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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 27, 1998
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Dean Foods Company
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(Exact name of registrant as specified in its charter)
Delaware 1-08262 36-0984820
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3600 N. River Road Franklin Park, IL 60131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847)678-1680
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(Former name or former address, if changed since last report)
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Item 2 - Acquisition or Disposition of Assets
DEAN AGREES TO SELL VEGETABLE OPERATIONS;
WILL FOCUS RESOURCES ON DAIRY BUSINESS
Franklin Park, IL - July 27, 1998 - Dean Foods Company (NYSE:DF) today announced
that it has reached a definitive agreement to sell its vegetable operations,
which includes the nationally known Birds Eye brand, to Agrilink Foods, Inc.
for approximately $400 million in cash plus Agrilink's aseptic foods business
which will be folded into Dean's Specialty business segment. The transaction,
which is subject to regulatory approval, is expected to close within 60 days.
"The sale of our vegetable operations reflects our strategic decision to
concentrate shareholder resources to further expand Dean's three core
businesses, Dairy, Pickle and Specialty Foods," said Howard M. Dean, Chairman
and Chief Executive Officer. "The aseptic business which we are acquiring as
part of this transaction is a $100 million annual sales business located in
Benton Harbor, Michigan, that will be an excellent addition to our existing
aseptic business."
Dean Foods Vegetable Company, which also includes the Freshlike and VegAll
brands, reported fiscal 1998 revenues of $553 million or 17% of Dean Foods'
consolidated sales of $3.3 billion, and operating earnings of $39.6 million or
19% of Dean Foods consolidated operating earnings of $202.1 million.
Agrilink Foods (Formerly Curtice Burns Foods) is a wholly-owned subsidiary of
Pro-Fac Cooperative. Together they produce and market processed food products,
including fruits, vegetables, pickles and other foods. Dennis M. Mullen,
President and Chief Executive Officer of Agrilink stated, "We are very excited
that Dean Foods' vegetable business will join forces with Agrilink. The Birds
Eye, Freshlike and VegAll branded products will complement our strengths in the
vegetable business. We are looking forward to integrating our talented
management teams and dedicated workforces."
Mr. Dean further stated that the Company would also use the proceeds of the
sale to acquire new dairies in strategic geographic areas, to improve
efficiencies of its existing dairies through cost reduction and consolidation,
and to add volume through the introduction of innovative new products like the
Company's "Milk Chug" single serve beverage.
"We believe consolidation of the U.S. dairy industry is still in its early
stages, and we continue to seek acquisitions at the right price to strengthen
our position as the industry leader," Dean said. "We also see selected
acquisition opportunities in pickles and specialty foods, two
ssegments that historically have achieved excellent returns on invested
capital."
"While we made significant operating improvements in our vegetable business
over the past two years, we concluded that this business is more valuable to
owners better able to focus on the vegetable industry," he said. "For our part,
Dean Foods Company feels it can best serve the long-term interests of
shareholders by leveraging the Company's management talent and balance sheet
strength to pursue the opportunities in our three core businesses."
Dean Foods is the nation's leading dairy processor and distributor, producing a
full line of branded and private label products, including fluid milk, ice
cream and extended shelf life products which are sold under the Dean's and
other regional brand names. Dean dips and Marie's refrigerated salad dressings
are the leading brand names in their respective categories, while Dean Foods is
also the leader in private label pickles and non-dairy coffee creamers.
(www.deanfoods.com)
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Certain statements in this press release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements involve risks and uncertainties, including, but not limited to,
the following: risks associated with the Company's acquisition strategy, risks
associated with general industry conditions and risks associated with the impact
of governmental regulation on the dairy industry. While the company believes
that its assumptions are reasonable, it cautions that actual results could
differ materially from predicted results. The Company assumes no obligation to
update the information contained in this press release.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dean Foods Company
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(Registrant)
Date: August 11, 1998 William R. McManaman
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William R. McManaman
Vice President Finance and
Chief Financial Officer
Date: August 11, 1998 William M. Luegers, Jr.
