<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DREYER'S GRAND ICE CREAM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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1
<PAGE> 2
LOGO
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Notice of Special
Meeting of Stockholders
and Proxy Statement
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Meeting of October 23, 1997
<PAGE> 3
LOGO
To the Stockholders of Dreyer's Grand Ice Cream, Inc.
You are cordially invited to attend the Special Meeting of Stockholders of
Dreyer's Grand Ice Cream, Inc. (the "Company") that will be held at the offices
of the Company, 5929 College Avenue, Oakland, California 94618 on Thursday,
October 23, 1997 at 2:00 p.m.
The Board of Directors approved, and recommends that the stockholders of
the Company approve, an amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of Common Stock, $1.00 par value,
from 30,000,000 to 60,000,000 and to effect a two-for-one stock split of the
Company's Common Stock, to be effective at the close of business on October 30,
1997.
Other than the stock split, the Company does not at present have any plans,
proposals or arrangements which would result in the issuance of any additional
shares of Common Stock, except issuances in connection with its stock option and
employee stock plans, outstanding warrants and conversions of preferred stock.
On the following pages you will find a Notice of Special Meeting and Proxy
Statement. We suggest that you read the Proxy Statement carefully.
It is important that your shares be represented at the meeting regardless
of the size of your holding. Therefore, we urge you to SIGN, DATE and RETURN AS
SOON AS POSSIBLE the enclosed proxy card in the postage-paid envelope furnished
for that purpose. This should be done whether or not you now plan to attend the
meeting and to vote in person. A summary of the proceedings of the meeting will
be sent to all stockholders.
We look forward to meeting with you.
<TABLE>
<S> <C>
T. GARY ROGERS WILLIAM F. CRONK, III
Chairman of the Board and President
Chief Executive Officer
</TABLE>
Oakland, California
September 17, 1997
<PAGE> 4
LOGO
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Notice of Special Meeting of Stockholders............................................. 1
Proxy Statement....................................................................... 2
Introduction.......................................................................... 2
Solicitation by the Board of Directors; Revocation of Proxies....................... 2
Costs of Solicitation............................................................... 2
Voting of Board of Directors' Proxies............................................... 2
Shares Outstanding, Voting Rights and Record Date................................... 2
Security Ownership of Certain Beneficial Owners and Management........................ 3
Security Ownership of Certain Beneficial Owners..................................... 3
Security Ownership of Management.................................................... 5
Matter Submitted to a Vote of Stockholders............................................ 6
Amendment of Certificate of Incorporation to Increase the Number of Authorized
Shares of Common Stock and to Effect a Two-for-One Stock Split of Common Stock... 6
Voting Information.................................................................... 9
General Voting Information.......................................................... 9
Votes Required for Approval......................................................... 9
Proposals of Stockholders............................................................. 9
Other Matters......................................................................... 10
</TABLE>
i
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LOGO
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 23, 1997
A Special Meeting of Stockholders of DREYER'S GRAND ICE CREAM, INC. will be
held on Thursday, October 23, 1997 at 2:00 p.m. at the offices of the Company,
5929 College Avenue, Oakland, California 94618 for the following purpose:
Approving an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 30,000,000 to
60,000,000 and to effect a two-for-one stock split of the Company's Common
Stock.
No other business will be transacted at the Special Meeting.
A complete list of the stockholders entitled to vote at the meeting,
including the address and number of shares registered in the name of each such
stockholder, will be open for examination by any such stockholder, for any
purpose germane to the meeting, at the Company's corporate office (5929 College
Avenue, Oakland, California) during ordinary business hours for 10 days before
the date of the meeting. The list will also be available for inspection at the
meeting.
The close of business on September 12, 1997 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting. The stock transfer books will not be closed.
EDMUND R. MANWELL
Secretary
September 17, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN,
DATE AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE> 6
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is furnished to stockholders by the Board of Directors
of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), in
connection with the solicitation of proxies for use at the Special Meeting of
Stockholders of the Company to be held on Thursday, October 23, 1997 and at all
adjournments or postponements thereof. The mailing address of the Company is
5929 College Avenue, Oakland, California 94618, and its telephone number is
(510) 652-8187. The approximate date on which this Proxy Statement and the
enclosed form of proxy are to be sent to stockholders is on or about September
22, 1997.
