SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 7, 2002 (December 21, 2001)
[DEAN FOODS LOGO]
Dean Foods Company
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-12755 75-2559681
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
2515 McKinney Avenue, LB 30, Suite 1200
Dallas, Texas 75201
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(214) 303-3400
Suiza Foods Corporation
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(FORMER NAME, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 21, 2001 we completed our previously reported acquisition
of Dean Foods Company ("Old Dean"). As a result of this transaction,
Old Dean was merged with and into our wholly-owned subsidiary,
Blackhawk Acquisition Corp. Blackhawk Acquisition Corp. survived the
merger and immediately changed its name to "Dean Holding Company." Also
on December 21, 2001, immediately after completion of the merger, we
changed our name to Dean Foods Company.
As a result of the merger, each share of common stock of Old Dean was
converted into 0.429 shares of our common stock and the right to
receive $21.00 in cash.
Also on December 21, 2001, and in connection with our acquisition of
Old Dean, we repurchased Dairy Farmers of America's 33.8% stake in
Suiza Dairy Group, L.P., our subsidiary, for consideration consisting
of: (1) approximately $145 million in cash, (2) a contingent promissory
note in the original principal amount of $40 million, and (3) the
operations of eleven plants located in nine states where we and Old
Dean had overlapping operations. As additional consideration, we
amended a milk supply agreement with Dairy Farmers of America to
provide that if we do not, within a specified period following the
completion of our acquisition of Old Dean, offer Dairy Farmers of
America the right to supply raw milk to certain of the Old Dean dairy
plants, we could be required to pay liquidated damages of up to $47
million. As a result of this transaction, we now own 100% of our Dairy
Group.
The plants divested included: (i) our Burger Dairy operations based in
New Paris, Indiana; (ii) our Coburg Dairy operations based in N.
Charleston, South Carolina (which was an operation of Old Dean); (iii)
our Cream O'Weber operations based in Salt Lake City, Utah (which was
an operation of Old Dean); (iv) our Flav-O-Rich Dairies operations
based in London, Kentucky and Bristol, Virginia; (v) our H. Meyer Dairy
operations based in Cincinnati, Ohio (which was an operation of Old
Dean); (vi) our Huntsville Dairy operations based in Huntsville,
Alabama; (vii) our Oberlin Farms (Dairymen's) operations based in
Cleveland, Ohio; (viii) our U.C. Milk ("Goldenrod") operations based in
Madisonville, Kentucky (which was an operation of Old Dean); and (ix)
our Velda Farms operations based in Miami, Florida and Winterhaven,
Florida. The divested plants were acquired by National Dairy Holdings,
LP, as the assignee of Dairy Farmers of America.
We financed the cash portion of the consideration paid to the
shareholders of Old Dean, as well as the cash portion of the purchase
price for Dairy Farmers of America's 33.8% interest in Suiza Dairy
Group, L.P., primarily with borrowings under a new $2.7 billion credit
facility provided by a syndicate of banks led by First Union National
Bank, as administrative agent, Bank One, N.A., as syndication agent,
First Union Securities, Inc. and Banc One Capital Markets , Inc., as
co-lead arrangers and joint book runners, and Fleet National Bank,
Harris Trust and Savings Bank and SunTrust Bank, as co-documentation
agents. This facility, which replaces our former parent-level credit
facility and the former Suiza Dairy Group credit facility, provides us
with a revolving line of credit of up to $800 million to be used for
general corporate and working capital purposes
(including the financing of acquisitions and stock buybacks, subject to
certain limitations contained in the credit facility documents) and
two term loans in the amounts of $900 million and $1 billion,
respectively. Both term loans were fully funded at closing and used (1)
to fund the cash portion of the merger consideration paid to the
shareholders of Old Dean and various related fees and expenses, (2) to
pay the cash portion of the purchase price to acquire Dairy Farmers of
America's partnership interest in Suiza Dairy Group, L.P., and (3) to
refinance certain outstanding indebtedness of our subsidiaries,
including Old Dean. No funds were borrowed under the revolving credit
facility. The revolving credit facility will expire, and the $900
million term loan will mature, in July 2007. The $1 billion term loan
will mature in July 2008. Borrowings under the credit facility will
bear interest at a rate per annum equal to one of the following rates,
at our option:
(i) the prime rate of First Union National Bank or a weighted
average of the overnight funds rate published by the Federal
Reserve Bank of New York, plus 50 basis points, plus a margin
that varies depending on our leverage ratio (as defined in the
credit agreement) from .25% to 1.5% for the revolver and the
$900 million term loan, and from 1.25% to 2.00% for the
$1 billion term loan, or
(ii) the London Interbank Offered Rate, as adjusted under a formula
described in the credit agreement, plus a margin that varies
depending on our leverage ratio from 1.50% to 2.75% for the
revolver and the $900 million term loan, and from 2.50% to
3.25% for the $1 billion term loan.