-------------------- ----------------------------
William M. Luegers, Jr.
Controller
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EXHIBIT 99
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NEWS FROM DEAN FOODS [LOGO]
Contact: Howard Dean, Chairman & CEO
Bill McManaman, V.P. Finance & CFO
(847) 678-1680
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DEAN AGREES TO SELL VEGETABLE OPERATIONS;
WILL FOCUS RESOURCES ON DAIRY BUSINESS
Franklin Park, IL - July 27, 1998 - Dean Foods Company (NYSE:DF) today
announced that it has reached a definitive agreement to sell its vegetable
operations, which includes the nationally known Birds Eye brand, to Agrilink
Foods, Inc. for approximately $400 million in cash plus Agrilink's aseptic
foods business which will be folded into Dean's Specialty business segment.
The transaction, which is subject to regulatory approval, is expected to close
within 60 days.
"The sale of our vegetable operations reflects our strategic decision to
concentrate shareholder resources to further expand Dean's three core
businesses, Dairy, Pickle and Specialty Foods," said Howard M. Dean, Chairman
and Chief Executive Officer. "The aseptic business which we are acquiring as
part of this transaction is a $100 million annual sales business located in
Benton Harbor, Michigan, that will be an excellent addition to our existing
aseptic business."
Dean Foods Vegetable Company, which also includes the Freshlike and VegAll
brands, reported fiscal 1998 revenues of $553 million or 17% of Dean Foods'
consolidated sales of $3.3 billion, and operating earnings of $39.6 million or
19% of Dean Foods consolidated operating earnings of $202.1 million.
Agrilink Foods (formerly Curtice Burns Foods) is a wholly-owned subsidiary of
Pro-Fac Cooperative. Together they produce and market processed food products,
including fruits, vegetables, pickles and other foods. Dennis M. Mullen,
President and Chief Executive Officer of Agrilink stated "We are very excited
that Dean Foods' vegetable business will join forces with Agrilink. The Birds
Eye, Freshlike and VegAll branded products will complement our strengths in the
vegetable business. We are looking forward to integrating our talented
management teams and dedicated workforces."
Mr. Dean further stated that the Company would also use the proceeds of the
sale to acquire new dairies in strategic geographic areas, to improve
efficiencies of its existing dairies through cost reduction and consolidation,
and to add volume through the introduction of innovative new products like the
Company's "Milk Chug" single serve beverage.
"We believe consolidation of the U.S. dairy industry is still in its early
stages, and we continue to seek acquisitions at the right price to strengthen
our position as the industry leader," Dean said. "We also see selected
acquisition opportunities in pickles and specialty foods, two segments that
historically have achieved excellent returns on invested capital."
<PAGE> 2
================================================================================
NEWS FROM DEAN FOODS [ LOGO ]
Contact: Howard Dean, Chairman & CEO
Bill McManaman, V.P. Finance & CFO
(847) 678-1680
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Page 2
"While we made significant operating improvements in our vegetable business
over the past two years, we concluded that this business is more valuable to
owners better able to focus on the vegetable industry," he said. "For our
part, Dean Foods Company feels it can best serve the long-term interests of
shareholders by leveraging the Company's management talent and balance sheet
strength to pursue the opportunities in our three core businesses."
Dean Foods is the nation's leading dairy processor and distributor, producing a
full line of branded and private label products, including fluid milk, ice
cream and extended shelf life products which are sold under the Dean's and
other regional brand names. Dean dips and Marie's refrigerated salad dressings
are the leading brand names in their respective categories, while Dean Foods is
also the leader in private label pickles and non-dairy coffee creamers.
Certain statements in this press release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements involve risks and uncertainties, including, but not limited to,
the following: risks associated with the Company's acquisition strategy, risks
associated with general industry conditions and risks associated with the
impact of governmental regulation on the dairy industry. While the company
believes that its assumptions are reasonable, it cautions that actual future
results could differ materially from predicted results. The Company assumes no
obligation to update the information contained in this press release.
Further information on Dean Foods Company available on our web site at:
www.deanfoods.com
