<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
DREYER'S GRAND ICE CREAM, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
26187810
(CUSIP Number)
James H. Ball, Esq. with a copy to:
Senior Vice President, Secretary Mary Ellen Kanoff, Esq.
and General Counsel Latham & Watkins
Nestle Holdings, Inc. 633 West Fifth Street
c/o Nestle USA, Inc. Suite 4000
800 North Brand Boulevard Los Angeles, California 90071
Glendale, California 91203 (213) 485-1234
(818) 549-7050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 2 of 10 Pages
- -------------------------------------------------------------------------------
1 NAME OF PERSON
NESTLE HOLDINGS, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,000,000
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICALLY 0
OWNED BY EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,000,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,000,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
- -------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 3 of 10 Pages
- -------------------------------------------------------------------------------
1 NAME OF PERSON
NESTLE S.A.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,000,000
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICALLY 0
OWNED BY EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,000,000
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,000,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
- -------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, $1.00 par value
per share (the "Shares"), of Dreyer's Grand Ice Cream, Inc., a Delaware
corporation (the "Issuer"). T. Gary Rogers and William F. Cronk, III are the
principal executive officers of the Issuer and their offices are located at
5929 College Avenue, Oakland, California 94618.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by Nestle Holdings, Inc., a
Delaware corporation ("Holdings") and Nestle S.A., a corporation organized under
the laws of Switzerland ("Nestle" and, together with Holdings, the "Reporting
Persons"). Holdings is a wholly-owned subsidiary of Nestle.
Holdings is principally engaged in the business of holding United
States operating subsidiaries which produce and distribute food and beverage
products. The address of its principal business and principal office is Five
High Ridge Park, Stamford, Connecticut 06905. Nestle is a holding company which
holds interests in worldwide operating companies which: manufacture and sell
food and beverage products throughout the world; engage in research and
development activities; manufacture and sell cosmetic products; and develop,
manufacture and sell pharmaceutical products. The address of its principal
business and principal office is Avenue Nestle 55, CH-1800 Vevey, Switzerland.
For information with respect to the identity and background of (i)
each executive officer and director of Holdings and (ii) each executive officer
and director of Nestle, see Schedule I attached hereto.
During the last five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any person named in Schedule I: (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the $106,000,000 to be used for Holdings' purchase (as
described in Item 5, below) of the Shares and warrants to purchase Shares (the
Series A Warrants exercisable for 1,000,000 Shares and the Series B Warrants
exercisable for an additional 1,000,000 Shares, collectively referred to herein
as the "Warrants") will be the working capital of Holdings. If and when
Holdings chooses to exercise the Warrants, it is presently expected that the
$64,000,000 required to be paid by Holdings for the Shares issuable upon the
exercise of such Warrants (the "Warrant Shares") will be obtained from the
working capital of Holdings. Should the circumstances set forth in the Purchase
Agreement (as defined in Item 5, below) occur which would require Holdings to
pay up to an additional $10,000,000 with respect to the Shares and Warrants
Shares purchased by it, it is presently expected that such funds will be
obtained from the working capital of Holdings.
ITEM 4. PURPOSE OF TRANSACTION.
Holdings is acquiring the 3,000,000 Shares and the Warrants (and may
be acquiring up to 2,000,000 Warrant Shares and additional Shares if Holdings'
rights of first refusal under the Right of First Refusal Agreements (as defined
in Item 6, below) are exercised) for investment purposes. A significant aspect
of Holdings' investment analysis with respect to its acquisition of such
Page 4 of 10 Pages
<PAGE>
securities related to the concurrent distribution relationship to be established
between an affiliate of Holdings and the Issuer pursuant to the Distributor
Agreement to be entered into by such affiliate, Nestle Ice Cream Company
("NICC"), and the Issuer, as a condition to closing under the Purchase Agreement
(the "Closing"), under which the Issuer will distribute NICC's ice-cream novelty
products in key domestic markets.
Holdings has entered into a Stock and Warrant Purchase Agreement dated
as of May 6, 1994 with the Issuer (the "Purchase Agreement"), pursuant to which
Holdings is subject to a number of so-called "standstill" restrictions,
including limitations on the number of the Shares which Holdings can
beneficially own, such ownership limitations ranging from 25% to less than 35%
of the Shares on a Fully Diluted (as defined in the Purchase Agreement) basis
depending upon the circumstances and certain conditions described in the
Purchase Agreement and Right of First Refusal Agreements (the "Standstill
Restrictions"). Holdings is also subject to various restrictions on its ability
to sell the Shares (the "Transfer Restrictions").
