<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
DREYER'S GRAND ICE CREAM, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
26187810
(CUSIP Number)
<TABLE>
<S> <C>
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
</TABLE>
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 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> 2
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*
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
DELAWARE
7 SOLE VOTING POWER
5,000,000
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON O
WITH
9 SOLE DISPOSITIVE POWER
5,000,000
10 SHARED DISPOSITIVE POWER
O
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)
27.4%
14 TYPE OF PERSON REPORTING*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
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
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
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)
27.4%
14 TYPE OF PERSON REPORTING*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
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"). The principal executive offices of the
Issuer are located at 5929 College Avenue, Oakland, California 94618.
This first amendment to the Schedule 13D jointly filed by the
Reporting Persons (as defined in Item 2, below) on May 16, 1994 amends and
restates in its entirety such Schedule 13D and reflects the interests of the
Reporting Persons with respect to the Shares as of Closing (as defined in
Item 4, below).
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.
Holdings borrowed the $106,000,000 used for its 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") from an indirect wholly owned subsidiary 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 or borrowed from one of Holdings'
wholly owned subsidiaries. Should the circumstances set forth in the
Purchase Agreement (as defined in Item 4, below) occur which would require
Holdings to pay up to an additional $10,000,000 with respect to the Shares and
Warrant Shares purchased by it, it is presently expected that such funds will
be obtained from the working capital of Holdings or borrowed from one of
Holdings' wholly owned subsidiaries.
Page 4 of 10 Pages
<PAGE> 5
ITEM 4. PURPOSE OF TRANSACTION.
Holdings acquired 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) and preemptive rights (as described in Item 6,
below) are exercised) for investment purposes. A significant aspect of
Holdings' investment analysis with respect to its acquisition of such
securities related to the concurrent distribution relationship established
between an affiliate of Holdings and the Issuer pursuant to the Distributor
Agreement entered into by such affiliate, Nestle Ice Cream Company ("NICC"),
and the Issuer, on June 14, 1994 (the "Distributor Agreement"). Pursuant to
the Distributor Agreement, the Issuer will distribute NICC's ice-cream novelty
products in key domestic markets. The execution of such agreement by NICC and
the Issuer satisfied a condition to closing under the Purchase Agreement, which
closing occurred on June 14, 1994 after the satisfaction of certain customary
closing conditions ("Closing").
Holdings 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 Transfer 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.
Prior to Closing, each of Holdings and the Issuer filed a
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, with
respect to the Shares acquired by Holdings under the Purchase Agreement and
the Shares that may be acquired by Holdings under the Warrant Agreement (as
Page 5 of 10 Pages
<PAGE> 6
defined in Item 6, below) and Right of First Refusal Agreements. Early
termination of the applicable waiting period with respect to such filing was
granted on June 6, 1994. Such grant of early termination satisfied 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Upon entering into the Purchase Agreement on May 6, 1994,
Holdings had the right to acquire beneficial ownership of 5,000,000 Shares
(which included the 2,000,000 Warrant Shares issuable if and when the
Warrants are exercised) upon Closing. Currently, Holdings may be deemed to
beneficially own 5,000,000 Shares, 3,000,000 of which were acquired by
Holdings upon Closing and 2,000,000 of which are issuable if and when the
Warrants are exercised. Such 5,000,000 Shares constitute approximately 27.4%
of the total number of Shares outstanding as of June 10, 1994, after giving
effect to the 3,000,000 Shares issued to Holdings under the Purchase Agreement
and assuming that the 2,000,000 Warrant Shares have been issued (based upon an
aggregate of 13,281,361 Shares outstanding as of June 10, 1994, as set forth in
a legal opinion delivered to Holdings by counsel to the Issuer upon Closing).
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 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.
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 Shares beneficially owned by Holdings.
Pursuant to the terms of the Purchase Agreement, Holdings
purchased at Closing, at an aggregate price of $96,000,000 ($32.00 per Share),
3,000,000 newly issued Shares and, 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 Closing the average of the quoted prices of the outstanding Shares
for 130 consecutive trading days equals or exceeds $60.00 (subject to
equitable adjustment) per Share, then Holdings has agreed to pay an additional
$2.00 (subject to equitable adjustment) 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.
