SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT No. 1 TO
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
HORIZON ORGANIC HOLDING CORPORATION |
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| (Name of the Issuer) | ||||
Horizon Organic Holding Corporation, Dean Foods Company and Capricorn Acquisition Sub, Inc. |
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| (Name of Person(s) Filing Statement) | ||||
Common Stock, $0.001 Par Value Per Share |
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| (Title of Class of Securities) | ||||
44043T 10 3 |
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(CUSIP Number of Class of Securities) |
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Michael A. Sabian, Esq. Shughart Thomson & Kilroy P.C. Suite 2300, 1050 17th Street Denver, Colorado 80265 (303) 572-9300 |
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Copy to: William A. McCormack Hughes & Luce LLP 1717 Main Street, Suite 2800 Dallas, Texas 75201 (214) 939-5633 |
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| (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) | ||||
This statement is filed in connection with (check the appropriate box):
| a. | ý | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b. |
o |
The filing of a registration statement under the Securities Act of 1933. |
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c. |
o |
A tender offer. |
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d. |
o |
None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
| Transaction Valuation |
Amount of Filing Fee |
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|---|---|---|---|---|
| $ | 216,630,960* | $ | 17,525.45** | |
| Amount Previously Paid: $17,525.45 | Filing Party: Horizon Organic Holding Corporation | |
Form or Registration No.: Schedule 14A File No. 0-24337 |
Date Filed: August 25, 2003 |
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed with the Securities and Exchange Commission (the "Commission") by Dean Foods Company, a Delaware corporation ("Parent"), Capricorn Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), and Horizon Organic Holding Corporation, a Delaware corporation (the "Company"). Pursuant to an Agreement and Plan of Merger, dated as of June 29, 2003 (the "Merger Agreement"), by and among the Company, Parent and Purchaser, Purchaser will merge with and into the Company (the "Merger"). Pursuant to the Merger Agreement, the Company will continue as the surviving corporation in the Merger, and each issued and outstanding share of common stock, par value $0.001 per share, of the Company (sometimes referred to as the "subject securities"), other than shares held by dissenting shareholders and shares held by Parent, will be canceled and converted into the right to receive a cash payment per share, without interest, of $24.00. As a result of the Merger, the Company (sometimes referred to as the "subject company") will become a wholly-owned subsidiary of Parent.
Concurrently with the filing of this Schedule 13E-3, the Company is filing a preliminary proxy statement on Schedule 14A (the "Proxy Statement") with the Commission in connection with a special meeting of the stockholders of the Company (the "Special Meeting"). At the Special Meeting, the stockholders of the Company will, among other things, vote on the adoption and approval of the Merger Agreement.
The information in the Proxy Statement, including all appendices thereto, is expressly incorporated by reference into this Schedule 13E-3, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the provisions of the Proxy Statement. All summaries and references in this Schedule 13E-3 of or to agreements, opinions and other documents attached as appendices to the Proxy Statement or as exhibits to this Schedule 13E-3 are qualified in their entirety by the complete text of such appendices or exhibits.
The Proxy Statement is in preliminary form and is subject to completion or amendments.
The filing of this Schedule 13E-3 by Parent should not be construed as an admission by Parent that it, or any of its affiliates, is an "affiliate" of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Securities Exchange Act, as amended (the "Exchange Act").
The information set forth in the Proxy Statement under the caption "SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE MERGER PROPOSAL" is incorporated herein by reference.
Item 2. Subject Company Information
Horizon
Organic Holding Corporation, a Delaware corporation
6311 Horizon Lane
Longmont, Colorado 80503
(303) 530-2711
The exact title of the subject class of equity securities is "Common Stock" and the Common Stock has a par value of $0.001 per share. As of July 31, 2003, 10,364,290 shares of the Common Stock were issued and outstanding.
The information set forth in the Proxy Statement under the caption "SELECTED FINANCIAL DATA—Price Range for Horizon Organic Common Stock" is incorporated herein by reference.
