X0202 4/A 2005-07-07 2005-07-11 0000931336 DEAN FOODS CO/ DF 0001136268 SCHENKEL PETE 2515 MCKINNEY AVENUE, LB 30, SUITE 1200 DALLAS TX 75201 1 1 0 0 President, Dean Dairy Group Common Stock 2005-07-07 4 M 0 47036 0 A 176328.07 D Deferred Stock Units 0 2005-07-07 4 M 0 54000 0 D 2004-01-07 2013-01-07 Common Stock 54000 0 D Deferred Stock Units 0 2005-07-07 5 M 0 9951 0 D 2004-01-07 2013-01-07 Common Stock 9951 0 D Deferred Stock Units 0 2005-01-13 2014-01-13 Common Stock 28000 28000 D Deferred Stock Units 0 2005-01-13 2014-01-13 Common Stock 5160 5160 D Restricted Stock Units 0 2006-01-10 2015-01-10 Common Stock 26000 26000 D Restricted Stock Units 0 2006-01-10 2015-01-10 Common Stock 4791 4791 D Incentive Stock Option (right to buy) 20.9355 2004-01-06 2013-01-06 Common Stock 4032 4032 D Incentive Stock Option (right to buy) 20.9355 2004-01-06 2013-01-06 Common Stock 743 743 D Incentive Stock Option (right to buy) 26.3199 2005-01-13 2004-01-13 Common Stock 2139 2139 D Incentive Stock Option (right to buy) 26.3199 2005-01-13 2014-01-13 Common Stock 394 394 D Incentive Stock Option (right to buy) 26.8941 2006-01-07 2015-01-07 Common Stock 5232 5232 D Incentive Stock Option (right to buy) 26.8941 2006-01-07 2015-01-07 Common Stock 964 964 D Non-Qualified Stock Option (right to buy) 10.5374 2001-01-04 2010-01-04 Common Stock 99500 99500 D Non-Qualified Stock Option (right to buy) 10.5374 2001-01-04 2010-01-04 Common Stock 18335 18335 D Non-Qualified Stock Option (right to buy) 12.1383 2002-01-22 2011-01-22 Common Stock 293025 293025 D Non-Qualified Stock Option (right to buy) 12.1383 2002-01-22 2011-01-22 Common Stock 53997 53997 D Non-Qualified Stock Option (right to buy) 17.1835 2003-01-14 2012-01-14 Common Stock 295086 295086 D Non-Qualified Stock Option (right to buy) 17.1835 2003-01-14 2012-01-14 Common Stock 54375 54375 D Non-Qualified Stock Option (right to buy) 17.1835 2003-01-14 2012-01-14 Common Stock 195000 195000 D Non-Qualified Stock Option (right to buy) 17.1835 2003-01-14 2012-01-14 Common Stock 35932 35932 D Non-Qualified Stock Option (right to buy) 20.9355 2004-01-06 2013-01-06 Common Stock 162967 162967 D Non-Qualified Stock Option (right to buy) 20.9355 2004-01-06 2013-01-06 Common Stock 30031 30031 D Non-Qualified Stock Option (right to buy) 26.3199 2005-01-13 2014-01-13 Common Stock 106791 106791 D Non-Qualified Stock Option (right to buy) 26.3199 2005-01-13 2014-01-13 Common Stock 13118 13118 D Non-Qualified Stock Option (right to buy) 26.8941 2006-01-10 2015-01-10 Common Stock 65768 65768 D Non-Qualified Stock Option (right to buy) 26.8941 2006-01-10 2015-01-10 Common Stock 12119 12119 D The reporting person was entitled to receive 54,000 shares of common stock of the Issuer pursuant to certain accelerated vesting provisions in the 2003 Award of Deferred Stock Units ("DSUs"). Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted by 9,951 to restore the post-spin value of the award to the pre-spin value of the award. A portion of these shares (16,915) were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of 47,036 net shares of common stock. A Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share of common stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions. Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted to restore the post-spin value of the award to the pre-spin value of the award. The shares of common stock subject to the Option vest ratably in three equal increments commencing on the first anniversary of the grant date. Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the option price has been adjusted to reflect the post-spin value of the option, and the reporting person has received additional options so the post-spin value of the option award is the same as the pre-spin value of the option award. AMENDED to include items that were not saved to the July 7, 2005 filing because of a power outage in the building. Pete Schenkel 2005-07-12