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Dean Foods Chairman and CEO Enters into Forward Sale Agreement

Posted : Fri, 21 Nov 2008 18:14:03 GMT
Author : Dean Foods Company
Category : Press Release
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DALLAS, Nov. 21 TX-DF-Agreement
DALLAS, Nov. 21 /PRNewswire-FirstCall/ -- Dean Foods Company (NYSE: DF) today announced that Gregg Engles, Chairman and CEO, has entered into a one year forward sale agreement for approximately 950,000 shares of Dean Foods common stock. The initial proceeds of the transaction have been used by Mr. Engles to repay a substantial portion of a personal loan secured by Dean Foods common stock that he owns. The agreement provides Mr. Engles with a portion of the proceeds at the time of entering into the agreement, as well as sharing in the appreciation of the common stock at the maturity of the agreement. The agreement also allows Mr. Engles to elect cash settlement, and thereby retain full ownership of the shares covered by the transaction.

"I strongly believe in the future direction of Dean Foods and have elected to enter into this type of transaction to retain participation in future share appreciation. I continue to believe that the opportunity for value creation at Dean Foods over the coming three to five years is as large as ever. For 2009, I am confident about the coming year based on the momentum in the business, the quality of our strategic initiatives, and an improving commodity outlook," commented Mr. Engles. "This transaction allows me to greatly reduce an outstanding loan that is secured by Dean Foods shares, while retaining interest in future share appreciation over the life of the contract."

In addition to the shares subject to this transaction, Mr. Engles continues to hold approximately 4.6 million shares of Dean Foods stock and vested options, representing approximately 2.9% of diluted shares outstanding.

ABOUT DEAN FOODS
Dean Foods is one of the leading food and beverage companies in the United States. The Company's DSD Dairy segment is the largest processor and distributor of milk and other dairy products in the country, with products sold under more than 50 familiar local and regional brands and a wide array of private labels. The Company's WhiteWave-Morningstar segment markets and sells a variety of nationally branded dairy and dairy-related products, such as Silk(R) soymilk and cultured soy products, Horizon Organic(R) milk and other dairy products, International Delight(R) coffee creamers, LAND O'LAKES(R) creamers and other fluid dairy products. Our WhiteWave-Morningstar segment's Rachel's Organic(R) dairy products brand is the third largest organic yogurt brand in the United Kingdom. Additionally, our WhiteWave-Morningstar segment markets and sells private label cultured and extended shelf life dairy products through our Morningstar platform.

FORWARD-LOOKING STATEMENTS
Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, projected sales, operating income, net income, adjusted diluted earnings per share, debt covenant compliance and expected financial performance. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release. The Company's ability to meet targeted financial and operating results, including targeted sales, operating income, net income and earnings per share depends on a variety of economic, competitive and governmental factors, including raw material availability and costs, the demand for the Company's products, and the Company's ability to access capital under its credit facilities or otherwise, many of which are beyond the Company's control and which are described in the Company's filings with the Securities and Exchange Commission. The Company's ability to profit from its branding initiatives depends on a number of factors including consumer acceptance of the Company's products. The forward-looking statements in this press release speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

CONTACT: Corporate Communications, Marguerite Copel, +1-214-721-1273; or Investor Relations, Barry Sievert, +1-214-303-3437



SOURCE Dean Foods Company

Copyright © 2008 PR Newswire. All rights reserved.




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