Stock in the Merger      
(including any fractional share interest deemed received and exchanged for a    
cash payment) will include the holding period of the Company Common Stock       
surrendered in exchange therefor.                                               

   No fractional shares of Suiza Common Stock will be issued pursuant to the
Merger. A holder of Company Common Stock who, pursuant to the Merger, receives  
cash in lieu of fractional shares of Suiza Common Stock will be treated as      
having received such fractional shares of Suiza Common Stock pursuant to the    
Merger and then as having received such cash in a redemption of such fractional 
shares of Suiza Common Stock. Assuming the fractional shares of Suiza Common    
Stock are held as capital assets, the holder generally will recognize capital   
gain or loss on such deemed redemption of fractional shares equal to the        
difference between the amount of cash received and the holder's adjusted tax    
basis in the fractional shares of Suiza Common Stock deemed to have been issued.
In the case of non-corporate holders, capital gains will be mid-term gains      
subject to a maximum federal income tax rate of 28% if the holder's holding     
period is more than one year but not more than eighteen months, and will be     
long-term gains subject to a maximum federal income tax rate of 20% if the      
holder's holding period is more than eighteen months.                           

COMPARISON OF THE RIGHTS OF SUIZA STOCKHOLDERS
AND CONTINENTAL CAN STOCKHOLDERS

If the Merger is consummated, the Stockholders will become Suiza      
stockholders, and the rights of the Stockholders will be governed by the laws of
the State of Delaware (as is presently the case), the Suiza Charter and the     
Suiza Bylaws. The rights of Suiza stockholders differ in certain respects from  
the existing rights of the Stockholders. The following is a summary of the      
material differences between the rights of Suiza stockholders and the           
Stockholders. Because both Suiza and Continental Can are organized under the    
DGCL, such differences arise from differences between various provisions of the 
Suiza Charter and Suiza Bylaws and the Company Charter and Company Bylaws. This 
summary does not purport to be complete and is qualified in its entirety by     
reference to the relevant provisions of the DGCL, the Suiza Charter, the Suiza  
Bylaws, the                                                                     

49

S-4
61st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 61st

Company Charter and the Company Bylaws. Copies of the Suiza Charter and the     
Suiza Bylaws and Company Charter and the Company Bylaws are available for       
inspection at the offices of Suiza and Continental Can, respectively, and copies
will be sent to the Stockholders upon request in the manner specified under the 
caption "Incorporation of Certain Information by Reference."                    

AUTHORIZED CAPITAL                                                              

  The authorized capital stock of Suiza consists of 101,000,000 shares, of
which 100,000,000 shares are Common Stock, par value $0.01 per share, and       
1,000,000 shares are Preferred Stock, par value $0.01 per share. The authorized 
capital stock of Continental Can consists of 20,000,000 shares of Common Stock, 
par value $0.25 per share, 250,000 shares of First Cumulative Preferred Stock,  
par value $25.00 per share, and 1,535 shares of 4% Non-Cumulative Second        
Preferred Stock, par value $100.00 per share.                                   

NUMBER OF DIRECTORS; ELECTION OF DIRECTORS                                      

The DGCL permits the certificate of incorporation or the bylaws of a  
corporation to contain provisions governing the number and qualifications of    
directors. The Suiza Charter states that the number of directors shall be as set
forth in or pursuant to the Suiza Bylaws. The Suiza Bylaws state that the number
of directors shall be fixed from time to time by resolution of the board of     
directors. The Company Bylaws state that the number of directors may be         
increased or decreased from time to time by resolution adopted by a majority of 
the board of directors or by a vote of the Stockholders. Each of Continental Can
and Suiza have boards classified into three classes.                            

SPECIAL STOCKHOLDER MEETINGS                                                    

    Pursuant to DGCL, both the Suiza Charter and the Suiza Bylaws provide that
Special Meeting of the stockholders may be called by Suiza' chief executive     
officer or by a majority of the members of the board of directors. The Company  
Bylaws state that Special Meeting of stockholders may be called by the chairman 
of the board of directors, or the president or the secretary upon board         
resolution, at the written request of a majority of the board of directors or at
the written request of stockholders owning a majority of the capital stock of   
Continental Can issued and outstanding and entitled to vote at such meeting.    

STATE TAKEOVER LEGISLATION                                                      

 Section 203 of the DGCL generally prohibits a Delaware corporation from
engaging in a "Business Combination" (defined as a variety of transactions,     
including mergers, asset sales, issuance of stock and other transactions        
resulting in a financial benefit to the Interested Stockholder) with an         
"Interested Stockholder" (defined generally as a person that is the beneficial  
owner of 15% or more of a corporation's outstanding voting stock) for a period  
of three years following the date that such person became an Interested         
Stockholder unless:                                                             

       (i) prior to the date such person became an Interested Stockholder,
the board of directors of the corporation approved either the Business
     Combination or the transaction that resulted in the stockholder becoming an
Interested Stockholder;                                               

  (ii) upon consummation of the transaction that resulted in the
    stockholder becoming an Interested Stockholder, the Interested Stockholder
  owned at least 85% of the voting stock of the corporation outstanding at
   the time the transaction commenced, excluding stock held by directors who
 are also officers of the corporation and employee stock ownership plans
  that do not provide employees with the right to determine confidentially
 whether shares held subject to the plan will be tendered in a tender or
exchange offer; or                                                    

       (iii) on or subsequent to the date such person became an Interested
     Stockholder, the Business Combination is approved by the board of directors
    of the corporation and authorized at a meeting of stockholders, and not by
     written consent, by the affirmative vote of the holders of at least 66 2/3%
of the outstanding voting stock of the corporation not owned by the   
Interested Stockholder.                                               

50

S-4
62nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 62nd

     A corporation may adopt an amendment to its certificate of incorporation or
bylaws expressly electing not to be governed by Section 203 of the DGCL if, in  
addition to any other vote required by law, such amendment is approved by the   
affirmative vote of a majority of the shares entitled to vote. However, such    
amendment generally will not be effective until 12 months after adoption of such
amendment and will not apply to a Business Combination with an Interested       
Stockholder who was such on or prior to the adoption of the amendment. The Suiza
Charter, the Suiza Bylaws, the Company Charter, and the Company Bylaws contain  
no provisions that exempt Suiza or Continental Can from the prohibitions of     
Section 203.                                                                    

INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

Under the DGCL, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or         
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by   
reason of the fact that such person is or was a director, officer, employee or  
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,  
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred by such person in connection with such action, suit or proceeding if   
such person acted in good faith and in a manner he reasonably believed to be in 
or not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct   
was unlawful.                                                                   

     The DGCL permits similar indemnification in the case of derivative actions,
except that no indemnification may be made in respect of any claim, issue or    
matter as to which such person shall have been adjudged to be liable to the     
corporation unless and only to the extent that the Court of Chancery or the     
court in which such action or suit was brought shall determine upon application 
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper. A   
director, officer, employee or agent who is successful, on the merits or        
otherwise, in defense of any proceeding subject to the DGCL's indemnification   
provisions must be indemnified by the corporation for reasonable expenses       
incurred in connection therewith, including attorneys' fees. Both the Suiza     
Charter and the Company Charter provide that their corporation's respective     
directors and officers shall, and their respective employees and agents may, be 
indemnified to the fullest extent authorized by the DGCL. The Company Bylaws    
provide that the Company shall indemnify its directors, officers, and other     
persons serving the Company at its request to the full extent authorized by     
DGCL.                                                                           

LIMITATION OF PERSONAL LIABILITY OF DIRECTORS                                   

    Pursuant to DGCL, both the Company Charter and the Suiza Charter include a
provision limiting the personal liability of a director to the corporation or   
its stockholders for monetary damages for breach of fiduciary duty as a         
director, other than the liability of a director for (i) any breach of the      
director's duty of loyalty to the corporation or its stockholders, (ii) acts or 
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) violation of certain provisions of the DGCL, (iv)   
any transaction from which the director derived an improper personal benefit or 
(v) any act or omission prior to the adoption of such a provision in the        
certificate of incorporation.                                                   

SUIZA PREFERRED STOCK                                                           

  The Suiza Charter authorizes the Suiza Board to issue preferred stock in
classes or series and to establish the designations, preferences,               
qualifications, limitations or restrictions of any class or series. Suiza may   
issue, without the approval of the holders of Suiza Common stock, preferred     
stock that has voting, dividend or liquidation rights superior to the Suiza     
Common Stock and that may adversely affect the rights of holders of Suiza Common
Stock. The issuance of preferred stock, while providing flexibility in          
connection with possible acquisitions and for other corporate purposes, could,  
among other things, adversely affect the voting power of the holders of Suiza   
Common Stock and could have the effect of delaying, deferring or preventing a   
change in control of Suiza.                                                     
51

S-4
63rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 63rd

    A total of 11,691 shares of Series A Preferred Stock (the "Suiza Preferred
Stock") are currently outstanding. The Company has no shares of preferred stock 
outstanding. A description of the Suiza Preferred Stock follows:                

   Stated Value.  The Suiza Preferred Stock will have a stated value of $320
per share.                                                                      

    Dividends.  The holders of Suiza Preferred Stock, in preference to holders
of the Suiza Common Stock, are entitled to receive, when, as and if declared by 
the Suiza Board out of funds legally available for distribution to stockholders,
cumulative dividends of $25.60 per share per annum, and no more. So long as any 
shares of Suiza Preferred Stock are outstanding, no dividend will be paid or    
declared, no funds will be set aside for payment of dividends, and no           
distribution will be made on the Suiza Common Stock or other preferred stock of 
Suiza ranking junior to the Suiza Preferred Stock until all dividends accrued on
the Suiza Preferred Stock have been paid for the current and all prior dividend 
periods.                                                                        

     Liquidation Preference.  Upon the liquidation, dissolution or winding up of
the affairs of Suiza Foods, whether voluntary or involuntary, the holders of    
Suiza Preferred Stock will be entitled to receive in full out of the assets of  
Suiza available for distribution to stockholders, including its capital, before 
any amount will be paid to, or distributed among, the holders of Suiza Common   
Stock or other preferred stock ranking junior to the Suiza Preferred Stock, the 
sum of $320 per share, plus all accrued and unpaid dividends to the time of     
payment.                                                                        

     Redemption.  Shares of Suiza Preferred Stock may be redeemed, as a whole or
in part, at the option of Suiza by vote of the Suiza Board at any time from time
to time, upon no less than 30 or more than 120 days' notice. The redemption     
price for shares of the Suiza Preferred Stock will be $320 per share plus       
accrued and unpaid dividends to the date fixed for redemption. Pro rata         
dividends on any shares of Suiza Preferred Stock to be redeemed will be deemed  
to accrue as of the date fixed for redemption.                                  

  Voting.  Each share of Suiza Preferred Stock has one vote on all matters
upon which holders of Suiza Common Stock are entitled to vote. Shares of Suiza  
Preferred Stock and shares of Suiza Common Stock are treated as a single class  
or series of shares for all voting purposes except to the extent a class or     
series vote is provided by law.                                                 

Limitations.  In addition to other rights as may be provided under    
applicable law, without the affirmative vote of the holders of a majority of the
outstanding Suiza Preferred Stock, Suiza may not authorize or create any class  
or series of stock ranking prior to the Suiza Preferred Stock with respect to   
dividends or the distribution of assets in liquidation.                         

TRUST ISSUED PREFERRED EQUITY SECURITIES                                        

     If Suiza completes its pending acquisition of Land-O-Sun, Suiza will form a
Delaware business trust (the "Trust") to authorize and issue $100 million of    
trust issued preferred securities (the "Trust Issued Securities"). A description
of the Trust Issued Securities follows:                                         

    Securities.  The Trust Issued Securities will be 5% Trust Issued Preferred
Equity Securities, with a stated value of $50 per share. Proceeds from the      
issuance of the Trust Issued Securities will be used by the Trust to purchase 5%
Convertible Subordinated Debentures (the "Debentures") from Suiza. Suiza will   
have the right, at any time, to dissolve the Trust and cause the Debentures to  
be distributed to the holders of the Trust Issued Securities in liquidation of  
the Trust.                                                                      

Distributions.  Distributions on the Trust Issued Securities will be  
cumulative from the date of issuance and will be payable at an annual rate of 5%
of the stated value; provided that such annual rate will be increased to 7%     
during any Extension Period (as defined below). Distributions will be made      
quarterly in arrears, when and to the extent that funds of the Trust are        
available therefor, subject to the following paragraph.                         

  Option to Defer Distributions.  So long as no event of default under the
indenture governing the Debentures (the "Indenture") has occurred and is        
continuing, Suiza may defer payment of interest on the Debentures at any time or
from time to time for a period not exceeding 20 consecutive quarters with       
respect to each deferral period (each, an "Extension Period"), provided that no 
Extension Period may extend beyond the stated maturity of the                   
52

S-4
64th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 64th

Debentures. If interest payments on the Debentures are so deferred,             
distributions on the Trust Issued Securities will also be deferred, and Suiza   
will not be permitted, subject to certain exceptions, to declare or pay any cash
distributions with respect to Suiza capital stock, including Suiza Common Stock,
or debt securities (including guarantees of indebtedness for borrowed money)    
that rank pari passu with or junior to the Debentures.                          

    Conversion into Suiza Common Stock.  Each share of Trust Issued Securities
will be convertible, at the option of the holder, into .7143 shares of Suiza    
Common Stock (which is equivalent to a conversion price of $70.00 per share of  
Suiza Common Stock), subject to adjustment upon certain events, including stock 
splits, stock dividends, recapitalizations, mergers or exchanges.               

     Redemption.  Except as provided below, the Trust Issued Securities will not
be redeemable by the Trust prior to the third anniversary of the date of        
issuance. On and after such date, the Trust Issued Securities are subject to    
redemption, in whole or in part, at 103.5% of the stated value thereof,         
decreasing by 5% per year to 100.0% in 2008 and thereafter, plus accrued and    
unpaid distributions (if any) to the date fixed for redemption. Notwithstanding 
the foregoing, following the commencement of any Extension Period, the Trust may
not redeem the Trust Issued Securities unless all distributions that have been  
deferred as a result of such Extension Period have been paid in full. The Trust 
Issued Securities are also subject to mandatory redemption upon the repayment at
maturity or as a result of acceleration of the Debentures, and certain special  
exchange and redemption provisions apply in the case of a Tax Event or an       
Investment Company Event (as such terms are defined in the operative documents  
governing the Trust Issued Securities).                                         

Suiza Guaranty.  Suiza will enter into a guaranty (the "Guaranty"),   
pursuant to which Suiza will irrevocably agree, on a subordinated basis, to     
guarantee the payment in full of (a) the distributions payable by the Trust on  
the Trust Issued Securities, if and to the extent the Trust has funds on hand   
available therefor, (b) the redemption price (including all accumulated and     
unpaid distributions) of the Trust Issued Securities, to the extent the Trust   
has funds on hand available therefor, and (c) payments on liquidation with      
respect to the Trust Issued Securities (unless the Debentures are distributed to
holders of the Trust Issued Securities), to the extent that there are assets of 
the Trust available for distribution to holders of the Trust Issued Securities. 
Through the combined operation of the Guaranty, the Declaration of Trust (the   
"Declaration"), the Debentures and the Indenture (taken together), Suiza will   
fully, irrevocably and unconditionally guarantee all of the Trust's obligations 
under the Trust Issued Securities, and such guarantee will constitute an        
unsecured obligation of Suiza and will rank subordinate and junior in right of  
payment to all liabilities of Suiza and pari passu with any guarantee now or    
hereinafter entered into by Suiza in respect of any preferred or preference     
stock of any Suiza affiliate.                                                   

Voting Rights.  Holders of Trust Issued Securities will generally have
limited voting rights relating only to the modification of the Trust Issued     
Securities. Holders of Trust Issued Securities will not be entitled to vote to  
appoint, remove or replace the trustees, which voting rights are vested         
exclusively in Suiza as holder of all of the common securities of the Trust (the
"Trust Common Securities"). The trustees and Suiza may amend the Declaration    
without the consent of holders of Trust Issued Securities to ensure that the    
Trust will be classified for United States federal income tax purposes as a     
grantor trust even if such action adversely affects the interests of such       
holders. Holders of the Trust Issued Securities will not have voting rights with
respect to matters upon which holders of Suiza Common Stock are entitled to     
vote.                                                                           

   The Debentures.  The Debentures will have a maturity of 20 years from the
date of original issuance and will bear interest at the rate of 5% per annum (7%
per annum during any Extension Period) payable quarterly in arrears, subject to 
Suiza's right to defer interest payments as described above. The payment of the 
principal of and interest on the Debentures will be subordinated in right of    
payment to all senior debt of Suiza. The Debentures are convertible into shares 
of Common Stock at the option of the holders thereof at a conversion price equal
to the conversion price applicable to the Trust Issued Securities. The Trust    
will covenant not to convert Debentures except pursuant to a notice of          
conversion delivered to the conversion agent by a holder of Trust Issued        
Securities.                                                                     

  In addition, on and after the third anniversary of the date of issuance,
the Debentures will be redeemable at Suiza's option at any time, in whole or in 
part, at the same redemption prices and subject to the same conditions as relate
to the Trust Issued Securities, together with accrued and unpaid interest, if   
any, to the date fixed for redemption. The Debentures are also subject to       
mandatory redemption upon repayment at maturity or as a result of the           
acceleration of the Debentures upon an event of default under the Indenture, and
the proceeds of such                                                            

53

S-4
65th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 65th

repayment will be applied to redeem the Trust Issued Securities. The Debentures 
are also subject to exchange and redemption provisions that apply in the case of
a Tax Event or an Investment Company Event.                                     

LEGAL MATTERS 

  The validity of the Suiza Common Stock to be issued by Suiza pursuant to
the Merger will be passed upon by Hughes & Luce, L.L.P. Certain tax matters will
be passed upon by Carter, Ledyard & Milburn for the Company and by Hughes &     
Luce, L.L.P. for Suiza. A partner with Hughes & Luce, L.L.P. beneficially owns  
41,795 shares of Suiza Common Stock.                                            

EXPERTS 

The supplemental consolidated financial statements of Suiza Foods     
Corporation as of December 31, 1996 and 1995 and for each of the three years in 
the period ended December 31, 1996; the financial statements of Pre-Acquisition 
Velda Farms as of April 9, 1994 and December 31, 1994 and for the period from   
January 1, 1994 to April 9, 1994 and for the year ended December 31, 1993; the  
financial statements of Swiss Dairy, a Corporation, as of December 30, 1995 and 
December 31, 1994 and for each of the three years in the period ended December  
30, 1995; and the consolidated financial statements of Country Fresh, Inc. as of
March 1, 1997 and March 2, 1996 and for each of the three years in the period   
ended March 1, 1997, incorporated by reference into this Prospectus have been   
audited by Deloitte & Touche LLP, independent auditors, as stated in their      
reports which are incorporated herein by reference.                             

   The consolidated financial statements of Continental Can Company, Inc. as
of December 31, 1996 and 1995 and for each of the three years in the period     
ended December 31, 1996 incorporated by reference in this Prospectus have been  
audited by KPMG Peat Marwick LLP, independent auditors, as stated in their      
report which is incorporated herein by reference.                               

 The consolidated financial statements of Garrido & Compania, Inc. as of
June 30, 1996 and 1995 and for each of the years in the three year period ended 
June 30, 1996 incorporated by reference into this Prospectus have been audited  
by KPMG Peat Marwick LLP, independent auditors, as stated in their report which 
is incorporated herein by reference.                                            

  The financial statements of Model Dairy, Inc. as of October 31, 1995 and
1994 and for the years then ended incorporated by reference into this Prospectus
have been audited by Barnard, Vogler & Co., independent auditors, as stated in  
their report which is incorporated herein by reference.                         