SOLICITATION BY THE BOARD OF DIRECTORS; REVOCATION OF PROXIES
The proxy in the form enclosed is solicited by the Board of Directors. A
proxy may be revoked by the stockholder prior to exercise thereof by filing with
the Secretary of the Company a written revocation or a duly executed proxy
bearing a later date. The powers of the proxy holders will be suspended if the
person executing the proxy is present at the stockholders' meeting and elects to
vote in person.
COSTS OF SOLICITATION
The entire cost of soliciting these proxies will be borne by the Company.
The Company may make arrangements with brokerage houses, nominees, fiduciaries
and other custodians to send proxies and proxy materials to beneficial owners of
the Company's stock and may reimburse them for their expenses in so doing. The
Company has retained Skinner & Co. to assist in obtaining proxies from brokers
and nominees at an estimated cost of $3,500 plus out-of-pocket expenses.
Proxies may be solicited by directors, officers and regular employees of
the Company personally or by telephone, facsimile or mail. These services will
be provided without additional compensation.
VOTING OF BOARD OF DIRECTORS' PROXIES
The shares represented by the Board of Directors' proxies will be voted FOR
the approval of the amendment of the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock, $1.00 par value, from
30,000,000 to 60,000,000, and to effect a two-for-one stock split of the
Company's Common Stock.
SHARES OUTSTANDING, VOTING RIGHTS AND RECORD DATE
There were 13,473,790 shares of Common Stock ($1.00 par value) of the
Company, 1,007,522 shares of Series B Convertible Preferred Stock ($1.00 par
value) of the Company, no shares of Series A Convertible Preferred Stock ($1.00
par value) of the Company, and no shares of Series A Participating Preference
Stock ($1.00 par value) of the Company outstanding at the close of business on
September 12, 1997. Each share of Common Stock is entitled to one vote at the
meeting. Each share of Series B Convertible Preferred Stock is entitled to vote
that number of votes equal to the number of shares of Common Stock into which
such share of Series B Convertible Preferred Stock is convertible on the record
date for the meeting. The outstanding shares of Series B Convertible Preferred
Stock are convertible into an aggregate of 2,900,003 shares of Common Stock on
September 12, 1997, based upon the stated value of $100 per share of Series B
Preferred Stock and the conversion price of $34.7421. There are no cumulative
voting rights.
Pursuant to the By-Laws of the Company, the Board of Directors has fixed
the close of business on September 12, 1997 as the record date for the
determination of stockholders entitled to notice of and to vote at the meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of September 10, 1997
concerning the beneficial ownership of Common Stock of the Company by each
person (including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act")) who is known to the
Company to be the beneficial owner of more than five percent of such class:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP* CLASS*
------------------------------------------------- -------------------- ----------
<S> <C> <C>
Nestle Holdings, Inc.(1)......................... 4,056,008 28.0%
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, California 91203
Nestle S.A.(1)
Avenue Nestle
Vevey, Switzerland CH-1800
T. Gary Rogers(2)(3)............................. 1,851,371 13.6%
5929 College Avenue
Oakland, California 94618
General Electric Capital Corporation(4)(5)....... 1,450,000 9.7%
260 Long Ridge Road
Stamford, Connecticut 06927
Trustees of General Electric Pension
Trust(4)(6).................................... 1,450,000 9.7%
GE Investment Private Placement Partners I,
Limited Partnership
P.O. Box 7900
3003 Summer Street
Stamford, Connecticut 06904
William F. Cronk, III(2)(7)...................... 1,021,101 7.5%
5929 College Avenue
Oakland, California 94618
Cortopassi Family Trust(9)....................... 937,000 7.0%
Stanislaus Food Products Co.
San Tomo Partners
Sierra Quality Canners, Inc.
LICO Brands, Inc.
Trecento Investors, Inc.
DACCO, Inc.
Capecchio Foundation
Alpinello Investors, Inc.
