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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):
November 21, 2006 (November 16, 2006)
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
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 2515 McKinney Avenue, Suite 1200 |
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| Dallas, TX
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75201 |
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| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-49(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 2006, our subsidiaries that are party to our receivables-backed facility
entered into an amendment of the facility, pursuant to which the liquidity termination date was
extended by one year to November 15, 2007 and the facility termination date was extended by one
year to November 15, 2009. The amendment also modified the individual obligor concentration limit,
which we expect to slightly increase our borrowing capacity under the facility. The amendment is
Amendment No. 11 to our Fourth Amended and Restated Receivables Purchase Agreement, and is by and
among (1) Dairy Group Receivables, L.P., Dairy Group Receivables, II and WhiteWave Receivables,
L.P., all of which are our subsidiaries, (2) the financial institutions that are party to our
Receivables Purchase Agreement, (3) JP Morgan Chase Bank, National Association, as agent, and (4)
us, as provider of certain performance undertakings on behalf of our subsidiaries.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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Fourth Amended and Restated Receivables Purchase Agreement
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10.2 |
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Amendment No. 11 to Fourth Amended and Restated Receivables Purchase Agreement |
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 hereunto duly authorized.
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| Date: November 21, 2006 |
DEAN FOODS COMPANY
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By: |
/s/ Steven J. Kemps
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Steven J. Kemps |
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Senior Vice President and
Deputy General Counsel |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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10.1
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Fourth Amended and Restated Receivables Purchase Agreement |
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10.2
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Amendment No. 11 to Fourth Amended and Restated Receivables
Purchase Agreement |