<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-44851
PROSPECTUS SUPPLEMENT
(To prospectus dated February 9, 1998)
$200,000,000
DEAN FOODS COMPANY
6 5/8% Senior Notes Due 2009
----------------
The notes bear interest at the rate of 6 5/8% per year. Interest on the
notes is payable on May 15 and November 15 of each year, beginning November 15,
1999. The notes will mature on May 15, 2009. The notes are redeemable before
maturity and will not have the benefit of any sinking fund.
The notes are unsecured and rank equally with all of our other unsecured
senior indebtedness. The notes will be issued in book-entry form only
represented by global securities registered in the name of a nominee of The
Depository Trust Company. Except as described in this prospectus supplement,
notes in definitive form will not be issued.
----------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price(1)............................. 99.412% $198,824,000
Underwriting discount................................ .65% $1,300,000
Proceeds, before expenses, to Dean Foods............. 98.762% $197,524,000
</TABLE>
(1) Plus accrued interest from May 21, 1999, if settlement occurs after
that date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or determined that this
prospectus supplement or the prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The
Depository Trust Company, on or about May 21, 1999.
----------------
Merrill Lynch & Co.
Banc of America Securities LLC
Chase Securities Inc.
Goldman, Sachs & Co.
----------------
The date of this prospectus supplement is May 18, 1999.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Dean Foods Company......................................................... S-3
Recent Developments........................................................ S-3
Use of Proceeds............................................................ S-4
Capitalization............................................................. S-5
Description of Notes....................................................... S-6
Underwriting............................................................... S-10
Legal Matters.............................................................. S-11
</TABLE>
Prospectus
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
The Company................................................................ 4
Use of Proceeds............................................................ 4
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 4
Description of Capital Stock............................................... 15
Plan of Distribution....................................................... 19
Legal Matters.............................................................. 20
Experts.................................................................... 20
</TABLE>
----------------
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the prospectus and the reports incorporated
by reference into this prospectus supplement and the prospectus that we have
filed with the SEC contain forward-looking statements. You should be aware that
forward-looking statements are subject to risks, trends and uncertainties that
could cause actual results and achievements to differ materially from those
expressed in the forward-looking statements. These risks, trends and
uncertainties, which in some instances are beyond our control, include: risks
associated with our acquisition strategy, adverse weather conditions resulting
in poor harvest conditions, raw milk costs, interest rate fluctuations,
competitive pricing pressures, marketing and cost-management programs, changes
in government programs and shifts in market demand.
The words "expects," "intends," "believes," "forecasts," or other words
of similar meaning, generally identify forward-looking statements. You are
cautioned not to place undue reliance on any forward-looking statements.
----------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not, and
the underwriters have not, authorized anyone to provide you with additional or
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these notes in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this
prospectus supplement, as well as information we previously filed with the SEC
and incorporated by reference, is accurate as of the date on the cover of this
prospectus supplement only. Our business, financial condition, results of
operations and prospects may have changed since that date.
S-2
<PAGE>
DEAN FOODS COMPANY
We are a leading U.S. dairy processor and distributor, producing a full
line of branded and private label products, including fluid milk, cultured
products, ice cream and extended shelf life products which are sold under the
Dean's and other regional brand names. Dean's dips and Marie's refrigerated
salad dressings are the leading brand names in their respective categories. We
are the leaders in private label pickles and non-dairy coffee creamers.
Our business segments are:
.Dairy (fluid milk and cultured products, ice cream and extended shelf
life products)
.Pickles (pickles, relishes and specialty items)
.Specialty (powdered products and sauces, refrigerated salad dressings,
puddings and dips)
A significant portion of our products are sold under private labels. We
also operate a trucking business hauling less-than-truckload freight,
concentrating primarily on refrigerated and frozen products. We conduct
substantially all of our business through our subsidiaries.
RECENT DEVELOPMENTS
On September 23, 1998, we sold our vegetable business to Agrilink Foods,
Inc. for $365.0 million in cash, a $30.0 million Agrilink subordinated note,
and Agrilink's aseptic foods business which was valued at $80.0 million. We
used the net cash proceeds from the sale to repay debt outstanding under our
revolving credit facility. We recorded an after-tax gain on the sale of the
business of $83.8 million. This gain is subject to final valuations.