The information set forth in the Proxy Statement under the caption "SELECTED FINANCIAL DATA—Dividend Policy" is incorporated herein by reference.
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Prior Public Offerings" is incorporated herein by reference.
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Prior Stock Purchases" is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
For the Company, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER—Parties to the Merger Transaction—Horizon Organic Holding Corporation" is incorporated herein by reference. The Company is the subject company.
For Parent, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER—Parties to the Merger Transaction—Dean Foods Company" is incorporated herein by reference. Because of the relationships between Parent and the Company, Parent may be deemed to be an "affiliate" of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act. This statement does not constitute an admission by Parent that it is, in fact, an "affiliate." For a description of such relationships, the information set forth in the Proxy Statement under the captions "SPECIAL FACTORS—Background of the Proposal," "SPECIAL FACTORS—Certain Director Conflicts of Interest," "SPECIAL FACTORS—Interests of Certain Persons In the Merger—Transactions and Relationships between Horizon Organic and Dean Foods" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.
For Purchaser, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER—Parties to the Merger Transaction—Capricorn Acquisition Sub, Inc." is incorporated herein by reference.
The names of the executive officers and directors of the Company are set forth in the Proxy Statement under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT—Executive Officers and Directors" and are incorporated herein by reference. The business address of each executive officer and director of the Company (other than Michelle P. Goolsby and Richard L. Robinson) is the address of the Company. The business address of Ms. Goolsby is Dean Foods Company; 2515 McKinney Ave., Suite 1200, Dallas, Texas 75201-1978. The business address of Mr. Robinson is Robinson Dairy, 646 Bryant Street, Denver, Colorado 80204.
The name and business address of each executive officer and director of Parent is set forth below. Also set forth below is (i) the current principal occupation or employment of such persons, (ii) the material occupations, positions, offices or employment of such persons during the past five years, including the starting and ending dates of each, and (iii) the name, principal business and address of any corporation or other organization in which such occupation, position, office or employment is or was conducted.
Furst Incorporated, an investment company, of Dallas, Texas, and has served as its President since its founding in 1989.
The name and business address of each executive officer and director of Purchaser is set forth below. Also set forth below is (i) the current principal occupation or employment of such persons, (ii) the material occupations, positions, offices or employment of such persons during the past five years, including the starting and ending dates of each, and (iii) the name, principal business and address of any corporation or other organization in which such occupation, position, office or employment is or was conducted.
For Parent, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER—Parties to the Merger Transaction—Dean Foods Company" is incorporated herein by reference.
For Purchaser, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER—Parties to the Merger Transaction—Capricorn Acquisition Sub, Inc." is incorporated herein by reference.
(c)(1) and (2)
For the executive officers and directors of the Company, the information set forth in the Proxy Statement under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT—Executive Officers and Directors" is incorporated herein by reference.
For the executive officers and directors of Parent and Purchaser, the information set forth above in response to Item 3(a) for such persons is incorporated herein by reference.
(c)(3) and (4)
For the executive officers and directors of the Company, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER— Parties to the Merger Transaction—Horizon Organic Holding Corporation" is incorporated herein by reference.
For the executive officers and directors of Parent and Purchaser, the information set forth in the Proxy Statement under the caption "THE AGREEMENT AND PLAN OF MERGER—Parties to the Merger Transaction—Dean Foods Company" is incorporated herein by reference.
(c)(5)
Each executive officer and director of the Company, Parent and Purchaser is a citizen of the United States of America.
