8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
June 15, 2005 (June 10, 2005)

Dean Foods Company

(Exact name of registrant as specified in charter)

Delaware	1-12755	75-2559681
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2515 McKinney Avenue, Suite 1200 Dallas, TX	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 303-3400

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£  Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

Item 2.02 Results of Operations and Financial Condition.

      A copy of the press release relating to our updated earnings guidance for the second quarter and full fiscal year 2005 is attached to this Current Report on Form 8-K as Exhibit 99.2.

      Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

      A copy of the press release relating to our announcement of the record date and expected closing date for the spin-off of our majority-owned subsidiary TreeHouse Foods, Inc. is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

      See the Exhibit Index attached hereto.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 15, 2005	DEAN FOODS COMPANY
	By:	/s/ Lisa N. Tyson
		Lisa N. Tyson
		Senior Vice President and Deputy General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 10, 2005
99.2	Press release dated June 14, 2005

EX-99.1

Exhibit 99.1

DEAN FOODS ANNOUNCES DETAILS FOR
COMPLETION OF TREEHOUSE FOODS, INC. SPIN-OFF

Record Date of June 20, 2005 and Expected Distribution Date of June 27, 2005

DALLAS, June 10, 2005 – Dean Foods Company (NYSE: DF) announced today that the spin-off of its majority-owned subsidiary TreeHouse Foods, Inc. is expected to close June 27, 2005. Immediately prior to the spin-off, Dean Foods will transfer to TreeHouse the business currently conducted by its Specialty Foods Group segment in addition to its Mocha Mix®, Second Nature® and foodservice salad dressings businesses.

Under the terms of the transaction, Dean Foods will distribute all of the shares of TreeHouse common stock held by Dean Foods to its stockholders by means of a share dividend. These shares represent approximately 98.3% of TreeHouse’s outstanding common stock. The remaining approximately 1.7% of TreeHouse common stock is held by the TreeHouse senior management team headed by Sam K. Reed, former Chief Executive Officer of Keebler Foods Company, who will serve as Chairman of the Board and Chief Executive Officer of the new company. Following the distribution, Dean Foods will not own any shares of TreeHouse, and TreeHouse will be an independent, publicly traded company listed under the symbol “THS” on the New York Stock Exchange. Payment of the share dividend is subject to final clearance from the Securities and Exchange Commission and the New York Stock Exchange.

The terms of the share dividend are as follows: Dean Foods will distribute to the holders of Dean Foods common stock one share of TreeHouse common stock for every five shares of Dean Foods common stock outstanding on June 20, 2005, the record date for the distribution. The distribution will be on or about June 27, 2005. No fractional shares of TreeHouse common stock will be distributed. In lieu of fractional shares, Dean Foods stockholders will receive cash, which generally will be taxable. Given the nature of the transaction, any holder of Dean Foods common stock who sells shares on or before the distribution date will also be selling their entitlement to receive shares of TreeHouse common stock in the spin-off. Stockholders of Dean Foods common stock are encouraged to consult with their financial advisors regarding the specific implications of selling Dean Foods common stock before the spin-off.

No action is required by Dean Foods stockholders to receive their TreeHouse common stock, and Dean Foods stockholders will not be required to surrender any Dean Foods shares or pay anything, other than any taxes due in respect of cash received in lieu of fractional share interests. Dean Foods stockholders who hold Dean Foods common stock as of the record date will receive a book-entry account statement reflecting their ownership of TreeHouse common stock or their brokerage account will be credited for the shares.

Dean Foods has received a ruling from the Internal Revenue Service to the effect that the distribution will be tax-free to Dean Foods and to its U.S. common stockholders, except in respect of cash received in lieu of fractional share interests. Dean Foods will mail an information statement to all stockholders entitled to receive TreeHouse common stock on June 20, 2005. The information statement will describe the new company, the procedures by which the distribution will be effected, the risks of holding TreeHouse common stock and other details of the transaction. A copy of the information statement is included with the registration statement on Form 10, as amended, filed by TreeHouse with the Securities and Exchange Commission in connection with the transaction and available at the Commission’s website at http://www.sec.gov.

Stockholders with inquiries should contact:

Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
Attention: Investor Relations
(214) 303-3400.

Risks

The following statements made in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Securities Litigation Reform Act of 1995: (1) the likelihood of and expected timing for completion of the spin-off transaction, (2) the anticipated listing of TreeHouse on the New York Stock Exchange, (3) the expected date the shares of each company will trade as separate issues, (4) the timing and development of a “when-issued” trading market for TreeHouse common stock, and (5) the timing of mailing of the information statement to Dean Foods stockholders. These forward-looking statements are merely predictions and, therefore, they involve risks and uncertainties which could cause actual results to differ materially from the forward-looking statements set forth in this press release. These risks and uncertainties include, without limitation, the following: (1) the underlying assumptions and expectations related to the spin-off transaction proving to be inaccurate or unrealized, (2) the timing of the effectiveness of TreeHouse’s registration statement on Form 10 with the Securities and Exchange Commission, and (3) the timing of the New York Stock Exchange’s approval for listing of TreeHouse common stock. Additional factors related to these and other expectations are detailed in the registration statement on Form 10, as amended, filed by TreeHouse with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

		NEWS RELEASE
	Contact:	Barry Sievert Senior Director, Investor Relations (214) 303-3437

DEAN FOODS INCREASES GUIDANCE FOR CONTINUING OPERATIONS

Guidance for Continuing Operations Increased due to Strength in Dairy Group and WhiteWave Foods

Guidance also Updated to Reflect Upcoming Second Quarter Spin-off of TreeHouse Foods

     DALLAS, June 14, 2005 — In anticipation of the upcoming spin-off of its TreeHouse Foods subsidiary, Dean Foods Company (NYSE: DF) today announced updated guidance for the second quarter and full year 2005. The updated guidance reflects both the impact of the anticipated second quarter spin-off of TreeHouse Foods and an improved business outlook for the company’s Dairy Group and WhiteWave Foods operations.

