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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Dreyer's Grand Ice Cream, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
26187810
--------------------------------------------
(CUSIP Number)
John K. Sprole, Esq., GECC Equity Capital Group, 260 Long Ridge Road,
- --------------------------------------------------------------------------------
Stamford, Connecticut 06927
Alan M. Lewis, Trustees of General Electric Pension Trust, P.O. Box 7900,
3003 Summer Street, Stamford, Connecticut 06904
(Name, Address and Telephone Number of Person Authorized to Receive Notes and
Communications)
October 3, 1997
--------------------------------------------
(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>
SCHEDULE 13D
CUSIP No. 26187810 Page 2 of 38 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
General Electric Capital Corporation (I.R.S. # 13-1500700)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 1,450,000
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
1,450,000
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,450,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
10.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 3 of 38 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trustees of General Electric Pension Trust (I.R.S. #14-6015763)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
OO
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 586,495
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
586,495
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
586,495 or, if Trustees of General Electric Pension Trust and GE
Investment Private Placement Partners I, Limited Partnership, are deemed
to be a group 1,450,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
4.4% or, if Trustees of General Electric Pension Trust and GE Investment
Private Placement Partners I, Limited Partnership, are deemed to be a
group, 10.8%.
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 4 of 38 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GE Investment Private Placement Partners I, Limited Partnership (I.R.S.
#06-1305217)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
OO
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 863,505
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
--------------------------------------------------------
10 Shared Dispositive Power
863,505
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
863,505 or, if Trustees of General Electric Pension Trust and GE
Investment Private Placement Partners I, Limited Partnership, are deemed
to be a group, 1,450,000.
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
6.4% or , if Trustees of General Electric Pension Trust and GE Investment
Private Placement Partners I, Limited Partnership, are deemed to be a
group, 10.8%.
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
PW EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 5 of 38 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GE Investment Management Incorporated (I.R.S. #06-1238874)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
OO
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 863,505
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
--------------------------------------------------------
10 Shared Dispositive Power
863,505
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
863,505 or, if Trustees of General Electric Pension Trust and GE
Investment Private Placement Partners I, Limited Partnership, are deemed
to be a group 1,450,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
6.4% or, if Trustees of General Electric Pension Trust and GE Investment
Private Placement Partners I, Limited Partnership, are deemed to be a
group, 10.8%.
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 6 of 38 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
General Electric Capital Services, Inc. (formerly known as General
Electric Financial Services, Inc.) (I.R.S. #06-1109503)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
Not applicable
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares Disclaimed (see 11 below)
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
Disclaimed (see 11 below)
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Beneficial ownership of all shares disclaimed by General Electric Capital
Services, Inc.
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
Not applicable (see 11 above)
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 26187810 Page 7 of 38 Pages
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
General Electric Company (I.R.S. #14-0689340)
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
Not applicable
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |X|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
New York
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares Disclaimed (see 11 below)
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
Disclaimed (see 11 below)
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
Beneficial ownership of all shares disclaimed by General Electric Company
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
Not applicable (see 11 above)
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the
"Schedule 13D") filed by General Electric Capital Corporation, a New York
corporation ("GECC"), General Electric Capital Services, Inc., a Delaware
corporation, General Electric Company, a New York corporation, Trustees of
General Electric Pension Trust, a New York common law trust ("GEPT"), General
Electric Investment Management Incorporated, a Delaware corporation ("GEIM"),
and GE Investment Private Placement Partners I, Limited Partnership, a Delaware
limited partnership ("GEIPPP") on July 12, 1993 and amended on May 24, 1994,
relating to the common stock, par value $1.00 per share (the "Common Stock") of
Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company").
Capitalized terms used and not defined in this Amendment have the meanings set
forth in the Schedule 13D.
The Schedule 13D is amended in the following manner:
1. Item 1 is hereby amended by adding the following at the end thereof: "On
August 8, 1995, the Company exercised its right, pursuant to Section
10.3(b) of the Securities Purchase Agreement (defined herein) to convert
the Notes held by GEPT, GEIPPP and GECC, in the aggregate principal amount
of $100,752,163, into 1,007,521.63 shares of Series B Preferred Stock at a
conversion price of $100 per share. On October 3, 1997, the Company
exercised its right to convert Series B Preferred Stock into Series A
Preferred Stock through a share for share exchange pursuant to Section
8(c)(ii) of the Series B Certificate of Designation (defined herein). The
Reporting Persons thus currently beneficially own 1,450,000 shares of
Common Stock through their holdings, in aggregate, of 1,007,521.63 shares
of Series A Preferred Stock."
2. Item 4 is hereby amended by adding the words ", as amended from time to
time." after the words "in the Securities Purchase Agreement" in the
second line of the second paragraph thereof.
3. Item 5(b) is hereby amended by adding the following at the end thereof:
"GEIPPP and GEIM, its General Partner, share voting and dispositive power
over the shares held by GEIPPP."
