<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest Event reported): May 14, 1997
Commission file number 0-14190
DREYER'S GRAND ICE CREAM, INC.
(Exact name of registrant as specified in its charter)
Delaware No. 94-2967523
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5929 College Avenue, Oakland, California 94618
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 652-8187
- --------------------------------------------------------------------------------
<PAGE> 2
Item 5. Other Events
On May 14, 1997, the Board of Directors of Dreyer's Grand Ice Cream,
Inc., a Delaware corporation (the "Company"), approved a third amendment (the
"Amendment") to the Amended and Restated Rights Agreement (the "Rights
Agreement") dated as of March 4, 1991, and amended June 14, 1994 and March 17,
1997, by and between the Company and ChaseMellon Shareholder Services, L.L.C.
(as second successor in interest to Bank of America, N.T. & S.A., a national
banking association), as Rights Agent. The Amendment, which became effective on
May 15, 1997, amends the Rights Agreement to change the Final Expiration Date
(as defined in the Rights Agreement) to May 16, 2007, and to increase the
Purchase Price (as defined in the Rights Agreement) for each one one-hundredth
of a Preferred Share (as defined in the Rights Agreement) to $300, subject
to adjustment.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Third Amendment dated May 15, 1997, to Amended and Restated
Rights Agreement dated as of March 4, 1991, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DREYER'S GRAND ICE CREAM, INC.
By: /s/ Paul R. Woodland
----------------------------------
Name: Paul R. Woodland
Title: Vice President - Finance and
Administration, Chief Financial
Officer and Assistant Secretary
Dated: May 19, 1997
3
<PAGE> 4
INDEX TO EXHIBITS
Exhibit
10.1 Third Amendment dated May 15, 1997, to Amended and Restated
Rights Agreement dated as of March 4, 1991, by and between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
4
<PAGE> 1
EXHIBIT 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
This Third Amendment (the "Amendment"), dated this 15th day of May,
1997, amends the Amended and Restated Rights Agreement (the "Rights Agreement")
by and between Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (successor to First
Interstate Bank of California, a state banking corporation organized and
existing under the laws of the State of California) (the "Rights Agent"). All
terms not otherwise defined herein shall have the meaning given such terms in
the Rights Agreement.
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholders to effect certain
amendments to the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement the Company
may, subject to certain limitations, amend the Rights Agreement without the
approval of any holders of Rights Certificates to make any provisions with
respect to the Rights which the Company deems necessary or desirable.
NOW, THEREFORE, upon all of the terms and conditions set forth
hereinafter, the Company and the Rights Agent agree as follows:
1. Amendment.
(a) Subclause (i) of Section 7(a) of the Rights Agreement is
hereby amended to change the Final Expiration Date (as defined
therein) from May 16, 1997 to May 16, 2007 by deleting the
reference to "May 16, 1997" in such Subclause (i) and
replacing it with "May 16, 2007".
(b) Section 7(b) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"The Purchase Price for each one one-hundredth of a Preferred
Share purchasable pursuant to the exercise of a Right shall
initially be $300, and shall be subject to adjustment from
time to time as provided in Section 11 or 13 hereof and shall
be payable in lawful money of the United States of America in
accordance with paragraph (c) below."
2. Miscellaneous.
(a) Choice of Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all
purposes shall be governed and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
5
<PAGE> 2
(b) Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
(c) Severability. If any term or provision of this Amendment is
held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the
terms and provisions of this Amendment shall in no way be
affected, impaired or invalidated.
(d) Existing Terms. The existing terms and conditions of the
Rights Agreement shall remain in full force and effect except
as such terms and conditions are specifically amended or
conflict with the terms of this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer on the day
and year first above written.
The Company: Rights Agent:
DREYER'S GRAND ICE CREAM, INC. CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Edmund R. Manwell By: /s/ Patricia D. Dedrick
----------------------- --------------------------
Its: Secretary Its: Assistant Vice President
---------------------- -------------------------
6
