<PAGE>
NUMBER OF PAGES: 18
PAGE WHERE EXHIBIT INDEX IS LOCATED: 10
As filed with the Securities and Exchange Commission on September 29, 1997
Registration No. 33-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________
Dean Foods Company
(Exact name of registrant as specified in its charter)
Delaware 36-0984820
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 N. River Road, Franklin Park, Illinois 60131
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
DEAN FOODS COMPANY 1996 DIRECTOR STOCK AWARDS PLAN
--------------------------------------------------
(Full title of the Plan)
Eric A. Blanchard
Dean Foods Company
3600 N. River Road
Franklin Park, Illinois 60131
--------------------------------
(Name and address of agent for service)
847/678-1680
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount
Securities to be offering aggregate of
to be registered price per offering registration
registered (1) share (2) price (2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par Value 100,000 shs. $ 47.19 $4,719,000 $1,430
$1 Per Share
================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to
cover any additional shares of Common Stock issuable pursuant to the
antidilution provisions of the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing the
registration fee, on the basis of the average of the high and low prices of
Common Stock on September 25, 1997 as set forth in the New York Stock
Exchange--Composite transactions.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is contained in
documents sent or given to award holders as specified by Rule 428(b)(1) under
the Securities Act of 1933. Such documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the Section 10(a) prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated, as of their respective dates, in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 25, 1997.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since May 25,
1997.
(c) The description of the Common Stock contained in the
Registration Statement of the Company on Form 8-A dated November 18,
1981, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in the original Section 10(a) prospectus (as
regards any statement in any previously filed document incorporated by reference
herein), or a statement in any subsequently filed document that is also
incorporated by reference herein or a statement in any subsequent Section 10(a)
prospectus, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors, Officers and Controlling Persons.
Under certain provisions of the Delaware General Corporation Law, the
Company has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement reasonably incurred by him or her in
connection with such action, suit or proceeding; except that under such
provisions indemnification relating to a derivative action or suit is limited to
expenses reasonably incurred in connection with the defense or settlement
thereof. To be eligible for indemnification under such provisions as to a
particular action, suit or proceeding (or claim, issue or matter therein), a
director, officer, employee or agent must either be successful in his or her
defense thereof (in which event indemnification against related expenses is
mandatory) or must meet certain statutory standards (generally, that he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, that he or she had no reasonable cause to believe
his or her conduct was unlawful). The indemnification provided by such
provisions does not exclude any other rights to which a person seeking
indemnification may otherwise be entitled.
Article Twelfth of the Company's Certificate of Incorporation provides
that each person who was or is a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, by reason of the fact that he or
she (i) is or was or has agreed to become a director or officer of the Company
or (ii) is or was serving or has agreed to serve (at or during such time as he
or she is or was a director or officer of the Company) as an employee, agent or
fiduciary of the Company or, at the request of the Company, as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise or entity, or by reason of any action alleged
to have been taken or omitted by him or her in any such capacity, shall be
indemnified and held harmless by the Company to the fullest extent permitted by
Delaware law, as the same existed on October 19, 1987 or may thereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment), against all
expense (including attorneys' fees and amounts expended in seeking
indemnification granted to him or her under applicable law, such Article, the
Company's By-laws or any agreement with the Company) and, in each case other
than an action by or in the
<PAGE>
right of the Company, all liability and loss (including judgments, fines and
amounts paid or to be paid in settlement), actually and reasonably incurred or
suffered by him or her in connection with such action, suit or proceeding and
any appeal thereof, if in each case he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action, suit or
proceeding, had no reasonable cause to believe his or her conduct was unlawful;
except that, in the case of an action or suit by or in the right of the Company,
no indemnification shall be made in respect of any claim, issue or matter as to
which he or she shall have been adjudged to be liable to the Company unless and
only to the extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
he or she is fairly and reasonably entitled to indemnification for such expenses
which the Court of Chancery of Delaware or such other court shall deem proper.
Article Twelfth provides that such indemnification shall continue as to any such
person who has ceased to be a director or officer of the Company and shall inure
to the benefit of his or her heirs, executors and administrators.
Any indemnification under Article Twelfth (other than (i)
indemnification for expenses actually and reasonably incurred in connection with
the successful defense of any action, suit or proceeding, appeal thereof or
claim, issue or matter therein, which is mandatory, and (ii) the advance of
expenses, which is mandatory if the Company receives an undertaking to repay
such advance if it shall ultimately be determined that the indemnified person is
not entitled to be indemnified by the Company) shall, unless ordered by a court,
be made by the Company only as authorized in the specific case upon a
determination, made as provided in Article Twelfth, that indemnification is
proper in the circumstances because the indemnified director or officer has met
the applicable standard of conduct.
