<PAGE>   1
                                                                   EXHIBIT 10.21

                      IN THE UNITED STATES DISTRICT COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                                DALLAS DIVISION

UNITED STATES OF AMERICA,                   Civil Action No:

               Plaintiff,                   3-97-CV-2162-P

         v.

MID-AMERICA DAIRYMEN, INC.                  Filed: 9/3/97
SOUTHERN FOODS GROUP LP
and MILK PRODUCTS LLC,

               Defendants

                             STIPULATION AND ORDER

         It is stipulated by and between the undersigned parties, through their
respective attorneys, that:

         1.      The Court has jurisdiction over the subject matter of this
action and over each of the parties hereto, and venue of this action is proper
in the Northern District of Texas.

         2.      The parties consent that a Final Judgment in the form hereto
attached may be filed and entered by the Court, upon the motion of any party or
upon the Court's own motion, at any time after compliance with the requirements
of the Antitrust Procedures and Penalties Act (15 U.S.C. Section 16 (b) - (h)),
and without further notice to any party or other proceedings, provided that
plaintiff United States has not withdrawn its consent, which it may do at any
time before the entry of the proposed Final Judgment by serving notice thereof
on defendants and by filing that notice with the Court.
<PAGE>   2
         3.      The defendants shall abide by and comply with the provisions
of the proposed Final Judgment pending entry of the Final Judgment, or until
expiration of time for all appeals of any court ruling declining entry of the
proposed Final Judgment and shall, from the date of signing of this
Stipulation, comply with all terms and provisions of the proposed Final
Judgment thereof as though the same were in full force and effect as an order
of the Court.

         4.      This Stipulation shall apply with equal force and effect to
any amended proposed Final Judgment agreed upon in writing by the parties and
submitted to the Court.

         5.      In the event plaintiff United States withdraws its consent, as
provided in Paragraph 2, above, or if the proposed Final Judgment is not
entered pursuant to this Stipulation, the time has expired for all appeals of
any Court ruling declining entry of the Final Judgment and if the court has not
otherwise ordered continued compliance with the terms and provisions of the
Final Judgment, then the parties are released from all further obligations
under this Stipulation, and the making of this Stipulation shall be without
prejudice to any party in this or any other proceeding.

         6.      Defendants represent that the divestiture ordered in the
proposed Final Judgment can and will be made, and that they will later raise no
claims of hardship or difficulty as grounds for asking the Court to modify any
of the divestiture provisions contained therein.

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<PAGE>   3
         7.      The parties request that the Court acknowledge the terms of
this Stipulation by entering the Order in this Stipulation and Order.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OR AMERICA:


/s/ JOEL I. KLEIN                          /s/ ROGER W. FONES
--------------------------                 --------------------------------
JOEL I. KLEIN                              Roger W. Fones, Chief
Assistant Attorney General                 DC Bar # 303255
                                    
/s/ A. DOUGLAS MELAMED                     /s/ DONNA N. KOOPERSTEIN
--------------------------                 --------------------------------
A. DOUGLAS MELAMED                         Donna N. Kooperstein
Deputy Assistant                           Assistant Chief
Attorney General                           DC Bar # 26770
                                    
                                           /s/ JOAN S. HUGGLER
                                           --------------------------------
                                           Joan S. Huggler
                                           DC Bar # 927244
                                    
                                           /s/ MICHAEL P. HARMONIS
                                           --------------------------------
                                           Michael P. Harmonis
                                           PA Bar # 17994
                                    
                                           /s/ ROBERT D. YOUNG
                                           --------------------------------
                                           Robert D. Young
                                           DC Bar # 248260
                                    
                                           Attorneys
                                           Antitrust Division
                                           U. S. Department of Justice
                                           325 Seventh St. N. W.
                                           Washington, D. C.
                                           (202) 307-6456
                                           (202) 616-2441

Date:  September 2, 1997
     -------------------


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<PAGE>   4
FOR DEFENDANT MID-AMERICA DAIRYMEN, INC.

/s/ W. TODD MILLER
-------------------------
W. TODD MILLER
DC Bar # 414930

Baker & Miller PLLC
Suite 615
700 Eleventh Street, N. W.
Washington, D. C. 20001
(202) - 637-9499
(202) - 637-9394 (Facsimile)

Attorneys for Mid-America Dairymen, Inc.

Date: September 2, 1997
      -----------------
<PAGE>   5
FOR DEFENDANT SOUTHERN FOODS GROUP LP:

/s/ JERRY L. BEANE               
------------------------
Jerry L. Beane
TX Bar # 01966000

Strasburger & Price LLP
Suite 4300
901 Main Street
Dallas, Taxes 75202
(214-651-4521)
(214)-651-4330  (Facsimile)

Attorneys for Southern Foods Group LP

Date:  9-2-97
     --------

FOR DEFENDANT MILK PRODUCTS LLC

/s/ JERRY L. BEANE         
------------------------
Jerry L. Beane
TX Bar # 01966000

Strasburger & Price LLP
Suite 4300
901 Main Street
Dallas, Texas 75202
(214-651-4521)
(214)-651-4330  (Facsimile)

Attorneys for Milk Products LLC

Date:  9-2-97 
     --------

         UPON REVIEW of this Stipulation by the parties, the Court acknowledges
by this Order that the parties have consented to the terms specified in this
Stipulation and the entry of the Final Judgment subject to the provisions of
the Antitrust Procedures and Penalties Act (15 U.S.C. Section 16 (b) - (h)).