The financial statements of Dairy Fresh, L.P., a Delaware limited     
partnership, as of December 31, 1996 and 1995 and for the years then ended and  
the period from July 1, 1994 (date of acquisition) to December 31, 1994,        
incorporated by reference into this Prospectus have been audited by McGladrey & 
Pullen, LLP, independent auditors, as stated in their report which is           
incorporated herein by reference.                                               

The combined financial statements of The Garelick Companies, as of    
September 30, 1996 and 1995 and for each of the three years in the period ended 
September 30, 1996, incorporated by reference into this Prospectus have been    
audited by Coopers & Lybrand L.L.P., independent accountants, as stated in their
report which is incorporated herein by reference.                               

    The consolidated financial statements of The Morningstar Group Inc., as of
December 31, 1996 and 1995 and for each of the three years in the period ended  
December 31, 1996 incorporated by reference into this Prospectus have been      
audited by Arthur Andersen LLP, independent public accountants, as indicated in 
their report which is incorporated herein by reference.                         

The combined financial statements of Presto Food Products, Inc. and   
Affiliate, as of December 31, 1995 and 1994 and for each of the three years in  
the period ended December 31, 1995 incorporated by reference into this          
Prospectus have been audited by Price Waterhouse LLP, independent auditors, as  
stated in their report incorporated herein by reference.                        

    Such financial statements are incorporated herein by reference in reliance
upon the respective reports of such firms given upon their authority as experts 
in accounting and auditing.                                                     

54

S-4
66th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 66th

                                                                      APPENDIX A

AGREEMENT AND PLAN OF MERGER

DATED AS OF 
JANUARY 14, 1998

AMONG 

SUIZA FOODS CORPORATION 

CC ACQUISITION CORPORATION

AND 

CONTINENTAL CAN COMPANY, INC. 

S-4
67th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 67th

TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                      PAGE
                                                                                      ----
                                                                                          
I. THE MERGER........................................................................ A-1 
      1.1  The Merger................................................................ A-1 
      1.2  Effective Time of the Merger.............................................. A-1 
II. THE SURVIVING CORPORATION........................................................ A-1 
      2.1  Certificate of Incorporation.............................................. A-1 
      2.2  Bylaws.................................................................... A-1 
      2.3  Board of Directors; Officers.............................................. A-2 
      2.4  Effects of Merger......................................................... A-2 
III. CONVERSION OF SHARES............................................................ A-2 
      3.1  Exchange Ratio............................................................ A-2 
      3.2  Parent to Make Certificates Available..................................... A-2 
      3.3  Dividends; Stock Transfer Taxes........................................... A-2 
      3.4  No Fractional Shares...................................................... A-3 
      3.5  Stock Options............................................................. A-3 
      3.6  Stockholders' Meeting..................................................... A-4 
      3.7  Closing of the Company's Transfer Books................................... A-4 
      3.8  Closing................................................................... A-4 
      3.9  Transfer Taxes............................................................ A-4 
IV. REPRESENTATIONS AND WARRANTIES OF PARENT......................................... A-4 
      4.1  Organization and Qualification............................................ A-4 
      4.2  Capitalization............................................................ A-4 
      4.3  Subsidiaries.............................................................. A-5 
      4.4  Authority Relative to this Agreement...................................... A-5 
      4.5  Reports and Financial Statements.......................................... A-6 
      4.6  Absence of Certain Changes or Events...................................... A-6 
      4.7  Litigation................................................................ A-7 
      4.8  Employee Benefit Plans.................................................... A-7 
      4.9  Financial Advisor......................................................... A-9 
      4.10 Compliance with Applicable Laws........................................... A-9 
      4.11 Taxes..................................................................... A-9 
      4.12 Certain Agreements........................................................ A-10
      4.13 Tax and Accounting Matters................................................ A-10
      4.14 Relationship with Customers and Suppliers................................. A-10
      4.15 Intellectual Property..................................................... A-10
V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY..................................... A-11
      5.1  Organization and Qualification............................................ A-11
      5.2  Capitalization............................................................ A-11
      5.3  Subsidiaries.............................................................. A-11
      5.4  Authority Relative to this Agreement...................................... A-12
      5.5  Reports and Financial Statements.......................................... A-12
      5.6  Absence of Certain Changes or Events...................................... A-13
      5.7  Litigation................................................................ A-13
      5.8  Employee Benefit Plans.................................................... A-14
      5.9  Company Action............................................................ A-15
      5.10 Financial Advisors........................................................ A-15
      5.11 Compliance with Applicable Laws........................................... A-16
      5.12 Taxes..................................................................... A-16
      5.13 Certain Agreements........................................................ A-17
      5.14 Tax and Accounting Matters................................................ A-17

 A-i

S-4
68th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 68th

                                                        [Enlarge/Download Table]

                                                                                      PAGE
                                                                                      ----
                                                                                          
      5.15 Relationship with Customers and Suppliers................................. A-17
      5.16 Intellectual Property..................................................... A-17
      5.17 Minority Interests........................................................ A-18
      5.18 Takeover Statutes......................................................... A-18
VI. REPRESENTATIONS AND WARRANTIES REGARDING SUB..................................... A-18
      6.1  Organization.............................................................. A-18
      6.2  Capitalization............................................................ A-18
      6.3  Authority Relative to this Agreement...................................... A-18
VII. CONDUCT OF BUSINESS PENDING THE MERGER.......................................... A-19
      7.1  Conduct of Business by the Company Pending the Merger..................... A-19
      7.2  Conduct of Business by Parent Pending the Merger.......................... A-20
      7.3  Conduct of Business of Sub................................................ A-20
VIII. ADDITIONAL AGREEMENTS.......................................................... A-20
      8.1  Access and Information.................................................... A-20
      8.2  Registration Statement/Proxy Statement.................................... A-21
      8.3  Compliance with the Securities Act........................................ A-21
      8.4  Stock Exchange Listing.................................................... A-22
      8.5  Employee Matters.......................................................... A-22
      8.6  Indemnification........................................................... A-22
      8.7  HSR Act and Foreign Acts.................................................. A-23
      8.8  Additional Agreements..................................................... A-23
      8.9  No Shop................................................................... A-23
      8.10 Advice of Changes; SEC Filings............................................ A-24
      8.11 Takeover Statutes......................................................... A-24
IX. CONDITIONS PRECEDENT............................................................. A-24
      9.1  Conditions to Each Party's Obligation to Effect the Merger................ A-24
      9.2  Conditions to Obligation of the Company to Effect the Merger.............. A-25
      9.3  Conditions to Obligations of Parent and Sub to Effect the Merger.......... A-25
X. TERMINATION, AMENDMENT AND WAIVER................................................. A-26
     10.1  Termination by Mutual Consent............................................. A-26
     10.2  Termination by Either Parent or the Company............................... A-26
     10.3  Other Termination Rights.................................................. A-26
     10.4  Effect of Termination and Abandonment..................................... A-27
XI. MISCELLANEOUS.................................................................... A-27
     11.1  Non-Survival of Representations, Warranties and Agreements................ A-27
     11.2  Notices................................................................... A-27
     11.3  Fees and Expenses......................................................... A-28
     11.4  Publicity................................................................. A-28
     11.5  Specific Performance...................................................... A-28
     11.6  Assignment; Binding Effect................................................ A-28
     11.7  Entire Agreement.......................................................... A-28
     11.8  Amendment................................................................. A-29
     11.9  Governing Law............................................................. A-29
     11.10 Counterparts.............................................................. A-29
     11.11 Headings and Table of Contents............................................ A-29
     11.12 Interpretation............................................................ A-29
     11.13 Waivers................................................................... A-29
     11.14 Severability.............................................................. A-29
     11.15 Subsidiaries.............................................................. A-29

A-ii

S-4
69th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 69th

                                                                [Download Table]

EXHIBITS                                                              
--------                                                              
                                                                      
    A      -- Form of Inducement Agreement                            
    B      -- Form of Affiliate Letter                                
  C-1      -- Form of Tax Opinion of Carter, Ledyard & Milburn        
  C-2      -- Form of Tax Opinion of Hughes & Luce, L.L.P.            
           -- Certificate of the Company re: Tax Opinion of Carter,   
  D-1         Ledyard & Milburn                                       
           -- Certificate of the Company re: Tax Opinion of Hughes &  
  D-2         Luce, L.L.P.                                            
           -- Certificate of Parent re: Tax Opinion of Carter, Ledyard
  E-1         & Milburn                                               
           -- Certificate of Parent re: Tax Opinion of Hughes & Luce, 
  E-2         L.L.P.                                                  

 A-iii

S-4
70th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 70th

AGREEMENT AND PLAN OF MERGER

   THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January
14, 1998, by and among Suiza Foods Corporation, a Delaware corporation          
("Parent"), CC Acquisition Corporation, a Delaware corporation and a subsidiary 
of Parent ("Sub"), and Continental Can Company, Inc., a Delaware corporation    
(the "Company").                                                                

WITNESSETH: 

WHEREAS, each of Parent and the Company has concluded that a business 
combination between Parent and the Company represents a strategic combination of
their complementary businesses and operational and long term vision and is in   
the best interests of the stockholders of Parent and the Company, respectively, 
and accordingly, Parent and the Company desire to effect a business combination 
by means of the merger of Sub with and into the Company (the "Merger");         

WHEREAS, the Boards of Directors of Parent, Sub and the Company have  
approved the Merger, upon the terms and subject to the conditions set forth     
herein;                                                                         

  WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the   
Internal Revenue Code of 1986, as amended (the "Code"); and                     

  WHEREAS, in order to induce Parent and Sub to enter into this Agreement,
certain stockholders of the Company have entered into an Inducement Agreement   
with Parent, the form of which is attached hereto as Exhibit A, pursuant to     
which, among other things, such stockholders have granted Parent an irrevocable 
proxy to vote their shares of the Company's common stock in favor of the Merger 
and have granted Parent certain rights in connection with certain dispositions  
of such common stock, on the terms and conditions set forth therein;            

NOW, THEREFORE, in consideration of the foregoing premises and the    
representations, warranties and agreements contained herein the parties hereto  
agree as follows:                                                               

I.

THE MERGER

  1.1  The Merger. Upon the terms and subject to the conditions hereof, at
the Effective Time (as defined in Section 1.2), Sub shall be merged with and    
into the Company and the separate existence of Sub shall thereupon cease, and   
the Company, as the corporation surviving the Merger (the "Surviving            
Corporation"), shall by virtue of the Merger continue its corporate existence   
under the laws of the State of Delaware.                                        

     1.2  Effective Time of the Merger. The Merger shall become effective at the
date and time (the "Effective Time") when a properly executed Certificate of    
Merger is filed with the Secretary of State of the State of Delaware, which     
Certificate shall be filed as soon as practicable following fulfillment of the  
conditions set forth in Article IX hereof.                                      

II. 

THE SURVIVING CORPORATION 

    2.1  Certificate of Incorporation. The Certificate of Incorporation of the
Company as in effect at the Effective Time shall be the Certificate of          
Incorporation of the Surviving Corporation, and thereafter may be amended in    
accordance with its terms and as provided by law and this Agreement.            

   2.2  Bylaws. The Bylaws of the Company as in effect at the Effective Time
shall be the Bylaws of the Surviving Corporation, and thereafter may be amended 
in accordance with their terms and as provided by law and this Agreement.       

 A-1

S-4
71st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 71st

   2.3  Board of Directors; Officers. The directors of Sub immediately prior
to the Effective Time shall be the directors of the Surviving Corporation, and  
the officers of Sub immediately prior to the Effective Time shall be the        
officers of the Surviving Corporation, in each case until their respective      
successors are duly elected and qualified.                                      

2.4  Effects of Merger. The Merger shall have the effects set forth in
Section 259 of the Delaware General Corporation Law (the "DGCL").               

III.

CONVERSION OF SHARES

 3.1  Exchange Ratio. At the Effective Time, by virtue of the Merger and
without any action on the part of any holder of any common stock, par value $.25
per share, of the Company ("Company Stock"):                                    

          (a) All shares of Company Stock which are held by the Company, and any
 shares of Company Stock owned by Parent, Sub or any other subsidiary of
Parent, shall be canceled.                                            

   (b) Subject to Section 3.4, each remaining outstanding share of
Company Stock shall be converted into the right to receive 0.629 (the 
    "Exchange Ratio") fully paid and nonassessable shares of the common stock,
par value $.01 per share, of Parent ("Parent Common Stock").          

    (c) In the event of any dividend, stock split, reclassification,
recapitalization, combination or exchange of shares or other similar  
    transaction with respect to the Parent Common Stock or Company Stock after
  the date of this Agreement and prior to the Effective Time, the Exchange
Ratio and the per share price referenced in Section 10.3(c) shall be  
appropriately adjusted.                                               

         (d) All of the issued and outstanding shares of stock of Sub shall be
converted into and become, in the aggregate, 1,000 fully paid and     
nonassessable shares of capital stock of the Surviving Corporation.   

3.2  Parent to Make Certificates Available. (a) Prior to the Effective
Time, Parent shall select an Exchange Agent, which shall be Parent's Transfer   
Agent or such other person or persons reasonably satisfactory to the Company, to
act as Exchange Agent for the Merger (the "Exchange Agent"). As soon as         
practicable after the Effective Time, Parent shall make available, and each     
holder of Company Stock will be entitled to receive, upon surrender to the      
Exchange Agent of one or more certificates ("Certificates") representing shares 
of Company Stock for cancellation, certificates representing the number of      
shares of Parent Common Stock into which such shares are converted in the Merger
and cash in consideration of fractional shares as provided in Section 3.4 (the  
"Share Consideration").                                                         

(b) Any holder of shares of Company Stock who has not exchanged his   
Certificates for Parent Common Stock in accordance with subsection (a) of this  
Section 3.2 within twelve months after the Effective Time shall have no further 
claim upon the Exchange Agent and shall thereafter look only to Parent and the  
Surviving Corporation for payment of the Share Consideration in respect of his  
shares of Company Stock. Until so surrendered, Certificates shall represent     
solely the right to receive the Share Consideration.                            

   3.3  Dividends; Stock Transfer Taxes. No dividends or other distributions
that are declared or made on Parent Common Stock will be paid to persons        
entitled to receive certificates representing Parent Common Stock pursuant to   
this Agreement until such persons surrender their Certificates representing     
Company Stock. Upon such surrender, there shall be paid to the person in whose  
name the certificates representing such Parent Common Stock shall be issued (i) 
at the time of such surrender, the amount of dividends or other distributions   
with a record date after the Effective Time and a payment date prior to         
surrender with respect to such whole shares of Parent Common Stock and which    
have not been paid, less the amount of any withholding taxes which may be       
required thereon, and (ii) at the appropriate payment date, the amount of       
dividends or other distributions with a record date after the Effective Time but
prior to surrender and a payment date subsequent to surrender payable with      
respect to such whole shares of Parent Common Stock, less the amount of any     
withholding taxes which may be required thereon. In no event shall the person   
entitled to receive such dividends be entitled to receive interest on such      
dividends. In the event that any certificates                                   

 A-2

S-4
72nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 72nd

representing shares of Parent Common Stock are to be issued in a name other than
that in which the Certificates surrendered in exchange therefor are registered, 
it shall be a condition of such exchange that the Certificate or Certificates so
surrendered shall be properly endorsed or be otherwise in proper form for       
transfer and that the person requesting such exchange shall pay to the Exchange 
Agent any transfer or other taxes required by reason of the issuance of         
certificates for such shares of Parent Common Stock in a name other than that of
the registered holder of the Certificate or Certificates surrendered, or shall  
establish to the satisfaction of the Exchange Agent that such tax has been paid 
or is not applicable.                                                           

 Notwithstanding the foregoing, neither the Exchange Agent nor any party
hereto shall be liable to a holder of shares of Company Stock for any shares of 
Parent Common Stock or dividends thereon delivered to a public official pursuant
to any applicable abandoned property, escheat or similar laws. In the event any 
Certificate shall have been lost, stolen or destroyed, upon the making of an    
affidavit of that fact by the person claiming such Certificate to be lost,      
stolen or destroyed and, if required by Parent, the posting by such person of a 
bond in such reasonable amount as the Surviving Corporation may direct as       
indemnity against any claim that may be made against the Surviving Corporation  
or any other party hereto with respect to such Certificate, the Exchange Agent  
will issue in exchange for such lost, stolen or destroyed Certificate the shares
of Parent Common Stock and cash in lieu of fractional shares, and unpaid        
dividends and distributions on shares of Parent Common Stock as provided in this
Section 3.3, deliverable in respect thereof pursuant to this Agreement.         

     3.4  No Fractional Shares. No certificates or scrip representing fractional
shares of Parent Common Stock shall be issued upon the surrender for exchange of
Certificates pursuant to Section 3.1(b). Notwithstanding any other provision of 
this Agreement, each holder of Company Stock exchanged pursuant to the Merger   
who would otherwise be entitled to receive a fraction of a share of Parent      
Common Stock (after taking into account all Certificates delivered by such      
holder) shall receive, in lieu thereof, cash from Parent in an amount equal to  
such fractional part of a share of Parent Common Stock multiplied by the Average
Closing Price. For purposes of this Section 3.4, "Average Closing Price" is     
defined to mean the average of the daily closing prices for the shares of Parent
Common Stock for the twenty (20) consecutive trading days on which such shares  
are actually traded on the New York Stock Exchange ("NYSE") (as reported by the 
Wall Street Journal or, if not reported thereby, any other authoritative source 
selected by Parent) ending at the close of trading on the second trading day    
immediately preceding the Closing Date.                                         

3.5  Stock Options. (a) Each of the Company's stock option plans (the 
"Option Plans"), each of which is set forth in Section 5.2 of the Company       
Disclosure Schedule (as defined in Article V), and each option to acquire shares
of Company Stock outstanding thereunder or otherwise outstanding immediately    
prior to the Effective Time, whether vested or unvested (each, an "Option" and  
collectively, the "Options"), shall be assumed by Parent at the Effective Time, 
and each such Option shall become an option to purchase a number of shares of   
Parent Common Stock (a "Substitute Option") equal to the number of shares of    
Company Stock subject to such Option multiplied by the Exchange Ratio (rounded  
down to the nearest whole share). The per share exercise price for each         
Substitute Option shall be the current exercise price per share of Company Stock
divided by the Exchange Ratio (rounded up to the nearest full cent), and each   
Substitute Option otherwise shall be subject to all of the other terms and      
conditions of the original option to which it relates, including, without       
limitation, the provisions therein with respect to vesting and forfeiture. Prior
to the Effective Time, the Company shall take such additional actions as are    
necessary under applicable law and the applicable agreements and Option Plans to
ensure that each outstanding Option shall, from and after the Effective Time,   
represent only the right to purchase, upon exercise, shares of Parent Common    
Stock. It is the intention of the parties that, to the extent that any Option   
constitutes an "incentive stock option" (within the meaning of Section 422 of   
the Code) immediately prior to the Effective Time, that the Substitute Option   
relating thereto shall also qualify as an incentive stock option, and that the  
assumption by Parent of such Option and the substitution of a Substitute Option 
therefor as provided by this Section 3.5(a) will satisfy each of the conditions 
of Section 422(a) of the Code with respect to such continued qualification.     

    (b) As soon as practicable after the Effective Time, Parent shall cause to
be included under a registration statement on Form S-8 of Parent all shares of  
Parent Common Stock which are subject to                                        

 A-3

S-4
73rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 73rd

Substitute Options, and shall maintain the effectiveness of such registration   
statement until all Substitute Options have been exercised, expired or          
forfeited.                                                                      

   3.6  Stockholders' Meeting. The Company will take all action necessary in
accordance with applicable law and its Certificate of Incorporation and Bylaws  
to convene a meeting of its stockholders as promptly as practicable to consider 
and vote upon the approval by the holders of a majority of the shares of Company
Stock outstanding and entitled to vote thereon of this Agreement and the        
transactions contemplated hereby. The Board of Directors of the Company shall   
recommend such approval, and the Company shall take all lawful action to solicit
such approval, including, without limitation, timely and promptly mailing the   
Proxy Statement/Prospectus (as defined in Section 8.2); provided, however, that 
such recommendation is subject to Section 8.9.                                  

