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Previous: DATRON SYSTEMS INC/DE, DEF 14A, 1996-06-28 |
Next: DEERE JOHN CAPITAL CORP, 424B3, 1996-06-28 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1995
A. Full title of the Plan:
DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DEAN FOODS COMPANY
3600 N. RIVER ROAD
FRANKLIN PARK, ILLINOIS 60131
TELEPHONE: 312/625-6200
<PAGE> 2
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 and 1994
<PAGE> 3
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of independent accountants 1
Financial statements:
Statement of net assets available for
plan benefits at December 31, 1995 and 1994 2
Statement of changes in net assets available
for plan benefits for the year ended
December 31, 1995 3
Notes to financial statements 4-11
Assets held for investment as of
December 31, 1995 Schedule I
Transactions or series of transactions in excess of five percent of the
current value of plan assets for the year ended December 31, 1995 Schedule II
Note: All other supplementary schedules have been omitted because
they are not applicable.
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 10, 1996
To the Participants and
Administrator of the
Dean Foods Company
Investment and Profit Sharing Plan
In our opinion, the accompanying statement of net assets available for
plan benefits and the related statement of changes in net assets
available for plan benefits present fairly, in all material respects,
the financial status of the Dean Foods Company Investment and Profit
Sharing Plan at December 31, 1995 and 1994, and the changes in its
financial status for the year ended December 31, 1995, in conformity
with generally accepted accounting principles. These financial
statements are the responsibility of the plan administrator; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require
that we plan and perform the audits 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,
assessing the accounting principles used and significant estimates made
by the plan administrator, and evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purposes of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is additional information required by the Department of
Labor's rules and regulations for reporting and disclosure under the
Employee Retirement Security Act of 1974. The fund information in the
footnotes to the financial statements is presented for purposes of
additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for benefits of each
fund. Schedules I and II and the fund information have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
Price Waterhouse LLP
<PAGE> 5
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1995 AND 1994
-----------------------------
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Investments, at market value (Note 3):
Holding account $ (21,092) $ 37,755
Balanced fund 20,839,480 12,383,704
Money market fund - 256
Equity Income fund 44,294,958 31,307,367
GIC fund 502,546 16,502,299
Mayfield GIC fund - 2,479,496
Dean Foods stock fund 16,273,193 16,529,319
Government fixed fund 58,960,376 41,473,238
Reiter Dairy Plan account 240,541 263,944
International fund 3,509,394 1,308,453
Equity growth fund 9,964,034 5,743,956
Florida Plan real estate assets 2,422,513 1,158,130
------------ ------------
Total investments 156,985,943 129,187,917
------------ ------------
Employer and employee contributions receivable 878,066 488,941
Employer profit sharing contribution receivable 2,493,380 1,305,009
Loans to participants 3,435,332 2,936,067
Interest and dividends receivable 8,538 1,700
------------ ------------
Net assets available for Plan benefits $163,801,259 $133,919,634
============ ============
</TABLE>
- 2 -
<PAGE> 6
The accompanying notes are an integral part of this statement.
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
<S> <C>
Source of assets:
Investment income:
Unrealized appreciation in market value of investments $ 13,000,779
Realized net gains on sales of investments 2,368,140
Interest 4,127,878
Dividends 411,777
Other Income 40,009
------------
19,948,583
------------
Contributions:
Employer contributions 3,338,290
Employee contributions 12,767,926
Profit sharing contributions 5,338,478
------------
21,444,694
------------
Transfer of assets from other plans 2,624,943
Participant rollovers from other plans 635,171
------------
Total sources of assets 44,653,391
------------
Application of assets:
Benefit payments to Plan participants 14,707,463
Fees and expenses 64,303
------------
Total applications of assets 14,771,766
------------
Increase in net assets during the year 29,881,625
Net assets available for Plan benefits, beginning of year 133,919,634
------------
Net assets available for Plan benefits, end of the year $163,801,259
============
</TABLE>
- 3 -
<PAGE> 7
The accompanying notes are an integral part of this statement.
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN:
The Dean Foods Company Investment and Profit Sharing Plan (the Plan) is a
defined-contribution profit sharing plan that provides retirement benefits to
employees of Dean Foods Company (the Company) who have met certain
length-of-service requirements.
