-----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, MWmQxROV26R3J0aDs7stlg/jInFixcNYAT7Rek79PbrBgAs47z1kugBkW47BDrdF DB1phKHHtWLu0z8ycB1Y2A== 0000950149-97-001264.txt : 19970620 0000950149-97-001264.hdr.sgml : 19970620 ACCESSION NUMBER: 0000950149-97-001264 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970619 SROS: NASD FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14190 FILM NUMBER: 97626024 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 11-K 1 FORM 11-K FOR FISCAL YEAR ENDED 12/31/96 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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, 1996 OR / / TRANSITION REPORT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________ Commission file number 0-141090.......................................... A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DREYER'S GRAND ICE CREAM, INC. 5929 COLLEGE AVENUE OAKLAND, CA 94618 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION - -------------------------------------------------------------------------------
Page ---- REPORT OF INDEPENDENT ACCOUNTANTS 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Plan Benefits, with Fund Information, at December 31, 1996 and 1995 2 - 3 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information, for the Years Ended December 31, 1996 and 1995 4 - 5 Notes to Financial Statements 6 - 10 ADDITIONAL INFORMATION: Schedule I - Assets Held for Investment at December 31, 1996 11 - 16 Schedule II - Schedule of Loans or Fixed Income Obligations at December 31, 1996 17 Schedule V - Series of Transactions During the Year Ended December 31, 1996 in Excess of 5% of the Current Value of Plan Assets at December 31, 1995 18
Note: Schedules III and IV are not presented as they are not applicable. 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrative Committee of the Dreyer's Grand Ice Cream, Inc. Savings Plan In our opinion, the accompanying statements of net assets available for plan benefits, with fund information, and the related statements of changes in net assets available for plan benefits, with fund information, present fairly, in all material respects, the net assets available for plan benefits, with fund information, of the Dreyer's Grand Ice Cream, Inc. Savings Plan (the Plan) at December 31, 1996 and 1995, and the changes in net assets available for plan benefits, with fund information, for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I, II and V is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. Schedules I, II and V and the fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PRICE WATERHOUSE LLP - ------------------------ PRICE WATERHOUSE LLP San Francisco, California April 28, 1997 4
- -------------------------------------------------------------------------------- DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1996 - -------------------------------------------------------------------------------- SHORT TERM BALANCED EQUITY STOCK MASTERWORKS FUND FUND FUND FUND FUND Assets Investments at fair value: Corporate debt instruments $ - $ 566,983 $ 436,407 $ - $ - Common stock - 2,260,947 6,372,262 4,790,684 - Interest in pooled funds 414,100 157,600 393,700 245,100 11,269,035 U.S. government securities 2,192,365 1,564,193 1,504,626 - - Participant loans - - - - - ------------ ------------ ------------ ------------ ------------ 2,606,465 4,549,723 8,706,995 5,035,784 11,269,035 Contributions receivable: Employee 16,275 38,710 57,378 59,422 84,780 Employer 73,813 194,075 333,701 291,538 421,859 Accrued dividends receivable 2,278 745 - 1,441 212,470 Inter-fund transfers receivable/(payable) (16,728) 19,381 35,131 (4,444) (33,340) Cash 14 71 32 40 - ------------ ------------ ------------ ------------ ------------ Net assets available for Plan benefits $ 2,682,117 $ 4,802,705 $ 9,133,237 $ 5,383,781 $ 11,954,804 =========== =========== =========== =========== ===========
