<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
DREYER'S GRAND ICE CREAM, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
26187810
(CUSIP Number)
James H. Ball, Esq. with a copy to:
Senior Vice President, Secretary Michael W. Sturrock, Esq.
and General Counsel Latham & Watkins
Nestle Holdings, Inc. 633 West Fifth Street
c/o Nestle USA, Inc. Suite 4000
800 North Brand Boulevard Los Angeles, California 90071
Glendale, California 91203 (213) 485-1234
(818) 549-7050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check
the following box if a fee is being paid with the statement. [ ] (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
- --------------------------- ---------------------------
CUSIP No. 26187810
- --------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF PERSON
NESTLE HOLDINGS, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,112,016
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,112,016
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,112,016
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
SCHEDULE 13D
- --------------------------- ---------------------------
CUSIP No. 26187810
- --------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF PERSON
NESTLE S.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,112,016
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,112,016
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,112,016
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
This Amendment No. 7 amends and restates in its entirety the Schedule
13D previously filed by Nestle Holdings, Inc., a Delaware corporation
("Holdings") and Nestle S.A., a corporation organized under the laws of
Switzerland ("Nestle") on May 16, 1994, as amended and restated by Amendment No.
1 to Schedule 13D filed on June 16, 1994, as amended by Amendment No. 2 to
Schedule 13D filed on October 5, 1994, as amended by Amendment No. 3 to Schedule
13D filed on April 7, 1995, as amended by Amendment No. 4 to Schedule 13D filed
on March 12, 1997, as amended and restated by Amendment No. 5 to Schedule 13D
filed on June 17, 1997, and as amended by Amendment No. 6 to Schedule 13D filed
on June 18, 1997 (as so amended, the "Schedule 13D"), and relates to the shares
of Common Stock, $1.00 par value per share (the "Shares"), of Dreyer's Grand Ice
Cream, Inc., a Delaware corporation (the "Issuer"). All references to Shares
beneficially owned and outstanding herein give effect to the two-for-one
stock-split the Issuer consummated on November 18, 1997.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by Nestle Holdings, Inc., a
Delaware corporation ("Holdings") and Nestle S.A., a corporation organized under
the laws of Switzerland ("Nestle" and, together with Holdings, the "Reporting
Persons"). Holdings is a wholly-owned subsidiary of Nestle.
Holdings is principally engaged in the business of holding United
States operating subsidiaries which produce and distribute food and beverage
products. The address of its principal business and principal office is Merritt
View, 383 Main Avenue, 5th Floor, Norwalk, Connecticut 06851. Nestle is a
holding company which holds interests in worldwide operating companies which:
manufacture and sell food and beverage products throughout the world; engage in
research and development activities; manufacture and sell cosmetic products; and
develop, manufacture and sell pharmaceutical products. The address of its
principal business and principal office is Ave Nestle 55, CH-1800 Vevey,
Switzerland.
For information with respect to the identity and background of (i) each
executive officer and director of Holdings and (ii) each executive officer and
director of Nestle, see Schedule I hereto.
During the last five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any person named in Schedule I: (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Holdings borrowed the $106,000,000 used for its acquisition of
6,000,000 Shares and Series A Warrants to purchase 2,000,000 Shares (the "Series
A Warrants") and the Series B Warrants to purchase 2,000,000 Shares (the "Series
B Warrants") from an indirect wholly-owned subsidiary of Holdings. Such
acquisition was effected pursuant to the Purchase Agreement defined and
described in Items 4 and 6 below. As described in Item 6 below, on June 14,
1997, the Series A Warrants expired unexercised and on June 14, 1999, the Series
B Warrants expired unexercised.
Holdings used $1,425,200 in working capital to fund its acquisition of
an additional 112,016 Shares pursuant to the Right of First Refusal Agreements
defined and described in Item 6 below.
ITEM 4. PURPOSE OF TRANSACTION.
Holdings acquired the 6,112,016 Shares (and may be acquiring additional
Shares if Holdings' rights of first refusal under the Right of First Refusal
Agreements (as defined in Item 6, below) and preemptive rights (as described in
Item 6, below) are exercised) for investment purposes. As described in Item 6
<PAGE> 5
below, on June 14, 1997, the Series A Warrants expired unexercised and on June
14, 1999, the Series B Warrants expired unexercised. A significant aspect of
Holdings' investment analysis with respect to its acquisition of such securities
related to the concurrent distribution relationship between Nestle USA-Food
Division, Inc., formerly known as Nestle Ice Cream Company ("NICC"), an
affiliate of Holdings, and the Issuer pursuant to the Distributor Agreement
entered into by NICC and the Issuer on June 14, 1994 (the "Distributor
Agreement"). Pursuant to the Distributor Agreement, the Issuer distributes
NICC's ice cream novelty products in certain domestic markets. The execution of
such agreement by NICC and the Issuer satisfied a condition to closing under the
Purchase Agreement, which closing occurred on June 14, 1994 after the
satisfaction of certain customary closing conditions ("Closing").