Acquisitions have been an important factor in our growth strategy. We
generally focus on food companies which have a well-established reputation for
quality products and services, offer complementary products and services, or
provide additional production and distribution facilities.
During the first nine months of fiscal year 1999, we acquired several
businesses, including:
.Hillside Dairy, Cleveland Heights, Ohio
.Barber Dairies, Birmingham, Alabama
.U.C. Milk Company, Madisonville, Kentucky
.Berkeley Farms, Hayward, California
On March 8, 1999, we purchased Custom Food Processors International, Inc.
Custom Foods is located in New Hampton, Iowa and is a dry ingredient processor
which distributes its products throughout the United States and
internationally.
On May 3,1999, we purchased Alta-Dena Certified Dairy. Alta-Dena is
located in the City of Industry, California and processes fluid milk, ice cream
and other dairy products which are distributed throughout Southern California.
We have recently made several management changes as part of our overall
succession planning. Eric A. Blanchard was named President of our Dairy segment
on January 11, 1999. Mr. Blanchard has been with Dean Foods for 12 years and
most recently served as Vice President, Secretary, and General Counsel. Thomas
A. Ravencroft, formerly President of our Dairy segment, concurrently assumed
responsibility for business development and planning. Mr. Ravencroft has been
with Dean Foods for 44 years.
S-3
<PAGE>
Robert E. Baker, Vice President, Strategic Planning, resigned from Dean
Foods effective April 9, 1999, to pursue other opportunities.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes for general
corporate purposes, including repayment of outstanding commercial paper. At May
17, 1999, we had outstanding approximately $358.8 million of commercial paper,
the proceeds of which were used for general corporate purposes, including the
repayment of our short-term notes and revolving credit facility borrowings. The
commercial paper notes bear interest at rates ranging from 4.75% to 5.10%.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth Dean Foods' consolidated capitalization at
February 28, 1999, and as adjusted to give effect to the application of the net
proceeds, before expenses ($197.5 million), from the sale of the notes offered
hereby.
<TABLE>
<CAPTION>
February 28, 1999
---------------------
As
Actual Adjusted
---------- ----------
(In Thousands)
<S> <C> <C>
Short-term debt:
Notes payable to banks........................... $ 28,200 $ -- (a)
Current portion of long-term debt................ 8,966 2,466(a)
---------- ----------
Total short-term debt.......................... 37,166 2,466
---------- ----------
Long-term debt:
Revolving credit facility........................ 160,000 -- (a)
Commercial paper................................. -- 36,176(a)(b)
9.64% Senior Notes due May 2005.................. 39,000 -- (a)
Other long-term obligations, excluding current
portion......................................... 298,589 298,589
Senior Notes offered hereby...................... -- 197,524(a)
---------- ----------
Total long-term debt........................... 497,589 532,289
---------- ----------
Shareholders' equity:
Common stock, ($1 par value, 100,000,000 shares
authorized, 42,272,528 shares issued)........... 42,273 42,273
Capital in excess of par value................... 59,167 59,167
Retained earnings................................ 717,540 717,540
Cumulative translation adjustment................ 36 36
Less-treasury stock, at cost..................... 95,830 95,830(c)
---------- ----------
Total shareholders' equity..................... 723,186 723,186
---------- ----------
Total capitalization............................. $1,257,941 $1,257,941
========== ==========
</TABLE>
- --------
(a) We commenced a commercial paper program on March 18, 1999. Commercial paper
proceeds were initially used to repay $188. 2 million of notes payable to
our banks under our revolving credit facility and bank bi-lateral lines of
credit and $45.5 million of 9.64% Senior Notes which included the current
portion of these notes that existed at February 28, 1999. The net proceeds,
before expenses, of this offering will be used to repay approximately
$197.5 million of outstanding commercial paper.
(b) The commercial paper is classified as long-term debt since we have the
ability under the revolving credit facility, and the intent, to maintain
these obligations for more than one year.