Holdings presently intends generally to maintain the percentage
beneficial ownership of the Shares permitted under the Standstill Restrictions.
However, subject to the Standstill Restrictions and depending on general market
and economic conditions affecting the Issuer and Holdings' view of the prospects
for the Issuer and other relevant factors, Holdings may purchase additional
Shares or dispose of some or all of its Shares from time to time in open market
transactions, private transactions or otherwise. See Item 6, below, for
additional information with respect to the Standstill Restrictions. Also See
Item 6, below, for discussion of Holdings' (i) preemptive rights and (ii) rights
of first refusal with respect to certain Shares.
In connection with Holdings' internal processes and deliberations
relative to the Purchase Agreement and its initial discussions with the Issuer,
Holdings considered the desirability of acquiring control of the Issuer at some
point in the future, although Holdings has no intention to seek control of the
Issuer at the present time or in the near future. Holdings has made no
decision concerning acquiring control of the Issuer beyond such point in the
future and any such decision will depend upon circumstances existing at the
time.
The Purchase Agreement provides that so long as Holdings beneficially
owns 10% or more of the Shares on a Fully Diluted basis, Holdings will be
entitled to nominate to the Issuer's Board of Directors that number of nominees
which bears the same proportion to the total number of the Issuer's directors as
the number of Shares owned by Holdings bears to the total number of Shares of
the Issuer then outstanding. Holdings is entitled to a minimum representation
on the Issuer's Board of Directors of two directors. Holdings has not yet
determined the identity of its two nominees to the Issuer's Board of Directors.
Each of Holdings and the Issuer have a filed Notification and Report
Form for Certain Mergers and Acquisitions with the Federal Trade Commission and
the Department of Justice pursuant to Title II of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to
the Shares to be acquired by Holdings under the Purchase Agreement, Warrant
Agreement (as defined in Item 6, below) and Right of First Refusal Agreements.
The expiration of the applicable waiting period with respect to such filing or
the early termination of such period is a condition to Closing.
Except as set forth herein, none of the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any person named in Schedule I, has any
present plans or proposals with respect to any material change in the Issuer's
business or corporate structure or any other action referred to in clauses (a)
through (j) of Item 4 of Schedule 13D.
Page 5 of 10 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
At the close of business on May 6, 1994, Holdings had the right to
acquire beneficial ownership of 5,000,000 Shares (which includes the 2,000,000
Warrant Shares issuable if and when the Warrants are exercised) upon the
Closing, which Closing will not occur until the satisfaction of certain
customary closing conditions, including the expiration or early termination of
the applicable waiting period under the HSR Act. The 5,000,000 Shares constitute
approximately 25.3% of the total number of Shares outstanding as of May 2, 1994,
after giving effect to the 3,000,000 Shares to be issued to Holdings under the
Purchase Agreement and assuming that the 2,000,000 Warrant Shares have been
issued (based upon the representations and warranties provided by the Issuer to
Holdings pursuant to the Purchase Agreement). Nestle may be deemed to
beneficially own the 5,000,000 Shares held or beneficially owned by Holdings due
to the fact that Holdings is a wholly owned subsidiary of Nestle. Except as set
forth herein, none of the Reporting Persons, nor, to the best knowledge of the
Reporting Persons, any person named in Schedule I, beneficially owns any Shares.
Holdings has the sole power to vote or to direct the vote, and to
dispose or to direct the disposition of, the 5,000,000 Shares beneficially owned
by it. Nestle may be deemed to have the sole power to vote or direct the vote,
and to dispose or direct the disposition of, the 5,000,000 Shares beneficially
owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of
Nestle. Except as set forth herein, none of the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any person named in Schedule I, has the
power to vote or to direct the vote, or to dispose or to direct the disposition
of, the 5,000,000 Shares beneficially owned by Holdings.