A committee appointed by the Board of Directors of the Company is responsible
for the administration of the Plan. Assets of the Plan are held in trust funds
maintained at The Northern Trust Company (the Trustee).
Participants' contributions are permitted in an amount not to exceed thirteen
percent of their annual compensation. The Company is required to match
participant contributions in an amount equal to twenty-five percent of the
first six percent of elective contributions. In addition, the Company may
elect to make an annual supplemental contribution to the Plan out of its
current or accumulated net profits.
Participants vest immediately in their elective contributions, including any
investment income earned pertaining to such contributions. Participants become
forty percent vested in Company contributions and related earnings after two
years of credited service, with vesting percentages increasing in
twenty-percent increments each subsequent year until participants are fully
vested after five years of credited service. Participants become fully vested
in all accounts upon retirement or after attaining age sixty-five, or upon
termination by reason of death or disability.
Separate accounts are maintained for each participant for Company contributions
and employee elective contributions. Participants direct the investment of all
contributions to established funds in ten percent increments. Plan income is
allocated to each participant's account, based on the relative value of
individual participant accounts to the total of all participants' accounts.
Forfeitures from terminated participants are used to reduce subsequent employer
contributions.
The Company believes that the Plan will continue indefinitely, but reserves the
right to terminate the Plan at any time. In the event of termination of the
Plan, all assets of the Plan would become fully vested with the participants
and would be distributed in accordance with the provisions of the Plan.
- 4 -
<PAGE> 8
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of accounting
The financial statements have been prepared on the accrual basis of accounting.
Contributions
Employer matching and profit sharing contributions are recorded in the year
accrued by the Company. Employee contributions are recorded in the year
withheld by the Company from employee payrolls or in the year of occurrence for
a qualified rollover contribution as defined in Section 408(d)(3) of the
Internal Revenue Code. Provisions of the Plan specify that no Company
contributions and a maximum of forty percent of any participant's contributions
may be invested in the Dean Foods stock fund.
Investments
Purchases and sales of securities, including gains and losses on such sales,
are recorded as of the trade date. Realized gains or losses resulting from the
sale of securities are based on the difference between the selling price and
the cost of the securities, cost being determined on a specific identification
basis. In accordance with the policy of stating investments at market value,
the net increase or decrease in the unrealized value of investments for the
year is reflected in the statement of changes in net assets available for plan
benefits.
Market values of investments are based on published market quotations where
available. Investments in collective funds are stated at the year-end unit
values as determined by the Trustee, multiplied by the number of units owned.
Investment income is recorded as earned.
Expenses of the Plan
Trustee fees and other administrative expenses of the Plan are paid by the
Plan. Legal and audit fees associated with the Plan are paid by the Company.
Benefits payable
In accordance with authoritative guidance for accounting and disclosure by
employee benefit plans, participant distributions payable are not presented as
a liability in the statement of net assets or included in benefit payments in
the statement of changes in net assets, resulting in a difference between the
Plan's Form 5500 and the accompanying financial statements. Benefit payment
obligations existing at December 31, 1995 and 1994 were $407,140 and
$1,182,468, respectively.
- 5 -
<PAGE> 9
NOTE 3 - INVESTMENTS:
Effective October 1, 1994, the Plan began offering an international equity fund
and an equity growth fund. These funds are comprised of stocks, bonds and
cash. The balanced fund, equity income fund, international equity fund, equity
growth fund and government fixed fund are managed by Diversified Investment
Advisors, formerly Mutual of New York. These funds hold various securities and
financial instruments under investment guidelines specified by Diversified
Investment Advisors.
The money market fund, guaranteed income fund (GIC), Reiter Dairy Plan fund and
the Florida plan funds are frozen. Beginning on January 1, 1995 the assets in
the money market and GIC funds are being transferred to the government fixed
fund as they mature. The assets in the Reiter Dairy Plan fund and the Florida
Plan fund are being liquidated as they mature. The Mayfield GIC fund merged
into the GIC fund in October 1994.
The Dean Foods stock fund, which is managed by the Trustee, consists of Dean
Foods Company Common Stock ($1 par value).