SO ORDERED on this               day of                  , 1997.
                  --------------       ------------------



                                        ----------------------------------
                                        UNITED STATES DISTRICT COURT JUDGE
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                      IN THE UNITED STATES DISTRICT COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                                DALLAS DIVISION

UNITED STATES OF AMERICA,                   Civil Action

                 Plaintiff,                 No.:

         v.

MID-AMERICA DAIRYMEN, INC.
SOUTHERN FOODS GROUP LP
and MILK PRODUCTS LLC,

                 Defendants

                                 FINAL JUDGMENT

         WHEREAS, plaintiff, United States of America (hereinafter "United
States"), having filed its complaint herein on September 3, 1997, and plaintiff
and defendants, by their respective attorneys, having consented to the entry of
this Final Judgment without trial or adjudication of any issue of fact or law
herein and without this Final Judgment constituting any evidence against or an
admission by any party with respect to any issue of law or fact herein;

         AND WHEREAS, defendants have agreed to be bound by the provisions of
this Final Judgment pending its approval by the Court;

         AND WHEREAS, prompt and certain divestiture is the essence of this
agreement to assure that competition is not substantially lessened;


<PAGE>   7
         AND WHEREAS, defendants have represented to plaintiff that the
divestiture required below and the relief related thereto can and will be made
and that defendants will later raise no claim of hardship or difficulty as
grounds for asking the Court to modify any of the provisions contained below:

         NOW, THEREFORE, before the taking of any testimony and without trial
or adjudication of any issue of fact or law herein, and upon consent of the
parties thereto, it is hereby

         ORDERED, ADJUDGED AND DECREED;

                                       I.
                                  JURISDICTION

         This Court has jurisdiction of the subject matter of this action and
each of the defendants hereto. The complaint states a claim upon which relief
may be granted against each defendant under Section 7 of the Clayton Act, as
amended, 15 U.S.C. Section 18.

                                      II.
                                  DEFINITIONS

         As used in this final judgment;

         A.      "Mid-America" means Mid-America Dairymen, Inc., a Kansas
corporation with headquarters in Springfield, Missouri, its members, directors,
officers, employees, affiliates, joint venture or limited liability company
partners, successors or assigns, and any agent or representative thereof.

         B.      "Southern Foods" means Southern Foods Group LP, a partnership
organized under the laws of Delaware with


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headquarters in Dallas, Texas, its members, directors, officers, employees,
affiliates, joint venture or limited liability company partners, successors or
assigns, or any agent or representative thereof.

         C.      "Milk Products" means Milk Products LLC, the limited liability
company formed by Allen A. Meyer to receive certain dairy processing assets
located in New Mexico, Texas and Louisiana formerly owned by Borden/Meadow Gold
Dairies Holdings, Inc., its members, directors, officers, employees,
affiliates, joint venture or limited liability company partners, successors or
assigns, or any agent or representative thereof.

         D.      "Divestiture Assets" or "the Assets" means the Borden/Meadow
Gold assets located in New Mexico, Texas and Louisiana that Mid-America will
acquire through purchase of the voting stock of Borden/Meadow Gold Dairies
Holdings, Inc.

         E.      "The Marks" means certain trademarks described in a Sublicense
Agreement between Southern Foods and Milk Products, which include Borden, Elsie
and other trademarks granted to Mid-America and/or Southern Foods by license
from Borden, Inc. and BDH Two, Inc.

         F.      "Divest" or "Divestiture" means the complete relinquishing of
all rights and equity and other interests in the Divestiture Assets, provided
that if Mid-America divests the Assets to Milk Products, it may extend to Milk
Products the Loan defined herein.  Divestiture also means to grant an exclusive,
royalty-free sublicense to use the Marks in Texas, Louisiana and


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New Mexico and a non-exclusive, royalty-free sublicense to use the Marks in
Alabama, Arkansas, Florida, Mississippi, Tennessee, and Mexico.

         G.      "Milk Products Loan" or "the Loan" means the approximately $40
million advanced by Mid-America or Mid-Am Capital LLC for the purchase by Milk
Products of the assets located in New Mexico, Texas and Louisiana held by
Borden/Meadow Gold Dairies Holdings, Inc., and for which Milk Products has
executed Note Purchase Agreements and other related debt instruments setting
forth the terms of the loan arrangements.

                                      III.
                                 APPLICABILITY

         A.      The provisions of this final judgment shall apply to the
defendants, Mid-America Dairymen, Southern Foods Group, and Milk Products,
their respective successors and assigns, and to all other persons in active
concert or participation with any of them who shall have received actual notice
of this final judgment by personal service or otherwise.

         B.      Each defendant shall provide written notice to the plaintiff
no later than 10 days subsequent to the effective date of any action whereby
the defendant (1) changes its name or corporate or organizational structure;
(2) liquidates or otherwise ceases operation; or (3) declares bankruptcy. Such
notice shall include a full explanation of the action that invokes this
provision and shall include full documentation required to be filed with any
judicial, administrative or other official entity in connection with that
action.


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<PAGE>   10
                                      IV.
                                  DIVESTITURE

         A.      Defendant Mid-America is hereby ordered and directed in
accordance with the terms at this Final Judgment, within 65 days of the filing
of this Final Judgment, or five days after notice of entry of this Final
Judgment by the court, whichever is later, to divest the Divestiture Assets and
the Marks to a purchaser acceptable to the United States. Plaintiff may, in its
sole discretion, extend the time period for an additional period of time, not
to exceed 90 calendar days in total.