  3.7  Closing of the Company's Transfer Books. At the Effective Time, the
stock transfer books of the Company shall be closed and no transfer of shares of
Company Stock shall be made thereafter. In the event that Certificates are      
presented to the Surviving Corporation or Parent after the Effective Time, they 
shall be canceled and exchanged for Parent Common Stock and/or cash as provided 
in Sections 3.1(b) and 3.4.                                                     

3.8  Closing. The closing of the transactions contemplated by this    
Agreement (the "Closing") shall take place at the offices of Carter, Ledyard &  
Milburn, 2 Wall Street, New York, New York 10005, at 9:00 a.m. local time on the
day which is not more than one business day after the day on which the last of  
the conditions set forth in Article IX (other than those that can be fulfilled  
only at the Effective Time) is fulfilled or waived or at such other time and    
place as Parent and the Company shall agree in writing.                         

3.9  Transfer Taxes. Parent and the Company shall cooperate in the    
preparation, execution and filing of all returns, applications or other         
documents regarding any real property transfer, stamp, recording, documentary or
other taxes and any other fees and similar taxes which become payable in        
connection with the Merger other than transfer or stamp taxes payable in respect
of transfers pursuant to the fourth sentence of Section 3.3 (collectively,      
"Transfer Taxes"). From and after the Effective Time, Parent shall pay or cause 
to be paid, without deduction or withholding from any amounts payable to the    
holders of Company Stock, all Transfer Taxes.                                   

IV. 

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Company as follows (such        
representations and warranties (as well as other provisions of this Agreement)  
are qualified by the matters identified (with references to the appropriate     
Section and, if applicable, subsection being qualified) on a disclosure schedule
(the "Parent Disclosure Schedule") delivered by Parent to the Company prior to  
execution of this Agreement):                                                   

4.1  Organization and Qualification. Parent is a corporation duly     
organized, validly existing and in good standing under the laws of the State of 
Delaware and has the corporate power to carry on its business as it is now being
conducted or currently proposed to be conducted. Parent is duly qualified as a  
foreign corporation to do business, and is in good standing, in each            
jurisdiction where the character of its properties owned or held under lease or 
the nature of its activities make such qualification necessary, except where the
failure to be so qualified will not, alone or in the aggregate, have a Parent   
Material Adverse Effect. For the purposes of this Agreement, a "Parent Material 
Adverse Effect" means any material adverse effect on the business, properties,  
assets, condition (financial or otherwise), liabilities or results of operations
of Parent and its subsidiaries taken as a whole, other than any effects arising 
out of, resulting from or relating to changes in general economic or financial  
conditions. Complete and correct copies as of the date hereof of the Certificate
of Incorporation and Bylaws of Parent have been delivered to the Company as part
of the Parent Disclosure Schedule.                                              

 4.2  Capitalization. The authorized capital stock of Parent consists of
100,000,000 shares of Parent Common Stock, and 1,000,000 shares of Preferred    
Stock, par value $.01 per share (the "Parent Preferred Stock"), of which 11,691 
shares are designated as Series A Preferred Stock ("Series A Preferred Stock"). 
As of December 31, 1997, the issued and outstanding capital stock of Parent     
consisted solely of 31,177,084 shares                                           

 A-4

S-4
74th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 74th

of Parent Common Stock and 11,691 shares of Series A Preferred Stock, all of    
which were validly issued and outstanding, fully paid, and nonassessable. There 
are no bonds, debentures, notes or other indebtedness issued or outstanding     
having the right to vote on any matters on which Parent's stockholders may vote.
As of December 31, 1997, there are no options, warrants, calls, convertible     
securities or other rights, agreements or commitments presently outstanding     
obligating Parent to issue, deliver or sell shares of its capital stock or debt 
securities, or obligating Parent to grant, extend or enter into any such option,
warrant, call or other such right, agreement or commitment, other than as       
identified in Section 4.2 of the Parent Disclosure Schedule. Section 4.2 of the 
Parent Disclosure Schedule sets forth the name of each optionee, the number of  
options held by such optionee and the exercise price for such options under the 
Parent Stock Plans (as defined below). Since December 31, 1997, Parent has not  
issued any shares of its capital stock except shares of Parent Common Stock     
issued under, or issued upon exercise of options granted under, Parent's stock  
option, restricted stock and stock purchase plans described in Section 4.2 of   
the Parent Disclosure Schedule (the "Parent Stock Plans"). Notwithstanding the  
foregoing, the Company acknowledges that, after the date hereof and prior to the
Closing, Parent may authorize and issue additional capital stock as             
consideration for any acquisition of a business or assets if (i) the acquired   
business or assets are primarily engaged in a business currently conducted by   
Parent or one or more of its subsidiaries and (ii) with respect to each such    
acquisition, none of the conditions specified in the definition of "significant 
subsidiary" in Rule 1-02(w) of Regulation S-X (17 CFR 210) exceeds 50% (any such
acquisition being referred to as a "Permitted Acquisition"). All of the shares  
of Parent Common Stock issuable in exchange for Company Stock at the Effective  
Time in accordance with this Agreement will be, when so issued, duly authorized,
validly issued, fully paid, nonassessable and free of preemptive rights and     
shall be delivered free and clear of all liens, claims, charges and encumbrances
of any kind or nature whatsoever.                                               

    4.3  Subsidiaries. Each subsidiary of Parent is a corporation, partnership
or other entity duly organized, validly existing and in good standing under the 
laws of its jurisdiction of organization (except where the failure to be validly
existing and in good standing would not be material to the business of such     
subsidiary) and has the corporate or similar power to carry on its business as  
it is now being conducted or currently proposed to be conducted. Each subsidiary
of Parent is duly qualified to do business, and is in good standing, in each    
jurisdiction where the character of its properties owned or held under lease or 
the nature of its activities makes such qualification necessary, except where   
the failure to be so qualified, when taken together with all such failures, has 
not had, and would not have, a Parent Material Adverse Effect. Section 4.3 of   
the Parent Disclosure Schedule contains, with respect to each subsidiary of     
Parent, its name and jurisdiction of organization and, with respect to each     
subsidiary that is not wholly owned, the number of issued and outstanding shares
of capital stock or share capital and the number of shares of capital stock or  
share capital owned by Parent or a subsidiary, in each case as of the date of   
this Agreement. All the outstanding shares of capital stock or share capital of 
each subsidiary of Parent are validly issued, fully paid and nonassessable, and 
except as set forth in Section 4.3 of the Parent Disclosure Schedule, those     
owned by Parent or by a subsidiary of Parent as of the date of this Agreement   
are owned free and clear of any liens, claims or encumbrances. Except as        
described in Section 4.3 of the Parent Disclosure Schedule, as of the date of   
this Agreement, there are no existing options, warrants, calls, convertible     
securities or other rights, agreements or commitments of any character relating 
to the issued or unissued capital stock or other securities of any of the       
subsidiaries of Parent. Except as set forth in Parent's Annual Report on Form   
10-K for the fiscal year ended December 31, 1996, any Parent SEC Report (as     
hereinafter defined) filed subsequent to such date and prior to the date hereof,
or in Section 4.3 of the Parent Disclosure Schedule, and except for Permitted   
Acquisitions after the date hereof, Parent does not directly or indirectly own  
any interest in any other corporation, partnership, joint venture or other      
business association or entity or have any obligation, commitment or undertaking
to acquire any such interest.                                                   

   4.4  Authority Relative to this Agreement. Parent has the corporate power
to enter into this Agreement and to carry out its obligations hereunder. The    
execution and delivery of this Agreement and the consummation of the            
transactions contemplated hereby have been duly authorized by Parent's Board of 
Directors. This Agreement constitutes a valid and binding obligation of Parent  
enforceable in accordance with its terms, except as enforcement may be limited  
by bankruptcy, insolvency or other similar laws affecting the enforcement of    
creditors' rights generally and except that the availability of equitable       
remedies, including                                                             
 A-5

S-4
75th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 75th

specific performance, is subject to the discretion of the court before which any
proceeding therefor may be brought. No other corporate proceedings on the part  
of Parent are necessary to authorize this Agreement and the transactions        
contemplated hereby. Except as described in Section 4.4 of the Parent Disclosure
Schedule, Parent is not subject to or obligated under (i) any charter or bylaw  
provision or (ii) any contract, indenture, loan or credit document, license,    
franchise, permit, order, decree, concession, lease, instrument, judgment,      
statute, law, ordinance, rule or regulation applicable to Parent or any of its  
subsidiaries or their respective properties or assets, which would be breached  
or violated, or under which there would be a default (with or without notice or 
lapse of time, or both), or under which there would arise a right of            
termination, cancellation, modification or acceleration of any obligation, or   
any right to payment or compensation, or the loss of a benefit, by its executing
and carrying out this Agreement, other than the laws and regulations referred to
in the next sentence. Except as required by the Hart-Scott-Rodino Antitrust     
Improvements Act of 1976, as amended (the "HSR Act"), similar pre-acquisition   
notification or approval requirements applicable to the Company's foreign       
operations (the "Foreign Acts"), the Securities Act of 1933, as amended (the    
"Securities Act"), the Securities Exchange Act of 1934, as amended (the         
"Exchange Act"), and the corporation, securities or blue sky laws or regulations
of the various states, no filing or registration with, or authorization, consent
or approval of, any court, administrative agency or commission or other         
governmental authority or instrumentality, domestic or foreign and including    
European Union, national, regional, state, provincial and municipal authorities 
(each, a "Governmental Entity"), is necessary for the consummation by Parent of 
the Merger or the other transactions contemplated by this Agreement.            

    4.5  Reports and Financial Statements. Parent has previously furnished the
Company with true and complete copies of its (i) Annual Reports on Form 10-K for
the fiscal years ended December 31, 1995 and December 31, 1996, as filed with   
the Securities and Exchange Commission (the "Commission"), (ii) Quarterly       
Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and   
September 30, 1997, as filed with the Commission, (iii) proxy statements related
to all meetings of its stockholders (whether annual or special) since December  
31, 1995, and (iv) all other reports or registration statements filed by Parent 
with the Commission since December 31, 1995, except for preliminary material (in
the case of clauses (iii) and (iv) above) and except for registration statements
on Form S-8 relating to employee benefit plans, shelf registration statements on
Form S-3 filed on behalf of selling stockholders and annual reports on Form 11-K
with respect to such plans, which are all the documents that Parent was required
to file with the Commission since that date (the documents in clauses (i)       
through (iv) being referred to herein collectively as the "Parent SEC Reports").
As of their respective dates, the Parent SEC Reports complied as to form in all 
material respects with the requirements of the Securities Act or the Exchange   
Act, as the case may be, and the rules and regulations of the Commission        
thereunder applicable to such Parent SEC Reports. As of their respective dates, 
the Parent SEC Reports did not contain any untrue statement of a material fact  
or omit to state a material fact required to be stated therein or necessary to  
make the statements therein, in light of the circumstances under which they were
made, not misleading. The audited consolidated financial statements and         
unaudited interim financial statements of Parent included in the Parent SEC     
Reports comply as to form in all material respects with applicable accounting   
requirements and with the published rules and regulations of the Commission with
respect thereto. The financial statements included in the Parent SEC Reports:   
(i) have been prepared in accordance with generally accepted accounting         
principles applied on a consistent basis, except as may be indicated therein or 
in the notes thereto and subject, in the case of the unaudited interim financial
statements, to normal year-end adjustments, any other adjustments described     
therein and the fact that certain information and notes have been condensed or  
omitted in accordance with the Exchange Act and the rules promulgated           
thereunder; (ii) present fairly, in all material respects, the financial        
position of Parent and its subsidiaries as at the dates thereof and the results 
of their operations and cash flows for the periods then ended; and (iii) are in 
all material respects in accordance with the books of account and records of    
Parent and its subsidiaries. As of September 30, 1997, there was no basis for   
any claim or liability of any nature against Parent or its subsidiaries, whether
absolute, accrued, contingent or otherwise, which, alone or in the aggregate,   
has had, or would have, a Parent Material Adverse Effect, other than as         
reflected in the Parent SEC Reports.                                            

4.6  Absence of Certain Changes or Events. Except as disclosed in the 
Parent SEC Reports filed prior to the date of this Agreement or as set forth in 
Section 4.6 of the Parent Disclosure Schedule, since                            
 A-6

S-4
76th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 76th

September 30, 1997, Parent and its subsidiaries have operated their respective  
businesses in the ordinary course of business consistent with past practice and 
there has not been (i) any transaction, commitment, dispute or other event or   
condition (financial or otherwise) of any character (whether or not in the      
ordinary course of business) which, alone or in the aggregate, has had, or would
have, a Parent Material Adverse Effect; (ii) any damage, destruction or loss,   
whether or not covered by insurance, which has had, or would have, a Parent     
Material Adverse Effect; (iii) any declaration, setting aside or payment of any 
dividend or distribution (whether in cash, stock or property) with respect to   
the Parent Common Stock; (iv) any material change in Parent's accounting        
principles, practices or methods; (v) any reclassification of the Parent Common 
Stock or the issuance or authorization of any issuance of any other securities  
in lieu of or in substitution for shares of Parent Common Stock; (vi) any grant 
or amendment of the terms of any option to purchase shares of Parent Common     
Stock other than pursuant to the Parent Stock Plans or in connection with a     
Permitted Acquisition; or (vi) any agreement (whether or not in writing),       
arrangement or understanding to do any of the foregoing.                        

    4.7  Litigation. Except as disclosed in the Parent SEC Reports filed prior
to the date of this Agreement, there is no suit, action or proceeding pending   
or, to Parent's knowledge, threatened against Parent or any of its subsidiaries 
which, alone or in the aggregate, has had or would have, a Parent Material      
Adverse Effect, nor is there any judgment, decree, injunction, rule or order of 
any Governmental Entity or arbitrator outstanding against Parent or any of its  
subsidiaries which, alone or in the aggregate, has had, or would have, any such 
Parent Material Adverse Effect. For purposes of this Agreement, the phrases     
"Parent's knowledge," and "to the knowledge of Parent" and other phrases of like
import shall mean the actual knowledge of any executive officer of Parent.      

4.8  Employee Benefit Plans. (a) Section 4.8 of the Parent Disclosure 
Schedule hereto sets forth a list of all "employee benefit plans," as defined in
Section 3(3) of ERISA, and all other employee benefit or compensation           
arrangements or payroll practices, including, without limitation, any such      
arrangements or payroll practices providing severance pay, sick leave, vacation 
pay, salary continuation for disability, retirement benefits, deferred          
compensation, bonus pay, incentive pay, stock options (including those held by  
directors, employees, and consultants), hospitalization insurance, medical      
insurance, life insurance, scholarships or tuition reimbursements, that are     
maintained by Parent, any subsidiary of Parent or any Parent ERISA Affiliate (as
defined below) or to which Parent, any subsidiary of Parent or any Parent ERISA 
Affiliate is obligated to contribute thereunder for current or former directors,
employees, independent contractors, consultants and leased employees of Parent, 
any subsidiary of Parent or any Parent ERISA Affiliate (the "Parent Employee    
Benefit Plans"); provided that Parent will have no obligation to add any Parent 
Employee Benefit Plans assumed or acquired by Parent or any of its subsidiaries 
after the date hereof as a result of any Permitted Acquisition (an "Acquired    
Plan") to Section 4.8 of the Parent Disclosure Schedule.                        

  (b) Except as set forth in Section 4.8 of the Parent Disclosure Schedule
and except for Acquired Plans, none of the Parent Employee Benefit Plans is a   
"multiemployer plan", as defined in Section 4001(a)(3) of ERISA (a              
"Multiemployer Plan"), and since December 31, 1995, neither Parent nor any      
Parent ERISA Affiliate has contributed or contributes, or has been or is        
required to contribute, to any such plan. With respect to any Multiemployer Plan
that Parent or any Parent ERISA Affiliate are required or have been required in 
the past to contribute to:                                                      

          (i) Parent and each Parent ERISA Affiliate has or will have, as of the
    Closing Date, made all contributions to the Multiemployer Plan required by
the terms of such Multiemployer Plan or any collective bargaining     
agreement;                                                            

          (ii) neither Parent nor the Company would be subject to any withdrawal
 liability under Part 1 of Subtitle E of Title IV of ERISA if, as of the
Closing Date, Parent or any Parent ERISA Affiliate were to engage in a
complete withdrawal (as defined in ERISA Section 4203) or a partial   
    withdrawal (as defined in ERISA Section 4205) from the Multiemployer Plan;
and                                                                   

     (iii) Parent has made available to Company current, accurate, and
    complete copies of the Multiemployer Plan and of all collective bargaining
   agreements requiring contributions to be made to such Multiemployer Plan.
 A-7

S-4
77th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 77th

   (c) Except as set forth in Section 4.8 of the Parent Disclosure Schedule,
Parent does not maintain or contribute to any plan or arrangement which provides
or has any liability to provide life insurance or medical or other employee     
welfare benefits to any employee, officer or director or former employee,       
officer or director upon his retirement or termination of employment, and Parent
has never represented, promised or contracted (whether in oral or written form) 
to any employee, officer or director or former employee, officer or director    
that such benefits would be provided.                                           

   (d) Except as set forth in Section 4.8 of the Parent Disclosure Schedule,
the execution of, and performance of the transactions contemplated in, this     
Agreement will not, either alone or upon the occurrence of subsequent events,   
result in any payment (whether of severance pay or otherwise), acceleration,    
forgiveness of indebtedness, vesting, distribution, increase in benefits or     
obligation to fund benefits with respect to any employee, officer or director.  
The only severance agreements or severance policies applicable to Parent or its 
subsidiaries in the event of a change of control of Parent are the agreements   
and policies specifically referred to in Section 4.8 of the Parent Disclosure   
Schedule.                                                                       

 (e) Each Parent Employee Benefit Plan that is intended to qualify under
Section 401 of the Code, and each trust maintained pursuant thereto, has been   
determined to be exempt from federal income taxation under Section 501 of the   
Code by the Internal Revenue Service (the "IRS"), and, to Parent's knowledge,   
nothing has occurred with respect to the operation or organization of any such  
Parent Employee Benefit Plan that would cause the loss of such qualification or 
exemption or the imposition of any liability, penalty or tax under ERISA or the 
Code. With respect to any Parent Employee Benefit Plan or other employee benefit
plan which is a "defined benefit plan" within the meaning of Section 3(35) of   
ERISA, (i) Parent has not incurred and is not reasonably likely to incur any    
liability under Title IV of ERISA (other than for the payment of premiums, all  
of which have been paid when due), (ii) Parent has not incurred any accumulated 
funding deficiency within the meaning of Section 412 of the Code and has not    
applied for or obtained a waiver of any minimum funding standard or an extension
of any amortization period under Section 412 of the Code, (iii) no "reportable  
event" (as such term is defined in Section 4043 of ERISA but excluding any event
for which the provision for 30-day notice to the Pension Benefit Guaranty       
Corporation has been waived by regulation) has occurred or is expected to occur 
and (iv) since December 31, 1996, no material adverse change in the financial   
condition of any such plan has occurred.                                        

(f) (i) All contributions (including all employer contributions and   
employee salary reduction contributions) required to have been made under any of
the Parent Employee Benefit Plans to any funds or trusts established thereunder 
or in connection therewith have been made by the due date thereof, (ii) Parent  
has complied in all material respects with any notice, reporting and            
documentation requirements of ERISA and the Code, (iii) there are no pending    
actions, claims or lawsuits which have been asserted, instituted or, to Parent's
knowledge, threatened, in connection with the Parent Employee Benefit Plans,    
(iv) the Parent Employee Benefit Plans have been maintained, in all material    
respects, in accordance with their terms and with all provisions of ERISA and   
the Code (including rules and regulations thereunder) and other applicable      
federal and state laws and regulations, and (v) except as set forth in Section  
4.8 of the Parent Disclosure Statement, each Parent Employee Benefit Plan could 
be terminated as of the Closing Date with no liability to Parent, Company or any
Parent ERISA Affiliate.                                                         

   (g) To Parent's knowledge, neither Parent nor any Parent ERISA Affiliate,
has engaged in any transaction in violation of Section 406(a) or (b) of ERISA or
any "prohibited transaction" (as defined in Section 4975(c)(1) of the Code),    
which would subject Parent or any Parent ERISA Affiliate to any taxes, penalties
or other liabilities resulting from such prohibited transaction, and no         
condition exists that would subject Parent or any Parent ERISA Affiliate to any 
excise tax, penalty tax or fine related to any Parent Employee Benefit Plans.   

