-----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, AcZ1HyTkMdjFD+thBBRf8jzbbr7Y9dB3nMHL21EbPX91HB6fFRDyynCfhtoM6PFp MYBtX/qtspJ69uYunHIMUA== 0001353605-08-000089.txt : 20080702 0001353605-08-000089.hdr.sgml : 20080702 20080702181716 ACCESSION NUMBER: 0001353605-08-000089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080629 FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS TOM C CENTRAL INDEX KEY: 0001179317 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12755 FILM NUMBER: 08935931 BUSINESS ADDRESS: STREET 1: THE CONCORDE GROUP, LTD. STREET 2: 500 CRESCENT COURT, SUITE 270 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-303-3400 MAIL ADDRESS: STREET 1: DEAN FOODS COMPANY STREET 2: 2515 MCKINNEY AVE STE 1200 CITY: DALLAS STATE: TX ZIP: 75201 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2008-06-29 0000931336 DEAN FOODS CO DF 0001179317 DAVIS TOM C 500 CRESCENT COURT SUITE 270 DALLAS TX 75201 1 0 0 0 Common Stock 2008-06-29 4 M 0 850 0 A 27235 D Common Stock 2008-06-30 4 A 0 1163 0 A 28398 D Common Stock 2008-06-30 4 M 0 850 0 A 29248 D Common Stock 2008-06-30 4 M 0 399 0 A 29647 D Common Stock 2008-06-30 4 M 0 850 0 A 30497 D Common Stock 2008-06-30 4 M 0 399 0 A 30896 D Non-Qualified Stock Option (right to buy SF002502) 10.1707 2001-06-29 2011-06-29 Common Stock 22500 22500 D Non-Qualified Stock Option (right to buy DV000783) 10.1707 2001-06-29 2011-06-29 Common Stock 10564 10564 D Non-Qualified Stock Option (right to buy T0000644) 10.1707 2001-06-29 2011-06-29 Common Stock 4146 4146 D Non-Qualified Stock Option (right to buy DV000785) 10.1707 2001-06-29 2011-06-29 Common Stock 1947 1947 D Non-Qualified Stock Option (right to buy DF002165) 14.2351 2002-07-01 2012-07-01 Common Stock 22500 22500 D Non-Qualified Stock Option (right to buy DV000790) 14.2351 2002-07-01 2012-07-01 Common Stock 10564 10564 D Non-Qualified Stock Option (right to buy T0000653) 14.2351 2002-07-01 2012-07-01 Common Stock 4146 4146 D Non-Qualified Stock Option (right to buy DV000791) 14.2351 2002-07-01 2012-07-01 Common Stock 1947 1947 D Non-Qualified Stock Option (right to buy DF002875) 18.1003 2003-06-30 2013-06-30 Common Stock 7500 7500 D Non-Qualified Stock Option (right to buy DV000789) 18.1003 2003-06-30 2013-06-30 Common Stock 3521 3521 D Non-Qualified Stock Option (right to buy T0000782) 18.1003 2003-06-30 2013-06-30 Common Stock 1382 1382 D Non-Qualified Stock Option (right to buy DV000784) 18.1003 2003-06-30 2013-06-30 Common Stock 649 649 D Non-Qualified Stock Option (right to buy DF003663) 21.4389 2004-06-30 2014-06-30 Common Stock 7500 7500 D Non-Qualified Stock Option (right to buy DV000788) 21.4389 2004-06-30 2014-06-30 Common Stock 3521 3521 D Non-Qualified Stock Option (right to buy T0000792) 21.4389 2004-06-30 2014-06-30 Common Stock 1382 1382 D Non-Qualified Stock Option (right to buy DV000787) 21.4389 2004-06-30 2014-06-30 Common Stock 649 649 D Non-Qualified Stock Option (right to buy DF905917) 23.9808 2005-06-30 2015-06-30 Common Stock 7500 7500 D Non-Qualified Stock Option (right to buy DV000786) 23.9808 2005-06-30 2015-06-30 Common Stock 3521 3521 D Non-Qualified Stock Option (right to buy DF005290) 25.3078 2006-06-30 2016-06-30 Common Stock 7500 7500 D Non-Qualified Stock Option (right to buy DV000792) 25.3078 2006-06-30 2016-06-30 Common Stock 3521 3521 D Non-Qualified Stock Option (right to buy DF005995) 31.87 2007-06-29 2017-06-29 Common Stock 7500 7500 D Non-Qualified Stock Option (right to buy) 19.62 2008-06-30 4 A 0 7500 0 A 2008-06-30 2018-06-30 Common Stock 7500 7500 D Restricted Stock Units (DF905928) 0 2008-06-30 4 M 0 850 0 D 2006-06-30 2015-06-30 Common Stock 850 0 D Restricted Stock Units (DV005398) 0 2008-06-30 4 M 0 399 0 D 2006-06-30 2015-06-30 Common Stock 399 0 D Restricted Stock Units (DU003816) 0 2008-06-30 4 M 0 850 0 D 2007-06-30 2016-06-30 Common Stock 850 850 D Restricted Stock Units (DV005202) 0 2008-06-30 4 M 0 399 0 D 2007-06-30 2016-06-30 Common Stock 399 399 D Restricted Stock Units (DU003927) 0 2008-06-29 4 M 0 850 0 D 2008-06-29 2017-06-29 Common Stock 850 1700 D Restricted Stock Units 0 2008-06-30 4 A 0 2550 0 A 2009-06-30 2018-06-30 Common Stock 2550 2550 D Represents shares of common stock of the Issuer vested on the first annual vesting date of a 06/29/2007 award of Restricted Stock Units ("RSUs"). These are restricted shares issued under the Issuer's 2007 Stock Incentive Plan in payment of fees owed for services as an independent director. All such shares are subject to vesting in three equal increments, with the first vesting occurring as of the date the shares were issued and then annually thereafter. Represents shares of common stock of the Issuer vested on the third annual vesting date of a 06/30/2005 award of RSUs. Represents shares of common stock of the Issuer vested on the second annual vesting date of a 06/30/2006 award of RSUs. The options were automatically granted under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and are fully vested and immediately exercisable upon grant. The options were granted automatically under the Issuer's 2007 Stock Incentive Plan, and are fully vested and immediately exercisable upon grant. The reporting person has received an award of RSUs, which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the RSU Award Agreement. The RSUs vest annually, on a prorata basis, over a three year period beginning on the first anniversary date of the grant. Katherine K. Connell, Attorney-In-Fact 2008-07-02 EX-24 2 attach_2.htm REPLACES POWER OF ATTORNEY ON FILE.
POWER OF ATTORNEY



      Know all by these presents that the undersigned hereby constitutes and appoints each of Steven J. Kemps, Rachel A. Gonzalez, Kristen N. Cunningham, Angela B. Miro, Katherine K. Connell and Marilyn M. Miville the undersigned's true and lawful attorney-in-fact to:



1. execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of Dean Foods Company (previously known as Suiza Foods Corporation) (the Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



      The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done, or shall lawfully have already done or caused to be done, by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.



      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of May 2008.



  /s/ Tom C. Davis

(Signature)



Tom C. Davis

Typed Name



I:\SEC (Securities)\SEC-16\PWRATTY-DAVIS-0508.DOC



-----END PRIVACY-ENHANCED MESSAGE-----