         B.      Unless the United States otherwise consents in writing, the
divestiture of the Assets and the Marks pursuant to Paragraph IV (A), or by a
trustee appointed pursuant to Paragraph V of this Final Judgment, shall include
all of the Assets and the Marks to be divested to a purchaser in such a way as
to satisfy the United States in its sole discretion that the Assets and the
marks can and will be used by the purchaser as part of a viable, ongoing
business engaged in the manufacture, sale and distribution of dairy products in
New Mexico, Texas and Louisiana. The divestiture, whether pursuant to Paragraph
IV or V of this Final Judgment shall be made to a purchaser for whom it is
demonstrated to the sole satisfaction of the United States that (1) the
purchaser has the capability and intent of competing effectively in the
manufacture, sale and distribution of dairy products in New Mexico, Texas and
Louisiana; (2) the purchaser has or soon

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<PAGE>   11
will have the managerial, operational, and financial capability to compete
effectively in the manufacture, sale and distribution of dairy products in New
Mexico, Texas and Louisiana; and (3) none of the terms of any agreement between
the purchaser and Mid-America give Mid-America the ability unreasonably to
raise the purchaser's costs, to lower the purchaser's efficiency, or otherwise
to interfere in the ability of the purchaser to compete effectively in the
manufacture, sale and distribution of dairy products in New Mexico, Texas and
Louisiana.

         C.      The Divestiture of the Assets and the Marks to Milk Products,
if accomplished in accordance with this Final Judgment within twenty-four hours
following the acquisition by Mid-America of the voting stock of Borden/Meadow
Gold, is acceptable to the United States and no further approval of plaintiff
pursuant to this Paragraph IV or Paragraph IX is required.

                                       V.
                             APPOINTMENT OF TRUSTEE

         A.      In the event that Mid-America has not divested the Divestiture
Assets and the Marks within the time specified in Paragraph IV (A) of this
Final Judgment, the Court shall appoint, on application of the United States, a
trustee selected by the United States to effect the divestiture of the
Divestiture Assets and the Marks.

         B.      After the appointment of a trustee becomes effective, only the
trustee shall have the right to accomplish the divestiture of the Assets and
the Marks. The trustee shall have


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<PAGE>   12
the power and authority to accomplish the divestiture at the best price then
obtainable upon a reasonable effort by the trustee, subject to the provisions
of Paragraphs V and IX of this Final Judgment, and shall have such other powers
as the Court shall deem appropriate. Subject to Paragraph V (C) of this Final
Judgment, the trustee shall have the power and authority to hire at the cost
and expense of Mid-America any investment bankers, attorneys, or other agents
reasonably necessary in the judgment of the trustee to assist in the
divestiture, and such professionals and agents shall be accountable solely to
the trustee. The trustee shall have the power and authority to accomplish the
divestiture at the earliest possible time to a purchaser acceptable to the
United States, and shall have such other powers as this Court shall deem
appropriate. Mid-America shall not object to a sale by the trustee on any
grounds other than the trustee's malfeasance. Any such objections by defendants
must be conveyed in writing to plaintiffs and the trustee within ten (10)
calendar days after the trustee has provided the notice required under
Paragraph IX of this Final Judgment.

         C.      The trustee shall serve at the cost and expense of
Mid-America, on such terms and conditions as the Court may prescribe, and shall
account for all monies derived from the sale of the assets sold by the trustee
and all costs and expenses so incurred. After approval by the Court of the
trustee's accounting, including fees for its services and those of any


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professionals and agents retained by the trustee, all remaining money shall be
paid to Mid-America and the trust shall then be terminated. The compensation of
such trustee and of any professionals and agents retained by the trustee shall
be reasonable in light of the value of the Divestiture Assets and the Marks and
based on a fee arrangement providing the trustee with an incentive based on the
price and terms of the divestiture and the speed with which it is accomplished.

         D.      Mid-America shall use its best efforts to assist the trustee
in accomplishing the required divestiture.  The trustee and any consultants,
accountants, attorneys, and other persons retained by the trustee shall have
full and complete access to the personnel, books, records, and facilities of
defendants, and defendants shall develop financial or other information
relevant to such assets as the trustee may reasonably request, subject to
reasonable protection for trade secret or other confidential research,
development, or commercial information. Mid-America shall take no action to
interfere with or to impeded the trustee's accomplishment of the divestiture.

         E.      After its appointment, the trustee shall file monthly reports
with the parties and the Court setting forth the trustee's efforts to
accomplish the divestiture ordered under this Final Judgment. If the trustee
has not accomplished such divestiture within six (6) months after its
appointment, the trustee thereupon shall file promptly with the Court a report
setting forth (1) the trustee's efforts to accomplish the


                                       8
<PAGE>   14
required divestiture, (2) the reasons, in the trustee's judgment, that the
required divestiture has not been accomplished, and (3) the trustee's
recommendations; provided, however, that to the extent such reports contain
information that the trustee deems confidential, such reports shall not be
filed in the public docket of the Court. The trustee shall at the same time
furnish such report to the parties, who shall each have the right to be heard
and to make additional recommendations consistent with the purpose of the
trust. The Court shall enter thereafter such orders as it shall deem
appropriate in order to carry out the purpose of the trust, which may, if
necessary, include extending the trust and the term of the trustee's
appointment by a period requested by the plaintiffs.

                                      VI.
                            DIVESTITURE OF THE LOAN

         If Mid-America sells the Divestiture Assets to Milk Products,

         A.      Mid-America shall reduce its holdings in the Milk Products
Loan as follows:

                 (1) to $30 million or less by December 31, 1997;

                 (2) to $13 million or less by September 1, 1998; and

                 (3) to zero by September 1, 1999.

