UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP (X) Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b). 1. Name and Address of Reporting Person MAYER, RICHARD P. 121 N. SHERIDAN ROAD LAKE FOREST, IL 60045 2. Issuer Name and Ticker or Trading Symbol FORMERLY DEAN FOODS COMPANY (CUSIP #242361-10-3) NOW DEAN HOLDING CO. 3. IRS or Social Security Number of Reporting Person (Voluntary) ###-##-#### 4. Statement for Month/Year 12/31/01 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) (X) Director ( ) 10% Owner ( ) Officer (give title below) ( ) Other (specify below) 7. Individual or Joint/Group Filing (Check Applicable Line) (X) Form filed by One Reporting Person ( ) Form filed by More than One Reporting Person

Explanation of Responses: (1) Exchanged pursuant to merger agreement between issuer and Suiza Foods Corporation in exchange for 0.429 shares of new Dean Foods Company common stock (Cusip #242370-10-4) and $21.00 per share in cash. (U) Options converted in connection with the Merger into stock options for new Dean Foods Company stock on a 1 to .752 basis on the same terms (2) 25% exercisable each successive anniversary grant date; date first exercisable (3) 33% exercisable each successive anniversary grant date; date first exercisable (4) Distribution in cash upon retirement from former Dean Foods Company Board of Directors SIGNATURE OF REPORTING PERSON AS ATTORNEY-IN-FACT FOR RICHARD P. MAYER DATE 01/10/02

DEAN HOLDING CO 4