<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
AMENDMENT TO APPLICATION ON REPORT FILED PURSUANT TO SECTIONS 12, 13, 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report March 14, 1994
DEAN FOODS COMPANY
Delaware 0-1118 36-0984820
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) Identification No.)
3600 N. River Road Franklin Park, IL 60131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 678-1680
The undersigned registrant in order to provide the financial statements
required to be included in the Current Report on Form 8-K dated January 13,
1994, in connection with the acquisition of the Birds Eye Frozen Vegetable
Business from the All-American Gourmet Company, a wholly-owned subsidiary of
Kraft General Foods, Inc., hereby amends the following item, or other portions
of such Current Report on Form 8-K set forth in the pages attached hereto.
Item 7. Financial Statements and Exhibits
The financial statements and information in the following table of contents and
attached hereto are hereby filed with the Commission in accordance with the
above referenced item.
<PAGE> 2
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The following financial statements of the acquired Birds Eye Frozen Vegetable
Business are submitted herewith on the indicated pages.
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants.................................. 2
Combined Statement of Assets and Liabilities at December 25, 1993.. 3
Combined Statement of Earnings for the fiscal year ended December
25, 1993......................................................... 4
Combined Statement of Cash Flows for the fiscal year ended December
25, 1993......................................................... 5
Notes to Combined Financial Statements............................. 6-10
</TABLE>
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information
of Dean Foods Company and the Birds Eye Frozen Vegetable Business acquired are
submitted herewith on the indicated pages.
<TABLE>
<S> <C>
Pro Forma Condensed Combined Financial Information................. 11
Pro Forma Condensed Combined Balance Sheet at November 28, 1993
(Unaudited)...................................................... 12
Notes to Pro Forma Condensed Combined Balance Sheet at November 28,
1993 (Unaudited)................................................. 13
Pro Forma Condensed Combined Statement of Operations for the six
months ended November 28, 1993 (Unaudited)....................... 14
Notes to Pro Forma Condensed Combined Statement of Operations for
the six months ended November 28, 1993 (Unaudited)............... 15
Pro Forma Condensed Combined Statement of Operations for the fiscal
year ended May 30, 1993 (Unaudited).............................. 16
Notes to Pro Forma Condensed Combined Statement of Operations for
the fiscal year ended May 30, 1993 (Unaudited)................... 17
</TABLE>
1
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Kraft General Foods, Inc.
We have audited the accompanying combined statement of assets and liabilities
of Birds Eye Frozen Foods, comprised of certain assets, liabilities and a
wholly-owned subsidiary of Kraft General Foods, Inc., as of December 25, 1993,
and the related combined statements of earnings and cash flows for the fiscal
year ended December 25, 1993. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined assets and liabilities of Birds Eye Frozen
Foods as of December 25, 1993, and the combined results of its operations and
cash flows for the fiscal year ended December 25, 1993, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND
Chicago, Illinois
March 9, 1994
2
<PAGE> 4
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
COMBINED STATEMENT OF ASSETS AND LIABILITIES
December 25, 1993
(in thousands of dollars)
ASSETS
<TABLE>
<S> <C>
Current assets:
Cash $ 315
Trade receivables, less allowances of $566 15,855
Other current receivables 1,708
Inventories:
Raw materials 29,582
Finished goods 27,141
Supplies 3,353
Prepaid expenses 1,290
--------
Total current assets 79,244
Property, plant and equipment, net 52,250
--------
Total assets $131,494
--------
--------
</TABLE>
LIABILITIES AND COMBINED COMPANY EQUITY
<TABLE>
<S> <C>
Current liabilities:
Trade accounts payable $ 8,471
Note payable to Kraft General Foods, Inc. 1,191
Accrued liabilities:
Consumer incentives 1,544
Trade promotion 2,100
Brokers commissions 828
Other 1,926
--------
Total current liabilities 16,060
Combined company equity 115,434
-------
Total liabilities and combined company equity $131,494
-------
-------
</TABLE>
The accompanying notes are an
integral part of these financial statements.