         B.      Mid-America may sell off any portion of the Milk Products Loan
in order to meet the requirements of Paragraph VI A., provided that no third
party purchaser of all or part of the Loan shall (1) be affiliated in any way
with Mid-America or


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<PAGE>   15
(2) be a person engaged in the production, sale or delivery of milk in the
sales area of Milk Products.

         C.      In connection with sale of the Milk Products Loan pursuant to
Paragraph VI (A), Mid-America shall not provide a guarantee to any third party
purchaser, provided, however, that Mid-America may, in its discretion, after it
has reduced its holdings in the Loan to not more than $13 million, guarantee
some or all of the remaining $13 million.  Any guarantee by Mid-America must be
without recourse against Milk Products for any sums paid by Mid-America by
virtue of the guarantee.

         D.      At no time while Mid-America holds all or part of the Milk
Products Loan shall Mid-America (1) require that Milk Products seek approval
from, or give notice to, Mid-America before incurring any indebtedness, or (2)
place any restriction on Milk Products' ability to conduct its operations as it
sees fit.

                                      VII.
                     ACQUISITIONS AND ACCESS TO INFORMATION

         During any period in which Mid-America retains an ownership interest
in Southern Foods,

         A.      No member, officer, employee or agent of Southern Foods or
Mid-America (other than members, officers, employees, or agents of Land-O-Sun
Dairy LLC, who are not otherwise affiliated with Mid-America or Southern Foods)
shall be employed by or serve as an officer, director, member, or agent of Milk
Products.



                                       10
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         B.      No member, officer, employee or agent of Milk Products shall
be employed by or serve as an officer, director, member or agent of Mid-America
or Southern Foods (other than members, officers, employees or agents of
Land-O-Sun Dairy LLC, who are otherwise not affiliated with Mid-America or
Southern Foods).

         C.      Neither Mid-America nor Southern Foods shall merge or
consolidate with, acquire membership in or securities or assets of, or provide
loans or other financing to (except for trade credit extended in the ordinary
course of business) Milk Products, without having first obtained the written
approval of the United States. Any request for such approval shall be directed
to the Antitrust Division, U.S. Department of Justice, Transportation, Energy
and Agriculture Section, with a copy to the Director of Operations.

         D.      Mid-America, Southern Foods, and Milk Products shall not
disclose to each other, directly or indirectly, any competitively sensitive
information including, but not limited to, information concerning present or
future prices or other terms or conditions of sale including discounts,
slotting allowances, bids or price lists, costs, capacity, distribution,
marketing plans or territories, supply, sales forecasts, customer relationships
(including the identity of actual or potential customers or quantities sold to
any particular customer).

         E.      Notwithstanding Paragraph VII (D), Mid-America may, during any
period in which it is a creditor of Milk Products, obtain and retain copies of
the following information, solely to protect its interests as a creditor:


                                       11
<PAGE>   17
         (1) copies of Milk Products, federal income tax returns for each year;
and

         (2) quarterly financial statements, including a balance sheet, a
statement of profits and losses, and a statement of cash flow, aggregated for
the entire company. Nothing in this provision shall limit the information that
a purchaser of any portion of the Milk Products Loan may request and obtain,
subject to reasonable commercial credit practices.

         F.      Nothing in this Final Judgment shall prohibit the orderly
transfer of business records, reports or accounting materials from
Borden/Meadow Gold to Southern Foods or to Milk Products, which shall be
accomplished within 120 days of the closing of the transaction.

                                     VIII.
                              SUBLICENSE AGREEMENT

         A.      Southern Foods, as sublicensor of the marks, shall promptly
notify Borden, Inc. and BDH Two, Inc., the owners of the Marks, of any
unauthorized use of the Marks when such use comes to the attention of Southern
Foods from any source, including Milk Products, and Southern Foods shall take
all actions as may be required by Borden, Inc. and BDH Two, Inc. regarding the
unauthorized use of the Marks.

         B.      Neither Mid-America nor Southern Foods shall assert or claim
that on any sublicensee of the Marks' sale of an equity interest in the
sublicensee or any change in control or ownership in the sublicensee will
affect or diminish the sublicensee's rights in or use of the Marks.

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<PAGE>   18

         C.      Mid-America and Southern Foods shall ensure that the rights
that any sublicensee obtains in the Marks are equal to all the rights and
privileges that Southern Foods obtains for itself in its license of the Marks
from Borden, Inc. and BDH Two, Inc.

                                      IX.
                                  NOTIFICATION

         Within two (2) business days following execution of a definitive
agreement, contingent upon compliance with the terms of this Final Judgment,
any proposed divestiture pursuant to Paragraph IV, V or VI of this Final
Judgment, Mid-America or the trustee, whoever is responsible for the
divestiture, shall notify plaintiff of the proposed divestiture and provide
documentation that the conditions set forth in Paragraphs IV through VII have
been met.