- 6 -
<PAGE> 10
The Plan's assets are invested as follows:
<TABLE>
<CAPTION>
December 31, 1995
-----------------------------------------------------------
Shares/
par value Cost Market value
--------- ---- ------------
<S> <C> <C> <C>
Holding account:
Cash $ (21,093) $ (21,093)
Balance fund:
Corporate bonds 16,849,215 20,839,481
Equity fund:
Common stock 26,352,708 44,294,958
GIC fund:
Corporate bonds 16,704 16,704
Mortgages, notes and contracts 486,029 485,842
Government fixed fund:
U.S. government issues 58,960,377 58,960,377
Reiter Dairy fund:
Short-term investments 37,979 37,979
Mortgages and contracts 256,300 202,562
Dean Foods stock fund:
Common stock 590,379 15,842,403 16,235,422
Short-term investments 37,770 37,770
Equity growth fund:
Common stock 8,599,475 9,964,035
International fund:
Common stock 3,113,125 3,509,393
Florida Plan fund:
Common stock 705,302 633,981
Short-term investments 1,788,532 1,788,532
------------ ------------
$133,024,826 $156,985,943
============ ============
</TABLE>
- 7 -
<PAGE> 11
<TABLE>
<CAPTION>
December 31, 1994
--------------------------------------------
Shares/
par value Cost Market value
--------- ---- ------------
<C> <C> <C> <C>
Holding account:
Short-term investments $ 37,755 $ 37,755
Balance fund:
Corporate bonds 12,033,902 12,383,704
Money market fund:
Short-term investments 256 256
Equity fund:
Common stock 22,950,554 31,307,367
GIC fund:
Corporate bonds 16,502,487 16,502,299
Mayfield GIC fund:
Mortgages and contracts 2,456,232 2,456,232
Short-term investments 23,264 23,264
Government fixed fund:
U.S. government issues 41,467,585 41,467,585
Cash 5,653 5,653
Equity growth fund:
Common stock 5,513,700 5,743,956
International fund:
Common stock 1,319,947 1,300,238
Short-term investments 8,215 8,215
Reiter Dairy Plan account:
Short-term investments 61,382 61,382
Mortgages and contracts 256,300 202,562
Dean Foods stock fund:
Common stock 567,285 14,966,328 16,451,265
Short-term investments 78,054 78,054
Florida Plan real estate assets
Mortgages and contracts 478,537 1,090,702
Short-term investments 67,428 67,428
------------ ------------
$118,227,579 $129,187,917
============ ============
</TABLE>
- 8 -
<PAGE> 12
The changes in unrealized appreciation/(depreciation) of investments during the
year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
January 1, December 31,
1995 Appreciation 1995
balance (Depreciation) balance
------- -------------- -------
<S> <C> <C> <C>
Balanced fund $ 349,802 3,640,464 3,990,266
Equity income fund 8,356,813 9,585,437 17,942,250
GIC fund (189) - (189)
Reiter Dairy Plan account (53,738) - (53,738)
Dean Foods stock fund 1,484,938 (1,091,916) 393,022
Equity growth fund 230,256 1,134,303 1,364,559
International fund (19,709) 415,977 396,268
Florida Plan assets 612,165 (683,486) (71,321)
----------- ----------- -----------
Total $10,960,338 $13,000,779 $23,961,117
=========== =========== ===========
</TABLE>
The aggregate proceeds, costs, and realized gains/(losses) resulting from the
sale of investments for the year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
Aggregate Aggregate Realized
proceeds cost gain/(loss)
-------- ---- ----------
<S> <C> <C> <C>
Balanced fund $ 1,645,902 1,458,092 187,810
