-----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, T4VJZcZhPLmr3Evey56GukWbYuH0GRJW9SUvrMcJ9OB1QMB9TSG3j8ZzcCYw1hSv Gqxa13eb74ygrGP18WClTw== 0001033927-03-000022.txt : 20031112 0001033927-03-000022.hdr.sgml : 20031111 20031112111712 ACCESSION NUMBER: 0001033927-03-000022 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030616 FILED AS OF DATE: 20031112 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12755 FILM NUMBER: 03991727 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVE STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-303-3400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 4/A 1 edgar.xml PRIMARY DOCUMENT X0201 4/A2003-06-162003-06-18 0000931336 DEAN FOODS CO/ DF 0001033927 ENGLES GREGG L 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS TX 75201 1100Chaiman of the Board & CEOCommon Stock2003-06-164J024657027.39D2228860DCommon Stock2003-06-174J031273227.4229D1916128D< /directOrIndirectOwnership>Forward Sale Agreement02003-06-164J03000000D2003-06-162003-06-16Common Stock3000000DForward Sale Agreement02003-06-174J03750000D2003-06-172003-06-17Common Stock3750000DOn June 11, 2002, Mr. Engles entered into a previously reported prepaid variable forward contract with Bank of America Securities (the "BOA Contract") related to the disposition by Mr. Engles of up to 300,000 shares (as adjusted for the 6/9/2003 3-for-2 stock split) of D ean Foods common stock. The shares settled on June 16, 2003 (the "BOA Settle Date"). The settlement of the BOA Contract is deemed exempt from Section 16(b) of the Securities Exchange Act.Upon signing the BOA Contract, Mr. Engles received $6,754,734 in exchange for a promise to deliver up to 300,000 (split-adjusted) shares on the BOA Settle Date depending on the closing price of Dean's common stock on the BOA Settle Date (the "BOA Settle Price") as follows (as split adjusted): (i) 300,000 if the BOA Settle Price is less than or equal to $25.0175, (ii) if the BOA Settle Price is less than or equal to $31.622 but greater than $25.0175, 300,000 times a number equal to $25.0175 divided by the BOA Settle Price, and (iii) if the BOA Settle Price is greater than or equal to $31.622, shares equal to one minus a fraction with a numerator equal to the excess of $31.622 over $25.0175 and a denominator of the BOA Settle Price. Accordingly, Mr. Engles was required to del iver 246,570 shares on the BOA Settle Date.On June 11, 2002, Mr. Engles entered into a previously reported prepaid variable forward contract with Bear Stearns (the "Bear Contract") related to the disposition by Mr. Engles of up to 750,000 shares (split-adjusted) of Dean Foods common stock. 375,000 of those shares settled on June 9, 2003 and have been previously reported. The remaining 375,000 shares settled on June 17, 2003. The settlement of the Bear Contract is deemed exempt from Section 16(b) of the Securities Exchange Act.Amended to correct the total number of shares owned after reported transactions to include 125,140 shares gained in the 3-for-2 split on June 10, 2003. Original filing did not include split of shares held on record date, May 23, 2003 that were sold or transferred on or before June 10, 2003, the date the split shares were recognized.Upon signing the Bear Contract, Mr. Engles received $17, 152,050 in exchange for a promise to deliver up to 750,000 shares (split-adjusted) in June 2003 depending on (i) the closing price of Dean's common stock on the two settlement dates and (ii) a previously reported formula. According to that formula, on the second and final settlement date under the Bear Contract, Mr. Engles was required to deliver 312,732 shares of Dean Foods common stock on June 17, 2003.Gregg L. Engles2003-11-11 -----END PRIVACY-ENHANCED MESSAGE-----