<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
/ / TRANSITION REPORT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
Commission file number 0-141090..........................................
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
DREYER'S GRAND ICE CREAM, INC.
5929 COLLEGE AVENUE
OAKLAND, CA 94618
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<PAGE> 2
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
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<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits, with Fund Information,
at December 31, 1996 and 1995 2 - 3
Statements of Changes in Net Assets Available for Plan Benefits, with Fund
Information, for the Years Ended December 31, 1996 and 1995 4 - 5
Notes to Financial Statements 6 - 10
ADDITIONAL INFORMATION:
Schedule I - Assets Held for Investment at December 31, 1996 11 - 16
Schedule II - Schedule of Loans or Fixed Income Obligations
at December 31, 1996 17
Schedule V - Series of Transactions During the Year Ended December 31, 1996
in Excess of 5% of the Current Value of
Plan Assets at December 31, 1995 18
</TABLE>
Note: Schedules III and IV are not presented as they are not applicable.
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee of the
Dreyer's Grand Ice Cream, Inc.
Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits, with fund information, and the related statements of changes in net
assets available for plan benefits, with fund information, present fairly, in
all material respects, the net assets available for plan benefits, with fund
information, of the Dreyer's Grand Ice Cream, Inc. Savings Plan (the Plan) at
December 31, 1996 and 1995, and the changes in net assets available for plan
benefits, with fund information, for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and V is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statements of net
assets available for plan benefits and the statements of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes
in net assets available for plan benefits of each fund. Schedules I, II and V
and the fund information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
San Francisco, California
April 28, 1997
<PAGE> 4
<TABLE>
<CAPTION>
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
SHORT TERM BALANCED EQUITY STOCK MASTERWORKS
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Corporate debt instruments $ - $ 566,983 $ 436,407 $ - $ -
Common stock - 2,260,947 6,372,262 4,790,684 -
Interest in pooled funds 414,100 157,600 393,700 245,100 11,269,035
U.S. government securities 2,192,365 1,564,193 1,504,626 - -
Participant loans - - - - -
------------ ------------ ------------ ------------ ------------
2,606,465 4,549,723 8,706,995 5,035,784 11,269,035
Contributions receivable:
Employee 16,275 38,710 57,378 59,422 84,780
Employer 73,813 194,075 333,701 291,538 421,859
Accrued dividends receivable 2,278 745 - 1,441 212,470
Inter-fund transfers receivable/(payable) (16,728) 19,381 35,131 (4,444) (33,340)
Cash 14 71 32 40 -
------------ ------------ ------------ ------------ ------------
Net assets available for Plan benefits $ 2,682,117 $ 4,802,705 $ 9,133,237 $ 5,383,781 $ 11,954,804
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND TOTAL
<S> <C> <C>
Assets
Investments at fair value:
Corporate debt instruments $ - $ 1,003,390
Common stock - 13,423,893
Interest in pooled funds - 12,479,535
U.S. government securities - 5,261,184
Participant loans 1,499,285 1,499,285
------------ ------------
1,499,285 33,667,287
Contributions receivable:
Employee - 256,565
Employer - 1,314,986
Accrued dividends receivable - 216,934
Inter-fund transfers receivable/(payable) - -
Cash - 157
------------ ------------
Net assets available for Plan benefits $ 1,499,285 $ 35,455,929
============ ============
</TABLE>
See accompanying notes to financial statements.