LOAN FUND TOTAL Assets Investments at fair value: Corporate debt instruments $ - $ 1,003,390 Common stock - 13,423,893 Interest in pooled funds - 12,479,535 U.S. government securities - 5,261,184 Participant loans 1,499,285 1,499,285 ------------ ------------ 1,499,285 33,667,287 Contributions receivable: Employee - 256,565 Employer - 1,314,986 Accrued dividends receivable - 216,934 Inter-fund transfers receivable/(payable) - - Cash - 157 ------------ ------------ Net assets available for Plan benefits $ 1,499,285 $ 35,455,929 ============ ============
See accompanying notes to financial statements. - 2 - 5
- -------------------------------------------------------------------------------- DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, AT DECEMBER 31, 1995 - -------------------------------------------------------------------------------- SHORT TERM BALANCED EQUITY STOCK WELLS FARGO FUND FUND FUND FUND FUND Assets Investments at fair value: Corporate debt instruments $ - $ 398,691 $ 537,621 $ - $ - Common stock - 2,013,663 5,365,169 4,727,984 - Interest in pooled funds 368,700 98,000 128,300 263,000 6,862,767 U.S. government securities 2,361,839 1,407,946 1,069,430 - - Participant loans - - - - - ----------- ----------- ----------- ----------- ----------- 2,730,539 3,918,300 7,100,520 4,990,984 6,862,767 Contributions receivable: Employee 19,614 37,669 53,879 54,955 55,325 Employer 115,469 215,827 343,557 308,850 329,468 Accrued dividends receivable - - - - 132,231 Cash 63 12 54 64 57 ----------- ----------- ----------- ----------- ----------- Net assets available for Plan benefits $ 2,865,685 $ 4,171,808 $ 7,498,010 $ 5,354,853 $ 7,379,848 =========== =========== =========== =========== ===========
LOAN FUND TOTAL Assets Investments at fair value: Corporate debt instruments $ - $ 936,312 Common stock - 12,106,816 Interest in pooled funds - 7,720,767 U.S. government securities - 4,839,215 Participant loans 1,158,081 1,158,081 ----------- ----------- 1,158,081 26,761,191 Contributions receivable: Employee - 221,442 Employer - 1,313,171 Accrued dividends receivable - 132,231 Cash - 250 ----------- ----------- Net assets available for Plan benefits $ 1,158,081 $28,428,285 =========== ===========
See accompanying notes to financial statements. -3- 6
- -------------------------------------------------------------------------------- DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1996 - -------------------------------------------------------------------------------- SHORT TERM BALANCED EQUITY STOCK MASTERWORKS FUND FUND FUND FUND FUND Additions to net assets attributed to: Investment income: Interest $ 138,703 $ 134,148 $ 139,709 $ 15,137 $ 329 Dividends - 31,824 86,987 36,395 362,591 Realized and unrealized gains (losses) - 348,135 1,031,666 (695,724) 1,574,478 ----------- ----------- ----------- ----------- ----------- 138,703 514,107 1,258,362 (644,192) 1,937,398 Contributions: Employee 334,468 670,338 1,151,408 1,042,516 1,300,732 Employer 73,813 194,075 333,701 291,539 421,859 Employee rollovers from other qualified plans 51,242 197,320 55,853 69,570 112,919 ----------- ----------- ----------- ----------- ----------- Total additions 598,226 1,575,840 2,799,324 759,433 3,772,908 ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefit and loan payments 459,454 307,535 615,117 384,813 489,736 Administrative expenses 19,201 45,113 83,315 37,349 53,715 ----------- ----------- ----------- ----------- ----------- Total deductions 478,655 352,648 698,432 422,162 543,451 ----------- ----------- ----------- ----------- ----------- Net increase 119,571 1,223,192 2,100,892 337,271 3,229,457 Net assets available for Plan benefits: Beginning of year 2,865,685 4,171,808 7,498,010 5,354,853 7,379,848 Transfers (303,139) (592,295) (465,665) (308,343) 1,345,499 ----------- ----------- ----------- ----------- ----------- End of year $ 2,682,117 $ 4,802,705 $ 9,133,237 $ 5,383,781 $11,954,804 =========== =========== =========== =========== ===========