Interest is payable quarterly or at the end of the applicable interest
period. We are also required to pay a commitment fee on the unused
portion of the revolver that varies from 37.5 basis points to 50 basis
points depending on our leverage ratio. Scheduled principal payments on
the term loans are due quarterly beginning March 31, 2002 and
continuing until June 2007 for the $900 million loan and until June
2008 for the $1 billion loan. Both term loans have a large balloon
payment due at maturity.
Outstanding borrowings under the credit facility are secured by liens
on substantially all of our domestic assets (including the assets of
our subsidiaries, except for the real property and capital stock owned
by Old Dean and its subsidiaries). The credit agreement contains
various financial and other restrictive covenants, as well as certain
mandatory prepayment provisions, all of which are more specifically
described in the credit agreement related to the facility. The credit
agreement is contained in our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 (File No. 1-12755), is incorporated herein
by reference, and is amended by the First Amendment to Credit Agreement
attached hereto as exhibit 2.3.
An additional portion of the cash consideration paid at closing was
provided by new funding under our existing receivables securitization
facility. On December 21, 2001, we sold Old Dean's receivables
into the facility, thereby increasing the amount of the facility by
$150 million to $400 million.
ITEM 5. OTHER EVENTS
5.1 NEW DIRECTORS
As a result of our acquisition of Dean Foods described in Item 2 above
and as required by the Agreement and Plan of Merger dated as of April
4, 2001 among us, Old Dean and Blackhawk Acquisition Corp., we
increased the size of our Board of Directors, effective December 21,
2001, from 10 members to 15 members. The new members of our Board of
Directors are Howard M. Dean, Lewis M. Collens, Janet Hill, John S.
Llewellyn, Jr. and J. Christopher Reyes. Mr. Reyes's term will expire
at our 2002 annual shareholders' meeting, Ms. Hill's and Mr. Collens'
terms will expire at our 2003 annual shareholders' meeting, and Mr.
Dean's and Mr. Llewellyn's terms will expire at our 2004 annual
shareholders' meeting. In addition, Mr. Dean will serve as Chairman of
the Board until June 2002 or his earlier retirement, removal or
resignation. Gregg L. Engles will serve as Vice Chairman of the Board
until Mr. Dean's retirement, at which time Mr. Engles will re-assume
the role of Chairman of the Board. All of our pre-merger directors will
remain on our Board of Directors.
5.2 NAME CHANGE
As a result of our acquisition of Dean Foods described in Item 2 above
and as required by the Agreement and Plan of Merger dated as of April
4, 2001 among us, Old Dean and Blackhawk Acquisition Corp., we have
changed our name, effective December 21, 2001, to
"Dean Foods Company",
pursuant to a Certificate of Ownership and Merger filed on December 21,
2001 with the Secretary of State of the State of Delaware. We effected
the name change pursuant to a merger with a wholly-owned subsidiary
pursuant to Section 253 of the Delaware General Corporation Law. In
connection with the name change, we changed our New York Stock Exchange
symbol to "DF," the symbol used by Old Dean prior to the completion of
the acquisition. This Form 8-K has been filed under our new name: "Dean
Foods Company."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with our
acquisition of Old Dean are not included in this initial report but
will be filed not later than 60 days after the date this report is
required to be filed.