Article Twelfth provides that the rights conferred thereunder shall
not be exclusive of any other right which the indemnified director or officer
may have had at October 19, 1987 or thereafter acquire under any law, provision
of the Company's Certificate of Incorporation or by-laws, agreement, vote of
stockholders or disinterested directors or otherwise, and further provides that
the Board of Directors is authorized to enter into a contract with any director
or officer of the Company providing for indemnification rights equivalent to or,
if the Board of Directors so determines, greater than those provided for in
Article Twelfth.
The Company's by-laws include provisions substantially identical to
those of Article Twelfth.
Pursuant to the authorization in Article Twelfth, and as authorized by
the stockholders of the Company, the Company has entered into indemnification
agreements with all of its directors and elected officers. Such agreements
provide for and define more particularly the indemnification contemplated by
Article Twelfth (including mandatory advance of expenses), also provide for
indemnification against all liability or loss actually and reasonably incurred
in connection with actions by or in the right of the Company, and require the
Company to maintain (or to provide indemnification to the full extent of the
coverage which would otherwise have been provided by) directors' and officers'
liability insurance in the amount of
<PAGE>
$25,000,000; except that the agreements exclude any obligation to make any
indemnity payment or advance of expenses in connection with any proceeding to
the extent that there has been a final adjudication by a court of competent
jurisdiction that the indemnified director or officer derived an improper
personal benefit or otherwise breached his or her duty of loyalty to the Company
or its stockholders or to the extent that there has been a final adjudication by
a court of competent jurisdiction that he or she committed acts or omissions
other than in good faith or which involved intentional misconduct or knowing
violation of law. The agreements effectively place on the Company the burden of
proving that an indemnified director or officer is not entitled to
indemnification, and specify the manner in which any necessary determinations of
entitlement to indemnification are to be made, including any determinations
after any Change in Control (as defined in the agreements).
The agreements provide that no proceeding shall be brought and no
cause of action shall be asserted by the Company or any subsidiary or by any
stockholder on behalf of the Company or any subsidiary against the indemnified
director or officer, his or her spouse, heirs, estate, executors or
administrators after the expiration of one year from the act or omission upon
which such proceeding is based (or, in the event that the indemnified director
or officer has fraudulently concealed the facts underlying such cause of action,
after the expiration of one year from the earlier of (i) the date the Company or
any subsidiary of the Company discovers such facts, or (ii) the date the Company
or any subsidiary of the Company could have discovered such facts by the
exercise of reasonable diligence); and that any claim or cause of action of the
Company or any subsidiary of the Company, including claims predicated upon the
negligent act or omission of the indemnified director or officer, shall be
extinguished and deemed released unless asserted by filing of a legal action
within such period; except that such limitation and release shall not apply to
any cause of action which had accrued on the date of an agreement and of which
the indemnified director or officer was aware on such date but as to which the
Company had no actual knowledge apart from his or her knowledge.
The agreements provide that the provisions for indemnification and
advancement of expenses set forth therein shall not be deemed exclusive of any
other rights which the indemnified director or officer may have under any
provision of law, the Company's Certificate of Incorporation or By-laws, the
vote of the Company's stockholders or disinterested directors, other agreements,
or otherwise, both as to action in his or her official capacity and to action in
another capacity while occupying his or her position as an agent of the Company,
and that the indemnified director or officer's rights thereunder shall continue
after he or she has ceased acting as an agent of the Company and shall inure to
the benefit of his or her heirs, executors and administrators.
The Company maintains a policy of liability insurance which, subject
to various exclusions and deductibles, covers its directors and officers (and
the Company's indemnification obligations to them), to the extent of $35,000,000
each policy year, for damages, judgments, settlements, costs and other amounts
payable by them for claims made against them for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty, or any other matter claimed against them solely by reason of being
directors or officers of the Company.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits filed herewith are specified on the Index to Exhibits at
page 10 hereof.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Franklin Park, State of Illinois, on September 29,
1997.
