-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLkWRb9n4SCS41DqzIxoM4/k8cXbpRnNjfOvMbut6aiEbM35l//l0Ku09dJG+oG/ PbXZihYLgH0DuDEUay4zxg== 0000895345-02-000052.txt : 20020414 0000895345-02-000052.hdr.sgml : 20020414 ACCESSION NUMBER: 0000895345-02-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREYERS GRAND ICE CREAM INC CENTRAL INDEX KEY: 0000352305 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 942967523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33877 FILM NUMBER: 02522121 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D/A 1 wdsc13da_ge.txt SCHEDULE 13D (AMENDMENT #5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Dreyer's Grand Ice Cream, Inc. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - ----------------------------------------------------------------------------- (Title of Class of Securities) 26187810 ------------- (CUSIP Number) Nancy E. Barton, Esq. General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 (203) 961-5523 Alan M. Lewis General Electric Pension Trust P.O. Box 7900 3003 Summer Street Stamford, CT 06904 (203) 326-2313 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 29, 2002 - ----------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing Person(s) has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(f) or 240.13d-1(g), check the following box [__]. *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 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). This Amendment No. 5 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by General Electric Capital Corporation, a Delaware corporation ("GECC"), General Electric Pension Trust, a New York common law trust ("GEPT"), GE Investment Private Placement Partners I, Limited PArtnership, a Delaware limited partnership ("GEIPPP"), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of General Electric Company ("GEAM"), General Electric Capital Services, Inc., a Delaware corporation and General Electric Company, a New York corporation on July 12, 1993 and amended on each of May 24, 1994, December 10, 1997, July 5, 2001 and August 7, 2001, 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: Item 1. Security and Issuer. - ------ ------------------- Unchanged. Item 2. Identity and Background. - ------ ----------------------- Unchanged. Item 3. Source and Amount of Funds or Other Consideration. - ------ ------------------------------------------------- Unchanged. Item 4. Purpose of Transaction. - ------ ---------------------- On January 29, 2002, GECC, GEPT, GEIPP and the Company entered into the letter agreement dated January 28, 2002, a copy of which is attached as an exhibit and which is incorporated by reference. Item 5. Interest in Securities of the Issuer. ------------------------------------ Unchanged. Item 6. Contracts Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------- On January 29, 2002, GECC, GEPT, GEIPP and the Company entered into the letter agreement dated January 28, 2002, a copy of which is attached as an exhibit and which is incorporated by reference. Item 7. Material to be Filed as Exhibits. -------------------------------- Letter agreement dated January 28, 2002, among GECC, GEPT, GEIPP and the Company. Schedules: - --------- Schedule I is replaced in its entirety by Schedule I attached hereto. SIGNATURES After reasonable inquity 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/ Jonathan K. Sprole -------------------------------- Name: Jonathan K. Sprole Title: Department Operations Manager GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Patrick J. McNeela -------------------------------- Name: Patrick J. McNeela Title: Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ Patrick J. McNeela -------------------------------- Name: Patrick J. McNeela Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Patrick J. McNeela ------------------------------- Name: Patrick J. McNeela Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Jonathan K. Sprole ------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Jonathan K. Sprole ------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact Dated: January 30, 2002 Schedule I JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Amendment No. 5 to the Schedule 13D filed on the 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: January 30, 2002 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jonathan K. Sprole --------------------------------- Name: Jonathan K. Sprole Title: Department Operations Manager GENERAL ELECTRIC PENSION TRUST By: GE Asset Managemenet Incorporated, its Investment Manager By: /s/ Patrick J. McNeela --------------------------------- Name: Patrick J. McNeela Title: Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ Patrick J. McNeela -------------------------------- Name: Patrick J. McNeela Title: Vice President GE ASSET MANAGEMENT INCORPORATED By: /s/ Patrick J. McNeela ------------------------------- Name: Patrick J. McNeela Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Jonathan K. Sprole ------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Jonathan K. Sprole ------------------------------- Name: Jonathan K. Sprole Title: Attorney-in-Fact EX-99.1 3 exh99_1.txt EXHIBIT 99.1 January 28, 2002 Dreyer's Grand Ice Cream, Inc. 5929 College