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):
May 15, 2006
(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.) |
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2515 McKinney Avenue, Suite 1200
Dallas, TX 75201 |
(Address of principal executive offices)(Zip Code)
Registrant’s 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-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On May 15, 2006, Dean Foods Company (the “Company”) and its subsidiary guarantors (the
“Guarantors”) entered into an indenture (the “Base Indenture”) with The Bank of New York Trust
Company, N.A., as trustee (the “Trustee”). In addition, on May 17, 2006, the Company and the
Guarantors entered into supplemental indenture no. 1 (the “Supplemental Indenture” and together
with the Base Indenture, the “Indenture”) with the Trustee. Under the Indenture, the Company issued $500,000,000
aggregate principal amount of 7.000% Senior Notes due 2016 (the “Notes”) in a public offering
pursuant to an Underwriting Agreement entered into on May 11, 2006, and disclosed in Item 1.01 of
the Company’s Current Report on Form 8-K filed on May 17, 2006, which is incorporated herein by
reference. The sale of the Notes was made pursuant to the Company’s registration statement on Form
S-3 (SEC File No. 333-130309), including a prospectus supplement dated May 11, 2006, filed by the
Company on May 15, 2006 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended
(the “Prospectus Supplement”). Terms of the Indenture and the Notes issued pursuant to the
Indenture are described in the section of the Prospectus Supplement
entitled “Description of the
Notes and the Guarantees”, which is incorporated herein by reference. Copies of the executed Base
Indenture and Supplemental Indenture are filed herewith as Exhibit 4.1 and 4.2 and are hereby
incorporated into this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index attached hereto.