Item 4. Terms of the Transaction
(a)(1) Tender Offers
Not Applicable
(a)(2) Mergers or Similar Transactions
The information contained in the following sections of the Proxy Statement under the following captions is incorporated herein by reference:
All holders of subject securities, other than Parent, are entitled to receive $24.00 per share in the Merger. All subject securities held by Parent will be canceled without the payment of any consideration. In addition, pursuant to applicable Delaware law, holders of subject securities, other than Parent, will be entitled to seek an appraisal of their subject securities in lieu of accepting the $24.00 per share offered in the Merger. As a consequence of the Merger, Parent will own 100% of the Company, which will be the surviving corporation in the Merger. For a description of such terms, the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Certain officers, directors and employees of the Company are subject to other terms or arrangements as a result of the Merger. For a description of such terms, the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
No provision has been made by any filing person in connection with the Merger to grant unaffiliated security holders access to the corporate files of a filing person or to obtain counsel or appraisal services at the expense of a filing person.
The Merger does not involve the offer of securities of a filing person in exchange for the equity securities held by unaffiliated security holders of the Company.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
(b)(1) Merger
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
(b)(2)-(4) and (6) Consolidation, Acquisition, Tender Offer and Sale of Assets
Not applicable
(b)(5) Election of the Subject Company's Directors
At the annual meeting of the Company on May 13, 2003, the following persons were elected director:
| Clark R. Mandigo II | Director | |
| Richard L. Robinson | Director | |
| Michelle P. Goolsby | Director |
Parent has the right to designate one member of the Company's Board of Directors pursuant to a Major Stockholders Agreement between Parent and the Company. Ms. Goolsby is currently Parent's designee. The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Background of the Proposal" is incorporated herein by reference.
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Background of the Proposal" is incorporated herein by reference.
With respect to the Agreement and Plan of Merger, the information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER PROPOSAL" and "THE AGREEMENT AND PLAN OF MERGER" is incorporated herein by reference.
With respect to other agreements, the information set forth in the Proxy Statement under the captions "SPECIAL FACTORS—Background of the Proposal," "SPECIAL FACTORS—Certain Potential Director Conflicts of Interest" and "SPECIAL FACTORS—Interests of Certain Persons In the Merger—Transactions Between Horizon Organic and Dean Foods" is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
No securities are being acquired in the Merger. The subject securities will be converted into the right to receive the merger consideration, except that subject securities held by Parent will not be converted into the right to receive the merger consideration and will instead be canceled. The outstanding capital stock of Purchaser, all of which is owned by Parent, will become the outstanding capital stock of the surviving corporation in the Merger. The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET" and "THE AGREEMENT AND PLAN OF MERGER—Conversion of Securities; Payment of Cash Merger Consideration" is incorporated herein by reference.
(c)(1) Extraordinary Transaction, Merger
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
(c)(2) Purchase, Sale or Transfer of Assets
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Plans for Horizon Organic After the Merger" is incorporated herein by reference.
The information set forth in the Proxy Statement under the captions "SELECTED FINANCIAL DATA—Dividend Policy" and "SPECIAL FACTORS—Plans for Horizon Organic After the Merger" is incorporated herein by reference.
(c)(4) Change in Board of Directors
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Certain Effects of the Merger—Resignation of Directors" is incorporated herein by reference.
(c)(5) Material Change in Subject Company's Corporate Structure or Business
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
(c)(6)-(8) Delisting of Equity Securities, Termination of Registration Under the Exchange Act and Suspension of Obligation to File Reports under the Exchange Act
The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER PROPOSAL—What Will Happen to the Market for the Common Stock After the Merger?" and "SPECIAL FACTORS—Certain Effects of the Merger—Participation in Future Growth" is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Purposes and Reasons for Merger" is incorporated herein by reference.
The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS—Background of the Proposal" and "SPECIAL FACTORS—Purposes and Reasons for Merger" is incorporated herein by reference.
The information set forth in the Proxy Statement under the captions "SPECIAL FACTORS—Purposes and Reasons for Merger," "SPECIAL FACTORS—The Special Committee and Its Recommendation," and "SPECIAL FACTORS—The Board's Recommendation" is incorporated herein by reference.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Item 8. Fairness of the Transaction
For the Company, the information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—The Board's Recommendation" is incorporated herein by reference.