Pursuant to the terms of the Purchase Agreement Holdings has agreed
to purchase at Closing, at an aggregate price of $96,000,000 ($32.00 per Share),
3,000,000 newly issued Shares and to purchase at Closing, at an aggregate
price of $10,000,000 ($4.00 per Series A Warrant and $6.00 per Series B
Warrant), Warrants exercisable for 2,000,000 Warrant Shares to be newly issued
upon such exercise. If within five years from the Closing Date, the average
Page 6 of 10 Pages
<PAGE>
of the quoted prices of the outstanding Shares for 130 consecutive trading days
equals or exceeds $60.00 per Share (subject to equitable adjustments), then
Holdings has agreed to pay an additional $2.00 for each of the 3,000,000 Shares
(and to the extent purchased, the 2,000,000 Warrant Shares) purchased by it
under the Purchase Agreement and Warrant Agreement.
Except as set forth herein, none of the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any person named in Schedule I, has
engaged in any transaction during the past 60 days in any securities of the
Issuer.
Holdings has the right to receive and the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by it. Nestle may be deemed to have the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by Holdings due to the fact that Holdings is a wholly
owned subsidiary of Nestle. Except as set forth herein, none of the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any person named
in Schedule I, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares beneficially owned
by Holdings.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 5, the Purchase Agreement sets forth Holdings'
agreement to purchase 3,000,000 Shares and the Warrants.
The Purchase Agreement also contains the Standstill Restrictions
referred to in Item 4. Pursuant to such restrictions, Holdings has agreed,
among other things and except in certain circumstances, (i) not to purchase any
Shares if the effect of such purchase would be to increase its beneficial
ownership of Shares to more than 25% of the outstanding Shares on a Fully
Diluted basis, (ii) not to engage in the solicitation of proxies and (iii) not
to make any acquisition proposals.
The Standstill Restrictions terminate on the earlier of the tenth
anniversary of the Closing Date or one year after Holdings beneficially owns
less than 1% of the Issuer's outstanding Shares on a Fully Diluted basis. Such
restrictions are also subject to earlier termination if, among other things, the
Issuer pursues an extraordinary transaction or a third party acquires, in
certain circumstances, beneficial ownership of 20% or more of the then
outstanding Shares. After termination of the Standstill Restrictions, Holdings
has agreed not to acquire beneficial ownership of 35% or more of the outstanding
Shares on a Fully Diluted basis except pursuant to an offer for all of the
outstanding Shares at the same price per share.
The Purchase Agreement also contains the Transfer Restrictions
referred to in Item 4. Pursuant to such restrictions, Holdings has agreed not to
transfer any Shares for three years without the Issuer's consent, except in
certain circumstances. Such transfer restrictions are subject to earlier
termination: (i) upon the death, resignation or removal of T. Gary Rogers,
Chairman and Chief Executive Officer of the Issuer, and William F. Cronk,
III, President of the Issuer, (ii) upon the sale of 50% or more of the Shares
beneficially owned as of May 6, 1994 by either (A) T. Gary Rogers and William F.
Cronk, III or (B) T. Gary Rogers, (in both cases, excluding the Shares owned by
the Rogers and the Cronks (both as defined below) which are purchased by
Holdings pursuant to the Right of First Refusal Agreements), (iii) if the Issuer
commits certain breaches leading to termination of the Distributor Agreement or
(iv) under certain other circumstances.
Under the Purchase Agreement, Holdings has been granted certain
preemptive rights pursuant to which, in the event of a sale by the Issuer of
Shares or certain other securities, Holdings may purchase from the Issuer the
amount of such Shares or securities required in order for Holdings to maintain
the same percentage of beneficial ownership of the Issuer before and after such
sale.
Page 7 of 10 Pages
<PAGE>
Holdings has also been granted the right to nominate directors to the Issuer's
Board of Directors. See Item 4, above, for discussion of such right.