     (h) With respect to each Parent Employee Benefit Plan, Parent has furnished
or made available to the Company true, correct and complete copies of (i) the   
plan documents and summary plan descriptions; (ii) the most recent determination
letter received from the Internal Revenue Service; (iii) the annual reports to  
be filed for the three most recent plan years of each such plan; (iv) all       
related trust agreements, insurance                                             

 A-8

S-4
78th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 78th

contracts or other funding agreements that implement such plans; and (v) all    
other documents, records or other materials related thereto reasonably requested
by the Company.                                                                 

     For purposes of this Agreement, "Parent ERISA Affiliate" means any business
or entity which is a member of the same "controlled group of corporations,"     
under "common control" or an "affiliated service group" with Parent within the  
meanings of Sections 414 (b), (c) or (m) of the Code, or required to be         
aggregated with Parent under Section 414(o) of the Code, or is under "common    
control" with Parent, within the meaning of Section 4001(a)(14) of ERISA, or any
regulations promulgated or proposed under any of the foregoing Sections.        

    4.9  Financial Advisor. Except for Donaldson, Lufkin & Jenrette Securities
Corp. ("DLJ"), no broker, finder or investment banker is entitled to any        
brokerage, finder's or other fee or commission in connection with the Merger or 
the transactions contemplated by this Agreement based upon arrangements made by 
or on behalf of Parent. Parent has previously delivered to the Company a copy of
the engagement letter executed on December 12, 1997 between Parent and DLJ. In  
addition to any such fee and commission arrangements, Parent has previously     
delivered to the Company a good faith estimate of all additional fees, costs and
expenses to be incurred by Parent and its subsidiaries in connection with this  
Agreement and the transactions contemplated by this Agreement (but not including
any estimate of legal or accounting fees, costs and expenses).                  

    4.10  Compliance with Applicable Laws. Parent and each of its subsidiaries
holds all permits, licenses, variances, exemptions, orders and approvals of all 
Governmental Entities necessary or appropriate for the operation of its         
respective business, except for such permits, licenses, variances, exemptions,  
orders and approvals the failure to hold which, alone or in the aggregate, has  
not had, and would not have, a Parent Material Adverse Effect (the "Parent      
Permits"). Parent and each of its subsidiaries is in compliance with the terms  
of the Parent Permits, except for any failure to comply which, alone or in the  
aggregate, has not had, and would not have, a Parent Material Adverse Effect.   
Except as disclosed in the Parent SEC Reports filed prior to the date of this   
Agreement, the businesses of Parent and its subsidiaries are not being conducted
in violation of any law, ordinance or regulation of any Governmental Entity,    
except for possible violations which, alone or in the aggregate, have not had,  
and would not have, a Parent Material Adverse Effect. To Parent's knowledge,    
during the past five years, none of Parent's or any of its subsidiaries'        
officers, employees or agents, nor any other person acting on behalf of any of  
them or Parent or any of its subsidiaries, has, directly or indirectly, given or
agreed to give any gift or similar benefit to any customer, supplier,           
governmental employee or other person in violation of any law, ordinance or     
regulation of any Governmental Entity, including, without limitation, the       
Foreign Corrupt Practices Act.                                                  

4.11  Taxes. Except to the extent that the inaccuracy of any of the   
succeeding representations has not had, or would not have, a Parent Material    
Adverse Effect: (i) all Tax Returns required to be filed by or with respect to  
Parent and each of its subsidiaries have been filed; (ii) neither Parent nor any
of its subsidiaries has requested or been granted an extension of time for      
filing any Tax Return that has not yet been filed; (iii) Parent and each of its 
subsidiaries has paid all Taxes that are due from or with respect to it; (iv)   
Parent and each of its subsidiaries has withheld and paid all Taxes required by 
all applicable laws to be withheld or paid in connection with any amounts paid  
or owing to any employee, creditor, independent contractor or other third party;
(v) there are no outstanding agreements, waivers, or arrangements extending the 
statutory period of limitation applicable to any claim for, or the period for   
the collection or assessment of, Taxes due from or with respect to Parent or any
of its subsidiaries for any taxable period; (vi) no audit, action, proceeding,  
investigation, dispute or claim by any court, governmental or regulatory        
authority, or similar person is pending or, to Parent's knowledge, threatened in
regard to any Taxes due from or with respect to Parent or any of its            
subsidiaries or any Tax Return filed by or with respect to Parent or any of its 
subsidiaries; (vii) no claim has been made by a taxing authority in a           
jurisdiction in which Parent does not file Tax Returns that Parent is required  
to file Tax Returns in such jurisdiction, and, to Parent's knowledge, no taxing 
authority could reasonably make such a claim; (viii) no assessment of any       
deficiency for Taxes is proposed against Parent or any of its subsidiaries or   
any of their assets; (ix) there are no liens for Taxes (other than for current  
Taxes not yet due and payable) upon the assets of Parent; (x) Parent has not    
been a member of an affiliated group as defined in Section 1504 of the Code (or 
any analogous combined, consolidated or unitary group as defined                
 A-9

S-4
79th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 79th

under state, local or foreign income tax law) other than one of which Parent was
the common parent; (xi) Parent has no obligation or liability for the payment of
Taxes of any other person arising as a result of any obligation to indemnify    
another person or as a result of Parent assuming or succeeding to the tax       
liability of any other person as a successor, transferee or otherwise; (xii)    
Parent will not be required to include any amount in taxable income for any     
taxable period (or portion thereof) ending after the Effective Time as a result 
of (A) a change in method of accounting for a taxable period ending prior to the
Effective Time, (B) any "closing agreement" as described in Section 7121 of the 
Code (or any corresponding provision of state, local or foreign income tax laws)
entered into prior to the Effective Time, (C) any sale reported on the          
installment method that occurred prior to the Effective Time or (D) any prepaid 
amount received prior to the Effective Time; (xiii) all Taxes accrued but not   
yet due and all contingent liabilities for Taxes are adequately reflected in the
reserves for Taxes in the financial statements contained in the Parent SEC      
Reports; and (xiv) there has been no "ownership change" as described in Section 
382 of the Code that has resulted in any limitation on the Parent's ability to  
offset pre-change losses against its taxable income. "Taxes" shall mean all     
taxes, charges, fees, levies, or other similar assessments or liabilities,      
including without limitation (a) income, gross receipts, ad valorem, premium,   
excise, real property, personal property, sales, use, transfer, withholding,    
employment, payroll, and franchise taxes imposed by the United States of        
America, or by any state, local, or foreign government, or any subdivision,     
agency, or other similar person of the United States or any such government; and
(b) any interest, fines, penalties, assessments, or additions to taxes resulting
from, attributable to, or incurred in connection with any Tax or any contest,   
dispute, or refund thereof. "Tax Returns" shall mean any report, return, or     
statement required to be supplied to a taxing authority in connection with      
Taxes.                                                                          

    4.12  Certain Agreements. Neither Parent nor any of its subsidiaries is in
default (or would be in default with notice or lapse of time, or both) under any
indenture, note, credit agreement, loan document, lease, license, concession or 
other agreement, whether or not such default has been waived, which default,    
alone or in the aggregate with other such defaults, has had, or would have, a   
Parent Material Adverse Effect.                                                 

 4.13  Tax and Accounting Matters. To Parent's knowledge, Parent has not
taken any action which would prevent the Merger from constituting a             
reorganization within the meaning of Section 368(a) of the Code.                

    4.14  Relationship with Customers and Suppliers. Parent has made available
to the Company a list of (i) the ten largest customers of Parent and its        
subsidiaries taken as a whole as determined by the dollar volume of sales for   
the year ended December 31, 1996 and for the nine months ended September 30,    
1997, together with such sales volumes and (ii) the ten largest suppliers of    
Parent and its subsidiaries taken as a whole as determined by the dollar volume 
of purchases for the year ended December 31, 1996 and for the nine months ended 
September 30, 1997, together with such purchase volumes. In the last 12 months, 
no such supplier or customer of Parent or its subsidiaries has notified Parent  
or its subsidiaries that it has canceled or otherwise terminated, or, to        
Parent's knowledge, threatened to cancel or otherwise terminate, its            
relationship with Parent or any of its subsidiaries, and, to Parent's knowledge,
there has not been any material dispute with any such customer or supplier.     

     4.15  Intellectual Property. (a) Parent has made available to the Company a
list of the following (collectively, the "Parent Intellectual Property"): (i)   
each trademark, trade name, brand name, service mark or other trade designation 
owned or licensed by or to Parent or any of its subsidiaries, each patent,      
copyright and similar intellectual property owned or licensed to or by Parent   
and each license, royalty, assignment or other similar agreement and each       
registration and application relating to the foregoing that is material to the  
conduct of the business of Parent and its subsidiaries taken as a whole; and    
(ii) each agreement relating to Parent Intellectual Property or any technology, 
know-how or processes that Parent or its subsidiaries is licensed or authorized 
to use, or which it licenses or authorizes others to use, that is material to   
the conduct of the business of Parent and its subsidiaries taken as a whole.    

  (b) Parent and its subsidiaries own the Parent Intellectual Property, or
have the right to use the same without infringing or violating the rights of any
third parties, except where such infringement or violation has not had, or would
not have, either alone or in the aggregate, a Parent Material Adverse Effect. No
consent of                                                                      

A-10

S-4
80th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 80th

third parties will be required for the use of the Parent Intellectual Property  
after the Effective Time, except where the failure to obtain such consent would 
not have, either alone or in the aggregate, a Parent Material Adverse Effect. No
claim has been asserted by any person against Parent or any of its subsidiaries 
regarding the ownership of or the right to use any Parent Intellectual Property 
or challenging the rights of Parent or any of its subsidiaries with respect to  
any of the Parent Intellectual Property which, if adversely determined, would   
have, either alone or in the aggregate, a Parent Material Adverse Effect.       

    (c) To Parent's knowledge, no person or entity has asserted any claim that
any product, activity or operation of Parent or any of its subsidiaries         
infringes upon or involves, or has resulted in the infringement of, any         
proprietary right of such person or entity, except for such infringement which  
has not had, or would not have, either alone or in the aggregate, a Parent      
Material Adverse Effect; and no proceedings have been instituted, are pending   
or, to Parent's knowledge, are threatened which challenge the rights of Parent  
or any of its subsidiaries with respect thereto, which, if adversely determined,
would have, either alone or in the aggregate, a Parent Material Adverse Effect. 

V.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company represents and warrants to Parent and Sub as follows (such
representations and warranties (as well as other provisions of this Agreement)  
are qualified by the matters identified (with references to the appropriate     
Section and, if applicable, subsection being qualified) on a disclosure schedule
(the "Company Disclosure Schedule") delivered by the Company to Parent prior to 
execution of this Agreement):                                                   

5.1  Organization and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of 
Delaware and has the corporate power to carry on its business as it is now being
conducted or currently proposed to be conducted. The Company is duly qualified  
as a foreign corporation to do business, and is in good standing, in each       
jurisdiction where the character of its properties owned or held under lease or 
the nature of its activities makes such qualification necessary, except where   
the failure to be so qualified will not, alone or in the aggregate, have a      
Company Material Adverse Effect. For the purposes of this Agreement, a "Company 
Material Adverse Effect" means a material adverse effect on the business,       
properties, assets, condition (financial or otherwise), liabilities or results  
of operations of the Company and its subsidiaries taken as a whole, other than  
any effects arising out of, resulting from or relating to changes in general    
economic or financial conditions. Complete and correct copies as of the date    
hereof of the Certificate of Incorporation and Bylaws of the Company have been  
delivered to Parent as part of the Company Disclosure Schedule.                 

5.2  Capitalization. The authorized stock of the Company consists of  
20,000,000 shares of Company Stock, 250,000 shares of first preferred stock, par
value $25.00 per share, and 1,535 shares of second preferred stock, par value   
$100.00 per share. As of December 31, 1997, the issued and outstanding capital  
stock of the Company consisted solely of 3,217,355 shares of Company Stock, all 
of which were validly issued and outstanding, fully paid and nonassessable.     
There are no bonds, debentures, notes or other indebtedness issued or           
outstanding having the right to vote on any matters on which the Company's      
stockholders may vote. There are no options, warrants, calls, convertible       
securities or other rights, agreements or commitments presently outstanding     
obligating the Company to issue, deliver or sell shares of its stock or debt    
securities, or obligating the Company to grant, extend or enter into any such   
option, warrant, call or other such right, agreement or commitment, other than  
as identified in Section 5.2 of the Company Disclosure Schedule. Section 5.2 of 
the Company Disclosure Schedule sets forth the name of each optionee, the number
of Options held by such optionee and the exercise price for such Options under  
the Option Plans. Since December 31, 1997, the Company has not issued any shares
of its capital stock except shares of Company Stock issued upon exercise of     
Options. After the Effective Time, the Surviving Corporation will have no       
obligation to issue, transfer or sell any shares of stock of the Company or the 
Surviving Corporation pursuant to any Company Employee Benefit Plan (as defined 
in Section 5.8).                                                                

5.3  Subsidiaries. Each subsidiary of the Company is a corporation,   
partnership or other entity duly organized, validly existing and in good        
standing under the laws of its jurisdiction of organization (except where       

A-11

S-4
81st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 81st

the failure to be validly existing and in good standing would not be material to
the business of such subsidiary) and has the corporate or similar power to carry
on its business as it is now being conducted or currently proposed to be        
conducted. Each subsidiary of the Company is duly qualified to do business, and 
is in good standing, in each jurisdiction where the character of its properties 
owned or held under lease or the nature of its activities makes such            
qualification necessary, except where the failure to be so qualified, when taken
together with all such failures, has not had, and would not have, a Company     
Material Adverse Effect. Section 5.3 of the Company Disclosure Schedule         
contains, with respect to each subsidiary of the Company, its name and          
jurisdiction of organization and, with respect to each subsidiary that is not   
wholly owned, the number of issued and outstanding shares of capital stock or   
share capital and the number of shares of capital stock or share capital owned  
by the Company or a subsidiary. Except as described in Section 5.3 of the       
Company Disclosure Schedule, all the outstanding shares of capital stock or     
share capital of each subsidiary of the Company are validly issued, fully paid  
and nonassessable, and those owned by the Company or by a subsidiary of the     
Company are owned free and clear of any liens, claims or encumbrances. Except as
described in Section 5.3 of the Company Disclosure Schedule, there are no       
existing options, warrants, calls, convertible securities or other rights,      
agreements or commitments of any character relating to the issued or unissued   
capital stock or other securities of any of the subsidiaries of the Company.    
Except as set forth in the Company's Annual Report on Form 10-K for the fiscal  
year ended December 31, 1996 or any Company SEC Report (as hereinafter defined) 
filed subsequent to such date and prior to the date hereof, or as set forth in  
Section 5.3 of the Company Disclosure Schedule, the Company does not directly or
indirectly own any interest in any other corporation, partnership, joint venture
or other business association or entity or have any obligation, commitment or   
undertaking to acquire any such interest.                                       

  5.4  Authority Relative to this Agreement. The Company has the corporate
power to enter into this Agreement and to carry out its obligations hereunder.  
The execution and delivery of this Agreement and the consummation of the        
transactions contemplated hereby have been duly authorized by the Company's     
Board of Directors. This Agreement constitutes a valid and binding obligation of
the Company enforceable in accordance with its terms except as enforcement may  
be limited by bankruptcy, insolvency or other similar laws affecting the        
enforcement of creditors rights generally and except that the availability of   
equitable remedies, including specific performance, is subject to the discretion
of the court before which any proceeding therefor may be brought. Except for the
approval of this Agreement and the transactions contemplated hereby by the      
holders of a majority of the shares of Company Stock outstanding and entitled to
vote thereon as described in Section 3.6, no other corporate proceedings on the 
part of the Company are necessary to authorize this Agreement and the           
transactions contemplated hereby. Except as described in Section 5.4 of the     
Company Disclosure Schedule, the Company is not subject to or obligated under   
(i) any charter or bylaw provision or (ii) any contract, indenture, loan or     
credit document, license, franchise, permit, order, decree, concession, lease,  
instrument, judgment, statute, law, ordinance, rule or regulation applicable to 
the Company or any of its subsidiaries or their respective properties or assets 
which would be breached or violated, or under which there would be a default    
(with or without notice or lapse of time, or both), or under which there would  
arise a right of termination, cancellation, modification or acceleration of any 
obligation, or any right to payment or compensation, or the loss of a benefit,  
by its executing and carrying out this Agreement, other than the laws and       
regulations referred to in the next sentence. Except as required by the HSR Act,
the Foreign Acts, the Securities Act, the Exchange Act, and the corporation,    
securities or blue sky laws or regulations of the various states, no filing or  
registration with, or authorization, consent or approval of, any Governmental   
Entity is necessary for the consummation by the Company of the Merger or the    
other transactions contemplated by this Agreement.                              

