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, 1994
A. Full title of the Plan:
DEAN FOODS COMPANY INVESTMENT AND PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DEAN FOODS COMPANY
3600 N. RIVER ROAD
FRANKLIN PARK, ILLINOIS 60131
TELEPHONE: 312/625-6200
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
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FINANCIAL STATEMENTS
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DECEMBER 31, 1994 and 1993
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DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
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INDEX TO FINANCIAL STATEMENTS
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Page
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Report of independent accountants 1
Financial statements:
Statement of net assets available for
plan benefits at December 31, 1994 and 1993 2
Statement of changes in net assets available
for plan benefits for the year ended
December 31, 1994 3
Notes to financial statements 4-10
Series of transactions in excess of five percent of the current
value of plan assets for the year ended December 31, 1994 Schedule I
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 10, 1995
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, 1994 and
1993, and the changes in its financial status for the year ended December 31,
1994, 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
Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. 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. Schedule I 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.
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 1994 AND 1993
-----------------------------
1994 1993
------------ ------------
Investments, at market value (Note 3):
Holding account $ 37,755
Balanced fund 12,383,704 $ 5,551,118
Money market fund 256 9,094,061
Equity Income fund 31,307,367 23,723,999
GIC fund 16,502,299 17,307,959
Mayfield GIC fund 2,479,496 7,151,817
Dean Foods stock fund 16,529,319 12,328,329
Government fixed fund 41,473,238 16,540,933
Reiter Dairy Plan account 263,944 4,727,724
International fund 1,308,453
Equity growth fund 5,743,956
Florida Plan real estate assets 1,158,130
------------ ------------
Total investments 129,187,917 96,425,940
------------ ------------
Employer and employee contributions receivable 488,941 931,617
Employer profit sharing contribution receivable 1,305,009 1,289,474
Loans to participants 2,936,067 1,967,521
Interest and dividends receivable 1,700 2,442
------------ ------------
Net assets available for Plan benefits $133,919,634 $100,616,994
============ ============
The accompanying notes are an integral part of this statement.
-2-
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 1994
-----------------------
Source of assets:
Investment income:
Unrealized depreciation in market value of investments $ (5,550,291)
Realized net gains on sales of investments 4,363,264
Interest 2,908,693
Dividends 301,475
-------------
2,023,141
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Contributions:
Employer contributions 3,057,632
Employee contributions 10,529,178
Profit sharing contributions 2,187,534
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15,774,344
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Transfer of assets from merged plans (Note 6) 21,720,078
Participant rollovers from other plans 1,719,030
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Total sources of assets 41,236,593
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Application of assets:
Benefit payments to Plan participants 7,873,685
Fees and expenses 60,268
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Total applications of assets 7,933,953
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Increase in net assets during the year 33,302,640
Net assets available for Plan benefits, beginning of year 100,616,994
-------------
Net assets available for Plan benefits, end of the year $ 133,919,634
=============
The accompanying notes are an integral part of this statement.
-3-
DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
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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 continue to accumulate investment
income for five consecutive plan years from the plan year in which termination
occurred and are then 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-
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 a maximum of forty percent of
any participant's account balance 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 are paid by the Plan. Legal, administrative 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, 1994 and 1993 were $1,182,468 and $1,259,015,
respectively.
-5-
NOTE 3 - INVESTMENTS:
- ---------------------
Effective October 1, 1994, the Plan began offering an international equity fund
and an equity growth fund. These funds are comprised of stocks, bonds and cash.
The money market fund, balanced fund, equity income fund, guaranteed income fund
(GIC), 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 Dean Foods stock
fund, which is managed by the Trustee, consists of Dean Foods Company Common
Stock ($1 par value). The Mayfield guaranteed income fund (Mayfield GIC), which
consists of group annuity contracts, is managed by The Travelers Insurance
Company. The Reiter Dairy Plan account is managed by the Trustee and contains
various securities and financial instruments.