Holdings entered into a Stock and Warrant Purchase Agreement dated as
of May 6, 1994 with the Issuer, as amended (the "Purchase Agreement"), pursuant
to which Holdings is subject to a number of so-called "standstill" restrictions,
including limitations on the number of Shares which Holdings can beneficially
own, such ownership limitations ranging from 25% to less than 35% of the Shares
on a Fully Diluted (as defined in the Purchase Agreement) basis depending upon
the circumstances and certain conditions described in the Purchase Agreement and
Right of First Refusal Agreements (the "Standstill Restrictions"). Pursuant to
the Standstill Restrictions, after June 14, 1997 Holdings may "submit any number
of acquisition proposals" to the Board of Directors of the Issuer, provided that
any such "submission(s) would not require public disclosure thereof" by the
Issuer or Holdings.
Holdings is also subject to various restrictions on its ability to sell
the Shares (the "Transfer Restrictions"). Pursuant to such restrictions, on and
after June 14, 1997, Holdings may, in addition to certain other permitted
transfers described in the Purchase Agreement, transfer the Shares provided that
such transfer is (i) in a public distribution, (ii) pursuant to Rule 144 of the
Securities Act of 1933, as amended or (iii) in a private sale to an
institutional or financial purchaser who would not, after giving effect to the
sale, beneficially own, either individually or in the aggregate with such
purchaser's affiliates, more than 5% of the Issuer's outstanding common stock,
on a Fully Diluted basis. If the sale would cause such purchaser's beneficial
ownership to exceed 5%, Holdings must obtain the Issuer's consent.
Pursuant to the Registration Rights Agreement (as defined in Item 6
below), on and after June 14, 1997, Holdings is entitled to exercise certain
registration rights with respect to the Shares purchased by it under the terms
of the Purchase Agreement and the Right of First Refusal Agreements. These
rights generally include the ability to make three demand registrations (with a
fourth demand under certain circumstances) and an unlimited number of
"piggyback" registrations.
Holdings presently intends generally to maintain the percentage
beneficial ownership of the Shares permitted under the Standstill Restrictions
and the Transfer Restrictions. However, subject to the Standstill Restrictions
and the Transfer Restrictions and depending on general market and economic
conditions affecting the Issuer and Holdings' view of the prospects for the
Issuer and other relevant factors, Holdings may purchase additional Shares or
dispose of some or all of its Shares from time to time in open market
transactions, private transactions or otherwise. See Item 6, below, for
additional information with respect to the Standstill Restrictions. Also see
Item 6, below, for discussion of Holdings' (i) preemptive rights, and (ii)
rights of first refusal with respect to certain Shares.
Holdings analyzes and reviews its strategic alternatives with respect
to its investment in, and distribution relationship with, the Issuer on an
ongoing basis. Holdings has made no decision regarding increasing its investment
in the Issuer, disposing of some or all of its investment in the Issuer or
acquiring control of the Issuer in the future. Any such decision will depend
upon general market and economic conditions affecting the Issuer and Holdings'
view of the prospects for the Issuer and other relevant factors.
<PAGE> 6
The Purchase Agreement provides that so long as Holdings beneficially owns 10%
or more of the Shares on a Fully Diluted basis, Holdings is entitled to nominate
to the Issuer's Board of Directors that number of nominees which bears the same
proportion to the total number of the Issuer's directors as the number of Shares
owned by Holdings bears to the total number of Shares of the Issuer then
outstanding. Holdings is entitled to a minimum representation on the Issuer's
Board of Directors of two directors. Pursuant to its rights under the Purchase
Agreement, Holdings has nominated M. Steven Langman and Robert Helman to, and
each is currently serving on, the Issuer's Board of Directors.
Except as set forth herein, none of the Reporting Persons, nor, to the
best knowledge of the Reporting Persons, any person named in Schedule I, has any
present plans or proposals with respect to any material change in the Issuer's
business or corporate structure or any other action referred to in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Holdings beneficially owns 6,112,016 shares.
