<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, 1998
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 Benefits, with Fund Information,
at December 31, 1998 and 1997 2 - 3
Statements of Changes in Net Assets Available for Benefits, with Fund
Information, for the Years Ended December 31, 1998 and 1997 4 - 5
Notes to Financial Statements 6 - 10
ADDITIONAL INFORMATION:
Schedule I - Assets Held for Investment Purposes at December 31, 1998 11
Schedule V - Reportable Transactions - Series of Transactions During the
Year Ended December 31, 1998 in Excess of 5% of the Current Value of
Plan Assets at December 31, 1997 12
</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
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Dreyer's Grand Ice Cream, Inc. Savings Plan (the Plan) at December 31,
1998 and 1997, and the changes in net assets available for benefits 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
audits 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes (Schedule I - Item 27a) and Reportable Transactions
(Schedule V - Item 27d) are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
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 plan benefits and changes in net assets available for
benefits of each fund. These supplemental schedules and fund information are the
responsibility of the Plan's management. The supplemental schedules and 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.
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
June 4, 1999
<PAGE> 4
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<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>
ASSETS
Investments at fair value:
Collective investments
trusts $ 4,323,213 $ -- $ -- $ -- $ --
Common stock -- -- -- -- 10,627,672
Interest in master trust -- 441,570 -- -- --
Interest in pooled funds -- -- 5,496,817 14,640,841 674
Participant loans -- -- -- -- --
Cash -- -- -- -- --
----------- ----------- ----------- ----------- -----------
4,323,213 441,570 5,496,817 14,640,841 10,628,346
Contributions receivable
(payable):
Employee 10,583 2,864 18,362 38,424 31,238
Employer (99,481) 23,311 141,634 331,097 308,492
Accrued dividends
receivable -- -- 35,081 -- --
Other receivables 2 -- -- 43 12
----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $ 4,234,317 $ 467,745 $ 5,691,894 $15,010,405 $10,968,088
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
BT SCHWAB S & P
INVESTMENT SELECT
INTERNATIONAL SHARE LOAN
FUND FUND FUND CASH TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Collective investments
trusts $ -- $ -- $ -- $- $ 4,323,213
Common stock -- -- -- -- 10,627,672
Interest in master trust -- -- -- -- 441,570
Interest in pooled funds 617,594 24,761,882 -- -- 45,517,808
Participant loans -- -- 2,753,732 -- 2,753,732
Cash -- -- -- 2,838 2,838
----------- ----------- ----------- ----------- -----------
617,594 24,761,882 2,753,732 2,838 63,666,833
Contributions receivable
(payable):
Employee 3,782 62,837 -- -- 168,090
Employer 28,114 543,434 -- -- 1,276,601
Accrued dividends
receivable -- -- -- -- 35,081
Other receivables 4 46 -- -- 107
----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $ 649,494 $25,368,199 $ 2,753,732 $ 2,838 $65,146,712
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
-2-
<PAGE> 5
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, AT
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Schwab Loomis Jurika & Rainier
Stable Sayles Bond Voyles Core
Value Institutional Balanced Equity Stock
Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Collective investments
trusts $ 3,634,354 $ -- $ -- $ -- $ --
Common stock -- -- -- -- 8,602,622
Interest in master trust 46,157
Interest in pooled
funds -- 5,712,812 13,098,798 16,893
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
3,634,354 46,157 5,712,812 13,098,798 8,619,515
Contributions receivable:
Employee -- -- -- -- --
Employer 34,486 12,198 124,820 272,703 216,777
Accrued dividends
receivable -- -- -- -- 2,281
Inter-fund transfers
receivable(payable) (5,596) -- (6,824) -- --
------------ ------------ ------------ ------------ ------------
Net assets available
for benefits $ 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>
Assets
Investments at fair value:
Collective investments
trusts $ -- $ -- $ -- $ -- $ 3,634,354
Common stock -- -- -- -- 8,602,622
Interest in master trust 46,157
Interest in pooled
funds 54,035 20,871,527 -- -- 39,754,065
Participant loans -- -- 1,699,800 -- 1,699,800
------------ ------------ ------------ ------------ ------------
54,035 20,871,527 1,699,800 -- 53,736,998
Contributions receivable:
Employee -- -- -- -- --
Employer 14,162 435,599 -- -- 1,110,745
Accrued dividends
receivable -- -- -- -- 2,281
Inter-fund transfers
receivable(payable) -- (2,734) -- 15,154 --
------------ ------------ ------------ ------------ ------------
Net assets available
for benefits $ 68,197 $ 21,304,392 $ 1,699,800 $ 15,154 $ 54,850,024
------------ ------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE> 6
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<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 $ 13,867 $ -- $ 23,367 $ 47,088 $ 45,619
Dividends -- -- 503,440 741,861 41,830
Realized and unrealized
gains/(losses), net 216,331 -- (134,895) 1,756,771 (2,353,639)
Beneficial interest in
investment income of
master trust -- 23,424 -- -- --
------------ ------------ ------------ ------------ ------------
230,198 23,424 391,912 2,545,720 (2,266,190)
Contributions:
Employee 315,748 83,267 691,395 1,504,079 1,213,296
