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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):
December 14, 2005 (December 14, 2005)
Dean Foods Company
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-12755
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75-2559681 |
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| (State or other Jurisdiction of |
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(214) 303-3400
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events
On
June 27, 2005, we completed the spin-off of our indirect
majority-owned subsidiary TreeHouse Foods,
Inc. (the “TreeHouse Spin-off”), and on August 22, 2005, we completed the sale
of our Marie’s dips
and dressings and Dean’s dips operations (the "Dips and
Dressings Divestiture"). We
are filing this Current Report on Form 8-K to update our previously filed
financial statements as of December 31, 2004 and 2003 and for each of the three fiscal
years in the period ending December 31, 2004 to reflect the
reclassification of the operations divested in the TreeHouse Spin-off
and the Dips and Dressings Divestiture as discontinued
operations. These reclassifications had no effect on our reported
net income or earnings per common share.
Item 6
(Selected Financial Data) and Item 8 (Financial Statements and Supplementary Data)
of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004,
as amended (the “2004 10-K”), updated for the
reclassification described above, are filed herewith as
Exhibits 99.1 and 99.2,
respectively.
Item 7 (Management’s Discussion and Analysis of Financial Condition
and Results of Operations) of Part II of our 2004 10-K
(“MD&A”) has also been
updated to reflect the TreeHouse Spin-off and the Dips and
Dressings Divestiture and is filed herewith as Exhibit 99.3. Specifically, the portions of Item 7
entitled “Developments from January 1, 2004 to
March 16, 2005,” “Results of Operations,”
“Liquidity and Capital Resources,” “Known Trends and
Uncertainties,” “Critical Accounting Policies” and “Risk Factors” have been updated
to delete references to the discontinued operations and to update
financial information to reflect the reclassifications.
Also,
Statement of Financial Accounting Standards No. 131,
“Disclosure about Segments of an Enterprise and Related
Information,” provides that consolidated financial statements
should reflect modifications to the company’s segment
information including reclassification of all comparative prior
period segment information. Effective January 1, 2005, our
Rachel’s Organic Dairy business, which has historically been
part of our WhiteWave segment, was transferred to the International
Group, which is not a reportable segment. Therefore, the segment
disclosures in Note 20 to the consolidated financial statements
included in the 2004 10-K and in the MD&A included in the 2004
10-K have been updated in this Form 8-K to reflect the new segment
structure.
Finally, in
Note 9 to the updated financial statements filed herewith as
Exhibit 99.2, we
have provided additional financial information regarding the subsidiaries
that guarantee our corporate debt.
Except
as specifically described above, no other changes have been made to
our 2004 10-K and no attempt has been made to update the 2004 10-K. This
report does not supersede or modify the 2004 10-K except as
specifically described above. See Note 23 to the updated financial
statements included in Exhibit 99.2 hereto, as well as our Quarterly
Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30 of 2005, as
amended, and our Current Reports on Form 8-K dated
March 18, April 18, May 4, June 1, June 15,
June 23, June 27, August 3, September 13,
October 12, October 19, November 2, November 23,
November 28 and December 7, 2005 for
information about certain events
that have occurred subsequent to the filing of our 2004 10-K in March
2005.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
See the Exhibit Index attached hereto.
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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.
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| Dated: December 14, 2005 |
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DEAN FOODS COMPANY |
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By:
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/s/ Ronald L.
McCrummen |
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Ronald L.
McCrummen
Senior Vice President and
Chief Accounting Officer |
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EXHIBIT INDEX
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
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23.1 |
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Consent of Independent Registered
Public Accounting Firm |
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99.1 |
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Selected Financial Data |
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99.2 |
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Revised Audited Consolidated Financial Statements as of December 31, 2004 and 2003 and for
each of the three years in the period ended December 31, 2004 |
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99.3 |
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Revised Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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99.4 |
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Revised Computation of Ratio of Earnings to Fixed Charges |