0001140361-18-011284.txt : 20180301 0001140361-18-011284.hdr.sgml : 20180301 20180301170306 ACCESSION NUMBER: 0001140361-18-011284 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180301 DATE AS OF CHANGE: 20180301 GROUP MEMBERS: PRIORA HOLDING AG GROUP MEMBERS: PROFECTIO BETEILIGUNGEN AG GROUP MEMBERS: REMO STOFFEL GROUP MEMBERS: STOFFELPART ASSET AG GROUP MEMBERS: XO HOLDING AG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEAN FOODS CO CENTRAL INDEX KEY: 0000931336 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 752559681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47875 FILM NUMBER: 18658627 BUSINESS ADDRESS: STREET 1: 2711 N. HASKELL AVENUE STREET 2: SUITE 3400 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2143033400 MAIL ADDRESS: STREET 1: 2711 N. HASKELL AVENUE STREET 2: SUITE 3400 CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: DEAN FOODS CO/ DATE OF NAME CHANGE: 20011221 FORMER COMPANY: FORMER CONFORMED NAME: SUIZA FOODS CORP DATE OF NAME CHANGE: 19941013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VV Value Vals AG CENTRAL INDEX KEY: 0001723763 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MITTLAGDA CITY: VALS STATE: V8 ZIP: 7132 BUSINESS PHONE: 41 81 286 0600 MAIL ADDRESS: STREET 1: MITTLAGDA CITY: VALS STATE: V8 ZIP: 7132 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934*
 
(Amendment No. 1)
 
 
Dean Foods Company
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
242370203
(CUSIP Number)
 
VV Value Vals AG
Mittlagada
7132 Vals
Switzerland
+41 81 286 0605
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
February 27, 2018
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on Following Pages)
 
CUSIP NO.: 242370203
SCHEDULE 13D
 
1
NAME OF REPORTING PERSON
 
 
VV Value Vals AG
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC; BK
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Switzerland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,125,000 (See Item 5)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.0% based on a reported 91,166,009 shares outstanding as of February 21, 2018 (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP NO.: 242370203
SCHEDULE 13D
 
1
NAME OF REPORTING PERSON
 
 
XO Holding AG
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Switzerland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,125,000 (See Item 5)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.0% based on a reported 91,166,009 shares outstanding as of February 21, 2018
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP NO.: 242370203
SCHEDULE 13D
 
1
NAME OF REPORTING PERSON
 
 
Priora Holding AG
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Switzerland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,125,000 (See Item 5)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.0% based on a reported 91,166,009 shares outstanding as of February 21, 2018
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP NO.: 242370203
SCHEDULE 13D
 
1
NAME OF REPORTING PERSON
 
 
Profectio Beteiligungen AG
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Switzerland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,125,000 (See Item 5)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.0% based on a reported 91,166,009 shares outstanding as of February 21, 2018
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP NO.: 242370203
SCHEDULE 13D
 
1
NAME OF REPORTING PERSON
 
 
STOFFELpart Asset AG
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Switzerland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,125,000 (See Item 5)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.0% based on a reported 91,166,009 shares outstanding as of February 21, 2018
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
CUSIP NO.: 242370203
SCHEDULE 13D
 
1
NAME OF REPORTING PERSON
 
 
Remo Stoffel
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☒
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Switzerland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
9,125,000 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,125,000 (See Item 5)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.0% based on a reported 91,166,009 shares outstanding as of February 21, 2018
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
This Amendment No. 1 (this “Amendment No. 1”) amends the Statement on Schedule 13D first filed with the Securities and Exchange Commission on November 30, 2017 (the “Schedule 13D”), and is filed with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Dean Foods Company (the “Issuer”). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is supplemented as follows:
 
For the purchases it made as disclosed in Item 5 of this Amendment No. 1, Value Vals paid an aggregate of $14,624,202, excluding brokerage commission and fees. The source of such funds was existing working capital as well as credit lines with two Swiss banks, based on credit agreements which were entered into in the ordinary course of business prior to, and irrespective of, the purchase of Shares reported on this Amendment No. 1.

Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
 
Value Vals directly owns 9,125,000 Shares.
 
Each of XO Holding, as the sole stockholder of Value Vals, Priora Holding, as the sole stockholder of XO Holding, Profectio, as the sole stockholder of Priora Holding, STOFFELpart, as the sole stockholder of Profectio, and Remo Stoffel, as the sole stockholder of STOFFELpart, may be deemed to share voting and dispositive power over, and may be deemed to beneficially own, the 9,125,000 Shares owned by Value Vals.
 
The 9,125,000 Shares owned by Value Vals represent approximately 10.0% of the outstanding Shares of the Issuer, based on a reported 91,166,009 Shares outstanding as of February 21, 2018.
 
See Appendix A to this Amendment No. 1 for a complete list of transactions involving the Shares that were effected during the past sixty days by the Reporting Persons, which Appendix is incorporated herein by reference.
 
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: March 1, 2018

 
VV VALUE VALS AG
     
 
By:
/s/ Remo Stoffel
 
Name:
Remo Stoffel
 
Title:
Director
   
 
and
     
 
By:
/s/ Hans-Peter Domanig
 
Name:
Hans-Peter Domanig
 
Title:
Director
   
 
XO HOLDING AG
     
 
By:
/s/ Remo Stoffel
 
Name:
Remo Stoffel
 
Title:
Director
   
 
and
     
 
By:
/s/ Hans-Peter Domanig
 
Name:
Hans-Peter Domanig
 
Title:
Director
   
 
PRIORA HOLDING AG
     
 
By:
/s/ Fulvio Micheletti
 
Name:
Fulvio Micheletti
 
Title:
Director
   
 
and
     
 
By:
/s/ Hans-Peter Domanig
 
Name:
Hans-Peter Domanig
 
Title:
Director
   
 
PROFECTIO BETEILIGUNGEN AG
     
 
By:
/s/ Dr. Rene Locher
 
Name:
Dr. Rene Locher
 
Title:
Director
 
 
STOFFELPART ASSET AG
     
 
By:
/s/ Remo Stoffel
 
Name:
Remo Stoffel
 
Title:
Director
     
 
By:
/s/ Remo Stoffel
 
Name:
REMO STOFFEL
 
Appendix A
 
TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSON IN THE LAST 60 DAYS
 
The following table sets forth all transactions with respect to the Shares effected during the past 60 days by any of the Reporting Persons.

Reporting Person
  
Date of
Transaction
  
Shares
Purchased*
    
Price per
Share ($)*
    
Price Range ($)*
  
Value Vals
  
2/5/2018
    
500,000
      
9.45577
      
9.46
      
9.46
  
Value Vals
  
2/26/2018
    
500,000
      
8.68938
      
8.47
      
8.90
  
Value Vals
  
2/27/2018
    
625,000
      
8.88260
      
8.88
      
8.88
  
                                     
Total
  
—
    
1,625,000
      
—
      
—
      
—
  

*
The number of securities reported represents an aggregate number of shares purchased by such Reporting Person’s broker-dealers in multiple market transactions over a range of prices, on the date indicated. The price per share reported represents the weighted average price (excluding brokerage commissions and fees). The Reporting Persons undertake to provide the staff of the U.S. Securities and Exchange Commission, upon request, the number of shares purchased by such Reporting Person at each separate price within the range.