-6-
The Plan's assets are invested as follows:
December 31, 1994
-----------------------------------------
Shares/
par value Cost Market value
--------- ------------ ------------
Holding account:
Short-term investments $ 37,755 $ 37,755
Balance fund:
Corporate bonds 12,033,902 12,383,704
Money market fund:
Short-term investments 256 256
Equity fund:
Common stock 22,950,554 31,307,367
GIC fund:
Corporate bonds 16,502,487 16,502,299
Mayfield GIC fund:
Mortgages and contracts 2,456,232 2,456,232
Short-term investments 23,264 23,264
Government fixed fund:
U.S. government issues 41,467,585 41,467,585
Cash 5,653 5,653
Equity growth fund:
Common stock 5,513,700 5,743,956
International fund:
Common stock 1,319,947 1,300,238
Short-term investments 8,215 8,215
Reiter Dairy Plan account:
Short-term investments 61,382 61,382
Mortgages and contracts 256,300 202,562
Dean Foods stock fund:
Common stock 567,285 14,966,328 16,451,265
Short-term investments 78,054 78,054
Florida Plan real estate assets
Mortgages and contracts 478,537 1,090,702
Short-term investments 67,428 67,428
------------ ------------
$118,227,579 $129,187,917
============ ============
-7-
December 31, 1993
------------------------------------
Shares/
par value Cost Market value
--------- ----------- ------------
Balanced fund:
Corporate bonds $ 5,179,638 $ 5,551,118
Money market fund:
Corporate bonds 6,745,573 9,094,061
Equity fund:
Common stock 14,544,229 23,723,999
GIC fund:
Corporate bonds 17,264,181 17,263,992
Short term investments 43,967 43,967
Mayfield GIC fund:
Mortgages and contracts 5,394,847 5,394,847
Short term investments 1,756,970 1,756,970
Government fixed fund:
U.S. government issues 16,540,933 16,540,933
Reiter Dairy Plan account:
Common stock 2,171,974 2,787,039
Short-term investments 576,915 516,565
Mortgages and contracts 759,184 960,217
Corporate bonds 416,347 463,903
Dean Foods stock fund:
Common stock 378,035 9,132,718 12,328,329
-------------------------
$80,527,476 $96,425,940
==================================================================
The changes in unrealized appreciation/(depreciation) of investments during
the year ended December 31, 1994 were as follows:
January 1, December 31,
1994 Appreciation 1994
balance (Depreciation) balance
------------ -------------- -------------
Balanced fund $ 371,480 (21,678) 349,802
Money market fund 2,348,488 (2,348,488) 0
Equity income fund 9,179,770 (822,957) 8,356,813
GIC fund (189) - (189)
Reiter Dairy Plan account 803,304 (857,042) (53,738)
Dean Foods stock fund 3,195,611 (1,710,673) 1,484,938
Equity growth fund - 230,256 230,256
International fund - (19,709) (19,709)
Florida Plan assets - - 612,165
----------- ----------- -----------
Total $15,898,464 ($5,550,291) $10,960,338
=========================== ===========
-8-
The aggregate proceeds, costs, and realized gains/(losses) resulting from the
sale of investments for the year ended December 31, 1994 were as follows:
Aggregate Aggregate Realized
proceeds cost gain/(loss)
----------- ----------- -----------
Balanced fund $ 407,690 $ 387,359 $ 20,331
Money market fund 10,191,201 7,597,429 2,593,772
Equity income fund 2,211,216 1,520,449 690,767
GIC fund 2,067,686 2,066,415 1,271
Mayfield GIC fund 3,194,435 3,194,435 0
Government fixed fund 2,854,835 2,854,835 0
Dean Foods stock fund 1,266,854 1,123,542 143,312
Reiter Dairy Plan account 4,449,747 3,544,192 905,555
Equity growth fund 174,114 165,850 8,264
International fund 325 333 (8)
----------- ----------- ----------
Total $26,818,103 $22,454,839 $4,363,264
=========== =========== ==========
NOTE 4 - SUMMARY OF FINANCIAL STATEMENT BALANCES BY FUND:
- --------------------------------------------------------
Following is a summary of certain financial statement balances by fund at
December 31, 1994 and 1993:
Interest and
Dividend Benefit
1994 Receivables Contribution Income Payments
----------------- ----------- ------------ ------------ ----------
Balanced fund $ 714,290 $ 2,577,938 $ 2,686 $ 139,060
Money market fund 293,270 869,601 2,599 797,074
Equity income fund 1,272,630 3,900,629 5,437 1,689,686
GIC fund 69 0 1,305,632 1,416,511
Mayfield GIC fund 113 0 266,467 47,340
