SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 11, 2006
Dean Foods Company
(Exact name of registrant as specified in 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
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (214) 303-3400
(Former name or former address, if changed since last report)
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:
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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) |
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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-49(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On May 11, 2006, Dean Foods Company (the “Company”) and the subsidiary guarantors named
therein (the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Citigroup Global Markets Inc., for itself and on behalf of the several underwriters listed on
Schedule II to the Underwriting Agreement (the “Underwriters”) for the sale by the Company of
$500.0 million aggregate principal amount of 7.000% Senior Notes
due 2016 (the “Notes”). The offering is being
made under the Company’s shelf registration statement on Form S-3 (File No. 333-130309), filed with
the Securities and Exchange Commission on December 14, 2005, as amended by post-effective amendment
no. 1 (such registration statement, as amended, the “Registration Statement”) and by a prospectus
supplement dated May 11, 2006. The Underwriters will purchase the Notes from the Company at
98.3915% of their principal amount. The Notes will be
issued under an indenture to be entered into among the Company, the Guarantors and The Bank of New
York Trust Company, N.A. (the “Trustee”), as supplemented by supplemental indenture no. 1 to be
entered into among the Company, the Guarantors and the Trustee. The offering is scheduled to close
on May 17, 2006, subject to customary closing conditions.
The Underwriters have performed investment banking and advisory services for the Company from
time to time for which they have received customary fees and expenses. The Underwriters and their
affiliates also engage in various general financing and commercial banking transactions with the
Company and its affiliates. In particular, affiliates of certain of the Underwriters are lenders
under the Company’s senior secured revolving credit facility, borrowings under which will be
reduced with the net proceeds of the offering. The Underwriters may, from time to time, engage in
transactions with and perform services for the Company and its subsidiaries in the ordinary course
of their business.
The description above is a summary and is qualified in its entirety by the Underwriting
Agreement, filed herewith as Exhibit No. 1.1 and incorporated by reference herein.
Item 8.01 Other Events.
In connection with the issuance of the Notes, Wilmer Cutler Pickering Hale and Dorr LLP,
counsel to the Company, has delivered an opinion to the Company, dated May 11, 2006, regarding the
legality of the Notes upon issuance and sale thereof. A copy of the opinion as to legality is
attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
See the Exhibit Index attached hereto.