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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 4, 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
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Item 5. Other Events
On March 4, 1997, the Board of Directors of Dreyer's Grand Ice
Cream, Inc., a Delaware corporation (the "Company"), approved a second
amendment (the "Amendment") to the Amended and Restated Rights Agreement (the
"Rights Agreement") dated as of March 4, 1991 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 March 17, 1997, amends the Rights
Agreement to delete the last sentence of Section 27 of the Rights Agreement,
thereby allowing for amendment of the Rights Agreement to change the redemption
price of the rights or the expiration date of the rights.
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 Second Amendment dated March 17, 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.
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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
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Name: Paul R. Woodland
Title: Vice President - Finance and Administration,
Chief Financial Officer and Assistant
Secretary
Dated: March 18, 1997
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INDEX TO EXHIBITS
Exhibit
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10.1 Second Amendment dated March 17, 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.
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EXHIBIT 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
This Second Amendment (the "Amendment"), dated this 17th day of March,
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 desirable to amend the provision relating to the amendment of the Rights
Agreement so as to provide the Company with enhanced flexibility in relation
thereto;
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.
Section 27 of the Rights Agreement is hereby amended by
deleting the last sentence thereof in its entirety.
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.
(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.
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(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: ____________________________ By: _________________________________
Its: ___________________________ Its: _________________________________
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