4. Item 6 is hereby amended by adding the following at the end thereof: "On
July 28, 1995, October 30, 1995 and March 12, 1996, the Company, GEIPPP
and GECC entered into Second Amendment, Third Amendment and Amended and
Restated Fourth Amendment (collectively, the "Amendments"), respectively,
to the Securities Purchase Agreement. The Amendments are attached hereto
as Exhibits 8, 9 and 10, and the texts of the Amendments are incorporated
herein by reference."
5. Item 7 is hereby amended to add the following:
Exhibit 8: Second Amendment to Securities Purchase Agreement among
the Company, GECC, GEPT and GEIPPP, dated July 28,
1995.
Exhibit 9: Third Amendment to Securities Purchase Agreement among
the Company, GECC, GEPT and GEIPPP, dated October 30,
1995.
Exhibit 10: Amended and Restated Fourth Amendment to Securities
Purchase Agreement among the Company, GECC, GEPT and
GEIPPP, entered into March 12, 1996 and effective as of
October 1, 1996.
6. Schedules I, II, III, IV, V and VI shall be deleted in their entirety and
replaced by the Schedules I, II, III, IV, V and VI attached hereto.
7. Schedule VII shall be amended by adding the following at the end thereof:
"Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited
(St. Albans Magistrates Court, St. Albans, Hersfordshire, England, Case
No. 04/00320181).
In April, 1994, General Electric Medical System's U.K.
subsidiary, IGE Medical Systems Limited ("IGEMS") discovered the loss of a
radioactive barium source at the Radlett, England, facility.
Page 8 of 38 Pages
<PAGE>
The lost source, used to calibrate nuclear camera detectors, emits a very
low level of radiation. IGEMS immediately reported the loss as required by
the U.K. Radioactive Substances Act. An ensuing investigation, conducted
in cooperation with government authorities, failed to locate the source.
On July 21, 1994, Her Majesty's Inspectorate of Pollution ("HMIP") charged
IGEMS with violating the Radioactive Substances Act by failing to comply
with a condition of registration. The Act provides that a registrant like
IGEMS, which 'does not comply with a limitation or condition subject to
which (it) is so registered...shall be guilty of (a criminal) offense.'
Condition 7 of IGEMS' registration states that it 'shall so far as is
reasonably practicable prevent...loss of any registered source.'
At the beginning of trial on February 24, 1995, IGEMS entered
a guilty plea and agreed to pay a fine of (pounds)5,000 and assessed costs
of (pounds)5,754. The prosecutor's presentation focused primarily on the
1991 change in internal IGEMS procedures and, in particular, the source
logging procedure. The prosecutor complimented IGEMS' investigation and
efforts to locate the source and advised the court that IGEMS had no
previous violations of the Radioactive Substances Act. He also told the
court that the Radlett plant had been highlighted as an exemplary facility
to HMIP inspectors as part of their training. In mitigation, IGEMS
emphasized the significant infrastructure and expense undertaken by IGEMS
to provide security for radiation sources and the significant effort and
expense incurred in attempting to locate the missing source."
Page 9 of 38 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
-----------------------------------
Name: Michael E. Pralle
Title: Vice President
Dated: November 25, 1997
Page 10 of 38 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
-----------------------------------
Name: Alan M. Lewis
Title: Trustee
Dated: November 25, 1997
Page 11 of 38 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED
PARTNERSHIP
By: GE Investment Management Incorporated, its General
Partner
By: /s/ Michael M. Pastore
-----------------------------------
Name: Michael M. Pastore
Title: Vice President
Dated: November 25, 1997
Page 12 of 38 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
-----------------------------------
Name: Michael E. Pralle
Title: Attorney-in-Fact
Dated: November 25, 1997
Page 13 of 38 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GE INVESTMENT MANAGEMENT INCORPORATED
By: /s/ Michael M. Pastore
-----------------------------------
Name: Michael M. Pastore
Title: Vice President
Dated: November 25, 1997
Page 14 of 38 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
-----------------------------------
Name: John H. Myers
Title: Vice President
Dated: November 25, 1997
Page 15 of 38 Pages
<PAGE>
Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Amendment No. 2 to the Schedule 13D filed on this date with respect to
the beneficial ownership by the undersigned of shares of Common Stock of
Dreyer's Grand Ice Cream, Inc. is being filed on behalf of each of the
undersigned. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
Dated: November 25, 1997
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
-----------------------------------
Name: Michael E. Pralle
Title: Vice President
GENERAL ELECTRIC COMPANY
By: /s/ John H. Myers
-----------------------------------
Name: John H. Myers
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Investment Management Incorporated,
its General Partner
By: /s/ Michael M. Pastore
-----------------------------------
Name: Michael M. Pastore
Title: Vice President
Page 16 of 38 Pages
<PAGE>
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
By: /s/ Alan M. Lewis
-----------------------------------
Name: Alan M. Lewis
Title: Trustee
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
-----------------------------------
Name: Michael E. Pralle
Title: Attorney-in-Fact
GE INVESTMENT MANAGEMENT INCORPORATED
By: /s/ Michael M. Pastore
-----------------------------------
Name: Michael M. Pastore
Title: Vice President
Page 17 of 38 Pages
<PAGE>
Schedule II
General Electric Capital Corporation
The business address of each of the persons listed below is 260 Long
Ridge Road, Stamford, Connecticut 06927.