Equity income fund 4,060,911 2,700,363 1,360,548
GIC fund 17,268,498 17,268,498 -
Mayfield GIC fund 1,943,108 1,943,108 -
Government fixed fund 10,284,526 10,284,526 -
Dean Foods stock fund 2,811,812 2,669,999 141,813
Equity growth fund 970,808 887,015 83,793
International fund 924,444 888,799 35,645
Florida Plan fund 1,593,025 1,034,494 558,531
----------- ----------- ----------
Total $41,503,034 $39,134,894 $2,368,140
=========== =========== ==========
</TABLE>
- 9 -
<PAGE> 13
NOTE 4 - SUMMARY OF FINANCIAL STATEMENT BALANCES BY FUND:
Following is a summary of certain financial statement balances by fund at
December 31, 1995 and 1994:
<TABLE>
<CAPTION>
Interest and
Dividend Benefit
1995 Receivables Contribution Income Payments
---- ----------- ------------ ------------ --------
<S> <C> <C> <C> <C>
Balanced fund $1,117,947 3,263,422 1,906 1,809,018
Money market fund 0 (113,019) 6 0
Equity income fund 1,739,767 5,304,798 2,971 3,029,737
GIC fund 62 0 622,625 603,006
Mayfield GIC fund 0 0 25,098 0
Government fixed fund 1,985,387 6,879,760 3,451,261 6,721,311
Reiter Dairy plan account 191 1,080 37 14,707
Dean Foods stock fund 1,104,875 3,608,996 417,712 1,220,719
Equity growth fund 649,519 1,882,258 1,073 588,299
International fund 210,147 617,399 564 279,442
Florida plan fund 7,421 0 16,402 441,224
---------- ----------- ---------- -----------
Total $6,815,316 $21,444,694 $4,539,655 $14,707,463
========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
Interest and
Dividend Benefit
1994 Receivables Contribution Income Payments
---- ----------- ------------ ------------ --------
<S> <C> <C> <C> <C>
Balanced fund $ 714,290 2,577,938 2,686 139,060
Money market fund 293,270 869,601 2,599 797,074
Equity income fund 1,272,630 3,900,629 5,437 1,689,686
GIC fund 69 0 1,305,632 1,416,511
Mayfield GIC fund 113 0 266,467 47,340
Government fixed fund 1,234,737 4,216,803 1,292,979 2,417,471
Reiter Dairy plan account 296 0 25,034 240,794
Dean Foods stock fund 875,637 3,077,739 307,944 1,010,359
Equity growth fund 326,398 1,104,538 1,168 115,390
International fund 14,277 27,096 222 0
---------- ----------- ---------- ----------
Total $4,731,717 $15,774,344 $3,210,168 $7,873,685
========== =========== ========== ==========
</TABLE>
- 10 -
<PAGE> 14
NOTE 5 - INCOME TAX STATUS:
The Plan administrator has received a favorable determination letter for the
Plan from the Internal Revenue Service dated February 22, 1996. As such, no
provision for income taxes has been made in the accompanying financial
statements.
NOTE 6 - PLAN MERGERS:
Effective October 1, 1994 the T.G. Lee and McArthur Dairies' Florida Profit
Sharing Plan (the Florida Plan) merged into the Plan. At this time,
participants in the Florida Plan became participants in the Plan and the
Florida Plan was terminated. The net assets of the Florida Plan were
transferred to the Plan's Trustee.
Effective May 1, 1994 the Aunt Jane Foods Company Money Purchase Pension Plan
(the Aunt Jane Foods Plan) merged into the Plan. At this time, participants of
the Aunt Jane Foods Plan became participants of the Plan and the Aunt Jane
Foods Plan was terminated. The net assets of the Aunt Jane Foods Plan were
transferred to the Plan's Trustee.