     5.5  Reports and Financial Statements. The Company has previously furnished
Parent with true and complete copies of its (i) Annual Reports on Form 10-K for 
the fiscal years ended December 31, 1995 and December 31, 1996, as filed with   
the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997, as filed with the Commission,   
(iii) proxy statements related to all meetings of its stockholders (whether     
annual or special) since December 31, 1995 and (iv) all other reports or        
registration statements filed by the Company with the Commission since December 
31, 1995, except for preliminary material (in the case of clauses (iii) and (iv)
above) and except for registration statements on Form S-8 relating to employee  
benefit plans and annual reports on Form 11-K                                   
A-12

S-4
82nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 82nd

with respect to such plans, which are all the documents that the Company was    
required to file with the Commission since that date (the documents in clauses  
(i) through (iv) being referred to herein collectively as the "Company SEC      
Reports"). As of their respective dates, the Company SEC Reports complied as to 
form in all material respects with the requirements of the Securities Act or the
Exchange Act, as the case may be, and the rules and regulations of the          
Commission thereunder applicable to such Company SEC Reports. As of their       
respective dates, the Company SEC Reports did not contain any untrue statement  
of a material fact or omit to state a material fact required to be stated       
therein or necessary to make the statements therein, in light of the            
circumstances under which they were made, not misleading. The audited           
consolidated financial statements and unaudited interim financial statements of 
the Company included in the Company SEC Reports comply as to form in all        
material respects with applicable accounting requirements and with the published
rules and regulations of the Commission with respect thereto. The financial     
statements included in the Company SEC Reports: (i) have been prepared in       
accordance with generally accepted accounting principles applied on a consistent
basis, except as may be indicated therein or in the notes thereto and subject,  
in the case of the unaudited interim financial statements, to normal year-end   
adjustments and any other adjustments described therein and the fact that       
certain information and notes have been condensed or omitted in accordance with 
the Exchange Act and the rules promulgated thereunder; (ii) present fairly, in  
all material respects, the financial position of the Company and its            
subsidiaries, as at the dates thereof and the results of their operations and   
cash flows for the periods then ended; and (iii) are in all material respects in
accordance with the books of account and records of the Company and its         
subsidiaries. As of September 30, 1997, there was no basis for any claim or     
liability of any nature against the Company or any of its subsidiaries, whether 
absolute, accrued, contingent or otherwise, which, alone or in the aggregate,   
has had, or would have, a Company Material Adverse Effect, other than as        
reflected in the Company SEC Reports.                                           

5.6  Absence of Certain Changes or Events. Except as disclosed in the 
Company SEC Reports filed prior to the date of this Agreement or in Section 5.6 
of the Company Disclosure Schedule, since September 30, 1997, the Company and   
its subsidiaries have operated their respective businesses in the ordinary      
course of business consistent with past practice and there has not been (i) any 
transaction, commitment, dispute or other event or condition (financial or      
otherwise) of any character (whether or not in the ordinary course of business) 
which, alone or in the aggregate, has had, or would have, a Company Material    
Adverse Effect; (ii) any damage, destruction or loss, whether or not covered by 
insurance, which has had, or would have, a Company Material Adverse Effect;     
(iii) any declaration, setting aside or payment of any dividend or distribution 
(whether in cash, stock or property) with respect to the stock of the Company or
any of its subsidiaries (other than dividends or distributions between the      
Company and its wholly owned subsidiaries); (iv) any material change in the     
Company's accounting principles, practices or methods; (v) any repurchase or    
redemption with respect to its stock; (vi) any stock split, combination or      
reclassification of any of the Company's stock or the issuance or authorization 
of any issuance of any other securities in respect of, in lieu of or in         
substitution for, shares of the Company's stock; (vii) any grant or amendment of
the terms of any option to purchase shares of stock of the Company other than   
pursuant to the Option Plans; (viii) any granting by the Company or any of its  
subsidiaries to any director, officer or employee of the Company or any of its  
subsidiaries of (A) any increase in compensation (other than in the case of     
employees in the ordinary course of business consistent with past practice), (B)
any increase in severance or termination pay, or (C) acceleration of            
compensation or benefits; (ix) any entry by the Company or any of its           
subsidiaries into any employment, severance, bonus or termination agreement with
any director, officer or employee of the Company or any of its subsidiaries; or 
(x) any agreement (whether or not in writing), arrangement or understanding to  
do any of the foregoing.                                                        

     5.7  Litigation. Except as disclosed in the Company SEC Reports filed prior
to the date of this Agreement, there is no suit, action or proceeding pending   
or, to the Company's knowledge, threatened against the Company or any of its    
subsidiaries which, alone or in the aggregate, has had or would have, a Company 
Material Adverse Effect, nor is there any judgment, decree, injunction, rule or 
order of any Governmental Entity or arbitrator outstanding against the Company  
or any of its subsidiaries which, alone or in the aggregate, has had, or would  
have, any such Company Material Adverse Effect. For purposes of this Agreement, 
the phrases "the Company's knowledge" and "knowledge of the Company" and other  
phrases of like import shall mean the actual knowledge of any executive officer 
of the Company.                                                                 
A-13

S-4
83rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 83rd

   5.8  Employee Benefit Plans. (a) Section 5.8(a) of the Company Disclosure
Schedule hereto sets forth a list of all "employee benefit plans," as defined in
Section 3(3) of ERISA, and all other material employee benefit or compensation  
arrangements or payroll practices, including, without limitation, any such      
arrangements or payroll practices providing severance pay, sick leave, vacation 
pay, salary continuation for disability, retirement benefits, deferred          
compensation, bonus pay, incentive pay, stock options (including those held by  
directors, employees, and consultants), hospitalization insurance, medical      
insurance, life insurance, scholarships or tuition reimbursements, that are     
maintained by the Company, any subsidiary of the Company or any Company ERISA   
Affiliate (as defined below) or to which the Company, any subsidiary of the     
Company or any Company ERISA Affiliate is obligated to contribute thereunder for
current or former directors, employees, independent contractors, consultants and
leased employees of the Company, any subsidiary of the Company or any Company   
ERISA Affiliate (the "Company Employee Benefit Plans").                         

(b) Except as set forth in Section 5.8(b) of the Company Disclosure   
Schedule, none of the Company Employee Benefit Plans is a "multiemployer plan", 
as defined in Section 4001(a)(3) of ERISA (a "Multiemployer Plan"), and since   
December 31, 1995, neither the Company nor any Company ERISA Affiliate has      
contributed or contributes, or has been or is required to contribute, to any    
such plan. With respect to any Multiemployer Plan that the Company or any       
Company ERISA Affiliate are required or have been required in the past to       
contribute to:                                                                  

         (i) the Company and each Company ERISA Affiliate has or will have, as
of the Closing Date, made all contributions to the Multiemployer Plan 
required by the terms of such Multiemployer Plan or any collective    
bargaining agreement;                                                 

        (ii) neither the Company nor Parent would be subject to any material
     withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA if, as
 of the Closing Date, the Company or any Company ERISA Affiliate were to
 engage in a complete withdrawal (as defined in ERISA Section 4203) or a
partial withdrawal (as defined in ERISA Section 4205) from the        
Multiemployer Plan; and                                               

         (iii) the Company has made available to Parent current, accurate, and
    complete copies of the Multiemployer Plan and of all collective bargaining
   agreements requiring contributions to be made to such Multiemployer Plan.

(c) Except as set forth in Section 5.8(c) of the Company Disclosure   
Schedule, the Company does not maintain or contribute to any plan or arrangement
which provides or has any liability to provide life insurance or medical or     
other employee welfare benefits to any employee, officer or director or former  
employee, officer or director upon his retirement or termination of employment, 
and the Company has never represented, promised or contracted (whether in oral  
or written form) to any employee, officer or director or former employee,       
officer or director that such benefits would be provided.                       

(d) Except as set forth in Section 5.8(d) of the Company Disclosure   
Schedule, the execution of, and performance of the transactions contemplated in,
this Agreement will not, either alone or upon the occurrence of subsequent      
events, result in any payment (whether of severance pay or otherwise),          
acceleration, forgiveness of indebtedness, vesting, distribution, increase in   
benefits or obligation to fund benefits with respect to any employee, officer or
director. The only severance agreements or severance policies applicable to the 
Company or its subsidiaries in the event of a change of control of the Company  
are the agreements and policies specifically referred to in Section 5.8 of the  
Company Disclosure Schedule.                                                    

  (e) Each Company Employee Benefit Plan that is intended to qualify under
Section 401 of the Code, and each trust maintained pursuant thereto, has been   
determined to be exempt from federal income taxation under Section 501 of the   
Code by the IRS, and, to the Company's knowledge, nothing has occurred with     
respect to the operation or organization of any such Company Employee Benefit   
Plan that would cause the loss of such qualification or exemption or the        
imposition of any liability, penalty or tax under ERISA or the Code. With       
respect to any Company Employee Benefit Plan or other employee benefit plan     
which is a "defined benefit plan" within the meaning of Section 3(35) of ERISA, 
(i) the Company has not incurred and is not reasonably likely to incur any      
liability under Title IV of ERISA (other than for the payment of premiums, all  
of which have been paid when due), (ii) the Company has not incurred any        
accumulated                                                                     
A-14

S-4
84th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 84th

funding deficiency within the meaning of Section 412 of the Code and has not    
applied for or obtained a waiver of any minimum funding standard or an extension
of any amortization period under Section 412 of the Code, (iii) no "reportable  
event" (as such term is defined in Section 4043 of ERISA but excluding any event
for which the provision for 30-day notice to the Pension Benefit Guaranty       
Corporation has been waived by regulation) has occurred or is expected to occur 
and (iv) since December 31, 1996, no material adverse change in the financial   
condition of any such plan has occurred.                                        

     (f)(i) All contributions (including all employer contributions and employee
salary reduction contributions) required to have been made under any of the     
Company Employee Benefit Plans to any funds or trusts established thereunder or 
in connection therewith have been made by the due date thereof, (ii) the Company
has complied in all material respects with any notice, reporting and            
documentation requirements of ERISA and the Code, (iii) there are no pending    
actions, claims or lawsuits which have been asserted, instituted or, to the     
Company's knowledge, threatened, in connection with the Company Employee Benefit
Plans, (iv) the Company Employee Benefit Plans have been maintained, in all     
material respects, in accordance with their terms and with all provisions of    
ERISA and the Code (including rules and regulations thereunder) and other       
applicable federal and state laws and regulations, and (v) except as set forth  
in Section 4.8 of the Company Disclosure Statement, each Company Employee       
Benefit Plan could be terminated as of the Closing Date with no liability to the
Company, Parent or any Company ERISA Affiliate.                                 

   (g) To the Company's knowledge, neither the Company nor any Company ERISA
Affiliate, has engaged in any transaction in violation of Section 406(a) or (b) 
of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of   
the Code), which would subject the Company or any Company ERISA Affiliate to any
taxes, penalties or other liabilities resulting from such prohibited            
transaction, and no condition exists that would subject the Company or any      
Company ERISA Affiliate to any excise tax, penalty tax or fine related to any   
Company Employee Benefit Plans.                                                 

 (h) With respect to each Company Employee Benefit Plan, the Company has
furnished or made available to Parent true, correct and complete copies of the  
following (to the extent applicable): (i) the plan documents and summary plan   
descriptions; (ii) the most recent determination letter received from the       
Internal Revenue Service; (iii) the annual reports to be filed for the three    
most recent plan years of each such plan; (iv) all related trust agreements,    
insurance contracts or other funding agreements that implement such plans; and  
(v) all other documents, records or other materials related thereto reasonably  
requested by Parent.                                                            

  (i) Each Company Employee Benefit Plan covering any employee residing or
working outside the United States or sponsored or maintained by a foreign       
subsidiary of the Company (i) complies in all material respects with applicable 
law; and (ii) could be terminated on the Closing Date without any material      
liability to Parent, the Surviving Corporation or any subsidiary of the Company.

For purposes of this Agreement, "Company ERISA Affiliate" means any   
business or entity which is a member of the same "controlled group of           
corporations," under "common control" or an "affiliated service group" with the 
Company within the meanings of Sections 414 (b), (c) or (m) of the Code, or     
required to be aggregated with the Company under Section 414(o) of the Code, or 
is under "common control" with the Company, within the meaning of Section       
4001(a)(14) of ERISA, or any regulations promulgated or proposed under any of   
the foregoing Sections.                                                         

  5.9  Company Action. The Board of Directors of the Company (at a meeting
duly called and held) has by the unanimous vote of all directors present (a)    
determined that the Merger is advisable and fair to and in the best interests of
the Company and its stockholders, (b) approved the Merger in accordance with the
provisions of Section 251 of the DGCL, and (c) recommended the approval of this 
Agreement and the Merger by the holders of the Company Stock and directed that  
the Merger be submitted for consideration by the Company's stockholders at the  
meeting of stockholders contemplated by Section 3.6.                            

   5.10  Financial Advisors. The Company has received the opinion of Societe
Generale Securities Corporation to the effect that, as of the date hereof, the  
Exchange Ratio is fair from a financial point of view to the holders of Company 
Stock. Except for Societe Generale Securities Corporation and DLJ, no broker,   
finder or investment banker is entitled to any brokerage, finder's or other fee 
or commission in connection with the                                            

A-15

S-4
85th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 85th

Merger or the transactions contemplated by this Agreement based upon            
arrangements made by or on behalf of the Company. The Company has previously    
delivered to Parent a copy of the engagement letter executed on December 17,    
1997, between the Company and Societe Generale Securities Corporation and a copy
of the engagement letter executed on December 1, 1997 between the Company and   
DLJ. In addition to any such fee and commission arrangements, the Company has   
previously delivered to Parent a good faith estimate of all additional fees,    
costs, and expenses to be incurred by the Company and its subsidiaries in       
connection with this Agreement (but not including any estimate of legal or      
accounting fees, costs and expenses).                                           

5.11  Compliance with Applicable Laws. The Company and each of its    
subsidiaries holds all permits, licenses, variances, exemptions, orders and     
approvals of all Governmental Entities necessary or appropriate for the         
operation of its respective business, except for such permits, licenses,        
variances, exemptions, orders and approvals the failure to hold which, alone or 
in the aggregate, has not had, and would not have a Company Material Adverse    
Effect (the "Company Permits"). The Company and each of its subsidiaries is in  
compliance with the terms of the Company Permits, except for any failure to     
comply which, alone or in the aggregate, has not had, and would not have, a     
Company Material Adverse Effect. Except as disclosed in the Company SEC Reports 
filed prior to the date of this Agreement, the businesses of the Company and its
subsidiaries are not being conducted in violation of any law (including, with   
respect to the operations of the Company's foreign subsidiaries, any "social    
law" as defined below), ordinance or regulation of any Governmental Entity,     
except for possible violations which alone or in the aggregate have not had, and
would not have, a Company Material Adverse Effect. To the Company's knowledge,  
during the past five years, none of the Company's or any of its subsidiaries'   
officers, employees or agents, nor any other person acting on behalf of any of  
them or the Company or any of its subsidiaries, has, directly or indirectly,    
given or agreed to give any gift or similar benefit to any customer, supplier,  
governmental employee or other person in violation of any law, ordinance or     
regulation of any Governmental Entity, including, without limitation, the       
Foreign Corrupt Practices Act. "Social law" means any European Union, national, 
regional, state, provincial and municipal laws, regulations, ordinances and     
decisions and any collective bargaining agreements agreed on any level,         
affecting the employment of labor, including but not limited to social security,
wages, hours, discrimination, plant closing notices, working conditions, health 
and safety in the work place, works council information and consultation of the 
work force, the organization of participation by the work force, internal       
regulations, maternity and sickness leave, etc.                                 

5.12  Taxes. Except to the extent that the inaccuracy of any of the   
succeeding representations has not had, or would not have, a Company Material   
Adverse Effect: (i) all Tax Returns required to be filed by or with respect to  
the Company and each of its subsidiaries have been filed; (ii) neither the      
Company nor any of its subsidiaries has requested or been granted an extension  
of time for filing any Tax Return that has not yet been filed; (iii) the Company
and each of its subsidiaries has paid all Taxes that are due from or with       
respect to it; (iv) the Company and each of its subsidiaries has withheld and   
paid all Taxes required by all applicable laws to be withheld or paid in        
connection with any amounts paid or owing to any employee, creditor, independent
contractor or other third party; (v) there are no outstanding agreements,       
waivers, or arrangements extending the statutory period of limitation applicable
to any claim for, or the period for the collection or assessment of, Taxes due  
from or with respect to the Company or any of its subsidiaries for any taxable  
period; (vi) no audit, action, proceeding, investigation, dispute or claim by   
any court, governmental or regulatory authority, or similar person is pending   
or, to the Company's knowledge, threatened in regard to any Taxes due from or   
with respect to the Company or any of its subsidiaries or any Tax Return filed  
by or with respect to the Company or any of its subsidiaries; (vii) no claim has
been made by a taxing authority in a jurisdiction in which the Company does not 
file Tax Returns that the Company is required to file Tax Returns in such       
jurisdiction, and, to the Company's knowledge, no taxing authority could        
reasonably make such a claim; (viii) no assessment of any deficiency for Taxes  
is proposed against the Company or any of its subsidiaries or any of their      
assets; (ix) there are no liens for Taxes (other than for current Taxes not yet 
due and payable) upon the assets of the Company; (x) the Company has not been a 
member of an affiliated group as defined in Section 1504 of the Code (or any    
analogous combined, consolidated or unitary group as defined under state, local 
or foreign income tax law) other than one of which the Company was the common   
parent; (xi) the Company has no obligation or liability for the payment of Taxes
of any other person arising as a result of any obligation to indemnify another  
person or as a result of the Company assuming or succeeding to the tax          
A-16

S-4
86th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 86th

liability of any other person as a successor, transferee or otherwise; (xii) the
Company will not be required to include any amount in taxable income for any    
taxable period (or portion thereof) ending after the Effective Time as a result 
of (A) a change in method of accounting for a taxable period ending prior to the
Effective Time, (B) any "closing agreement" as described in Section 7121 of the 
Code (or any corresponding provision of state, local or foreign income tax laws)
entered into prior to the Effective Time, (C) any sale reported on the          
installment method that occurred prior to the Effective Time or (D) any prepaid 
amount received prior to the Effective Time; (xiv) all Taxes accrued but not yet
due and all contingent liabilities for Taxes are adequately reflected in the    
reserves for Taxes in the financial statements contained in the Company SEC     
Reports; and (xv) except as described in Section 5.12 of the Company Disclosure 
Schedule, there has been no "ownership change" as described in Section 382 of   
the Code that has resulted in any limitation on the Company's ability to offset 
pre-change losses against its taxable income.                                   

   5.13  Certain Agreements. Neither the Company nor any of its subsidiaries
is in default (or would be in default with notice or lapse of time, or both)    
under any indenture, note, credit agreement, loan document, lease, license,     
concession or other agreement, whether or not such default has been waived,     
which default, alone or in the aggregate with other such defaults, has had, or  
would have, a Company Material Adverse Effect.                                  

   5.14  Tax and Accounting Matters. To the Company's knowledge, the Company
has not taken any action which would prevent the Merger from constituting a     
reorganization within the meaning of Section 368(a) of the Code.                

5.15  Relationship with Customers and Suppliers. The Company has made 
available to Parent a list of (i) the ten largest customers of the Company and  
its subsidiaries taken as a whole as determined by the dollar volume of sales   
for the year ended December 31, 1996 and for the nine months ended September 30,
1997, together with such sales volumes and (ii) the ten largest suppliers of the
Company and its subsidiaries taken as a whole as determined by the dollar volume
of purchases for the year ended December 31, 1996 and for the nine months ended 
September 30, 1997, together with such purchase volumes. In the last 12 months, 
no such supplier or customer of the Company or its subsidiaries has notified the
Company or its subsidiaries that it has canceled or otherwise terminated, or, to
the Company's knowledge, threatened to cancel or otherwise terminate, its       
relationship with the Company or any of its subsidiaries, and, to the Company's 
knowledge, there has not been any material dispute with any such customer.      

     5.16  Intellectual Property. (a) The Company has made available to Parent a
list of the following (collectively, the "Company Intellectual Property"): (i)  
each trademark, trade name, brand name, service mark or other trade designation 
owned or licensed by or to the Company or any of its subsidiaries, each patent, 
copyright and similar intellectual property owned or licensed to or by the      
Company and each license, royalty, assignment or other similar agreement and    
each registration and application relating to the foregoing that is material to 
the conduct of the business of the Company and its subsidiaries taken as a      
whole; and (ii) each agreement relating to Company Intellectual Property or any 
technology, know-how or processes that the Company or its subsidiaries is       
licensed or authorized to use, or which it licenses or authorizes others to use,
that is material to the conduct of the business of the Company and its          
subsidiaries taken as a whole.                                                  

     (b) The Company and its subsidiaries own the Company Intellectual Property,
or have the right to use the same without infringing or violating the rights of 
any third parties, except where such infringement or violation has not had, or  
would not have, either alone or in the aggregate, a Company Material Adverse    
Effect. No consent of third parties will be required for the use of the Company 
Intellectual Property after the Effective Time, except where the failure to     
obtain such consent would not have, either alone or in the aggregate, a Company 
Material Adverse Effect. No claim has been asserted by any person against the   
Company or any of its subsidiaries regarding the ownership of or the right to   
use any Company Intellectual Property or challenging the rights of the Company  
or any of its subsidiaries with respect to any of the Company Intellectual      
Property which, if adversely determined, would have, either alone or in the     
aggregate, a Company Material Adverse Effect.                                   

    (c) To the Company's knowledge, no person or entity has asserted any claim
that any product, activity or operation of the Company or any of its            
subsidiaries infringes upon or involves, or has resulted in the                 
A-17

S-4
87th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 87th

infringement of, any proprietary right of such person or entity, except for such
infringement which has not had, or would not have, either alone or in the       
aggregate, a Company Material Adverse Effect; and no proceedings have been      
instituted, are pending or, to the Company's knowledge, are threatened which    
challenge the rights of the Company or any of its subsidiaries with respect     
thereto, which, if adversely determined, would have, either alone or in the     
aggregate, a Company Material Adverse Effect.                                   

5.17  Minority Interests.                                             

          (a) The Company has the right to purchase the entire minority interest
     in Plastic Containers, Inc. ("PCI"), thereby acquiring ownership of 100% of
 the outstanding capital stock of PCI, on the terms described in Section
     5.17(a) of the Company Disclosure Schedule, and such right will continue at
  least until the date specified in such Section of the Company Disclosure
  Schedule and will not be affected by the completion of the Merger or the
other transactions contemplated by this Agreement.                    

   (b) The Company has the right to purchase minority interests in
 Ferembal, S.A. ("Ferembal") to the extent and on the terms described in
 Section 5.17(b) of the Company Disclosure Schedule, and such right will
   continue at least until the date specified in such Section of the Company
Disclosure Schedule and will not be affected by the completion of the 
Merger or the other transactions contemplated by this Agreement.      