The names and principal occupations of the Officers of General
Electric Capital Corporation are as follows:
Officers: Positions:
- --------- ----------
G.C. Wendt Chairman of the Board and Chief Executive
Officer
D.J. Nayden President and Chief Operating Officer
N.D.T. Andrews Executive Vice President
M.A. Neal Executive Vice President
E.D. Stewart Executive Vice President
N.E. Barton Senior Vice President, General Counsel
and Secretary
J.A. Colica Senior Vice President, Global Risk
Management
M.D. Fraizer Senior Vice President,
Insurance/Investment Products
R.L. Lewis Senior Vice President, Structured Finance
Group
J.A. Parke Senior Vice President, Finance
T.S. Thomson Senior Vice President, Strategic Planning
and Business Development
L.J. Toole Senior Vice President, Human Resources
J.S. Werner Senior Vice President, Corporate Treasury
and Global Funding Operation
A.N. Abaya Vice President
R.M. Agans Vice President
D.G. Amble Vice President
J.C. Amble Vice President and Controller
S.F. Ambrose, Jr. Vice President
C.S. Anderson Vice President
K.R. Baldwin Vice President
Page 18 of 38 Pages
<PAGE>
M.S. Barber Vice President
M.J. Barrett Vice President
S.M. Bennett Vice President
P. Bhasin Vice President
K.J. Bongarten Vice President
J.M. Campbell, Jr. Vice President
K.A. Cassidy Vice President
R.A. Cole Vice President
B.E. Daniele Vice President
R. D'Alvino Vice President
J.L. Day Vice President
P.P. de Campos Vice President
L.J. DeMonaco Vice President
S.L. Derickson Vice President
T.F. Fanelli Vice President
R.A. Fattori Vice President
M.R. Ferla Vice President
M.S. Ford Vice President
M.A. Gaudino Vice President
V.F. Guaglianone Vice President
D.B. Henry Vice President
H.A. Hubschman Vice President
J.E. Hyman Vice President
T.D. Iker Vice President
S.P. Joyce Vice President
M.M. Keane Vice President
S.F. Kluger Vice President
S.B. Koenigsberg Vice President
M.L. Landis Vice President
Page 19 of 38 Pages
<PAGE>
G.N. Lanik Vice President
N.C.T. Liu Vice President
J.M. Loree Vice President
C.A.A.E. Mackenzie Vice President
J.P. Malfettone Vice President
T.H. Mann Vice President
K.V. Marinello Vice President
B.T. McAnaney Vice President
J.A. McKinley, Jr. Vice President
M.A. Meiches Vice President
D.H. Mudd Vice President
D.R. Nissen Vice President
J.V. Ogden Vice President
R.O. O'Reilly Vice President
R.E. Pfeiffer Vice President
D.W. Porter Vice President
M.E. Pralle Vice President
R.R. Pressman Vice President
H.M. Pyles Vice President
C.H. Richmond Vice President
M.S. Sheinbaum Vice President
R.F. Smith Vice President
W.D. Strittmatter, Jr. Vice President
G.R. Tappert Vice President
J. Tremante Vice President
D.E. Tucker Vice President
R.F. Wacker Vice President
J.D. Weeks Vice President
Page 20 of 38 Pages
<PAGE>
The names of Directors of General Electric Capital Corporation are
as follows:
N.D.T. Andrews
N.E. Barton
J.R. Bunt
D.M. Cote
D.D. Dammerman
P. Fresco
B.W. Heineman, Jr.
J.R. Immelt
W.J. McNerney, Jr.
J.H. Myers
R.L. Nardelli
D.J. Nayden
M.A. Neal
J.A. Parke
J.M. Samuels
E.D. Stewart
J.F. Welch, Jr.
Gary C. Wendt, Chairman
Citizenship
(other than United States)
N.D.T. Andrews United Kingdom
P. Bhasin India
P. Fresco Italy
C.A.A.E. Mackenzie United Kingdom
Page 21 of 38 Pages
<PAGE>
Schedule III
General Electric Capital Services, Inc.
The business address of each of the persons listed below is 3003
Summer Street, Stamford, Connecticut 06905.