Employer (9,175) 23,262 125,895 305,123 298,947
Employee rollovers from
other qualified plans 25,123 4,874 70,448 143,629 167,931
------------ ------------ ------------ ------------ ------------
Total additions 561,894 134,827 1,279,650 4,498,551 (586,016)
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefit and loan
payments 614,374 25,632 410,820 1,021,389 402,277
Administrative expenses 8,365 574 11,901 28,732 20,095
------------ ------------ ------------ ------------ ------------
Total deductions 622,739 26,206 422,721 1,050,121 422,372
------------ ------------ ------------ ------------ ------------
Net increase (decrease) (60,845) 108,621 856,929 3,448,430 (1,008,388)
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 3,663,244 58,355 5,830,808 13,371,501 8,838,573
Transfers 631,918 300,769 (995,843) (1,809,526) 3,137,903
------------ ------------ ------------ ------------ ------------
End of year $ 4,234,317 $ 467,745 $ 5,691,894 $ 15,010,405 $ 10,968,088
------------ ------------ ------------ ------------ ------------
</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 $ 3,279 $ 75,613 $ -- $ -- $ 208,833
Dividends 1,613 228,277 -- -- 1,517,021
Realized and unrealized
gains/(losses), net 14,754 5,223,386 -- -- 4,722,708
Beneficial interest in
investment income of
master trust -- -- -- -- 23,424
------------ ------------ ------------ ------------ ------------
19,646 5,527,276 -- -- 6,471,986
Contributions:
Employee 111,466 2,458,061 -- -- 6,377,312
Employer 27,875 505,919 -- -- 1,277,846
Employee rollovers from
other qualified plans 64,047 257,698 -- -- 733,750
------------ ------------ ------------ ------------ ------------
Total additions 223,034 8,748,954 -- -- 14,860,894
------------ ------------ ------------ ------------ ------------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefit and loan
payments 30,683 1,699,179 241,973 -- 4,446,327
Administrative expenses 917 47,295 -- -- 117,879
------------ ------------ ------------ ------------ ------------
Total deductions 31,600 1,746,474 241,973 -- 4,564,206
------------ ------------ ------------ ------------ ------------
Net increase (decrease) 191,434 7,002,480 (241,973) -- 10,296,688
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 68,197 21,304,392 1,699,800 15,154 54,850,024
Transfers 389,863 (2,938,673) 1,295,905 (12,316) --
------------ ------------ ------------ ------------ ------------
End of year $ 649,494 $ 25,368,199 $ 2,753,732 $ 2,838 $ 65,146,712
------------ ------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE> 7
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR 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 $ -- $ 181,625 $ 200,851 $ 35,229
Dividends -- -- 209,742 1,752,883 56,008
Realized and unrealized
gains/(losses), net 51,385 -- 382,804 611,566 3,458,831
Beneficial interest in
investment income of
master trust -- 362 -- -- --
------------ ------------ ------------ ------------ ------------
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
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 $- $ 736,257
Dividends 66 316,328 -- -- 2,335,027
Realized and unrealized
gains/(losses), net 824 3,546,472 -- -- 8,051,882
Beneficial interest in
investment income of
master trust -- -- -- -- 362
------------ ------------ ------------ ------------ ------------
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
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.
-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 full-time 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 thirty days of employment. All
part-time employees are eligible to participate in the Plan on the next
"entry date" coinciding with or following twelve months of employment
and at least 1,000 hours of service in the Plan year. 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 has been employed by
-6-
<PAGE> 9
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
the Company for twelve months and has completed at least 1,000 hours of
service in the Plan year or who retired, died or was disabled during the
Plan year.
During 1998 and 1997, $174,262 and $182,555, 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.
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.
-7-
<PAGE> 10
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 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 benefits, with
fund information, in the period during which the market value change
occurs.
-8-
<PAGE> 11
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 benefits, with fund information. During 1998
and 1997, loans made totaled $2,010,976 and $698,895, respectively.
During 1998 and 1997, loan repayments totaled $957,044 and $528,638,
respectively.
3. INVESTMENTS
Investments representing 5% or more of net assets available for benefits
were as follows:
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Collective Investments Trusts
Schwab Stable Value Fund $ 4,323,213 $ 3,634,354
Interest in Pooled Funds:
Rainer Core Equity Fund 14,640,841 13,098,798
Jurika & Voyles Balanced Fund 5,496,817 5,712,812
Schwab S & P Select Share Fund 24,761,882 20,871,527
COMMON STOCK:
Dreyer's Grand Ice Cream, Inc. 10,627,672 8,602,622
</TABLE>
4. INVESTMENTS IN MASTER TRUST
Certain assets of the Plan are held in the Dreyer's Grand Ice Cream,
Inc. Master Trust (the "Master Trust"). The Master Trust is a pooling of
the Plan's and the Dreyer's Grand Ice Cream, Inc. Money Purchase Pension
Plan's investment in the Loomis Sayles Bond Institutional Fund.