LOAN FUND TOTAL Additions to net assets attributed to: Investment income: Interest $ 127,425 $ 555,451 Dividends - 517,797 Realized and unrealized gains (losses) - 2,258,555 ----------- ----------- 127,425 3,331,803 Contributions: Employee - 4,499,462 Employer - 1,314,987 Employee rollovers from other qualified plans - 486,904 ----------- ----------- Total additions 127,425 9,633,156 ----------- ----------- Deductions from net assets attributed to: Benefit and loan payments 110,164 2,366,819 Administrative expenses - 238,693 ----------- ----------- Total deductions 110,164 2,605,512 ----------- ----------- Net increase 17,261 7,027,644 Net assets available for Plan benefits: Beginning of year 1,158,081 28,428,285 Transfers 323,943 - ----------- ----------- End of year $ 1,499,285 $35,455,929 =========== ===========
See accompanying notes to financial statements. -4- 7 - ------------------------------------------------------------------------------- DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION, FOR THE YEAR ENDED DECEMBER 31, 1995 - -------------------------------------------------------------------------------
SHORT TERM BALANCED EQUITY STOCK WELLS FARGO FUND FUND FUND FUND FUND Additions to net assets attributed to: Investment income: Interest $ 150,908 $ 112,114 $ 120,692 $ 29,843 $ 555 Dividends - 30,490 85,868 21,623 234,293 Realized and unrealized gains 434 636,501 1,510,665 499,438 1,495,212 ----------- ----------- ----------- ----------- ----------- 151,342 779,105 1,717,225 550,904 1,730,060 Contributions: Employee 420,846 727,496 1,178,786 826,714 986,649 Employer 132,572 228,156 374,680 312,179 340,161 Employee rollovers from other qualified plans 35,532 79,588 116,337 183,025 63,010 ----------- ----------- ----------- ----------- ----------- Total additions 740,292 1,814,345 3,387,028 1,872,822 3,119,880 ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefit and loan payments 170,086 323,298 613,717 55,786 219,432 Administrative expenses 17,195 35,371 67,291 19,581 27,459 ----------- ----------- ----------- ----------- ----------- Total deductions 187,281 358,669 681,008 75,367 246,891 ----------- ----------- ----------- ----------- ----------- Net increase 553,011 1,455,676 2,706,020 1,797,455 2,872,989 Net assets available for Plan benefits: Beginning of year 2,820,639 3,171,246 6,488,843 1,201,548 4,405,638 Transfers (507,965) (455,114) (1,696,853) 2,355,850 101,221 ----------- ----------- ----------- ----------- ----------- End of year $ 2,865,685 $ 4,171,808 $ 7,498,010 $ 5,354,853 $ 7,379,848 =========== =========== =========== =========== ===========
LOAN FUND TOTAL Additions to net assets attributed to: Investment income: Interest $ 91,286 $ 505,398 Dividends - 372,274 Realized and unrealized gains - 4,142,250 ----------- ----------- 91,286 5,019,922 Contributions: Employee - 4,140,491 Employer - 1,387,748 Employee rollovers from other qualified plans - 477,492 ----------- ----------- Total additions 91,286 11,025,653 ----------- ----------- Deductions from net assets attributed to: Benefit and loan payments 39,252 1,421,571 Administrative expenses - 166,897 ----------- ----------- Total deductions 39,252 1,588,468 ----------- ----------- Net increase 52,034 9,437,185 Net assets available for Plan benefits: Beginning of year 903,186 18,991,100 Transfers 202,861 - ----------- ----------- End of year $ 1,158,081 $28,428,285 =========== ===========
