SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
April 30, 2008
Dean Foods Company
(Exact name of registrant as specified in charter)
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Delaware
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1-12755
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75-2559681 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
2515 McKinney Avenue, Suite 1200
Dallas, TX 75201
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (214) 303-3400
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2008, Dean Foods Company (the Company) and certain of its subsidiaries that are
party to the Fifth Amended and Restated Receivables Purchase Agreement (the Receivables Purchase
Agreement) entered into Amendment Number 5 to the Fifth Amended and Restated Receivables Purchase
Agreement and Limited Waiver (the Fifth Amendment) pursuant to which all references to Wachovia
Bank, National Association (Wachovia) and Variable Funding Capital Company (Wachovia Company)
are deleted in connection with the assignment by Wachovia and Wachovia Company of their respective
rights and obligations under the Receivables Purchase Agreement to Cooperatieve Centrale Raiffeisen
- Boerenleenbank B.A. Rabobank International, New York Branch and Nieuw Amsterdam
Receivables Corporation, respectively. The Fifth Amendment also provides for an acknowledgement of, and limited
waiver of specified events arising in connection with, certain changes to the Companys internal
corporate structure. The Fifth Amendment is by and among (1) Dairy Group Receivables, L.P., Dairy
Group Receivables II, L.P. and WhiteWave Receivables, L.P., all of which are subsidiaries of the
Company, (2) the financial institutions that are party to the Receivables Purchase Agreement, (3)
the companies that are party to the Receivables Purchase Agreement, (4) JPMorgan Chase Bank, N.A.,
as agent, and (5) the Company, as provider of certain performance undertakings on behalf of its
subsidiaries. The Fifth Amendment is attached as Exhibit 10.1 to this Current Report on form 8-K
and the description above is qualified entirely by reference to the full text of Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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Amendment No. 5 to Fifth Amended and Restated Receivables Purchase
Agreement and Limited Waiver, dated April 30, 2008. |