<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, 1997
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
- --------------------------------------------------------------------------------
<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, 1997 and 1996 2 - 3
Statements of Changes in Net Assets Available for Plan Benefits, with Fund
Information, for the Years Ended December 31, 1997 and 1996 4 - 5
Notes to Financial Statements 6 - 9
ADDITIONAL INFORMATION:
Schedule I - Assets Held for Investment at December 31, 1997 10
Schedule V - Series of Transactions During the Year Ended December 31, 1997
in Excess of 5% of the Current Value of
Plan Assets at December 31, 1996 11
</TABLE>
Note: Schedules II, 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
benefits, with fund information, and the related statements of changes in net
assets available for benefits, with fund information, present fairly, in all
material respects, the net assets available for benefits, with fund information,
of the Dreyer's Grand Ice Cream, Inc. Savings Plan (the Plan) at December 31,
1997 and 1996, and the changes in net assets available for 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 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 benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. Schedules I 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
San Francisco, California
May 29, 1998
-1-
<PAGE> 4
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SCHWAB LOOMIS JURIKA &
STABLE SAYLES BOND VOYLES RAINIER CORE
VALUE INSTITUTIONAL BALANCED EQUITY
FUND FUND FUND FUND
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Collective investment trusts $ 3,634,354 $ -- $ -- $ --
Common stock -- -- -- --
Interest in pooled funds -- 46,157 5,712,812 13,098,798
Participant loans -- -- -- --
------------ ------------ ------------ ------------
3,634,354 46,157 5,712,812 13,098,798
Contributions receivable:
Employee -- -- -- --
Employer 34,486 12,198 124,820 272,703
Accrued dividends receivable -- -- -- --
Interfund transfers receivable/(payable) (5,596) -- (6,824) --
------------ ------------ ------------ ------------
Net assets available for Plan benefits $ 3,663,244 $ 58,355 $ 5,830,808 $ 13,371,501
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
BT SCHWAB S&P
INVESTMENT SELECT
STOCK INTERNATIONAL SHARE LOAN
FUND FUND FUND FUND CASH TOTAL
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Collective investment trusts $ -- $ -- $ -- $ -- $ -- $ 3,634,354
Common stock 8,602,622 -- -- -- -- 8,602,622
Interest in pooled funds 16,893 54,035 20,871,527 -- -- 39,800,222
Participant loans -- -- -- 1,699,800 -- 1,699,800
------------ ------------ ------------ ------------ ------------ ------------
8,619,515 54,035 20,871,527 1,699,800 -- 53,736,998
Contributions receivable:
Employee -- -- -- -- -- --
Employer 216,777 14,162 435,599 -- -- 1,110,745
Accrued dividends receivable 2,281 -- -- -- -- 2,281
Interfund transfers receivable/
(payable) -- -- (2,734) -- 15,154 --
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for Plan benefits $ 8,838,573 $ 68,197 $ 21,304,392 $ 1,699,800 $ 15,154 $ 54,850,024
============ ============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE> 5
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT TERM BALANCED EQUITY STOCK
FUND FUND FUND FUND
------------ ------------ ------------ ------------
<S> <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
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
Contributions receivable:
Employee 16,275 38,710 57,378 59,422
Employer 73,813 194,075 333,701 291,538
Accrued dividends receivable 2,278 745 -- 1,441
Inter-fund transfers receivable/(payable) (16,728) 19,381 35,131 (4,444)
Cash 14 71 32 40
------------ ------------ ------------ ------------
Net assets available for Plan benefits $ 2,682,117 $ 4,802,705 $ 9,133,237 $ 5,383,781
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
MASTERWORKS LOAN
FUND FUND TOTAL
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Investments at fair value:
