-----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, Co8JQ9OXu3PHhL+sglhmji0xItdBjhBp75fJ9pudN7K8gF3zwhKLMO1fwdtjkYHG HzBlM6j9W8dm1TANwt5oFg== 0000950134-02-000439.txt : 20020413 0000950134-02-000439.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950134-02-000439 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020118 EFFECTIVENESS DATE: 20020118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEAN FOODS CO/ CENTRAL INDEX KEY: 0000931336 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 752559681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-75820 FILM NUMBER: 2512815 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE LB 30 STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 3811 TURTLE CREEK BLVD STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: SUIZA FOODS CORP DATE OF NAME CHANGE: 19941013 S-8 POS 1 d93606s-8pos.txt POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 As filed with the Securities and Exchange Commission on January 18, 2002. Registration No. 333-75820 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEAN FOODS COMPANY (Exact Name of Registrant as Specified in Its Charter) DELAWARE 75-2559681 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS, TEXAS 75201 (Address of Principal Executive Offices) ---------- DEAN FOODS COMPANY 1989 STOCK AWARDS PLAN DEAN FOODS COMPANY 1992 DIRECTOR STOCK AWARDS PLAN DEAN FOODS COMPANY 1996 DIRECTOR STOCK AWARDS PLAN DEAN FOODS COMPANY INDIVIDUAL NON-QUALIFIED STOCK OPTION AGREEMENTS (Full Title of the Plans) ---------- MICHELLE P. GOOLSBY COPY TO: EXECUTIVE VICE PRESIDENT WILLIAM A. MCCORMACK DEAN FOODS COMPANY HUGHES & LUCE, L.L.P. 2515 MCKINNEY AVENUE, SUITE 1200 1717 MAIN STREET, SUITE 2800 DALLAS, TEXAS 75201 DALLAS, TEXAS 75201 (214) 303-3400 (214) 939-5500 (Name, Address, and Telephone Number, including Area Code, of Agent for Service) ---------- CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE - ------------------- ------------- ---------------- ---------------- ------------ Common Stock, $0.01 par value 3,164,175(2) (3) (3) (3)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate amount of shares as may be required to cover possible adjustments under the plans and agreements covered hereby by reason of any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the registrant. (2) This Post-Effective Amendment No. 2 on Form S-8 to Amendment No. 1 to the Registration Statement on Form S-4 covers 3,164,175 shares of common stock, par value $0.01 per share (the "Common Stock"), of Dean Foods Company (the "Registrant") originally registered on Amendment No. 1 to the Registration Statement on Form S-4. (3) All filing fees payable in connection with the registration of these securities were paid in connection with the filing of the Registration Statement on Form S-4 on July 11, 2001 and Amendment No. 1 to the Registration Statement on Form S-4 on August 10, 2001 registering 18,509,450 shares of Common Stock of the Registrant, including the 3,164,175 shares being registered hereunder. EXPLANATORY STATEMENT We are filing this Post-Effective Amendment No. 2 to add the individual non-qualified stock option agreements referenced herein to the list of employee benefit plans of the former Dean Foods Company, a Delaware corporation ("Old Dean Foods"), listed in Post-Effective Amendment No. 1 under which shares of our common stock, $.01 par value per share, may be issued. The shares of common stock covered hereby were originally registered pursuant to our Registration Statement on Form S-4 (File No. 333-64936) filed in connection with our acquisition by merger of Old Dean Foods. We converted the registration of the shares of common stock issuable under Old Dean Foods' employee benefit plans to Form S-8 pursuant to Post-Effective Amendment No. 1 to Form S-4, which was filed with the Securities and Exchange Commission on December 21, 2001 ("Post-Effective Amendment No. 1"). Pursuant to an Agreement and Plan of Merger, dated as of April 4, 2001 (the "Merger Agreement"), among us (formerly known as Suiza Foods Corporation), Blackhawk Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary ("Blackhawk") and Old Dean Foods, at the effective time of the merger between Blackhawk and Old Dean Foods, each outstanding stock award originally issued by Old Dean Foods pursuant to the plans and agreements identified below and covering shares of Old Dean Foods common stock were converted into an award of or an option to acquire our common stock: Dean Foods Company 1989 Stock Awards Plan Dean Foods Company 1992 Director Stock Awards Plan Dean Foods Company 1996 Director Stock Awards Plan Dean Foods Company Individual Non-Qualified Stock Option Agreements Each outstanding stock award is exercisable for the number of shares of Old Dean Foods common stock to which the corresponding Old Dean Foods option or other stock based award was subject multiplied by 0.7521. We hereby amend our Registration Statement (the "Registration Statement") on Form S-4 (No. 333-64936), filed with the Securities and Exchange Commission on July 11, 2001, as amended by Amendment No. 1 to Form S-4 filed on August 10, 2001, as amended by Post-Effective Amendment No. 1 on Form S-8 filed on December 21, 2001, by filing this Post-Effective Amendment No. 2 on Form S-8 (the "Post-Effective Amendment") relating to 3,164,175 shares of our common stock issuable upon the exercise of stock awards issued under the Dean Foods Company 1989 Stock Awards Plan, the Dean Foods Company 1992 Director Stock Awards Plan, the Dean Foods Company 1996 Director Stock Awards Plan and the Dean Foods Company Individual Non-Qualified Stock Option Agreements identified herein. PART I ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the "Note" to Part I of Form S-8. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Dean Foods Company (the "Registrant") are incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000, which contains the Registrant's audited financial statements for the Registrant's last completed fiscal year (the "2000 Form 10-K"). (b) Quarterly Reports on Form 10-Q for the periods ended March 31, 2001, June 30, 2001, and September 30, 2001. (c) Current Reports on Form 8-K filed on April 5, 2001 (amended by Form 8-K/A filed on April 10, 2001), May 3, 2001 and January 7, 2002. (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A, dated February 19, 1997, (File Number 001-127-55), including any amendment or report filed for the purpose of updating such description. (e) The description of the Registrant's Common Stock purchase rights contained in the Registrant's Registration Statement on Form 8-A, dated March 10, 1998, (File Number 001-127-55), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. A partner with Hughes & Luce, L.L.P. beneficially owns 41,795 shares of common stock. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation provides that no director of the Registrant will be personally liable to the Registrant or any of its stockholders for monetary damages arising from the director's breach of fiduciary duty as a director, with certain limited exceptions. Pursuant to the provisions of Section 145 of the Delaware General Corporation Law, every Delaware corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, against any and all expenses, judgments, fines and amounts paid in settlement and reasonably incurred in connection with such action, suit or proceeding. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense and settlement expenses and not to any satisfaction of a judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct unless the court, in its discretion, believes that in light of all the circumstances indemnification should apply. The Registrant's Certificate of Incorporation contains provisions requiring it to indemnify its officers and directors to the fullest extent permitted by the Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-2 ITEM 8. EXHIBITS. 4.1+ Restated Certificate of Incorporation of the Registrant dated December 21, 2001. 4.2 Rights Agreement dated March 6, 1998 among the Registrant and Harris Trust & Savings Bank, as rights agent, which includes as Exhibit A the Form of Rights Certificate (incorporated by reference from the Registration Statement on Form 8-A filed on March 10, 1998 (File No. 1-12755)). 4.3* Form of Dean Foods Company Individual Non-Qualified Stock Option Agreements. 5.1+ Opinion of Hughes & Luce, L.L.P. 23.1+ Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1). 23.2* Consent of Deloitte & Touche LLP (for the Registrant). 24.1+ Power of Attorney (contained in signature page). - ---------- + Previously filed. * Filed herewith. ITEM 9. UNDERTAKINGS. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. II-3 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification by the Registrant against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas, on January 17, 2002. DEAN FOODS COMPANY By: /s/ Barry A. Fromberg -------------------------------------------- Barry A. Fromberg Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) II-5 POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- * Chief Executive Officer and Director January 17, 2002 - -------------------------------- (Principal Executive Officer) Gregg L. Engles /s/ BARRY A. FROMBERG Principal Financial and January 17, 2002 - -------------------------------- Accounting Officer Barry A. Fromberg * Vice Chairman of the Board January 17, 2002 - -------------------------------- Gregg L. Engles * Director January 17, 2002 - -------------------------------- Pete Schenkel * Director January 17, 2002 - -------------------------------- Hector M. Nevares * Director January 17, 2002 - -------------------------------- Alan Bernon * Director January 17, 2002 - -------------------------------- Tom Davis * Director January 17, 2002 - -------------------------------- Stephen L. Green * Director January 17, 2002 - -------------------------------- Joseph S. Hardin, Jr. * Director January 17, 2002 - -------------------------------- John Muse * Director January 17, 2002 - -------------------------------- P. Eugene Pender * Director January 17, 2002 - -------------------------------- Jim Turner *By: /s/ BARRY A. FROMBERG --------------------------- Attorney-In-Fact
II-6 INDEX TO EXHIBITS The following documents are filed as exhibits to this registration statement.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1+ Restated Certificate of Incorporation of the Registrant dated December 21, 2001. 4.2 Rights Agreement dated March 6, 1998 among the Registrant and Harris Trust & Savings Bank, as rights agent, which includes as Exhibit A the Form of Rights Certificate (incorporated by reference from the Registration Statement on Form 8-A filed on March 10, 1998 (File No. 1-12755)). 4.3* Form of Dean Foods Company Individual Non-Qualified Stock Option Agreements. 5.1+ Opinion of Hughes & Luce, L.L.P. 23.1+ Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1). 23.2* Consent of Deloitte & Touche LLP (for the Registrant). 24.1+ Power of Attorney (contained in signature page).
