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<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, 1996
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: 847/678-1680
<PAGE> 2
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<PAGE> 3
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS
Page
Report of independent accountants 1
Financial statements:
Statement of net assets available for
plan benefits at December 31, 1996 and 1995 2
Statement of changes in net assets available
for plan benefits for the year ended
December 31, 1996 3
Notes to financial statements 4-12
Assets held for investment as of
December 31, 1996 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, 1996 Schedule II
Note: All other supplementary schedules have been omitted because
they are not applicable.
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
June 10, 1997
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, 1996 and
1995, and the changes in its financial status for the year ended December 31,
1996, 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 Income 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.
<PAGE> 5
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Investments, at market value (Note 3):
Holding account $ 2,186,848 $ (21,092)
Balanced fund 29,516,748 20,839,480
Equity Income fund 57,273,781 44,294,958
GIC fund - 502,546
Dean Foods stock fund 19,609,744 16,273,193
Government fixed fund 54,758,632 58,960,376
Reiter Dairy Plan fund 279,184 240,541
International fund 6,309,615 3,509,394
Equity growth fund 16,379,296 9,964,034
Florida Plan fund 735,296 2,422,513
-------------- --------------
Total investments 187,049,144 156,985,943
-------------- --------------
Employer and employee contributions receivable 1,069,181 878,066
Employer profit sharing contribution receivable 2,967,659 2,493,380
Loans to participants 5,058,869 3,435,332
Interest and dividends receivable 2,523 8,538
-------------- --------------
Net assets available for Plan benefits $ 196,147,376 $ 163,801,259
============== ==============
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE> 6
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
Source of assets:
Investment income:
Unrealized appreciation in market value of investments $ 16,626,864
Realized net gains on sales of investments 1,892,493
Interest 3,505,814
Dividends 440,352
Other Income 53,918
-------------
22,519,441
-------------
Contributions:
Employer contributions 2,582,289
Employee contributions 12,756,632
Profit sharing contributions 5,375,730
-------------
20,714,651
-------------
Participant rollovers from other plans 761,050
-------------
Total sources of assets 43,995,142
-------------
Application of assets:
Benefit payments to Plan participants 11,588,528
Fees and expenses 60,497
-------------
Total applications of assets 11,649,025
-------------
Increase in net assets during the year 32,346,117
Net assets available for Plan benefits, beginning of year 163,801,259
-------------
Net assets available for Plan benefits, end of the year $ 196,147,376
=============
</TABLE>
The accompanying notes are an integral part of this statement.
DEAN FOODS COMPANY
- 3 -
<PAGE> 7
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, 1996 and 1995 were $197,516 and $407,140,
respectively.
- 5 -
<PAGE> 9
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
--------------------------------------------
1996 1995
---------------- --------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 196,147,376 $ 163,801,259
Amounts payable to withdrawing participants (197,516) (407,140)
---------------- --------------
Net assets available for benefits per the Form 5500 $ 195,949,860 $ 163,394,119
================ ==============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31,
1996
-------------
<S> <C>
Benefits paid to participants per the financial
statements $ 11,588,528
Add: Amounts payable to withdrawing
participants at December 31, 1996 197,516
Less: Amounts payable to withdrawing
participants at December 31, 1995 (407,140)
-------------
Benefits paid to participants per the Form 5500 $ 11,378,904
=============
</TABLE>
- 6 -
<PAGE> 10
NOTE 3 - INVESTMENTS:
Effective October 1, 1995, 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 Reiter Dairy Plan fund and the Florida Plan funds are frozen. The assets
in the Reiter Dairy Plan fund and the Florida Plan fund are being liquidated as
they mature. The GIC fund merged into the government fixed fund in 1996.
The Dean Foods stock fund, which is managed by the Trustee, consists of Dean
Foods Company Common Stock ($1 par value).