Investments in the Master Trust are valued at the last quoted sales
price of each business day. The net assets, investment income and gains
and losses are allocated based on the pro-rata portion of each plan's
interest in the Master Trust.
-9-
<PAGE> 12
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The Plan's percentage interest in the Master Trust at December 31, 1998
and 1997 was 2.3% and 0.3%, respectively. The changes in net assets of
the Plan's interest in the Master Trust, and related amounts of
investment income, for the years ended December 31, 1998 and 1997 were
as follows:
<TABLE>
<CAPTION>
Years ended December 31,
1998 1997
<S> <C> <C>
Changes in net assets
Increase in fair value of investments $ 395,413 $ 46,157
--------- ---------
Investment income
Interest $ 2,027 $ 256
Dividends 49,610 1,341
Realized and unrealized gains/(losses), net (28,213) (1,235)
--------- ---------
$ 23,424 $ 362
========= =========
</TABLE>
5. 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.
6. RECONCILIATION TO FORM 5500
Due to several minor differences arising during the conversion of record
keepers (Note 1), net assets as presented in the Form 5500 were $6,639
greater at December 31, 1997 than net assets presented in the financial
statements. The effects of correcting these insignificant differences
were recorded in 1998.
7. 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. Effective August 1, 1998, the Plan was amended to change the
Plan's eligibility requirements, as defined in Note 1. 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 PURPOSES AT DECEMBER 31, 1998 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 375,719 $ 4,103,764 $ 4,323,213
Jurika & Voyles Balanced Fund 379,877 5,901,652 5,496,817
Rainier Core Equity Fund 588,932 14,161,865 14,640,841
BT Investment International Fund 25,542 595,681 617,594
Schwab S&P Select Share Fund 1,303,943 19,997,975 24,761,882
Schwab Treasury U.S. Money Market Fund 674 674 674
COMMON STOCK
Dreyer's Grand Ice Cream 702,656 10,513,548 10,627,672
OTHER INVESTMENTS
Cash 2,838 2,838
LOANS TO PARTICIPANTS
(maturing from 1/1/99 to 1/1/04; 7% to 11%) -- 2,753,732
----------- -----------
$55,277,997 $63,225,263
----------- -----------
</TABLE>
-11-
<PAGE> 14
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
REPORTABLE TRANSACTIONS
SERIES OF TRANSACTIONS DURING THE YEAR ENDED
DECEMBER 31, 1998 IN EXCESS OF 5% OF THE CURRENT
VALUE OF PLAN ASSETS AT DECEMBER 31, 1997 * SCHEDULE V
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Number Cost of Value on
Party Description of of Purchase Selling Asset Transaction Realized
Involved Asset Transactions Price Price Disposed Date Gain(Loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Charles Schwab Dreyer's Common Stock 221 $ 7,353,647 $ - $ - $ 7,353,647 $ -
Trust Co.
Dreyer's Common Stock 222 - 2,974,653 2,964,268 2,974,653 10,385
Schwab Stable Value Fund 188 3,570,857 3,570,857 -
Schwab Stable Value Fund 212 - 3,098,213 3,052,032 3,098,213 46,181
Rainier Core Equity Fund 171 3,966,498 3,966,498 -
Rainier Core Equity Fund 224 - 4,181,236 4,376,898 4,181,236 (195,662)
Schwab S&P Select Share
Fund 188 5,992,722 - - 5,992,722 -
Schwab S&P Select Share
Fund 231 - 7,327,931 6,791,849 7,327,931 536,082
Schwab Treasury U.S. Money
Market 224 7,305,856 - - 7,305,856 -
Schwab Treasury U.S. Money
Market 231 - 7,317,387 7,317,387 7,317,387 -
BT Investment
International Fund 141 1,678,740 - - 1,678,740 -
BT Investment
International Fund 115 - 1,129,949 1,136,284 1,129,949 (6,335)
Jurika & Voyles Balanced
Fund 138 1,877,797 - - 1,877,797 -
Jurika & Voyles Balanced
Fund 218 - 1,958,899 2,064,557 1,958,899 (105,658)
Loan Fund 145 2,011,029 - - 2,011,029 -
Loan Fund 106 - 957,097 957,097 957,097 -
</TABLE>
* Transactions or series of transactions in excess of five percent of the
current value of the Plan's assets as of December 31, 1997 as defined in
Section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
-12-
<PAGE> 15
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 25, 1999
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> 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 June 4, 1999 appearing on page 1 of this Form 11-K.
PRICEWATERHOUSECOOPERS LLP
San Francisco, California
June 25, 1999
