Obligation Dean Foods 7% ( US242370AA24 ) en USD

Dean Foods

100 % ▲

Etas-Unis

US242370AA24 ( en USD )

7% par an ( paiement semestriel )

01/06/2016 - Obligation échue

Prospectus brochure de l'obligation Dean Foods US242370AA24 en USD 7%, échue

1 000 USD

500 000 000 USD

242370AA2

NR

L'Obligation émise par Dean Foods ( Etas-Unis ) , en USD, avec le code ISIN US242370AA24, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2016

L'Obligation émise par Dean Foods ( Etas-Unis ) , en USD, avec le code ISIN US242370AA24, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Dean Foods ( Etas-Unis ) , en USD, avec le code ISIN US242370AA24, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d33918cce424b2.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-130309
A filing fee of $53,500, calculated in accordance with Rule 457(r),
has been transmitted to the SEC in connection with
the securities offered from the registration statement
(File No. 333-130309) by means of this prospectus supplement.
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 9, 2006)

$500,000,000
Dean Foods Company
7.000% Senior Notes due 2016

The notes will bear interest at the rate of 7.000% per year. Interest on the notes is payable on June 1 and
December 1 of each year, beginning December 1, 2006. The notes will mature on June 1, 2016. We may redeem
some or all of the notes at any time at the redemption price discussed under the caption "Description of the Notes and
the Guarantees -- Optional Redemption." If we experience a change of control, we may be required to offer to
purchase the notes from holders.
The notes will be our senior obligations and will rank equally with all of our other senior unsecured indebtedness.
The notes will be fully and unconditionally guaranteed by the subsidiaries that are guarantors under our senior
secured credit facility, which are substantially all of our wholly owned U.S. subsidiaries. See "Description of the
Notes and the Guarantees -- Subsidiary Guarantees."
The notes will be issued only in registered form in denominations of $1,000 and integral multiples of $1,000.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-12.
None of the Securities and Exchange Commission, or any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Senior

Note

Total

Public Offering Price

99.604%
$498,020,000
Underwriting Discount

1.2125%

$6,062,500
Proceeds to Dean Foods Company (before expenses)

98.3915%
$491,957,500
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Interest on the notes will accrue from May 17, 2006 to date of delivery.

The notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about
May 17, 2006.

Sole Book-Running Manager
Citigroup

Joint Lead Managers
JPMorgan
Wachovia Securities

BNP PARIBAS

Banc of America Securities LLC
Calyon Securities (USA)
Harris Nesbitt

Lazard Capital Markets

Rabo Securities USA, Inc.
RBS Greenwich Capital

SunTrust Robinson Humphrey
Wells Fargo Securities
BNY Capital Markets, Inc.

PNC Capital Markets LLC

RBC Capital Markets

Barclays Capital

May 11, 2006
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You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or documents to which we otherwise refer you. We have not, and
the underwriters have not, authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are
not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information appearing in this prospectus supplement, the accompanying
prospectus and any document incorporated by reference is accurate as of any date other than the date on the
front cover of the applicable document. Our business, financial condition, results of operations and prospects
may have changed since that date.

TABLE OF CONTENTS
Prospectus Supplement

Page

Where You Can Find More Information

S-2
Special Note Regarding Forward-Looking Statements

S-3
Prospectus Supplement Summary

S-4
Risk Factors

S-12
Use of Proceeds

S-18
Capitalization

S-19
Selected Consolidated Financial Data

S-20
Description of the Notes and the Guarantees

S-22
Certain United States Federal Income Tax Considerations

S-30
Underwriting

S-33
Legal Matters

S-34

Prospectus

About This Prospectus

2
Where You Can Find More Information

3
Special Note Regarding Forward-Looking Statements

4
Risk Factors

5
Dean Foods Company

8
Use of Proceeds

9
Ratio of Earnings to Fixed Charges

9
Description of Debt Securities

10
Book-Entry Issuance

18
Plan of Distribution

21
Legal Matters

23
Experts

23

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Unless the context requires otherwise, references to "we," "us," "our" and the "Company" refer collectively to
Dean Foods Company and its consolidated subsidiaries.
S-1
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may
read and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain further information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over the Internet at the SEC's
web site at http://www.sec.gov. Our common stock is listed on the New York Stock Exchange, and you may inspect
our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with the
SEC, which means that we can disclose important information to you by referring you to previously filed documents.
The information incorporated by reference is considered to be part of this prospectus supplement, unless we update
or supersede that information by the information contained in this prospectus supplement or by information that we
file subsequently that is incorporated by reference into this prospectus supplement.
We incorporate by reference into this prospectus supplement the following documents or information filed with
the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules):

· Annual Report on Form 10-K for the year ended December 31, 2005;

· Quarterly Report on Form 10-Q for the quarter ended March 31, 2006;

· Current Reports on Form 8-K filed with the SEC on March 8, 2006 and April 28, 2006; and

