1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the transition period from to
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A. Full title of plan and the address of the plan, if different from that of the
issuer named below:
DEAN FOODS COMPANY INVESTMENT AND SAVINGS 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: 1-800-323-1571
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULES, AND EXHIBITS
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PAGES
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 2000 3
Notes to Financial Statements 4-10
Supplementary Information:
Line 4i - Schedule of Assets Held for Investment Purposes as of December 31, 2000 11
Exhibits to Annual Report on Form 11-K 12
Signatures 13
Note: All other supplementary schedules have been omitted because they are not
applicable.
3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Dean Foods Company Investment and Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Dean Foods Company Investment and Savings Plan (the "Plan")
at December 31, 2000 and 1999, and the changes in net assets available for plan
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; 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 auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit 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 management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes as of December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
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June 27, 2001
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT DECEMBER 31, 2000 AND 1999
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2000 1999
Assets:
Investments, at market value (Note 3) $289,616,133 $278,547,299
Loans to participants 12,972,159 11,924,829
Receivables:
Employee contributions receivable 857,208 694,662
Employer contribution receivable 491,271 441,154
Trustee receivable - 84,608
Interest and dividends receivable 3,385,265 3,106,874
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Total receivables 4,733,744 4,327,298
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Total assets 307,322,036 294,799,426
Liabilities:
Accrued expenses 305,524 99,356
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Net assets available for Plan benefits $307,016,512 $294,700,070
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The accompanying notes are an integral part of these financial statements.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
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Source of assets:
Investment income (loss):
Net depreciation in market value of investments (Note 3) $ (15,639,052)
Interest 3,608,007
Dividends 1,399,090
Interest on loans to participants 979,686
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(9,652,269)
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Contributions:
Employee contributions 21,326,906
Employer contributions 7,546,746
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28,873,652
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Rollovers, net 3,210,821
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Total sources of assets 22,432,204
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Application of assets:
Benefit payments to Plan participants 30,477,540
Fees and expenses 574,428
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Total applications of assets 31,051,968
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Transfer in from merged plans (Note 7) 20,936,206
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Increase in net assets during the year 12,316,442
Net assets available for Plan benefits, beginning of year 294,700,070
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Net assets available for Plan benefits, end of the year $307,016,512
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The accompanying notes are an integral part of these financial statements.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN
The following description of the Dean Foods Company Investment and
Savings Plan (the "Plan") provides only general information. Participants
should refer to the Plan document, which can be obtained at Deans Foods
Company, Franklin Park, Illinois, for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined-contribution savings plan that provides retirement
benefits to full-time salaried and non-union employees of Dean Foods
Company (the "Company"). Certain union employees whose unions have
negotiated the benefit are also eligible for retirement benefits under
the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
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").
CONTRIBUTIONS
Participants' contributions are permitted in 1% increments, an amount not
to exceed 16% of their annual compensation. The Company is required to
match participant contributions in an amount equal to 50% of the first 6%
of elective contributions. Effective July 1, 1997, the Company approved a
resolution to eliminate the annual profit sharing contributions paid
under the 401(k) plan after the fiscal 1998 contributions, except for
certain union requirements.
VESTING
Participants are eligible to contribute to the Plan at the date of hire.
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.
PARTICIPANT ACCOUNTS
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 1%
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 are
used to reduce subsequent employer contributions.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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PAYMENT OF BENEFITS
If a participant's employment with the Company is terminated because of
retirement at or after he has reached the age of 65, or because of such
participant's disability or death while in the employment of the Company,
the balance in his accounts at the accounting date, shall be fully vested
and nonforfeitable and shall be distributable to the participant, or in
the event of the participant's death, to his beneficiary, in either a
lump sum or, at the election of the participant, in a series of
installments over a period not extending beyond the life expectancy of
the participant and his spouse.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum of $50,000 or 50% of their account balance, whichever is
less. The loans are secured by the balance in the participant's account
and bear interest at rates that range from 6% to 9%, which are
commensurate with the prime rate listed in the Wall Street Journal on the
last business day of the month prior to the month in which the loan
application is made.
FORFEITURES
Forfeited nonvested accounts are used to reduce future employer
contributions. In 2000, employer contributions were reduced by $395,222
from forfeited nonvested accounts. Employer contributions of $7,546,746
include $28,194 of unallocated participant forfeitures at December 31,
2000.
ADMINISTRATIVE EXPENSES
Trustee fees and investment fees of the Plan are paid by the Plan. The
Company pays legal, audit, and other administrative expenses fees
associated with the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis of accounting.
RECLASSIFICATION
Certain reclassifications of prior year financial statement amounts have
been made to conform with current year reporting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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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 no Company contributions and a maximum of forty percent of any
participant's contributions 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 settlement date. Pending trade
sales/purchases are netted against ending investment market values.
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.
The Plan presents in the statement of changes in net assets available for
benefits the net depreciation in the fair value of its investments which
consists of the realized gains or losses and the unrealized net
depreciation on those investments for the year.
PARTICIPANT LOANS
Loan transactions are treated as a transfer to (from) the investment fund
from (to) the Participant Loan fund.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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3. INVESTMENTS
Effective September 1, 2000, the Plan began offering a S&P 500 index fund
which is managed by the Trustee. The balanced fund, international fund
and government fixed fund are managed by Diversified Investment Advisors.