VICOR, LLC
Wright Tract Partners, LP
11292 North Alpine Road
Stockton, California 95212
Robert E. Torray & Co., Inc.(8).................. 809,000 6.0%
The Torray Corporation
Robert E. Torray
6610 Rockledge Drive, Suite 450
Bethesda, Maryland 20817-1869
Wilke/Thompson Capital Management, Inc.(5)....... 692,300 5.1%
3800 Norwest Center
90 S. 7th Street
Minneapolis, Minnesota 55402
</TABLE>
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* The amounts and percentages indicated as beneficially owned were calculated
pursuant to Rule 13d-3(d)(1) under the Exchange Act which provides that
beneficial ownership of a security is acquired by a person if that person
has the right to acquire beneficial ownership of such security within 60
days through the exercise of a right such as the exercise of an option or
the conversion of a convertible security into Common Stock. Any securities
not outstanding which are subject to options or conversion privileges are
deemed outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by the person who owns the option
or conversion privilege but are not deemed outstanding for the purpose of
computing the percentage of the class owned by any other person.
(1) Includes warrants to purchase 1,000,000 shares of Common Stock which are
currently exercisable by Nestle Holdings, Inc. ("NHI"). NHI has sole voting
power and sole investment power with respect to all of these shares. Nestle
S.A. ("Nestle") filed a joint statement on Schedule 13D with NHI and may be
deemed to have sole voting power and sole investment power with respect to
these shares because NHI is a wholly-owned subsidiary of Nestle.
(2) Includes options to purchase 85,940 shares of Common Stock under the
Company's Stock Option Plan (1992) exercisable within 60 days, and options
to purchase 85,200 shares of Common Stock under the Company's Stock Option
Plan (1993) exercisable within 60 days.
(3) 1,571,036 and 100,000 of these shares are held directly by the Rogers
Revocable Trust and the Four Rogers Trust, respectively, for which Mr.
Rogers and his wife serve as co-trustees. Mr. Rogers and his wife share the
voting and investment power with respect to such shares. Also includes 9,195
shares held in Mr. Rogers' account in the Dreyer's Grand Ice Cream, Inc.
Savings Plan (a 401(k) plan), based upon the most recent available plan
statement.
(4) Assumes full conversion of the Series B Convertible Preferred Stock of the
Company held by the named entity or entities into the Company's Common
Stock. These parties filed a Schedule 13D (reporting the beneficial
ownership described above) jointly with General Electric Capital Services,
Inc. (formerly known as General Electric Financial Services, Inc.) and
General Electric Company each of which disclaimed beneficial ownership of
all shares of the Company's Common Stock beneficially owned by General
Electric Capital Corporation, Trustees of General Electric Pension Trust and
GE Investment Private Placement Partners I, Limited Partnership.
(5) The holder has sole voting power and sole investment power with respect to
all of these shares.
(6) Trustees of General Electric Pension Trust ("GEPT") have sole voting power
and sole investment power with respect to 586,495 of these shares. GE
Investment Private Placement Partners I, Limited Partnership ("GEIPPP") has
sole voting power and sole investment power with respect to 863,505 of these
shares. GEPT and GEIPPP may constitute a group as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
(7) 849,961 of these shares are held directly by the Cronk Revocable Trust for
which Mr. Cronk and his wife serve as co-trustees. Mr. Cronk and his wife
share the voting and investment power with respect to such shares. Excludes
42,000 shares held in irrevocable trusts for the benefit of Mr. Cronk's
sons. Mr. Cronk does not have voting or investment power with respect to
these 42,000 shares and Mr. Cronk disclaims beneficial ownership of all of
the shares held in these irrevocable trusts.
(8) Robert E. Torray & Co., Inc. ("RETC") has shared voting and investment power
with respect to 739,000 of these shares. The Torray Corporation ("TTC") has
shared voting and investment power with respect to 70,000 of these shares.
Robert E. Torray, an individual, has shared voting and investment power with
respect to all of these shares, and has filed a joint statement on Schedule
13G as a "parent holding company" of RETC and TTC in reliance upon certain
Security & Exchange Commission No Action Letters. RETC and TTC are
registered investment advisors under Section 203 of the Investment Advisors
Act of 1940, and are deemed to have beneficial ownership of the shares
indicated above because they hold investment discretion with respect to the
accounts in which the shares are held.