Pursuant to the Purchase Agreement, Holdings will enter into a warrant
agreement with the Issuer (the "WARRANT AGREEMENT"). Pursuant to the Warrant
Agreement, the Warrants to be purchased by Holdings will be exercisable at a
price of $32.00 per Warrant Share, subject to certain anti-dilution
adjustments. Further, subject to certain conditions and anti-dilution
adjustments, the Issuer will have the right to cause Holdings to exercise the
Warrants (i) at $24.00 per Share at any time during the three year period
following the Closing Date and (ii) at $32.00 per Share at any time prior to the
expiration of the relevant Warrants if the average of the quoted prices of the
outstanding Shares for 130 consecutive trading days equals or exceeds $60 per
Share (subject to equitable adjustment). Pursuant to the Purchase Agreement, if
within five years from the Closing Date the average of the quoted prices of the
outstanding Shares for 130 consecutive trading days equals or exceeds $60.00 per
Share (subject to equitable adjustment), then Holdings has agreed to pay an
additional $2.00 for each Share purchased by it under the Purchase
Agreement and Warrant Agreement. The Series A Warrants exercisable for one
million Warrant Shares will expire three years after the Closing Date and the
Series B Warrants exercisable for an additional one million Warrant Shares
will expire five years after the Closing Date.
It is a condition to Closing that Holdings will have entered into
right of first refusal agreements with each of T. Gary Rogers and his affiliates
(the "Rogers") and William F. Cronk, III and his affiliates (the "Cronks") (the
"Right of First Refusal Agreements"). Under such agreements, Holdings will have
rights of first refusal with respect to any Shares beneficially owned by the
parties thereto as of the execution date of such agreements and thereafter. As
of May 6, 1994, the Rogers and the Cronks beneficially owned 1,763,730 and
1,073,901 Shares, respectively, that will be subject to such rights of first
refusal. Pursuant to the Purchase Agreement, Holdings' exercise of its rights
of first refusal is an exception to the 25% beneficial ownership standstill
limitation, but is subject to Holdings not beneficially owning 35% or more of
the Issuer's shares on a Fully Diluted basis after giving effect to the purchase
of Shares pursuant to the exercise of such rights. Holdings, however, has the
unrestricted right to sell Shares in order to permit the full exercise of
its rights of first refusal.
It is also a condition to Closing that Holdings will have entered into
a registration rights agreement with the Issuer (the "Registration Rights
Agreement"). Pursuant to such agreement, Holdings will have certain
registration rights with respect to the Shares purchased by it under the terms
of the Purchase Agreement, Warrant Agreement and Right of First Refusal
Agreements. Another condition to Closing is that the Issuer will have entered
into an agreement amending its registration rights agreement with certain
affiliates of General Electric Company relating to certain registration rights
granted to those affiliates with respect to the Shares (the "GE Amendment").
This amendment will provide for consistent treatment of Holdings, on the one
hand, and the affiliates of General Electric Company, on the other hand, with
respect to "demand" and "piggyback" registrations of certain Shares beneficially
owned by each of them.
It is also a condition of Closing that Holdings shall have entered
into agreements with each of the Rogers and Bank of America National Trust and
Savings Association ("BOA") and the Cronks and BOA (the "Bank Consents").
Pursuant to such agreements, BOA will conditionally consent to the grant by each
of the Rogers and the Cronks of the rights of first refusal pursuant to the
Right of First Refusal Agreements and the exercise of Holdings' rights
thereunder. The Bank Consents are necessary because the Shares beneficially
owned by each of the Rogers and the Cronks have been previously pledged to BOA
to secure certain indebtedness.
Another condition of Closing is that the Issuer shall have entered
into an agreement amending its distribution agreement with Ben & Jerry's
Homemade, Inc. ("Ben & Jerry's") (the "Ben & Jerry's Consent). It is necessarry
to enter into this agreement so that the Issuer will not be required to pay a
termination or other fee to Ben & Jerry's as a result of the acquisition by
Holdings of the beneficial ownership of the Shares as contemplated by
Purchase Agreement, Warrant Agreement and Right of First Refusal Agreements.
It is also a condition of Closing that the Issuer shall have entered
into an agreement amending its rights agreement with First Interstate Bank of
California (the "Rights Amendment"). Pursuant to such agreement, Holdings will
be allowed to acquire beneficial ownership of Shares pursuant to the Purchase
Agreement, Warrant Agreement and Right of First Refusal Agreements without
causing the rights issued pursuant to the Rights Agreement to become
exercisable.
The above descriptions of the Purchase Agreement, Warrant Agreement,
Right of First Refusal Agreements, Registration Rights Agreement, GE Amendment,
Bank Consents, Ben & Jerry's Consent and Rights Agreement set forth in this
Item 6 and in Items 4 and 5 are summaries, and the complete text of each such
agreement is set forth in Exhibit 10.1 which is incorporated herein by
reference.