The names and principal occupations of the Officers of General
Electric Capital Services, Inc. are as follows:
Officers: Positions:
- --------- ----------
G.C. Wendt Chairman of the Board, President and
Chief Executive Officer
K. Ahlmann Executive Vice President
N.D.T. Andrews Executive Vice President
D.J. Nayden Executive Vice President
M.A. Neal Executive Vice President
E.D. Stewart Executive Vice President
N.E. Barton Senior Vice President, General Counsel
and Secretary
J.A. Parke Senior Vice President, Finance
L.J. Toole Senior Vice President, Human Resources
J.S. Werner Senior Vice President, Corporate Treasury
and Global Funding Operation
J.C. Amble Vice President and Controller
B.E. Daniele Vice President and Senior Litigation
Counsel
R. D'Avino Vice President and Senior Counsel, Taxes
S.F. Ambrose, Jr. Assistant Secretary
B.C. Bennett Assistant Secretary
S.P.F. Cameron Assistant Secretary
V.F. Guaglianone Assistant Secretary
J.J. Leibell Assistant Secretary
Page 22 of 38 Pages
<PAGE>
B.T. McAnaney Assistant Secretary
J.V. Ogden Assistant Secretary
J.T. Cassidy Assistant Treasurer, Taxes
D. Flammetta Assistant Treasurer, Taxes
J.L. Hyde Assistant Treasurer, Taxes
K.E. Kempson Assistant Treasurer, Taxes
J. Amato Assistant Treasurer, State Taxes
P. Lecouras Assistant Treasurer, State Taxes
G.J. Schulman Assistant Treasurer, State Taxes
J. Van Cleave Assistant Treasurer, State Taxes
D.R. Sweeney Assistant Treasurer
J. Tremante Assistant Treasurer
K.J. Yoh Assistant Treasurer
The names of Directors of General Electric Capital Services, Inc.
are as follows:
K. Ahlmann
N.D.T. Andrews
J.R. Bunt
D.D. Dammerman
P. Fresco
B.W. Heineman, Jr.
J.H. Myers
R.L. Nardelli
D.J. Nayden
M.A. Neal
J.M. Samuels
E.D. Stewart
J.F. Welch, Jr.
Gary C. Wendt, Chairman
Citizenship
(other than United States)
K. Ahlmann Denmark
N.D.T. Andrews United Kingdom
P. Fresco Italy
Page 23 of 38 Pages
<PAGE>
Schedule IV
General Electric Company Executive Officers
The business address of each of the persons listed below is 3135
Easton Turnpike, Fairfield, Connecticut 06431.
The names and principal occupations of the Officers of General
Electric Company are as follows:
Officers Position(s)
- -------- -----------
J.F. Welch, Jr. Chairman of the Board and Chief Executive
Officer
P. Fresco Vice Chairman of the Board and Executive
Officer
P.D. Ameen Vice President and Comptroller
J.R. Bunt Vice President and Treasurer
D.L. Calhoun Vice President - GE Transportation Systems
W.J. Conaty Senior Vice President - Human Resources
D.M. Cote Vice President - GE Appliances
D.D. Dammerman Senior Vice President - Finance
L.S. Edelheit Senior Vice President - Corporate Research
and Development
B.W. Heineman, Jr. Senior Vice President - General Counsel and
Secretary
J.R. Immelt Senior Vice President - GE Medical Systems
W.J. Lansing Vice President - Corporate Business
Development
W.J. McNerney, Jr. Senior Vice President - GE Lighting
E.F. Murphy Senior Vice President - GE Aircraft Engines
R.L. Nardelli Senior Vice President - GE Power Systems
R.W. Nelson Vice President - Corporate Financial
Planning and Analysis
J.D. Opie Vice Chairman of the Board and Executive
Officer
G.M. Reiner Senior Vice President - Chief Information
Officer
G.L. Rogers Senior Vice President - GE Plastics
J.W. Rogers Vice President - GE Motors
Page 24 of 38 Pages
<PAGE>
L.G. Trotter Vice President - GE Electrical Distribution
and Control
The names and principal occupations of Directors of General Electric
Company are as follows:
D.W. Calloway Chairman of the Board, Chief
Executive Officer and Director,
PepsiCo, Inc.
S.S. Cathcart Retired Chairman, Illinois Tool Works
D.D. Dammerman Senior Vice President-Finance,
General Electric Company
P. Fresco Vice Chairman of the Board and
Executive Officer, General Electric
Company
C.X. Gonzalez Vice Chairman of the Board and
Managing Director, Kimberly-Clark de
Mexico, S.A. de C.V.