(9) Each entity has sole voting and sole investment power with respect to only
those shares of Common Stock registered in the name of the entity, as
follows: Cortopassi Family Trust, 250,000 shares; Stanislaus Food
4
<PAGE> 9
Products Co., 152,000 shares; San Tomo Partners, 150,000 shares; Sierra
Quality Canners, Inc., 150,000 shares; LICO Brands, Inc., 50,000 shares;
Trecento Investors, Inc., 60,000 shares; DACCO, Inc., 50,000 shares;
Capecchio Foundation, 25,000 shares; Alpinello Investors, Inc., 15,000
shares; VICOR, LLC, 30,000 shares; Wright Tract Partners, LP, 5,000 shares.
The listed entities filed a joint statement on Schedule 13D as members of a
group.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of September 10, 1997
concerning the beneficial ownership of Common Stock of the Company by each
director and nominee of the Company, the Chief Executive Officer and each of the
four most highly compensated executive officers of the Company (the "Named
Executive Officers") and all directors and executive officers of the Company as
a group. Except as otherwise noted, each person has sole voting and sole
investment power with respect to the shares shown:
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS(1)
----------------------------------------------------------- ------------ ----------
<S> <C> <C>
T. Gary Rogers(2)(3)....................................... 1,851,371 13.6%
William F. Cronk, III(2)(4)................................ 1,021,101 7.5%
William R. Oldenburg(5).................................... 81,768 *
Thomas M. Delaplane(6)..................................... 81,444 *
Paul R. Woodland(7)........................................ 68,781 *
Edmund R. Manwell(8)....................................... 32,000 *
John W. Larson(8).......................................... 28,000 *
Timm F. Crull(8)........................................... 12,000 *
Jan L. Booth(9)(10)........................................ 9,100 *
Jack O. Peiffer(8)......................................... 8,000 *
Timothy P. Smucker(10)..................................... 6,000 *
M. Steven Langman(10)...................................... 5,000 *
Directors and Executive Officers as a Group (13
persons)(11)............................................. 3,230,496 23.0%
</TABLE>
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* Less than one percent.
(1) The amounts and percentages indicated as beneficially owned were calculated
pursuant to Rule 13d-3(d)(1) under the Exchange Act which provides that
beneficial ownership of a security is acquired by a person if that person
has the right to acquire beneficial ownership of such security within 60
days through the exercise of a right such as the exercise of an option or
the conversion of a convertible security into Common Stock. Any securities
not outstanding which are subject to options or conversion privileges are
deemed outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by the person who owns the option
or conversion privilege but are not deemed outstanding for the purpose of
computing the percentage of the class owned by any other person.
(2) Includes options to purchase 85,940 shares of Common Stock under the
Company's Stock Option Plan (1992) (the "1992 Plan") exercisable within 60
days, and options to purchase 85,200 shares of Common Stock under the
Company's Stock Option Plan (1993) (the "1993 Plan") exercisable within 60
days.
(3) 1,571,036 and 100,000 of these shares are held directly by the Rogers
Revocable Trust and the Four Rogers Trust, respectively, for which Mr.
Rogers and his wife serve as co-trustees. Mr. Rogers and his wife share the
voting and investment power with respect to such shares. Also includes
9,195 shares held in Mr. Rogers account in the Dreyer's Grand Ice Cream,
Inc. Savings Plan (a 401(k) plan), based upon the most recent available
plan statement.
(4) 849,961 of these shares are held directly by the Cronk Revocable Trust for
which Mr. Cronk and his wife serve as co-trustees. Mr. Cronk and his wife
share the voting and investment power with respect to
5
<PAGE> 10
such shares. Excludes 42,000 shares held in irrevocable trusts for the
benefit of Mr. Cronk's sons. Mr. Cronk does not have voting or investment
power with respect to these 42,000 shares and Mr. Cronk disclaims
beneficial ownership of all of the shares held in these irrevocable trusts.