- 7 -
<PAGE> 11
The Plan's assets are invested as follows:
<TABLE>
<CAPTION>
December 31, 1996
-------------------------------------------------------------
Shares/
par value Cost Market value
--------- ---- ------------
<S> <C> <C> <C>
Holding account:
Cash $ 2,186,848 $ 2,186,848
Balance fund:
Corporate bonds 21,840,133 29,516,748
Equity Income fund:
Common stock 32,068,876 57,273,781
Government fixed fund:
U.S. government issues 54,758,821 54,758,632
Reiter Dairy Plan fund:
Short-term investments 76,622 76,622
Growth/income funds 256,300 202,562
Dean Foods stock fund:
Common stock 608,198 16,236,376 19,609,744
Equity growth fund:
Common stock 13,029,655 16,379,296
International fund:
Common stock 5,242,720 6,309,615
Florida Plan fund:
Common stock 550,168 520,652
Short-term investments 214,644 214,644
-------------- --------------
$ 146,461,163 $ 187,049,144
============== ==============
</TABLE>
- 8 -
<PAGE> 12
<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 Income 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 Plan fund:
Short-term investments 37,979 37,979
Growth/income funds 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>
- 9 -
<PAGE> 13
The changes in unrealized appreciation/(depreciation) of investments during the
year ended December 31, 1996 were as follows:
<TABLE>
<CAPTION>
January 1, December 31,
1996 Appreciation 1996
balance (Depreciation) balance
------- ------------ -------
<S> <C> <C> <C>
Balanced fund $ 3,990,266 $ 3,686,349 $ 7,676,615
Equity income fund 17,942,250 7,262,655 25,204,905
Reiter Dairy Plan fund (53,738) - (53,738)
Government fixed fund - (189) (189)
GIC fund (189) 189 -
Dean Foods stock fund 393,022 2,980,346 3,373,368
Equity growth fund 1,364,559 1,985,082 3,349,641
International fund 396,268 670,627 1,066,895
Florida Plan fund (71,321) 41,805 (29,516)
------------ ------------- ------------
Total $ 23,961,117 $ 16,626,864 $ 40,587,981
============ ============= ============
</TABLE>
The aggregate proceeds, costs, and realized gains/(losses) resulting from the
sale of investments for the year ended December_31, 1996 were as follows:
<TABLE>
<CAPTION>
Aggregate Aggregate Realized
proceeds cost gain/(loss)
-------- ---- ----------
<S> <C> <C> <C>
Balanced fund $ 1,864,432 $ 1,470,867 $ 393,565
Equity income fund 3,452,173 2,023,690 1,428,482
GIC fund 508,656 508,656 -
Government fixed fund 13,879,988 13,879,988 -
Dean Foods stock fund 2,139,001 2,260,920 (121,918)
Equity growth fund 808,876 657,581 151,295
International fund 365,405 313,351 52,054
Florida Plan fund 145,282 156,267 (10,985)
------------ ------------ -----------
Total $ 23,163,813 $ 21,271,320 $ 1,892,493
============ ============ ===========
</TABLE>
- 10 -
<PAGE> 14
NOTE 4 - SUMMARY OF FINANCIAL STATEMENT BALANCES BY FUND:
Following is a summary of certain financial statement balances by fund at
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Interest and
Dividend Benefit
1996 Receivables Contribution Income Payments
---- ----------- ------------ ------------ --------
<S> <C> <C> <C> <C>
Balanced fund $ 1,744,907 $ 3,826,201 $ 1,795 $ 1,274,738
Equity income fund 2,569,852 5,614,991 2,778 2,549,476
GIC fund - - 14,559 -
Government fixed fund 2,129,943 5,493,932 3,465,843 5,678,379
Reiter Dairy Plan fund 354 - 2,816 115,886
Dean Foods stock fund 1,051,871 2,346,409 444,350 927,082
Equity growth fund 1,132,865 2,449,990 895 579,426
International fund 467,318 983,128 488 347,656
Florida Plan fund 1,122 - 12,642 115,885
------------- ------------ ------------ -----------
Total $ 9,098,232 $ 20,714,651 $ 3,946,166 $11,588,528
============= ============ ============ ===========
</TABLE>
<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 fund 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>
- 11 -
<PAGE> 15
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 - SIGNIFICANT INVESTMENTS:
Investments with fair values in excess of 5% of net assets available for
benefits at December 31, 1996 and 1995 were:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Dean Foods Company $19,614,386 $16,235,523
Diversified Investment Advisors
Equity Growth Fund 16,379,297 9,965,011
Diversified Investment Advisors
Equity Income Fund 57,273,781 44,295,996
Diversified Investment Advisors
Balanced Fund 29,516,748 20,840,842
Money Government
Fixed Fund 54,758,631 58,960,816
</TABLE>
NOTE 7 - SUBSEQUENT EVENT:
Effective April 1, 1997 the Belleville Employees' Pension Plan (the Belleville
Plan) merged into the Plan. At this time, participants in the Belleville Plan
became participants in the Plan and the Belleville Plan was terminated. The
net assets of the Belleville Plan were transferred to the Plan's Trustee.
