-----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, Fub6CBBPsCgNm/HtVH6MnaK81HHxkosS1XqBceU3JpQoXvLZWhVRCGU6FjAS0SW1 KWN/1E/mWVyiUcT/APxM3g== 0001179307-08-000154.txt : 20081121 0001179307-08-000154.hdr.sgml : 20081121 20081121175216 ACCESSION NUMBER: 0001179307-08-000154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081121 FILED AS OF DATE: 20081121 DATE AS OF CHANGE: 20081121 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: 081208668 BUSINESS ADDRESS: BUSINESS PHONE: 214-303-3400 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVE STREET 2: SUITE 1200 CITY: DALLAS STATE: TX ZIP: 75201 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: DEAN FOODS CO/ DATE OF NAME CHANGE: 20011221 FORMER COMPANY: FORMER CONFORMED NAME: SUIZA FOODS CORP DATE OF NAME CHANGE: 19941013 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2008-11-21 0000931336 DEAN FOODS CO DF 0001033927 ENGLES GREGG L 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS TX 75201 1 1 0 0 Chairman of the Board and Forward sale contract (obligation to sell) 2008-11-21 4 J 1 950000 A 2009-11-19 2009-11-19 Common Stock 950000 950000 D Non-Qualified Stock Option (right to buy-DF002188) 14.2466 2004-01-06 2013-01-06 Common Stock 604968 604968 D Non-Qualified Stock Option (right to buy-DV000987) 14.2466 2004-01-06 2013-01-06 Common Stock 284032 284032 D Non-Qualified Stock Option (right to buy-T0000656) 14.2466 2004-01-06 2013-01-06 Common Stock 40836 40836 D Non-Qualified Stock Option (right to buy-DV000992) 14.2466 2004-01-06 2013-01-06 Common Stock 19173 19173 D Non-Qualified Stock Option (right to buy-TU000181) 17.9107 2005-01-13 2014-01-13 Common Stock 1570 1570 D Non-Qualified Stock Option (right to buy-DV000991) 17.9107 2005-01-13 2014-01-13 Common Stock 737 737 D Non-Qualified Stock Option (right to buy-TU000183) 17.9107 2005-01-13 2014-01-13 Common Stock 208 208 D Non-Qualified Stock Option (right to buy-DV000976) 17.9107 2005-01-13 2014-01-13 Common Stock 98 98 D Non-Qualified Stock Option (right to buy-DF003303) 17.9107 2005-01-13 2014-01-13 Common Stock 320791 320791 D Non-Qualified Stock Option (right to buy-DV000975) 17.9107 2005-01-13 2014-01-13 Common Stock 150611 150611 D Non-Qualified Stock Option (right to buy-T0000901) 17.9107 2005-01-13 2014-01-13 Common Stock 40504 40504 D Non-Qualified Stock Option (right to buy-DV000989) 17.9107 2005-01-13 2014-01-13 Common Stock 19017 19017 D Non-Qualified Stock Option (right to buy-TU000182) 18.3014 2006-01-07 2015-01-07 Common Stock 321 321 D Non-Qualified Stock Option (right to buy-DV000977) 18.3014 2006-01-07 2015-01-07 Common Stock 151 151 D Non-Qualified Stock Option (right to buy-DF902595) 18.3014 2006-01-07 2015-01-07 Common Stock 282768 282768 D Non-Qualified Stock Option (right to buy DV000986) 18.3014 2006-01-07 2015-01-07 Common Stock 132760 132760 D Non-Qualified Stock Option (right to buy-T0000619) 18.3014 2006-01-07 2015-01-07 Common Stock 52104 52104 D Non-Qualified Stock Option (right to buy-DV000993) 18.3014 2006-01-07 2015-01-07 Common Stock 24463 24463 D Non-Qualified Stock Option (right to buy-DF004886) 25.6821 2007-01-13 2016-01-13 Common Stock 433122 433122 D Non-Qualified Stock Option (right to buy-DV000978) 25.6821 2007-01-13 2016-01-13 Common Stock 203351 203351 D Non-Qualified Stock Option (right to buy-DF005346) 30.1121 2008-02-12 2017-02-12 Common Stock 243741 243741 D Non-Qualified Stock Option (right to buy-DV000981) 30.1121 2008-02-12 2017-02-12 Common Stock 114436 114436 D On November 21, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 950,000 shares of Dean Foods common stock (or, at the reporting person's election, an equivalent amount of cash) ratably based on the market price of Dean Foods common stock measured over a 4-day period consisting of November 19, 20, 23 and 24, 2009 (each, a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568.13 as of the date of entering into the contract. [CONTINUED ON NEXT FOOTNOTE] The reporting person has pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity is to be determined as follows: (a) if the closing price of Dean Foods common stock on each Valuation Date (each, a "Settlement Price") is less than or equal to $13.9981 (the "Initial Share Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (b) if the Settlement Price is greater than the Initial Share Price but less than or equal to $18.8974 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares times (y) the Initial Share Price divided by the Settlement Price; [CON TINUED ON NEXT FOOTNOTE] and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of shares of Dean Foods common stock equal to the product of (x) the Pledged Shares times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. FIRST OF TWO (2) FORM 4s FILED ON THIS SAME DATE. Angela B. Miro, Attorney In Fact 2008-11-21 -----END PRIVACY-ENHANCED MESSAGE-----