SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 22, 1998
DEAN FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-1118 36-0984820
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
3600 N. River Road, Franklin Park, Illinois 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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This Report contains 8 pages.
The Exhibit Index is located on page 8
Item 5. Other Events.
Adoption of Stockholder Rights Plan
On May 22, 1998, the Board of Directors of Dean Foods Company (the
"Company") authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $1.00 per share
(the "Common Shares"), of the Company. The distribution is payable to
stockholders of record at the close of business on August 10, 1998 (the "Record
Date"), and with respect to all Common Shares that become outstanding after the
Record Date and prior to the earliest of the Distribution Date (as defined
below), the redemption of the Rights, the exchange of the Rights, and the
expiration of the Rights (and, in certain cases, following the Distribution
Date). Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Junior Participating Preferred Stock, Series A,
par value $1.00 per share, of the Company (the "Preferred Shares") at a price of
$200 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the tenth day after the date it is
publicly announced that a person or group other than certain exempt persons (an
"Acquiring Person"), together with persons affiliated or associated with such
Acquiring Person (other than those that are exempt persons), has acquired, or
has obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Shares (a "Triggering Event") and (ii) the tenth business day
after the commencement or public disclosure of an intention to commence a tender
offer or exchange offer (other than a "permitted offer" as described below) by a
person other than an exempt person if, upon consummation of the offer, such
person could acquire beneficial ownership of 15% or more of the outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by Common Share certificates and not by separate
certificates.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the Rights will be transferred with and only with the
Common Shares, and the surrender for transfer of any certificate for Common
Shares will also constitute the transfer of the Rights associated with such
Common Shares. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends. The
Rights will expire at the close of business on August 10, 2008 (the "Expiration
Date"), unless earlier redeemed or exchanged by the Company as described below.
In the event that a person becomes an Acquiring Person, each Right
(other than Rights that are or were beneficially owned by the Acquiring Person
and certain related persons and
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transferees, which will thereafter be void) shall thereafter be exercisable not
for Preferred Shares, but for a number of Common Shares (or, in certain cases,
common equivalent shares) having a market value of two times the exercise price
of the Right. In the event that, at or after the time a person becomes an
Acquiring Person, the Company is involved in a merger or other business
combination in which (i) the Company is not the surviving corporation, (ii)
Common Stock is changed or exchanged, or (iii) 50% or more of the Company's
consolidated assets or earning power are sold, then each Right (other than
Rights that are or were owned by the Acquiring Person and certain related
persons or transferees, which will thereafter be void) shall thereafter be
exercisable for the number of shares of common stock of the acquiring company
which at the time of such transaction have a market value of two times the
exercise price of the Right.
In addition, at any time after a person becomes an Acquiring Person
and before a person has acquired beneficial ownership of 50% or more of the
outstanding common shares, the Company may elect to exchange all or part of the
Rights (excluding void Rights held by an Acquiring Person and certain related
persons and transferees) for Common Shares (or, in certain cases, common
equivalent shares) on a one-for-one basis. The Company also has the ability,
following any person becoming an Acquiring Person, to permit a cashless exercise
of the Rights by reducing both the Purchase Price and the number of Common
Shares (or common equivalent shares) deliverable upon exercise of the Rights.
The Purchase Price payable, and the number and kind of securities,
cash or other property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend or distribution on, or a subdivision or combination of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of rights, options
or warrants to subscribe for Common Shares or securities convertible into Common
Shares at less than the current market price, (iii) upon the distribution to
holders of the Common Shares of securities, cash, evidences of indebtedness or
assets (excluding regular periodic cash dividends out of earnings or retained
earnings) and (iv) in connection with recapitalizations of the Company or
reclassifications of the Common Shares.
No fractional Preferred Shares will be issued (other than fractions
which are integral multiples of one one-thousandth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary receipts) and in
lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading date prior to the date of exercise.
At any time prior to the earlier of (i) the occurrence of a Triggering
Event and (ii) the Expiration Date, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The Redemption Price will be payable in cash, shares
(including fractional shares) of Common Stock or any other form of consideration
deemed appropriate by the Board of Directors. Immediately upon action of the
Board of Directors ordering redemption of the Rights, the ability of holders to
exercise the Rights will terminate and the only rights of such holders will be
to receive the Redemption Price.