- 2 -
<PAGE> 5
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
SHORT TERM BALANCED EQUITY STOCK WELLS FARGO
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Corporate debt instruments $ - $ 398,691 $ 537,621 $ - $ -
Common stock - 2,013,663 5,365,169 4,727,984 -
Interest in pooled funds 368,700 98,000 128,300 263,000 6,862,767
U.S. government securities 2,361,839 1,407,946 1,069,430 - -
Participant loans - - - - -
----------- ----------- ----------- ----------- -----------
2,730,539 3,918,300 7,100,520 4,990,984 6,862,767
Contributions receivable:
Employee 19,614 37,669 53,879 54,955 55,325
Employer 115,469 215,827 343,557 308,850 329,468
Accrued dividends receivable - - - - 132,231
Cash 63 12 54 64 57
----------- ----------- ----------- ----------- -----------
Net assets available for Plan benefits $ 2,865,685 $ 4,171,808 $ 7,498,010 $ 5,354,853 $ 7,379,848
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND TOTAL
<S> <C> <C>
Assets
Investments at fair value:
Corporate debt instruments $ - $ 936,312
Common stock - 12,106,816
Interest in pooled funds - 7,720,767
U.S. government securities - 4,839,215
Participant loans 1,158,081 1,158,081
----------- -----------
1,158,081 26,761,191
Contributions receivable:
Employee - 221,442
Employer - 1,313,171
Accrued dividends receivable - 132,231
Cash - 250
----------- -----------
Net assets available for Plan benefits $ 1,158,081 $28,428,285
=========== ===========
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE> 6
<TABLE>
<CAPTION>
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
SHORT TERM BALANCED EQUITY STOCK MASTERWORKS
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 138,703 $ 134,148 $ 139,709 $ 15,137 $ 329
Dividends - 31,824 86,987 36,395 362,591
Realized and unrealized gains (losses) - 348,135 1,031,666 (695,724) 1,574,478
----------- ----------- ----------- ----------- -----------
138,703 514,107 1,258,362 (644,192) 1,937,398
Contributions:
Employee 334,468 670,338 1,151,408 1,042,516 1,300,732
Employer 73,813 194,075 333,701 291,539 421,859
Employee rollovers from other
qualified plans 51,242 197,320 55,853 69,570 112,919
----------- ----------- ----------- ----------- -----------
Total additions 598,226 1,575,840 2,799,324 759,433 3,772,908
----------- ----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefit and loan payments 459,454 307,535 615,117 384,813 489,736
Administrative expenses 19,201 45,113 83,315 37,349 53,715
----------- ----------- ----------- ----------- -----------
Total deductions 478,655 352,648 698,432 422,162 543,451
----------- ----------- ----------- ----------- -----------
Net increase 119,571 1,223,192 2,100,892 337,271 3,229,457
Net assets available for Plan benefits:
Beginning of year 2,865,685 4,171,808 7,498,010 5,354,853 7,379,848
Transfers (303,139) (592,295) (465,665) (308,343) 1,345,499
----------- ----------- ----------- ----------- -----------
End of year $ 2,682,117 $ 4,802,705 $ 9,133,237 $ 5,383,781 $11,954,804
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND TOTAL
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 127,425 $ 555,451
Dividends - 517,797
Realized and unrealized gains (losses) - 2,258,555
----------- -----------
127,425 3,331,803
Contributions:
Employee - 4,499,462
Employer - 1,314,987
Employee rollovers from other
qualified plans - 486,904
----------- -----------
Total additions 127,425 9,633,156
----------- -----------
Deductions from net assets attributed to:
Benefit and loan payments 110,164 2,366,819
Administrative expenses - 238,693
----------- -----------
Total deductions 110,164 2,605,512
----------- -----------
Net increase 17,261 7,027,644
Net assets available for Plan benefits:
Beginning of year 1,158,081 28,428,285
Transfers 323,943 -
----------- -----------
End of year $ 1,499,285 $35,455,929
=========== ===========
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE> 7
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT TERM BALANCED EQUITY STOCK WELLS FARGO
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 150,908 $ 112,114 $ 120,692 $ 29,843 $ 555
Dividends - 30,490 85,868 21,623 234,293
Realized and unrealized gains 434 636,501 1,510,665 499,438 1,495,212
----------- ----------- ----------- ----------- -----------
151,342 779,105 1,717,225 550,904 1,730,060
Contributions:
Employee 420,846 727,496 1,178,786 826,714 986,649
Employer 132,572 228,156 374,680 312,179 340,161
Employee rollovers from other
qualified plans 35,532 79,588 116,337 183,025 63,010
----------- ----------- ----------- ----------- -----------
Total additions 740,292 1,814,345 3,387,028 1,872,822 3,119,880
----------- ----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefit and loan payments 170,086 323,298 613,717 55,786 219,432
Administrative expenses 17,195 35,371 67,291 19,581 27,459
----------- ----------- ----------- ----------- -----------
Total deductions 187,281 358,669 681,008 75,367 246,891
----------- ----------- ----------- ----------- -----------
