SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 2330, 2005 (June 1724, 2005)

Dean Holding Company

(Exact name of registrant as specified in charter)


Delaware	1-08262	75-2932967

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2515 McKinney Avenue, Suite 1200
Dallas, TX		75201

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 303-3400

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) £o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) £o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) £o Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 1727, 2005, our parent company Dean Foods Company, a Delaware corporation (“Dean”) ~~and~~, ~~Dean’s~~completed the spin-off of its indirect majority owned subsidiary TreeHouse Foods, Inc.~~, a Delaware corporation~~ (“TreeHouse”),. ~~entered~~Immediately ~~into~~prior ato ~~Memorandum~~the ofspin-off, ~~Amendment~~we ~~with~~transferred ~~Sam~~to K.TreeHouse ~~Reed,~~the ~~David~~business previously B.conducted ~~Vermylen,~~by ~~E. Nichol~~our ~~McCully,~~Specialty ~~Thomas~~Foods E.Group ~~O’Neill~~segment and ~~Harry~~Dean transferred J.to ~~Walsh~~TreeHouse ~~(together,~~its ~~the~~Mocha ~~“management~~Mix®, ~~investors”) whereby~~Second ~~certain~~Nature® ~~terms~~and offoodservice ~~the~~salad ~~management~~dressings ~~investors’~~businesses ~~employment agreements with TreeHouse~~(collectively, asthe ~~well~~“transferred ~~as the~~businesses”). ~~stockholders~~As ~~agreement~~a ~~between~~result ~~TreeHouse,~~of ~~the~~these ~~management~~transactions, ~~investors~~we ~~and~~no ~~Dean,~~longer ~~each~~have ~~dated~~a ~~January 27,~~Specialty ~~2005,~~Foods ~~were~~Group ~~amended~~segment. ~~The~~Our ~~purpose~~Dairy ofGroup ~~these~~is ~~amendments~~our ~~was~~only toremaining ~~clarify that:~~business.

	(i)		the awards of restricted stock, stock options and restricted stock units to be granted to the management investors following the previously announced spin-off of TreeHouse as an independent, publicly traded company will be granted on the first day of regular way trading of TreeHouse common stock on the New York Stock Exchange, with the amount of such awards to be determined based upon the closing price of TreeHouse common stock on such date and as otherwise set forth in the management investors’ employment agreements; and
	(ii)		the tax reimbursement amount to be paid by TreeHouse to Dean in respect of taxes arising from certain intercompany transactions effectuated in connection with the spin-off will be determined no later than September 30, 2005 and the number of additional shares to be issued to the management investors in connection with the payment of such amount will be determined by reference to the proportion of TreeHouse common stock owned by Dean immediately prior to the spin-off and as otherwise set forth in the stockholders agreement.

The spin-off was effected by means of a share dividend of the TreeHouse common stock held by Dean to its stockholders of record on June 20, 2005 (the “Record Date”). In the distribution, Dean’s stockholders received one share of TreeHouse common stock for every five shares of Dean common stock held by them on the Record Date.

AIn ~~copy~~connection ofwith the ~~Memorandum~~distribution, Dean effected an internal reorganization of ~~Amendment~~its subsidiary isholdings ~~filed~~whereby, among other things, we merged with and into our wholly owned subsidiary Dean Pickle and Specialty Products Company, a Wisconsin corporation (“Dean Pickle”), with Dean Pickle as ~~Exhibit~~the surviving entity. The merger was effected on June 1023, 2005.1 Upon consummation of the merger, Dean Pickle changed its name to ~~this~~“Dean ~~Current~~Holding ~~Report~~Company” onand ~~Form~~assumed all of our obligations under the 8-K.15% Senior Notes due 2007, 6.625% Senior Notes due 2009 and is6.90% Senior ~~incorporated~~Notes ~~herein~~due 2017 issued by ~~reference~~us. As part of the reorganization, we distributed the shares of TreeHouse owned by us to Dean as our sole stockholder by means of a share dividend on June 24, 2005.

~~Item~~ Further ~~3.03~~information ~~Material~~concerning ~~Modification~~the todistribution ~~Rights~~and ofrelated ~~Security~~matters ~~Holders~~is contained in the Registration Statement on Form 10, as amended, filed by TreeHouse with the Securities and Exchange Commission on June 14, 2005.