5.18  Takeover Statutes. No "fair price," "moratorium," "control share
acquisition" or other similar anti-takeover statute or regulation to which the  
Company or its subsidiaries or operations is subject (a "Takeover Statute") is  
applicable to the transactions contemplated by this Agreement or the Inducement 
Agreement.                                                                      

VI. 

REPRESENTATIONS AND WARRANTIES REGARDING SUB

   Parent and Sub jointly and severally represent and warrant to the Company
as follows:                                                                     

   6.1  Organization. Sub is a corporation duly organized, validly
    existing and in good standing under the laws of the State of Delaware. Sub
 has not engaged in any business since it was incorporated other than in
    connection with its organization and the transactions contemplated by this
Agreement.                                                            

        6.2  Capitalization. The authorized capital stock of Sub consists of
 10,000 shares of common stock, par value $.01 per share, of which 1,000
     shares are validly issued and outstanding, fully paid and nonassessable and
are owned by Parent or by a subsidiary of Parent free and clear of all
liens, claims and encumbrances.                                       

          6.3  Authority Relative to this Agreement. Sub has the corporate power
  to enter into this Agreement and to carry out its obligations hereunder.
  The execution and delivery of this Agreement and the consummation of the
    transactions contemplated hereby have been duly authorized by its Board of
   Directors and sole stockholder, and no other corporate proceedings on the
    part of Sub are necessary to authorize this Agreement and the transactions
contemplated hereby. Except as disclosed in Section 4.3 of the Parent 
  Disclosure Schedule or as required by the HSR Act, the Foreign Acts, the
  Securities Act, the Exchange Act and the corporation, securities or blue
  sky laws or regulations of the various states, no filing or registration
    with, or authorization, consent or approval of, any Governmental Entity is
 necessary for the consummation by Sub of the Merger or the transactions
contemplated by this Agreement, other than filings, registrations,    
   authorizations, consents or approvals the failure to make or obtain which
     would not prevent the consummation of the transactions contemplated hereby.

A-18

S-4
88th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 88th

VII.

CONDUCT OF BUSINESS PENDING THE MERGER

    7.1  Conduct of Business by the Company Pending the Merger. After the date
of this Agreement and prior to the Effective Time, unless Parent shall otherwise
agree in writing or except as otherwise required by this Agreement:             

        (i) the Company shall, and shall cause its subsidiaries to, carry on
  their respective businesses in the usual, regular and ordinary course in
     substantially the same manner as heretofore conducted, and shall, and shall
    cause its subsidiaries to, use their reasonable efforts to preserve intact
    their present business organizations and preserve their relationships with
   customers, suppliers and others having business dealings with them to the
    end that their goodwill and on-going businesses shall be unimpaired at the
Effective Time;                                                       

    (ii) the Company shall, and shall cause its subsidiaries to, (A)
   maintain insurance coverages and their books, accounts and records in the
usual manner consistent with past practice; (B) comply in all material
respects with all laws (including "social laws"), ordinances and      
regulations of Governmental Entities applicable to the Company and its
     subsidiaries; (C) maintain and keep their material properties and equipment
in good repair, working order and condition, ordinary wear and tear   
    excepted; and (D) perform in all material respects their obligations under
   all material contracts and commitments to which any of them is a party or
by which any of them is bound;                                        

          (iii) the Company shall not and shall not propose or agree to (A) sell
   or pledge or agree to sell or pledge any capital stock owned by it in any
of its subsidiaries or owned by any of its subsidiaries, (B) amend its
  Certificate of Incorporation or Bylaws, (C) split, combine or reclassify
    its outstanding stock or issue or authorize or propose the issuance of any
     other securities in respect of, in lieu of or in substitution for shares of
    stock of the Company, or declare, set aside, authorize or pay any dividend
   or other distribution payable in cash, stock or property, or (D) directly
 or indirectly redeem, purchase or otherwise acquire or agree to redeem,
purchase or otherwise acquire any shares of Company stock;            

(iv) the Company shall not, nor shall it permit any of its  
   subsidiaries to, (A) issue, deliver or sell or agree to issue, deliver or
    sell any additional shares of, or rights of any kind to acquire any shares
     of, its respective stock of any class, any indebtedness having the right to
vote on any matter on which the Company's stockholders may vote or any
option, rights or warrants to acquire, or securities convertible into,
exercisable for or exchangeable for, shares of stock other than (1)   
 issuances, deliveries or sales of Company Stock pursuant to obligations
     outstanding as of the date of this Agreement under the Option Plans and (2)
issuances of Company Stock to directors of the Company in lieu of cash
     directors' fees in the ordinary course of business and consistent with past
practice; (B) acquire, lease or dispose or agree to acquire, lease or 
dispose of any capital assets or any other assets other than in the   
    ordinary course of business; (C) incur additional indebtedness or encumber
    or grant a security interest in any asset or enter into any other material
     transaction other than in each case in the ordinary course of business; (D)
acquire or agree to acquire by merging or consolidating with, or by   
  purchasing a substantial equity interest in, or by any other manner, any
 business or any corporation, partnership, association or other business
    organization or division thereof; (E) incur any material transaction fees,
    costs or expenses in addition to those disclosed or referenced pursuant to
Section 5.10; or (F) enter into any contract, agreement, commitment or
arrangement with respect to any of the foregoing;                     

          (v) the Company shall not, nor shall it permit any of its subsidiaries
     to, except as required to comply with applicable law and except as provided
   in Section 8.5 hereof, enter into any new (or amend any existing) Company
Employee Benefit Plan or any new (or amend any existing) employment,  
severance or consulting agreement, grant any general increase in the  
compensation of current or former directors, officers or employees    
     (including any such increase pursuant to any bonus, pension, profit-sharing
or other plan or commitment) or grant any increase in the compensation
   payable or to become payable to any director, officer or employee, except
   in any of the foregoing cases in accordance with pre-existing contractual
provisions or in the ordinary course of business consistent with past 
practice;                                                             

A-19

S-4
89th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 89th

(vi) the Company shall not, nor shall it permit any of its  
  subsidiaries to, take or cause to be taken any action, whether before or
after the Effective Time, which would disqualify the Merger as a      
"reorganization" within the meaning of Section 368(a) of the Code; and

(vii) the Company shall not, nor shall it permit any of its 
 subsidiaries to, amend, modify, terminate, waive or permit to lapse any
    material right of first refusal, preferential right, right of first offer,
or any other material right of the Company or any of its subsidiaries,
except in the ordinary course of business.                            

  7.2  Conduct of Business by Parent Pending the Merger. After the date of
this Agreement and prior to the Effective Time, unless the Company shall        
otherwise agree in writing or except as otherwise required by this Agreement:   

         (i) Parent shall, and shall cause its subsidiaries to, carry on their
respective businesses in the usual, regular and ordinary course in    
    substantially the same manner as heretofore conducted and shall, and shall
    cause its subsidiaries to, use their reasonable efforts to preserve intact
    their present business organizations and preserve their relationships with
   customers, suppliers and others having business dealings with them to the
   end that their goodwill and ongoing businesses shall be unimpaired at the
Effective Time;                                                       

        (ii) Parent shall, and shall cause its subsidiaries to, (A) maintain
insurance coverages and their books, accounts and records in the usual
   manner consistent with past practice; (B) comply in all material respects
with all laws, ordinances and regulations of Governmental Entities    
applicable to Parent and its subsidiaries; (C) maintain and keep their
material properties and equipment in good repair, working order and   
     condition, ordinary wear and tear expected; and (D) perform in all material
    respects their obligations under all material contracts and commitments to
which any of them is a party or by which any of them is bound;        

       (iii) Parent shall not and shall not agree to combine or reclassify
 the Parent Common Stock or issue or authorize the issuance of any other
     securities in lieu of or in substitution for shares of Parent Common Stock,
    or declare, set aside, authorize or pay any dividend or other distribution
   in respect of the Parent Common Stock payable in cash, stock or property,
    except (in each case) for a stock split effected as a stock dividend, as a
     result of which the Exchange Ratio would be appropriately adjusted pursuant
to Section 3.1(c);                                                    

        (iv) except in connection with any Permitted Acquisition, acquire or
agree to acquire by merging or consolidating with, or by purchasing a 
     substantial equity interest in, or by any other manner, any business or any
 corporation, partnership, association or other business organization or
division thereof; and                                                 

         (v) Parent shall use its best efforts to not, nor shall it permit any
of its subsidiaries to, take or cause to be taken any action, whether 
    before or after the Effective Time, which would disqualify the Merger as a
"reorganization" within the meaning of Section 368(a) of the Code.    

  7.3  Conduct of Business of Sub. During the period from the date of this
Agreement to the Effective Time, Sub shall not engage in any activities of any  
nature except as provided in or contemplated by this Agreement.                 

VIII. 

ADDITIONAL AGREEMENTS 

8.1  Access and Information. Each of the Company and Parent and their 
respective subsidiaries shall afford to the other and to the other's            
accountants, counsel and other representatives reasonable access during normal  
business hours (and at such other times as the parties may mutually agree)      
throughout the period prior to the Effective Time to all of its properties,     
books, contracts, commitments, records and personnel, subject to existing       
confidentiality obligations, and, during such period, each shall furnish        
promptly to the other (i) a copy of each report, schedule and other document    
filed or received by it pursuant to the requirements of federal or state        
securities laws and (ii) all other information concerning its business,         
properties and personnel                                                        

A-20

S-4
90th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 90th

as the other may reasonably request. Each of the Company and Parent shall hold, 
and shall cause their and their respective subsidiaries, respective employees,  
agents and representatives to hold, in confidence all such information in       
accordance with the terms of the Non-Disclosure Agreement dated as of November  
20, 1997 between Parent and the Company (the "Non-Disclosure Agreement").       

   8.2  Registration Statement/Proxy Statement. Parent and the Company shall
cooperate and promptly prepare, and Parent shall file with the Commission as    
soon as practicable, a Registration Statement on Form S-4 (the "Form S-4") under
the Securities Act, with respect to the Parent Common Stock issuable in the     
Merger, portions of which Registration Statement shall also serve as the proxy  
statement of the Company with respect to the meeting of stockholders of the     
Company contemplated by Section 3.6 (the "Proxy Statement/Prospectus"). The     
respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to
comply as to form in all material respects with the applicable provisions of the
Securities Act, the Exchange Act and the rules and regulations thereunder.      
Parent shall use all reasonable efforts, and the Company will cooperate with    
Parent, to have the Form S-4 declared effective by the Commission as promptly as
practicable after the filing thereof (including without limitation, responding  
to any comments received from the Commission with respect thereto) and to keep  
the Form S-4 effective as long as is necessary to consummate the Merger. Each of
Parent and the Company shall, as promptly as practicable, provide to the other  
copies of any written comments received from the Commission with respect to the 
Proxy Statement/Prospectus or the Form S-4 and advise the other of any oral     
comments with respect to the Proxy Statement/Prospectus or the Form S-4 received
from the Commission. Parent shall use its best efforts to obtain, prior to the  
effective date of the Form S-4, all necessary state securities law or "Blue Sky"
permits or approvals required to carry out the transactions contemplated by the 
Merger Agreement and will pay all expenses incident thereto. Parent agrees that 
none of the information supplied or to be supplied by Parent for inclusion or   
incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus (i)
in the case of the Proxy Statement/Prospectus and each amendment or supplement  
thereto, at the time of mailing thereof and at the time of the meeting of       
stockholders of the Company contemplated by Section 3.6, or (ii) in the case of 
the Form S-4 and each amendment or supplement thereto, at the time it is filed  
or becomes effective, will contain an untrue statement of a material fact or    
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were     
made, not misleading. The Company agrees that none of the information supplied  
or to be supplied by the Company for inclusion or incorporation by reference in 
the Form S-4 or the Proxy Statement/Prospectus (i) in the case of the Proxy     
Statement/Prospectus and each amendment or supplement thereto, at the time of   
mailing thereof and at the time of the meeting of stockholders of the Company   
contemplated by Section 3.6, or, (ii) in the case of the Form S-4 or any        
amendment or supplement thereto, at the time it is filed or becomes effective,  
will contain an untrue statement of a material fact or omit to state a material 
fact required to be stated therein or necessary to make the statements therein, 
in light of the circumstances under which they were made, not misleading. For   
purposes of the foregoing, it is understood and agreed that information         
concerning or related to Parent will be deemed to have been supplied by Parent  
and information concerning or related to the Company shall be deemed to have    
been supplied by the Company. No amendment or supplement to the Proxy           
Statement/Prospectus will be made by Parent or the Company without the approval 
of the other party. Parent will advise the Company, promptly after it receives  
notice thereof, of the time when the Form S-4 has become effective or any       
supplement or amendment has been filed, the issuance of any stop order, or the  
suspension of the qualification of Parent Common Stock issuable in connection   
with the Merger for offering or sale in any jurisdiction.                       

8.3  Compliance with the Securities Act. At least 30 days prior to the
Effective Time, the Company shall deliver to Parent a list of names and         
addresses of those persons who were, in the Company's reasonable judgment, at   
the record date for the Company's special meeting of stockholders, "affiliates" 
(each such person, an "Affiliate") of the Company within the meaning of Rule 145
of the rules and regulations promulgated under the Securities Act. The Company  
shall use all reasonable efforts to deliver or cause to be delivered to Parent, 
prior to the Effective Time, from each of the Affiliates of the Company         
identified in the foregoing list, an Affiliate Letter in the form attached      
hereto as Exhibit B (an "Affiliate Letter"). Parent shall be entitled to place  
legends as specified in such Affiliate Letters on the certificates evidencing   
any Parent Common Stock to be received by such Affiliates pursuant to the terms 
of the Agreement, and to issue                                                  
A-21

S-4
91st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 91st

appropriate stop transfer instructions to the transfer agent for the Parent     
Common Stock, consistent with the terms of such Affiliate Letters.              

   8.4  Stock Exchange Listing. Parent shall use its best efforts to list on
the NYSE, upon official notice of issuance, the Parent Common Stock to be issued
pursuant to the Merger.                                                         

8.5  Employee Matters. As of the Effective Time, the employees of the 
Company and each subsidiary shall continue employment with the Surviving        
Corporation and the subsidiaries, respectively, in the same positions and at the
same level of wages and/or salary and without having incurred a termination of  
employment or separation from service; provided, however, except as may be      
specifically required by applicable law or any contract, the Surviving          
Corporation and the subsidiaries shall not be obligated to continue any         
employment relationship with any employee for any specific period of time.      
Except with respect to the Option Plans to be assumed by the Parent as provided 
by Section 3.5(a) hereto, as of the Effective Time, the Surviving Corporation   
shall be the sponsor of the Company Employee Benefit Plans sponsored by the     
Company immediately prior to the Effective Time, and Parent shall cause the     
Surviving Corporation and the subsidiaries to satisfy all existing obligations  
and liabilities under such Company Employee Benefit Plans; provided, however,   
that, except as hereafter provided in this Section 8.5 or in the Company        
Disclosure Schedule, nothing contained in this Agreement shall limit or restrict
the Surviving Corporation's right on or after the Effective Time to amend,      
modify or terminate any of the Company Employee Benefit Plans. To the extent any
employee benefit plan, program or policy of Parent, the Surviving Corporation,  
or their affiliates is made available to any person who is an employee of the   
Company or any of its subsidiaries immediately prior to the Effective Time: (i) 
continuous service with the Company and the subsidiaries by any employee prior  
to the Effective Time shall be credited for eligibility and vesting purposes and
for purposes of qualifying for any additional benefits tied to periods of       
service (such as higher rates of matching contributions and eligibility for     
early retirement) under such plan, program or policy, but not for benefit       
accrual purposes (except for disability, vacation and severance plans and any   
Company Employee Benefit Plans, with respect to which service with the Company  
and the subsidiaries shall be credited for benefit accrual purposes); and (ii)  
with respect to any welfare benefit plans to which such employees may become    
eligible, Parent shall cause such plans to provide credit for any co-payments or
deductibles by such employees during the current plan year of the Surviving     
Corporation and waive all pre-existing condition exclusions and waiting periods,
other than limitations or waiting periods that have not been satisfied under any
welfare plans maintained by the Company and the subsidiaries for their employees
prior to the Effective Time.                                                    

    8.6  Indemnification. (a) From and after the Effective Date, the Surviving
Corporation and Parent shall indemnify, defend and hold harmless the officers,  
directors and employees of the Company and its subsidiaries who were such at any
time prior to the Effective Time (the "Indemnified Parties") from and against   
all losses, expenses, claims, damages or liabilities arising out of the         
transactions contemplated by this Agreement to the fullest extent permitted or  
required under applicable law, and the Indemnified Parties shall be advanced    
expenses subject to a customary reimbursement agreement. All rights to          
indemnification existing in favor of the directors, officers or employees of the
Company as provided in the Company's Certificate of Incorporation or Bylaws, as 
in effect as of the date hereof, with respect to matters occurring through the  
Effective Time, shall survive the Merger and shall continue in full force and   
effect thereafter. The Surviving Corporation shall maintain in effect for not   
less than three years after the Effective Time the current policies of          
directors' and officers' liability insurance maintained by the Company with     
respect to matters occurring on or prior to the Effective Time; provided,       
however, that the Surviving Corporation or Parent may substitute therefor       
policies of at least the same coverage (with carriers comparable to the         
Company's existing carriers) containing terms and conditions which are not      
materially less advantageous to the Indemnified Parties; and provided, further, 
that the Surviving Corporation (or Parent, if it shall substitute policies)     
shall not be required in order to maintain or procure such coverage to pay an   
annual premium in excess of 200% of the current annual premium paid by the      
Company for its existing coverage (the "Cap"); and provided, further, that if   
equivalent coverage cannot be obtained, or can be obtained only by paying an    
annual premium in excess of the Cap, the Surviving Corporation shall only be    
required to obtain as much coverage as can be obtained by paying an annual      
premium equal to the Cap.                                                       

A-22

S-4
92nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 92nd

(b) In the event that any action, suit, proceeding or investigation   
relating hereto or to the transactions contemplated by this Agreement is        
commenced, whether before or after the Effective Time, the parties hereto agree 
to cooperate and use their respective reasonable efforts to vigorously defend   
against and respond to the same.                                                

    8.7  HSR Act and Foreign Acts. The Company and Parent shall use their best
efforts to file as soon as practicable notifications under the HSR Act and the  
Foreign Acts in connection with the Merger and the transactions contemplated    
hereby, and to respond as promptly as practicable to any inquiries received from
the Federal Trade Commission (the "FTC") and the Antitrust Division of the      
Department of Justice (the "Antitrust Division") or any other applicable        
Governmental Entities for additional information or documentation.              
Notwithstanding the foregoing or any other provision of this Agreement, Parent  
shall have no obligation to comply with any request or requirement imposed by   
the FTC, the DOJ or any such other Governmental Entity in connection with the   
HSR Act or any Foreign Act, including without limitation any request or         
requirement (i) to disclose confidential information about Parent or its        
affiliates; (ii) to dispose of any assets or operations of Parent or its        
affiliates; or (iii) to comply with any restriction on the manner in which      
Parent or its affiliates conduct their operations.                              

    8.8  Additional Agreements. (a) Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all commercially reasonable  
efforts to take, or cause to be taken, all actions and to do, or cause to be    
done, all things necessary, proper or advisable under applicable laws and       
regulations to consummate and make effective the transactions contemplated by   
this Agreement, including using all commercially reasonable efforts to obtain   
all necessary waivers, consents and approvals, to effect all necessary          
registrations and filings and to lift any injunction to the Merger (and, in such
case, to proceed with the Merger as expeditiously as possible).                 

(b) In case at any time after the Effective Time any further action is
necessary or desirable to carry out the purposes of this Agreement, the proper  
officers and/or directors of Parent, the Company and the Surviving Corporation  
shall take all such necessary action.                                           

(c) Following the Effective Time, Parent shall file all Tax Returns of
Parent and the Company on the basis that the Merger qualifies as a              
"reorganization" within the meaning of Section 368(a)(1)(A) and Section         
368(a)(2)(E) of the Code and shall take no action which is inconsistent with or 
contrary to such classification of the Merger for Tax purposes.                 