DEAN FOODS COMPANY
By: /s/ Howard M. Dean
------------------------------
Howard M. Dean
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby authorizes Howard M. Dean,
Thomas L. Rose and Thomas A Ravencroft or any of them, with full power of
substitution, to execute in his or her name and on his or her behalf, and to
file, any amendments (including, without limitation, post-effective amendments)
to this registration statement necessary or advisable in the opinion of any of
them to enable the registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in respect thereof, which amendments may make
such other changes in this registration statement as any of them deems
advisable.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 29th day of September, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Howard M. Dean /s/ Edward A. Brennan
- --------------------------------------------- ---------------------------------
Howard M. Dean, Chairman of the Board Edward A. Brennan, Director
and Chief Executive Officer and Director
/s/ William R. McManaman /s/ Lewis M. Collens
- --------------------------------------------- ---------------------------------
William R. McManaman, Vice President - Lewis M. Collens, Director
Finance (Principal Financial Officer)
/s/ William M. Luegers /s/ Paula Hannaway Crown
- --------------------------------------------- ---------------------------------
William M. Luegers, Corporate Controller Paula Hannaway Crown, Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Bert A. Getz /s/ John P. Frazee, Jr.
- -------------------------------------------- ---------------------------------
Bert A. Getz, Director John P. Frazee, Jr., Director
/s/ John S. Llewellyn, Jr. /s/ Andrew J. McKenna
- -------------------------------------------- ---------------------------------
John S. Llewellyn, Jr., Director Andrew J. McKenna, Director
/s/ Richard P. Mayer /s/ Thomas A. Ravencroft
- -------------------------------------------- ---------------------------------
Richard P. Mayer, Director Thomas A. Ravencroft, Senior Vice
President and Director
/s/ Thomas L. Rose
- --------------------------------------------
Thomas L. Rose, Vice Chairman
and Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Pages
- ------- ------------
<C> <S> <C>
4.4 Dean Foods Company 1996 Director Stock Awards Plan....... 11
5 Opinion of Eric A. Blanchard............................. 17
23.1 Consent of Eric A. Blanchard
(included in Exhibit 5).................................. 17
23.2 Consent of Price Waterhouse LLP.......................... 18
24 Powers of Attorney
(included on the Signatures pages hereof)................ 8
</TABLE>
<PAGE>
Exhibit 4.4
DEAN FOODS COMPANY
1996 DIRECTOR STOCK AWARDS PLAN
1. Purpose. The purpose of this Plan (the "Plan") is to promote the
long-term financial interests of the Company and its subsidiaries by:
(a) providing an incentive for all non-employee members of the Board
of Directors (the "Non-Employee Directors") to maximize the long-term
value of the Company's Common Stock and otherwise act in the best
interest of the Company's stockholders;
(b) providing Non-Employee Directors with the opportunity to acquire a
greater stake in the future of the Company and its subsidiaries
through stock ownership; and
(c) attracting and retaining highly qualified Non-Employee Directors
who will contribute in exceptional ways to the long-term financial
success of the Company and its subsidiaries.
2. Definitions. The following definitions are applicable to the Plan:
"Board of Directors" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and
any successor statute.
"Common Stock" means Common Stock, $1.00 par value, of the
Company or such other securities as may be substituted therefor
pursuant to paragraph 5(c).
"Company" means Dean Foods Company, a Delaware corporation, and
its successors.
"Eligible Director" means any present or future member of the
Board of Directors who, on the date of an award pursuant to the Plan,
(a) is a member of the Board of Directors, and (b) is not an employee
of the Company or any of its subsidiaries.
The "fair market value" of the Common Stock on any date means the
closing price of Common Stock on that date (or, if such date is not a
trading date, on the next preceding date which was a trading date) on
the New York Stock
<PAGE>
Exchange Composite Transactions list, as subsequently reported in The
Wall Street Journal.
"participant" means any Eligible Director who has been granted an
award pursuant to the Plan.
3. Limitation on Aggregate Shares. Subject to adjustment as provided in
paragraph 5(c), the number of shares of Common Stock which may be issued upon
the exercise or payment of awards granted under the Plan shall not exceed, in
the aggregate, 100,000 shares; it being understood that to the extent any awards
expire unexercised or unpaid or are cancelled, terminated or forfeited in any
manner without the issuance of shares of Common Stock thereunder, such shares
shall again be available under the Plan. Such 100,000 shares of Common Stock
shall be treasury shares.
4. Awards. The Board of Directors may grant to Eligible Directors, in
accordance with this paragraph 4 and the other provisions of the Plan, stock
options and restricted stock.
(a) Options.
(i) Options granted under the Plan shall not qualify as incentive
stock options within the meaning of Section 422A of the Code or any
successor provision.
(ii) The option price per share of Common Stock shall be 100% of
the fair market value of a share of Common Stock on the date of grant
and not less than the par value of a share of Common Stock.