(b) Pro Forma Financial Information
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with our acquisition
of Old Dean and related transactions are not included in this initial
report but will be filed not later than 60 days after the date this
report is required to be filed.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of April 4,
2001, among Suiza Foods Corporation, Dean Foods
Company and Blackhawk Acquisition Corp. (filed as
Exhibit 2.1 to Suiza's Current Report on Form 8-K,
dated as of April 5, 2001 and incorporated herein by
reference).
2.2 Credit Agreement, dated as of July 31, 2001, among
Suiza Foods Corporation, certain subsidiaries of
Suiza Foods Corporation named therein, as guarantors,
the lenders named therein, First Union National Bank,
as administrative agent, Bank One, N.A., as
syndication agent, First Union Securities, Inc. and
Banc One Capital Markets , Inc., as co-lead arrangers
and joint book runners, and Fleet National Bank,
Harris Trust and Savings Bank and Suntrust Bank,
N.A., as co-documentation agents (filed as Exhibit
10.3 to Suiza's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 (File No. 1-12755) and
incorporated herein by reference).
2.3 First Amendment to Credit Agreement, dated as of
December 19, 2001, by and among Suiza Foods
Corporation, a Delaware corporation, First Union
National Bank, as Administrative Agent for the
lenders party to the Credit Agreement, Bank One, NA,
as Syndication Agent for the Lenders, Fleet National
Bank, Harris Trust and Savings Bank and Suntrust
Bank, as Co-Documentation Agents, and the Required
Lenders named therein, amending that certain Credit
Agreement, dated as of July 31, 2001, among Suiza
Foods Corporation, the Administrative Agent, the
Syndication Agent, the Documentation Agents and the
Lenders.
2.4 Amended and Restated Securities Purchase Agreement,
dated as of December 21, 2001, among Suiza Foods
Corporation, Suiza Dairy Group Holdings, Inc., Dairy
Farmers of America, Inc., Dairy Rich, LLC and
Mid-Am Capital, L.L.C.
99.1 Press Release dated as of December 21, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 7, 2001 DEAN FOODS COMPANY
By: /s/ Lisa N. Tyson
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Lisa N. Tyson
Vice President and Assistant
General Counsel
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of April 4,
2001, among Suiza Foods Corporation, Dean Foods
Company and Blackhawk Acquisition Corp. (filed as
Exhibit 2.1 to Suiza's Current Report on Form 8-K,
dated as of April 5, 2001 and incorporated herein by
reference).
2.2 Credit Agreement, dated as of July 31, 2001, among
Suiza Foods Corporation, certain subsidiaries of
Suiza Foods Corporation named therein, as guarantors,
the lenders named therein, First Union National Bank,
as administrative agent, Bank One, N.A., as
syndication agent, First Union Securities, Inc. and
Banc One Capital Markets , Inc., as co-lead arrangers
and joint book runners, and Fleet National Bank,
Harris Trust and Savings Bank and Suntrust Bank,
N.A., as co-documentation agents (filed as Exhibit
10.3 to Suiza's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001 (File No. 1-12755) and
incorporated herein by reference).
2.3 First Amendment to Credit Agreement, dated as of
December 19, 2001, by and among Suiza Foods
Corporation, a Delaware corporation, First Union
National Bank, as Administrative Agent for the
lenders party to the Credit Agreement, Bank One, NA,
as Syndication Agent for the Lenders, Fleet National
Bank, Harris Trust and Savings Bank and Suntrust
Bank, as Co-Documentation Agents, and the Required
Lenders named therein, amending that certain Credit
Agreement, dated as of July 31, 2001, among Suiza
Foods Corporation, the Administrative Agent, the
Syndication Agent, the Documentation Agents and the
Lenders.
2.4 Amended and Restated Securities Purchase Agreement,
dated as of December 21, 2001, among Suiza Foods
Corporation, Suiza Dairy Group Holdings, Inc., Dairy
Farmers of America, Inc., Dairy Rich, LLC and
Mid-Am Capital, L.L.C.
99.1 Press Release dated as of December 21, 2001.