R.E. Mercer Retired Chairman of the Board and
former Director, the Goodyear Tire &
Rubber Company
G.G. Michelson Former Director, Federated Department
Stores
J.O. Opie Vice Chairman of the Board and
Executive Officer, General Electric
Company
R.S. Penske President, Penske Corporation
B.S. Prieskel Former Senior Vice President, Motion
Picture Association of America
F.H.T. Rhodes President Emeritus, Cornell University
A.C. Sigler Retired Chairman of the Board and CEO
and former Director, Champion
International Corporation
D.A. Warner III Chairman of the Board, President, and
Chief Executive Officer, J.P. Morgan
& Co. Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. Chairman of the Board and Chief
Executive Officer, General Electric
Company
Citizenship
(other than United States)
C.X. Gonzalez Mexico
P. Fresco Italy
Page 25 of 38 Pages
<PAGE>
Schedule V
General Electric Pension Trust
The business address of each of the persons listed below is 3003
Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
The names and principal occupations of each of the Trustees of the
General Electric Pension Trust are as follows:
Eugene K. Bolton Executive Vice President - Domestic
Equity Investments of General
Electric Investment Corporation
("GEIC"), Executive Vice President of
GEIM
Michael J. Cosgrove Executive Vice President - Mutual
Funds of GEIC, Executive Vice
President of GEIM
John H. Myers Vice President of General Electric
Company, Chairman of the Board and
President of GEIC and GEIM
Ralph R. Layman Executive Vice President -
International Equity Investments of
GEIC, Executive Vice President of GEIM
Alan M. Lewis Executive Vice President, General
Counsel and Secretary of GEIC and GEIM
Robert A. MacDougall Executive Vice President - Fixed
Income of GEIC, Executive Vice
President of GEIM
Thomas J. Szkutak Executive Vice President - Finance
and Administration of GEIC, Executive
Vice President and Chief Financial
Officer of GEIM
Donald W. Torey Executive Vice President - Real
Estate and Private Equities of GEIC,
Executive Vice President of GEIM
Page 26 of 38 Pages
<PAGE>
Schedule VI
GE INVESTMENT MANAGEMENT INCORPORATED, General Partner of GE
Investment Private Partners I, Limited Partnership
The business address of each of the persons listed below is 3003
Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
The names and principal occupations of the Officers of GE Investment
Management Incorporated ("GEIM") are as follows:
Officers Position(s)
- -------- -----------
John H. Myers Chairman of the Board and President
Eugene K. Bolton Executive Vice President
Michael J. Cosgrove Executive Vice President
Ralph R. Layman Executive Vice President
Alan M. Lewis Executive Vice President, General Counsel
and Secretary
Robert A. MacDougall Executive Vice President
Geoffrey R. Norman Executive Vice President
Thomas J. Szkutak Executive Vice President - Chief
Financial Officer
Donald W. Torey Executive Vice President
Mark A. Dunham Senior Vice President
Ronald I. Felmus Senior Vice President
H. Michael Mears Senior Vice President
Philip A. Mercurio Senior Vice President
Philip A. Riordan Senior Vice President
Steven M. Beringer Vice President
Brian D. Brooks Vice President
Mark A. Davis Vice President
Constance K. Doyle Vice President
Page 27 of 38 Pages
<PAGE>
Gerald M. Goz Vice President
Michael E. Hogan Vice President
Christopher P. Mullahy Vice President
Keith G. Smith Vice President
Sheila M. Welsh Vice President
Matthew J. Witkos Vice President
Michael D. Wright Vice President
William R. Wright Vice President
Robert Bernstein Regional Vice President
Frank E. Calvaruso Regional Vice President
Robert P. Mulligan Regional Vice President
Kevin J. Sheehan Regional Vice President
Jeanne M. La Porta Vice President and Assistant Secretary
Michael M. Pastore Vice President and Assistant
Secretary
Scott A. Silberstein Vice President and Assistant
Secretary
Matthew J. Simpson Vice President and Assistant
Secretary
Michael J. Strone Vice President and Assistant Secretary
Robert Zalucki Vice President - Tax Counsel
The names and principal occupations of the Directors of GEIM are as
follows:
Eugene K. Bolton Executive Vice President of General
Electric Investment Corporation ("GEIC")
and GEIM and Trustee of GEPT
Michael J. Cosgrove Executive Vice President of GEIC and
GEIM and Trustee of GEPT
John H. Myers Vice President of General Electric
Company, Chairman of the Board and
President of GEIC and GEIM and Trustee
of GEPT
Ralph R. Layman Executive Vice President of GEIC and
GEIM and Trustee of GEPT
Alan M. Lewis Executive Vice President, General
Counsel and Secretary of GEIC and GEIM
and Trustee of GEPT
Robert A. MacDougall Executive Vice President of GEIC and GEIM
and
Page 28 of 38 Pages
<PAGE>
Trustee of GEPT
Geoffrey R. Norman Executive Vice President of GEIC and
GEIM
Thomas J. Szkutak Executive Vice President - Finance and
Administration of GEIC and Executive
Vice President - Chief Financial Officer
of GEIM and Trustee of GEPT
Donald W. Torey Executive Vice President of GEIC and
GEIM and Trustee of GEPT
Page 29 of 38 Pages
<PAGE>
EXHIBIT INDEX:
Page:
-----
Exhibit 8: Second Amendment to Securities Purchase Agreement 31
among the Company, GECC, GEPT and GEIPPP, dated July
28, 1995.
Exhibit 9: Third Amendment to Securities Purchase Agreement 33
among the Company, GECC, GEPT and GEIPPP, dated
October 30, 1995.
Exhibit 10: Amended and Restated Fourth Amendment to Securities 35
Purchase Agreement among the Company, GECC, GEPT and
GEIPPP, entered into March 12, 1996 and effective as
of October 1, 1996.
