-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jZQ59IlTZ0wVH73+CkVMY6SIv3uK2bY0Qx902gfVQp0CQ5/1kP1y3nePh7rtGyWs z+JuTwT8Zp2W/UO+w1puRQ== 0000950124-94-000483.txt : 19940315 0000950124-94-000483.hdr.sgml : 19940315 ACCESSION NUMBER: 0000950124-94-000483 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940314 ITEM INFORMATION: 7 FILED AS OF DATE: 19940314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEAN FOODS CO CENTRAL INDEX KEY: 0000027500 STANDARD INDUSTRIAL CLASSIFICATION: 2020 IRS NUMBER: 360984820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0527 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 34 SEC FILE NUMBER: 001-08262 FILM NUMBER: 94515918 BUSINESS ADDRESS: STREET 1: 3600 N RIVER RD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 7086781680 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 AMENDMENT TO APPLICATION ON REPORT FILED PURSUANT TO SECTIONS 12, 13, 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report March 14, 1994 DEAN FOODS COMPANY Delaware 0-1118 36-0984820 (State or other juris- (Commission File No.) (IRS Employer diction of incorporation) Identification No.) 3600 N. River Road Franklin Park, IL 60131 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (708) 678-1680 The undersigned registrant in order to provide the financial statements required to be included in the Current Report on Form 8-K dated January 13, 1994, in connection with the acquisition of the Birds Eye Frozen Vegetable Business from the All-American Gourmet Company, a wholly-owned subsidiary of Kraft General Foods, Inc., hereby amends the following item, or other portions of such Current Report on Form 8-K set forth in the pages attached hereto. Item 7. Financial Statements and Exhibits The financial statements and information in the following table of contents and attached hereto are hereby filed with the Commission in accordance with the above referenced item. 2 Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired The following financial statements of the acquired Birds Eye Frozen Vegetable Business are submitted herewith on the indicated pages.
Page ---- Report of Independent Accountants.................................. 2 Combined Statement of Assets and Liabilities at December 25, 1993.. 3 Combined Statement of Earnings for the fiscal year ended December 25, 1993......................................................... 4 Combined Statement of Cash Flows for the fiscal year ended December 25, 1993......................................................... 5 Notes to Combined Financial Statements............................. 6-10
(b) Pro Forma Financial Information The following unaudited pro forma condensed combined financial information of Dean Foods Company and the Birds Eye Frozen Vegetable Business acquired are submitted herewith on the indicated pages. Pro Forma Condensed Combined Financial Information................. 11 Pro Forma Condensed Combined Balance Sheet at November 28, 1993 (Unaudited)...................................................... 12 Notes to Pro Forma Condensed Combined Balance Sheet at November 28, 1993 (Unaudited)................................................. 13 Pro Forma Condensed Combined Statement of Operations for the six months ended November 28, 1993 (Unaudited)....................... 14 Notes to Pro Forma Condensed Combined Statement of Operations for the six months ended November 28, 1993 (Unaudited)............... 15 Pro Forma Condensed Combined Statement of Operations for the fiscal year ended May 30, 1993 (Unaudited).............................. 16 Notes to Pro Forma Condensed Combined Statement of Operations for the fiscal year ended May 30, 1993 (Unaudited)................... 17
1 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Kraft General Foods, Inc. We have audited the accompanying combined statement of assets and liabilities of Birds Eye Frozen Foods, comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc., as of December 25, 1993, and the related combined statements of earnings and cash flows for the fiscal year ended December 25, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined assets and liabilities of Birds Eye Frozen Foods as of December 25, 1993, and the combined results of its operations and cash flows for the fiscal year ended December 25, 1993, in conformity with generally accepted accounting principles. COOPERS & LYBRAND Chicago, Illinois March 9, 1994 2 4 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) COMBINED STATEMENT OF ASSETS AND LIABILITIES December 25, 1993 (in thousands of dollars) ASSETS Current assets: Cash $ 315 Trade receivables, less allowances of $566 15,855 Other current receivables 1,708 Inventories: Raw materials 29,582 Finished goods 27,141 Supplies 3,353 Prepaid expenses 1,290 -------- Total current assets 79,244 Property, plant and equipment, net 52,250 -------- Total assets $131,494 -------- --------
