SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DEAN FOODS CO/

(Last) (First) (Middle)
2515 MCKINNEY AVENUE, SUITE 1200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TreeHouse Foods, Inc. [ THS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/20/2005 J(1) 118,000 D (1) 0 I(2) By DIPS Limited Partner II
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On June 27, 2005, Dean Foods Company ("Dean") will distribute all of the shares of TreeHouse Foods, Inc. ("TreeHouse") which it owns to its stockholders of record on June 20, 2005 on a pro rata basis by means of a share dividend. Prior to the distribution, Dean will reorganize its subsidiary holdings and cause TreeHouse to effect a stock split, such that a sufficient number of TreeHouse shares will be available for distribution by Dean to its stockholders on the distribution date in a distribution ratio of one share of TreeHouse common stock for every five shares of Dean common stock held by the stockholders of Dean.
2. This report is filed jointly by (i) Dean, which is the sole stockholder of Dean Holding Company ("Holding"); (ii) Holding, which is the sole beneficiary and sole beneficial owner of DIPS Limited Partner II ("DIPS II"); and (iii) DIPS II.
/s/ Lisa N. Tyson 06/22/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


                                                                       EXHIBIT 1


                         FORM 4 JOINT FILER INFORMATION


Name:                            Dean Holding Company

Address:                         2515 McKinney Avenue, Suite 1200, 
                                 Dallas, TX 75201

Designated Filer:                Dean Foods Company

Issuer & Ticker Symbol:          TreeHouse Foods, Inc. [THS]

Statement for Month/Day/Year:    06/20/05

Signature of Reporting Person:   /s/ Lisa N. Tyson
                                 ---------------------------------------------
                                 Lisa N. Tyson, Vice President and Secretary

Name:                            DIPS Limited Partner II

Address:                         2515 McKinney Avenue, Suite 1200, 
                                 Dallas, TX 75201

Designated Filer:                Dean Foods Company

Issuer & Ticker Symbol:          TreeHouse Foods, Inc. [THS]

Statement for Month/Day/Year:    06/20/05

Signature of Reporting Person:   /s/ Robert W. Eaddy
                                 ---------------------------------------------
                                 Robert W. Eaddy, Senior Vice President of 
                                 The Capital Trust Company of Delaware, not in
                                 its individual capacity but solely as Trustee