See accompanying notes to financial statements. -5- 8 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of the Dreyer's Grand Ice Cream, Inc. Savings Plan (the Plan) is provided for general informational purposes only. Participants should refer to the Plan document for more complete information. GENERAL The Plan is a defined contribution profit sharing plan containing a cash or deferred arrangement described in Section 401(k) of the Internal Revenue Code. The Plan benefits participating employees of Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the Company). The Plan is administered by the Plan's Administrative Committee (the Committee) and all investments and cash are held by Imperial Trust Company (the Trustee). Watson Wyatt provides record keeping and consultation services and an investment manager provides investment advisory services for certain of the funds. The Plan became effective January 1, 1983 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). ELIGIBILITY All 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" following their commencement date of employment. The entry dates defined by the Plan are January 1, April 1, July 1 and October 1 of each calendar year. EMPLOYEE CONTRIBUTIONS In order to participate in the Plan, each participant is required to contribute at least 2% of the compensation received from the Company; however, any participant may elect to contribute an additional amount up to 10% of the participant's compensation within the maximum allowable amount permitted under the Internal Revenue Code. At all times, participants will be fully vested in their contributions adjusted for attributed income, gains, losses and expenses. EMPLOYER CONTRIBUTIONS The Plan provides that the Company may make discretionary employer matching contributions, subject to approval by the Company's Board of Directors. Discretionary employer matching contributions are made to participants' accounts equal to a percentage of each eligible participant's employee contribution. For eligible participants who have ten or more years of service as of the last day of the Plan year, the percentage of employee contributions matched is twice that of eligible participants with fewer than ten years of service. An eligible participant is defined as an eligible employee who was employed by the Company during the Plan year or who retired, died or was disabled during the Plan year. During 1996 and 1995, $134,612 and $72,969, 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. -6- 9 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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 quarterly as of March 31, June 30, September 30 and December 31. The valuation is based on all contributions, withdrawals, investment income, and realized and unrealized gains and losses since the previous valuation date. PLAN BENEFITS Upon retirement, death or permanent disability, participants are entitled to an amount equal to 100% of their salary deferral, rollover and Company accounts. In the event of termination prior to retirement, participants will receive the final balances in their salary deferral and rollover accounts plus the vested portion of the Company account to which they are entitled. A salary deferral account consists of the portion of a participant's account attributable to the participant's employee contributions and the related investment income; a rollover account consists of the portion of a participant's account attributable to the participant's rollover contributions and the related investment income; and a Company account consists of the portion of a participant's account attributable to Company contributions and the related investment income. 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 participants' accounts are credited for the return on their investment in proportion to their investment in the respective fund within the Plan. Investment options in the Plan include five funds: a short-term investment fund, a balanced fund, an equity fund, a stock fund (comprised of the Company's common stock) and an S&P 500 fund (MasterWorks fund) which replaced the Wells Fargo fund effective January 1, 1996. VESTING After completion of two years of service, participants are entitled to twenty percent (20%) of the final balance of their Company account. For each full