LIABILITIES AND COMBINED COMPANY EQUITY Current liabilities: Trade accounts payable $ 8,471 Note payable to Kraft General Foods, Inc. 1,191 Accrued liabilities: Consumer incentives 1,544 Trade promotion 2,100 Brokers commissions 828 Other 1,926 -------- Total current liabilities 16,060 Combined company equity 115,434 ------- Total liabilities and combined company equity $131,494 ------- -------
The accompanying notes are an integral part of these financial statements. 3 5 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) COMBINED STATEMENT OF EARNINGS for the fiscal year ended December 25, 1993 (in thousands of dollars) Net sales $193,099 Cost of goods sold 152,029 -------- Gross profit 41,070 -------- Other Expenses: Advertising, marketing, promotion and consumer incentives 14,735 Selling 10,810 General and administrative 5,525 Research and development 1,345 Other 403 -------- Total other expense 32,818 -------- Earnings before income taxes 8,252 Provision for income taxes 3,366 -------- Net earnings $ 4,886 -------- --------
The accompanying notes are an integral part of these financial statements 4 6 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) COMBINED STATEMENT OF CASH FLOWS for the fiscal year ended December 25, 1993 (in thousands of dollars)
Cash flows from operating activities: Net earnings $ 4,886 Adjustments to reconcile net earnings to net cash provided by operating activities: Loss on disposal of property, plant and equipment 350 Depreciation 4,040 Changes in assets and liabilities: Trade receivables (52) Inventories 27,076 Prepaid expenses 70 Trade accounts payable 935 Accrued liabilities (9,554) ------ Net cash provided by operating activities 27,751 ------ Cash flows from investing activities: Capital expenditures (3,392) Other (62) ------ Net cash used in investing activities (3,454) ------ Cash flows from financing activities: Intercompany accounts with affiliates (24,297) ------ Net cash used in financing activities (24,297) ------ Change in cash 0 Cash: Beginning of period 315 ------ End of period $ 315 ------ ------
The accompanying notes are an integral part of these financial statements 5 7 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) NOTES TO COMBINED FINANCIAL STATEMENTS ___________ 1. Organization and Operations The accompanying combined financial statements include the accounts of Birds Eye Frozen Foods, a division of The All American Gourmet Company (AAG), which, in turn, is a wholly-owned subsidiary of Kraft General Foods, Inc. (KGF), and Birds Eye de Mexico, S.A. de C.V., a wholly-owned subsidiary of KGF, (collectively, "Birds Eye"). Birds Eye is a producer and domestic marketer of frozen vegetable and fruit products. Birds Eye provides retailers with a broad line of more than 80 frozen vegetables and fruit items, including several value-added lines (sauced vegetables and specialty vegetable mixtures). Pursuant to the Asset Purchase Agreement (the "Agreement") dated October 30, 1993, entered into by and between KGF and AAG (collectively "the Sellers") and Dean Foods Company (the "Buyer"), the Sellers agreed to sell substantially all of the assets of Birds Eye to the Buyer. In addition to cash consideration paid, the Buyer agreed to assume certain liabilities of Birds Eye. The closing date of the Agreement was December 27, 1993 (the "Closing Date"). The combined financial statements were prepared as of and for the fiscal year ended December 25, 1993, which coincides with the Seller's year-end. 2. Basis of Presentation The accompanying combined financial statements include substantially all assets, liabilities, operating results, and cash flows of Birds Eye, as defined above. General Foods Corporation and Birds Eye were acquired by Philip Morris Companies, Inc. ("Philip Morris") in 1985. The accounts of Birds Eye reflect the allocation of the Philip Morris purchase price. In 1989, General Foods Corporation was merged into KGF. KGF provides a centralized cash management function; accordingly substantially all of Birds Eye's cash disbursement and collections are settled through Combined Company Equity on a daily basis. All net charges from KGF and other affiliates for various services as well as payments for such net charges are settled through Combined Company Equity. Intercompany transactions and Combined Company Equity are noninterest-bearing and are not subject to stated repayment terms. These transactions are considered the equivalent of cash transactions for purposes of the combined statement of cash flows. 