(c) Between March 1, 1999 and May 12, 1999, we have repurchased 616,000 shares
of our common stock at a cost of $22.2 million, which is not reflected in
the table.
S-5
<PAGE>
DESCRIPTION OF NOTES
The notes will be issued under the senior indenture dated as of January
15, 1998, between Dean Foods and The Bank of New York, as trustee. A copy of
the senior indenture has been filed as an exhibit to the registration
statement. The following is a summary of certain provisions of the senior
indenture and does not purport to be complete. Reference is made to the senior
indenture for a complete statement of such provisions. Certain capitalized
terms used below are defined in the senior indenture and have the meanings
given them in the senior indenture.
General
The notes will be:
. Unsecured general obligations of Dean Foods
. Limited to $200 million principal amount
. Issued in book-entry form only
The notes will mature on May 15, 2009.
The notes will bear interest from May 21, 1999, or from the most recent
interest payment date to which interest has been paid or provided for, at the
rate of 6 5/8% per annum, payable semiannually on May 15 and November 15,
beginning November 15, 1999. Interest will be paid to the persons in whose
names the notes are registered at the close of business on the preceding May 1
and November 1, respectively.
Principal and interest will be payable, and the notes will be
transferable and exchangeable, at the office or agency of Dean Foods maintained
for such purpose in New York, New York. The Registered Global Securities will
be exchangeable only in the manner and to the extent set forth under "Book-
Entry, Delivery and Form." Except in the case of any Registered Global Security
deposited in the Depositary's Same-Day Funds Settlement System, payment of
interest may be made at our option by mailing a check to the registered holders
of the notes. On the date of this prospectus supplement, the agent for the
payment, transfer and exchange of the notes is The Bank of New York. The notes
will be issued only in registered form in denominations of $1,000 and any
integral multiple thereof.
The notes are Senior Securities as described in the prospectus, that will
be issued under the senior indenture and will constitute a separate series for
purposes of the senior indenture which is described more fully in the
prospectus. The notes are redeemable prior to their maturity and are not
entitled to any sinking fund. The covenants contained in Sections 3.5 and 3.6
of the senior indenture relating to limitations on liens and limitation on sale
and lease-back transactions, respectively, and the provisions of Article Ten of
the senior indenture relating to defeasance and covenant defeasance will be
applicable to the notes.
The notes will be obligations of Dean Foods exclusively. Because we
conduct substantially all of our business through our subsidiaries, our ability
to meet our obligations under the notes and our other indebtedness will be
dependent on the earnings and cash flow of our subsidiaries and the ability of
our subsidiaries to pay dividends and to advance funds to Dean Foods. In
addition, our rights and the rights of our creditors and securities holders,
including the holders of the notes, to participate in the assets of any
subsidiary upon that subsidiary's liquidation or recapitalization will be
subject to the prior claims of that subsidiary's creditors, except to the
extent that Dean Foods may itself be a creditor with recognized claims against
that subsidiary.
At May 17, 1999, we had approximately $659.6 million aggregate principal
amount of outstanding Senior Indebtedness and no outstanding subordinated
indebtedness. At May 17, 1999, our subsidiaries had approximately $30.1 million
of outstanding indebtedness, approximately $6.5 million of which was guaranteed
by Dean Foods and constituted Senior Indebtedness.
S-6
<PAGE>
Optional Redemption
We will have the right to redeem the notes at any time, in whole or in
part, upon at least 30 days notice mailed to the registered address of each
holder of the notes. We will pay a redemption price equal to the greater of
(1) 100% of the principal amount of the notes to be redeemed or (2) the sum of
the present values of the Remaining Scheduled Payments discounted on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at a
rate equal to the sum of the Treasury Rate plus 20 basis points.
If we redeem any notes, accrued interest on those notes will be payable
to the redemption date.
"Treasury Rate" means, for any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of those notes. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by us.
"Comparable Treasury Price" means, for any redemption date, (1) the
average of the Reference Treasury Dealer Quotations for that redemption date
after excluding the highest and lowest of those Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five Reference Treasury
Dealer Quotations, the average of all the quotations.
