-----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, HWZLRL40c7qiEQQSTsT1Z04mrLHCPKkR9WZfOFXSX2VP4ncPdbhybAkRAVTrven/ xgoYV2ibF6H99N1OLdInEg== 0000950149-97-001097.txt : 19970520 0000950149-97-001097.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950149-97-001097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970514 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970519 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14190 FILM NUMBER: 97611401 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 8-K 1 FORM 8-K 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest Event reported): May 14, 1997 Commission file number 0-14190 DREYER'S GRAND ICE CREAM, INC. (Exact name of registrant as specified in its charter) Delaware No. 94-2967523 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5929 College Avenue, Oakland, California 94618 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 652-8187 - -------------------------------------------------------------------------------- 2 Item 5. Other Events On May 14, 1997, the Board of Directors of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), approved a third amendment (the "Amendment") to the Amended and Restated Rights Agreement (the "Rights Agreement") dated as of March 4, 1991, and amended June 14, 1994 and March 17, 1997, by and between the Company and ChaseMellon Shareholder Services, L.L.C. (as second successor in interest to Bank of America, N.T. & S.A., a national banking association), as Rights Agent. The Amendment, which became effective on May 15, 1997, amends the Rights Agreement to change the Final Expiration Date (as defined in the Rights Agreement) to May 16, 2007, and to increase the Purchase Price (as defined in the Rights Agreement) for each one one-hundredth of a Preferred Share (as defined in the Rights Agreement) to $300, subject to adjustment. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 10.1 Third Amendment dated May 15, 1997, to Amended and Restated Rights Agreement dated as of March 4, 1991, by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DREYER'S GRAND ICE CREAM, INC. By: /s/ Paul R. Woodland ---------------------------------- Name: Paul R. Woodland Title: Vice President - Finance and Administration, Chief Financial Officer and Assistant Secretary Dated: May 19, 1997 3 4 INDEX TO EXHIBITS Exhibit 10.1 Third Amendment dated May 15, 1997, to Amended and Restated Rights Agreement dated as of March 4, 1991, by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. 4 EX-10.1 2 AMEND. NO 3 TO AMENDED & RESTATED RIGHTS AGREEMENT 1 EXHIBIT 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT This Third Amendment (the "Amendment"), dated this 15th day of May, 1997, amends the Amended and Restated Rights Agreement (the "Rights Agreement") by and between Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (successor to First Interstate Bank of California, a state banking corporation organized and existing under the laws of the State of California) (the "Rights Agent"). All terms not otherwise defined herein shall have the meaning given such terms in the Rights Agreement. WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to effect certain amendments to the Rights Agreement; WHEREAS, pursuant to Section 27 of the Rights Agreement the Company may, subject to certain limitations, amend the Rights Agreement without the approval of any holders of Rights Certificates to make any provisions with respect to the Rights which the Company deems necessary or desirable. NOW, THEREFORE, upon all of the terms and conditions set forth hereinafter, the Company and the Rights Agent agree as follows: 1. Amendment. (a) Subclause (i) of Section 7(a) of the Rights Agreement is hereby amended to change the Final Expiration Date (as defined therein) from May 16, 1997 to May 16, 2007 by deleting the reference to "May 16, 1997" in such Subclause (i) and replacing it with "May 16, 2007". (b) Section 7(b) of the Rights Agreement is hereby amended to read in its entirety as follows: "The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $300, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below." 2. Miscellaneous. (a) Choice of Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 5 2 (b) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. (c) Severability. If any term or provision of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Amendment shall in no way be affected, impaired or invalidated. (d) Existing Terms. The existing terms and conditions of the Rights Agreement shall remain in full force and effect except as such terms and conditions are specifically amended or conflict with the terms of this Amendment. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed and delivered by its duly authorized officer on the day and year first above written. The Company: Rights Agent: DREYER'S GRAND ICE CREAM, INC. CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Edmund R. Manwell By: /s/ Patricia D. Dedrick ----------------------- -------------------------- Its: Secretary Its: Assistant Vice President ---------------------- ------------------------- 6 -----END PRIVACY-ENHANCED MESSAGE-----