The rules of the Commission require Parent and Purchaser to state whether they reasonably believe that the Merger is fair or unfair to the unaffiliated stockholders of the Company. Parent and Purchaser believe that the merger transaction is both financially and procedurally fair to stockholders of the Company that are not affiliated with the Company, Parent or Purchaser. Parent and Purchaser have an inherent conflict of interest with respect to the formation of the stated belief and such belief should not be relied upon by any stockholder of the Company in deciding whether or how to vote with respect to the Merger, or for any other purpose. This statement of Parent's and Purchaser's belief should not be construed as a recommendation as to whether or not any stockholder of the Company should vote for the Merger.
For the Company, the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
For Parent and Purchaser, the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The information set forth in the Proxy Statement under the caption "THE SPECIAL MEETING: INFORMATION CONCERNING PROXY SOLICITATION AND VOTING—Record Date, Outstanding Voting Securities and Voting Rights" is incorporated herein by reference.
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—The Special Committee and Its Recommendation—The Special Committee" is incorporated herein by reference.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
The information set forth in the Proxy Statement under the captions "SUMMARY TERM SHEET," "SPECIAL FACTORS—Background of the Proposal" and "SPECIAL FACTORS—The Special Committee and Its Recommendation" is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations
With respect to the Opinion of RBC Dain Rauscher Inc., a member company of RBC Capital Markets ("RBC" and the "RBC Opinion"), the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
Additionally, RBC made three presentations to the Board on June 26, June 28, and June 29, 2003, respectively (the "RBC Presentations"). Full copies of the RBC Presentations are set forth as Exhibits (c)(2), (c)(3) and (c)(4). The RBC Presentations contained a transaction overview, transaction background, assessments of the consideration to be paid and certain financial analyses.
Parent retained Goldman, Sachs & Co. ("Goldman Sachs") to advise it in connection with a possible transaction with the Company. In February and June 2003, Parent received from Goldman Sachs certain discussion materials, including valuation analyses, relating to the Company and the Merger (the "February Discussion Materials" and the "June Discussion Materials," respectively). Goldman Sachs did not render any opinion with respect to the Merger or the fairness of the Merger consideration nor was it retained or engaged to do so. In connection with the February Discussion Materials and the June Discussion Materials, the information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Report of Goldman, Financial Advisor to Dean Foods," is incorporated herein by reference.
With respect to the RBC Opinion and the RBC Presentations, the information set forth in the Proxy Statement under the captions "SPECIAL FACTORS—Opinion of Horizon Organic's Financial Advisor" and "Appendix B—Opinion of RBC Dain Rauscher Inc., a member company of RBC Capital Markets" is incorporated herein by reference.
With respect to the February Discussion Materials and the June Discussion Materials:
(b)(1) Identity of the Outside Party
Goldman, Sachs & Co.
(b)(2) Qualifications of the Outside Party
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Report of Goldman, Financial Advisor to Dean Foods" is incorporated herein by reference.
(b)(3) Method of Selection of the Outside Party
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Report of Goldman, Financial Advisor to Dean Foods" is incorporated herein by reference.
(b)(4) Material Relationships
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Report of Goldman, Financial Advisor to Dean Foods" is incorporated herein by reference.
(b)(5) Fairness of Consideration
Neither the February Discussion Materials nor the June Discussion Materials relate to the fairness of the Merger consideration to the holders of subject securities.
(b)(6) Summary
The full text of the February Discussion Materials is attached hereto as Exhibit (c)(5) and the full text of the June Discussion Materials is attached hereto as Exhibit (c)(6). Exhibits (c)(5) and (c)(6) are incorporated by reference herein. The information in the Proxy Statement under the caption "SPECIAL FACTORS—Report of Goldman, Financial Advisor to Dean Foods" is incorporated herein by reference.
