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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
DREYER'S GRAND ICE CREAM, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
26187810
(CUSIP Number)
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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) 549-6539
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 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. / / (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 1 of 6 Pages
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SCHEDULE 13D
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CUSIP No. 26187810
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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
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7 SOLE VOTING POWER
5,050,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,050,000
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
14 TYPE OF PERSON REPORTING*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 6 Pages
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SCHEDULE 13D
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CUSIP No. 26187810
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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
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7 SOLE VOTING POWER
5,050,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,050,000
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%
14 TYPE OF PERSON REPORTING*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 6 Pages
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This Amendment No. 2 amends the Schedule 13D previously filed by Nestle
Holdings, Inc., a Delaware corporation ("Holdings") and Nestle S.A., a
corporation organized under the laws of Switzerland ("Nestle") on May 16, 1994,
as amended and restated by Amendment No. 1 to Schedule 13D filed on June 14,
1994 (the "First Amended and Restated Filing") and 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").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the First Amended and Restated Filing is hereby amended to add the
following:
The $1,275,000 used for the purchase (as described in Item 5, below) of
the 50,000 Shares was obtained from the working capital of Holdings.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the First Amended and Restated Filing is hereby amended to add the
following:
Holdings acquired the 50,000 Shares purchased under the Cronk Right of
First Refusal Agreement (as defined in Item 5, below) for investment
purposes.
Pursuant to its rights under the Purchase Agreement (as defined in the
First Amended and Restated Filing), Holdings nominated, and the Issuer's
Board of Directors elected, Anthony J. Martino to the Issuer's Board of
Directors in September 1994. Holdings has not yet determined the identity of
its other nominee to the Issuer's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 (a), (b) and (c) of the First Amended and Restated Filing is hereby
amended to add the following:
(a), (b), (c) On September 21, 1994 and pursuant to the Right of First
Refusal Agreement dated as of June 14, 1993 by and between Holdings and
William F. Cronk, III and his affiliates (the "Cronks") (the "Cronk Right of
First Refusal Agreement"), Holdings acquired beneficial ownership of 50,000
Shares from the Cronks, for an aggregate purchase price of $1,275,000
($25.50 per Share). The foregoing acquisition closed on October 4, 1994. In
connection with such acquisition, counsel for the Issuer advised Holdings by
letter dated October 3, 1994 that through stock repurchases the Issuer had
reduced, as of September 30, 1994, the number of its outstanding Shares to
14,839,261. In light of the foregoing reduction in the number of outstanding
Shares and Holdings' acquisition of 50,000 Shares, Holdings, as of September
30, 1994, beneficially owned approximately 30.0% of the Issuer's outstanding
Shares (assuming that the 2,000,000 Warrant Shares (as defined in the First
Amended and Restated Filing) have been issued). Nestle may be deemed to
beneficially own the 5,050,000 Shares beneficially owned by Holdings due to
the fact that Holdings is a wholly owned subsidiary of Nestle.
Holdings has the sole power to vote or to direct the vote, and to
dispose or to direct the disposition of, the 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 Shares beneficially owned
by Holdings due to the fact that Holdings is a wholly owned subsidiary of
Nestle.
Page 4 of 6 Pages
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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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the First Amended and Restated Filing is hereby amended to add the
following:
Holdings acquired beneficial ownership of the 50,000 Shares pursuant to the
Cronk Right of First Refusal Agreement.
Page 5 of 6 Pages
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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/ James H. Ball
_____________________________________
Name: James H. Ball
Title: Senior Vice President and
General Counsel
NESTLE S.A.
By: /s/ James H. Ball
____________________________________
James H. Ball, attorney-in-fact for
Name: H.P. Frick
Title: Senior Vice President and
General Counsel of Nestle S.A.
Dated: October 5, 1994
Page 6 of 6 Pages