Page 30 of 38 Pages
Exhibit 8
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Second Amendment to Securities Purchase Agreement (the
"Amendment") is dated July 28, 1995 and is effective as of June 1, 1995 by and
among Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"),
and Trustees of General Electric Pension Trust, a New York common law trust ("GE
Pension"), GE Investment Private Placement Partners, I, a Delaware limited
partnership ("GEIPPP"), and General Electric Capital Corporation, a New York
corporation (collectively the "Purchasers").
Recitals
A. Company entered into a Securities Purchase Agreement with Purchasers dated
June 24, 1993, and amended May 6, 1994 (the "Agreement"), pursuant to which
Purchasers acquired various securities of Company.
B. Company and Purchasers now desire to amend the Agreement as set forth herein.
1. Amendment. Section 6.1(a) of the Agreement is hereby amended to read in
its entirety as follows:
"6.1. Financial Covenants. (a) The Company will not permit its
Consolidated Net Worth at any time to be less than the sum of
(i) $100,000,000 or, only during the Company's second fiscal
quarter of 1995, $99,000,000 and (ii) the aggregate Stated
Value of the outstanding Shares of Preferred Stock (it being
understood that, for the purposes of paragraph (a), (x) the
Notes and any other subordinated Indebtedness of the Company
shall not be treated as equity and (y) Consolidated Net Worth
shall not be reduced by any amount up to one hundred and six
million dollars ($106,000,000) borrowed to redeem, purchase or
acquire shares of Common Stock to the extent such amounts are
repaid from the net cash proceeds received, not more than 180
days after the effective date of such borrowing, by the
Company from Nestle for the issue and sale of Shares of Common
Stock and warrants to purchase or acquire shares of Common
Stock on the terms set forth in the Nestle Purchase Agreement
and the Nestle Warrant Agreement).
2. Miscellaneous.
2.1. Except as expressly amended herein, all terms, covenants and
provisions of the Agreement are and shall remain in full force and effect and
all references therein to such Agreement shall henceforth refer to the Agreement
as amended by this Amendment. This Amendment shall be deemed incorporated into,
and a part of, this Agreement.
2.2. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. No third
party beneficiaries are intended in connection with this Amendment.
2.3. This Amendment shall be governed by and construed in accordance
with the law of the State of Delaware.
Page 31 of 38 Pages
<PAGE>
2.4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Amendment to be executed and delivered as of the date first above written.
DREYER'S GRAND ICE CREAM, TRUSTEES OF GENERAL ELECTRIC
INC. PENSION TRUST
By: /s/ Paul R. Woodland By: /s/ Alan M. Lewis
------------------------------ ------------------------------
Name: Paul R. Woodland Name: Alan M. Lewis
Title: Chief Financial Officer Title: Trustee
GENERAL ELECTRIC CAPITAL GE INVESTMENT PRIVATE
CORPORATION PLACEMENT PARTNERS I
By: GE Investment Management
By: Incorporated, its General Partner
------------------------------
Name:
Title:
By: /s/ Alan M. Lewis
------------------------------
Name: Alan M. Lewis
Title: Executive Vice
President
Page 32 of 38 Pages
Exhibit 9
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Third Amendment to Securities Purchase Agreement (the
"Amendment") is dated October 30, 1995 and is effective as of September 30, 1995
by and among Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the
"Company"), and Trustees of General Electric Pension Trust, a New York common
law trust ("GE Pension"), GE Investment Private Placement Partners, I, a
Delaware limited partnership ("GEIPPP") and General Electric Capital
Corporation, a New York corporation (collectively the "Purchasers").
Recitals
A. Company entered into a Securities Purchase Agreement with Purchasers dated
June 24, 1993, and amended May 6, 1994 and July 28, 1995 (the "Agreement"),
pursuant to which Purchasers acquired various securities of Company.
B. Company and Purchasers now desire to amend the Agreement as set forth herein.
1. Amendment. Section 6.1(a) of the Agreement is hereby amended to read in
its entirety as follows:
"6.1. Financial Covenants. (a) The Company will not permit its
Consolidated Net Worth at any time to be less than the sum of
(i) $100,000,000 or, only during the Company's second fiscal
quarter of 1995, $99,000,000 and (ii) the aggregate Stated
Value of the outstanding Shares of Preferred Stock net of
unamortized issuance costs associated with the securities (it
being understood that, for the purposes of paragraph (a), (x)
the Notes and any other Subordinated Indebtedness of the
Company shall not be treated as equity and (y) Consolidated
Net Worth shall not be reduced by any amount up to one hundred
and six million dollars ($106,000,000) borrowed to redeem,
purchase or acquire shares of Common Stock to the extent such
amounts are repaid from the net cash proceeds received, not
more than 180 days after the effective date of such borrowing,
by the Company from Nestle for the issue and sale of Shares of
Common Stock and warrants to purchase or acquire shares of
Common Stock on the terms set forth in the Nestle Purchase
Agreement and the Nestle Warrant Agreement).
2. Miscellaneous.
2.1. Except as expressly amended herein, all terms, covenants and
provisions of the Agreement are and shall remain in full force and effect and
all references therein to such Agreement shall henceforth refer to the Agreement
as amended by this Amendment. This Amendment shall be deemed incorporated into,
and a part of, this Agreement.