According to the Issuer's Quarterly Report on Form 10-Q for the quarterly period
ended March 27, 1999, on May 7, 1999 there were 27,511,186 Shares outstanding.
Based upon that number, the beneficial ownership of Holdings constitutes
approximately 22.2% of the Issuer's outstanding Shares. Nestle may be deemed to
beneficially own the 6,112,016 Shares beneficially owned by Holdings due to the
fact that Holdings is a wholly owned subsidiary of Nestle.
(b) Holdings has the sole power to vote or to direct the vote, and to
dispose or to direct the disposition of, the Shares beneficially owned by it.
Nestle may be deemed to have the sole power to vote or direct the vote, and to
dispose or direct the disposition of, the Shares beneficially owned by Holdings
due to the fact that Holdings is a wholly-owned subsidiary of Nestle.
(c) Not applicable
(d) Holdings has the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by it. Nestle may be deemed to have the right to receive and
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares beneficially owned by Holdings due to the fact that Holdings is a
wholly owned subsidiary of Nestle.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 4, Holdings acquired the initial 6,000,000 Shares
pursuant to the Purchase Agreement and acquired the additional 112,016 Shares
pursuant to the Right of First Refusal Agreements. Pursuant to the Rogers Right
of First Refusal Agreement (as defined below) and undertaking agreements between
the University of California Berkeley Foundation (the "Foundation") and
Holdings, the Foundation has agreed to be bound by the terms and conditions of
the Rogers Right of First Refusal Agreement with respect to 85,812 Shares
transferred to it by T. Gary Rogers and/or his affiliates.
The Purchase Agreement contains the Standstill Restrictions referred to
in Item 4. Pursuant to such restrictions, Holdings has agreed, among other
things and except in certain circumstances, (i) not to purchase any Shares if
the effect of such purchase would be to increase its beneficial ownership
position of Shares to more than 25% of the outstanding Shares on a Fully Diluted
basis, (ii) not to engage in the solicitation of proxies and (iii) not to make
any acquisition proposals.
The Standstill Restrictions and the Transfer Restrictions terminate on
the earlier of the tenth anniversary of Closing or one year after Holdings
beneficially owns less than 1% of the Issuer's outstanding Shares on a Fully
<PAGE> 7
Diluted basis. Such restrictions are subject to earlier termination if, among
other things, the Issuer pursues an extraordinary transaction or a third party
acquires, in certain circumstances, beneficial ownership of 20% or more of the
then outstanding Shares. After termination of the Standstill Restrictions,
Holdings has agreed not to acquire beneficial ownership of 35% or more of the
outstanding Shares on a Fully Diluted basis except pursuant to an offer for all
of the outstanding Shares at the same price per share. Pursuant to the
Standstill Restrictions, and as described in Item 4 above, after June 14, 1997
Holdings may "submit any number of acquisition proposals" to the Board of
Directors of the Issuer, provided that any such "submission(s) would not require
public disclosure thereof" by the Issuer or Holdings.
The Purchase Agreement also contains the Transfer Restrictions referred
to in Item 4. Pursuant to such restrictions, on and after June 14, 1997,
Holdings may, in addition to certain other permitted transfers described in the
Purchase Agreement, transfer the Shares provided such transfer is (i) in a
public distribution, (ii) pursuant to Rule 144 of the Securities Act of 1933, as
amended or (iii) in a private sale to an institutional or financial purchaser
who would not, after giving effect to the sale, beneficially own, either
individually or in the aggregate with such purchaser's affiliates, more than 5%
of the Issuer's outstanding common stock, on a Fully Diluted basis. If the sale
would cause such purchasers beneficial ownership to exceed 5%, Holdings must
obtain the Issuer's consent.
Under the Purchase Agreement, Holdings was granted certain preemptive
rights pursuant to which, in the event of a sale by the Issuer of Shares or
certain other securities for cash, Holdings may purchase from the Issuer the
amount of such Shares or securities required in order for Holdings to maintain
the same percentage of beneficial ownership of the Issuer before and after such
sale. Holdings was also granted the right to nominate at least two directors to
the Issuer's board of directors.
Pursuant to the Purchase Agreement, Holdings entered into a warrant
agreement with the Issuer on June 14, 1994 (the "Warrant Agreement"). On June
14, 1997, the Series A Warrants beneficially owned by Holdings expired
unexercised and on June 14, 1999, the Series B Warrants beneficially owned by
Holdings expired unexercised. The Series A Warrants and Series B Warrants were
exercisable into 4,000,000 Shares at an exercise price of $16 per share.