6 8 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) NOTES TO COMBINED FINANCIAL STATEMENTS, Continued ___________ 2. Basis of Presentation, continued Birds Eye's results of operations have historically been included in the consolidated income tax returns of KGF. KGF has no tax sharing agreement, formal or informal, for allocating income taxes to specific operating units. The combined financial statements reflect an income tax provision based on applying an effective income tax rate of 39% to Birds Eye's domestic pre-tax earnings as well as the local tax provision of Birds Eye de Mexico, S.A. de C.V., which was separately computed to comply with the Agreement. Under the terms of the Agreement, certain Birds Eye employees will become employees of the Buyer, which will operate the new Birds Eye business. Obligations arising out of employee benefit plans, except for benefits pursuant to postretirement plans other than pensions, accrued prior to the Closing Date as well as claims and causes of action related to KGF's actions or omissions that occurred prior to the Closing Date have been retained by KGF. Therefore, no accruals have been made for these items as of December 25, 1993. See Notes 5 and 6 for a discussion of postretirement benefits other than pensions and pension liabilities. The Agreement also stipulates that KGF will retain all liability for any environmental conditions identified as in existence prior to the closing and KGF will indemnify the Buyer for all liabilities, claims or damages related to such conditions. The accompanying combined financial statements include no accruals for such liabilities. KGF and certain affiliates provide Birds Eye with various services, including legal, research and development, sales support, finance, accounting, insurance, marketing, medical benefits, and purchasing services. The assessments to Birds Eye for such services were approximately $5.7 million for the fiscal year ended December 25, 1993. The amounts assessed are based on historical or actual usage of services relative to the usage of the other participating companies within the consolidated KGF group. Management believes that the allocation methodology used is reasonable. These assessments were included in various accounts on Birds Eye's combined statement of earnings. The historical operating results of Birds Eye presented in these combined financial statements may not be indicative of the results following completion of the Birds Eye transaction with the Buyer. 7 9 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) NOTES TO COMBINED FINANCIAL STATEMENTS, Continued ___________ 3. Summary of Significant Accounting Policies Inventories: Inventories are stated at the lower of cost or market. Cost includes materials, labor, production overhead, and certain distribution and storage costs. The first-in, first-out (FIFO) method is used to cost finished goods. Raw material is costed using the average cost method. Depreciation: Property, plant and equipment are carried at cost. Depreciation is recorded using the straight-line method over estimated useful lives, principally 10 to 40 years for buildings and building equipment and 3 to 20 years for machinery and equipment. Advertising and Sales Promotion: Advertising and sales promotion costs are expensed as incurred. Postretirement Benefit Other Than Pensions: Birds Eye accounts for its postretirement benefits other than pensions pursuant to SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." See Note 5. Foreign Currency Translation: Since the operations of Birds Eye de Mexico, S.A. de C.V. are directly and integrally linked to Birds Eye's U.S. operations, those financial statements were remeasured as if the functional currency was the U.S. dollar. The remeasurement of their local currencies into U.S. dollars creates translation adjustments which are included in net earnings. Trade Incentives: Trade incentive expense has been recorded as a reduction of sales to arrive at net sales presented in the combined statement of earnings. 8 10 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) NOTES TO COMBINED FINANCIAL STATEMENTS, Continued ___________
4. Property, Plant and Equipment Property, plant and equipment consists of the following at December 25, 1993: Land $ 604 Buildings 17,151 Machinery & Equipment 61,447 Vehicles 635 Construction in Progress 1,038 ------ 80,875 Accumulated Depreciation (28,625) ------ $ 52,250 ------ ------ Depreciation expense for the fiscal year ended December 25, 1993 was $4.0 million.