3
<PAGE> 5
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
COMBINED STATEMENT OF EARNINGS
for the fiscal year ended December 25, 1993
(in thousands of dollars)
<TABLE>
<S> <C>
Net sales $193,099
Cost of goods sold 152,029
--------
Gross profit 41,070
--------
Other Expenses:
Advertising, marketing, promotion and
consumer incentives 14,735
Selling 10,810
General and administrative 5,525
Research and development 1,345
Other 403
--------
Total other expense 32,818
--------
Earnings before income taxes 8,252
Provision for income taxes 3,366
--------
Net earnings $ 4,886
--------
--------
</TABLE>
The accompanying notes are an integral part
of these financial statements
4
<PAGE> 6
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
COMBINED STATEMENT OF CASH FLOWS
for the fiscal year ended December 25, 1993
(in thousands of dollars)
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Net earnings $ 4,886
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Loss on disposal of property, plant and equipment 350
Depreciation 4,040
Changes in assets and liabilities:
Trade receivables (52)
Inventories 27,076
Prepaid expenses 70
Trade accounts payable 935
Accrued liabilities (9,554)
------
Net cash provided by operating activities 27,751
------
Cash flows from investing activities:
Capital expenditures (3,392)
Other (62)
------
Net cash used in investing activities (3,454)
------
Cash flows from financing activities:
Intercompany accounts with affiliates (24,297)
------
Net cash used in financing activities (24,297)
------
Change in cash 0
Cash:
Beginning of period 315
------
End of period $ 315
------
------
</TABLE>
The accompanying notes are an integral
part of these financial statements
5
<PAGE> 7
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
NOTES TO COMBINED FINANCIAL STATEMENTS
___________
1. Organization and Operations
The accompanying combined financial statements include the accounts of
Birds Eye Frozen Foods, a division of The All American Gourmet Company
(AAG), which, in turn, is a wholly-owned subsidiary of Kraft General
Foods, Inc. (KGF), and Birds Eye de Mexico, S.A. de C.V., a
wholly-owned subsidiary of KGF, (collectively, "Birds Eye").
Birds Eye is a producer and domestic marketer of frozen vegetable and
fruit products. Birds Eye provides retailers with a broad line of
more than 80 frozen vegetables and fruit items, including several
value-added lines (sauced vegetables and specialty vegetable
mixtures).
Pursuant to the Asset Purchase Agreement (the "Agreement") dated
October 30, 1993, entered into by and between KGF and AAG
(collectively "the Sellers") and Dean Foods Company (the "Buyer"), the
Sellers agreed to sell substantially all of the assets of Birds Eye to
the Buyer. In addition to cash consideration paid, the Buyer agreed
to assume certain liabilities of Birds Eye. The closing date of the
Agreement was December 27, 1993 (the "Closing Date"). The combined
financial statements were prepared as of and for the fiscal year ended
December 25, 1993, which coincides with the Seller's year-end.
2. Basis of Presentation
The accompanying combined financial statements include substantially
all assets, liabilities, operating results, and cash flows of Birds
Eye, as defined above. General Foods Corporation and Birds Eye were
acquired by Philip Morris Companies, Inc. ("Philip Morris") in 1985.
The accounts of Birds Eye reflect the allocation of the Philip Morris
purchase price. In 1989, General Foods Corporation was merged into
KGF.
KGF provides a centralized cash management function; accordingly
substantially all of Birds Eye's cash disbursement and collections are
settled through Combined Company Equity on a daily basis. All net
charges from KGF and other affiliates for various services as well as
payments for such net charges are settled through Combined Company
Equity. Intercompany transactions and Combined Company Equity are
noninterest-bearing and are not subject to stated repayment terms.
These transactions are considered the equivalent of cash transactions
for purposes of the combined statement of cash flows.