Corporate debt instruments $ -- $ -- $ 1,003,390
Common stock -- -- 13,423,893
Interest in pooled funds 11,269,035 -- 12,479,535
U.S. government securities -- -- 5,261,184
Participant loans -- 1,499,285 1,499,285
------------ ------------ ------------
11,269,035 1,499,285 33,667,287
Contributions receivable:
Employee 84,780 -- 256,565
Employer 421,859 -- 1,314,986
Accrued dividends receivable 212,470 -- 216,934
Inter-fund transfers receivable/(payable) (33,340) -- --
Cash -- -- 157
------------ ------------ ------------
Net assets available for Plan benefits $ 11,954,804 $ 1,499,285 $ 35,455,929
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 6
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, 1997
- -------------------------------------------------------------------------
<TABLE>
<CAPTION>
SCHWAB LOOMIS JURIKA &
STABLE SAYLES BOND VOYLES RAINIER CORE
VALUE INSTITUTIONAL BALANCED EQUITY STOCK
FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Interest $ 178,795 $ 256 $ 181,625 $ 200,851 $ 35,229
Dividends -- 1,341 209,742 1,752,883 56,008
Realized and unrealized
gains/(losses), net 51,385 (1,235) 382,804 611,566 3,458,831
------------ ------------ ------------ ------------ ------------
230,180 362 774,171 2,565,300 3,550,068
Contributions:
Employee 320,712 3,341 765,087 1,458,401 1,165,113
Employer 34,486 12,198 124,820 272,703 216,777
Employee rollovers from
other qualified plans 4,379 -- 15,469 58,870 31,543
Transfer of assets from
merged plan 793,881 -- 549,099 832,861 85,751
------------ ------------ ------------ ------------ ------------
Total additions 1,383,638 15,901 2,228,646 5,188,135 5,049,252
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefit and loan payments 202,203 -- 271,087 507,414 250,790
Administrative expenses 15,024 18 34,255 69,090 33,881
------------ ------------ ------------ ------------ ------------
Total deductions 217,227 18 305,342 576,504 284,671
------------ ------------ ------------ ------------ ------------
Net increase 1,166,411 15,883 1,923,304 4,611,631 4,764,581
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 2,682,117 -- 4,802,705 9,133,237 5,383,781
Transfers (185,284) 42,472 (895,201) (373,367) (1,309,789)
------------ ------------ ------------ ------------ ------------
End of year $ 3,663,244 $ 58,355 $ 5,830,808 $ 13,371,501 $ 8,838,573
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
BT SCHWAB S & P
INVESTMENT SELECT
INTERNATIONAL SHARE LOAN
FUND FUND FUND CASH TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Interest $ 175 $ 19,459 $ 120,123 $ -- $ 736,513
Dividends 66 316,328 -- -- 2,336,368
Realized and
unrealized gains/
(losses), net 824 3,546,472 -- -- 8,050,647
------------ ------------ ------------ ------------ ------------
1,065 3,882,259 120,123 -- 11,123,528
Contributions:
Employee 5,036 2,074,639 -- -- 5,792,329
Employer 14,162 435,599 -- -- 1,110,745
Employee rollovers from
other qualified plans -- 120,185 103,106 -- 333,552
Transfer of assets from
merged plan -- 1,015,309 -- -- 3,276,901
------------ ------------ ------------ ------------ ------------
Total additions 20,263 7,527,991 223,229 -- 21,637,055
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefit and loan payments -- 714,638 88,928 -- 2,035,060
Administrative expenses 9 55,623 -- -- 207,900
------------ ------------ ------------ ------------ ------------
Total deductions 9 770,261 88,928 -- 2,242,960
------------ ------------ ------------ ------------ ------------
Net increase 20,254 6,757,730 134,301 -- 19,394,095
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year -- 11,954,804 1,499,285 -- 35,455,929
Transfers 47,943 2,591,858 66,214 15,154 --
------------ ------------ ------------ ------------ ------------
End of year $ 68,197 $ 21,304,392 $ 1,699,800 $ 15,154 $ 54,850,024
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 7
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
- -------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT TERM BALANCED EQUITY STOCK MASTERWORKS LOAN
FUND FUND FUND FUND FUND FUND TOTAL