2.2. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. No third
party beneficiaries are intended in connection with this Amendment.
2.3. This Amendment shall be governed by and construed in accordance
with the law of the State of Delaware.
Page 33 of 38 Pages
<PAGE>
2.4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Amendment to be executed and delivered as of the date first above written.
DREYER'S GRAND ICE CREAM, TRUSTEES OF GENERAL ELECTRIC
INC. PENSION TRUST
By: /s/ Paul R. Woodland By: /s/ Alan M. Lewis
------------------------------ ------------------------------
Name: Paul R. Woodland Name: Alan M. Lewis
Title: Vice President Title: Alan M. Lewis
GENERAL ELECTRIC CAPITAL GE INVESTMENT PRIVATE
CORPORATION PLACEMENT PARTNERS I
By: GE Investment Management
By: /s/ Sharon L. E. Pipe Incorporated, its General Partner
------------------------------
Name: Sharon L. E. Pipe
Title: Dept. Operations Manager
By: /s/ Alan M. Lewis
------------------------------
Name: Alan M. Lewis
Title: Executive Vice
President
Page 34 of 38 Pages
Exhibit 10
AMENDED AND RESTATED FOURTH AMENDMENT
TO SECURITIES PURCHASE AGREEMENT
This Amended and Restated Fourth Amendment to Securities Purchase
Agreement (the "Amendment") is entered into this 12th day of March, 1996 and is
effective as of October 1, 1996 by and among Dreyer's Grand Ice Cream, Inc., a
Delaware corporation (the Company"), and Trustees of General Electric Pension
Trust, a New York common law trust ("GE Pension"), GE Investment Private
Placement Partners, I, a Delaware limited partnership ("GEIPPP"), and General
Electric Capital Corporation, a New York corporation (collectively the
"Purchasers").
Recitals
A. Company is a party to a Securities Purchase Agreement dated June 24, 1993,
with Purchasers (the "Purchase Agreement"), as amended by amendments dated May
6, 1994, July 28, 1995 and October 30, 1995, pursuant to which Purchasers
acquired various securities of Company.
B. The Company and Purchasers entered into a Fourth Amendment to Securities
Purchase Agreement dated February 1, 1996 and effective as of October 1, 1995
(the "Fourth Amendment").
C. Company and Purchasers now desire to amend and restate the Fourth Amendment
in its entirety and amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, waiver
provisions, and covenants contained herein, the parties agree as follows:
1. Amendment and Restatement of Fourth Amendment.
The Fourth Amendment is amended and restated in its entirety as set
forth in this Amendment.
2. Amendments to Purchase Agreement.
2.1 Section 12.1 of the Purchase Agreement is hereby amended by
adding the following definition:
""Net Aggregate Stated Value" shall mean the aggregate Stated
Value of the outstanding shares of Preferred Stock net of unamortized issuance
costs associated with the Securities."
2.2 The definition of "Consolidated Net Worth" contained in Section
12.1 of the Purchase Agreement is hereby amended to read in its entirety as
follows:
"Consolidated Net Worth" shall mean the consolidated
stockholders' equity of the Company and its Subsidiaries (not
including the Net Aggregate Stated Value) determined in
accordance with generally accepted accounting principles
consistently applied plus the Net Aggregate Stated Value."
2.3 Section 6.1(a) of the Purchase Agreement is hereby amended to
read in its entirety as follows:
Page 35 of 38 Pages
<PAGE>
"6.1. Financial Covenants. (a) The Company will not permit its
Consolidated Net Worth to be less than (i) $185,000,000 during
the Company's fourth fiscal quarter of 1995 or (ii)
$190,000,000 during each of the Company's four fiscal quarters
of 1996 or (iii) the sum of $100,000,000 plus the Net
Aggregate Stated Value at any time after the end of the
Company's 1996 fiscal year."
2.4 Section 6.1(c) of the Purchase Agreement is hereby amended to
read in its entirety as follows:
"(c) The Company will not permit its Fixed Charge Ratio
to be less than .75 to 1.00 on the last day of fiscal year
1995 and 1.5 to 1.0 on the last day of each fiscal year
thereafter."
2.5 Section 6.1 of the Purchase Agreement is hereby further amended
by adding the following paragraphs (d), (e) and (f):
"(d) In the event the Company's Fixed Charge Ratio on the last day
of the second fiscal quarter of 1996 is less than 1.25 to 1.0, then within ten
(10) business days after the Company's final calculation of such Fixed Charge
Ratio, the Company will pay to the holders of the outstanding shares of Series B
Preferred Stock, pro rata based on the number of shares held by each holder, out
of the assets of the Company legally available therefor, a special dividend in
the aggregate amount of Five Hundred Thousand Dollars ($500,000) cash.