 8.9  No Shop. (a) The Company agrees (i) that neither it nor any of its
subsidiaries shall, and each of them shall direct and use their best efforts to 
cause their officers, directors, employees, agents and representatives          
(including, without limitation, any investment banker, attorney or accountant   
retained by it or any of its subsidiaries) not to, initiate, solicit or         
encourage, directly or indirectly, any inquiries or the making or implementation
of any proposal or offer (including, without limitation, any proposal or offer  
to its stockholders) with respect to a merger, acquisition, consolidation or    
similar transaction involving, or any purchase of all or any significant portion
of the assets or any equity securities of, the Company or any of its            
subsidiaries (any such proposal or offer being hereinafter referred to as an    
"Alternative Proposal"), or engage in any negotiations concerning, or provide   
any confidential information or data to, or have any discussions with, any      
person relating to an Alternative Proposal, or release any third party from any 
obligations under any existing standstill agreement or arrangement, or enter    
into any agreement with respect to an Alternative Proposal; (ii) that it will   
immediately cease and cause to be terminated any existing activities,           
discussions or negotiations with any parties conducted heretofore with respect  
to any of the foregoing; and (iii) that it will notify Parent with reasonable   
promptness if any such inquiries or proposals are received by, any such         
information is requested from, or any such negotiations or discussions are      
sought to be initiated or continued with, the Company or any of its subsidiaries
and disclose to Parent the material substance thereof.                          

(b) Notwithstanding the foregoing, if the Company receives a written  
proposal, which the Board of Directors of the Company, in the exercise of its   
reasonable judgment, believes is likely to result in an Alternative Proposal,   
and such written proposal was not solicited by the Company and did not result   
from a breach of this Section 8.9 (an "Unsolicited Proposal"), the Company may  
directly or indirectly furnish information and access to, and may participate in
discussions and negotiate with, the person or entity that has                   
A-23

S-4
93rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 93rd

submitted such Unsolicited Proposal, but only if (i) the Board of Directors of  
the Company reasonably concludes that (A) all holders of Company Stock would    
receive Superior Consideration (as defined below) if the Alternative Proposal is
accepted and consummated, and (B) the proposed acquiror has the legal ability   
(including, without limitation, under antitrust laws) to complete such          
acquisition on a timely basis, and (C) such Alternative Proposal is not subject 
to a financing contingency, and (ii) the Board of Directors of the Company,     
following consultation with and considering the advice of its independent legal 
counsel relating thereto, determines in its good faith judgment that failing to 
take such action would constitute a breach of such Board of Directors' fiduciary
duties to the Company's stockholders imposed by law. For purposes of this       
Agreement, "Superior Consideration" means consideration consisting of cash      
and/or securities for all the shares of Company Stock then outstanding or for   
all or substantially all the assets of the Company that the Company's Board of  
Directors determines in its good faith judgment (having received the advice of a
financial advisor of nationally recognized reputation) to be more favorable to  
holders of the Company Stock than the Merger.                                   

     (c) Neither the Board of Directors of the Company nor any committee thereof
shall (i) withdraw or modify, or propose to withdraw or modify, in a manner     
adverse to Parent, the approval or recommendation by such Board of Directors of 
this Agreement or the Merger or (ii) approve or recommend, or propose to approve
or recommend, any Alternative Proposal, unless (A) as a result of actions taken 
in compliance with Section 8.9(b), the Company has received an Unsolicited      
Proposal concerning an Alternative Proposal that meets the requirements set     
forth in clauses (A), (B) and (C) of the preceding paragraph, and (B) the Board 
of Directors of the Company, following consultation with and considering the    
advice of its independent legal counsel relating thereto, determines in its good
faith judgment that failing to take such action would constitute a breach of    
such Board of Directors' fiduciary duties to the Company's stockholders imposed 
by law, and (C) the Company has given Parent two business days' prior notice of 
such action specifying the material terms of such Unsolicited Proposal.         

     (d) Nothing herein shall prevent the Board of Directors of the Company from
taking, and disclosing to its stockholders, a position contemplated by Rule     
14e-2(a) promulgated under the Exchange Act, provided that the Board of         
Directors of the Company shall not recommend that the stockholders of the       
Company tender their shares in connection with any such tender offer unless such
recommendation is permitted by Section 8.09(c).                                 

     8.10  Advice of Changes; SEC Filings. The Company shall confer on a regular
basis with Parent on operational matters. Parent and the Company shall promptly 
advise each other orally and in writing of any change or event that has had, or 
could have, a Company Material Adverse Effect or a Parent Material Adverse      
Effect, as the case may be. The Company and Parent shall promptly provide each  
other (or their respective counsel) copies of all filings made by such party    
with the SEC or any other Governmental Entity in connection with this Agreement 
and the transactions contemplated hereby other than any filing by the Company   
pursuant to the HSR Act or any Foreign Act.                                     

8.11  Takeover Statutes. If any Takeover Statute is or may become     
applicable to the transactions contemplated hereby or by the Inducement         
Agreement, the Company's Board of Directors will grant such approvals and take  
such actions as are necessary so that the transactions contemplated hereby and  
thereby may be consummated as promptly as practicable on the terms contemplated 
hereby and thereby and otherwise act to eliminate the effects of any Takeover   
Statute on any of such transactions.                                            

IX. 

CONDITIONS PRECEDENT

9.1  Conditions to Each Party's Obligation to Effect the Merger. The  
respective obligations of each party to effect the Merger shall be subject to   
the fulfillment at or prior to the Effective Time of the following conditions:  

          (a) This Agreement and the transactions contemplated hereby shall have
been approved and adopted by the requisite vote of the holders of the 
Company Stock, as provided in Section 3.6.                            
A-24

S-4
94th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 94th

       (b) The waiting period and any other requirements applicable to the
 consummation of the Merger under the HSR Act and the Foreign Acts shall
have expired or been terminated.                                      

       (c) The Form S-4 shall have become effective in accordance with the
provisions of the Securities Act. No stop order suspending the        
    effectiveness of the Form S-4 shall have been issued by the Commission and
  remain in effect and all necessary approvals under state securities laws
relating to the issuance of the Parent Common Stock to be issued to   
   stockholders of the Company in connection with the Merger shall have been
obtained.                                                             

    (d) No preliminary or permanent injunction or other order by any
     federal or state court in the United States of competent jurisdiction which
   prevents the consummation of the Merger shall have been issued and remain
   in effect (each party agreeing to use all commercially reasonable efforts
to have any such injunction lifted).                                  

       (e) The Parent Common Stock to be issued to Company stockholders in
connection with the Merger shall have been approved for listing on the
NYSE, subject only to official notice of issuance.                    

9.2  Conditions to Obligation of the Company to Effect the Merger. The
obligation of the Company to effect the Merger shall be subject to the          
fulfillment at or prior to the Effective Time of the additional following       
conditions, unless waived by the Company:                                       

          (a) Parent and Sub shall have performed in all material respects their
     agreements contained in this Agreement required to be performed on or prior
     to the Effective Time, and the representations and warranties of Parent and
    Sub contained in this Agreement shall be true and correct when made and on
   and as of the Effective Time as if made on and as of such date (except to
the extent they relate to a particular date), except (i) as expressly 
contemplated or permitted by this Agreement and (ii) with respect to  
    representations and warranties of Parent and Sub that are not subject to a
    Parent Material Adverse Effect qualification, where the failure to be true
   and correct has not, and would not have, either alone or in the aggregate
     with all such failures, a Parent Material Adverse Effect. The Company shall
     have received a certificate of the President and Chief Executive Officer or
a Vice President of each of Parent and Sub to that effect.            

       (b) The Company shall have received an opinion substantially in the
form attached hereto as Exhibit C-1, dated the date of Closing, from  
Carter, Ledyard & Milburn, based upon certificates from the Company   
  substantially in the form attached hereto as Exhibit D-1 and from Parent
  substantially in the form attached hereto as Exhibit E-1 (and such other
assumptions, certificates, and certifications as are customary or     
reasonably necessary in connection therewith), to the effect that the 
Merger will qualify as a reorganization within the meaning of Section 
     368(a) of the Code. In rendering such opinion, such counsel may receive and
     rely upon representations of fact contained in certificates as specified in
the preceding sentence.                                               

    9.3  Conditions to Obligations of Parent and Sub to Effect the Merger. The
obligations of Parent and Sub to effect the Merger shall be subject to the      
fulfillment at or prior to the Effective Time of the additional following       
conditions, unless waived by Parent:                                            

     (a) The Company shall have performed in all material respects its
     agreements contained in this Agreement required to be performed on or prior
to the Effective Time, and the representations and warranties of the  
    Company contained in this Agreement shall be true in all material respects
    when made and on and as of the Effective Time as if made on and as of such
     date (except to the extent they relate to a particular date), except (i) as
     expressly contemplated or permitted by this Agreement and (ii) with respect
    to representations and warranties of the Company that are not subject to a
     Company Material Adverse Effect qualification, where the failure to be true
   and correct has not, and would not have, either alone or in the aggregate
   with all such failures, a Company Material Adverse Effect. Parent and Sub
shall have received a certificate of the President and Chief Executive
Officer or a Vice President of the Company to that effect.            

A-25

S-4
95th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 95th

       (b) Parent shall have received an opinion substantially in the form
  attached hereto as Exhibit C-2, dated the date of Closing, from Hughes &
     Luce, L.L.P., based upon certificates from the Company substantially in the
  form attached hereto as Exhibit D-2 and from Parent substantially in the
form attached hereto as Exhibit E-2 (and such other assumptions,      
   certificates, and certifications as are customary or reasonably necessary
   in connection therewith), to the effect that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Code. In   
rendering such opinion, such counsel may receive and rely upon        
representations of fact contained in certificates as specified in the 
preceding sentence.                                                   

X.

TERMINATION, AMENDMENT AND WAIVER 

    10.1  Termination by Mutual Consent.  This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, before or  
after approval by the stockholders of the Company, by the mutual consent of     
Parent and the Company.                                                         

  10.2  Termination by Either Parent or the Company. This Agreement may be
terminated and the Merger may be abandoned by action of the Board of Directors  
of either Parent or the Company if (a) the Merger shall not have been           
consummated by June 30, 1998, or (b) the approval of the Company's stockholders 
required by Section 3.6 shall not have been obtained at a meeting duly convened 
therefor or at any adjournment or postponement thereof, or (c) a court of       
competent jurisdiction or a Governmental Entity with authority over such matters
shall have issued an order, decree or ruling or taken any other action          
permanently restraining, enjoining or otherwise prohibiting the transactions    
contemplated by this Agreement and such order, decree, ruling or other action   
shall have become final and non-appealable; provided, that the party seeking to 
terminate this Agreement pursuant to clause (c) above shall have used all       
commercially reasonable efforts to remove such injunction, order or decree; and 
provided, in the case of a termination pursuant to clause (a) above, that the   
terminating party shall not have breached in any material respect its           
obligations under this Agreement in any manner that shall have proximately      
contributed to the failure to consummate the Merger.                            

  10.3  Other Termination Rights. (a) This Agreement may be terminated and
the Merger may be abandoned at any time prior to the Effective Time, by action  
of the Board of Directors of Parent, if the Board of Directors of the Company   
shall have withdrawn or modified in a manner adverse to Parent its approval or  
recommendation of this Agreement or the Merger or shall have recommended an     
Alternative Proposal to the Company's stockholders.                             

     (b) This Agreement may be terminated and the Merger may be abandoned at any
time prior to the Effective Time, by action of the Board of Directors of the    
Company, if, in compliance with Section 8.9(c), the Board of Directors of the   
Company shall have withdrawn or modified in a manner adverse to Parent its      
approval or recommendation of this Agreement or the Merger or shall have        
recommended an Alternative Proposal to the Company's stockholders.              

     (c) This Agreement may be terminated and the Merger may be abandoned by the
Company if the weighted average price of all transactions in Parent Common Stock
on the New York Stock Exchange, as reported on the Bloomberg Financial Markets  
System (or an equivalent system), for the three trading days immediately prior  
to the Closing Date is less than $45 per share (as adjusted pursuant to Section 
3.1(c), if applicable).                                                         

 (d) This Agreement may be terminated and the Merger may be abandoned by
Parent at any time between April 29, 1998 and May 20, 1998, unless (i) the      
Company's right to purchase the minority interests in Ferembal, on the terms    
described in Schedule 5.17(b) of the Company Disclosure Schedule, has been      
extended until at least June 30, 1998 or (ii) the Company has purchased the     
minority interests in Ferembal on such terms.                                   

A-26

S-4
96th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 96th

10.4  Effect of Termination and Abandonment. (a) In the event that (i)
Parent shall have terminated this Agreement pursuant to Section 10.3(a) or (ii) 
the Company shall have terminated this Agreement pursuant to Section 10.3(b),   
then, in either such case, the Company shall, concurrently with such            
termination, pay Parent a fee of $7,000,000 (a "Termination Fee"), which amount 
shall be payable by wire transfer of same day funds, and shall promptly         
reimburse Parent for all substantiated out-of-pocket costs and expenses incurred
by Parent in connection with this Agreement and the transactions contemplated   
hereby, including, without limitation, costs and expenses of accountants,       
attorneys and financial advisors (collectively, "Expenses"), up to an aggregate 
of $2,000,000. The Company acknowledges that the agreements contained in this   
Section 10.4(a) are an integral part of the transactions contemplated in this   
Agreement, and that, without these agreements, Parent and Sub would not enter   
into this Agreement; accordingly, if the Company fails to promptly pay the      
amount due pursuant to this Section 10.4(a), and, in order to obtain such       
payment, Parent or Sub commences a suit which results in a judgment against the 
Company for the fee and expenses set forth in this Section 10.4(a), the Company 
shall pay to Parent its costs and expenses (including attorneys' fees) in       
connection with such suit.                                                      

  (b) In the event of termination of this Agreement and the abandonment of
the Merger pursuant to this Article X, all obligations of the parties hereto    
shall terminate, except the obligations of the parties pursuant to this Section 
10.4 and Section 11.3 and except for the provisions of Sections 11.5, 11.6,     
11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13 and 11.14. Moreover, in the event  
of termination of this Agreement pursuant to Section 10.2, nothing herein shall 
prejudice the ability of the non-breaching party from seeking damages from any  
other party for any breach of this Agreement, including without limitation,     
attorneys' fees and the right to pursue any remedy at law or in equity.         

XI. 

MISCELLANEOUS 

11.1  Non-Survival of Representations, Warranties and Agreements. All 
representations and warranties set forth in this Agreement shall terminate at   
the Effective Time. All covenants and agreements set forth in this Agreement    
shall survive in accordance with their terms.                                   

 11.2  Notices. All notices or other communications under this Agreement
shall be in writing and shall be given by delivery (and shall be deemed to have 
been duly given upon delivery) in person, by cable, telegram, telex or other    
standard form of telecommunications, or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:                        

If to the Company:                                                    

Continental Can Company, Inc.                                   
301 Merritt 7 Corporate Park                                    
P.O. Box 5410                                                   
Norwalk, CT 06865                                               
Attention: Donald J. Bainton                                    
Telecopy No. (203) 750-5908                                     

With a copy to:                                                       

Carter, Ledyard & Milburn                                       
2 Wall Street                                                   
New York, NY 10005                                              
Attention: Vincent Monte-Sano, Esq.                             
Telecopy No. (212) 732-3232                                     

A-27

S-4
97th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 97th

If to Parent or Sub:                                                  

Suiza Foods Corporation                                         
3811 Turtle Creek Boulevard                                     
Suite 1300                                                      
Dallas, Texas 75219                                             
Attention: Gregg L. Engles                                      
Telecopy No.: (214) 528-9929                                    

With a copy to:                                                       

Hughes & Luce, L.L.P.                                           
1717 Main Street, Suite 2800                                    
Dallas, Texas 75201                                             
Attention: William A. McCormack, Esq.                           
Telecopy No.: (214) 939-6100                                    

or to such other address as any party may have furnished to the other parties in
writing in accordance with this Section.                                        

   11.3  Fees and Expenses. Whether or not the Merger is consummated, except
as provided in Section 10.4, all costs and expenses incurred in connection with 
this Agreement and the transactions contemplated by this Agreement shall be paid
by the party incurring such expenses, whether or not the Merger is consummated; 
provided, however, that the allocable share of Parent and Sub on the one hand   
and the Company on the other hand for all expenses related to printing, filing  
and mailing the Form S-4 and the Proxy Statement/Prospectus and all Commission  
and other regulatory filing fees (including those related to the HSR Act and the
Foreign Acts) incurred in connection with the Form S-4 and the Proxy            
Statement/Prospectus shall be one-half each.                                    

  11.4  Publicity. So long as this Agreement is in effect, Parent, Sub and
the Company agree to consult with each other in issuing any press release or    
otherwise making any public statement with respect to the transactions          
contemplated by this Agreement, and none of them shall issue any press release  
or make any public statement prior to such consultation, except as may be       
required by law or by obligations pursuant to any listing agreement with the    
NYSE.                                                                           

11.5  Specific Performance. The parties hereto agree that irreparable 
damage would occur in the event that any of the provisions of this Agreement    
were not performed in accordance with their specific terms or were otherwise    
breached. It is accordingly agreed that the parties shall be entitled to an     
injunction or injunctions to prevent breaches of this Agreement and to enforce  
specifically the terms and provisions hereof in any court of the United States  
or any state having jurisdiction, this being in addition to any other remedy to 
which they are entitled at law or in equity.                                    

 11.6  Assignment; Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the      
parties hereto (whether by operation of law or otherwise) without the prior     
written consent of the other parties. Subject to the preceding sentence, this   
Agreement shall be binding upon and shall inure to the benefit of the parties   
hereto and their respective successors and assigns. Notwithstanding anything    
contained in this Agreement to the contrary, nothing in this Agreement,         
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and assigns any rights, remedies,         
obligations or liabilities under or by reason of this Agreement; provided that  
the third parties referenced in Sections 8.5 and 8.6 shall be third-party       
beneficiaries of Parent's agreement contained in such Sections.                 

11.7  Entire Agreement. This Agreement, the Exhibits, the Company     
Disclosure Schedule, the Parent Disclosure Schedule, the Non-Disclosure         
Agreement and any documents delivered by the parties in connection herewith and 
therewith constitute the entire agreement among the parties with respect to the 
subject matter hereof and supersede all prior agreements and understandings     
among the parties with respect                                                  

A-28

S-4
98th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 98th

thereto. No addition to or modification of any provision of this Agreement shall
be binding upon any party hereto unless made in writing and signed by all       
parties hereto.                                                                 

  11.8  Amendment. This Agreement may be amended by the parties hereto, by
action taken by their respective Boards of Directors, at any time before or     
after approval of matters presented in connection with the Mergers by the       
stockholders of the Company and Parent, but after any such stockholder approval,
no amendment shall be made which by law requires the further approval of        
stockholders without obtaining such further approval. This Agreement may not be 
amended except by an instrument in writing signed on behalf of each of the      
parties hereto.                                                                 

   11.9  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its rules  
of conflict of laws.                                                            

   11.10  Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be 
an original, but all such counterparts shall together constitute one and the    
same instrument. Each counterpart may consist of a number of copies hereof each 
signed by less than all, but together signed by all of the parties hereto.      