On June 14, 1994, Holdings entered into right of first refusal
agreements with each of T. Gary Rogers and his affiliates (the "Rogers") (the
"Rogers Right of First Refusal Agreement") and William F. Cronk, III and his
affiliates (the "Cronks") (collectively, the "Right of First Refusal
Agreements"). Under such agreements, so long as Holdings beneficially owns 10%
or more of the outstanding Shares, Holdings has rights of first refusal with
respect to any and all Shares beneficially owned by the Rogers and the Cronks,
whether owned now or in the future, including without limitation Shares issuable
upon exercise of stock options. As of March 24, 1999, the Rogers and the Cronks
beneficially owned 3,741,322 and 2,078,562 Shares, respectively, that are
subject to such rights of first refusal.
Pursuant to the Purchase Agreement, Holdings' exercise of its rights of
first refusal is an exception to the 25% beneficial ownership standstill
limitation, but is subject to Holdings not beneficially owning 35% or more of
the Issuer's shares on a Fully Diluted basis after giving effect to the purchase
of Shares pursuant to the exercise of such rights. Holdings, however, has the
unrestricted right to sell Shares in order to permit the full exercise of its
rights of first refusal.
On June 14, 1994, Holdings entered into a registration rights agreement
with the Issuer (the "Registration Rights Agreement"). Pursuant to such
agreement, Holdings has certain registration rights with respect to the Shares
purchased by it under the terms of the Purchase Agreement and the Shares that
may be purchased by it under the terms of the Warrant Agreement and Right of
First Refusal Agreements. These rights generally include the ability to make
three "demand" registrations (with a fourth demand under certain circumstances)
and an unlimited number of "piggyback" registrations. In addition, the Issuer,
<PAGE> 8
on May 6, 1994, entered into an agreement amending its registration rights
agreement with certain affiliates with respect to the Shares (the "GE
Amendment"). This amendment provides for consistent treatment of Holdings, on
the one hand, and the affiliates of General Electric Company, on the other hand,
with respect to "demand" and "piggyback" registrations of certain Shares
beneficially owned by each of them.
On June 14, 1994, the Issuer entered into an agreement (the "Rights
Agreement Amendment") amending its rights agreement (the "Rights Agreement")
with First Interstate Bank of California. Pursuant to such Rights Agreement
Amendment, Holdings, subject to certain conditions, became an exempted person
under the Rights Agreement thereby allowing Holdings and its affiliates and
associates to acquire any of the Shares without causing the rights issued
pursuant to the Rights Agreement to become exercisable.
The above descriptions of the Purchase Agreement, Warrant Agreement,
Right of First Refusal Agreements, Registration Rights Agreement, GE Amendment
and Rights Agreement Amendment set forth in this Item 6 and in Items 4 and 5 are
summaries, and the complete text is set forth in Exhibits 10.1 through 10.8 to
this filing which are incorporated herein by reference.
Except as set forth above, to the best knowledge of the Reporting
Persons, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to, transfer or voting of any of the securities of the
Issuer, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or losses, or the giving or
withholding of proxies, or a pledge or otherwise subject to a contingency the
occurrence of which would give another person voting power over the securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
10.1 Stock and Warrant Purchase Agreement dated as of May 6, 1994 by
and between Dreyer's Grand Ice Cream, Inc. and Nestle Holdings,
Inc.(1)
10.2 First Amendment to Stock and Warrant Purchase Agreement dated as
of June 14, 1994 by and between Dreyer's Grand Ice Cream, Inc.