- 12 -
<PAGE> 16
SCHEDULE I
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1996 (LINE 27a OF FORM 5500)
<TABLE>
<CAPTION>
Description
Identity of Issue Of Investment Cost Fair Value
- ----------------- ------------- ---- ----------
<S> <C> <C> <C>
*Dean Foods Company Common Stock $ 16,241,018 $ 19,614,386
Diversified Investment
Advisors International
Equity Fund Mutual Fund 5,242,022 6,308,917
Diversified Investment
Advisors Equity Growth
Fund Mutual Fund 13,029,656 16,379,297
Diversified Investment
Advisors Equity Income
Fund Mutual Fund 32,068,876 57,273,781
Diversified Investment
Advisors Balanced
Fund Mutual Fund 21,840,133 29,516,748
Money Government U.S. Government and
Fixed Fund Agency Issues 54,758,631 54,758,631
Frank Russell Real Estate
Equity Fund Mutual Fund 550,168 520,652
*Participant Loans Loans at 6-9% - 5,058,869
*Northern Trust Collective
Short-Term Investment
Fund Cash Equivalents 2,494,325 2,494,325
Sundry Assets Miscellaneous 236,334 182,407
------------ ------------
$146,461,163 $192,108,013
============ ============
</TABLE>
*Party in interest
- 13 -
<PAGE> 17
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, 1996 (LINE 27d OF FORM 5500)
<TABLE>
<CAPTION>
Description of
asset (include interest
Identity of party rate and maturity in Selling
involved case of loan) Purchase Price Price Lease Rental
-------- ------------ -------------- ------- ------------
<S> <C> <C> <C> <C>
Diversified Investment
Advisors Equity Income Fund $ 7,738,820 - -
Diversified Investment
Advisors Equity Income Fund - $ 3,452,173 -
The Northern Trust Collective Investment
Company Fund 8,810,748 - -
The Northern Trust Collective Investment
Company Fund - 8,811,719 -
The Northern Trust Collective Investment
Company Fund 21,918,784 - -
The Northern Trust Collective Investment
Company Fund - 21,302,311 -
Diversified Investment
Advisors Balance Fund 6,460,424 - -
Diversified Investment
Advisors Balanced Fund - 1,864,432 -
Diversified Investment Government
Advisors Fixed Fund 9,677,804 - -
Diversified Investment Government
Advisors Fixed Fund - 13,879,988 -
</TABLE>
<TABLE>
<CAPTION>
Current value
Expense of asset on
incurred with Cost of transaction Net gain
transaction asset date or (loss)
----------- ----- ---- --------
<S> <C> <C> <C>
- - $ 7,738,820
- $ 2,023,691 3,452,873 $ 1,428,482
- - 8,810,748 -
- 8,811,719 8,811,719 -
- - 21,918,784 -
- 21,302,311 21,302,311 -
- - 6,460,424 -
- 1,470,867 1,864,432 393,565
- - 9,677,804 -
- 13,879,988 13,879,988 -
</TABLE>
<PAGE> 18
EXHIBIT 23.1
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, 1997 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,
1996.
Price Waterhouse LLP
Chicago, Illinois
June 27, 1997
<PAGE> 1
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: 6-27-1997
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