5. Postretirement Benefits Other Than Pensions Pursuant to the Agreement, KGF will retain the liability for all postretirement welfare benefits other than pensions for all retired and former employees as of the Closing Date, and for employees who will become employees of the Buyer to the extent that such benefits would have been vested under KGF's plans as of the Closing Date, had such transferred employees retired from KGF on the Closing Date. Birds Eye provided health care and other benefits to substantially all retired employees, their covered dependents and beneficiaries. Generally, employees who have rendered 10 years of service are eligible for these benefits. Postretirement health care cost included in determining net earnings for the fiscal year ended December 25, 1993 was approximately $472,000. This expense represents an allocation of the service cost component of the KGF Plan's total service cost. The allocation is based on the ratio of the number of eligible Birds Eye employees to the total number of eligible employees for the KGF plans. It is not practicable to separate Birds Eye's share of the accumulated postretirement benefits obligation under KGF's postretirement plans. 9 11 BIRDS EYE FROZEN FOODS (Comprised of certain assets, liabilities and a wholly-owned subsidiary of Kraft General Foods, Inc.) NOTES TO COMBINED FINANCIAL STATEMENTS, Continued ___________ 6. Pension Plans Pursuant to the Agreement, KGF will retain the liability for all pension benefits accrued under KGF's pension plans for employees who will become employees of the Buyer. Substantially all of Birds Eye's employees participated in defined benefit pension plans sponsored by KGF. The plans provided for retirement benefits for salaried employees based generally on years of service and compensation during the last years of employment. Retirement benefits for hourly employees generally were a flat dollar amount for each year of service. Birds Eye recognized pension expense of approximately $204,000 for the fiscal year ended December 25, 1993. This expense represents an allocation of the service cost components of the KGF Plan's total service cost. The allocation is based on the ratio of the number of eligible Birds Eye employees to the total number of eligible employees for the KGF Plans. It is not practicable to separate Birds Eye's share of the accumulated benefits obligation or projected benefit obligation under KGF's pension plans. 10 12 Dean Foods Company and Birds Eye Pro Forma Condensed Combined Financial Information The pro forma condensed combined financial information give effect on a purchase accounting basis to the acquisition by Dean Foods Company (the "Company") of Birds Eye Frozen Vegetable Business from the All-American Gourmet Company, a wholly-owned subsidiary of Kraft General Foods, Inc. and a wholly-owned subsidiary of Kraft General Foods, Inc. (collectively "Birds Eye"). The pro forma condensed combined balance sheet assumes that the acquisition occurred on November 28, 1993, whereas the pro forma condensed combined statements of operations assume that the acquisition occurred on June 1, 1992. The pro forma condensed combined statements assume that all of the purchase price was financed under the Company's existing bank short-term credit lines. The Company reports on a fiscal basis ending on the last Sunday in May, whereas Birds Eye has reported on a calendar basis. For purposes of preparing the pro forma condensed combined statements of operations, the historic Birds Eye columns represent the actual results for the same periods as for the Company. The pro forma adjustments are based on preliminary assumptions of the allocation of the purchase price and are subject to substantial revision once appraisals, evaluations and other studies of the fair value of the Birds Eye assets and liabilities are completed. Actual purchase accounting adjustments may differ from the pro forma adjustments presented herein. The pro forma condensed combined statements are not necessarily indicative of the results that actually would have occurred if the acquisitions had been in effect since the assumed dates, nor are the statements indicative of future combined financial position or earnings. The Company's future financial statements will reflect the acquisition of Birds Eye as of December 27, 1993. The pro forma condensed combined financial statements should be read in conjunction with the consolidated financial statements of the Company filed with the Securities and Exchange Commission in its Annual Report on Form 10-K for the fiscal year ended May 30, 1993, and Current Report on Form 10-Q for the six months ended November 28, 1993 and the condensed combined financial statements of Birds Eye included in this Form 8-K/A on pages 2 through 10. 11 13 Dean Foods Company and Birds Eye Condensed Combined Balance Sheet at November 28, 1993 (All amounts in thousands) (Unaudited)