11.11  Headings and Table of Contents. Headings of the Articles and   
Sections of this Agreement and the Table of Contents are for the convenience of 
the parties only, and shall be given no substantive or interpretive effect      
whatsoever.                                                                     

11.12  Interpretation. In this Agreement, unless the context otherwise
requires, words describing the singular number shall include the plural and vice
versa, and words denoting any gender shall include all genders and words        
denoting natural persons shall include corporations and partnerships and vice   
versa.                                                                          

11.13  Waivers. At any time prior to the Effective Time, the parties  
hereto, by or pursuant to action taken by their respective Boards of Directors, 
may (i) extend the time for the performance of any of the obligations or other  
acts of the other parties hereto, (ii) waive any inaccuracies in the            
representations and warranties contained herein or in any documents delivered   
pursuant hereto and (iii) waive compliance with any of the agreements or        
conditions contained herein. Any agreement on the part of a party hereto to any 
such extension or waiver shall be valid if set forth in an instrument in writing
signed on behalf of such party. Except as provided in this Agreement, no action 
taken pursuant to this Agreement, including, without limitation, any            
investigation by or on behalf of any party, shall be deemed to constitute a     
waiver by the party taking such action of compliance with any representations,  
warranties, covenants or agreements contained in this Agreement. The waiver by  
any party hereto of a breach of any provision hereunder shall not operate or be 
construed as a waiver of any prior or subsequent breach of the same or any other
provision hereunder.                                                            

11.14  Severability. Any term or provision of this Agreement which is 
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be 
ineffective to the extent of such invalidity or unenforceability without        
rendering invalid or unenforceable the remaining terms and provisions of this   
Agreement or affecting the validity or enforceability of any of the terms or    
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.                                          

    11.15  Subsidiaries. As used in this Agreement, the word "subsidiary" when
used with respect to any party means any corporation or other organization,     
whether incorporated or unincorporated, of which such party directly or         
indirectly owns or controls at least a majority of the securities or other      
interests having by their terms ordinary voting power to elect a majority of the
board of directors or others performing similar functions with respect to such  
corporation or other organization, or any organization of which such party is a 
general partner.                                                                

[Remainder of page intentionally left blank]

A-29

S-4
99th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 99th

    IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement
to be signed by their respective officers thereunder duly authorized all as of  
the date first written above.                                                   

                               SUIZA FOODS CORPORATION

                                   By:     /s/ GREGG L. ENGLES
                                              ----------------------------------
                                              Gregg L. Engles,
                                             Chairman of the Board and
                                             Chief Executive Officer

                                  CC ACQUISITION CORPORATION

                                   By:     /s/ GREGG L. ENGLES
                                              ----------------------------------
                                              Gregg L. Engles,
                                             Chairman of the Board and
                                             Chief Executive Officer

                                     CONTINENTAL CAN COMPANY, INC.

                                    By:    /s/ DONALD J. BAINTON
                                              ----------------------------------
                                              Donald J. Bainton,
                                             Chairman of the Board
                                             and Chief Executive Officer

A-30

S-4
100th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 100th

                                                        [Enlarge/Download Table]
                                                                                       
                                   PARENT DISCLOSURE SCHEDULE                          

Section 4.2.................................................  Capitalization           
Section 4.3.................................................  Subsidiaries             
Section 4.4.................................................  Authority                
Section 4.6.................................................  Certain Changes or Events
Section 4.8.................................................  Employee Benefit Plans   

                                  COMPANY DISCLOSURE SCHEDULE                          

Section 5.2.................................................  Capitalization           
Section 5.3.................................................  Subsidiaries             
Section 5.4.................................................  Authority                
Section 5.6.................................................  Certain Changes or Events
Section 5.8.................................................  Employee Benefit Plans   
Section 5.12................................................  Taxes                    
Section 5.17................................................  Minority Interests       

A-31

S-4
101st Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 101st

[SOCIETE GENERALE LETTERHEAD] 

                                                                      APPENDIX B

January 14, 1998                                                                

Board of Directors                                                              
Continental Can Company, Inc.                                                   
301 Merritt 7 Corporate Park                                                    
Norwalk, Connecticut 06856                                                      

Gentlemen:                                                                      

     Continental Can Company, Inc. (the "Company"), Suiza Foods Corporation (the
"Acquiror") and a wholly owned subsidiary of Acquiror (the "Sub") propose to    
enter into an Agreement and Plan of Merger (the "Agreement") which provides,    
among other things, for a merger (the "Merger") of Sub with and into the Company
pursuant to which the Company will become a wholly owned subsidiary of the      
Acquiror and each outstanding share of common stock, par value $.25 per share   
(the "Company Shares"), of the Company will be converted into the right to      
receive 0.629 shares (the "Exchange Ratio") of the common stock of the Acquiror,
par value $.01 per share (the "Acquiror Shares"). You have asked us to render   
our opinion as to the fairness of the Exchange Ratio pursuant to the Agreement  
from a financial point of view to the holders of the Company Shares other than  
the Acquiror and its affiliates.                                                

     In arriving at our opinion, we have (i) reviewed certain publicly available
business and financial information relating to the Company and the Acquiror,    
(ii) reviewed certain financial and other information, including financial      
forecasts and analyses, of the Company, the Acquiror and certain subsidiaries of
the Company prepared, or reviewed and confirmed, by their respective            
managements, (the "Financial Forecasts"); (iii) conducted discussions with      
members of senior management of the Company and the Acquiror concerning their   
respective businesses and prospects before and after giving effect to the       
Merger; (iv) reviewed the historical market prices and trading activity for the 
Company Shares and the Acquiror Shares; (v) compared the historical and         
projected results of operations of the Company and the Acquiror with those of   
certain companies which we deemed to be relevant; (vi) compared the proposed    
financial terms of the Merger with the financial terms of certain other mergers 
and acquisitions which we deemed to be relevant; (vii) reviewed a draft of the  
Agreement in the form provided to us and have assumed that the final form of the
Agreement will not vary in any manner that is material to our analysis; and     
(viii) reviewed such other financial studies and analyses and performed such    
other investigations and took into account such other matters as we deemed      
appropriate.                                                                    

     In preparing our opinion, we have with your consent assumed and relied upon
the accuracy and completeness of all the financial and other information        
provided to, discussed with, or otherwise made available to us, or publicly     
available, and have not independently verified such information or undertaken an
independent evaluation or appraisal of any of the assets or liabilities of the  
Company or the Acquiror or been furnished with any such evaluation or appraisal.
In addition, we have not conducted any physical inspection of the properties or 
facilities of the Company or the Acquiror. With respect to the Financial        
Forecasts, we have assumed that they have been reasonably prepared and reflect  
the best currently available estimates and judgments of the Company's and the   
Acquiror's management as to the expected future financial performance of the    
Company or the Acquiror, as the case may be, and that all such Financial        
Forecasts will be realized in the amounts and at the time indicated thereby. We 
have further assumed that the Merger will qualify as a tax-free reorganization  
for U.S. federal income tax purposes. For purposes of rendering this opinion we 
have assumed that the representations and warranties of each party contained in 
the Agreement are true and correct, that each party will perform all of the     
covenants and agreements required to be performed by it under the Agreement and 
that all conditions to the consummation of the Merger will be satisfied without 
waiver thereof. Our opinion is necessarily based on market, economic and other  
conditions as they exist on the date hereof.                                    

 B-1

S-4
102nd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 102nd

We are not expressing any opinion as to what the value of the Acquiror
Shares actually will be when issued to the Company's stockholders pursuant to   
the Merger or the prices at which such Acquiror Shares will trade prior to, at  
the time of or subsequent to the Merger. We were not requested to, and did not, 
solicit third party indications of interest in acquiring all or any part of the 
Company. We have not been requested to opine as to, and our opinion does not in 
any manner address, the Company's underlying business decision to effect the    
Merger.                                                                         

  We have acted as financial advisor to the Company in connection with the
Merger and will receive a fee from the Company for our services. We will also   
receive a fee for rendering this opinion. As we have previously advised you,    
Societe Generale and its affiliates, including Societe Generale Securities      
Corporation ("SGSC"), in the ordinary course of business have, from time to time
provided, and in the future may continue to provide, commercial and investment  
banking services to the Company and the Acquiror and their respective           
subsidiaries, including serving as agent bank under the senior credit facility  
of a subsidiary of the Company and serving as a participant under a syndicated  
facility for the Acquiror, and have received fees for the rendering of such     
services. In the ordinary course of business, SGSC and its affiliates may trade 
the debt and equity securities of the Company and/or the Acquiror for their own 
account and for the accounts of customers and, accordingly, may at any time hold
a long or short position in such securities.                                    

     This opinion is for the information of the Board of Directors in connection
with its consideration of the Merger, does not constitute a recommendation to   
any stockholder as to how such stockholder should vote on the proposed Merger or
any matter related thereto and is not to be quoted or referred to, in whole or  
in part, or disclosed in any document nor shall this letter be used for any     
other purposes, without SGSC's prior written consent. We hereby consent,        
however, to the inclusion of this opinion as an exhibit to any proxy or         
registration statement distributed in connection with the Merger.               

    Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair from a financial point of view to the   
holders of the Company Shares, other than the Acquiror and its affiliates.      

                 Very truly yours,

                           SOCIETE GENERALE SECURITIES
           CORPORATION

                               By:      /s/ Matthew Czajkowski
                                           -------------------------------------
                       Managing Director

 B-2

S-4
103rd Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 103rd

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS                                          

ITEM 20.  Indemnification of Directors and Officers                             

    The Registrant's Certificate of Incorporation provides that no director of
the Registrant will be personally liable to the Registrant or any of its        
stockholders for monetary damages arising from the director's breach of         
fiduciary duty as a director, with certain limited exceptions.                  

Pursuant to the provisions of Section 145 of the Delaware General     
Corporation Law, every Delaware corporation has the power to indemnify any      
person who was or is a party or is threatened to be made a party to any         
threatened, pending or completed action, suit or proceeding (other than an      
action by or in the right of the corporation) by reason of the fact that such   
person is or was a director, officer, employee or agent of any corporation,     
partnership, joint venture, trust or other enterprise, against any and all      
expenses, judgments, fines and amounts paid in settlement and reasonably        
incurred in connection with such action, suit or proceeding. The power to       
indemnify applies only if such person acted in good faith and in a manner such  
person reasonably believed to be in the best interests, or not opposed to the   
best interests, of the corporation and, with respect to any criminal action or  
proceeding, had no reasonable cause to believe his or her conduct was unlawful. 

     The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses  
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification will be made
in the event of any adjudication of negligence or misconduct unless the court,  
in its discretion, believes that in light of all the circumstances              
indemnification should apply.                                                   

     The Registrant's Certificate of Incorporation contains provisions requiring
it to indemnify its officers and directors to the fullest extent permitted by   
the Delaware General Corporation Law.                                           

ITEM 21.  Exhibits and Financial Statement Schedules                            

(a)  Exhibits:                                                        

See the Exhibit Index, beginning on page II-6.                        

(b)  Financial Statement Schedules:                                   

No financial statement schedules are required as all material required
information is disclosed in the notes to Suiza's supplemental consolidated      
financial statements.                                                           

ITEM 22.  Undertakings.                                                         

The undersigned Registrant hereby undertakes:                         

   (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:                        

(i)   To include any prospectus required in Section 10(a)(3) of the   
Securities Act of 1933;                                   

  (ii)  To reflect in the prospectus any facts or events arising after the
      effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set
forth in the Registration Statement;                      

(iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the Registration Statement
    or any material change to such information in the Registration
Statement;                                                

II-1

S-4
104th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 104th

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the       
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed by the Registrant pursuant to 
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are     
incorporated by reference in the Registration Statement;                        

(2)   That, for the purpose of determining any liability under the    
         Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time
   shall be deemed to be the initial bona fide offering thereof;

  (3)   To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
termination of the offering;                              

    (4)   That, for purposes of determining any liability under the Securities
         Act of 1933, each filing of the Registrant's annual report pursuant
         to section 13(a) or section 15(d) of the Securities Exchange Act of
          1934 that is incorporated by reference in the Registration Statement
        shall be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering
thereof;                                                  

(5)   To respond to requests for information that is incorporated by  
           reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of
           this Form, within one business day of receipt of such request, and to
          send the incorporated documents by first class mail or other equally
          prompt means. This includes information contained in documents filed
    subsequent to the effective date of the Registration Statement
through the date of responding to the request;            

 (6)   That, prior to any public reoffering of the securities registered
   hereunder through use of a prospectus which is a part of this
           Registration Statement, by any person or party who is deemed to be an
          underwriter within the meaning of Rule 145(c), the issuer undertakes
         that such reoffering prospectus will contain the information called
         for by the applicable registration form with respect to reofferings
   by persons who may be deemed underwriters, in addition to the
       information called for by the other Items of the applicable form;

 (7)   That every prospectus (i) that is filed pursuant to paragraph (6)
           immediately preceding, or (ii) that purports to meet the requirements
         of section 10(a)(3) of the Securities Act and is used in connection
          with an offering of securities subject to Rule 415, will be filed as
          a part of an amendment to the registration statement and will not be
       used until such amendment is effective, and that, for purposes of
   determining any liability under the Securities Act, each such
       post-effective amendment shall be deemed to be a new registration
   statement relating to the securities offered therein, and the
        offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and                   

(8)   To supply by means of a post-effective amendment all information
       concerning a transaction, and the company being acquired involved
           therein, that was not the subject of and included in the Registration
Statement when it became effective.                       

    Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and          
controlling persons of the Registrant pursuant to the provisions described under
Item 20 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event   
that a claim for indemnification against such liabilities (other than the       
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,   
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.                       

II-2

S-4
105th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 105th

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the            
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,  
on February 17, 1998.                                                           

                           SUIZA FOODS CORPORATION

                                BY:      /s/ GREGG L. ENGLES
                                            ------------------------------------
                        GREGG L. ENGLES,
                                 Chairman of the Board and
                               Chief Executive Officer

POWER OF ATTORNEY 

We, the undersigned officers and directors of Suiza Foods Corporation,
hereby severally constitute and appoint Gregg L. Engles and Tracy L. Noll, and  
each of them, our true and lawful attorneys-in-fact and agents, with full power 
of substitution and resubstitution, for each of us in our name, place and stead,
in any and all capacities, to sign Suiza Foods Corporation's Registration       
Statement on Form S-4, and any other Registration Statement relating to the same
offering, and any and all amendments thereto (including post-effective          
amendments), and to file the same, with all exhibits thereto, and other         
documents in connection therewith, with the Securities and Exchange Commission, 
and hereby grant to such attorneys-in-fact and agents, and each of them, full   
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as each of us might  
or could do in person, hereby ratifying and confirming all that said            
attorneys-in-fact and agents or any of them or his or their substitute or       
substitutes may lawfully do or cause to be done by virtue hereof.               

Pursuant to the requirements of the Securities Act, this Registration 
Statement has been signed below by the following persons in the capacities and  
on the dates indicated:                                                         

                                                        [Enlarge/Download Table]
                                                                                                    
             /s/ GREGG L. ENGLES               Chairman of the Board and Chief     February 17, 1998
---------------------------------------------  Executive Officer                                    
               Gregg L. Engles                                                                      

           /s/ CLETES O. BESHEARS              Vice Chairman of the Board          February 17, 1998
---------------------------------------------                                                       
             Cletes O. Beshears                                                                     

            /s/ HECTOR M. NEVARES              Vice Chairman of the Board          February 17, 1998
---------------------------------------------                                                       
              Hector M. Nevares                                                                     

              /s/ TRACY L. NOLL                Principal financial and accounting  February 17, 1998
---------------------------------------------  officer                                              
                Tracy L. Noll                                                                       

             /s/ ALAN J. BERNON                Director                            February 17, 1998
---------------------------------------------                                                       
               Alan J. Bernon                                                                       

            /s/ GAYLE O. BESHEARS              Director                            February 17, 1998
---------------------------------------------                                                       
              Gayle O. Beshears                                                                     

II-3

S-4
106th Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 106th

                                                                [Download Table]
                                                                          
              /s/ STEPHEN GREEN                Director  February 17, 1998
---------------------------------------------                             
                Stephen Green                                             

                                               Director                   
---------------------------------------------                             
             Robert L. Kaminski                                           

             /s/ DAVID F. MILLER               Director  February 17, 1998
---------------------------------------------                             
               David F. Miller                                            

            /s/ P. EUGENE PENDER               Director  February 17, 1998
---------------------------------------------                             
              P. Eugene Pender                                            

            /s/ ROBERT PICCININI               Director  February 17, 1998
---------------------------------------------                             
              Robert Piccinini                                            

II-4

S-4
Last Page of 107
TOC
1st
Previous
Next
↓Bottom
Just 107th

INDEX TO EXHIBITS 

                                                                [Download Table]

EXHIBIT                                                                    
NUMBER                                 DESCRIPTION                         
-------                                -----------                         
                                                                           
 2.1      --   Agreement and Plan of Merger dated as of January 14, 1998 by
               and among Suiza Foods Corporation, CC Acquisition           
               Corporation, and Continental Can Company, Inc. (included as 
               Appendix A to the Proxy Statement/Prospectus)               
 5.1*     --   Opinion of Hughes & Luce, L.L.P. regarding legality of      
               securities being registered.                                
 5.2*     --   Opinion of Carter, Ledyard and Milburn regarding tax        
               matters.                                                    
23.1      --   Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1) 
23.2      --   Consent of Carter, Ledyard & Milburn (contained in Exhibit  
               5.2)                                                        
23.3      --   Consent of Deloitte & Touche LLP                            
23.4      --   Consent of KPMG Peat Marwick LLP                            
23.5      --   Consent of KPMG Peat Marwick LLP                            
23.6      --   Consent of Barnard, Vogler & Co.                            
23.7      --   Consent of McGladrey & Pullen, LLP                          
23.8      --   Consent of Coopers & Lybrand L.L.P.                         
23.9      --   Consent of Arthur Andersen LLP                              
23.10     --   Consent of Price Waterhouse L.L.P.                          
24.1      --   Powers of Attorney (contained in the signature pages hereto)
99.1*     --   Form of Proxy                                               

---------------                                                                 

*To be filed by amendment.                                                      

II-5

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		5/17/06		50					4,  8-K
		12/31/05		26					10-K
		12/31/00		50					10-K405
		6/30/98		49		95			10-Q
		5/20/98		58		95
		4/29/98		95
		3/11/98		16		49
Filed on:		2/18/98		1		5			8-K,  S-3/A
		2/17/98		1		106
		2/9/98		16		49
		1/31/98		13		28
		1/29/98		50					SC 13G
		1/27/98		16		49
		1/15/98		8		41			8-K
		1/14/98		2		107			8-K
		1/13/98		27
		1/12/98		45		47
		1/9/98		45		47
		1/7/98		44
		1/6/98		44		47
		12/31/97		5		80			10-K405,  5
		12/23/97		41
		12/17/97		43		85
		12/12/97		78
		12/10/97		8		41			8-K,  SC 13G/A
		12/1/97		85
		11/30/97		45
		11/26/97		13		32
		11/25/97		13		32			8-K
		11/20/97		41		90
		11/10/97		41
		10/31/97		8					8-K
		10/28/97		8					S-4/A
		10/24/97		8					10-Q/A,  S-4/A
		9/30/97		8		86			10-Q
		9/29/97		8					8-K
		8/22/97		8					8-K/A,  POS AM,  S-3
		7/31/97		23		35
		7/14/97		8					8-K
		7/1/97		23		32
		6/30/97		8		81			10-Q,  10-Q/A
		3/31/97		8		81			10-K405,  10-Q
		3/5/97		18
		3/1/97		28		65
		2/19/97		8					8-A12B
		2/18/97		8					SC 13G
		1/23/97		8					424B4
		1/22/97		8					S-1/A
		1/1/97		32
		12/31/96		8		86			10-K405,  8-K
		12/16/96		23		32
		12/3/96		8		32
		11/30/96		33
		9/30/96		8		65			10-Q
		9/9/96		23		32			8-K
		8/31/96		33
		7/1/96		32
		6/30/96		33		65			10-Q
		4/17/96		18		47
		3/2/96		65
		1/1/96		23		45
		12/31/95		8		83
		12/30/95		65
		10/31/95		65
		9/30/95		65
		6/30/95		65
		1/1/95		18
		12/31/94		65
		10/31/94		65
		7/1/94		65
		4/9/94		65
		1/1/94		65
		12/31/93		65
		1/8/93		44
		1/7/93		44
		10/21/92		18
		10/5/92		8
									List all Filings