Net increase 553,011 1,455,676 2,706,020 1,797,455 2,872,989
Net assets available for Plan benefits:
Beginning of year 2,820,639 3,171,246 6,488,843 1,201,548 4,405,638
Transfers (507,965) (455,114) (1,696,853) 2,355,850 101,221
----------- ----------- ----------- ----------- -----------
End of year $ 2,865,685 $ 4,171,808 $ 7,498,010 $ 5,354,853 $ 7,379,848
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND TOTAL
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 91,286 $ 505,398
Dividends - 372,274
Realized and unrealized gains - 4,142,250
----------- -----------
91,286 5,019,922
Contributions:
Employee - 4,140,491
Employer - 1,387,748
Employee rollovers from other
qualified plans - 477,492
----------- -----------
Total additions 91,286 11,025,653
----------- -----------
Deductions from net assets attributed to:
Benefit and loan payments 39,252 1,421,571
Administrative expenses - 166,897
----------- -----------
Total deductions 39,252 1,588,468
----------- -----------
Net increase 52,034 9,437,185
Net assets available for Plan benefits:
Beginning of year 903,186 18,991,100
Transfers 202,861 -
----------- -----------
End of year $ 1,158,081 $28,428,285
=========== ===========
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE> 8
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following brief description of the Dreyer's Grand Ice Cream, Inc.
Savings Plan (the Plan) is provided for general informational purposes
only. Participants should refer to the Plan document for more complete
information.
GENERAL
The Plan is a defined contribution profit sharing plan containing a cash
or deferred arrangement described in Section 401(k) of the Internal
Revenue Code. The Plan benefits participating employees of Dreyer's Grand
Ice Cream, Inc. and its subsidiaries (the Company). The Plan is
administered by the Plan's Administrative Committee (the Committee) and
all investments and cash are held by Imperial Trust Company (the Trustee).
Watson Wyatt provides record keeping and consultation services and an
investment manager provides investment advisory services for certain of
the funds. The Plan became effective January 1, 1983 and is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
ELIGIBILITY
All employees, other than individuals employed under a collective
bargaining agreement which does not provide for participation in the Plan,
are eligible to participate in the Plan on the next "entry date" following
their commencement date of employment. The entry dates defined by the Plan
are January 1, April 1, July 1 and October 1 of each calendar year.
EMPLOYEE CONTRIBUTIONS
In order to participate in the Plan, each participant is required to
contribute at least 2% of the compensation received from the Company;
however, any participant may elect to contribute an additional amount up
to 10% of the participant's compensation within the maximum allowable
amount permitted under the Internal Revenue Code. At all times,
participants will be fully vested in their contributions adjusted for
attributed income, gains, losses and expenses.
EMPLOYER CONTRIBUTIONS
The Plan provides that the Company may make discretionary employer
matching contributions, subject to approval by the Company's Board of
Directors. Discretionary employer matching contributions are made to
participants' accounts equal to a percentage of each eligible
participant's employee contribution. For eligible participants who have
ten or more years of service as of the last day of the Plan year, the
percentage of employee contributions matched is twice that of eligible
participants with fewer than ten years of service. An eligible participant
is defined as an eligible employee who was employed by the Company during
the Plan year or who retired, died or was disabled during the Plan year.
During 1996 and 1995, $134,612 and $72,969, respectively, of employer
matching contributions were forfeited by terminated employees before those
amounts became vested. Such forfeited amounts were used to reduce employer
matching contributions for the corresponding year and were allocated as of
the last day of the year to the matching accounts of eligible
participants.
-6-
<PAGE> 9
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
ROLLOVER CONTRIBUTIONS
Subject to the terms of the Plan, the Committee may authorize the Trustee
to accept from any participant a rollover contribution from another
tax-qualified plan, provided the contribution is made within 60 days after
receipt of the eligible rollover distribution by the participant from such
other tax-qualified plan. Amounts consisting of after-tax employee
contributions are not allowed as rollover contributions. The Plan will
establish and maintain separate accounts for all rollover contributions.
At all times, the participant will be fully vested in his rollover
account, adjusted for attributed income, gains, losses and expenses. Cash
benefits paid from rollover accounts will be paid in the same manner as
other benefits under the Plan.