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Interest $ 138,703 $ 134,148 $ 139,709 $ 15,137 $ 329 $ 127,425 $ 555,451
Dividends -- 31,824 86,987 36,395 362,591 -- 517,797
Realized and unrealized
gains/(losses), net -- 348,135 1,031,666 (695,724) 1,574,478 -- 2,258,555
----------- ----------- ----------- ----------- ----------- ----------- -----------
138,703 514,107 1,258,362 (644,192) 1,937,398 127,425 3,331,803
Contributions:
Employee 334,468 670,338 1,151,408 1,042,516 1,300,732 -- 4,499,462
Employer 73,813 194,075 333,701 291,539 421,859 -- 1,314,987
Employee rollovers from other
qualified plans 51,242 197,320 55,853 69,570 112,919 -- 486,904
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total additions 598,226 1,575,840 2,799,324 759,433 3,772,908 127,425 9,633,156
----------- ----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Benefit and loan payments 459,454 307,535 615,117 384,813 489,736 110,164 2,366,819
Administrative expenses 19,201 45,113 83,315 37,349 53,715 -- 238,693
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total deductions 478,655 352,648 698,432 422,162 543,451 110,164 2,605,512
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase 119,571 1,223,192 2,100,892 337,271 3,229,457 17,261 7,027,644
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 2,865,685 4,171,808 7,498,010 5,354,853 7,379,848 1,158,081 28,428,285
Transfers (303,139) (592,295) (465,665) (308,343) 1,345,499 323,943 --
----------- ----------- ----------- ----------- ----------- ----------- -----------
End of year $ 2,682,117 $ 4,802,705 $ 9,133,237 $ 5,383,781 $11,954,804 $ 1,499,285 $35,455,929
----------- ----------- ----------- ----------- ----------- ----------- -----------
</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). Effective
October 1, 1997, the Plan is administered by the Plan's Administrative
Committee (the Committee) and all investments and cash are held by
Charles Schwab Trust Company (the Trustee). Schwab Retirement Plan
Services provides record keeping services for the Plan. Prior to October
1, 1997, all investments and cash were held by Imperial Trust Company,
while Watson Wyatt provided record keeping and consultation services and
an investment manager provided 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"
coinciding with or 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 1997 and 1996, $182,555 and $134,612, 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.
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<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.
TRANSFER OF ASSETS FROM MERGED PLAN
During 1996, the Company acquired the remaining 50.3% of the outstanding
common stock of M-K-D Distributors, Inc. (M-K-D). Effective April 1,
1997, the M-K-D 401(k) Profit Sharing Plan and Trust (M-K-D Plan) was
merged with the Plan. In conjunction with this merger, $3,276,901 from
the M-K-D Plan was transferred to the Plan on that date.
PARTICIPANT ACCOUNT VALUATION
Each participant's account is valued at the last quoted sales price of
each business day, including the last business day of the Plan year. The
valuation is based on all contributions, withdrawals, investment income,
and realized and unrealized gains and losses since the previous business
day.
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 participant's accounts are credited for the
return on his investment in proportion to his investment in the
respective fund within the Plan.
Investment options in the Plan include seven funds: a short-term
investment fund, a bond fund, a balanced fund, an equity fund, an
international equity fund, a stock fund (comprised of the Company's
common stock) and an S&P 500 fund.
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
-7-
<PAGE> 10
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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.
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
business day 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
1997 and 1996, loans made totaled $698,895 and $854,530, respectively.
