SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ENGLES GREGG L

(Last) (First) (Middle)
2515 MCKINNEY AVENUE, SUITE 1200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DEAN FOODS CO/ [ DF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/21/2004 M V 45,000 A $9.75 1,488,921 D
Common Stock 07/21/2004 S(1) 29,100 D $37.5 1,459,821 D
Common Stock 07/21/2004 S(1) 6,600 D $37.51 1,453,221 D
Common Stock 07/21/2004 S(1) 1,100 D $37.52 1,452,121 D
Common Stock 07/21/2004 S(1) 3,500 D $37.53 1,448,621 D
Common Stock 07/21/2004 S(1) 1,400 D $37.54 1,447,221 D
Common Stock 07/21/2004 S(1) 3,300 D $37.55 1,443,921 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)(2) $9.75 07/21/2004 M V 45,000 05/13/1998 05/13/2007 Common Stock 45,000 $9.75 315,000 D
Non-Qualified Stock Option (right to buy)(2) $19.5 01/02/1999 01/02/2008 Common Stock 360,000 360,000 D
Incentive Stock Option (right to buy)(2) $11.7917 01/29/2000 01/29/2009 Common Stock 25,200 25,200 D
Non-Qualified Stock Option (right to buy)(2) $11.7917 01/29/2000 01/29/2009 Common Stock 244,800 244,800 D
Non-Qualified Stock Option (right to buy)(2) $11.4167 06/04/2000 06/04/2009 Common Stock 171,000 171,000 D
Non-Qualified Stock Option (right to buy)(2) $12.4792 01/04/2001 01/04/2010 Common Stock 495,000 495,000 D
Incentive Stock Option (right to buy)(2) $14.375 01/22/2002 01/22/2011 Common Stock 13,974 13,974 D
Non-Qualified Stock Option (right to buy)(2) $14.375 01/22/2002 01/22/2011 Common Stock 586,026 586,026 D
Incentive Stock Option (right to buy)(2) $20.35 01/14/2003 01/14/2012 Common Stock 4,914 4,914 D
Non-Qualified Stock Option (right to buy)(2) $20.35 01/14/2003 01/14/2012 Common Stock 450,000 450,000 D
Non-Qualified Stock Option (right to buy)(2) $20.35 01/14/2003 01/14/2012 Common Stock 595,086 595,086 D
Incentive Stock Option (right to buy)(2) $24.7933 01/06/2004 01/06/2013 Common Stock 4,032 4,032 D
Non-Qualified Stock Option (right to buy(2) $24.7933 01/06/2004 01/06/2013 Common Stock 604,968 604,968 D
Deferred Stock Units(3) $0 01/07/2004 01/07/2013 Common Stock 192,000 192,000 D
Deferred Stock Units(3) $0 01/13/2005 01/13/2014 Common Stock 101,000 101,000 D
Incentive Stock Option (right to buy)(2) $31.17 01/13/2005 01/13/2014 Common Stock 3,209 3,209 D
Non-Qualified Stock Option (right to buy)(2) $31.17 01/13/2005 01/13/2014 Common Stock 320,791 320,791 D
Explanation of Responses:
1. Sale is pursuant to a 10b5-1 Sales Plan dated February 17, 2004, between reporting person and Bear Stearns & Co., Inc., acting as agent, to permit the orderly disposition of a portion of the reporting person's holdings of the Issuer's common stock, par value $.01 per share of Dean Foods Company.
2. The shares of common stock subject to the Option shall vest ratably in three equal increments commencing on the first anniversary of the grant date.
3. The reporting person has received an exempt award of Deferred Stock Units ("DSUs") under the Company's 1989 Stock Awards Plan which is a right to receive shares of common stock of the Issuer in the future, subject to the terms and conditions of the DSU Award Agreement. The DSUs vest annually, on a prorata basis, over a five-year period beginning on on the first anniversary date of grant, subject to certain accelerated vesting provisions.
Remarks:
Gregg L. Engles 07/22/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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