PARTICIPANT ACCOUNT VALUATION
Each participant's account is valued quarterly as of March 31, June 30,
September 30 and December 31. The valuation is based on all contributions,
withdrawals, investment income, and realized and unrealized gains and
losses since the previous valuation date.
PLAN BENEFITS
Upon retirement, death or permanent disability, participants are entitled
to an amount equal to 100% of their salary deferral, rollover and Company
accounts. In the event of termination prior to retirement, participants
will receive the final balances in their salary deferral and rollover
accounts plus the vested portion of the Company account to which they are
entitled.
A salary deferral account consists of the portion of a participant's
account attributable to the participant's employee contributions and the
related investment income; a rollover account consists of the portion of a
participant's account attributable to the participant's rollover
contributions and the related investment income; and a Company account
consists of the portion of a participant's account attributable to Company
contributions and the related investment income.
The Plan has a flexible investment policy in which the participant can
choose to invest his or her account balance in one or all of a variety of
investment funds. The participants' accounts are credited for the return
on their investment in proportion to their investment in the respective
fund within the Plan.
Investment options in the Plan include five funds: a short-term investment
fund, a balanced fund, an equity fund, a stock fund (comprised of the
Company's common stock) and an S&P 500 fund (MasterWorks fund) which
replaced the Wells Fargo fund effective January 1, 1996.
VESTING
After completion of two years of service, participants are entitled to
twenty percent (20%) of the final balance of their Company account. For
each full year of service thereafter, participants vest an additional
fifteen percent (15%) of their Company account balance and are fully
vested after seven years. A participant earns one year of service for each
year commencing on or after January 1, 1976 in which the participant has
worked at least 1,000 hours. If a participant's service is less than two
years and ends before retirement, death, or permanent disability, the
entire Company account will be forfeited.
-7-
<PAGE> 10
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
PARTICIPANT LOANS
The Plan has a participant loan program as allowed by existing Plan
provisions. Participants may borrow a portion of their vested accounts,
subject to the terms set forth in the Plan and the limitations of the
Internal Revenue Code.
Participant loans, which bear interest at the prime rate plus 2%, are due
within five years and are secured by the participant's interest in the
balance of his or her account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared using the accrual
method of accounting in accordance with generally accepted accounting
principles. The preparation of financial statements in accordance with
generally accepted accounting principles requires the use of management's
estimates and assumptions that affect the reported amounts and disclosures
in the financial statements. Actual results could differ from those
estimates.
INVESTMENTS AND INVESTMENT INCOME
The Plan's assets are valued at the last quoted sales price of each
calendar quarter including the last business day of the Plan year.
Realized gains or losses on investments sold are recorded as the
difference between the proceeds received upon sale and the market value of
the investments at the beginning of the year or cost if acquired during
the year. In accordance with the Plan's policy of stating investments at
market value, net unrealized gains or losses for the period are included
in the statement of changes in net assets available for plan benefits,
with fund information, in the period during which the market value change
occurs.
EXPENSES OF THE PLAN
The expenses incurred in the administration of the Plan are charged to the
Plan by the Trustee if they are not paid by the Company.
BENEFIT PAYMENTS AND LOANS MADE
Benefits to terminated participants and loan repayments for terminated
participants are recorded as a deduction from net assets when paid in
accordance with guidance issued for accounting and disclosure by employee
benefit plans. Loans made and loan repayments for active participants are
recorded as transfers in the statement of changes in net assets available
for plan benefits, with fund information. During 1996 and 1995, loans made
totaled $854,530 and $612,062 respectively. During 1996 and 1995, loan
repayments totaled $403,162 and $317,915, respectively.
-8-
<PAGE> 11
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
3. INVESTMENTS
Investments representing 5% or more of net assets available for Plan
benefits were as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
INTEREST IN POOLED FUNDS:
BZW Barclays MasterWorks
S&P 500 Stock Fund $11,269,035 $ -
Wells Fargo Inc. S&P 500 Stock Fund - 6,856,067
COMMON STOCK:
Dreyer's Grand Ice Cream, Inc. 4,790,684 4,727,984
</TABLE>
4. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions and to terminate the
Plan. In the event the Plan is terminated, participants' accounts shall
become nonforfeitable and the net assets shall be allocated to each
participant to provide benefits in accordance with the provisions of
Section 4044 of ERISA.