(5) Includes options to purchase 8,410 shares of Common Stock under the ISO
Plan exercisable within 60 days, options to purchase 12,160 shares of
Common Stock under the 1992 Plan exercisable within 60 days, and options to
purchase 38,160 shares of Common Stock under the 1993 Plan exercisable
within 60 days.
(6) Includes options to purchase 8,410 shares of Common Stock under the
Company's Incentive Stock Option Plan (1982) (the "ISO Plan") exercisable
within 60 days, options to purchase 12,160 shares of Common Stock under the
1992 Plan exercisable within 60 days, and options to purchase 37,360 shares
of Common Stock under the 1993 Plan exercisable within 60 days. Also
includes 6,182 shares held in Mr. Delaplane's account in the Dreyer's Grand
Ice Cream, Inc. Savings Plan (a 401(k) plan), based upon the most recent
available plan statement.
(7) Includes options to purchase 4,306 shares of Common Stock under the ISO
Plan exercisable within 60 days, options to purchase 12,160 shares of
Common Stock under the 1992 Plan exercisable within 60 days, and options to
purchase 36,860 shares of Common Stock under the 1993 Plan exercisable
within 60 days.
(8) Includes options to purchase 8,000 shares of Common Stock under the 1993
Plan exercisable within 60 days.
(9) 2,000 of these shares are held directly by the Herrero/Booth Revocable
Trust for which Ms. Booth and her husband serve as co-trustees. Ms. Booth
and her husband share the voting and investment power with respect to such
shares. Also includes 2,100 shares held by the Herrero Bros. Inc. Employee
Profit Sharing and Retirement Plan & Trust, for which Ms. Booth's husband
serves as a co-trustee and is a plan participant. Ms. Booth disclaims
beneficial ownership of these shares except to the extent of her pecuniary
interest therein.
(10) Includes options to purchase 5,000 shares of Common Stock under the 1993
Plan exercisable within 60 days.
(11) Includes options to purchase 26,316 shares of Common Stock under the ISO
Plan exercisable within 60 days, options to purchase 209,400 shares of
Common Stock under the 1992 Plan exercisable within 60 days, and options to
purchase 345,342 shares of Common Stock under the 1993 Plan exercisable
within 60 days.
MATTER SUBMITTED TO A VOTE OF STOCKHOLDERS
AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND TO EFFECT A TWO-FOR-ONE STOCK SPLIT OF COMMON STOCK.
(A) OVERVIEW
On September 4, 1997, the Board of Directors approved a proposal to amend
the Company's Certificate of Incorporation in order to:
- Increase the number of shares of Common Stock which the Company is
authorized to issue from 30,000,000 to 60,000,000; and
- Split the Common Stock of the Company by changing each issued share of
Common Stock into two shares of Common Stock.
There would be no change in the par value of each share of Common Stock,
which would be $1.00 both before and after the stock split. If adopted, the
amendment and the stock split will be effective at the close of business on
October 30, 1997.
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The full text of the proposed amendment to the Certificate of Incorporation
is set forth in Appendix A to this Proxy Statement. The amendment will not
affect the number of shares of preferred stock authorized, which is 10,000,000
shares, par value $1.00 per share.
(B) PURPOSES AND EFFECTS OF INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK
The increase in authorized shares is necessary to enable the Company to
issue a number of shares sufficient to effect the split and to reserve a
sufficient number to meet all known requirements, and to provide flexibility for
the future.
The proposed amendment would increase the number of shares of Common Stock
which the Company is authorized to issue from 30,000,000 to 60,000,000. The
additional 30,000,000 shares would be a part of the existing class of Common
Stock and, if and when issued, would have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. The holders of Common
Stock of the Company do not have preemptive rights to subscribe to additional
securities that may be issued by the Company, which means that current
stockholders do not have a prior right to purchase any new issue of Common Stock
of the Company in order to maintain their proportionate ownership interest.
