0001547137-13-000134.txt : 20131119 0001547137-13-000134.hdr.sgml : 20131119 20131119170035 ACCESSION NUMBER: 0001547137-13-000134 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131115 FILED AS OF DATE: 20131119 DATE AS OF CHANGE: 20131119 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: 2711 N. HASKELL AVENUE STREET 2: SUITE 3400 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2711 N. HASKELL AVENUE STREET 2: SUITE 3400 CITY: DALLAS STATE: TX ZIP: 75204 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: Tanner Gregg A CENTRAL INDEX KEY: 0001370002 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12755 FILM NUMBER: 131230668 MAIL ADDRESS: STREET 1: THE HERSHEY COMPANY STREET 2: 100 CRYSTAL A DRIVE CITY: HERSHEY STATE: PA ZIP: 17033 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-11-15 0000931336 DEAN FOODS CO DF 0001370002 Tanner Gregg A 2711 NORTH HASKELL AVENUE SUITE 3400 DALLAS TX 75204 1 1 0 0 Chief Executive Officer Common Stock 2013-11-15 4 M 0 32318 0 A 113565 D Common Stock 2013-11-15 4 F 0 13558 18.26 D 100007 D Restricted Stock Units (DU705717) 0 2013-11-15 4 M 0 32318 0 D 2013-11-15 2022-11-15 Common Stock 32318 64635 D The reporting person received a total of 32,318 shares of Common Stock of the Issuer pursuant to the vesting provisions in the award of restricted stock units. A total of 13,558 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 18,760 net shares of Common Stock. On August 26, 2013, the common stock of Dean Foods Company was adjusted to reflect a 1-for-2 reverse stock split. This line item reports the number of shares beneficially owned by the reporting person after adjustment for the reverse stock split, including the reporting person's receipt of cash in lieu of fractional shares. These restricted stock units have been adjusted (a) to preserve the intrinsic value of awards existing prior to the spin-off of a portion of the Issuer's ownership interest in The WhiteWave Foods Company on May 23, 2013; and (b) to reflect the reverse stock split on August 26, 2013. On November 15, 2012, the reporting person received an award of restricted stock units, which is the right to receive shares of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a pro rata basis, over a three year period beginning on the first anniversary of the grant date. Carman M. Callahan, Attorney-in-Fact 2013-11-19 EX-24 2 attach_1.htm

POWER OF ATTORNEY



      Know all by these presents that the undersigned hereby constitutes and appoints each of

Rachel A. Gonzalez, Brian J. Willey, Carman M. Callahan, Kay F. Stockler and Denise Ebeling 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 5th day of November, 2013.



/s/ Gregg A. Tanner

(Signature)



Gregg A. Tanner

Typed Name









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