- ---------- + Previously filed. * Filed herewith. EX-4.3 3 d93606ex4-3.txt INDIVIDUAL NON-QUALIFIED STOCK OPTION AGREEMENTS EXHIBIT 4.3 FORM OF DEAN FOODS COMPANY NON-QUALIFIED STOCK OPTION AGREEMENTS The following individuals were granted non-qualified stock options for the purchase of shares of Dean Foods Company common stock at the exercise price(s) set forth below. Each option was granted on March 27, 1997 by the former Dean Foods Company ("Old Dean"), which was acquired by Suiza Foods Corporation (which subsequently changed its name to Dean Foods Company) effective December 21, 2001. The share amounts and exercise prices set forth below have been adjusted using the appropriate exchange ratios to reflect the terms of the acquisition of Old Dean. The form of the non-qualified stock option agreement relating to these stock options is attached hereto.
RECIPIENT NUMBER OF SHARES EXERCISE PRICE ($) --------- ---------------- ------------------ Eric Blanchard 1,694 37.41 2,120 30.41 5,168 36.57 5,029 42.55 Jenny Carpenter 1,186 36.57 1,154 42.55 Gary Corbett 1,347 36.57 1,310 42.55 Howard M. Dean 14,829 32.81 11,721 43.71 16,744 35.73 8,435 35.73 11,721 39.72 14,065 37.41 16,922 30.41 25,213 36.57 24,536 42.55 Gary Flickinger 159 37.41 1,053 30.41 2,761 36.57 2,686 42.55 Daniel Green 376 30.41 2,919 36.57 2,840 42.55 James Greisinger 535 35.73 1,854 37.41 2,203 30.41 5,414 36.57 5,269 42.55 Dale Hecox 1,069 37.41 3,395 30.41 William McManaman 2,573 30.41 5,841 36.57 5,684 42.55
1
RECIPIENT NUMBER OF SHARES EXERCISE PRICE ($) --------- ---------------- ------------------ George Muck 745 32.81 2,791 38.74 299 30.41 2,870 36.57 2,792 42.55 Douglas Parr 960 30.41 2,919 36.57 2,840 42.55 Dennis Purcell 342 30.41 2,919 36.57 2,840 42.55 Roger Ragland 2,330 42.55 Thomas Ravencroft 1,340 32.81 1,627 35.73 584 39.72 4,242 37.41 2,791 38.74 3,546 30.41 8,986 36.57 8,744 42.55
2 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT December 8, 1997 [RECIPIENT] [ADDRESS] Dear __________: I am pleased to advise you that on March 27, 1997 (the "Grant Date") the Compensation Committee of the Company's Board of Directors granted the following option, effective and speaking as of the grant date: 1. You are hereby granted the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of ________ shares of the Company's Common Stock, par value $1 per share (herein the "Option Shares") at a purchase price of $________ per Option Share. Your option is not granted under the Company's 1989 Stock Awards Plan, as amended. Your option is not intended to be, and will not be treated as, an "incentive stock option" as such term is defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Your option is irrevocable and will be exercisable as follows: (a) At any time after the first anniversary of the Grant Date, as to 33% of the Option Shares; (b) At any time after the second anniversary of the Grant Date, as to an additional 33% of the Option Shares; (c) At any time after the third anniversary of the Grant Date, as to all of the Option Shares; 1 (d) In the event of your death or disability during your employment, or upon your 65th birthday during your employment, prior to the expiration of your option, your option will thereupon be exercisable as to all of the then remaining Option Shares; and (e) In the event of any Change of Control prior to the expiration of your option, your option will thereupon be exercisable as to all of the then remaining Option Shares. A "Change of Control" will be deemed to have occurred if: (i) there is a change in control of the Company that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii) any person or entity (which includes any "group" as such term is used in Section 13(d)(3) of the Exchange Act) is, directly or indirectly, the "beneficial owner" (as such term is used in Rule 13d-3 under the Exchange Act) of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities (computed as described in such Rule); or (iii) a majority of the members of any class of directors of the Company are persons who were neither nominated by the Board for election by the stockholders nor elected by the Board to fill vacancy(ies) on the Board; or (iv) the Company (or any substantial portion of its assets) is combined with or acquired by another person or other entity; provided, however, that (v) no "Change of Control" shall be deemed to have occurred with respect to any transaction (or series of transactions) which shall have been approved in advance by a majority of the Board, exclusive of members who are employed by or otherwise affiliated with the person or other entity seeking to effect the Change of Control; (vi) a "Change of Control" shall not include any acquisition of voting 2 stock by any underwriting syndicate or underwriter for so long as such syndicate or underwriter holds the voting stock for distribution to the public pursuant to