(iii) Options shall be exercisable at such time or times as the
Board of Directors shall determine at or subsequent to grant.
(iv) An option shall be exercised in whole or in part by written
notice to the Company (to the attention of the Secretary) at any time
prior to its stated expiration and payment in full of the option price
for the shares as to which the option is being exercised. Payment of
the option price may be made, at the discretion of the optionee, and
to the extent permitted by the Board of Directors, (A) in cash
(including check, bank draft, or money order), (B) in Common Stock
already owned by the optionee (valued at the fair market value thereof
on the date of exercise), (C) by a combination of cash and Common
Stock, or (D) with any other consideration.
<PAGE>
(b) Restricted Stock.
(i) The Board of Directors may award to any Eligible Director
shares of Common Stock, subject to this paragraph 4(b) and such other
terms and conditions as the Board of Directors may prescribe (such
shares being called "restricted stock"). Each certificate for
restricted stock shall be registered in the name of the participant
and deposited, together with a stock power endorsed in blank, with the
Company.
(ii) Restricted stock may be awarded without any consideration
other than services rendered and/or (to the extent permitted by
applicable corporate law on the date of award) services to be
rendered.
(iii) There shall be established for each restricted stock award
a restriction period (the "restriction period") of such length as
shall be determined by the Board of Directors. Shares of restricted
stock may not be sold, assigned, transferred, pledged or otherwise
encumbered, except as hereinafter provided, during the restriction
period. Except for such restrictions on transfer and such other
restrictions as the Board of Directors may impose, the participant
shall have all the rights of a holder of Common Stock as to such
restricted stock. The Board of Directors, in its sole discretion, may
permit or require the payment of cash dividends to be deferred and, if
the Board of Directors so determines, reinvested in additional
restricted stock or otherwise invested or accruing a yield. At the
expiration of the restriction period, the Company shall redeliver to
the participant (or the participant's legal representative or
designated beneficiary) the certificate deposited pursuant to this
paragraph.
(iv) Except as provided by the Board of Directors at or
subsequent to the time of grant, upon termination of service of a
participant as a member of the Board of Directors for any reason
(including, without limitation, expiration of term without reelection,
resignation, retirement, total disability or death) during the
restriction period, all shares still subject to restriction shall be
forfeited by the participant.
(c) Cash Payments. Options may, in the Board of Directors' discretion,
provide that in connection with exercises thereof the holders will
receive cash payments based on formulas designed to reimburse holders
for their income tax liability resulting from such exercise and the
payment made pursuant to this paragraph 4(c).
<PAGE>
(d) Surrender. If so provided by the Board of Directors at or
subsequent to the time of grant, an award may be surrendered to the
Company on such terms and conditions, and for such consideration, as
the Board of Directors shall determine.
(e) Award Forms. The form of each award (and of the documentation
evidencing each award) shall be determined by the Board of Directors.
5. Miscellaneous Provisions.
(a) Administration. The Plan shall be administered by the Board of
Directors. Subject to the limitations of the Plan, the Board of
Directors shall have the sole and complete authority: (i) to select
participants, (ii) to make awards in such forms and amounts as it
shall determine, (iii) to impose such limitations, restrictions and
conditions upon such awards as it shall deem appropriate, (iv) to
interpret the Plan and to adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan, (v)
to correct any defect or omission or to reconcile any inconsistency in
the Plan or in any award granted hereunder and (vi) to make all other
determinations and to take all other actions necessary or advisable
for the implementation and administration of the Plan. The Board of
Directors' determinations on matters within its authority shall be
conclusive and binding upon the Company and all other persons. All
expenses associated with the Plan shall be borne by the Company.
(b) Non-Transferability. No award under the Plan, and no interest
therein, shall be transferable by a participant otherwise than by will
or the laws of descent and distribution. All awards shall be
exercisable or received during a participant's lifetime only by the
participant or the participant's legal representative. Any purported
transfer contrary to this provision will nullify the award.
