-----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, UKFSIbgK1GLhiD0Dc/Qsi6e35SrLb7MnjBLOMWKfQnlSzghkKhtzq4RBkdsGb85+ DKeuUrcQmahoUxPDopOE9w== 0001033927-03-000012.txt : 20030611 0001033927-03-000012.hdr.sgml : 20030611 20030611165102 ACCESSION NUMBER: 0001033927-03-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030609 FILED AS OF DATE: 20030611 ISSUER: 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 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: 2515 MCKINNEY AVENUE LB 30 STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SUIZA FOODS CORP DATE OF NAME CHANGE: 19941013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENGLES GREGG L CENTRAL INDEX KEY: 0001033927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12755 FILM NUMBER: 03740990 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: 9TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2145289922 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 4 1 edgar.xml PRIMARY DOCUMENT X0101 42003-06-09 0000931336 DEAN FOODS CO/ DF 0001033927 ENGLES GREGG L 1100Chaiman of the Board & CEOCommon Stock2003-06-094J020883041.067D1566860DForward Sale Agreement02003-06-094J02500000D2003-06-092003-06-17Common Stock250000250000DOn June 11, 2002, Mr. Engles entered into a previously reported prepaid variable forward contract (the "Contract") with Bear Stearns related to the disposition by Mr. Engles of up to 500,000 shares of Dean Foods common stock (or 750,000 shares if adjusted for the 3-for-2 stock split effected AFTER the market closed on June 9, 2003). 250,000 of those shares (or 375,000 split-adjusted shares) settled on June 9, 2003 (the "Settlement Date"). The settlement of the Contract is deemed exempt from Section 16 (b) of the Securities Exchange Act. Upon signing the Contract, Mr. Engles received $17,152,050 in exchange for his agreement to deliver up to 500,000 shares (750,000 split-adjusted shares) to Bear Stearns in June 2003 depending on the closing price of Dean Foods??? common stock on the settlement date (the "Settlement Price") as follows: (i) 500,000 shares (750,000 split-adjusted shares) if the Settlement Price is less than or equal to $38.115 ($25.41 if split-adjusted) (the "Floor"), (ii) if the Settlement Price is less than or equal to $48.1744 ($32.116 as split-adjusted) (the "Cap") but greater than the Floor, shares equal to 500,000 (750,000 if split-adjusted) times the number equal to the Floor divided by the Settlement Price, and (iii) if the Settlement Price is greater than or equal to the Cap, shares equal to 500,000 (750,000 if split-adjusted) times (a) divided by (b), where (a) equals the Floor plus the Settlement Pric e minus the Cap, and (b) equals the Settlement Price .On the Settlement Date, the closing price per share of Dean Foods??? common stock (the "Settlement Price") was $45.63 (or $30.42 if split-adjusted), which was greater than the Floor price established in the Contract of $38.115 (or $25.41 if split-adjusted). Accordingly, the Contract required Mr. Engles to deliver to Bear Stearns on the Settlement Date 208,830 shares of Dean Foods common stock (or 313,245 split-adjusted shares). Mr. Engles was not obligated to deliver 41,170 (61,755 split-adjusted shares), and therefore those shares were retained.The remaining 250,000 shares (or 375,000 split-adjusted shares) subject to the Contract will settle on June 17, 2003. Mr. Engles also has another, unrelated prepaid variable forward contract (with Bank of America) related to the disposition of up to 200,000 shares (or 300,000 split-adjusted shares) of Dean Foods common stock that will s ettle on June 16, 2003.Gregg L. Engles2003-06-09 -----END PRIVACY-ENHANCED MESSAGE-----