Page 6 of 10 Pages
<PAGE> 7
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 Closing 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 for cash, 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. 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.
Page 7 of 10 Pages
<PAGE> 8
Pursuant to the Purchase Agreement, Holdings entered into a
warrant agreement with the Issuer on June 14, 1994 (the "Warrant Agreement").
The execution of such agreement by Holdings and the Issuer satisfied a
condition to Closing. Pursuant to the Warrant Agreement, the Warrants
purchased by Holdings are 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 has the right to cause
Holdings to exercise the Warrants (i) at $24.00 per Share at any time prior to
5:00 p.m., Los Angeles time on June 14, 1997 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 (subject to equitable adjustment) per Share. Pursuant to the
Purchase Agreement, if within five years from Closing the average of the quoted
prices of the outstanding Shares for 130 consecutive trading days equals
or exceeds $60.00 (subject to equitable adjustment) per Share, then Holdings
has agreed to pay an additional $2.00 (subject to equitable adjustment) 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. The Series A Warrants exercisable for one million Warrant Shares
expire at 5:00 p.m., Los Angeles time on June 14, 1997 and the Series B
Warrants exercisable for an additional one million Warrant Shares expire at
5:00 p.m., Los Angeles time on June 14, 1999.
In satisfaction of another condition to Closing, Holdings, on
June 14, 1994, 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 has rights of first refusal with respect to any
Shares beneficially owned by the Rogers and the Cronks as of Closing and
thereafter. As of Closing, 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.
In satisfaction of another condition to Closing, Holdings, on
June 14, 1994, entered into a registration rights agreement with the Issuer
(the "Registration Rights Agreement"). Pursuant to such agreement, Holdings
has certain registration rights with respect to the Shares purchased by it
under the terms of the Purchase Agreement and the Shares that may be purchased
by it under the terms of the Warrant Agreement and Right of First Refusal
Agreements. In satisfaction of another condition to Closing, the Issuer, on
May 6, 1994, 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 provides 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.
In satisfaction of another condition to Closing, Holdings,
on June 14, 1994, 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 conditionally
consented 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 were necessary because the
Shares beneficially owned by each of the Rogers and the Cronks had been
previously pledged to BOA to secure certain indebtedness.
Page 8 of 10 Pages
<PAGE> 9
In satisfaction of another condition to Closing, the Issuer,
on April 18, 1994, entered into an agreement amending its distribution
agreement with Ben & Jerry's Homemade, Inc. ("Ben & Jerry's") (the "Ben &
Jerry's Consent"). It was necessary 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 Holdings' acquisition of the beneficial ownership of Shares
pursuant to the Purchase Agreement or as contemplated by the Warrant Agreement
and Right of First Refusal Agreements.
In satisfaction of another condition to Closing, the Issuer, on
June 14, 1994, entered into an agreement (the "Rights Agreement Amendment")
amending its rights agreement (the "Rights Agreement") with First Interstate
Bank of California. Pursuant to such Rights Agreement Amendment, Holdings,
subject to certain conditions, became an exempted person under the Rights
Agreement thereby allowing Holdings and its affiliates and associates to
acquire any of the Shares 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 Amendment
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.
<TABLE>
<S> <C>
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 June 16, 1994 by and between Nestle Holdings, Inc. and Nestle S.A.
relating to the filing of a joint statement on Schedule 13D.
</TABLE>
____________________________
(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 6, 1994.
Page 9 of 10 Pages
<PAGE> 10
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,
Secretary 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: June 16, 1994
Page 10 of 10 Pages
<PAGE> 11
SCHEDULE I
NESTLE HOLDINGS, INC.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Executive Officers
------------------
Joseph M. Weller Nestle Holdings, Inc. President and Chief Executive Officer United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
James H. Ball Nestle Holdings, Inc. Senior Vice President, Secretary and United States
c/o Nestle USA, Inc. General Counsel
800 North Brand Boulevard
Glendale, CA 91203
Mario A. Corti Nestle Holdings, Inc. Senior Vice President Switzerland
c/o Nestle USA, Inc. (Finance)
800 North Brand Boulevard
Glendale, CA 91203
Alexander Spitzer Nestle Holdings, Inc. Senior Vice President United States
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 Kingdom
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 Vevey of Nestle S.A.