         If the trustee is responsible, it shall similarly notify Mid-America.
The notice shall set forth the details of the proposed transaction and list the
name, address, and telephone number of each person not previously identified
who offered to, or expressed an interest in or a desire to, acquire any
ownership interest in the Assets, together with full details of same. Within
fifteen (15) calendar days of receipt by plaintiff of such notice, plaintiff
may request from Mid-America, the proposed purchaser, any other third party, or
the trustee if applicable, additional information concerning the proposed
divestiture and the proposed purchaser. Mid-America and the trustee shall


                                       13
<PAGE>   19
furnish any additional information requested within fifteen (15) calendar days
of the receipt of the request, unless the parties shall otherwise agree.
Within thirty (30) calendar days after receipt of the notice or within twenty
(20) calendar days after plaintiff has been provided the additional information
requested from Mid-America, the proposed purchaser, any third party, and the
trustee, whichever is later, the United States shall provide written notice to
Mid-America and the trustee, if there is one, stating whether or not it objects
to the proposed divestiture. If the United States provides written notice to
Mid-America and the trustee that it does not object, then the divestiture may
be consummated, subject only to Mid-America's limited right to object to the
sale under Paragraph V (B) of this Final Judgment. Absent written notice that
the United States does not object to the proposed purchaser or upon objection
by the United States, a divestiture proposed under Section IV shall not be
consummated. Upon objection by the United States, or by Mid-America in
accordance with Section V (B), a divestiture proposed under Section V shall not
be consummated unless approved by the Court.

                                       X.
                                   AFFIDAVITS

         A.      Within twenty (20) calendar days of the closing of any
transaction in which Mid-America directly or indirectly acquires all or any
part of the assets or capital stock of Borden/Meadow Gold, and every thirty
(30) calendar days thereafter until the divestiture of the Divestiture Assets
and the Loan has been


                                       14
<PAGE>   20
completed pursuant to Paragraphs IV, V and VI of this Final Judgment,
Mid-America shall deliver to plaintiff an affidavit as to the fact and manner
of compliance with Paragraphs IV, V and VI of this Final Judgment. Each such
affidavit shall include the name, address, and telephone number of each person
who, at any time after the period covered by the last report, made an offer to
acquire, expressed an interest in acquiring, entered into negotiations to
acquire or was contacted or made an inquiry about acquiring any interest in the
Divestiture Assets or in the Loan, and shall describe in detail each contact
with any such person during that period.

         B.      Mid-America shall preserve all records of all efforts made to
divest the Loan and the Assets. This provision shall not apply to divestiture
of the Assets if they are sold pursuant to Paragraph IV (C) herein.

                                      XI.
                             COMPLIANCE INSPECTION

         Only for the purposes of determining or securing compliance with the
Final Judgment and subject to any legally recognized privilege, from time to
time:

         A.      Duly authorized representatives of the plaintiff, including
consultants and other persons retained by the United States, upon written
request of the Assistant Attorney General in charge of the Antitrust Division,
and on reasonable notice to defendants made to their principal offices, shall
be permitted:


                                       15
<PAGE>   21
         (1) Access during office hours of defendants to inspect and copy all
         books, ledgers, accounts, correspondence, memoranda, and other records
         and documents in the possession or under the control of defendants,
         who may have counsel present, relating to enforcement of this Final
         Judgment; and

         (2) Subject to the reasonable convenience of defendants and without
         restraint or interference from them, to interview their officers,
         employees, and agents, who may have counsel present, regarding any
         such matters.

         B.      Upon the written request of the Assistant Attorney General in
charge of the Antitrust Division made to defendants, principal offices,
defendants shall submit such written reports, under oath if requested, with
respect to enforcement of this Final Judgment.

         C.      No information or documents obtained by the means provided in
Paragraph XI of this is Final Judgment shall be divulged by a representative of
the plaintiff to any person other than a duly authorized representative of the
Executive Branch of the United States, except in the course of legal
proceedings to which the plaintiff is a party (including grand jury
proceedings), or for the purpose of securing compliance with this Final
Judgment, or as otherwise required by law.

         D.      If at the time information or documents are furnished by
defendants to plaintiff, defendants represent and identify in writing the
material in any such information or documents to


                                       16
<PAGE>   22
which a claim of protection may be asserted under Rule 26(c)(1) of the Federal
Rules of Civil Procedure, and defendants mark each pertinent page of such
material, "Subject to claim of protection under Rule 26(c)(7) of the Federal
Rules of Civil Procedure," then ten (10) calendar days notice shall be given by
plaintiff to defendants prior to divulging such material in any legal
proceeding (other than a grand jury proceeding).

                                      XII.
                           RETENTION OF JURISDICTION

         Jurisdiction is retained by this Court for the purpose of enabling any
of the parties to this Final Judgment to apply to this Court at any time for
such further orders and directions as may be necessary or appropriate for the
construction or carrying out of this Final Judgment, for the modification of
any of the provisions hereof, for the enforcement of compliance herewith, and
for the punishment of any violations hereof.

                                     XIII.
                                  TERMINATION

         Unless this Court grants an extension, this Final Judgment will expire
on the tenth anniversary of the date of its entry.

                                      XIV.
                                PUBLIC INTEREST

         Entry of this Final Judgment is in the public interest.

Dated:
      ----------------------
                                                  ----------------------------
                                                  United States District Judge

                                       17
<PAGE>   23
                             CERTIFICATE OF SERVICE

         I hereby certify that a copy of the foregoing has been served upon the
attorneys for Mid-America Dairymen, Inc., Southern Foods Group LP, and Milk
Products LLC by placing a copy in the U.S. Mail, directed to each of the above
named parties at the addresses given below, this 3rd day of September 1997.