A copy of the RBC Opinion is attached as Appendix B to the Proxy Statement. Copies of the RBC Presentations are attached as Exhibits (c)(2), (c)(3) and (c)(4) hereto respectively. In addition, the RBC Opinion and RBC Presentations will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.
Copies of the February Discussion Materials and the June Discussion Materials are attached as Exhibits (c)(5) and (c)(6) hereto respectively. In addition, a copy of such materials will be made available for inspection and copying at the principal executive offices of Parent during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.
Item 10. Source and Amount of Funds or Other Consideration
The information set forth in the Proxy Statement under the captions "QUESTIONS AND ANSWERS ABOUT THE MERGER PROPOSAL—DOES DEAN FOODS HAVE THE FINANCIAL RESOURCES TO COMPLETE THE TRANSACTION?" and "SPECIAL FACTORS—Source of Funds to Complete the Merger" is incorporated herein by reference.
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Source of Funds to Complete the Merger" is incorporated herein by reference.
The information set forth in the proxy statement under the following captions is incorporated herein by reference:
(d)(1) Summary of Loan Agreements
The information set forth in Parent's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 1-12755), under the headings "Senior Credit Facility" and "Credit Facility Terms" in Note 5 of the "Notes to Condensed Consolidated Financial Statements" included therein, is incorporated herein by reference.
(d)(2) Plans to Finance or Repay the Loan
The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Plans for Horizon Organic After the Merger" is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company
For the executive officers and directors of the Company (including Michelle P. Goolsby and Richard L. Robinson, who are also employees of Parent), the information set forth in the Proxy Statement under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT—Beneficial Ownership Table" is incorporated herein by reference.
For Parent, the information set forth in the proxy statement under the following captions is incorporated herein by reference:
To the knowledge of the filing persons, except as reflected in the Proxy Statement under captions "SPECIAL FACTORS—Interests of Certain Persons in the Merger—Other Related Party Transactions" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT—Beneficial Ownership Table," no transaction in subject securities has been made during the past 60 days by any filing person, any executive officer, director, associate or majority-owned subsidiary of any filing person or any pension, profit-sharing or similar plan of the Company or Parent.
Item 12. The Solicitation Or Recommendation
Parent intends to vote all subject securities held by it in favor of the Merger because Parent deems the consummation of the Merger to be in its best interest.
All officers and directors of the Company have indicated their intention to vote all subject securities held by each of them respectively in favor of the Merger. The Company is informed that such persons intend to vote in favor of the Merger because they deem the consummation of the Merger to be in their respective best interests. The information set forth in the Proxy Statement under the caption "SPECIAL FACTORS—Purposes and Reasons for Merger" is incorporated herein by reference.
Other than the recommendation of the Special Committee and the Board together with the RBC Opinion, the Company knows no other person who may have made a recommendation either in support of or opposed to the Merger. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
(a)(1) Audited Financial Statements for Past Two Fiscal Years
The information required by this item is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed March 13, 2003) (File No. 000-24337), under the caption "Item 8. Consolidated Financial Statements and Supplementary Data" and attached as "Exhibit F" thereto, and is incorporated herein by reference.
(a)(2) Unaudited Financial Statements for Most Recent Quarter
The information required by this item is set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (filed August 14, 2003) (File No. 000-24337), under the caption "Item 1. Financial Statements," and is incorporated herein by reference.
(a)(3) Ratio of Earnings to Fixed Charges
The information required by this item is not applicable as there are no debt instruments or preferred equity interests involved in the Merger.
(a)(4) Book Value Per Share as of Date of Most Recent Balance Sheet
The book value per share of the Company as of June 30, 2003, the date of the most recent balance sheet presented, is $6.51.
The provision of pro forma information will not be material because the Company will be acquired as an entirety if the Merger is consummated.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
The information set forth in the Proxy Statement under the caption "THE SPECIAL MEETING: INFORMATION CONCERNING PROXY SOLICITATION AND VOTING—Solicitation, Voting and Revocation of Proxies" is incorporated herein by reference.