6
<PAGE> 8
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
___________
2. Basis of Presentation, continued
Birds Eye's results of operations have historically been included in
the consolidated income tax returns of KGF. KGF has no tax sharing
agreement, formal or informal, for allocating income taxes to specific
operating units. The combined financial statements reflect an income
tax provision based on applying an effective income tax rate of 39% to
Birds Eye's domestic pre-tax earnings as well as the local tax
provision of Birds Eye de Mexico, S.A. de C.V., which was separately
computed to comply with the Agreement.
Under the terms of the Agreement, certain Birds Eye employees will
become employees of the Buyer, which will operate the new Birds Eye
business. Obligations arising out of employee benefit plans, except
for benefits pursuant to postretirement plans other than pensions,
accrued prior to the Closing Date as well as claims and causes of
action related to KGF's actions or omissions that occurred prior to
the Closing Date have been retained by KGF. Therefore, no accruals
have been made for these items as of December 25, 1993. See Notes 5
and 6 for a discussion of postretirement benefits other than pensions
and pension liabilities.
The Agreement also stipulates that KGF will retain all liability for
any environmental conditions identified as in existence prior to the
closing and KGF will indemnify the Buyer for all liabilities, claims
or damages related to such conditions. The accompanying combined
financial statements include no accruals for such liabilities.
KGF and certain affiliates provide Birds Eye with various services,
including legal, research and development, sales support, finance,
accounting, insurance, marketing, medical benefits, and purchasing
services. The assessments to Birds Eye for such services were
approximately $5.7 million for the fiscal year ended December 25,
1993. The amounts assessed are based on historical or actual usage of
services relative to the usage of the other participating companies
within the consolidated KGF group. Management believes that the
allocation methodology used is reasonable. These assessments were
included in various accounts on Birds Eye's combined statement of
earnings.
The historical operating results of Birds Eye presented in these
combined financial statements may not be indicative of the results
following completion of the Birds Eye transaction with the Buyer.
7
<PAGE> 9
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
___________
3. Summary of Significant Accounting Policies
Inventories:
Inventories are stated at the lower of cost or market. Cost includes
materials, labor, production overhead, and certain distribution and
storage costs. The first-in, first-out (FIFO) method is used to cost
finished goods. Raw material is costed using the average cost method.
Depreciation:
Property, plant and equipment are carried at cost. Depreciation is
recorded using the straight-line method over estimated useful lives,
principally 10 to 40 years for buildings and building equipment and 3
to 20 years for machinery and equipment.
Advertising and Sales Promotion:
Advertising and sales promotion costs are expensed as incurred.
Postretirement Benefit Other Than Pensions:
Birds Eye accounts for its postretirement benefits other than pensions
pursuant to SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." See Note 5.
Foreign Currency Translation:
Since the operations of Birds Eye de Mexico, S.A. de C.V. are directly
and integrally linked to Birds Eye's U.S. operations, those financial
statements were remeasured as if the functional currency was the U.S.
dollar. The remeasurement of their local currencies into U.S. dollars
creates translation adjustments which are included in net earnings.
Trade Incentives:
Trade incentive expense has been recorded as a reduction of sales to
arrive at net sales presented in the combined statement of earnings.
8
<PAGE> 10
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
___________
<TABLE>
<CAPTION>
4. Property, Plant and Equipment
Property, plant and equipment consists of the following at December 25, 1993:
<S> <C>
Land $ 604
Buildings 17,151
Machinery & Equipment 61,447
Vehicles 635
Construction in Progress 1,038
------
80,875
Accumulated Depreciation (28,625)
------
$ 52,250
------
------
Depreciation expense for the fiscal year ended December 25, 1993 was $4.0 million.
</TABLE>
5. Postretirement Benefits Other Than Pensions
Pursuant to the Agreement, KGF will retain the liability for all
postretirement welfare benefits other than pensions for all retired
and former employees as of the Closing Date, and for employees who
will become employees of the Buyer to the extent that such benefits
would have been vested under KGF's plans as of the Closing Date, had
such transferred employees retired from KGF on the Closing Date.
