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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, 1999
OR
[ ] TRANSITION REPORT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ___________
Commission file number 0-14190....................................
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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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
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<TABLE>
<CAPTION>
PAGE
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits at December
31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4-8
ADDITIONAL INFORMATION*
Schedule of Assets Held for Investment Purposes at December
31, 1999 9
* Other schedules required by Section 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they are not
applicable.
</TABLE>
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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 statement of net assets available for benefits
and the related statement 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted
in the United States. 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 auditing standards generally accepted in the
United States 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 schedule of Assets Held
for Investment Purposes (Schedule H, Line 4i) is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements but is 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. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
San Francisco, California
June 9, 2000
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1999 1998
<S> <C> <C>
ASSETS
Investments at fair value
Cash $ 72,778 $ 2,838
Collective investment trusts 4,261,694 4,323,213
Common stock 15,838,577 10,627,672
Interest in master trust 638,856 441,570
Interest in pooled funds 54,384,561 45,517,808
Participant loans 2,932,878 2,753,732
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78,129,344 63,666,833
Contributions receivable
Employee 50 168,090
Employer 2,586,842 1,276,601
Accrued dividends receivable -- 35,081
Other receivables -- 107
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Net assets available for benefits $80,716,236 $65,146,712
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</TABLE>
See accompanying notes to financial statements.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
-------------------------
1999 1998
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income
Interest $ 266,553 $ 208,833
Dividends 2,128,365 1,517,021
Realized and unrealized gains, net 9,715,380 4,722,708
Beneficial interest in investment income of
master trust 26,490 23,424
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12,136,788 6,471,986
Contributions
Employee 5,835,355 6,377,312
Employer 2,585,386 1,277,846
Employee rollovers from other qualified plans 365,373 733,750
----------- -----------
Total additions 20,922,902 14,860,894
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefit payments 5,282,852 4,446,327
Administrative expenses 70,526 117,879
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Total deductions 5,353,378 4,564,206
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Net increase 15,569,524 10,296,688
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 65,146,712 54,850,024
----------- -----------
End of year $80,716,236 $65,146,712
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</TABLE>
See accompanying notes to financial statements.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following brief description of the Dreyer's Grand Ice Cream, Inc.
Savings Plan (the Plan) is provided for general informational purposes
only. Participants should refer to the Plan document for more complete
information.
GENERAL
The Plan is a defined contribution profit sharing plan containing a
cash or deferred arrangement described in Section 401(k) of the
Internal Revenue Code. The Plan benefits participating employees of
Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the Company).
The Plan is administered by the Plan's Administrative Committee (the
Committee) and all investments and cash are held by Charles Schwab
Trust Company (the Trustee). Schwab Retirement Plan Services provides
record keeping services for the Plan. 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 two percent (2%) of the compensation received from
the Company; however, any participant may elect to contribute an
additional amount up to ten percent (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 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.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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During 1999 and 1998, $184,690 and $174,262, 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.
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 one hundred percent (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.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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 until year seven, participants vest an
additional fifteen percent (15%) of their Company account balance. In the
seventh year of service, the participants vest the remaining twenty percent
(20%) of the final balance of their Company account. 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 two percent
(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 accounting principles generally
accepted in the United States. The preparation of financial statements in
accordance with accounting principles generally accepted in the United
States 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 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
6
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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 1999 and 1998, loans made
totaled $1,329,124 and $2,010,976, respectively. During 1999 and 1998, loan
repayments totaled $1,149,978 and $957,044, respectively.
3. INVESTMENTS
Investments representing five percent (5%) or more of net assets available
for benefits were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998
<S> <C> <C>
COLLECTIVE INVESTMENT TRUSTS
Schwab Stable Value Fund $ 4,261,694 $ 4,323,213
INTEREST IN POOLED FUNDS
Rainer Core Equity Fund 18,402,473 14,640,841
Jurika & Voyles Balanced Fund 5,754,887 5,496,817
Schwab S & P Select Share Fund 29,504,807 24,761,882
COMMON STOCK
Dreyer's Grand Ice Cream, Inc. 15,838,577 10,627,672
</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.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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The Plan's percentage interest in the Master Trust at December 31, 1999 and
1998 was three and one tenth percent (3.1%) and two and three tenths
percent (2.3%), 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, 1999 and 1998, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1999 1998
<S> <C> <C>
CHANGES IN NET ASSETS
Increase in fair value of investments $243,443 $395,413
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INVESTMENT INCOME
Interest $ 3,227 $ 2,027
Dividends 50,849 49,610
Realized and unrealized losses, net (27,586) (28,213)
-------- --------
$ 26,490 $ 23,424
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</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. 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, as amended, 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.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4i -- SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT DECEMBER 31, 1999
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<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 350,985 $ 3,923,243 $ 4,261,694
Jurika & Voyles Balanced Fund 424,715 6,421,988 5,754,887
Rainier Core Equity Fund 619,820 15,234,372 18,402,473
Deutsche International Equity 22,131 529,060 707,529
Schwab S&P Select Share Fund 4,302,640 21,127,281 29,504,807
Schwab Treasury U.S. Money Market Fund 14,865 14,798 14,865
COMMON STOCK
Dreyer's Grand Ice Cream 931,681 13,422,351 15,838,577
OTHER INVESTMENTS
Cash 72,778 72,778
LOANS TO PARTICIPANTS
(maturing from 1/1/00 to 1/1/05, 7% to 11%) -- 2,932,878
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$60,745,871 $77,490,488
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</TABLE>
9
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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 27, 2000
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
