-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWMmQZjNwwQswEiFBF5bt5uc4lo4eHCLfGOJ6MRQijMoNkhZOZT8J80+JfAz5Zaj OYeGRGUGUQG3tIinZEjYMA== 0000950137-97-002311.txt : 19970630 0000950137-97-002311.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950137-97-002311 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEAN FOODS CO CENTRAL INDEX KEY: 0000027500 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 360984820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0527 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08262 FILM NUMBER: 97631467 BUSINESS ADDRESS: STREET 1: 3600 N RIVER RD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 7086781680 MAIL ADDRESS: STREET 1: 3600 N RIVER RD CITY: FRANKLIN PARK STATE: IL ZIP: 60131 11-K 1 FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 1996 A. Full title of the Plan: DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DEAN FOODS COMPANY 3600 N. RIVER ROAD FRANKLIN PARK, ILLINOIS 60131 TELEPHONE: 847/678-1680 2 DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 3 DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN INDEX TO FINANCIAL STATEMENTS Page Report of independent accountants 1 Financial statements: Statement of net assets available for plan benefits at December 31, 1996 and 1995 2 Statement of changes in net assets available for plan benefits for the year ended December 31, 1996 3 Notes to financial statements 4-12 Assets held for investment as of December 31, 1996 Schedule I Transactions or series of transactions in excess of five percent of the current value of plan assets for the year ended December 31, 1996 Schedule II Note: All other supplementary schedules have been omitted because they are not applicable. 4 REPORT OF INDEPENDENT ACCOUNTANTS June 10, 1997 To the Participants and Administrator of the Dean Foods Company Investment and Profit Sharing Plan In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the financial status of the Dean Foods Company Investment and Profit Sharing Plan at December 31, 1996 and 1995, and the changes in its financial status for the year ended December 31, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audits 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, assessing the accounting principles used and significant estimates made by the plan administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purposes of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Department of Labor's rules and regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the footnotes to the financial statements is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. Schedules I and II and the fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. 5 DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AT DECEMBER 31, 1996 AND 1995
1996 1995 ---- ---- Investments, at market value (Note 3): Holding account $ 2,186,848 $ (21,092) Balanced fund 29,516,748 20,839,480 Equity Income fund 57,273,781 44,294,958 GIC fund - 502,546 Dean Foods stock fund 19,609,744 16,273,193 Government fixed fund 54,758,632 58,960,376 Reiter Dairy Plan fund 279,184 240,541 International fund 6,309,615 3,509,394 Equity growth fund 16,379,296 9,964,034 Florida Plan fund 735,296 2,422,513 -------------- -------------- Total investments 187,049,144 156,985,943 -------------- -------------- Employer and employee contributions receivable 1,069,181 878,066 Employer profit sharing contribution receivable 2,967,659 2,493,380 Loans to participants 5,058,869 3,435,332 Interest and dividends receivable 2,523 8,538 -------------- -------------- Net assets available for Plan benefits $ 196,147,376 $ 163,801,259 ============== ==============
The accompanying notes are an integral part of this statement. 2 6 DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 Source of assets: Investment income: Unrealized appreciation in market value of investments $ 16,626,864 Realized net gains on sales of investments 1,892,493 Interest 3,505,814 Dividends 440,352 Other Income 53,918 ------------- 22,519,441 ------------- Contributions: Employer contributions 2,582,289 Employee contributions 12,756,632 Profit sharing contributions 5,375,730 ------------- 20,714,651 ------------- Participant rollovers from other plans 761,050 ------------- Total sources of assets 43,995,142 ------------- Application of assets: Benefit payments to Plan participants 11,588,528 Fees and expenses 60,497 ------------- Total applications of assets 11,649,025 ------------- Increase in net assets during the year 32,346,117 Net assets available for Plan benefits, beginning of year 163,801,259 ------------- Net assets available for Plan benefits, end of the year $ 196,147,376 =============