(e) In the event the Company's Fixed Charge Ratio on the last day of
fiscal year 1996 is less than 1.5 to 1.0, then within ten (10) business days
after the Company's final calculation of such Fixed Charge Ratio, the Company
will pay to the holders of the outstanding shares of Series B Preferred Stock,
pro rata based on the number of shares held by each holder, out of the assets of
the Company legally available therefor, a special dividend in the aggregate
amount of Five Hundred Thousand dollars ($500,000) cash.
(f) The Purchasers agree that any special dividend payments made
pursuant to paragraphs (d) and (e) of this Section 6.1 shall not be considered
for purposes of calculating the Company's Fixed Charge Ratio. The Company agrees
that the provisions of Sections 6.17 and 6.18 of this Agreement shall be
applicable to any special dividend payments made pursuant to paragraphs (d) and
(e) of this Section 6.1."
3. Waiver of Rights under Certificate of Designation and
Interpretation.
3.1 Waiver of Rights. Notwithstanding their respective rights under
the Company's Certificate of Designation of Series B Convertible Preferred Stock
(the "Series B Certificate") the Company and the Purchasers agree to waive
certain of their respective rights thereunder and to agree as follows:
(a) The Purchasers agree to waive their right, as the holders of the
Company's Series 3 Convertible Preferred Stock (the "Series B Preferred Stock")
to receive dividends under Section 2(a) of the Series B Certificate (i) after
December 15, 1997, if the Company's Fixed Charge Ratio on the last day of fiscal
year 1996 is 1.5 to 1.0 or greater; or (ii) after June 15, 1999, if the
Company's Fixed Charge Ratio on the last day of fiscal year 1996 is less than
1.5 to 1.00.
(b) The Company agrees (i) after December 15, 1997, if the Company's
Fixed Charge Ratio on the last day of fiscal year 1996 is 1.5 to 1.0 or greater;
or (ii) after June 15, 1999, if the Company's Fixed Charge Ratio on the last day
of fiscal year 1996 is less than 1.5 to 1.0, that no dividend or distribution in
cash, shares of stock or other property on the Common Stock, par value $1.00 per
share, of the Company (the "Common Stock") shall be declared or paid or set
apart for payment unless, at the same time, the same dividend or distribution is
declared or paid or set apart, as the case may be, on the Series B Preferred
Stock payable on the same date, at the rate per share of Series B Preferred
Stock based upon the number of shares of Common Stock into which each share of
Series B Preferred
Page 36 of 38 Pages
<PAGE>
Stock is convertible (as adjusted pursuant to Section 8 of the Series B
Certificate) on the record date for such dividend or distribution on the Common
Stock.
(c) The Company agrees that it will not exercise its right to redeem
the Series B Preferred Stock pursuant to clause (i) of the first paragraph of
Section 5(a) of the Series B Certificate until after June 15, 1999.
(d) The Purchasers agree that the Company's right to redeem the
Series B Preferred Stock pursuant to clause (ii) of the first paragraph of
Section 5(a) of the Series B Certificate shall be extended to on or prior to
June 15, 1999, such that the Company shall have the right to redeem the Series B
Preferred Stock on the same terms as set forth in such clause of the Series B
Certificate.
3.2 Interpretation. The parties hereto confirm and agree that it was
their intent at the time the Purchase Agreement was executed that the
definitions of "Agreement" in the Purchase Agreement and of "Purchase Agreement"
in the Series B Certificate would include any amendments to the Purchase
Agreement as made from time to time pursuant to the terms of the Purchase
Agreement.
4. Miscellaneous.
4.1 Except as expressly amended herein, all terms, covenants and
provisions of the Purchase Agreement are and shall remain in full force and
effect and all references therein to such Purchase Agreement shall henceforth
refer to the Purchase Agreement as amended by this Amendment. This Amendment
shall be deemed incorporated into, and a part of, the Purchase Agreement.
4.2 This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. The Purchasers
agree that they will not sell, transfer, pledge, assign or otherwise dispose of
(collectively, "Transfer") any of their shares of Series B Preferred Stock
unless, prior to such Transfer, the proposed transferee shall have agreed in
writing in form and substance reasonably satisfactory to the Company to be bound
by the terms of this Fourth Amendment. No third party beneficiaries are intended
in connection with this Amendment.
4.3 This Amendment shall be governed by and construed in accordance
with the law of the State of Delaware.
4.4 This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Amendment to be executed and delivered as of the date first above written.
DREYER'S GRAND ICE CREAM, TRUSTEES OF GENERAL ELECTRIC
INC. PENSION TRUST
By: By: /s/ John H. Myers
------------------------------ ------------------------------
Name: Name: John H. Myers
Title: Title: Trustee
Page 37 of 38 Pages
<PAGE>
GENERAL ELECTRIC CAPITAL GE INVESTMENT PRIVATE
CORPORATION PLACEMENT PARTNERS I, L.P.
By: GE Investment Management
By: /s/ Incorporated, its General Partner
------------------------------
Name:
Title: Dept. Operations Manager
By: /s/ John H. Myers
------------------------------
Name: John H. Myers
Title: Executive Vice President
Page 38 of 38 Pages