At any time prior to the occurrence of a Triggering Event, the Board
of Directors of the Company may amend or supplement the Rights Agreement without
the approval of the Rights
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Agent or any holder of the Rights. Thereafter, the Board of Directors of the
Company may not change the Rights Agreement in any manner which would adversely
affect the interests of the holders of the Rights (other than an Acquiring
Person or an affiliate or associate thereof).
The Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of $20 per share and 1,000 times
the dividend declared per Common Share. In the event of liquidation, the holders
of the Preferred Shares will be entitled to a minimum preferential liquidation
payment equal to the greater of $100 per share and 1,000 times the payment made
per Common Share. Each Preferred Share will have 1,000 votes per share, voting
together with the Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 1,000 times the amount received per Common Share.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors prior to the occurrence of a Triggering Event, because until
such time the Rights may generally be redeemed by the Company at $.01 per Right.
This summary description of the Rights does not purport to be complete
and is quali fied in its entirety by reference to the Rights Agreement attached
as Exhibit 4.1, which is hereby incorporated in this Current Report on Form 8-K
by reference.
Advance Notice By-Law Provision
On May 22, 1998, the Board of Directors of the Company adopted an
advance notice By-Law provision in order to permit management of the Company to
consider and respond in a timely and deliberative manner to nominations for
directors and any other business which any stockholder desires to bring before a
meeting of stockholders.
Under the advance notice provision, stockholders, in the case of an
annual meeting, must give written notice to the Secretary of the Company,
delivered to the principal executive offices of the Company, of any nomination
or business not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting of stockholders. Thus, in the
case of the 1998 annual meeting of stockholders to be held later this year,
written notice of any stockholder nominations for directors or other business
will need to be given to the Secretary of the Company not earlier than July 2,
1998 nor later than August 1, 1998 (being not more than 90 days, nor less than
60 days, prior to the first anniversary of the 1997 annual meeting, which was
held on September 30, 1997). In view of the fact that the 1998 annual meeting
will be the first annual meeting subject to the advance notice provision, the
Company will accept delivery of such notice up to ten days following the day on
which public announcement of the date of the 1998 annual meeting is first made,
even if after August 1.
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In the case of special meetings of stockholders and in the case of
annual meetings where the meeting date is more than 30 days prior to or more
than 60 days after the first anniversary of the preceding year's annual meeting,
written notice must be delivered to the Secretary of the Company not earlier
than 90 days prior to such meeting nor later than the later of the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth as to each person whom the
stockholder proposes to nominate for election as a director, all information
that is required to be disclosed in solicitations of proxies for election of
directors pursuant to the Securities Exchange Act of 1934; and as to any other
business that the stockholder proposes to bring before the meeting a brief
description of, and the reasons for conducting, such business, and any material
interest of the stockholder (or beneficial owner) in such business. In
addition, the notice shall set forth the name and address of, and the number of
shares of stock owned beneficially and of record by, the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
business proposal is made.
This summary description of the advance notice By-Law provision does
not purport to be complete and is qualified in its entirety by reference to
Section 10 of Article II of the By-Laws attached as Exhibit 3.1, which is hereby
incorporated in this Current Report on Form 8-K by reference.
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Item 7. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
3.1 By-Laws, as amended on May 22, 1998.
4.1 Rights Agreement dated as of May 22, 1998 between Dean Foods
Company and Harris Trust and Savings Bank, as Rights Agent,
including the form of Certificate of Designation,
Preferences and Rights of Junior Participating Preferred
Stock, Series A attached thereto as Exhibit A, the form of
Rights Certificate attached thereto as Exhibit B and the
Summary of Rights attached thereto as Exhibit C.
99.1 Press Release dated May 22, 1998 issued by the Company.
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SIGNATURE
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
Dated: 5/28/98 By: /s/ Eric A. Blanchard
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EXHIBIT INDEX
Exhibit No. Description Page No.
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3.1 By-Laws, as amended on May 22, 1998.
4.1 Rights Agreement dated as of May 22, 1998 between Dean
Foods Company and Harris Trust and Savings Bank, as
Rights Agent, including the form of Certificate of
Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A attached thereto
as Exhibit A, the form of Rights Certificate attached
thereto as Exhibit B and the Summary of Rights attached
thereto as Exhibit C.
99.1 Press Release dated May 22, 1998 issued by the Company.
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