Historic Pro Forma -------- --------- Dean Foods Company Birds Eye Adjustments Combined -------- --------- ----------- -------- Assets: Cash and temporary cash investments $ 18,686 $ 315 $ 19,001 Accounts receivable, net 160,768 17,563 178,331 Inventories 269,816 60,076 329,892 Other current assets 25,959 1,290 27,249 ------------------------------------------------------------- Total current assets 475,229 79,244 554,473 Property, plant and equipment, net 489,093 52,250 $(434)(b) 540,909 Other assets 43,344 25,000 (b) 68,344 ------------------------------------------------------------- TOTAL ASSETS $1,007,666 $131,494 $24,566 $1,163,726 ------------------------------------------------------------- ------------------------------------------------------------- Liabilities and Shareholders' Equity: Short-term notes payable $ 47,000 $140,000 (a) $187,000 Current installments of long-term obligations 3,166 3,166 Accounts payable and accrued expenses 230,310 $16,060 246,370 Dividends payable 6,448 6,448 Federal and state income taxes 1,558 1,558 ------------------------------------------------------------ Total current liabilities 288,482 16,060 140,000 444,542 ------------------------------------------------------------ Long-term obligations 149,468 149,468 ------------------------------------------------------------ Deferred liabilities 75,894 75,894 ------------------------------------------------------------ Shareholders' equity: Common stock 40,991 40,991 Paid-in capital 5,012 5,012 Retained earnings 477,987 477,987 Less: treasury stock - at cost 30,168 30,168 Company equity --- 115,434 (115,434)(c) --- ------------------------------------------------------------ Total shareholders' equity 493,822 115,434 (115,434) 493,822 ------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,007,666 $131,494 $ 24,566 $1,163,726 ------------------------------------------------------------ ------------------------------------------------------------
See notes to pro forma condensed combined balance sheet. 12 14 Dean Foods Company and Birds Eye Notes to Pro Forma Condensed Combined Balance Sheet at November 28, 1993 (Unaudited) The Company's balance sheet as of November 28, 1993 has been combined with the Birds Eye Statement of Assets and Liabilities as of December 25, 1993. Until December 25, 1993, Birds Eye Frozen Foods was a division of the All-American Gourmet Company, a wholly-owned subsidiary of Kraft General Foods, Inc., and separate statements of assets and liabilities were not maintained. The following is a summary of the adjustments reflected in the pro forma condensed combined balance sheet (in thousands): (a) The purchase price, exclusive of related fees and expenses, of $140 million has been reflected as a short-term obligation, although the Company has the ability to renew or extend the obligations for more than one year. The Company currently has not refinanced such borrowings due to the favorable short-term interest rate environment, although a refinancing may occur in the future. (b) Adjustment of historic values of certain acquired assets and liabilities to estimated fair values, elimination of certain accounts as required by generally accepted accounting principles, and other items related to the acquisition. (c) Elimination of Birds Eye company equity. 13 15 Dean Foods Company and Birds Eye Condensed Combined Statement of Operations for the Six Month Ended November 28, 1993 (All amounts in thousands) (Unaudited)