As of September 12, 1997, the Company had 13,473,790 shares of Common Stock
issued, and 16,526,210 shares of Common Stock authorized but unissued, of which
approximately 7,705,000 shares were reserved for issuance under the Company's
stock option and employee stock plans, for the exercise of outstanding Common
Stock warrants, and for the conversion of the Company's convertible preferred
stock. The remaining 8,821,210 shares of authorized but unissued shares of
Common Stock were unreserved. If the proposed amendment is adopted, the effect
will be to double each of these amounts. Except for the proposed stock split,
there are no plans, agreements, commitments or understandings for the issuance
of the newly authorized shares, other than the described reserved shares.
(C) PURPOSES AND EFFECTS OF PROPOSED TWO-FOR-ONE STOCK SPLIT
1. General
The Board of Directors anticipates that a two-for-one stock split of Common
Stock of the Company will broaden the market for the shares by increasing the
total shares available for trading and reducing the market price of the Common
Stock to a range more attractive to investors, particularly individuals. The
Company will list the additional shares of Common Stock to be issued to effect
the stock split with the National Association of Securities Dealers, Inc.
Automated Quotation System (Nasdaq) National Market, on which the Company's
Common Stock is currently listed.
If the proposed amendment is adopted, each Common Stock holder of record at
the close of business on October 30, 1997, would become the record owner of, and
entitled to receive a certificate representing, one additional share of Common
Stock for each share of Common Stock then owned of record by such Common Stock
holder. The Company anticipates that certificates representing additional shares
will be mailed on or about November 21, 1997.
2. Federal Income Tax Consequences
The Company has been advised by its tax advisor that the proposed stock
split would result in no gain or loss or realization of taxable income to owners
of Common Stock under existing United States federal income tax laws. The cost
basis for federal tax purposes of each new share and each retained share of
Common Stock immediately following the stock split would be equal to one-half of
the cost basis for federal tax purposes of the retained share immediately
preceding the stock split, and the holding period for the new share issued
pursuant to the stock split would include the holding period for the retained
share of Common Stock. The stock split should not change the amount of federal
tax that would otherwise be payable as the result of a sale of a stockholder's
investment in the Company's Common Stock.
The laws of jurisdictions other than the United States may impose income
taxes on the issuance of the additional shares and stockholders are urged to
consult their tax advisors.
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<PAGE> 12
3. Brokerage Commissions
If a stockholder elects to sell or purchase shares of the Company's Common
Stock following the effectuation of the stock split, stock transfer taxes, if
applicable, may be higher in a transaction involving an equivalent aggregate
market value, because of the greater number of shares involved. Also, because
the stock split will effectively double the number of shares of Common Stock
representing a stockholder's investment in the Company, the stockholders may
have to pay a higher brokerage commission to sell their investment after the
stock split. Stockholders may wish to consult their respective brokers to
ascertain whether any stock transfer taxes would apply and the brokerage
commission that would be charged for disposing of the greater number of shares.
4. Effects on Stock Option and Employee Stock Plans
In accordance with the Company's plans under which stock or stock options
are awarded, it will be necessary to make appropriate adjustments to the number
of shares covered and, where applicable, the exercise prices. From the effective
date of the proposed amendment, shares covered by outstanding stock options will
be doubled and the exercise price per share will be divided by two. Shares
reserved for issuance under the Company's stock option and employee stock plans
will be doubled.
5. Outstanding Common Stock Purchase Warrants
Under the terms of the Company's outstanding common stock purchase
warrants, on the effective date of the proposed stock split the number of shares
covered by the warrants would be doubled and the exercise price per share would
be divided by two. Shares reserved by the Company for issuance upon exercise of
the warrants would be doubled.
6. Effects on Rights Agreement
Under the Company's Amended and Restated Rights Agreement dated March 4,
1991, as amended, the proposed stock split would trigger adjustments in order to
avoid dilution of the benefits under the Rights Agreement.
7. Accounting Treatment
If the proposed amendment is adopted, there will be no change in total
stockholders' equity, but, effective as of the close of business on October 30,
1997, the Company's Common Stock capital account will be increased to reflect
the $1.00 per share par value of the additional shares issued and the capital in
excess of par account will be reduced by a like amount. In either event, there
will be no change in the Company's total stockholders' equity. In addition, the
Company's previously reported net income (loss) per common share and dividends
per common share will be retroactively adjusted to reflect the stock split. The
number of shares of Common Stock of the Company issued and outstanding, and
reserved for issuance, would double.