Avenue Oakland, CA 94618 Ladies and Gentlemen: We are writing to confirm certain agreements among Dreyer's Grand Ice Cream, Inc. (the "Company"), General Electric Pension Trust ("GEPT"), GE Investment Private Placement Partners I, Limited Partnership ("GEIPP"), and General Electric Capital Corporation ("GECC" and, together with GEPT and GEIPP, the "GE Entities"), relating to the Common Stock, $1.00 par value (the "Common Stock"), of the Company. Concurrently with the execution and delivery of this Agreement by the Company, Jack O. Peiffer is resigning as a member of the Board of Directors of the Company. A copy of Mr. Peiffer's letter of resignation is attached hereto. The Company acknowledges that his resignation does not affect Mr. Peiffer's rights to indemnification and exculpation under the Company's certificate of incorporation and by-laws or his rights under any directors' and officers' insurance policies of the Company with respect to any period prior to the effectiveness of his resignation. The following confirms certain understandings between the parties with respect to the potential exercise by the GE Entities of its rights under the Registration Rights Agreement dated as of June 30, 1993, as amended (the "Registration Rights Agreement"). Within 30 days from the receipt of a written request therefor, the Company shall file a Registration Statement on Form S-3 (the "Registration Statement") in order to register for sale all shares of Common Stock owned by the GE Entities, in accordance with the plan of distribution of the GE Entities, which may include, without limitation, the sale of shares in an underwritten offering and the sale of shares in one or more block trades. If the GE Entities determine to effect an underwritten offering of Common Stock, the Company will cooperate with the GE Entities in connection therewith, including, without limitation, conducting up to three roadshow meetings with investors upon the reasonable request of the GE Entities. The Company shall cause the Registration Statement to become effective at the earliest practicable date and to remain effective until the earlier of (i) the date all shares of Common Stock registered on behalf of the GE Entities have been sold and (ii) 90 days from the effective date of the Registration Statement. The Company shall bear all Registration Expenses (as defined in the Registration Rights Agreement) in connection with the Registration Statement. Except as otherwise provided herein, the registration of the shares of Common Stock owned by the GE Entities shall be effected in accordance with the provisions of the Registration Rights Agreement. The Securities Purchase Agreement among the Company and the GE Entities dated as of June 24, 1993 and all related agreements between the Company, on the one hand, and any of the GE Entities, on the other hand, are hereby terminated and none of the provisions of any such agreement shall survive such termination, except for this letter and except that the provisions of the Registration Rights Agreement shall survive for the purposes of embodying the agreement of the parties hereto with respect to the manner in which the registration contemplated by the preceding paragraph shall be effected. Simultaneously herewith, outside counsel to the GE Entities is delivering to the Company its opinion with respect to the eligibility for transfer without registration by the GE Entities of the shares of Common Stock held by them. The Company agrees to remove all legends from the certificates evidencing shares of Common Stock held by the GE Entities and to redeliver such certificates, or to deliver unlegended replacements therefor, to the GE Entities within 5 days after delivery of such certificates to the Company by the GE Entities. The GE Entities hereby confirm that they shall promptly amend the Statement on Schedule 13D filed with the Securities and Exchange Commission with respect to their ownership of the Common Stock to reflect this letter agreement, and that such amendment will not otherwise amend in any respect the disclosures heretofore contained in such Statement under Items 4 or 6. The Company acknowledges and agrees that the Company has not furnished to Mr. Peiffer, any of the GE Entities, General Electric Company or any direct or indirect subsidiary of any of the foregoing or any of their respective officers, directors or employees any current non-public information which is material to the Company. This letter shall be governed by the laws of the State of Delaware. Very truly yours, GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Incorporated, its Investment Manager By: /s/ Michael M. Pastore ------------------------------------ Michael M. Pastore, Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Asset Management Incorporated, its General Partner By: /s/ Michael M. Pastore ------------------------------------ Michael M. Pastore, Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Jonathan K. Sprole ------------------------------------ Jonathan K. Sprole Department Operations Manager Acknowledged and Agreed: DREYER'S GRAND ICE CREAM, INC. By: /s/ Timothy F. Kahn ------------------------------------ Timothy F. Kahn, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----