and Nestle Holdings, Inc.(2)
10.3 Warrant Agreement dated as of June 14, 1994 by and between
Dreyer's Grand Ice Cream, Inc. and Nestle Holdings, Inc.(3)
10.4 Right of First Refusal Agreement dated as of June 14, 1994 by
and between Nestle Holdings, Inc. and T. Gary Rogers and
Kathleen T. Rogers, Individually and as Co-Trustees of the
Rogers Revocable Trust.(4)
10.5 Right of First Refusal Agreement dated as of June 14, 1994 by
and between Nestle Holdings, Inc. and William F. Cronk, III and
Janet M. Cronk, Individually and as Co-Trustees of the Cronk
Revocable Trust.(5)
10.6 Registration Rights Agreement dated as of June 14, 1994 by and
between Dreyer's Grand Ice Cream, Inc. and Nestle Holdings,
Inc.(6)
10.7 Amendment to Registration Rights Agreement dated May 6, 1994 by
and among Dreyer's Grand Ice Cream, Inc., Trustees of General
Electric Pension Trust, GE Investment Private Placement
Partners, I and General Electric Capital Corporation.(7)
<PAGE> 9
10.8 First Amendment to Amended and Restated Rights Agreement dated
as of June 14, 1994 by and between Dreyer's Grand Ice Cream,
Inc. and First Interstate Bank of California (as successor
Rights Agent to Bank of America NT & SA). (8)
24. Power of Attorney. (9)
99. Joint Filing Agreement dated as of June 16, 1994 by and between
Nestle Holdings, Inc. and Nestle S.A. relating to the filing of
a joint statement on Schedule 13D. (10)
(1) Incorporated by reference to Exhibit 2.1 to Dreyer's Grand Ice Cream,
Inc.'s Current Report on Form 8-K filed with the Securities and
Exchange Commission ("Commission") on May 9, 1994.
(2) Incorporated by reference to Exhibit 2.1 to Dreyer's Grand Ice Cream,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25,
1994, filed with the Commission on August 9, 1994.
(3) Incorporated by reference to Exhibit 4.3 to Dreyer's Grand Ice Cream,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25,
1994, filed with the Commission on August 9, 1994.
(4) Incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the
Schedule 13D of Nestle Holdings, Inc., filed with the Commission on
June 17, 1997.
(5) Incorporated by reference to Exhibit 10.5 to Amendment No. 5 to the
Schedule 13D of Nestle Holdings, Inc., filed with the Commission on
June 17, 1997.
(6) Incorporated by reference to Exhibit 4.2 to Dreyer's Grand Ice Cream,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25,
1994, filed with the Commission on August 9, 1994.
(7) Incorporated by reference to Exhibit 4.1 to Dreyer's Grand Ice Cream,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 26,
1994 filed with the Commission on May 10, 1994.
(8) Incorporated by reference to Exhibit 4.1 to Dreyer's Grand Ice Cream,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25,
1994, filed with the Commission on August 9, 1994.
(9) Incorporated by reference to Exhibit 24 to Amendment No. 1 to the
Schedule 13D of Nestle Holdings, Inc., filed with the Commission on
June 16, 1994.
(10) Incorporated by reference to Exhibit 99 to Amendment No. 1 to the
Schedule 13D of Nestle Holdings, Inc., filed with the Commission on
June 16, 1994.
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
NESTLE HOLDINGS, INC.
By: /s/ JAMES H. BALL
-----------------------------------------
Name: James H. Ball
Title: Senior Vice President and General
Counsel
NESTLE S.A.
By: /s/ JAMES H. BALL
-----------------------------------------
James H. Ball, attorney-in-fact for
Name: H.P. Frick
Title: Senior Vice President and
General Counsel of Nestle S.A.
Dated: June 16, 1999
<PAGE> 11
SCHEDULE I
NESTLE HOLDINGS, INC.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Executive Officers
Carlos E. Represas Nestle S.A. Chairman of Board Mexico
Avenue Nestle 55
CH-1800 Vevey
Switzerland
Joseph M. Weller Nestle Holdings, Inc. Chief Executive Officer and President United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Peter D. Argentine Nestle Holdings, Inc. Senior Vice President, Finance United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
James H. Ball Nestle Holdings, Inc. Senior Vice President, General Counsel United States
c/o Nestle USA, Inc. and Secretary
800 North Brand Boulevard
Glendale, CA 91203
Alexander Spitzer Nestle Holdings, Inc. Senior Vice President, Taxes United States
Merritt View
383 Main Avenue, 5th Floor
Norwalk, CT 06851
E. Simon Jones Nestle Holdings, Inc. Vice President, Taxes United Kingdom
Merritt View
383 Main Avenue, 5th Floor
Norwalk, CT 06851
Manfred R. Lehmann Nestle Holdings, Inc. Vice President and Treasurer Switzerland and
c/o Nestle USA, Inc. United States
800 North Brand Boulevard
Glendale, CA 91203
Kimberly A. Lund Nestle Holdings, Inc. Vice President and Controller United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Mark E. Siegal Nestle Holdings, Inc. Vice President, Taxes United States
Merritt View
383 Main Avenue, 5th Floor
Norwalk, CT 06851
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
Directors
Carlos E. Represas Nestle S.A. Chairman of Board Mexico
Avenue Nestle 55
CH-1800 Vevey
Switzerland
Joseph M. Weller Nestle Holdings, Inc. Chief Executive Officer and President United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
Stephen Cunliffe Nestle S.A. Director United States
Avenue Nestle 55
CH-1800 Vevey
Switzerland
Mario A. Corti Nestle S.A. Director Switzerland
Avenue Nestle 55
CH-1800 Vevey
Switzerland
Peter D. Argentine Nestle Holdings, Inc. Senior Vice President, Finance United States
c/o Nestle USA, Inc.