The accompanying notes are an integral part of this statement. DEAN FOODS COMPANY - 3 - 7 INVESTMENT AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - GENERAL DESCRIPTION OF THE PLAN: The Dean Foods Company Investment and Profit Sharing Plan (the Plan) is a defined-contribution profit sharing plan that provides retirement benefits to employees of Dean Foods Company (the Company) who have met certain length-of-service requirements. A committee appointed by the Board of Directors of the Company is responsible for the administration of the Plan. Assets of the Plan are held in trust funds maintained at The Northern Trust Company (the Trustee). Participants' contributions are permitted in an amount not to exceed thirteen percent of their annual compensation. The Company is required to match participant contributions in an amount equal to twenty-five percent of the first six percent of elective contributions. In addition, the Company may elect to make an annual supplemental contribution to the Plan out of its current or accumulated net profits. Participants vest immediately in their elective contributions, including any investment income earned pertaining to such contributions. Participants become forty percent vested in Company contributions and related earnings after two years of credited service, with vesting percentages increasing in twenty-percent increments each subsequent year until participants are fully vested after five years of credited service. Participants become fully vested in all accounts upon retirement or after attaining age sixty-five, or upon termination by reason of death or disability. Separate accounts are maintained for each participant for Company contributions and employee elective contributions. Participants direct the investment of all contributions to established funds in ten percent increments. Plan income is allocated to each participant's account, based on the relative value of individual participant accounts to the total of all participants' accounts. Forfeitures from terminated participants are used to reduce subsequent employer contributions. The Company believes that the Plan will continue indefinitely, but reserves the right to terminate the Plan at any time. In the event of termination of the Plan, all assets of the Plan would become fully vested with the participants and would be distributed in accordance with the provisions of the Plan. - 4 - 8 NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of accounting The financial statements have been prepared on the accrual basis of accounting. Contributions Employer matching and profit sharing contributions are recorded in the year accrued by the Company. Employee contributions are recorded in the year withheld by the Company from employee payrolls or in the year of occurrence for a qualified rollover contribution as defined in Section 408(d)(3) of the Internal Revenue Code. Provisions of the Plan specify that no Company contributions and a maximum of forty percent of any participant's contributions may be invested in the Dean Foods stock fund. Investments Purchases and sales of securities, including gains and losses on such sales, are recorded as of the trade date. Realized gains or losses resulting from the sale of securities are based on the difference between the selling price and the cost of the securities, cost being determined on a specific identification basis. In accordance with the policy of stating investments at market value, the net increase or decrease in the unrealized value of investments for the year is reflected in the statement of changes in net assets available for plan benefits. Market values of investments are based on published market quotations where available. Investments in collective funds are stated at the year-end unit values as determined by the Trustee, multiplied by the number of units owned. Investment income is recorded as earned. Expenses of the Plan Trustee fees and other administrative expenses of the Plan are paid by the Plan. Legal and audit fees associated with the Plan are paid by the Company. Benefits payable In accordance with authoritative guidance for accounting and disclosure by employee benefit plans, participant distributions payable are not presented as a liability in the statement of net assets or included in benefit payments in the statement of changes in net assets, resulting in a difference between the Plan's Form 5500 and the accompanying financial statements. Benefit payment obligations existing at December 31, 1996 and 1995 were $197,516 and $407,140, respectively. - 5 - 9 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, -------------------------------------------- 1996 1995 ---------------- -------------- Net assets available for benefits per the financial statements $ 196,147,376 $ 163,801,259 Amounts payable to withdrawing participants (197,516) (407,140) ---------------- -------------- Net assets available for benefits per the Form 5500 $ 195,949,860 $ 163,394,119 ================ ==============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year ended December 31, 1996 ------------- Benefits paid to participants per the financial statements $ 11,588,528 Add: Amounts payable to withdrawing participants at December 31, 1996 197,516 Less: Amounts payable to withdrawing participants at December 31, 1995 (407,140) ------------- Benefits paid to participants per the Form 5500 $ 11,378,904 =============