Birds Eye provided health care and other benefits to substantially all
retired employees, their covered dependents and beneficiaries.
Generally, employees who have rendered 10 years of service are
eligible for these benefits.
Postretirement health care cost included in determining net earnings
for the fiscal year ended December 25, 1993 was approximately
$472,000. This expense represents an allocation of the service cost
component of the KGF Plan's total service cost. The allocation is
based on the ratio of the number of eligible Birds Eye employees to
the total number of eligible employees for the KGF plans.
It is not practicable to separate Birds Eye's share of the accumulated
postretirement benefits obligation under KGF's postretirement plans.
9
<PAGE> 11
BIRDS EYE FROZEN FOODS
(Comprised of certain assets, liabilities and a wholly-owned subsidiary of
Kraft General Foods, Inc.)
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
___________
6. Pension Plans
Pursuant to the Agreement, KGF will retain the liability for all
pension benefits accrued under KGF's pension plans for employees who
will become employees of the Buyer.
Substantially all of Birds Eye's employees participated in defined
benefit pension plans sponsored by KGF. The plans provided for
retirement benefits for salaried employees based generally on years of
service and compensation during the last years of employment.
Retirement benefits for hourly employees generally were a flat dollar
amount for each year of service.
Birds Eye recognized pension expense of approximately $204,000 for the
fiscal year ended December 25, 1993. This expense represents an
allocation of the service cost components of the KGF Plan's total
service cost. The allocation is based on the ratio of the number of
eligible Birds Eye employees to the total number of eligible employees
for the KGF Plans.
It is not practicable to separate Birds Eye's share of the accumulated
benefits obligation or projected benefit obligation under KGF's
pension plans.
10
<PAGE> 12
Dean Foods Company and Birds Eye
Pro Forma Condensed Combined Financial Information
The pro forma condensed combined financial information give effect on a
purchase accounting basis to the acquisition by Dean Foods Company (the
"Company") of Birds Eye Frozen Vegetable Business from the All-American
Gourmet Company, a wholly-owned subsidiary of Kraft General Foods, Inc. and a
wholly-owned subsidiary of Kraft General Foods, Inc. (collectively "Birds
Eye").
The pro forma condensed combined balance sheet assumes that the acquisition
occurred on November 28, 1993, whereas the pro forma condensed combined
statements of operations assume that the acquisition occurred on June 1, 1992.
The pro forma condensed combined statements assume that all of the purchase
price was financed under the Company's existing bank short-term credit lines.
The Company reports on a fiscal basis ending on the last Sunday in May, whereas
Birds Eye has reported on a calendar basis. For purposes of preparing the
pro forma condensed combined statements of operations, the historic Birds Eye
columns represent the actual results for the same periods as for the Company.
The pro forma adjustments are based on preliminary assumptions of the
allocation of the purchase price and are subject to substantial revision once
appraisals, evaluations and other studies of the fair value of the Birds Eye
assets and liabilities are completed. Actual purchase accounting adjustments
may differ from the pro forma adjustments presented herein.
The pro forma condensed combined statements are not necessarily indicative of
the results that actually would have occurred if the acquisitions had been in
effect since the assumed dates, nor are the statements indicative of future
combined financial position or earnings. The Company's future financial
statements will reflect the acquisition of Birds Eye as of December 27, 1993.
The pro forma condensed combined financial statements should be read in
conjunction with the consolidated financial statements of the Company filed
with the Securities and Exchange Commission in its Annual Report on Form 10-K
for the fiscal year ended May 30, 1993, and Current Report on Form 10-Q for the
six months ended November 28, 1993 and the condensed combined financial
statements of Birds Eye included in this Form 8-K/A on pages 2 through 10.
