-----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, SwDY+YhZTroqb04BQuVaJx4vKIS+X23zXk9trd+4TWTUIGk4uyB+Lx54p9HXPvyH y/rHUIJJSE2fQoVjkpi5QQ== 0001353605-09-000121.txt : 20091123 0001353605-09-000121.hdr.sgml : 20091123 20091123183016 ACCESSION NUMBER: 0001353605-09-000121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091119 FILED AS OF DATE: 20091123 DATE AS OF CHANGE: 20091123 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: 091202859 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 2009-11-19 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 Common Stock 2009-11-19 4 J 1 208573 D 3002641 D Common Stock 2009-11-20 4 J 1 206245 D 2796396 D Common Stock 2009-11-23 4 J 1 204084 D 2592312 D Forward Sale Contract (obligation to sell) 2009-11-19 4 J 1 208573 0 D 2009-11-19 2009-11-19 Common Stock 950000 0 D Forward Sale Contract (obligation to sell) 2009-11-20 4 J 1 206245 0 D 2009-11-20 2009-11-20 Common Stock 950000 0 D Forward Sale Contract (obligation to sell) 2009-11-23 4 J 1 204084 0 D 2009-11-23 2009-11-23 Common Stock 950000 0 D On November 19, 20 and 23rd, 2009, the reporting person's settlement obligations became fixed under the first three of the four respective components of the prepaid variable forward sale contract that was entered into on November 21, 2008, by the reporting person with an unaffiliated third party buyer. The contract obligated 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 over a four-day period consisting of November 19, 20, 23 and 24 (each a "Valuation Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $11,138,568 as of the date of entering into the contract. The reporting person pledged 950,000 shares of Dean Foods common stock (the "Pledged Shares") to secure his obligations under the contract, [CONTINUED ON NEXT FOOTNOTE] and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contract provided that the number of shares of Dean Foods common stock to be delivered by the reporting person to the buyer at maturity with respect to each Valuation Date would be determined as follows: (a) if the closing price of Dean Foods common stock on a 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 allocable to such date; (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 allocable to such date times (y) the Initial Share Price divided by the Settlement Price; [CONTINUED 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 allocable to such date times (y) the quotient of (i) the Initial Share Price + (Settlement Price minus Cap Price), divided by (ii) the Settlement Price. On November 19, 2009, the Settlement Price was $15.94. On November 20, 2009, the Settlement Price was $16.12. On November 23, 2009, the Settlement Price was $16.29. Accordingly the reporting person delivered to the buyer an aggregate of 618,902 shares of Dean Foods common stock with respect to the first three Valuation Dates set forth above. Katherine K. Connell, Attorney In Fact 2009-11-23 -----END PRIVACY-ENHANCED MESSAGE-----