- 6 - 10 NOTE 3 - INVESTMENTS: Effective October 1, 1995, the Plan began offering an international equity fund and an equity growth fund. These funds are comprised of stocks, bonds and cash. The balanced fund, equity income fund, international equity fund, equity growth fund and government fixed fund are managed by Diversified Investment Advisors, formerly Mutual of New York. These funds hold various securities and financial instruments under investment guidelines specified by Diversified Investment Advisors. The Reiter Dairy Plan fund and the Florida Plan funds are frozen. The assets in the Reiter Dairy Plan fund and the Florida Plan fund are being liquidated as they mature. The GIC fund merged into the government fixed fund in 1996. The Dean Foods stock fund, which is managed by the Trustee, consists of Dean Foods Company Common Stock ($1 par value). - 7 - 11 The Plan's assets are invested as follows:
December 31, 1996 ------------------------------------------------------------- Shares/ par value Cost Market value --------- ---- ------------ Holding account: Cash $ 2,186,848 $ 2,186,848 Balance fund: Corporate bonds 21,840,133 29,516,748 Equity Income fund: Common stock 32,068,876 57,273,781 Government fixed fund: U.S. government issues 54,758,821 54,758,632 Reiter Dairy Plan fund: Short-term investments 76,622 76,622 Growth/income funds 256,300 202,562 Dean Foods stock fund: Common stock 608,198 16,236,376 19,609,744 Equity growth fund: Common stock 13,029,655 16,379,296 International fund: Common stock 5,242,720 6,309,615 Florida Plan fund: Common stock 550,168 520,652 Short-term investments 214,644 214,644 -------------- -------------- $ 146,461,163 $ 187,049,144 ============== ==============
- 8 - 12
December 31, 1995 ------------------------------------------------------------- Shares/ par value Cost Market value --------- ---- ------------ Holding account: Cash $ (21,093) $ (21,093) Balance fund: Corporate bonds 16,849,215 20,839,481 Equity Income fund: Common stock 26,352,708 44,294,958 GIC fund: Corporate bonds 16,704 16,704 Mortgages, notes and contracts 486,029 485,842 Government fixed fund: U.S. government issues 58,960,377 58,960,377 Reiter Dairy Plan fund: Short-term investments 37,979 37,979 Growth/income funds 256,300 202,562 Dean Foods stock fund: Common stock 590,379 15,842,403 16,235,422 Short-term investments 37,770 37,770 Equity growth fund: Common stock 8,599,475 9,964,035 International fund: Common stock 3,113,125 3,509,393 Florida Plan fund: Common stock 705,302 633,981 Short-term investments 1,788,532 1,788,532 -------------- ------------ $ 133,024,826 $156,985,943 ============== ============
- 9 - 13 The changes in unrealized appreciation/(depreciation) of investments during the year ended December 31, 1996 were as follows:
January 1, December 31, 1996 Appreciation 1996 balance (Depreciation) balance ------- ------------ ------- Balanced fund $ 3,990,266 $ 3,686,349 $ 7,676,615 Equity income fund 17,942,250 7,262,655 25,204,905 Reiter Dairy Plan fund (53,738) - (53,738) Government fixed fund - (189) (189) GIC fund (189) 189 - Dean Foods stock fund 393,022 2,980,346 3,373,368 Equity growth fund 1,364,559 1,985,082 3,349,641 International fund 396,268 670,627 1,066,895 Florida Plan fund (71,321) 41,805 (29,516) ------------ ------------- ------------ Total $ 23,961,117 $ 16,626,864 $ 40,587,981 ============ ============= ============
The aggregate proceeds, costs, and realized gains/(losses) resulting from the sale of investments for the year ended December_31, 1996 were as follows:
Aggregate Aggregate Realized proceeds cost gain/(loss) -------- ---- ---------- Balanced fund $ 1,864,432 $ 1,470,867 $ 393,565 Equity income fund 3,452,173 2,023,690 1,428,482 GIC fund 508,656 508,656 - Government fixed fund 13,879,988 13,879,988 - Dean Foods stock fund 2,139,001 2,260,920 (121,918) Equity growth fund 808,876 657,581 151,295 International fund 365,405 313,351 52,054 Florida Plan fund 145,282 156,267 (10,985) ------------ ------------ ----------- Total $ 23,163,813 $ 21,271,320 $ 1,892,493 ============ ============ ===========
- 10 - 14 NOTE 4 - SUMMARY OF FINANCIAL STATEMENT BALANCES BY FUND: Following is a summary of certain financial statement balances by fund at December 31, 1996 and 1995:
Interest and Dividend Benefit 1996 Receivables Contribution Income Payments ---- ----------- ------------ ------------ -------- Balanced fund $ 1,744,907 $ 3,826,201 $ 1,795 $ 1,274,738 Equity income fund 2,569,852 5,614,991 2,778 2,549,476 GIC fund - - 14,559 - Government fixed fund 2,129,943 5,493,932 3,465,843 5,678,379 Reiter Dairy Plan fund 354 - 2,816 115,886 Dean Foods stock fund 1,051,871 2,346,409 444,350 927,082 Equity growth fund 1,132,865 2,449,990 895 579,426 International fund 467,318 983,128 488 347,656 Florida Plan fund 1,122 - 12,642 115,885 ------------- ------------ ------------ ----------- Total $ 9,098,232 $ 20,714,651 $ 3,946,166 $11,588,528 ============= ============ ============ ===========