Mid-America Dairymen, Inc.
c/o W. Todd Miller
Baker & Miller PLLC
Suite 615
700 Eleventh Street, N.W.
Washington, D. C. 20001

Southern Foods Group LP
c/o Jerry L. Beane
Strasburger & Price LLP
Suite 4300
901 Main Street
Dallas, Texas 75202

Milk Products LLC
c/o Jerry L. Beane
Strasburger & Price LLP
Suite 4300
901 Main Street
Dallas, Texas 75202

                                                /s/ JOAN S. HUGGLER
                                                -------------------
                                                Joan S. Huggler
                                                DC Bar # 927244
                                                Attorney
                                                Antitrust Division
                                                U.S. Department of Justice
                                                325 Seventh St. N.W.
                                                Suite 500
                                                Washington, D. C. 20530
                                                (202) 307-6456
                                                (202) 661-2441 (Facsimile)
<PAGE>   24
                      IN THE UNITED STATES DISTRICT COURT
                       FOR THE NORTHERN DISTRICT OF TEXAS
                                DALLAS DIVISION

UNITED STATES OF AMERICA,                   Civil Action
                                            No:  3-97-CV-2162-P
                 Plaintiff,
         v.

MID-AMERICA DAIRYMEN, INC.
SOUTHERN FOODS GROUP LP                     Filed:   9-3-97
and MILK PRODUCTS, LLC,

                 Defendants

                                   COMPLAINT

         The United States of America, acting under the direction of the
Attorney General of the United States, brings this civil action to obtain
equitable and other relief against the defendants named and alleges as follows:

         1.      The United States brings this antitrust case to prevent the
proposed acquisition by Mid-America Dairymen, Inc. ("Mid-America") of the
voting stock of Borden/Meadow Gold Dairies Holdings, Inc. ("Borden/Meadow
Gold").  Mid-America, through its affiliate Southern Foods Group LP ("Southern
Foods"), and Borden/Meadow Gold compete head-to-head in the supply of fluid
milk for school lunch and breakfast programs throughout Eastern Texas and
Louisiana.  The transaction will create a school milk monopoly in many areas of
Eastern Texas and Louisiana and will 


<PAGE>   25
reduce the number of competitors to two or three in many more.  As a result,
many school districts are likely to pay higher prices for milk.            
  
         2.      Mid-America is the largest dairy cooperative in the United
States, with some 18,000 producer members in 30 states. In addition,
Mid-America owns numerous dairy manufacturing and processing plants throughout
the country, including a significant number of plants that process fluid milk.
In particular, Mid-America owns 50 percent of Southern Foods. Southern Foods
engages in extensive dairy processing operations in Texas and Louisiana.
Borden/Meadow Gold operates a significant number of competing dairy plants in
these two states.

         3.      In Eastern Texas -- an area from Fort Worth east to the
Louisiana border and north from Fort Worth to the Oklahoma border to just south
of San Antonio and Houston -- Southern Foods operates five fluid milk plants,
and Borden/Meadow Gold operates three. In many of the major metropolitan areas
of Eastern Texas, such as Dallas/Fort Worth, Waco, and San Antonio, Southern
Foods plants and Borden/Meadow Gold plants are usually the only bidders for
school milk contracts and the transaction will thus create a monopoly.

         4.      In Louisiana, Southern Foods and Borden/Meadow Gold each
operate three plants. In the areas around New Orleans and

                                       2
<PAGE>   26
Baton Rouge, the number of competitors for school milk will be reduced to two.
In other areas of Louisiana, the transaction will create a monopoly.

         5.      Mid-America has proposed to remedy the anticompetitive effects
of the proposed transaction by selling the Borden/Meadow Gold assets located in
Texas, Louisiana, and New Mexico to a newly-formed firm, Milk Products LLC, for
$65 million. Mid-America proposes, however, to finance most of the purchase
price with a loan of $40 million to Milk Products. The loan would leave
Mid-America with the ability to influence the operations of Milk Products.
Therefore, the proposed remedy will not adequately replace the independent
competition that Borden/Meadow Gold currently provides in Eastern Texas and
Louisiana.

                             JURISDICTION AND VENUE

         6.      This action is filed under Section 15 of the Clayton Act, 15
U.S.C. Section 25, to prevent and restrain the violation by the defendants, as
hereinafter alleged, of Section 7 of the Clayton Act, as amended, 15 U.S.C.
Section 18.

         7.      Mid-America, itself and through Southern Foods, sells raw
milk, fluid milk and other dairy products in interstate commerce. The Court has
jurisdiction over this action and over the parties pursuant to 15 U.S.C.
Section 22 and 28 U.S.C. Sections 1331 and 1337.


                                       3
<PAGE>   27
         8.      Mid-America, Southern Foods and Borden/Meadow Gold transact
business in this district.  Venue is proper in this district under 15 U.S.C.
Section 1391 (c).

                                 THE DEFENDANTS

         9.      Mid-America is a corporation organized and existing under the
laws of the state of Kansas with headquarters in Springfield, Missouri. The
company had over $4 billion in revenues in 1996. Its ownership interests in 36
fluid milk plants span 19 states, with operations from California to New
Jersey.

         10.     Southern Foods is a limited partnership organized under the
laws of Delaware, with headquarters in Dallas, Texas. Mid-America owns 50
percent of Southern Foods directly and through its 50 percent ownership of
Southern Foods, general partner, SFG Management LLC, a Delaware limited
liability company.  Mid-America also holds $85 million of non-voting preferred
equity in the partnership.  Mid-America's affiliate, Mid-Am Capital LLC, holds
an additional $20 million in unsecured subordinated debt in the partnership. In
1996, Southern Foods, dairy plants in Texas and Louisiana had sales in excess
of $550 million. Southern Foods sells fluid milk and other dairy products in
Texas and Louisiana under various brand names, including Oak Farms, Golden

                                       4
<PAGE>   28
Royal, Midwest Farms, Sunnydell, Texas Bluebonnet, Schepps, Dairyland, Goodday,
Brown's Velvet, Medallion, Foremost, Barbe, and Guth.