year of service thereafter, participants vest an additional fifteen percent (15%) of their Company account balance and are fully vested after seven years. A participant earns one year of service for each year commencing on or after January 1, 1976 in which the participant has worked at least 1,000 hours. If a participant's service is less than two years and ends before retirement, death, or permanent disability, the entire Company account will be forfeited. -7- 10 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- PARTICIPANT LOANS The Plan has a participant loan program as allowed by existing Plan provisions. Participants may borrow a portion of their vested accounts, subject to the terms set forth in the Plan and the limitations of the Internal Revenue Code. Participant loans, which bear interest at the prime rate plus 2%, are due within five years and are secured by the participant's interest in the balance of his or her account. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements have been prepared using the accrual method of accounting in accordance with generally accepted accounting principles. The preparation of financial statements in accordance with generally accepted accounting principles requires the use of management's estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. INVESTMENTS AND INVESTMENT INCOME The Plan's assets are valued at the last quoted sales price of each calendar quarter 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 plan benefits, with fund information, 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 benefit plans. Loans made and loan repayments for active participants are recorded as transfers in the statement of changes in net assets available for plan benefits, with fund information. During 1996 and 1995, loans made totaled $854,530 and $612,062 respectively. During 1996 and 1995, loan repayments totaled $403,162 and $317,915, respectively. -8- 11 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 3. INVESTMENTS Investments representing 5% or more of net assets available for Plan benefits were as follows:
December 31, 1996 1995 INTEREST IN POOLED FUNDS: BZW Barclays MasterWorks S&P 500 Stock Fund $11,269,035 $ - Wells Fargo Inc. S&P 500 Stock Fund - 6,856,067 COMMON STOCK: Dreyer's Grand Ice Cream, Inc. 4,790,684 4,727,984
4. 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. 5. RECONCILIATION TO FORM 5500 Net assets allocable to terminated employees totaled $10,007 and $43,452 at December 31, 1996 and 1995, respectively. These amounts have been presented as liabilities of the Plan on the Plan's Form 5500 filing, in accordance with the Form's instructions. The following is a reconciliation between benefits paid to participants as reported in the financial statements and as reported in the Form 5500 for the year ended December 31, 1996: Benefits paid to participants per the financial statements $ 2,366,819 Add: Amounts allocable to terminated employees at December 31, 1996 10,007 Less: Amounts allocable to terminated employees at December 31, 1995 (43,452) --------- Benefits paid to particpants per the Form 5500 $ 2,333,374 =========
-9- 12 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 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. The Committee is of the opinion that the Plan fulfills the requirements of a qualified Plan and that the trust which forms a part of the Plan is not subject to tax. Accordingly, no provision for federal or state income taxes has been provided. -10- 13 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I - -------------------------------------------------------------------------------