OnItem ~~June 22, 2005, Dean Pickle and Specialty Products Company, a Wisconsin corporation (“Dean Pickle”), The Bank of New York Trust Company, N~~2.A.01 ~~(as~~Acquisition ~~successor~~or toDisposition ~~The Bank~~ of New York), as Trustee, and we executed the First Supplemental Indenture (the “2007/2009 Notes Supplemental Indenture”) supplementing the Indenture, dated January 15, 1998 (the “2007/2009 Notes Indenture”) between The Bank of New York, as Trustee, and us governing our 8Assets.~~15% Senior Notes due 2007 (the “8.15% Notes”) and 6.625% Senior Notes due 2009 (the “6.625% Notes”).~~

~~Also~~ The oninformation ~~June 22,~~included ~~2005,~~in ~~Dean~~Item ~~Pickle, U~~1.S.01 ~~Bank National Association (as successor to Bank~~ of ~~America~~ ~~Illinois),~~this asCurrent ~~Trustee,~~Report ~~and~~on ~~we executed the First Supplemental Indenture (the “2017 Notes~~Form ~~Supplemental~~8-K ~~Indenture”~~is ~~and~~incorporated ~~with~~by ~~the~~reference ~~2007/2009~~into ~~Notes~~Item ~~Supplemental~~2.01 Indenture, the “Supplemental Indentures”) supplementing the Indenture, dated January 15, 1995 (the “2017 Notes Indenture” and with the 2007/2009 Notes Indenture, the “Indentures”) between Bank of ~~America~~this ~~Illinois, as Trustee,~~Current ~~and~~Report uson ~~governing~~Form ~~our 6.90% Senior Notes due 2017 (together with the~~ 8-K.~~15% Notes and the 6.625%~~ ~~Notes, the “Notes”).~~

Pursuant to the Supplemental Indentures, Dean Pickle has agreed to assume the due and punctual payment of the principal of and interest on the Notes according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indentures to be performed or observed by us. The Supplemental Indentures have been entered into in contemplation of a planned reorganization of Dean’s corporate structure whereby we will merge with and into Dean Pickle, with

Dean Pickle as the surviving entity. Upon consummation of the merger, the Supplemental Indentures will become effective and Dean Pickle will change its name to “Dean Holding Company.”

A copy of the 2007/2009 Notes Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the 2017 Notes Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Consolidated Financial Statements attached to this Current Report on Form 8-K as Exhibit 99.2 have been prepared giving effect to the divestiture of our Specialty Foods Group segment as if the divestiture had occurred as of March 31, 2005 for the Unaudited Pro Forma Condensed Consolidated Balance Sheet and as of January 1, 2004 for the Unaudited Pro Forma Condensed Consolidated Statements of Income. These financial statements include adjustments to reflect the restatement of our Specialty Foods Group segment as a discontinued operation as of and for the periods presented, including the push down of certain assets, liabilities and expenses previously reported in our Corporate segment specifically identifiable to our Specialty Foods Group segment.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statements of Income have been derived from the Consolidated Financial Statements contained in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 17, 2005 and our Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 13, 2005.

See the Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 23, 2005	DEAN HOLDING COMPANY
Date: June 30, 2005		DEAN HOLDING COMPANY
	~~By:~~	~~/s/ Lisa N. Tyson~~By:	/s/ Lisa N. Tyson
		~~Lisa N. Tyson~~	Lisa N. Tyson
		Senior Vice President and Deputy General Counsel
			Senior Vice President and
			Deputy General Counsel

EXHIBIT INDEX

Exhibit No.	Description	~~Description~~
4.1		First Supplemental Indenture to the Indenture, dated January 15, 1998, between Dean Holding Company and The Bank of New York, as Trustee, dated June 22, 2005
2.1	Distribution Agreement between Dean Holding Company, Dean Foods Company and TreeHouse Foods, Inc., dated June 24, 2005.
4.2		First Supplemental Indenture to the Indenture, dated January 15, 1995, between Dean Holding Company and Bank of America Illinois, as Trustee, dated June 22, 2005
99.1	Dean Holding Company Unaudited Pro Forma Condensed Consolidated Financial Statements
10.1		Memorandum of Amendment to Stockholders Agreement and Employment Agreements of Sam K. Reed, David B. Vermylen, E. Nichol McCully, Thomas E. O’Neill and Harry J. Walsh dated June 17, 2005

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