11
<PAGE> 13
Dean Foods Company and Birds Eye
Condensed Combined Balance Sheet
at November 28, 1993
(All amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Historic Pro Forma
-------- ---------
Dean Foods
Company Birds Eye Adjustments Combined
-------- --------- ----------- --------
<S> <C> <C> <C> <C>
Assets:
Cash and temporary
cash investments $ 18,686 $ 315 $ 19,001
Accounts receivable, net 160,768 17,563 178,331
Inventories 269,816 60,076 329,892
Other current assets 25,959 1,290 27,249
-------------------------------------------------------------
Total current assets 475,229 79,244 554,473
Property, plant and
equipment, net 489,093 52,250 $(434)(b) 540,909
Other assets 43,344 25,000 (b) 68,344
-------------------------------------------------------------
TOTAL ASSETS $1,007,666 $131,494 $24,566 $1,163,726
-------------------------------------------------------------
-------------------------------------------------------------
Liabilities and Shareholders'
Equity:
Short-term notes payable $ 47,000 $140,000 (a) $187,000
Current installments of
long-term obligations 3,166 3,166
Accounts payable and
accrued expenses 230,310 $16,060 246,370
Dividends payable 6,448 6,448
Federal and state income
taxes 1,558 1,558
------------------------------------------------------------
Total current liabilities 288,482 16,060 140,000 444,542
------------------------------------------------------------
Long-term obligations 149,468 149,468
------------------------------------------------------------
Deferred liabilities 75,894 75,894
------------------------------------------------------------
Shareholders' equity:
Common stock 40,991 40,991
Paid-in capital 5,012 5,012
Retained earnings 477,987 477,987
Less: treasury stock -
at cost 30,168 30,168
Company equity --- 115,434 (115,434)(c) ---
------------------------------------------------------------
Total shareholders'
equity 493,822 115,434 (115,434) 493,822
------------------------------------------------------------
TOTAL LIABILITIES
AND SHAREHOLDERS'
EQUITY $1,007,666 $131,494 $ 24,566 $1,163,726
------------------------------------------------------------
------------------------------------------------------------
</TABLE>
See notes to pro forma condensed combined balance sheet.
12
<PAGE> 14
Dean Foods Company and Birds Eye
Notes to Pro Forma Condensed Combined
Balance Sheet
at November 28, 1993
(Unaudited)
The Company's balance sheet as of November 28, 1993 has been combined with the
Birds Eye Statement of Assets and Liabilities as of December 25, 1993. Until
December 25, 1993, Birds Eye Frozen Foods was a division of the All-American
Gourmet Company, a wholly-owned subsidiary of Kraft General Foods, Inc., and
separate statements of assets and liabilities were not maintained.
The following is a summary of the adjustments reflected in the pro forma
condensed combined balance sheet (in thousands):
(a) The purchase price, exclusive of related fees and expenses, of $140
million has been reflected as a short-term obligation, although the Company
has the ability to renew or extend the obligations for more than one year.
The Company currently has not refinanced such borrowings due to the
favorable short-term interest rate environment, although a refinancing may
occur in the future.
(b) Adjustment of historic values of certain acquired assets and
liabilities to estimated fair values, elimination of certain accounts as
required by generally accepted accounting principles, and other items
related to the acquisition.
(c) Elimination of Birds Eye company equity.
13
<PAGE> 15
Dean Foods Company and Birds Eye
Condensed Combined Statement of Operations
for the Six Month Ended November 28, 1993
(All amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Historic Pro Forma
-------- ---------
Dean Foods
Company Birds Eye Adjustments Combined
-------- --------- ----------- --------
<S> <C> <C> <C> <C>
Net sales $1,136,764 $ 91,303 $1,228,067
Costs and expenses:
Costs of products sold 892,010 63,176 955,186
Delivery, selling and
administrative expense 191,290 26,443 $ 313(a) 218,046
Interest expense 6,691 2,380(b) 9,071
Other (income), net (1,391) (1,391)
------------------------------------------------------
Total costs and expenses 1,088,600 89,619 2,693 1,180,912
------------------------------------------------------
Income before income taxes
and cumulative effect of
changes in accounting
principles 48,164 1,684 (2,693) 47,155
Provision for income taxes 20,123 (384)(c) 19,739
--------------------------------------------------------
Income before cumulative
effect of changes in
accounting principles $ 28,041 $ 1,684 $(2,309) $ 27,416
-------------------------------------------------------
-------------------------------------------------------
Income per common share
before cumulative effect
of changes in accounting
principles $0.71 $0.69
----- -----
----- -----
</TABLE>
See notes to pro forma condensed combined statement of operations.