5. RECONCILIATION TO FORM 5500
Net assets allocable to terminated employees totaled $10,007 and $43,452
at December 31, 1996 and 1995, respectively. These amounts have been
presented as liabilities of the Plan on the Plan's Form 5500 filing, in
accordance with the Form's instructions.
The following is a reconciliation between benefits paid to participants as
reported in the financial statements and as reported in the Form 5500 for
the year ended December 31, 1996:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 2,366,819
Add: Amounts allocable to terminated employees at December 31,
1996 10,007
Less: Amounts allocable to terminated employees at December 31,
1995 (43,452)
---------
Benefits paid to particpants per the Form 5500 $ 2,333,374
=========
</TABLE>
-9-
<PAGE> 12
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
6. TAX STATUS OF THE PLAN
In January 1997, the Committee received a favorable determination letter
from the Internal Revenue Service as to the qualified status of the Plan.
The Committee is of the opinion that the Plan fulfills the requirements of
a qualified Plan and that the trust which forms a part of the Plan is not
subject to tax. Accordingly, no provision for federal or state income
taxes has been provided.
-10-
<PAGE> 13
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR COST OF CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
SHORT TERM FUND
Interest in Pooled Funds
SEI Liquid Asset Trust Treasury portfolio 414,100 $ 414,100 $ 414,100
----------- -----------
<S> <C> <C> <C> <C>
U.S. Government Securities
U.S. Treasury Bills DTD 2/8/96, 2/6/97 350,000 $ 334,400 $ 348,191
U.S. Treasury Bills DTD 3/7/96, 3/6/97 200,000 191,080 198,206
U.S. Treasury Bills DTD 4/4/96, 4/3/97 200,000 190,155 197,390
U.S. Treasury Bills DTD 5/2/96, 5/1/97 100,000 94,896 98,296
U.S. Treasury Bills DTD 5/30/96, 5/29/97 250,000 239,524 244,742
U.S. Treasury Bills DTD 1/23/97, 7/24/97 250,000 237,422 242,725
U.S. Treasury Bills DTD 3/20/97, 9/18/97 300,000 286,475 288,885
U.S. Treasury Bills DTD 4/17/97, 10/16/97 300,000 285,223 287,694
U.S. Treasury Bills DTD 5/15/97, 11/13/97 300,000 286,072 286,236
---------- ----------
$2,145,247 $2,192,365
---------- ----------
Short Term Fund Total $2,559,347 $2,606,465
========== ==========
</TABLE>
<TABLE>
<CAPTION>
BALANCED FUND
Corporate Debt Instruments
<S> <C> <C> <C> <C>
First United National Bank 6.180%, 2/15/36
N.C. Charlotte 175,000 $ 170,566 $ 165,890
General Electric Cap. Corp. 8.850%, 4/01/05
DTD 4/5/90 100,000 117,382 112,410
General Motors Accep. Corp. 6.625%, 10/15/05
DTD 10/15/95 200,000 205,718 195,000
Wal Mart Stores Inc. 5.875%, 10/15/05
DTD 10/14/93 100,000 95,896 93,683
----------- -----------
$ 589,562 $ 566,983
----------- -----------
</TABLE>
-11-
<PAGE> 14
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER of
SHARES OR COST OF CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
<S> <C> <C> <C> <C>
BALANCED FUND, CONTINUED
Common Stock
Aflac Corp. Common Stock 1,700 $ 36,280 $ 72,675
Albertsons Common Stock 1,500 33,923 53,438
Allied Signal Inc. Common Stock 1,075 39,541 72,025
American Int'l Group Common Stock 625 37,980 67,656
American Std. Cos. Inc. Common Stock 1,900 58,786 72,675
Black & Decker Corp. Common Stock 2,250 84,564 67,781
Boeing Company Common Stock 534 25,275 56,871
British Pete PLC ADR Common Stock 550 67,939 77,756
