Dean Foods Co – ‘S-4/A’ on 10/28/97 – EX-99.2

As of:  Tuesday, 10/28/97   ·   Accession #:  1047469-97-1838   ·   File #:  333-37869

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           210   1.22M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   1     10K 
 3: EX-8.1      Opinion re: Tax Matters                                2     13K 
11: EX-23.10    Consent of Donaldson, Lufkin & Jenrette                1      9K 
12: EX-23.11    Consent of Goldman, Sachs & Co.                        2±    11K 
13: EX-23.12    Consent of John R. Muse                                1      7K 
14: EX-23.13    Consent of Jim L. Turner                               1      7K 
 4: EX-23.2     Consent of Experts or Counsel                          1      9K 
 5: EX-23.3     Consent of Experts or Counsel                          1      9K 
 6: EX-23.4     Consent of Experts or Counsel                          1      8K 
 7: EX-23.5     Consent of Experts or Counsel                          1      8K 
 8: EX-23.6     Consent of Experts or Counsel                          1      8K 
 9: EX-23.7     Consent of Experts or Counsel                          1      8K 
10: EX-23.8     Consent of Experts or Counsel                          1      8K 
15: EX-99.1     Form of Suiza Foods Proxy                              2     12K 
16: EX-99.2     Form of Morningstar Proxy                              2     11K 

EX-99.2   —   Form of Morningstar Proxy

EX-99.2
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PROXY                                                                 PROXY     

THE MORNINGSTAR GROUP, INC. 
BOARD OF DIRECTORS PROXY FOR THE SPECIAL MEETING  
OF STOCKHOLDERS AT 9:00 A.M. WEDNESDAY, NOVEMBER 26, 1997 
HOTEL CRESCENT COURT, 400 CRESCENT COURT  
2200 CEDAR SPRINGS, DALLAS, TEXAS  75201  

The undersigned stockholder of The Morningstar Group, Inc. (the "Company")
hereby appoints Michael J. Cramer and Joseph B. Armes or either of them, as     
proxies, each with full powers of substitution, to vote the shares of the       
undersigned at the above-stated Special Meeting and at any adjournment(s)       
thereof:                                                                        

PLEASE SIGN, DATE AND MAIL TODAY  
(Continued and to be signed on reverse side)  

EX-99.2
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                                             THE MORNINGSTAR GROUP INC.                                                            
                     PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY  /X/                                     

1. Approval of the Merger, the Merger             For    Against   Abstain                                                         
   Agreement and the transactions                 / /      / /       / /                                                           
   contemplated thereby.                                                                                                           

2. In their discretion, the proxies are           For    Against   Abstain        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
   authorized to vote upon such other business    / /      / /       / /      DIRECTORS AND WILL BE VOTED IN ACCORDANCE WITH THE   
   or matters as may properly come before the                                 SPECIFICATIONS MADE ON THE REVERSE SIDE. IF A CHOICE 
   meeting or any adjournment thereof.                                        IS NOT INDICATED WITH RESPECT TO ITEM (1) THIS PROXY 
                                                                              WILL BE VOTED "FOR" SUCH ITEM. THE PROXIES WILL USE  
                                                                              THEIR DISCRETION WITH RESPECT TO ANY MATTER          
                                                                              REFERRED TO IN ITEM (2).  THIS PROXY IS REVOCABLE AT 
                                                                              ANY TIME BEFORE IT IS EXERCISED.                     

                                                                                  Receipt herewith of the Joint Proxy Statement/   
                                                                              Prospectus, dated October 28, 1997, is hereby        
                                                                              acknowledged.                                        

                                                                              Dated ________________________________________, 1997 

                                                                              ____________________________________________________ 

                                                                              ____________________________________________________ 
                                                                                        (Signature(s) of Stockholder(s))           
                                                                              (Joint owners must EACH sign. Please sign EXACTLY as 
                                                                              your name(s) appear(s) on this card. When signing as 
                                                                              attorney, trustee, executor, administrator, guardian 
                                                                              or corporate officer, please give your FULL title.)  

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
		11/26/97		1					None on these Dates
Filed on:		10/28/97		2
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