Historic Pro Forma -------- --------- Dean Foods Company Birds Eye Adjustments Combined -------- --------- ----------- -------- Net sales $1,136,764 $ 91,303 $1,228,067 Costs and expenses: Costs of products sold 892,010 63,176 955,186 Delivery, selling and administrative expense 191,290 26,443 $ 313(a) 218,046 Interest expense 6,691 2,380(b) 9,071 Other (income), net (1,391) (1,391) ------------------------------------------------------ Total costs and expenses 1,088,600 89,619 2,693 1,180,912 ------------------------------------------------------ Income before income taxes and cumulative effect of changes in accounting principles 48,164 1,684 (2,693) 47,155 Provision for income taxes 20,123 (384)(c) 19,739 -------------------------------------------------------- Income before cumulative effect of changes in accounting principles $ 28,041 $ 1,684 $(2,309) $ 27,416 ------------------------------------------------------- ------------------------------------------------------- Income per common share before cumulative effect of changes in accounting principles $0.71 $0.69 ----- ----- ----- -----
See notes to pro forma condensed combined statement of operations. 14 16 Dean Foods Company and Birds Eye Notes to Pro Forma Condensed Combined Statement of Operations for the Six Months Ended November 28, 1993 (Unaudited) The following is a summary of the adjustments reflected in the pro forma condensed combined statement of operations (in thousands): (a) Earnings effect of adjustments of assets and liabilities to estimated fair values, including goodwill over 40 years. (b) Additional interest expense of $2,380 based on borrowings of $140 million at a rate of 3.4% which was the weighted average interest rate for borrowings under short-term lines of credit of Dean Foods Company for the six months ended November 28, 1993. For every 1% change in the assumed interest rate, there would be a corresponding effect of approximately $407 on pro forma combined net earnings (after-tax). (c) Recognition of income tax effects of the historic Birds Eye results and the adjustments described above based on the effective tax rate of Dean Foods Company. 15 17 Dean Foods Company and Birds Eye Condensed Combined Statement of Operations for the Fiscal Year Ended May 30, 1993 (All amounts in thousands) (Unaudited)
Historic Pro Forma -------- --------- Dean Foods Company Birds Eye Adjustments Combined -------- --------- ----------- -------- Net sales $2,274,340 $200,444 $2,474,784 Costs and expenses: Costs of products sold 1,757,324 127,543 1,884,867 Delivery, selling and administrative expense 391,061 55,898 $625(a) 447,584 Interest expense 13,894 4,900(b) 18,794 Other (income), net (2,698) (2,698) ---------------------------------------------------------- Total costs and expenses 2,159,581 183,441 5,525 2,348,547 ---------------------------------------------------------- Income before income taxes 114,759 17,003 (5,525) 126,237 Provision for income taxes 46,350 4,637(c) 50,987 ---------------------------------------------------------- Net income for the year $ 68,409 $ 17,003 $(10,162) $ 75,250 ---------------------------------------------------------- ---------------------------------------------------------- Net income per common share $1.73 $1.90 ----- ----- ----- -----
See notes to pro forma condensed combined statement of operations. 16 18 Dean Foods Company and Birds Eye Notes to Pro Forma Condensed Combined Statement of Operations for the Fiscal Year Ended May 30, 1993 (Unaudited) The following is a summary of the adjustments reflected in the pro forma condensed combined statement of operations (in thousands): (a) Earnings effect of adjustment of assets and liabilities to estimate fair values, including goodwill over 40 years. (b) Additional interest expense of $4,900 based on borrowings of $140 million at a rate of 3.5% which was the weighted average interest rate for borrowings under short-term lines of credit and other short- term obligations of Dean Foods Company for the fiscal year ended May 30, 1993. For every 1% change in the assumed interest rate, there would be a corresponding effect of approximately $834 on pro forma combined net earnings (after-tax). (c) Recognition of income tax effects of the historic Birds Eye results and the adjustments described above based upon the effective tax rate of Dean Foods Company. 17 19 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DEAN FOODS COMPANY (Registrant) Date: March 14, 1994 /s/ Dale I. Hecox ------------------- Dale I. Hecox Treasurer - Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----