Except as set forth herein, to the best knowledge of the Reporting
Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Page 8 of 10 Pages
<PAGE>
10.1 Stock and Warrant Purchase Agreement dated as of May 6, 1994 by
and between Nestle Holdings, Inc. and Dreyer's Grand Ice Cream,
Inc. (Exhibit 2.1(1)).
24 Power of Attorney
99 Joint Filing Agreement dated as of May 16, 1994 by and between
Nestle Holdings, Inc. and Nestle S.A. relating to the filing of a
joint statement on Schedule 13D.
- ----------------------------
(1) Incorporated by reference to the designated exhibit to the Issuer's Current
Report on Form 8-K filed under Commission File No. 0-14190 on May 9, 1994.
Page 9 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
NESTLE HOLDINGS, INC.
By: /s/ Mario A. Corti
----------------------------------------
Name: Mario A. Corti
Title: Senior Vice President - Finance
NESTLE S.A.
By: /s/ James H. Ball attorney in fact for
----------------------------------------
Name: H.P. Frick
Title: Senior Vice President and
General Counsel of Nestle S.A.
Dated: May 16, 1994
Page 10 of 10 Pages
<PAGE>
SCHEDULE I
NESTLE HOLDINGS, INC.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Joseph M. Weller Nestle Holdings, Inc. President and Chief United States
c/o Nestle USA, Inc.
800 North Brand Boulevard Executive Officer
Glendale, CA 91203
James H. Ball Nestle Holdings, Inc. Senior Vice President, Secretary and United States
c/o Nestle USA, Inc.
800 North Brand Boulevard General Counsel
Glendale, CA 91203
Mario A. Corti Nestle Holdings, Inc. Senior Vice President Switzerland
c/o Nestle USA, Inc.
800 North Brand Boulevard (Finance)
Glendale, CA 91203
Alexander Spitzer Nestle Holdings, Inc. Senior Vice President United States
c/o Nestle USA, Inc.
Five High Ridge Park (Tax)
Stamford, CT 06905
Kenneth L. Jalen Nestle Holdings, Inc. Vice President and Treasurer United States
c/o Nestle USA, Inc.
30003 Bainbridge Road
Solon, OH 44139
Simon Jones Nestle Holdings, Inc. Vice President United States
Five High Ridge Park
Stamford, CT 06905
Mark E. Siegal Nestle Holdings, Inc. Vice President United States
Five High Ridge Park
Stamford, CT 06905
DIRECTORS
Timm F. Crull Nestle Holdings, Inc. Chairman of Nestle Holdings, Inc. United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Reto F. Domeniconi Nestle S.A. Executive Vice President, Switzerland
Avenue Nestle 55 Finance, Control and Administration
CH-1800 of Nestle S.A.
Vevey, Switzerland
Robert D. Carpenter Nestle S.A. Senior Vice President of Nestle S.A. United States
Avenue Nestle 55
CH-1800
Vevey, Switzerland
</TABLE>
<PAGE>
NESTLE S.A.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
EXECUTIVE OFFICERS
Helmut Maucher Nestle S.A. Chairman and Germany
En Bergere Chief Executive Officer
CH-1800
Vevey, Switzerland
Reto F. Domeniconi Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 Finance, Control and Administration
CH-1800
Vevey, Switzerland
Peter Brabeck Nestle S.A. Executive Vice President Austria
Avenue Nestle 55 Strategic Business Group 2
CH-1800
Vevey, Switzerland
Jose Daniel Nestle S.A. Executive Vice President Spain
Avenue Nestle 55 Pharma & Cosmetics
CH-1800 Purchasing and Export
Vevey, Switzerland
Felix R. Braun Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 Zone 3
CH-1800
Vevey, Switzerland
Timm F. Crull Nestle Hildings, Inc. Chairman of Nestle Holding, Inc. United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA
Michael W.O. Garrett Nestle S.A. Executive Vice President Austria/Britain
Avenue Nestle 55 Zone 2
CH-1800
Vevey, Switzerland
Rupert Gasser Nestle S.A. Executive Vice President Switzerland/Austria
Avenue Nestle 55 Strategic Business Group 1
CH-1800
Vevey, Switzerland
Ramon Masip Nestle S.A. President and Spain
Avenue Nestle 55 Chief Executive Officer -
CH-1800 Food
Vevey, Switzerland
B.E. Suter Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 of Nestec Ltd.