The officers and employees of the Company, and certain assets of the Company, will be employed and used by the Company in connection with satisfying the conditions precedent to Parent and Purchaser's obligations to close the Merger Agreement. The information set forth in the Proxy Statement under the captions "THE SPECIAL MEETING: INFORMATION CONCERNING PROXY SOLICITATION AND VOTING—Solicitation, Voting and Revocation of Proxies," "THE AGREEMENT AND PLAN OF MERGER—Expenses" and "OTHER DISCLOSURES—Expenses of the Transaction" is incorporated herein by reference.
Item 15. Additional Information
All of the information contained in the Proxy Statement, including all appendices thereto, is incorporated herein by reference.
(a)(1) Amended Preliminary Proxy Statement filed with the Commission on October 6, 2003 (incorporated herein by reference to the Proxy Statement as filed with the Commission on October 6, 2003).
(a)(2) Amended Form of Proxy filed with the Commission along with the Amended Proxy Statement (incorporated herein by reference to the Amended Proxy Statement as filed with the Commission on October 6, 2003).
(b)(1) Credit Agreement, dated July 31, 2001, among Parent, the guarantors party thereto, the lenders party thereto and the administrative, syndication and co-documentation agents party thereto (filed as exhibit to Parent's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12755)).
(b)(2) First Amendment to Credit Agreement, dated December 19, 2001 (filed as exhibit to Parent's Current Report on Form 8-K filed January 7, 2002 (File No. 1-12755)).
(b)(3) Amendment No. 2 to Senior Credit Facility (filed as exhibit to Parent's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 1-12755)).
(c)(1) Opinion of RBC Dain Rauscher Inc., a member company of RBC Capital Markets (incorporated herein by reference to the Proxy Statement as filed with the Commission on August 25, 2003).
(c)(2) RBC Presentation, dated June 26, 2003, provided to the Special Committee of Horizon Organic Board (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)).
(c)(3) RBC Presentation, dated June 28, 2003, provided to the Special Committee of Horizon Organic Board (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)).
(c)(4) RBC Presentation, dated June 29, 2003, provided to the Horizon Organic Board (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)).
(c)(5) Discussion Materials, dated February 21, 2003, provided to Parent by Goldman, Sachs & Co. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted information has been filed with the Commission) (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)).
(c)(6) Discussion Materials, dated June 27, 2003, provided to Parent by Goldman, Sachs & Co. (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)).
(d)(1) Agreement and Plan of Merger, dated as of June 29, 2003, by and among Dean Foods Company, Capricorn Acquisition Sub, Inc. and Horizon Organic Holding Corporation (incorporated herein by reference to the Proxy Statement as filed with the Commission on August 25, 2003).
(d)(2) Stock Purchase Agreement, dated June 5, 1998, by and between Dean Foods Company and Horizon Organic Holding Corporation (filed as Exhibit 10.17 to Horizon Organic's Registration Statement on Form S-1 (filed June 9, 1998) (File number 333-51465)).
(d)(3) Stockholder Agreement, dated June 5, 1998, by and between Dean Foods Company and Horizon Organic Holding Corporation (filed as Exhibit 10.18 to Horizon Organic's Registration Statement on Form S-1 (filed June 9, 1998) (File number 333-51465)).
(d)(4) Major Stockholder Agreement, dated June 5, 1998, by and between Dean Foods Company (f.k.a. Suiza Foods Corporation) and certain investors in Horizon Organic Holding Corporation (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)).