Burlington Northern Santa Fe Common Stock 725 54,487 62,622
Carnival Corp. Common Stock 1,500 44,405 49,500
Catarpillar Inc. Common Stock 600 41,436 45,150
Clayton Homes Inc. Common Stock 3,750 55,614 50,625
Colgate Palmolive Company Common Stock 800 40,933 73,800
Conagra Inc. Common Stock 1,500 59,228 74,625
Deere Company Common Stock 1,500 44,552 60,750
Enron Corp. Common Stock 1,750 57,519 75,469
Federal Nat'l Mortgage Assn Common Stock 2,050 43,830 77,131
Franklin Res. Inc. Common Stock 1,050 42,857 71,794
General Electric Company Common Stock 750 30,904 74,156
Hewlett Packard Company Common Stock 1,450 44,047 72,862
Intel Corp. Common Stock 650 23,748 85,110
International Business
Machines Common Stock 575 64,245 87,113
Kimberly Clark Corp. Common Stock 800 66,086 76,200
Lear Corp. Common Stock 1,750 52,681 59,719
Nabisco Holdings Corp. Common Stock 1,900 54,875 73,863
Newell Cos. Inc. Common Stock 2,300 46,617 72,450
Omnicom Group, Inc. Common Stock 1,250 31,262 57,187
Pepsico Incorporated Common Stock 2,300 41,534 67,275
Rockwell Int'l Corp. Common Stock 825 44,811 50,222
Schering Plough Common Stock 1,050 37,505 67,987
Solectron Corp. Common Stock 1,000 37,519 53,375
Wal Mart Stores Inc. Common Stock 2,400 63,819 54,600
Walgreen Co. Common Stock 1,400 24,948 56,350
Wells Fargo Co. Common Stock 260 70,715 70,135
---------- ----------
$1,604,465 $2,260,947
---------- ----------
Interest in Pooled Funds
SEI Liquid Asset Trust Treasury portfolio 157,600 $ 157,600 $ 157,600
---------- ----------
</TABLE>
-12-
<PAGE> 15
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR COST OF CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
<S> <C> <C> <C> <C>
BALANCED FUND, CONTINUED
U.S. Government Securities
Fed. Home Loan Banks 6.480%, 10/6/05
DTD 10/6/95 225,000 $ 214,630 $ 222,048
Fed. Home Loan Mtg. Corp. 9/20/00
DTD 9/20/93 100,000 88,219 99,139
Fed. Home Loan Mtg. Corp. 6.350%, 3/7/01
DTD 3/7/94 200,000 182,313 198,376
Fed. Nat'l Mtg. Assn 6.850%, 4/5/04 200,000 198,300 203,000
Fed. Nat'l Mtg. Assn 7.000%, 8/12/02
DTD 8/10/92 200,000 185,937 198,938
Fed. Nat'l Mtg. Assn 7.500%, 2/11/02
DTD 2/10/92 200,000 215,937 209,250
Fed. Home Loan Mtg 6.970%, 10/3/05 75,000 73,336 74,766
DTD 10/3/95
Fed. Home Loan Mtg 7.830%, 8/11/04 130,000 129,878 130,812
DTD 8/11/94
Fed. Home Loan Mtg 6.970%, 6/16/00 100,000 100,125 99,250
Fed. Farm Credit Bank Notes 7.160%, 5/15/06 125,000 126,875 128,614
---------- ----------
$1,515,550 $1,564,193
---------- ----------
Balanced Fund Total $3,867,177 $4,549,723
========== ==========
EQUITY FUND
Corporate Debt Instruments
Anheuser-Busch Company 7.250%, 9/15/15 100,000 $ 102,325 $ 98,947
Commercial Cr. Group Inc. 5.875%, 1/15/03 175,000 166,378 167,489
General Electric Cap. Corp. 8.750%, 5/21/07 150,000 171,540 169,971
---------- ----------
$ 440,243 $ 436,407
---------- ----------
</TABLE>
-13-
<PAGE> 16
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR COST OF CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
<S> <C> <C> <C> <C>
EQUITY FUND, CONTINUED
Common Stock
Aflac Corp. Common Stock 4,800 102,000 205,200
Albertsons Common Stock 4,100 97,941 146,062
Allied Signal Inc. Common Stock 3,025 111,002 202,675
American Int'l Group Common Stock 1,775 105,692 192,144
American Std. Cos. Inc. Common Stock 5,500 169,520 210,375