800 North Brand Boulevard
Glendale, CA 91203
</TABLE>
<PAGE> 13
NESTLE, S.A.
EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Name Present Business Address Present Principal Occupation Citizenship
- ---- ------------------------ ---------------------------- -----------
<S> <C> <C> <C>
Executive Officers
Peter Brabeck-Letmathe Nestle S.A. Chief Executive Officer Austria
Avenue Nestle 55
CH-1800 Vevey
Switzerland
Mario A. Corti Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 Finance/Control
CH-1800 Vevey
Switzerland
Francisco Castaner Nestle S.A. Executive Vice President Spain
Avenue Nestle 55 Pharma & Cosmetics
CH-1800 Vevey Human Resources
Switzerland Corporate Affairs
Michael W.O. Garrett Nestle S.A. Executive Vice President Austria/
Avenue Nestle 55 Zone AOA United Kingdom
CH-1800 Vevey
Switzerland
Rupert Gasser Nestle S.A. Executive Vice President Switzerland/
Avenue Nestle 55 Technical, Production, R&D Austria
CH-1800 Vevey
Switzerland
Robert Raeber Nestle S.A. Executive Vice President Switzerland
Avenue Nestle 55 Zone EUR
CH-1800 Vevey
Switzerland
Carlos E. Represas Nestle S.A. Executive Vice President Mexico
Avenue Nestle 55 Zone AMS
CH-1800 Vevey
Switzerland
Philippe H. Veron Nestle S.A. Executive Vice President France
Avenue Nestle 55 Strategic Business Units, Marketing
CH-1800 Vevey
Switzerland
</TABLE>
<PAGE> 14
<TABLE>
<S> <C> <C> <C>
Directors
Helmut Maucher Nestle S.A. Chairman of the Board of Nestle S.A. Germany
En Bergere
CH-1800 Vevey
Switzerland
Peter Bockli Bockli & Thomann Law Professor and Lawyer at Bockli & Switzerland
Case postale 2348 Thomann
CH-4002 Basel
Switzerland
Peter Brabeck-Lemathe Nestle S.A. Chief Executive Officer of Nestle S.A. Austria
Avenue Nestle 55
CH-1800 Vevey
Switzerland
Reto F. Domeniconi Clos des Mesanges Retired Switzerland
Ch. de Sainte-Croix 13
CH-1807 Blonay
Arthur Dunkel 56, Rue du Stand Professor and Consultant Switzerland
CH-1024 Geneve
Fritz Gerber Roche Holding S.A. Chairman of the Board of Roche Holding Switzerland
P.O. Box S.A.
CH-4070 Bale
Rainer E. Gut Credit Suisse Group Chairman of the Board of Credit Suisse Switzerland
CH-8070 Zurich Paradeplatz 8 Group
Switzerland
Jean-Pierre Meyers L'Oreal Director of L'Oreal France
62, Rue d'Alsace
F-92583 Clichy-Cedex
France
David de Pury de Pury, Pictat, Partner of de Pury, Turretini & Cie, S.A. Switzerland
Turretini & Cie S.A.
P.O. Box 8242
8050 Zurich
Stephan Schmidheiny Anova Holding S.A. Chairman of the Board of Anova Holding Switzerland
Hurdnerstrasse 10 S.A.
CH-8640 Hurden
Switzerland
Vreni Spoerry Claridenstrasse 3 Vice President Schwitzer Verband Switzerland
CH-8810 Horgen Volksdienst
Switzerland Member of Swiss Parliment
Robert Studer U.B.S. Group Former Chairman of the Board of UBS Switzerland
Bahnhofstasse 45
CH-8098 Zurich
Switzerland
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C> <C>
Paul A. Volcker 610 Fifth Avenue Retired United States
Suite 420
New York, NY 10020
</TABLE>