an underwriting agreement between the Company and such syndicate or underwriter; and (vii) a "Change of Control" shall not include any acquisition by any defined contribution plan which is qualified pursuant to the applicable provisions of the Code and is maintained for the benefit of the employees of the Company and/or its subsidiaries. Except as otherwise provided in paragraph 3 hereof, your option will expire on the tenth anniversary of the Grant Date. Each time you wish to exercise your option to purchase Option Shares, you must give the Company written notice of exercise (attention Secretary), which notice must specify the number of full Option Shares to be purchased and the purchase price to be paid therefor. You may exercise your option with respect to all or any part of the Option Shares as to which your option has become exercisable, but you may not exercise your option as to a fraction of a full share. Your written notice of exercise must be accompanied by payment in full of the purchase price, in the form of cash or a check, bank draft or money order payable to the order of the Company or shares of Company Common Stock already owned by you (valued at the fair market value thereof on the date of exercise) or a combination thereof. 3. (a) Except as hereinafter set forth in this paragraph 3: (i) if your employment with the Company terminates on or before your 60th birthday for any reason other than your death or disability, you must exercise your option within one (1) year after the date of such termination, to the extent to which your option is exercisable at the date of such termination, but not after the tenth anniversary of the Grant Date; and (ii) if your employment with the Company terminates 3 because of your death or disability or terminates for any other reason after you have reached age sixty, your option must be exercised within five (5) years after the date of such termination (in the event of your death, by your estate or by the person who acquired the right to exercise your option by bequest or inheritance or by reason of the laws of descent and distribution), to the extent to which your option is exercisable at the date of such termination, but not beyond the tenth anniversary of the Grant Date. If at any time you take an authorized leave of absence, the Committee may (but need not) determine that for this purpose you will be deemed to continue in the Company's or a subsidiary's employment. (b) You may not under any circumstances exercise your option following termination of employment if you are discharged because of fraud, embezzlement, insubordination or other misconduct seriously detrimental to the Company or any subsidiary of the Company. The determination of whether or not you have been discharged for any of the reasons specified in the preceding sentence will be made by the Committee, and the Committee's determination will be binding and conclusive on the Company and you. (c) In any event, if you are a member of the Board or an officer of the Company, your option may not be exercised during the first six months after it is granted, except in the event of your death or disability prior to the expiration of such six-month period. 4. Exercise of your option may be suspended if the Board of Directors or the Committee determines that securities exchange listing or registration or qualification under any securities laws is required in connection therewith and has not been completed on terms acceptable to the Board of Directors or the Committee. 4 5. In the event of any Change of Control prior to the expiration of your option, you may, at any time during the 90 days following such event (but not after the expiration of your option), in lieu of exercising your option, surrender your option to the Company and receive therefor a cash payment equal to the excess of (i) the highest aggregate fair market value, during the period beginning 30 days before and ending 30 days after such event, of the Option Shares as to which your option is surrendered, over (ii) the option price of such Option Shares. If you wish to so surrender your option, you must give the Company written notice of surrender (attention Secretary), which notice must specify the number of Option Shares which then remain subject to your option. 6. By executing this Agreement, you agree that you will not reoffer, resell or otherwise dispose of any Option Shares in any manner which would violate the Securities Act of 1933 or any other federal or state securities law, and further agree to reimburse the Company for any loss, damage or expense of any kind which it may suffer by reason of any breach at any time of such agreement, including but not limited to any liabilities which the Company may have under the Securities Act of 1933 or any other federal or state securities law. You hereby agree that the Company has no obligation to you to effect any registration of any Option Shares under the Securities Act of 1933 or any other federal or state securities law or, if any such registration is effected, to keep such registration effective or current. 