"Reference Treasury Dealer Quotations" means, for each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 3:30 p.m., New
York City time, on the third business day preceding that redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner
& Smith Incorporated; Banc of America Securities LLC; Chase Securities Inc.;
and Goldman, Sachs & Co. and their respective successors. If any of the
foregoing shall cease to be a primary U.S. Government securities dealer (a
"Primary Treasury Dealer"), we may substitute another nationally recognized
investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, for each note to be redeemed, the
remaining scheduled payments of principal and interest on that note that would
be due after the related redemption date but for that redemption. If that
redemption date is not an interest payment date with respect to that note, the
amount of the next succeeding scheduled interest payment on that note will be
reduced by the amount of interest accrued on that note to the redemption date.
On and after the redemption date, interest will cease to accrue on the
notes or any portion of the notes called for redemption (unless we default in
the payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with a paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued interest on the notes to
be redeemed on that date. If less than all of the notes are to be redeemed,
the notes to be redeemed shall be selected by the Trustee by any method as the
Trustee shall deem fair and appropriate.
S-7
<PAGE>
Book-Entry, Delivery and Form
The notes will be issued in book-entry form in the form of one or more
fully registered global securities that will be deposited with The Depository
Trust Company, New York, New York or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC
who will keep a computerized record of its participants (for example, your
broker) whose clients have purchased notes. The participant will then keep a
record of its clients who purchased the notes. Unless it is exchanged in whole
or in part for a certificate, a global security may not be transferred; except
that DTC, its nominees, and their successors may transfer a global security as
a whole to one another.
Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC you may beneficially own
notes held by DTC only through a participant.
The laws of some states require that certain purchasers of securities
take physical delivery of such securities in definitive form. These laws may
impair the ability to transfer beneficial interests in a global security.
DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act
of 1934. DTC holds securities that its participants deposit with DTC. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, The American Stock Exchange and the National Association of
Securities Dealers.
Any redemption notices will be sent by us directly to DTC, who will in
turn inform the direct participants, who will then contact you as a beneficial
holder.
Principal and interest payments will be wired to DTC's nominee. We and
the Trustee will treat DTC's nominee as the owner of the global securities for
all purposes. Accordingly, we, the Trustee and any paying agent will have no
direct responsibility or liability to pay amounts due on the global securities
to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interest in the global securities as
shown on DTC's record. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
notes on a record date, by using an omnibus proxy. Payments by participants to
owners of beneficial interest in the global securities, and voting by
participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with notes held
for the account of customers registered in "street name." However, payments
will be the responsibility of the participants and not of DTC, the Trustee or
us.
S-8
<PAGE>
So long as DTC or its nominee is the registered owner of a global
security, DTC or that nominee, as the case many be, will be considered the sole
owner or holder of the notes represented by that global security for all
purposes under the senior indenture. Except as set forth in the next paragraph,
owners of a beneficial interest in a global security will not be entitled to
have the notes represented by that global security registered in their names,
will not receive or be entitled to receive physical delivery of the notes in
definitive form and will not be considered the owners or holders of the notes
under the senior indenture.
We will issue notes in definitive form in exchange for the global
securities if DTC notifies us that it is unwilling or unable to continue as
depositary or if DTC ceases to be a clearing agency registered under applicable
law and a successor depositary is not appointed by us within 90 days or we
determine not to require all of the notes to be represented by a global
security.
If we issue notes in definitive form in exchange for a global security,
an owner of a beneficial interest in the global security will be entitled to
have notes equal in principal amount to the beneficial interest registered in
its name and will be entitled to physical delivery of those notes in definitive
form. Notes issued in definitive form will be issued in denominations of $1,000
and any multiple of $1,000 and will be issued in registered form only, without
coupons.