One-half of the equity fund is managed by ARK Investments, a division of
Diversified Investment Advisors and the other half is managed by NWQ
Investment Management Company. The equity growth fund and the small caps
fund are managed by Mackay Shields and Furman Selz, respectively. These
funds hold various securities and financial instruments under investment
guidelines specified by the respective investment advisors.
The Dean Foods stock fund, which is managed by the Trustee, consists of
Dean Foods Company Common Stock ($1 par value). During 2000, the Plan's
investments (including gains and losses on investments bought and sold,
as well as held during the year) depreciated in value by a net
$15,639,052 as follows:
Appreciation/
(Depreciation)
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Balanced Fund $ (877,091)
Equity Income Fund 2,856,855
S&P 500 Index fund (413,720)
Small Caps Fund (287,320)
Dean Foods Stock Fund (5,072,154)
Equity Growth Fund (7,242,289)
International Fund (4,603,333)
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Total $ (15,639,052)
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4. INCOME TAX STATUS
The Plan administrator has received a favorable determination letter for
the Plan from the Internal Revenue Service dated February 22, 1996.
Following the amendments to the Plan relating to contribution percentages
and employer match, the Plan administrator and the Plan's tax counsel
believe that the Plan is still 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, 2000 and 1999. As such, no provision for income
taxes has been made in the accompanying financial statements.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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5. SIGNIFICANT INVESTMENTS
Investments with fair values in excess of 5% of net assets available for
Plan benefits at December 31, 2000 and 1999 were:
2000 1999
*Dean Foods Company Common Stock $21,657,366 $24,096,053
Diversified Investment
Advisors International
Fund Mutual Fund 19,031,305 17,985,739
Dean Foods Equity
Growth Fund Mutual Fund 59,265,831 58,216,236
Dean Foods Equity
Income Fund Mutual Fund 62,858,679 68,753,118
Diversified Investment
Advisors Balanced
Fund Mutual Fund 45,572,006 41,604,780
Money Government U.S. Government and
Fixed Fund Agency Issues 66,456,843 61,955,318
* Party in interest
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are cash equivalents managed by Northern Trust.
Northern Trust acts as the trustee for the Plan. Transactions in such
investments qualify as party-in-interest transactions, which are exempt
from the prohibited transaction rules. Fees paid by the Plan for the
trustee and investment management services amounted to $574,428 for the
year ended December 31, 2000. In addition, Plan investments include
shares of Dean Foods Company Common Stock and Participant Loans, which
also qualify as party-in-interest transactions.
7. TRANSFER INTO THE PLAN
Effective January 1, 2000, the Deferred Compensation Thrift Plan for
Employees of Purity Dairies, Inc. (the "Purity 401(k) Plan") merged into
the Plan and employees of Purity Dairies, Inc. were eligible for
participation under the Plan. Purity 401(k) Plan assets of $20,936,206
were transferred into the Plan during 2000.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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8. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants would become 100% vested in their employer
contributions.
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for Plan
benefits per the financial statements to the Form 5500:
2000 1999
Net assets available for Plan benefits per the
financial statements $ 307,016,512 $ 294,700,070
Amounts payable to withdrawing participants - (144,599)
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Net assets available for benefits per the Form 5500 $ 307,016,512 $ 294,555,471
==================== ===================
The following is a reconciliation of benefits paid to participants per
the financial statements for the year ended December 31, 2000 to the Form
5500:
Benefits paid to participants per the financial $ 30,447,540
statements
Add: Amounts payable to withdrawing
participants at December 31, 2000 -
Less: Amounts payable to withdrawing
participants at December 31, 1999 (144,599)
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Benefits paid to participants per the Form 5500 $ 30,302,941
===================
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to year end, but not yet paid as of that date.
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DEAN FOODS COMPANY
INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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11. SUBSEQUENT EVENTS
On April 5, 2001, the Company announced it had signed a definitive
agreement under which it and Suiza Foods Corporation will merge to form a
national dairy and specialty foods company. The transaction received the
unanimous approval of both companies' Board of Directors and is expected
to close by the third or fourth quarter of calendar year 2001. Completion
of the transaction is contingent upon approval by a majority of
shareholders in both companies, certain regulatory approvals and other
customary closing conditions.
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DEAN FOODS COMPANY SCHEDULE 4I
INVESTMENT AND SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2000
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IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST FAIR VALUE
*Dean Foods Company Common Stock N/A $21,657,366
Diversified Investment Advisors
International Equity Fund Mutual Fund N/A 19,031,305
Dean Foods Equity Growth Fund Mutual Fund N/A 59,265,831
Dean Foods Income Fund Mutual Fund N/A 62,858,679
Diversified Investment Advisors
Balanced Fund Mutual Fund N/A 45,572,006
Money Government Fixed Fund U.S. Government and
Agency Issues N/A 66,456,843
Dean Foods Small Cap Fund Mutual Fund N/A 7,121,717
*Northern Trust S&P 500 Index Fund Mutual Fund N/A 3,830,341
*Northern Trust Collective
Short-Term Investment Fund Cash Equivalents N/A 3,822,045
*Participant Loans Loans at 6-9% $ - 12,972,159
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$ 302,588,292
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*Party in interest
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EXHIBITS TO ANNUAL REPORT ON FORM 11-K
Exhibit
Number Description
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Exhibit 23 Consent of Independent Accountants
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
DEAN FOODS COMPANY INVESTMENT
AND SAVINGS PLAN
-----------------------------
(Name of Plan)
DATE: June 29, 2001 /s/ Gerald W. Berger
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Gerald W. Berger
Plan Administrator
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