         11.     Milk Products LLC is a limited liability company organized
under the laws of Delaware. It will operate the Borden/Meadow Gold assets
located in Texas, Louisiana and New Mexico.

                             TRADE AND COMMERCE

                 A. The Relevant Market

         12.     Dairy processors purchase raw milk requirements from dairy
farmers and agricultural cooperative associations such as Mid-America and
produce fluid milk in a variety of forms. Some processors produce a full line
of packaged fluid milk products, including whole, low-fat, skim and flavored
milk, which are packaged in gallons, half gallons, quarts, pints and half
pints. Other processors package a limited line of container sizes, most
typically gallons and half gallons.

         13.     In addition to grocery and other food stores, schools,
hospitals and other institutional customers are the major purchasers of fluid
milk. Almost all of the milk purchased by schools is in half pint containers, a
size not purchased in significant quantities by most other customers.


                                       5
<PAGE>   29
         14.     Federal regulations require that schools participating in the
National School Lunch program and the School Breakfast program offer a half
pint of fluid milk with each meal. Fluid milk is a product with special
nutritional characteristics and is without practical substitutes. There is no
reasonable substitute to which a significant number of schools could turn in
response to a small but significant and non-transitory increase in the price of
fluid milk.

         15.     School districts in Eastern Texas and Louisiana purchase milk
through contracts that generally are let annually. The contracts require the
delivery of milk in half pint containers to each school in the district and
often require delivery five days per week. Sometimes the contracts require that
deliveries be made during particular hours of the day.

         16.     The winning bidder of a school contract must have a
distribution system capable of meeting the needs of the schools. Because most
school contracts involve frequent deliveries to numerous schools, and school 
deliveries are made only when school is in session, winning bidders generally
deliver to schools using route trucks that also serve other customers in the
area.

         17.     Firms that bid on school contracts generally include only
those that, at the time they bid on the contract, have an established route
truck distribution system in or near the district to be served under the
contract. Except for the largest


                                       6

<PAGE>   30
school districts, the volume purchased under a school milk contract is not
usually sufficient to justify the cost of establishing a distribution route in
an area remote from a firm's other customers. A small but significant and
non-transitory price increase to a school district would not cause firms that
do not currently serve the immediate area to bid on a contract to serve the
district.

         18.     The production, sale and distribution of fluid milk to schools
in Eastern Texas and Louisiana constitutes a line of commerce and a section of
the country, and is a relevant market for antitrust purposes.

                 B.       Competition and Entry

         19.     Southern Foods and Borden/Meadow Gold have established route
distribution systems suitable for serving school districts throughout Eastern
Texas and Louisiana. Each firm is a bidder or potential bidder in more than 600
public school districts in Eastern Texas and more than 50 school districts in
Louisiana. In many of these districts, there are no other bidders or potential
bidders with existing route distribution systems suitable for providing milk to
schools.

         20.     The sale and delivery of fluid milk to schools is a business
highly susceptible to tacit or overt collusion among competing firms. Numerous
dairy firms have been convicted of


                                       7
<PAGE>   31
collusion in school milk bids in a number of criminal antitrust cases brought
in the last two decades. Such collusion typically involves the allocation of
school contracts among competitors and, where it has occurred, has persisted
for many years.

         21.     Collusive behavior in this industry is unlikely to attract new
entry. In school milk markets, collusion often has been maintained for many
years without being dissipated by new entry. The Department of Justice has
uncovered numerous longstanding criminal antitrust conspiracies that have
survived for years without attracting new entry.

         22.     The elimination of one of a small number of significant
competitors and the resulting increase in concentration, such as would occur as
a result of the proposed transactions, significantly increases the likelihood
of collusion in school milk markets.

                         MID-AMERICA'S PROPOSED REMEDY

         23.     In an effort to remedy the anticompetitive consequences of the
purchase by Mid-America of the Borden/Meadow Gold assets in Texas and
Louisiana, Mid-America proposes to sell the assets located there and in New
Mexico to Milk Products for $65 million. Mid-America further proposes to
finance most of the purchase price by extending to Milk Products a loan of $40
million. The size and terms of the loan would leave Mid-America with the

                                       8
<PAGE>   32
ability to affect the competitive behavior of Milk Products. Because of its
significant financial interests in both firms, Mid-America would have both the
incentive and the ability to inhibit vigorous competition between Southern
Foods and Milk Products.

         24.     The proposed remedy is inadequate to replace the independent
competition currently provided by Borden/Meadow Gold in Eastern Texas and
Louisiana.

                              INTERSTATE COMMERCE

         25.     Southern Foods purchases a substantial amount of raw milk for
its Texas and Louisiana processing plants from dairy farmers and cooperatives
located outside these states. Southern Foods also purchases substantial amounts
of packaging material, equipment, and other supplies from vendors in other
states. Southern Foods sells significant amounts of fluid milk produced in its
Texas plants in Oklahoma; and milk produced in its Shreveport, Louisiana plant
is also sold in Texas and Arkansas. Milk produced at Southern Foods' Brown
Velvet plant in New Orleans is sold in Mississippi.  Significant federal funds
flow to school districts in Eastern Texas and Louisiana under the National 
School Lunch and School Breakfast Program in reimbursement for milk and other 
food items. The sale and


                                       9
<PAGE>   33
delivery of fluid milk to school districts in Eastern Texas and Louisiana is in
the flow of and substantially affects interstate commerce.