- 11 -
<PAGE> 15
SCHEDULE I
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1995 (LINE 27A OF FORM 5500)
-----------------------------------------------
<TABLE>
DESCRIPTION
IDENTITY OF ISSUE OF INVESTMENT COST FAIR VALUE
------------------ ------------- ---- -----------
<S> <C> <C> <C>
*DEAN FOODS COMPANY COMMON STOCK $15,842,403 $16,235,423
DIVERSIFIED INVESTMENT
ADVISORS INTERNATIONAL
EQUITY FUND INSURANCE CONTRACTS 3,114,090 3,510,360
DIVERSIFIED INVESTMENT
ADVISORS EQUITY GROWTH
FUND INSURANCE CONTRACTS 8,600,452 9,965,011
DIVERSIFIED INVESTMENT
ADVISORS EQUITY INCOME
FUND INSURANCE CONTRACTS 26,353,746 44,295,996
DIVERSIFIED INVESTMENT
ADVISORS BALANCED
FUND INSURANCE CONTRACTS 16,850,576 20,840,842
DIVERSIFIED INVESTMENT
ADVISORS GIC FUND INSURANCE CONTRACTS 16,704 16,704
GOVERNMENT FIXED FUND INSURANCE CONTRACTS 58,960,816 58,960,816
TRAVELERS INSURANCE
#GR-13655 INSURANCE CONTRACTS 484,870 484,870
FRANK RUSSELL REAL ESTATE
EQUITY FUND REAL ESTATE 705,302 633,981
*NORTHERN TRUST COLLECTIVE
SHORT-TERM INVESTMENT
FUND CASH EQUIVALENTS 1,878,823 1,878,823
SUNDRY ASSETS MISCELLANEOUS 217,044 163,117
------------ ------------
$133,024,826 $156,985,943
============ ============
</TABLE>
*PARTY IN INTEREST
<PAGE> 16
SCHEDULE II
-----------
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
TRANSACTIONS OR SERIES OF TRANSACTIONS
INVOLVING AN AMOUNT IN EXCESS OF
FIVE PERCENT OF THE CURRENT VALUE OF ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995 (LINE 27d OF FORM 5500)
------------------------------------------------------------
<TABLE>
<CAPTION>
Description of
asset (include interest Expense
Identity of party rate and maturity in Selling incurred with Cost of
involved case of loan) Purchase Price Price Lease Rental transaction asset
- ---------------------- ----------------------- -------------- ---------- ------------ ------------- -------
<S> <C> <C> <C> <C> <C> <C>
Diverisfied Investment
Advisors Equity Income Fund $6,104,931 - - - -
Diversified Investment
Advisors Equity Income Fund - $4,060,911 - - $2,700,363
The Northern Trust Collective Investment
Company Fund 6,567,898 - - - -
The Northern Trust Collective Investment
Company Fund - 6,566,928 - - 6,566,928
The Northern Trust Collective Investment
Company Fund 22,050,404 - - - -
The Northern Trust Collective Investment
Company Fund - 20,328,375 - - 20,328,375
Diversified Investment
Advisors Balanced Fund 6,274,969 - - - -
Diversified Investment
Advisors Balanced Fund - 1,645,902 - - 1,458,092
Diversified Investment Government
Advisors Fixed Fund 27,777,757 - - - -
Diversified Investment Government
Advisors Fixed Fund - 10,284,526 - - 10,284,526
Diversified Investment
Advisors GIC Fund 682,995 - - - -
Diversified Investment
Advisors GIC Fund - 17,168,498 - - 17,168,498
</TABLE>
TRANSACTIONS OR SERIES OF TRANSACTIONS
INVOLVING AN AMOUNT IN EXCESS OF
FIVE PERCENT OF THE CURRENT VALUE OF ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995 (LINE 27d OF FORM 5500)
------------------------------------------------------------
<TABLE>
<CAPTION>
Current value
of asset on
Identity of party transaction Net gain
involved date or (loss)
- ----------------------- ------------- ---------
<S> <C> <C>
Diversified Investment
Advisors $6,104,931
Diversified Investment
Advisors $4,060,911 $1,360,548
The Northern Trust
Company 6,567,898 -
The Northern Trust
Company 6,566,928 -
The Northern Trust
Company 22,050,404 -
The Northern Trust
Company 20,328,375 -
Diversified Investment
Advisors 6,274,969 -
Diversified Investment
Advisors 1,645,902 187,810
Diversified Investment
Advisors 27,777,757 -
Diversified Investment
Advisors 10,284,526 -
Diversified Investment
Advisors 682,995 -
Diversified Investment
Advisors 17,168,498 -
</TABLE>
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
By: /s/ Gerald W. Berger
------------------------------
Gerald W. Berger
Member of Plan Administrative
Committee for Dean Foods Company
Investment and Profit Sharing Plan
Date: June 28, 1996
GWB/mj 11-K
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-94753) of Dean Foods Company of our report dated
June 10, 1995 appearing on page 4 of the Annual Report of Deans Foods Company
Investment and Profit Sharing Plan on Form 11-K for the year ended December 31,
1995.
Price Waterhouse LLP
Chicago, Illinois
June 28, 1996
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