DTC has advised us that its management is aware that some computer
applications, systems, and the like for processing data that are dependent upon
calendar dates, including dates before, on and after January 1, 2000, may
encounter Year 2000 problems. DTC has informed its participants and other
members of the financial community that it has developed and is implementing a
program so that its systems, as the same relate to the timely payment of
distributions (including principal and interest payments) to security holders,
book-entry deliveries and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent upon
other parties, including but not limited to issuers and their agents, as well
as third party vendors from whom DTC licenses software and hardware, and third
party vendors on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service providers, among
others. DTC has informed its participants and other members of the financial
community that it is contacting (and will continue to contact) third party
vendors from whom DTC acquires services to:
. impress upon them the importance of such services being Year 2000
compliant; and
. determine the extent of their efforts for Year 2000 remediation (and,
as appropriate, testing) of their services.
In addition, DTC is in the process of developing contingency plans as it deems
appropriate. According to DTC, the foregoing information with respect to DTC
has been provided to its participants and other members of the financial
community for informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
S-9
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting
agreement, dated May 18, 1999, among us and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Banc of America Securities LLC, Chase Securities Inc. and
Goldman, Sachs & Co., as underwriters, we have agreed to sell to the
underwriters, and the underwriters have severally agreed to purchase, the
principal amount of the notes set forth opposite their names below. The
underwriting agreement provides that the obligations of the underwriters are
subject to certain conditions precedent and that when such conditions are
satisfied the underwriters will be obligated to purchase all of the notes.
<TABLE>
<CAPTION>
Principal
Underwriter Amount
- ----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................. $100,000,000
Banc of America Securities LLC.................................... 40,000,000
Chase Securities Inc.............................................. 30,000,000
Goldman, Sachs & Co............................................... 30,000,000
------------
Total........................................................ $200,000,000
============
</TABLE>
The underwriters have advised us that they propose initially to offer the
notes to the public at the public offering price set forth on the cover of this
prospectus supplement and to certain dealers at that price less a concession
not in excess of .4% of the principal amount. The underwriters may allow, and
those dealers may reallow, a discount not in excess of .25% of the principal
amount on sales to certain other dealers. After the initial public offering of
the notes, the public offering price, concession and discount may be changed.
The notes are a new issue of securities with no established trading
market. We have been advised by the underwriters that they intend to make a
market in the notes, but are not obligated to do so and may discontinue
marketmaking at any time without notice. We can give no assurance as to the
liquidity of, or any trading market for, the notes.
In connection with the offering, the underwriters are permitted to engage
in certain transactions that stabilize the price of the notes. Such
transactions consist of bids or purchases for the purpose of pegging, fixing,
or maintaining the price of the notes. If the underwriters create a short
position in the notes in connection with the offering, i.e., if they sell a
greater aggregate principal amount of notes than is set forth on the cover of
this prospectus supplement, the underwriters may reduce that short position by
purchasing notes in the open market. In general, purchases of a security for
the purpose of stabilization or to reduce a short position could cause the
price of the security to be higher than it might be in the absence of such
purchases.
Neither we nor any underwriter makes any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above may have on the price of the notes. In addition, neither we nor any
underwriter makes any representation that the underwriters will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.
We have agreed to indemnify the several underwriters against, or
contribute to payments that the underwriters may be required to make with
respect to, certain liabilities, including liabilities under the Securities Act
of 1933.
Each of the underwriters, and certain of their affiliates, have provided,
and may continue to provide, investment banking, financial advisory, commercial
banking and other services to us and our affiliates and have received, and may
continue to receive, customary fees in connection with those services.
Bank of America National Trust and Savings Association, an affiliate of
Banc of America Securities LLC, and The Chase Manhattan Bank, an affiliate of
Chase Securities Inc., are lenders under our revolving
S-10
<PAGE>
credit facility. Each of these parties has received and will receive customary
fees under the revolving credit facility.
LEGAL MATTERS
The validity of the notes will be passed upon for us by Kirkland & Ellis,
Chicago, Illinois, and for the underwriters by Sidley & Austin, Chicago,
Illinois.
S-11
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$200,000,000
DEAN FOODS COMPANY
6 5/8% Senior Notes due 2009
----------------------------------
PROSPECTUS SUPPLEMENT
----------------------------------
Merrill Lynch & Co.
Banc of America Securities LLC
Chase Securities Inc.
Goldman, Sachs & Co.
May 18, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