Section 262 of the Delaware General Corporation Law (incorporated herein by reference to the Proxy Statement as filed with the Commission on August 25, 2003).
| SIGNATURE |
After due 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.
| HORIZON ORGANIC HOLDING CORPORATION | |
/s/ Thomas P. Briggs (Signature) |
|
THOMAS P. BRIGGS, SECRETARY (Name and title) |
|
10/6/03 (Date) |
|
DEAN FOODS COMPANY |
|
/s/ Ronald H. Klein (Signature) |
|
RONALD H. KLEIN, VICE PRESIDENT CORPORATE DEVELOPMENT (Name and title) |
|
10/6/03 (Date) |
|
CAPRICORN ACQUISITION SUB, INC. |
|
/s/ Michelle P. Goolsby (Signature) |
|
MICHELLE P. GOOLSBY, PRESIDENT (Name and title) |
|
10/6/03 (Date) |
| Exhibit Number |
Description |
|
|---|---|---|
| (a)(1) | Amended Preliminary Proxy Statement filed with the Commission on October 6, 2003 (incorporated herein by reference to the Amended Proxy Statement as filed with the Commission on October 6, 2003). | |
(a)(2) |
Amended Form of Proxy filed with the Commission along with the Proxy Statement (incorporated herein by reference to the Proxy Statement as filed with the Commission on October 6, 2003). |
|
(b)(1) |
Credit Agreement, dated July 31, 2001, among Parent, the guarantors party thereto, the lenders party thereto and the administrative, syndication and co-documentation agents party thereto (filed as exhibit to Parent's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12755)). |
|
(b)(2) |
First Amendment to Credit Agreement, dated December 19, 2001 (filed as exhibit to Parent's Current Report on Form 8-K filed January 7, 2002 (File No. 1-12755)). |
|
(b)(3) |
Amendment No. 2 to Senior Credit Facility (filed as exhibit to Parent's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 1-12755)). |
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(c)(1) |
Opinion of RBC Dain Rauscher Inc., a member company of RBC Capital Markets (incorporated herein by reference to the Proxy Statement as filed with the Commission on August 25, 2003). |
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(c)(2) |
RBC Presentation, dated June 26, 2003, provided to the Special Committee of the Horizon Organic Board (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)). |
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(c)(3) |
RBC Presentation, dated June 28, 2003, provided to the Special Committee of the Horizon Organic Board (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)). |
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(c)(4) |
RBC Presentation, dated June 29, 2003, provided to the Horizon Organic Board (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)). |
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(c)(5) |
Discussion Materials, dated February 21, 2003, provided to Parent by Goldman, Sachs & Co. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted information has been filed with the Securities and Exchange Commission) (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)). |
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(c)(6) |
Discussion Materials, dated June 27, 2003, provided to Parent by Goldman, Sachs & Co. (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)). |
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(d)(1) |
Agreement and Plan of Merger, dated as of June 29, 2003, by and among Dean Foods Company, Capricorn Acquisition Sub, Inc. and Horizon Organic Holding Corporation (incorporated herein by reference to the Proxy Statement as filed with the Commission on August 25, 2003). |
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(d)(2) |
Stock Purchase Agreement, dated June 5, 1998, by and between Dean Foods Company and Horizon Organic Holding Corporation (filed as Exhibit 10.17 to Horizon Organic's Registration Statement on Form S-1 (filed June 9, 1998) (File number 333-51465)). |
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(d)(3) |
Stockholder Agreement, dated June 5, 1998, by and between Dean Foods Company and Horizon Organic Holding Corporation (filed as Exhibit 10.18 to Horizon Organic's Registration Statement on Form S-1 (filed June 9, 1998) (File number 333-51465)). |
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(d)(4) |
Major Stockholder Agreement, dated June 5, 1998, by and between Dean Foods Company (f.k.a. Suiza Foods Corporation) and certain investors in Horizon Organic Holding Corporation (incorporated by reference to the Registrant's Schedule 13E-3 as filed with the Commission on August 25, 2003 (File No. 5-54381)). |
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(f) |
Section 262 of the Delaware General Corporation Law (incorporated herein by reference to the Proxy Statement as filed with the Commission on August 25, 2003). |