                               VIOLATION ALLEGED

         26.     On May 22, 1997, Mid-America entered into an agreement under
which Mid-America would acquire all of the stock of Borden/Meadow Gold Dairies
Holdings, Inc. for a purchase price of $435 million. On May 28, 1997,
Mid-America agreed that a new limited liability company to be formed by Allen
A. Meyer would purchase the Borden/Meadow Gold assets in Texas, Louisiana and
New Mexico for $65 million. Mid-America further agreed to cause its affiliate,
Mid-Am Capital LLC, to lend the new company at least $35 million to make the
purchase.

         27.     The effect of the proposed transactions may be to
substantially lessen competition in the production, sale and distribution of
fluid milk to school districts in Eastern Texas and Louisiana in violation of
Section 7 of the Clayton Act, in the following ways, among others:

         a.      actual and potential competition between Southern Foods and
Borden/Meadow Gold in the production, sale and distribution of fluid milk to
school districts in Eastern Texas and Louisiana will be eliminated;


                                       10
<PAGE>   34
         b.      competition generally in the production, sale and distribution
of fluid milk to school districts in Eastern Texas and Louisiana may be
substantially lessened.

                                     PRAYER

         WHEREFORE, plaintiff prays;

         1.      That the proposed acquisition by Mid-America of the stock of
Borden/Meadow Gold Dairies Holdings, Inc.  be adjudged to be in violation of
Section 7 of the Clayton Act;

         2.      That the defendants and all persons acting on their behalf be
permanently enjoined from carrying out any agreement, understanding, or plan,
the effect of which would be to combine Mid-America and Borden/Meadow Gold
Dairies Holdings, Inc. or to result in Milk Products' or Southern Foods,
acquiring the Borden/Meadow Gold assets in Texas or Louisiana while Mid-America
or Mid-Am Capital is a creditor of Milk Products LLC;


                                       11
<PAGE>   35
         3.      That the plaintiff have such other and further relief as the
Court may deem just and proper; and

         4.      That plaintiff recover the costs of this action.

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OR AMERICA:


/s/ JOEL I. KLEIN                          /s/ ROGER W. FONES
--------------------------                 --------------------------------
JOEL I. KLEIN                              ROGER W. FONES, CHIEF
Assistant Attorney General                  DC BAR # 303255
                                    
/s/ A. DOUGLAS MELAMED                     /s/ DONNA N. KOOPERSTEIN
--------------------------                 --------------------------------
A. DOUGLAS MELAMED                         DONNA N. KOOPERSTEIN
Deputy Assistant                           Assistant Chief
Attorney General                           PA Bar # 26770
                                    
                                           /s/ JOAN S. HUGGLER
                                           --------------------------------
                                           JOAN S. HUGGLER
                                           DC Bar # 927244
                                    
                                           /s/ MICHAEL P. HARMONIS
                                           --------------------------------
                                           MICHAEL P. HARMONIS
                                           PA Bar # 17994
                                    
                                           /s/ ROBERT D. YOUNG
                                           --------------------------------
                                           ROBERT D. YOUNG
                                           DC Bar # 24826
                                    
                                           Attorneys
                                           Antitrust Division
                                           U.S. Department of Justice
                                           325 Seventh St. N.W.
                                           Washington, D.C. 20530
                                           (202) 307-6456
                                           (202) 616-2441 (Facsimile)

Date:  September 3, 1997
     -------------------

                                       12
<PAGE>   36
                             CERTIFICATE OF SERVICE

         I hereby certify that I have caused a copy of the foregoing Complaint
to be served on counsel for defendants in this matter in the manner set forth
below:

         By first class mail, postage prepaid:

         W. Todd Miller, Esquire
         Baker & Miller PLLC
         Suite 615
         700 Eleventh Street, N.W.
         Washington, D.C. 20530

         (Counsel for Mid-America Dairymen, Inc.)

         Jerry L. Beane, Esquire
         Strasburger & Price LLP         
         Suite 4300         
         901 Main Street
         Dallas, Texas 75202

         (Counsel for Southern Foods Group LP and Milk Products LLC)

Dated: September 3, 1997

                                                     /s/ JOAN S. HUGGLER
                                                     --------------------------
                                                     Joan S. Huggler
                                                     DC Bar # 927244

                                                     Antitrust Division
                                                     U.S. Department of Justice
                                                     325 Seventh Street, N.W.
                                                     Suite 500
                                                     Washington, D.C. 20530

                                                     (202) 307-6456
                                                     (202) 616-2441
<PAGE>   37
FOR DEFENDANT SOUTHERN FOODS GROUP LP:

/s/ JERRY L. BEANE               
---------------------------------
Jerry L. Beane
TX Bar # 01966000

Strasburger & Price LLP
Suite 4300
901 Main Street
Dallas, Taxes 75202
(214)-651-4521
(214)-651-4330  (Facsimile)

Attorneys for Southern Foods Group LP

Date:  9-2-97
       ------

FOR DEFENDANT MILK PRODUCTS LLC

/s/ JERRY L. BEANE         
---------------------------
Jerry L. Beane
TX Bar # 01966000

Strasburger & Price LLP
Suite 4300
901 Main Street
Dallas, Texas 75202
(214)-651-4521
(214)-651-4330  (Facsimile)

Attorneys for Milk Products LLC

Date:  9-2-97 
       ------

         UPON REVIEW of this Stipulation by the parties, the Court acknowledges
by this Order that the parties have consented to the terms specified in this
Stipulation and the entry of the Final Judgment subject to the provisions of
the Antitrust Procedures and Penalties Act (15 U.S.C. Section 16 (b) - (h)).

SO ORDERED on this               day of                  , 1997.
                  --------------       ------------------



                                        ----------------------------------
                                        UNITED STATES DISTRICT COURT JUDGE