8. Series B Convertible Preferred Stock
In addition to the Company's Common Stock, the Company's Certificate of
Incorporation currently empowers the Board of Directors to authorize the
issuance of one or more series of preferred stock without stockholder approval.
Pursuant to this authorization, the Company has authorized three (3) series of
preferred stock, of which one series of preferred stock has been issued. As of
September 12, 1997, a total of 1,007,522 shares of Series B Convertible
Preferred Stock were outstanding. No change to the Company's preferred stock
authorization is being requested. Existing holders of Series B Preferred Stock
do not have preemptive rights, nor any other participatory rights other than
voting with respect to the matters covered by this proposal, except that the
ratio and price of conversion of the Series B Preferred Stock into Common Stock
will be proportionately adjusted to reflect the stock split.
8
<PAGE> 13
9. Financial Statements
Financial statements are not included in this proxy statement, as they are
not deemed material to the exercise of prudent judgment with respect to the
proposed amendment of the Company's Certificate of Incorporation and the
two-for-one stock split of Common Stock.
(D) EFFECTIVE DATE OF PROPOSED AMENDMENT AND ISSUANCE OF SHARES FOR STOCK SPLIT
If the proposed amendment to the Certificate of Incorporation of the
Company is adopted by the required vote of stockholders, it will become
effective on October 30, 1997, which will become the record date for the
determination of the owners of Common Stock entitled to certificates
representing the additional shares.
PLEASE DO NOT DESTROY YOUR PRESENT STOCK CERTIFICATES OR SEND THEM TO THE
COMPANY OR THE TRANSFER AGENT. IF THE PROPOSED AMENDMENT IS ADOPTED, YOUR
CERTIFICATES WILL REMAIN VALID FOR THE NUMBER OF SHARES SHOWN ON THEM, AND
SHOULD BE CAREFULLY PRESERVED BY YOU. THE COMPANY ANTICIPATES THAT THE
ADDITIONAL SHARES TO WHICH YOU ARE ENTITLED WILL BE DISTRIBUTED ON OR ABOUT
NOVEMBER 21, 1997 BY DELIVERY OF PHYSICAL CERTIFICATES THROUGH THE MAIL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
VOTING INFORMATION
GENERAL VOTING INFORMATION
A stockholder may (i) vote "FOR" the proposal, (ii) vote "AGAINST" the
proposal or (iii) "ABSTAIN" from voting on the proposal. Shares will be voted as
instructed in the accompanying proxy on the proposal submitted to stockholders.
If there are no instructions from the stockholder on an executed proxy, the
proxy will be voted as recommended by the Board of Directors. Shares cannot be
voted unless a signed proxy card is returned or other specific arrangements are
made to have shares represented at the meeting.
Abstentions and broker non-votes are each included in the determination of
the number of shares present for quorum purposes. Abstentions are counted in
tabulations of votes cast on proposals presented to stockholders. While not
counted as votes for or against a proposal, abstentions have the same effect as
votes against a proposal. Broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
VOTES REQUIRED FOR APPROVAL
The affirmative vote of a majority of the outstanding shares of Common
Stock, including the shares of Common Stock into which the outstanding shares of
Series B Convertible Preferred Stock are convertible on the record date for the
meeting, is required to approve the proposal to amend the Company's Certificate
of Incorporation and effect the two-for-one split of the Common Stock of the
Company.
PROPOSALS OF STOCKHOLDERS
The 1998 Annual Meeting of Stockholders will be held on or about May 13,
1998. Proposals of stockholders intended to be presented at the 1998 Annual
Meeting must be received by the Secretary, Dreyer's Grand Ice Cream, Inc., 5929
College Avenue, Oakland, California 94618 no later than December 1, 1997.
9
<PAGE> 14
OTHER MATTERS
No other business will be transacted at the meeting.
By Order of the Board of Directors,
EDMUND R. MANWELL
Secretary
DREYER'S GRAND ICE CREAM, INC.