(c) Adjustments Upon Certain Changes. In the event of any
reorganization, recapitalization, reclassification, merger,
consolidation, or sale of all or substantially all of the Company's
assets followed by liquidation, which is effected in such a way that
holders of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for Common Stock (an "Organic
Change"), the Board of Directors shall make appropriate changes to
insure that each outstanding award involving the right to acquire
Common Stock thereafter represents the right to acquire, in lieu of or
in addition to the shares of Common Stock immediately theretofore
acquirable upon exercise or payment, such securities or assets as may
be issued or payable with respect to or in exchange for an equivalent
number of shares of Common Stock; and in the event of any stock
dividend, stock split or combination of shares, the Board of Directors
shall make appropriate changes in the number of shares authorized by
the Plan to be delivered thereafter and in the numbers of shares
covered by outstanding awards and the exercise prices specified
therein (and in the event of a spin-off, the
<PAGE>
Board of Directors may make similar changes), in order to prevent the
dilution or enlargement of award rights. However, no right to purchase
or receive a fraction of a share shall be created; and if, as a result
of any such change, a fractional share would result or the right to
purchase or receive the same would result, the number of shares in
question shall be decreased to the next lower whole number of shares.
The Board of Directors may provide, in the agreement evidencing any
award, for adjustments to such award in order to prevent the dilution
or enlargement of rights thereunder or for acceleration of benefits
thereunder and/or cash payments in lieu of benefits thereunder in the
event of a change in control (or tender offer or accumulation of
Common Stock), merger, consolidation, reorganization,
recapitalization, sale or exchange of all or substantially all of the
assets or dissolution of the Company.
(d) Tax Withholding. The Board of Directors shall have the power to
withhold, or require a participant to remit to the Company, an amount
sufficient to satisfy any withholding or other tax due with respect to
any amount payable and/or shares issuable under the Plan, and the
Board of Directors may defer such payment or issuance unless
indemnified to its satisfaction. Subject to the consent of the Board
of Directors, a participant may make an irrevocable election to have
shares of Common Stock otherwise issuable under an award withheld,
tender back to the Company shares of Common Stock received pursuant to
an award or deliver to the Company shares of Common Stock already
owned by the participant having a fair market value sufficient to
satisfy all or part of the participant's estimated tax obligations
associated with the transaction. Such election must be made by a
participant prior to the date on which the relevant tax obligation
arises. The Board of Directors may disapprove of any election and may
limit, suspend or terminate the right to make such elections.
(e) Listing and Legal Compliance. The Board of Directors may suspend
the exercise or payment of any award if it determines that securities
exchange listing or registration or qualification under any securities
laws is required in connection therewith and has not been completed on
terms acceptable to the Board of Directors.
(f) Rights of Participants. Nothing in the Plan shall confer on any
Eligible Director any right to continue to serve as a member of the
Board of Directors or affect in any way the right of the Company to
terminate such service at any time. No Eligible Director shall have a
right to be selected as a participant, or, having been so selected, to
be selected again as a participant.
(g) Amendment, Suspension and Termination of Plan. The Board of
Directors may suspend or terminate the Plan or any portion thereof at
any time and may amend it from time to time in such respects as the
Board of Directors may deem advisable; provided, however, that no such
amendment shall be made without stockholder approval to the extent
such approval is required by law, agreement or
<PAGE>
the rules of any exchange upon which the Common Stock is listed. No
such amendment, suspension or termination shall impair the rights of
participants under outstanding awards without the consent of the
participants affected thereby.
The Board of Directors may amend or modify any award in any
manner to the extent that the Board of Directors would have had the
authority under the Plan to initially grant the award as so amended or
modified. No such amendment or modification shall impair the rights of
the participant under such award without the consent of such
participant.
6. Effective Date. The effective date of the Plan shall be October 1,
1996, the date of its adoption by the Board of Directors.
<PAGE>
Exhibit 5
DEAN FOODS COMPANY
September 29, 1997
Dean Foods Company
3600 N. River Road
Franklin Park, Illinois 60131
Re: Dean Foods Company
Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am General Counsel of Dean Foods Company, a Delaware corporation
(the "Company").
Reference is made to the registration by the Company under the
Securities Act of 1933 on the Form S-8 Registration Statement to which this
opinion is Exhibit 5 (the "Registration Statement") of additional shares of the
Company's Common Stock, Par Value $1 Per Share (the "Common Stock"), issuable by
the Company pursuant to the Dean Foods Company 1989 Stock Awards Plan, as
amended to date (the "Plan").
It is my opinion that each additional share of Common Stock registered
by means of the Registration Statement, when issued pursuant to the Plan, will
be legally issued and, provided the consideration received by the Company for
such share equals or exceeds its par value, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Eric A. Blanchard
Eric A. Blanchard
EAB:koc
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 24, 1997, which appears on page
36 of the 1997 Annual Report to Stockholders of Dean Foods Company, which is
incorporated by reference in Dean Foods Company's Annual Report on Form 10-K for
the fiscal year ended May 25, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 17 of such Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Chicago, Illinois
September 29, 1997