Interest and Dividend Benefit 1995 Receivables Contribution Income Payments ---- ----------- ------------ ------------ -------- Balanced fund $ 1,117,947 $ 3,263,422 $ 1,906 $ 1,809,018 Money market fund 0 (113,019) 6 0 Equity income fund 1,739,767 5,304,798 2,971 3,029,737 GIC fund 62 0 622,625 603,006 Mayfield GIC fund 0 0 25,098 0 Government fixed fund 1,985,387 6,879,760 3,451,261 6,721,311 Reiter Dairy Plan fund 191 1,080 37 14,707 Dean Foods stock fund 1,104,875 3,608,996 417,712 1,220,719 Equity growth fund 649,519 1,882,258 1,073 588,299 International fund 210,147 617,399 564 279,442 Florida Plan fund 7,421 0 16,402 441,224 ----------- ----------- ------------- ----------- Total $ 6,815,316 $21,444,694 $ 4,539,655 $14,707,463 =========== =========== ============= ===========
- 11 - 15 NOTE 5 - INCOME TAX STATUS: The Plan administrator has received a favorable determination letter for the Plan from the Internal Revenue Service dated February 22, 1996. As such, no provision for income taxes has been made in the accompanying financial statements. NOTE 6 - SIGNIFICANT INVESTMENTS: Investments with fair values in excess of 5% of net assets available for benefits at December 31, 1996 and 1995 were:
1996 1995 ---- ---- Dean Foods Company $19,614,386 $16,235,523 Diversified Investment Advisors Equity Growth Fund 16,379,297 9,965,011 Diversified Investment Advisors Equity Income Fund 57,273,781 44,295,996 Diversified Investment Advisors Balanced Fund 29,516,748 20,840,842 Money Government Fixed Fund 54,758,631 58,960,816
NOTE 7 - SUBSEQUENT EVENT: Effective April 1, 1997 the Belleville Employees' Pension Plan (the Belleville Plan) merged into the Plan. At this time, participants in the Belleville Plan became participants in the Plan and the Belleville Plan was terminated. The net assets of the Belleville Plan were transferred to the Plan's Trustee. - 12 - 16 SCHEDULE I DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1996 (LINE 27a OF FORM 5500)
Description Identity of Issue Of Investment Cost Fair Value - ----------------- ------------- ---- ---------- *Dean Foods Company Common Stock $ 16,241,018 $ 19,614,386 Diversified Investment Advisors International Equity Fund Mutual Fund 5,242,022 6,308,917 Diversified Investment Advisors Equity Growth Fund Mutual Fund 13,029,656 16,379,297 Diversified Investment Advisors Equity Income Fund Mutual Fund 32,068,876 57,273,781 Diversified Investment Advisors Balanced Fund Mutual Fund 21,840,133 29,516,748 Money Government U.S. Government and Fixed Fund Agency Issues 54,758,631 54,758,631 Frank Russell Real Estate Equity Fund Mutual Fund 550,168 520,652 *Participant Loans Loans at 6-9% - 5,058,869 *Northern Trust Collective Short-Term Investment Fund Cash Equivalents 2,494,325 2,494,325 Sundry Assets Miscellaneous 236,334 182,407 ------------ ------------ $146,461,163 $192,108,013 ============ ============
*Party in interest - 13 - 17 SCHEDULE II DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN TRANSACTIONS OR SERIES OF TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF ASSETS FOR THE YEAR ENDED DECEMBER 31, 1996 (LINE 27d OF FORM 5500)
Description of asset (include interest Identity of party rate and maturity in Selling involved case of loan) Purchase Price Price Lease Rental -------- ------------ -------------- ------- ------------ Diversified Investment Advisors Equity Income Fund $ 7,738,820 - - Diversified Investment Advisors Equity Income Fund - $ 3,452,173 - The Northern Trust Collective Investment Company Fund 8,810,748 - - The Northern Trust Collective Investment Company Fund - 8,811,719 - The Northern Trust Collective Investment Company Fund 21,918,784 - - The Northern Trust Collective Investment Company Fund - 21,302,311 - Diversified Investment Advisors Balance Fund 6,460,424 - - Diversified Investment Advisors Balanced Fund - 1,864,432 - Diversified Investment Government Advisors Fixed Fund 9,677,804 - - Diversified Investment Government Advisors Fixed Fund - 13,879,988 -
Current value Expense of asset on incurred with Cost of transaction Net gain transaction asset date or (loss) ----------- ----- ---- -------- - - $ 7,738,820 - $ 2,023,691 3,452,873 $ 1,428,482 - - 8,810,748 - - 8,811,719 8,811,719 - - - 21,918,784 - - 21,302,311 21,302,311 - - - 6,460,424 - - 1,470,867 1,864,432 393,565 - - 9,677,804 - - 13,879,988 13,879,988 -
18 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 2-94753) of Dean Foods Company of our report dated June 10, 1997 appearing on page 4 of the Annual Report of Deans Foods Company Investment and Profit Sharing Plan on Form 11-K for the year ended December 31, 1996. Price Waterhouse LLP Chicago, Illinois June 27, 1997 EX-23.1 2 CONSENT OF PRICE WATERHOUSE LLP 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN By: /s/ Gerald W. Berger ---------------------------------- Gerald W. Berger Member of Plan Administrative Committee for Dean Foods Company Investment and Profit Sharing Plan Date: 6-27-1997 ----------- -----END PRIVACY-ENHANCED MESSAGE-----