Government fixed fund 1,234,737 4,216,803 1,292,979 2,417,471
Reiter Dairy plan account 296 0 25,034 240,794
Dean Foods stock fund 875,637 3,077,739 307,944 1,010,359
Equity growth fund 326,398 1,104,538 1,168 115,390
International fund 14,277 27,096 222 0
---------- ----------- ---------- ----------
Total $4,731,717 $15,774,344 $3,210,168 $7,873,685
========== =========== ========== ==========
-9-
Interest and
Dividend Benefit
1993 Receivables Contribution Income Payments
- ------------------------ ----------- ------------ ------------ ----------
Balanced fund $ 419,482 $ 1,646,500 $ 394 $ 0
Money market fund 479,746 1,657,662 1,892 1,548,222
Equity fund 1,194,751 4,386,751 1,889 1,189,173
GIC fund 366 0 1,433,575 1,612,935
Mayfield GIC fund 258 0 644,357 0
Government fixed fund 1,322,541 4,631,190 701,908 1,032,538
Reiter Dairy plan account 194,376 504,676 18,220 613,090
Dean Foods stock fund 579,534 2,029,014 217,316 617,321
---------- ----------- ---------- ----------
Total $4,191,054 $14,855,793 $3,019,551 $6,613,279
========== =========== ========== ==========
NOTE 5 - INCOME TAX STATUS:
- --------------------------
The Plan obtained its latest determination letter from the Internal Revenue
Service dated June 3, 1987, which stated that the Plan, as then designed, was in
compliance with the Internal Revenue Code. The Plan has been amended since
receiving the determination letter. However, the plan administrator and the
Plan's tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, they believe that the Plan was qualified and the related trust
was tax exempt as of December 31, 1994. As such, no provision for income taxes
has been made in the accompanying financial statements.
NOTE 6 - PLAN MERGERS:
- ---------------------
Effective May 1, 1994 the Aunt Jane Foods Company Money Purchase Pension Plan
(the Aunt Jane Foods Plan) merged into the Plan. At this time, participants of
the Aunt Jane Foods Plan became participants of the Plan and the Aunt Jane Foods
Plan was terminated. The net assets of the Aunt Jane Foods Plan were transferred
to the Plan's Trustee in the second quarter of plan year 1994.
Effective June 1, 1994 the Dean Foods Company's Florida Division Profit Sharing
Plan (the Florida Plan) merged into the Plan. At this time, participants in the
Florida Plan became participants in the Plan and the Florida Plan was
terminated. The net assets of the Florida Plan were transferred to the Plan's
Trustee in the third quarter of plan year 1994.
-10-
SCHEDULE I
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DEAN FOODS COMPANY
INVESTMENT AND PROFIT SHARING PLAN
----------------------------------
SERIES OF TRANSACTIONS IN EXCESS OF
FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
Number of Number of Cost of Net Gain/
Description of asset Purchases Purchase Price Sales Selling Price Assets Sold (Net Loss)
- ----------------------------------------------------------------------------------------------------------------
Equity Income Fund 37 10,280,741 20 2,211,216 1,520,449 690,767
Collective Short-Term
Investment Fund 91 10,414,280 82 10,458,247 10,458,247 0
Collective Short-Term
Investment Fund 362 39,694,225 258 41,309,135 41,309,135 0
Balanced Fund 35 7,240,421 10 407,690 387,359 20,331
Money Government Fund 44 27,836,418 13 2,854,835 2,854,835 0
Money Market Fund 20 850,548 11 10,191,201 7,597,429 2,593,772
Equity Growth Fund 31 5,322,236 6 174,114 165,850 8,264
Dean Foods Company
Common Stock Fund 30 7,026,068 12 1,269,088 1,123,542 143,312
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-994753) of Dean Foods Company of our report
dated June 10, 1995 appearing on page 4 of the Annual Report of Dean
Foods Company Investment and Profit Sharing Plan on Form 11-K for the
year ended December 31, 1994.
________________________
Price Waterhouse LLP
Chicago, Illinois
June 27, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Dean Foods Company
Investment and Profit Sharing Plan
By: /s/ Gerald W. Berger
-------------------------------------
Gerald W. Berger
Member of Plan Administrative
Committee for Dean Foods Company
Investment and Profit Sharing Plan
Date: June 29, 1995