Black & Decker Corp. Common Stock 6,400 237,701 192,800
Boeing Company Common Stock 1,496 70,646 159,324
British Pete PLC ADR Common Stock 1,500 185,190 212,062
Burlington Northern Santa Fe Common Stock 2,300 175,363 198,663
Carnival Corp. Common Stock 4,400 130,265 145,200
Caterpillar Inc. Common Stock 1,650 113,912 124,163
Clayton Homes Inc. Common Stock 11,375 165,933 153,563
Colgate Palmolive Company Common Stock 2,200 120,807 202,950
Conagra Inc. Common Stock 4,000 157,803 199,000
Deere Company Common Stock 4,200 124,493 170,100
Enron Corp. Common Stock 4,800 155,519 207,000
Fed. Nat'l Mtg. Assn Common Stock 5,650 120,404 212,581
Franklin Res. Inc. Common Stock 3,000 123,934 205,125
General Electric Company Common Stock 2,100 94,918 207,638
Hewlett Packard Company Common Stock 4,000 129,735 201,000
Intel Corporation Common Stock 1,800 66,090 235,688
International Business Common Stock
Machines Common Stock 1,650 184,674 249,975
Kimberly Clark Corp. Common Stock 2,200 182,257 209,550
Lear Corp. Common Stock 5,000 151,172 170,625
Nabisco Holdings Corp. Common Stock 5,350 157,121 207,981
Newell Cos Inc. Common Stock 6,100 130,420 192,150
Omnicom Group, Inc. Common Stock 3,500 87,736 160,125
Pepsico Incorporated Common Stock 6,400 119,343 187,200
Rockwell Int'l Corp. Common Stock 2,300 124,987 140,012
Schering Plough Common Stock 3,100 114,869 200,724
Solectron Corp. Common Stock 2,900 107,642 154,788
Wal Mart Stores Inc. Common Stock 7,000 183,345 159,250
Walgreen Co. Common Stock 4,000 74,303 161,000
Wells Fargo Co. Common Stock 725 196,937 195,569
---------- ----------
$4,573,674 $6,372,262
---------- ----------
Interest in Pooled Funds
SEI Liquid Asset Trust Treasury portfolio 393,700 $ 393,700 $ 393,700
---------- ----------
</TABLE>
-14-
<PAGE> 17
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR COST OF CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
<S> <C> <C> <C> <C>
EQUITY FUND, CONTINUED
U.S. Government Securities
Federal Farm Cr Bks 7.160%, 5/15/06 100,000 101,063 102,891
Fed. Nat'l Mtg. Assn 6.850%, 4/5/04 200,000 198,300 203,000
Fed. Nat'l Mtg. Assn 7.700%,8/10/04 100,000 100,000 102,281
Fed. Nat'l Mtg. Assn 6.95%, 11/13/06 100,000 99,943 99,234
Fed. Home Loan Mtg. Corp. 6.570%, 2/16/06 375,000 375,234 360,469
Fed. Home Loan Bks 6.480%, 10/6/05 150,000 143,087 148,032
Fed. Home Loan Mortgage 6.550%, 4/2/03 100,000 99,844 97,844
Fed. Home Loan Mortgage 6.970%, 6/16/00 200,000 200,250 198,500
U.S. Treasury Bonds 10.750%, 8/15/05 150,000 177,516 192,375
----------- -----------
$ 1,495,237 $ 1,504,626
----------- -----------
Equity Fund Total $ 6,902,854 $ 8,706,995
=========== ===========
STOCK FUND
Common Stock
Dreyer's Grand Ice Cream, Inc. Common Stock 165,196 $ 5,023,304 $ 4,790,684
----------- -----------
Interest in Pooled Funds
SEI Liquid Asset Trust Treasury Portfolio 245,100 $ 245,100 $ 245,100
----------- -----------
Stock Fund Total $ 5,268,404 $ 5,035,784
=========== ===========
MASTERWORKS FUND*
Interest in Pooled Funds
MasterWorks Funds Inc.
S&P 500 Stock Fund Mutual funds 708,299 $ 8,409,792 $11,269,035
----------- -----------
MasterWorks Fund Total $ 8,409,792 $11,269,035
=========== ===========
</TABLE>
* Effective January 1, 1996, the Fund changed its name from Wells Fargo Fund to
MasterWorks Funds. The Fund is managed by BZW Barclays Global Fund Advisors
who replaced Wells Fargo Bank.