     Entering the second quarter, the company had expected TreeHouse Foods’ businesses to contribute approximately $0.09 per diluted share to expected adjusted earnings (as defined below) of between $0.54 and $0.56 per diluted share in the second quarter. To reflect the upcoming spin-off, which is expected to be completed on or about June 27, 2005, Dean Foods has removed the $0.09 per share attributable to TreeHouse Foods’ businesses from its expectations for the second quarter. Additionally, due to strength in its Dairy Group and WhiteWave Foods operations in the second quarter, expectations for adjusted earnings from continuing operations for the quarter have been increased by $0.05 to a revised range of $0.50 to $0.52 per diluted share.

     Inclusive of the TreeHouse Foods businesses, Dean Foods had previously expected full year 2005 adjusted earnings of between $2.28 and $2.33 per diluted share. Imbedded in this estimate were expectations of $0.37 to $0.39 adjusted earnings per diluted share contribution from TreeHouse Foods’ businesses. To reflect the impact of the upcoming spin-off, Dean Foods has removed $0.37 per diluted share from its previously issued guidance for the year. In addition, as a result of the increase in expected earnings from continuing operations for the second quarter and an expectation of continued positive business trends, adjusted earnings expectations for the full year have been increased by $0.07 per share, resulting in revised expectations for adjusted earnings per diluted share of $1.98 to $2.03 for the full year. A reconciliation of previous and revised adjusted earnings expectations is provided in the table that follows.

(all items per Dean Foods share)	Second Quarter 2005	Full Year 2005
Previous Expectations:	$0.54 — $0.56	$2.28 — $2.33
TreeHouse Contribution to Previous Expectations:	$0.09	$0.37 — $0.39
Previous Expectations — Continuing Operations:	$0.45 — $0.47	$1.91 — $1.96
Increase in Expectations for Continuing Ops:	+$.05	+$.07
Revised Expectations:	$0.50 — $0.52	$1.98 — $2.03

     The businesses to be spun-off as part of TreeHouse Foods include the company’s Specialty Foods Group segment, the Mocha Mix and Second Nature businesses currently included in the company’s WhiteWave Foods segment and the foodservice salad dressings business currently conducted in both the WhiteWave Foods segment and the Dairy Group.

Historical Contribution

     Following the spin-off, Dean Foods will restate its past results to reclassify the historical contribution of the businesses included in TreeHouse Foods as discontinued operations. TreeHouse Foods’ contributions to Dean Foods’ previously reported quarterly earnings per diluted share for the following periods are summarized in the table below.

	GAAP	Adjusted
Q1 2005 (a)	$0.07	$0.08
Q4 2004	$0.06	$0.06
Q3 2004 (b)	$0.01	$0.05
Q2 2004	$0.08	$0.08
Q1 2004	$0.08	$0.08

Comparison of Adjusted Information to GAAP Information

     The historical adjusted earnings per diluted share contributions reported above differ from the GAAP contributions by excluding the following facility closing, reorganization and non-recurring charges:

a) $3.5 million ($2.2 million net of tax) of transaction costs related to the spin-off of TreeHouse Foods and the closing of TreeHouse Foods’ Benton Harbor, MI facility, and

b) $9.3 million ($6.1 million net of tax) related to the closing of TreeHouse Foods’ Benton Harbor, MI facility.

     The adjusted financial results contained in this press release are non- GAAP financial measures that eliminate the net expense or net gain related to the items identified above. These numbers are provided in order to allow investors to make meaningful comparisons of the company’s operating performance between periods and to view the company’s business from the same perspective as the company’s management. Because the company cannot predict the timing and amount of charges associated with facility closings and reorganizations or non-recurring items associated with the company’s operations, management does not consider facility closing or reorganization costs when evaluating the company’s performance, when making decisions regarding the allocation of resources, in determining incentive compensation for management, or in determining earnings estimates. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These non-GAAP numbers may be different than similar measures used by other companies.

ABOUT DEAN FOODS

Dean Foods Company is one of the leading food and beverage companies in the United States. Its Dairy Group division is the largest processor and distributor of milk and other dairy products in the country, with products sold under more than 50 familiar local and regional brands and a wide array of private labels. The company’s WhiteWave Foods subsidiary is the nation’s leading organic foods company. WhiteWave Foods markets and sells a variety of well-known dairy and dairy-related products, such as Silkâ soymilk, Horizon Organicâ dairy products and juices, International Delightâ coffee creamers and LAND O’LAKESâ creamers and cultured products. Dean Foods Company also owns the fourth largest dairy processor in Spain and the leading brand of organic dairy products in the United Kingdom.

FORWARD LOOKING STATEMENTS
Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, projected sales, operating income, net income and earnings per share. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. The company’s ability to meet targeted financial and operating results, including targeted sales, operating income, net income and earnings per share depends on a variety of economic, competitive and governmental factors, including raw material costs, many of which are beyond the company’s control and which are described in the company’s filings with the Securities and Exchange Commission. The company’s ability to profit from its branding initiatives depends on a number of factors including consumer acceptance of the company’s products. The forward-looking statements in this press release speak only as of the date of this release. The company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.