CH-1800 Research & Development
Vevey, Switzerland
Philippe H. Veron Nestle S.A. Executive Vice President France
Avenue Nestle 55 Zone 1
CH-1800
Vevey, Switzerland
DIRECTORS
Helmut Maucher Nestle S.A. Chairman and Chief Germany
En Bergere Executive Officer of
CH-1800 Nestle S.A.
Vevey, Switzerland
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Rainer E. Gut Credit Suisse Chairman of the Board Switzerland
P.O. Box of Credit Suisse
CH-8021 Zurich
Switzerland
Fritz Leutwiler Leutwiler and Partner AG President of Leutwiler and Switzerland
Genferstrasse 2 Partner AG
CH-8002 Zurich
Switzerland
Bruno de Kalbermatten Bobst S.A. Chairman and Chief Switzerland
Case postale Executive Officer of
CH-1001 Lausanne Bobst S.A.
Switzerland
Fritz Gerber "Zurich" Compagnie Chairman of the Board Switzerland
d' Assurances of "Zurich" Compagnie
Mythenqual 2 d' Assurances
CH-8002 Zurich
Switzerland
Pierre A. Lalive University of Geneva Attorney and Professor at Switzerland
20, rue Senebier University of Geneva
CH-1211 Geneve 12
Switzerland
Jean-Pierre Meyers L'Oreal Director of L'Oreal France
41, Rue Martre
F-92117 Clichy-Cedex
France
Lucia Santa Cruz Sutil Chilean Catholic University Professor of Modern History at Chile
of Santiago de Chile Chilean Catholic University of
El Rincon 12334 Santiago de Chile
La Dehesa
Santiago de Chile
Stephan Schmidheiny Anova Holding S.A. Chairman of the Board Switzerland
Hurdnerstrasse 10 of Anova Holding S.A.
CH-8640 Hurden
Switzerland
Vreni Spoerry Claridenstrasse 3 Vice President Switzerland
CH-8810 Horgen Schweizer Verband
Switzerland Volksdienst
Member of Swiss
Parliament
Robert Studer U.B.S. Group President of the U.B.S. Group Switzerland
Bahnhofstasse 45
CH-8001 Zurich
Switzerland
Paul A. Volcker James D. Wolfensohn Inc. Chairman of James D. Wolfensohn, Inc. United States
599 Lexington Avenue
New York, NY 10022
Walter G. Frehner Societe de Banque Suisse Chairman of the Board of Switzerland
Aeschenplatz 6 Societe de Banque Suisse
CH-4002 Basel
Switzerland
Peter Bockli Bockli & Thomann Law Professor and Lawyer at Switzerland
Case postale 2348 Bockli & Thomann
CH-4002 Basel
Switzerland
David de Pury ABB Asea Brown Co-Chairman of the Board Switzerland
Boveri AG of ABB Asea Brown Boveri AG
Case postale 8131
CH-8050 Zurich
Switzerland
</TABLE>
<PAGE>
EXHIBIT LIST
24 Power of Attorney
99 Joint Filing Agreement dated as of May 16, 1994 by and between Nestle
Holdings, Inc. and Nestle S.A. relating to the filing of a joint
statement on Schedule 13D.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James H. Ball, Esq. as the undersigned's true
and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
Nestle S.A. (the "Company"), S 13(d) and Forms 3, 4, and 5
in accordance with Section S 13(d) and 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Schedule 13D and Form 3, 4, or 5 and
timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, S 13 and any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned on behalf of the Company is no longer required
to file Schedule 13D and Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in issued by the Company,
unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16 day of May, 1994.
/s/ H. P. Frick
------------------------------
Name: H. P. Frick
Title: Senior Vice President and
General Counsel of
Nestle S.A.
<PAGE>
EXHIBIT 7.1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by either of us will be, filed on behalf of each of us.
NESTLE HOLDINGS, INC.
By: /s/ Mario A. Corti
----------------------------------------
Name: Mario A. Corti
Title: Senior Vice President - Finance
NESTLE S.A.
By: /s/ Jams H. Ball Attorney in fact for
----------------------------------------
Name: H.P. Frick
Title: Attorney in fact for Senior
Vice President General Counsel
of Nestle S.A.
Dated: May 16, 1994