7. (a) In the event of any reorganization, recapitalization, reclassification, merger, consolidation, or sale of all or substantially all of the Company's assets followed by liquidation, which is effected in such a way that holders of the Company's Common Stock are entitled to receive securities or other assets with respect to or in exchange for the Company's Common Stock (an "Organic Change"), the Committee shall make appropriate changes to insure that your option thereafter 5 represents the right to acquire, in lieu of or in addition to the shares of the Company's Common Stock immediately theretofore acquirable upon exercise, such securities or assets as may be issued or payable with respect to or in exchange for an equivalent number of shares of the Company's Common Stock; and in the event of any stock dividend, stock split or combination of shares, the Committee shall make appropriate changes in the number of shares covered by your option and the exercise price specified herein (and in the event of a spinoff, the Committee may make similar changes), in order to prevent the dilution or enlargement of your option rights. However, no right to purchase or receive a fraction of a share shall be created; and if, as a result of any such change, a fractional share would result or the right to purchase or receive the same would result, the number of shares in question shall be decreased to the next lower whole number of shares. (b) As used in this Agreement, the term "Option Shares" includes, in addition to the shares described in the first paragraph hereof as the shares subject to your option, any other shares or other securities which may be issued as a result of subparagraph (a). 8. Your option will not be assignable or transferable by you other than by will or by the laws of descent and distribution, and during your lifetime will be exercisable only by you or your legal representative. 9. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company in care of its Secretary at 3600 North River Road, Franklin Park, Illinois 60131, and any notice to be given to you will be addressed to you at the address given beneath your signature hereto, or at such other address as you may direct in writing. Any such notice will be deemed to have been duly given if and when enclosed 6 in a properly sealed envelope addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government. 10. The Company may withhold from any amount owed to you by the Company (or may require a subsidiary or other affiliate to withhold from any amount owed to you by it and remit to the Company), or may require you to remit to the Company, an amount sufficient to satisfy any withholding or other tax due with respect to any shares to be issued by the Company upon the exercise of your option and/or any payment to be made by the Company upon exercise or surrender of your option, and the Committee may defer the issuance of such shares and/or the making of such payment unless indemnified to its satisfaction. 11. Nothing in this Agreement confers any right on you to continue in the employ of the Company or any subsidiary or other affiliate or affects in any way the right of the Company or any subsidiary or other affiliate, as the case may be, to terminate your employment at any time. 12. This Agreement will be binding upon and inure to the benefit of any successor or successors of the Company. In order to evidence the grant of your option, please execute the extra copy of this Agreement in the space provided and return the same to the Company, whereupon this Agreement will constitute a binding option agreement between us. Very truly yours, DEAN FOODS COMPANY ---------------------------------- Howard M. Dean, Chairman 7 The undersigned hereby acknowledges that the undersigned has carefully read all of the provisions in this Agreement, including, without limitation, the provision of paragraph 6 hereof regarding the effect of the undersigned's execution of this Agreement. The undersigned hereby agrees to be bound by all provisions set forth in this Agreement and the Plan. NAME: ---------------------------- [RECIPIENT] ADDRESS: [ADDRESS] SOCIAL SECURITY #: ---------------------------- DATED: ---------------------------- 8 EX-23.2 4 d93606ex23-2.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 2 on Form S-8 to Registration Statement No. 333-64936 on Form S-4 of our reports dated February 8, 2001 (March 30, 2001 as to Note 3), appearing in the Annual Report on Form 10-K of Dean Foods Company (formerly known as Suiza Foods Corporation) for the year ended December 31, 2000. /s/ Deloitte & Touche LLP Dallas, Texas January 17, 2002 -----END PRIVACY-ENHANCED MESSAGE-----