-15-
<PAGE> 18
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR COST OF CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
<S> <C> <C> <C>
LOAN FUND
Participant loans 8% to 11.0%, due 2/1/97
through 1/22/02 $ 1,499,285 $ 1,499,285
----------- -----------
Loan Fund Total $ 1,499,285 $ 1,499,285
----------- -----------
Total Assets Held for Investment at December 31, 1996 $28,506,859 $33,667,287
=========== ===========
</TABLE>
-16-
<PAGE> 19
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
DECEMBER 31, 1996 SCHEDULE II
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT RECEIVED UNPAID
IDENTITY AND ADDRESS ORIGINAL DURING REPORTING YEAR BALANCE AT
OF OBLIGOR LOAN AMOUNT PRINCIPAL INTEREST END OF YEAR DETAILED DESCRIPTION OF LOAN
<S> <C> <C> <C> <C> <C> <C>
- - Alexis Rivera $ 1,619 $- $ - $ 1,509 Interest Rate: 8.5%
SSN: ###-##-#### Loan Date: 5/19/92
2322 Ellis Ave., #1 Term: 61 months
Bronx, NY 10462 Collateral: 50% of borrower's vested
accrued benefit
Last Payment: 11/23/92
Reason: Termination of employment
Status: In collection
- - John Eger, Jr. 3,400 - - 2,457 Interest Rate: 10.5%
SSN: ###-##-#### Loan Date: 7/22/91
29402 Ivy Glenn Dr. Term: 60 months
Laguna Niguel, CA 92677 Collateral: 50% of borrower's vested
accrued benefit
Last Payment: 4/29/93
Reason: Termination of employment
Status: In collection
</TABLE>
<TABLE>
<CAPTION>
Amount
Overdue
Principal Interest
<S> <C> <C>
- - Alexis Rivera $ 1,509 $ -
SSN: ###-##-####
2322 Ellis Ave., #1
Bronx, NY 10462
- - John Eger, Jr. 2,457 -
SSN: ###-##-####
29402 Ivy Glenn Dr.
Laguna Niguel, CA 92677
</TABLE>
-17-
<PAGE> 20
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
SERIES OF TRANSACTIONS DURING THE YEAR ENDED
DECEMBER 31, 1996 IN EXCESS OF 5% OF THE CURRENT
VALUE OF PLAN ASSETS AT DECEMBER 31, 1995 SCHEDULE V
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CURRENT
NUMBER COST OF VALUE ON REALIZED
PARTY DESCRIPTION OF PURCHASE SELLING ASSET TRANSACTION GAIN/
INVOLVED OF ASSET TRANSACTIONS PRICE PRICE DISPOSED DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C>
Imperial Trust Co. SEI Liquid Asset Trust - Treasury 364 $16,340,300 $ 16,340,300 $-
Imperial Trust Co. SEI Liquid Asset Trust - Treasury 230 $ 15,976,400 $ 15,976,400 15,976,400 -
Imperial Trust Co. U.S. Treasury Bills 12 3,118,122 3,118,122 -
Imperial Trust Co. U.S. Treasury Bills 11 3,090,082 3,090,082 3,090,082 -
Imperial Trust Co. Master Works Funds Inc.
S&P 500 Stock Fund 40 3,526,429 3,526,429 -
</TABLE>
-18-
<PAGE> 21
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Dreyer's Grand Ice Cream, Inc. Savings Plan Administrative
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DREYER'S GRAND ICE CREAM, INC.
SAVINGS PLAN
Date: June 18, 1997 By: /s/ William C. Collett
----------------------
William C. Collett
Member of Dreyer's Grand Ice Cream,
Inc. Savings Plan Administrative
Committee, as Plan Administrator
By: /s/ Jeffrey R. Shields
----------------------
Jeffrey R. Shields
Member of Dreyer's Grand Ice Cream,
Inc. Savings Plan Administrative
Committee, as Plan Administrator
<PAGE> 22
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------
23 Consent of Independent Accountants
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-56417) of Dreyer's Grand Ice Cream, Inc. of our
report dated April 28, 1997 appearing on page 1 of this Form 11-K.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
San Francisco, California
June 18, 1997
