SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 15, 2002 (January 3, 2002)
Dean Holding Company
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-08262 75-2932967
-------- ------- ----------
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2515 McKinney Avenue, LB 30, Suite 1200
Dallas, Texas 75201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(214) 303-3400
Dean Foods Company
3600 N. River Road
Franklin Park, Illinois 60131
(FORMER NAME AND FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 7, 2002, we reported in Item 4 of Current Report on Form 8-K
that (i) PricewaterhouseCoopers had been dismissed as our independent
auditors on January 3, 2002 and (ii) we had requested that
PricewaterhouseCoopers furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not it agreed
with statements contained in that Item 4. PricewaterhouseCoopers has
furnished us with such a letter, and it is attached to this Form 8-K/A
as an Exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with the
transactions described in Item 2 are not included in this initial
report but will be filed not later than 60 days after the date the
Registrant's Current Report on Form 8-K was filed.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of April 4,
2001, among Suiza Foods Corporation, Dean Foods
Company and Blackhawk Acquisition Corp. (filed as
Exhibit 2.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended February 25,
2001 and incorporated herein by reference).
2.2 Securities Exchange Agreement, dated December 21,
2001 between Dean Holding Company and Morningstar
Foods, Inc (filed as Exhibit 2.2 to the Registrant's
Current Report on Form 8-K filed on January 7, 2002
and incorporated herein by reference).
16.1 Letter from PricewaterhouseCoopers, dated as of
January 7, 2002.
99.1 Press Release dated as of December 21, 2001 (filed
as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K filed on January 7, 2002 and incorporated
herein by reference).
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 thereunto duly authorized.
Dated: January 15, 2002 DEAN HOLDING COMPANY
By: /s/ Lisa N. Tyson
--------------------------------
Lisa N. Tyson
Vice President and Assistant
General Counsel
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of April 4, 2001, among
Suiza Foods Corporation, Dean Foods Company and Blackhawk
Acquisition Corp. (filed as Exhibit 2.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
February 25, 2001 and incorporated herein by reference).
2.2 Securities Exchange Agreement, dated December 21, 2001 between
Dean Holding Company and Morningstar Foods, Inc (filed as
Exhibit 2.2 to the Registrant's Current Report on Form 8-K
filed on January 7, 2002 and incorporated herein by
reference).
16.1 Letter from PricewaterhouseCoopers, dated as of January 7,
2002.
99.1 Press Release dated as of December 21, 2001 (filed as Exhibit
99.1 to the Registrant's Current Report on Form 8-K filed on
January 7, 2002 and incorporated herein by reference).
</Table>