NUMBER OF SHARES OR COST OF CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE SHORT TERM FUND Interest in Pooled Funds SEI Liquid Asset Trust Treasury portfolio 414,100 $ 414,100 $ 414,100 ----------- ----------- U.S. Government Securities U.S. Treasury Bills DTD 2/8/96, 2/6/97 350,000 $ 334,400 $ 348,191 U.S. Treasury Bills DTD 3/7/96, 3/6/97 200,000 191,080 198,206 U.S. Treasury Bills DTD 4/4/96, 4/3/97 200,000 190,155 197,390 U.S. Treasury Bills DTD 5/2/96, 5/1/97 100,000 94,896 98,296 U.S. Treasury Bills DTD 5/30/96, 5/29/97 250,000 239,524 244,742 U.S. Treasury Bills DTD 1/23/97, 7/24/97 250,000 237,422 242,725 U.S. Treasury Bills DTD 3/20/97, 9/18/97 300,000 286,475 288,885 U.S. Treasury Bills DTD 4/17/97, 10/16/97 300,000 285,223 287,694 U.S. Treasury Bills DTD 5/15/97, 11/13/97 300,000 286,072 286,236 ---------- ---------- $2,145,247 $2,192,365 ---------- ---------- Short Term Fund Total $2,559,347 $2,606,465 ========== ==========
BALANCED FUND Corporate Debt Instruments First United National Bank 6.180%, 2/15/36 N.C. Charlotte 175,000 $ 170,566 $ 165,890 General Electric Cap. Corp. 8.850%, 4/01/05 DTD 4/5/90 100,000 117,382 112,410 General Motors Accep. Corp. 6.625%, 10/15/05 DTD 10/15/95 200,000 205,718 195,000 Wal Mart Stores Inc. 5.875%, 10/15/05 DTD 10/14/93 100,000 95,896 93,683 ----------- ----------- $ 589,562 $ 566,983 ----------- -----------
-11- 14 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED) - -------------------------------------------------------------------------------
NUMBER of SHARES OR COST OF CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE BALANCED FUND, CONTINUED Common Stock Aflac Corp. Common Stock 1,700 $ 36,280 $ 72,675 Albertsons Common Stock 1,500 33,923 53,438 Allied Signal Inc. Common Stock 1,075 39,541 72,025 American Int'l Group Common Stock 625 37,980 67,656 American Std. Cos. Inc. Common Stock 1,900 58,786 72,675 Black & Decker Corp. Common Stock 2,250 84,564 67,781 Boeing Company Common Stock 534 25,275 56,871 British Pete PLC ADR Common Stock 550 67,939 77,756 Burlington Northern Santa Fe Common Stock 725 54,487 62,622 Carnival Corp. Common Stock 1,500 44,405 49,500 Catarpillar Inc. Common Stock 600 41,436 45,150 Clayton Homes Inc. Common Stock 3,750 55,614 50,625 Colgate Palmolive Company Common Stock 800 40,933 73,800 Conagra Inc. Common Stock 1,500 59,228 74,625 Deere Company Common Stock 1,500 44,552 60,750 Enron Corp. Common Stock 1,750 57,519 75,469 Federal Nat'l Mortgage Assn Common Stock 2,050 43,830 77,131 Franklin Res. Inc. Common Stock 1,050 42,857 71,794 General Electric Company Common Stock 750 30,904 74,156 Hewlett Packard Company Common Stock 1,450 44,047 72,862 Intel Corp. Common Stock 650 23,748 85,110 International Business Machines Common Stock 575 64,245 87,113 Kimberly Clark Corp. Common Stock 800 66,086 76,200 Lear Corp. Common Stock 1,750 52,681 59,719 Nabisco Holdings Corp. Common Stock 1,900 54,875 73,863 Newell Cos. Inc. Common Stock 2,300 46,617 72,450 Omnicom Group, Inc. Common Stock 1,250 31,262 57,187 Pepsico Incorporated Common Stock 2,300 41,534 67,275 Rockwell Int'l Corp. Common Stock 825 44,811 50,222 Schering Plough Common Stock 1,050 37,505 67,987 Solectron Corp. Common Stock 1,000 37,519 53,375 Wal Mart Stores Inc. Common Stock 2,400 63,819 54,600 Walgreen Co. Common Stock 1,400 24,948 56,350 Wells Fargo Co. Common Stock 260 70,715 70,135 ---------- ---------- $1,604,465 $2,260,947 ---------- ---------- Interest in Pooled Funds SEI Liquid Asset Trust Treasury portfolio 157,600 $ 157,600 $ 157,600 ---------- ----------
-12- 15 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED) - -------------------------------------------------------------------------------