During 1997 and 1996, loan repayments totaled $528,638 and $403,162,
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,
------------------------
1997 1996
----------- -----------
<S> <C> <C>
INTEREST IN POOLED FUNDS:
Rainier Core Equity Fund $13,098,798 $ --
Jurika & Voyles Balanced Fund 5,712,812 --
Schwab Stable Value Fund 3,634,354 --
Schwab S & P 500 Index Fund 20,871,527 --
BZW Barclays MasterWorks
S&P 500 Stock Fund -- 11,269,035
COMMON STOCK:
Dreyer's Grand Ice Cream, Inc. 8,602,622 4,790,684
</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. 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.
-9-
<PAGE> 12
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1997 SCHEDULE I
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR COST OF CURRENT
DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE
---------- ----------- -----------
<S> <C> <C> <C>
INTEREST IN POOLED FUNDS
Schwab Stable Value Fund 333,712 $ 3,586,244 $ 3,634,354
Jurika & Voyles Balanced Fund 385,740 6,088,046 5,712,812
Rainier Core Equity Fund 601,138 14,570,303 13,098,798
BT Investment International Fund 2,694 53,210 54,035
Loomis Sayles Bond Institutional Fund 3,598 48,587 46,157
Schwab S&P Select Share Fund 1,396,089 20,792,921 20,871,527
COMMON STOCK
Dreyer's Grand Ice Cream 373,568 5,549,559 8,619,515
LOANS TO PARTICIPANTS
(maturing from 1/1/98 to 6/1/03; 7.25% to 11%) -- 1,699,800
----------- -----------
$50,688,870 $53,736,998
=========== ===========
</TABLE>
-10-
<PAGE> 13
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
SERIES OF TRANSACTIONS DURING THE YEAR ENDED
DECEMBER 31, 1997 IN EXCESS OF 5% OF THE CURRENT
VALUE OF PLAN ASSETS AT DECEMBER 31, 1996 *SCHEDULE V
<TABLE>
<CAPTION>
PARTY DESCRIPTION OF NUMBER OF PURCHASE
INVOLVED ASSET TRANSACTIONS PRICE
------------------------------- ------------ -----------
<S> <C> <C> <C>
Imperial Trust Co. SEI Liquid Asset Trust-Treasury 240
Imperial Trust Co. MasterWorks Funds Inc. 29
Imperial Trust Co. SEI Liquid Asset Trust-Treasury 294 $54,537,200
Imperial Trust Co. MasterWorks Funds Inc. 34 4,063,637
Charles Schwab Trust Co. Jurika & Voyles Balanced Fund 30 6,606,598
Schwab Stable Value Fund 32 4,013,293
Rainier Core Equity Fund 38 14,515,281
Schwab S&P Select Share Fund 42 20,899,574
</TABLE>
<TABLE>
<CAPTION>
CURRENT
PARTY SELLING COST OF VALUE ON REALIZED
INVOLVED PRICE ASSET DISPOSED TRANSACTION DATE GAIN(LOSS)
----------- -------------- ---------------- ----------
<S> <C> <C> <C> <C>
Imperial Trust Co. $57,382,700 $57,382,700 $57,382,700 $ -
Imperial Trust Co. 18,800,332 12,473,429 18,800,332 6,326,903
Imperial Trust Co. 54,537,200 -
Imperial Trust Co. 4,063,637 -
Charles Schwab Trust Co. 6,606,598 -
4,013,293 -
14,515,281 -
20,899,574 -
</TABLE>
*Transactions or series of transactions in excess of five percent of the current
value of the Plan's assets as of December 31, 1996 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
-11-
<PAGE> 14
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 26, 1998 By: /s/ William C. Collett
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William C. Collett
Member of Dreyer's Grand Ice Cream,
Inc. Savings Plan Administrative
Committee, as Plan Administrator
By: /s/ Jeffrey R. Shields
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Jeffrey R. Shields
Member of Dreyer's Grand Ice Cream,
Inc. Savings Plan Administrative
Committee, as Plan Administrator
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<PAGE> 15
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 May 29, 1998 appearing on
page 1 of this Form 11-K.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
San Francisco, California
June 26, 1998