· All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 on or after the date of this prospectus supplement and before the termination of this offering.
This prospectus supplement and the accompanying prospectus are part of a registration statement we have filed
with the SEC relating to the notes offered by this prospectus supplement and other debt securities. As permitted by
SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information
included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may
refer to the registration statement, the exhibits and schedules for more information about us and our debt securities.
The registration statement, exhibits and schedules are also available at the SEC's Public Reference Room or through
its web site. In addition, we post the periodic reports that we file with the SEC on our website at http://www.
deanfoods.com. You may also obtain a copy of these filings, at no cost, by writing to or telephoning us at the
following address:
Dean Foods Company
2515 McKinney Avenue, Suite 1200
Dallas, Texas 75201
(214) 303-3400
Attention: Investor Relations
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be
incorporated by reference herein contain forward-looking statements that involve risks and uncertainties, including
those discussed under the caption "Risk Factors." We develop forward-looking statements by combining currently
available information with our beliefs and assumptions. These statements relate to future events, including our future
performance, and often contain words such as "may," "should," "could," "expects," "seeks to," "anticipates,"
"plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the negative of such
terms and other comparable terminology. Forward-looking statements are inherently uncertain, and actual
performance or results may differ materially and adversely from that expressed in, or implied by, any such
statements. Consequently, you should recognize these statements for what they are and we caution you not to rely
upon them as facts.
S-3
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about Dean Foods Company and this offering. It does not
contain all of the information that may be important to you in deciding whether to purchase notes. We
encourage you to read the entire prospectus supplement, the accompanying prospectus and the documents that
we have filed with the SEC that are incorporated by reference prior to deciding whether to purchase notes.
Dean Foods Company
We are a leading food and beverage company. Our Dairy Group is the largest processor and distributor of
milk and various other dairy products in the United States. The Dairy Group manufactures and sells its products
under a variety of local and regional brand names and under private labels. Our WhiteWave Foods Company
manufactures, markets and sells a variety of well known soy, dairy and dairy-related nationally branded
products such as Silk® soymilk and cultured soy products, Horizon Organic® dairy products, International
Delight® coffee creamers and LAND O' LAKES® creamers and fluid dairy products. Our International Group is
one of the largest processors and distributors of fluid milk in Spain and Portugal.
Dairy Group
Our Dairy Group manufactures, markets and distributes a wide variety of branded and private label dairy
case products to retailers, distributors, foodservice outlets, schools and governmental entities across the United
States.
The Dairy Group's sales totaled approximately $8.96 billion in 2005 and $2.20 billion in the three-month
period ended March 31, 2006. The following charts graphically depict the Dairy Group's 2005 sales by product
and by channel, and indicate the percentage of private label versus company branded sales in 2005.

(1) Includes, among other things, regular milk, flavored milks, buttermilk, half-and-half, whipping cream, dairy coffee
creamers and ice cream mix.

(2) Includes ice cream and ice cream novelties.

(3) Includes yogurt, cottage cheese, sour cream and dairy-based dips.

(4) Includes fruit juice, fruit-flavored drinks and water.

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(5) Includes, among other things, items for resale such as butter, cheese and eggs.

(6) Includes restaurants, hotels and other foodservice outlets.
Products not sold under private labels are sold under the Dairy Group's local and regional proprietary or
licensed brands. Our local and regional proprietary and licensed brands include, among others, Dean's®,
Garelick Farms®, Meadow Gold®, Tuscan®, Mayfield® and Berkeley FarmsTM.
The Dairy Group sells its products primarily on a local or regional basis through its local and regional sales
forces, although some national customer relationships are coordinated by the Dairy Group's corporate
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sales department. The Dairy Group's largest customer is Wal-Mart, including its subsidiaries such as Sam's
Club, which accounted for approximately 15.6% of the Dairy Group's sales for 2005. Most of the Dairy
Group's customers, including Wal-Mart, purchase products from the Dairy Group either by purchase order or
pursuant to contracts that are generally terminable at will by the customer.
Due to the perishable nature of the Dairy Group's products, our Dairy Group delivers the majority of its
products from its facilities directly to its customers' stores in refrigerated trucks or trailers that we own or lease.
This form of delivery is called a "direct store delivery" or "DSD" system. We believe our Dairy Group has one
of the most extensive refrigerated DSD systems in the United States.
Our Dairy Group has several competitors in each of our major product and geographic markets. Competition
between dairy processors for shelf-space with retailers is based primarily on price, service and quality, while
competition for consumer sales is based on a variety of factors such as brand recognition, price, taste preference
and quality. Dairy products also compete with many other beverages and nutritional products for consumer
sales.
WhiteWave Foods Company
WhiteWave Foods Company develops, manufactures, markets and sells a variety of nationally branded soy,
dairy and dairy-related products, such as Silk soymilk and cultured soy products, Horizon Organic dairy
products, International Delight coffee creamers and LAND O'LAKES creamers and fluid dairy products.
WhiteWave Foods Company also sells The Organic Cow® organic dairy products; White Wave® and Tofu
Town® branded tofu and Hershey's® milks and milkshakes. We license the LAND O'LAKES and Hershey's
names from third parties. We also own Rachel's Organic, which markets and sells organic dairy products across
the United Kingdom under the brand names Rachel's Organic® and Divine Rice®. WhiteWave Foods
Company's sales totaled approximately $1.14 billion in 2005 and $307.0 million in the three-month period
ended March 31, 2006, including Rachel's Organic, which was transferred from the International Group,
effective January 1, 2006.
WhiteWave Foods Company sells its products to a variety of customers, including grocery stores, club
stores, natural foods stores, mass merchandisers, convenience stores and foodservice outlets. The following
charts graphically depict WhiteWave Foods Company's 2005 sales by brand and by channel:

(1) Other brands include Hershey's milk and milk shakes, The Organic Cow organic dairy products and White Wave and
Tofu Town tofu.
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Document Outline

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