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> 12
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 Chief Executive Germany
En Bergere Officer
CH-1800 Vevey
Switzerland
Reto F. Domeniconi Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 Finance, Control and
CH-1800 Vevey Administration
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 Vevey Purchasing and Export
Switzerland
Felix R. Braun Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 Zone 3
CH-1800 Vevey
Switzerland
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
Michael W.O. Garrett Nestle S.A. Executive Vice President Austria/
Avenue Nestle 55 Zone 2 United Kingdom
CH-1800 Vevey
Switzerland
Rupert Gasser Nestle S.A. Executive Vice President Switzerland/
Avenue Nestle 55 Strategic Business Group 1 Austria
CH-1800 Vevey
Switzerland
Ramon Masip Nestle S.A. President and Chief Operating Spain
Avenue Nestle 55 Officer - Food
CH-1800 Vevey
Switzerland
B.E. Suter Nestle S.A. Executive Vice President of Switzerland
Avenue Nestle 55 Nestec Ltd.
CH-1800 Vevey Research & Development
Switzerland
Philippe H. Veron Nestle S.A. Executive Vice President France
Avenue Nestle 55 Zone 1
CH-1800 Vevey
Switzerland
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Directors
---------
Helmut Maucher Nestle S.A. Chairman and Chief Executive Germany
En Bergere Officer of Nestle S.A.
CH-1800 Vevey
Switzerland
Rainer E. Gut Credit Suisse Chairman of the Board of Credit Switzerland
P.O. Box 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 Executive Switzerland
Case postale Officer of Bobst S.A.
CH-1001 Lausanne
Switzerland
Fritz Gerber "Zurich" Compagnie d' Assurances Chairman of the Board of "Zurich" Switzerland
Mythenqual 2 Compagnie 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 of Professor of Modern History at Chile
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 of Anova Switzerland
Hurdnerstrasse 10 Holding S.A.
CH-8640 Hurden
Switzerland
Vreni Spoerry Claridenstrasse 3 Vice President Schweizer Verband Switzerland
CH-8810 Horgen Volksdienst
Switzerland Member of Swiss Parliament
Robert Studer U.B.S. Group President of the U.B.S. Group Switzerland
Bahnhofstasse 45
CH-8001 Zurich
Switzerland
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Paul A. Volcker James D. Wolfensohn Inc. Chairman of James D. United States
599 Lexington Avenue Wolfensohn Inc.
New York, NY 10022
Walter G. Frehner Societe de Banque Suisse Chairman of the Board of Societe Switzerland
Aeschenplatz 6 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 of ABB Switzerland
Boveri AG Asea Brown Boveri AG
Case postale 8131
CH-8050 Zurich
Switzerland
</TABLE>
<PAGE> 15
EXHIBIT LIST
<TABLE>
<CAPTION>
No. Description
--- -----------
<S> <C>
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 June 16, 1994 by and between Nestle Holdings, Inc. and Nestle S.A.
relating to the filing of a joint statement on Schedule 13D.
</TABLE>
____________________________
(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 6, 1994.
<PAGE> 1
EXHIBIT 24
NESTLE S.A. 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 of Nestle S.A. (the
"Company"), Schedule 13D and Forms 3, 4, and 5 in accordance
with Sections 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 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, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Sections 13 or 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 or Forms 3, 4, and 5, 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 16th day of May, 1994.
/s/ H.P. Frick
--------------------------------------
H.P. Frick
Senior Vice President and
General Counsel
<PAGE> 1
EXHIBIT 99
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/ James H. Ball
---------------------------------------
Name: James H. Ball
Title: Senior Vice President, Secretary
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: June 16, 1994