14
<PAGE> 16
Dean Foods Company and Birds Eye
Notes to Pro Forma Condensed Combined Statement of Operations
for the Six Months Ended November 28, 1993
(Unaudited)
The following is a summary of the adjustments reflected in the pro forma
condensed combined statement of operations (in thousands):
(a) Earnings effect of adjustments of assets and liabilities
to estimated fair values, including goodwill over 40 years.
(b) Additional interest expense of $2,380 based on borrowings of $140
million at a rate of 3.4% which was the weighted average interest
rate for borrowings under short-term lines of credit of Dean Foods
Company for the six months ended November 28, 1993. For every 1%
change in the assumed interest rate, there would be a corresponding
effect of approximately $407 on pro forma combined net earnings
(after-tax).
(c) Recognition of income tax effects of the historic Birds Eye results and
the adjustments described above based on the effective tax rate of Dean
Foods Company.
15
<PAGE> 17
Dean Foods Company and Birds Eye
Condensed Combined Statement of Operations
for the Fiscal Year Ended May 30, 1993
(All amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Historic Pro Forma
-------- ---------
Dean Foods
Company Birds Eye Adjustments Combined
-------- --------- ----------- --------
<S> <C> <C> <C> <C>
Net sales $2,274,340 $200,444 $2,474,784
Costs and expenses:
Costs of products sold 1,757,324 127,543 1,884,867
Delivery, selling and
administrative expense 391,061 55,898 $625(a) 447,584
Interest expense 13,894 4,900(b) 18,794
Other (income), net (2,698) (2,698)
----------------------------------------------------------
Total costs and expenses 2,159,581 183,441 5,525 2,348,547
----------------------------------------------------------
Income before income taxes 114,759 17,003 (5,525) 126,237
Provision for income taxes 46,350 4,637(c) 50,987
----------------------------------------------------------
Net income for the year $ 68,409 $ 17,003 $(10,162) $ 75,250
----------------------------------------------------------
----------------------------------------------------------
Net income per common share $1.73 $1.90
----- -----
----- -----
</TABLE>
See notes to pro forma condensed combined statement of operations.
16
<PAGE> 18
Dean Foods Company and Birds Eye
Notes to Pro Forma Condensed Combined Statement of Operations
for the Fiscal Year Ended May 30, 1993
(Unaudited)
The following is a summary of the adjustments reflected in the pro forma
condensed combined statement of operations (in thousands):
(a) Earnings effect of adjustment of assets and liabilities to
estimate fair values, including goodwill over 40 years.
(b) Additional interest expense of $4,900 based on borrowings of
$140 million at a rate of 3.5% which was the weighted average
interest rate for borrowings under short-term lines of credit
and other short- term obligations of Dean Foods Company for the
fiscal year ended May 30, 1993. For every 1% change in the
assumed interest rate, there would be a corresponding effect of
approximately $834 on pro forma combined net earnings (after-tax).
(c) Recognition of income tax effects of the historic Birds Eye results and
the adjustments described above based upon the effective tax rate of Dean
Foods Company.
17
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DEAN FOODS COMPANY
(Registrant)
Date: March 14, 1994 /s/ Dale I. Hecox
-------------------
Dale I. Hecox
Treasurer - Principal
Accounting Officer