Oakland, California
September 17, 1997
10
<PAGE> 15
APPENDIX A
FORM OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
RESOLVED, that Article FIFTH, Paragraph A of this corporation's Certificate
of Incorporation be amended to read in its entirety as follows:
"(A) The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Preferred Stock" and "Common Stock." The number
of shares of Preferred Stock authorized to be issued is Ten Million
(10,000,000) and the number of shares of Common Stock authorized to be
issued is Sixty Million (60,000,000). The stock, whether Preferred Stock or
Common Stock, shall have a par value of $1.00 per share.
Each share of Common Stock of the Corporation issued and outstanding
immediately prior to the close of business on October 30, 1997, that being
the time when the amendment of this Article FIFTH, Paragraph A of the
Certificate of Incorporation shall have become effective, shall be
subdivided and changed and converted into two fully paid and nonassessable
shares of Common Stock, par value $1.00 per share, of the Corporation, and
at the close of business on such date, each holder of record of Common
Stock shall, without further action, be and become the holder of one
additional share of Common Stock for each share of Common Stock held of
record immediately prior thereto. Effective at the close of business on
such date, each certificate representing shares of Common Stock outstanding
immediately prior to such time shall continue to represent the same number
of shares of Common Stock and as promptly as practicable thereafter, the
Corporation shall issue and cause to be delivered to each holder of record
of shares of Common Stock at the close of business on such date an
additional certificate or certificates representing one additional share of
Common Stock for each share of Common Stock held of record immediately
prior thereto."
<PAGE> 16
COPIES OF DREYER'S GRAND ICE CREAM, INC.'S 1996 FORM 10-K REPORT,
A CORPORATE OPERATIONAL AND FINANCIAL REPORT
FILED ANNUALLY WITH THE
SECURITIES AND EXCHANGE COMMISSION,
ARE AVAILABLE WITHOUT CHARGE BUT WITHOUT EXHIBITS
FOR THOSE STOCKHOLDERS WHO WISH TO HAVE MORE DETAILED INFORMATION
ABOUT THE COMPANY.
If you would like a copy, or have any other inquiries
about the Company or your stockholder account, please write to:
WILLIAM C. COLLETT
TREASURER
DREYER'S GRAND ICE CREAM, INC.
5929 COLLEGE AVENUE
OAKLAND, CALIFORNIA 94618
(LOGO)printed on recycled paper
<PAGE> 17
DREYER'S GRAND ICE CREAM, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS ON
OCTOBER 23, 1997
The undersigned hereby appoints T. Gary Rogers, William F. Cronk, III and Edmund
R. Manwell, or any of them, each with power of substitution and revocation, as
the proxy or proxies of the undersigned to represent the undersigned and vote
all shares of Common Stock, $1.00 par value, of DREYER'S GRAND ICE CREAM, INC.,
which the undersigned would be entitled to vote if personally present at the
Special Meeting of Stockholders of DREYER'S GRAND ICE CREAM, INC., to be held at
the offices of the Company, 5929 College Avenue, Oakland, California, at 2:00
p.m. on Thursday, October 23, 1997, and at any postponements or adjournments
thereof, upon the following matter:
(Continued, and to be signed, on reverse side)
<PAGE> 18
<TABLE>
<S> <C> <C>
1. The amendment of the For Against Abstain THE SHARES COVERED BY THIS PROXY
Certificate of Incorporation of [ ] [ ] [ ] WILL BE VOTED IN ACCORDANCE WITH
the Company to increase the number THE CHOICE MADE. WHEN NO CHOICE
of authorized shares of Common IS MADE, THIS PROXY WILL BE VOTED
Stock of the Company from thirty FOR PROPOSAL 1.
million (30,000,000) to sixty
million (60,000,000) and to effect The Special Meeting of Stockholders
a two-for-one stock split of the may be held as scheduled only if a
Common Stock. majority of the shares outstanding
are represented at the meeting by
attendance or proxy. Accordingly,
please complete this proxy and return
it promptly in the enclosed
envelope.
</TABLE>
Signature(s)___________________________________________________________________
Dated______________________________________, 1997
Please date and sign exactly as your name(s) appears on your shares. If signing
for estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.