NUMBER OF SHARES OR COST OF CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE BALANCED FUND, CONTINUED U.S. Government Securities Fed. Home Loan Banks 6.480%, 10/6/05 DTD 10/6/95 225,000 $ 214,630 $ 222,048 Fed. Home Loan Mtg. Corp. 9/20/00 DTD 9/20/93 100,000 88,219 99,139 Fed. Home Loan Mtg. Corp. 6.350%, 3/7/01 DTD 3/7/94 200,000 182,313 198,376 Fed. Nat'l Mtg. Assn 6.850%, 4/5/04 200,000 198,300 203,000 Fed. Nat'l Mtg. Assn 7.000%, 8/12/02 DTD 8/10/92 200,000 185,937 198,938 Fed. Nat'l Mtg. Assn 7.500%, 2/11/02 DTD 2/10/92 200,000 215,937 209,250 Fed. Home Loan Mtg 6.970%, 10/3/05 75,000 73,336 74,766 DTD 10/3/95 Fed. Home Loan Mtg 7.830%, 8/11/04 130,000 129,878 130,812 DTD 8/11/94 Fed. Home Loan Mtg 6.970%, 6/16/00 100,000 100,125 99,250 Fed. Farm Credit Bank Notes 7.160%, 5/15/06 125,000 126,875 128,614 ---------- ---------- $1,515,550 $1,564,193 ---------- ---------- Balanced Fund Total $3,867,177 $4,549,723 ========== ========== EQUITY FUND Corporate Debt Instruments Anheuser-Busch Company 7.250%, 9/15/15 100,000 $ 102,325 $ 98,947 Commercial Cr. Group Inc. 5.875%, 1/15/03 175,000 166,378 167,489 General Electric Cap. Corp. 8.750%, 5/21/07 150,000 171,540 169,971 ---------- ---------- $ 440,243 $ 436,407 ---------- ----------
-13- 16 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED) - -------------------------------------------------------------------------------
NUMBER OF SHARES OR COST OF CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE EQUITY FUND, CONTINUED Common Stock Aflac Corp. Common Stock 4,800 102,000 205,200 Albertsons Common Stock 4,100 97,941 146,062 Allied Signal Inc. Common Stock 3,025 111,002 202,675 American Int'l Group Common Stock 1,775 105,692 192,144 American Std. Cos. Inc. Common Stock 5,500 169,520 210,375 Black & Decker Corp. Common Stock 6,400 237,701 192,800 Boeing Company Common Stock 1,496 70,646 159,324 British Pete PLC ADR Common Stock 1,500 185,190 212,062 Burlington Northern Santa Fe Common Stock 2,300 175,363 198,663 Carnival Corp. Common Stock 4,400 130,265 145,200 Caterpillar Inc. Common Stock 1,650 113,912 124,163 Clayton Homes Inc. Common Stock 11,375 165,933 153,563 Colgate Palmolive Company Common Stock 2,200 120,807 202,950 Conagra Inc. Common Stock 4,000 157,803 199,000 Deere Company Common Stock 4,200 124,493 170,100 Enron Corp. Common Stock 4,800 155,519 207,000 Fed. Nat'l Mtg. Assn Common Stock 5,650 120,404 212,581 Franklin Res. Inc. Common Stock 3,000 123,934 205,125 General Electric Company Common Stock 2,100 94,918 207,638 Hewlett Packard Company Common Stock 4,000 129,735 201,000 Intel Corporation Common Stock 1,800 66,090 235,688 International Business Common Stock Machines Common Stock 1,650 184,674 249,975 Kimberly Clark Corp. Common Stock 2,200 182,257 209,550 Lear Corp. Common Stock 5,000 151,172 170,625 Nabisco Holdings Corp. Common Stock 5,350 157,121 207,981 Newell Cos Inc. Common Stock 6,100 130,420 192,150 Omnicom Group, Inc. Common Stock 3,500 87,736 160,125 Pepsico Incorporated Common Stock 6,400 119,343 187,200 Rockwell Int'l Corp. Common Stock 2,300 124,987 140,012 Schering Plough Common Stock 3,100 114,869 200,724 Solectron Corp. Common Stock 2,900 107,642 154,788 Wal Mart Stores Inc. Common Stock 7,000 183,345 159,250 Walgreen Co. Common Stock 4,000 74,303 161,000 Wells Fargo Co. Common Stock 725 196,937 195,569 ---------- ---------- $4,573,674 $6,372,262 ---------- ---------- Interest in Pooled Funds SEI Liquid Asset Trust Treasury portfolio 393,700 $ 393,700 $ 393,700 ---------- ----------
-14- 17 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED) - -------------------------------------------------------------------------------
NUMBER OF SHARES OR COST OF CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE EQUITY FUND, CONTINUED U.S. Government Securities Federal Farm Cr Bks 7.160%, 5/15/06 100,000 101,063 102,891 Fed. Nat'l Mtg. Assn 6.850%, 4/5/04 200,000 198,300 203,000 Fed. Nat'l Mtg. Assn 7.700%,8/10/04 100,000 100,000 102,281 Fed. Nat'l Mtg. Assn 6.95%, 11/13/06 100,000 99,943 99,234 Fed. Home Loan Mtg. Corp. 6.570%, 2/16/06 375,000 375,234 360,469 Fed. Home Loan Bks 6.480%, 10/6/05 150,000 143,087 148,032 Fed. Home Loan Mortgage 6.550%, 4/2/03 100,000 99,844 97,844 Fed. Home Loan Mortgage 6.970%, 6/16/00 200,000 200,250 198,500 U.S. Treasury Bonds 10.750%, 8/15/05 150,000 177,516 192,375 ----------- ----------- $ 1,495,237 $ 1,504,626 ----------- ----------- Equity Fund Total $ 6,902,854 $ 8,706,995 =========== =========== STOCK FUND Common Stock Dreyer's Grand Ice Cream, Inc. Common Stock 165,196 $ 5,023,304 $ 4,790,684 ----------- ----------- Interest in Pooled Funds SEI Liquid Asset Trust Treasury Portfolio 245,100 $ 245,100 $ 245,100 ----------- ----------- Stock Fund Total $ 5,268,404 $ 5,035,784 =========== =========== MASTERWORKS FUND* Interest in Pooled Funds MasterWorks Funds Inc. S&P 500 Stock Fund Mutual funds 708,299 $ 8,409,792 $11,269,035 ----------- ----------- MasterWorks Fund Total $ 8,409,792 $11,269,035 =========== ===========
* Effective January 1, 1996, the Fund changed its name from Wells Fargo Fund to MasterWorks Funds. The Fund is managed by BZW Barclays Global Fund Advisors who replaced Wells Fargo Bank. -15- 18 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996 SCHEDULE I (CONTINUED) - -------------------------------------------------------------------------------
NUMBER OF SHARES OR COST OF CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT FACE VALUE ASSET VALUE LOAN FUND Participant loans 8% to 11.0%, due 2/1/97 through 1/22/02 $ 1,499,285 $ 1,499,285 ----------- ----------- Loan Fund Total $ 1,499,285 $ 1,499,285 ----------- ----------- Total Assets Held for Investment at December 31, 1996 $28,506,859 $33,667,287 =========== ===========
-16- 19 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS DECEMBER 31, 1996 SCHEDULE II - --------------------------------------------------------------------------------
AMOUNT RECEIVED UNPAID IDENTITY AND ADDRESS ORIGINAL DURING REPORTING YEAR BALANCE AT OF OBLIGOR LOAN AMOUNT PRINCIPAL INTEREST END OF YEAR DETAILED DESCRIPTION OF LOAN - - Alexis Rivera $ 1,619 $- $ - $ 1,509 Interest Rate: 8.5% SSN: ###-##-#### Loan Date: 5/19/92 2322 Ellis Ave., #1 Term: 61 months Bronx, NY 10462 Collateral: 50% of borrower's vested accrued benefit Last Payment: 11/23/92 Reason: Termination of employment Status: In collection - - John Eger, Jr. 3,400 - - 2,457 Interest Rate: 10.5% SSN: ###-##-#### Loan Date: 7/22/91 29402 Ivy Glenn Dr. Term: 60 months Laguna Niguel, CA 92677 Collateral: 50% of borrower's vested accrued benefit Last Payment: 4/29/93 Reason: Termination of employment Status: In collection
Amount Overdue Principal Interest - - Alexis Rivera $ 1,509 $ - SSN: ###-##-#### 2322 Ellis Ave., #1 Bronx, NY 10462 - - John Eger, Jr. 2,457 - SSN: ###-##-#### 29402 Ivy Glenn Dr. Laguna Niguel, CA 92677
-17- 20 DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN SERIES OF TRANSACTIONS DURING THE YEAR ENDED DECEMBER 31, 1996 IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS AT DECEMBER 31, 1995 SCHEDULE V - --------------------------------------------------------------------------------
CURRENT NUMBER COST OF VALUE ON REALIZED PARTY DESCRIPTION OF PURCHASE SELLING ASSET TRANSACTION GAIN/ INVOLVED OF ASSET TRANSACTIONS PRICE PRICE DISPOSED DATE (LOSS) Imperial Trust Co. SEI Liquid Asset Trust - Treasury 364 $16,340,300 $ 16,340,300 $- Imperial Trust Co. SEI Liquid Asset Trust - Treasury 230 $ 15,976,400 $ 15,976,400 15,976,400 - Imperial Trust Co. U.S. Treasury Bills 12 3,118,122 3,118,122 - Imperial Trust Co. U.S. Treasury Bills 11 3,090,082 3,090,082 3,090,082 - Imperial Trust Co. Master Works Funds Inc. S&P 500 Stock Fund 40 3,526,429 3,526,429 -
-18- 21 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 18, 1997 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 22 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ------------ 23 Consent of Independent Accountants EX-23 2 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-56417) of Dreyer's Grand Ice Cream, Inc. of our report dated April 28, 1997 appearing on page 1 of this Form 11-K. /s/ PRICE WATERHOUSE LLP - ------------------------ PRICE WATERHOUSE LLP San Francisco, California June 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----