SC 13D/A 1 a73953sc13da.txt SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 9) UNDER THE SECURITIES EXCHANGE ACT OF 1934 DREYER'S GRAND ICE CREAM, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 26187810 -------------------------------------------------------------------------------- (CUSIP Number) Kristin Adrian, Esq. with copy to: Senior Vice President, General Counsel and Secretary Mary Ellen Kanoff, Esq. Nestle Holdings, Inc. Latham & Watkins c/o Nestle USA, Inc. 633 West Fifth Street 800 North Brand Boulevard Suite 4000 Glendale, California 91203 Los Angeles, California 90071 (818) 549-6703 (213) 485-1234 (Name, Address and Telephone Number of Person -------------------------------------------------------------------------------- Authorized to Receive Notices and Communications) July 5, 2001 -------------------------------------------------------------------------------- (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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. (Continued on the following page) Page 1 of 11 Pages 2 SCHEDULE 13D CUSIP NO. 26187810 PAGE 2 OF 11 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON NESTLE HOLDINGS, INC. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,563,016 SHARES NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,563,016 SHARES PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,563,016 SHARES -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.82% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO. 26187810 PAGE 3 OF 11 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON NESTLE S.A. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 9,563,016 SHARES NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 9,563,016 SHARES PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,563,016 SHARES -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.82% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- 4 page 4 of 11 ITEM 1. SECURITY AND ISSUER. This Amendment No. 9 amends the Schedule 13D previously filed by Nestle Holdings, Inc., a Delaware corporation ("Holdings") and Nestle S.A., a corporation organized under the laws of Switzerland ("Nestle") on May 16, 1994, as amended and restated by Amendment No. 1 to Schedule 13D filed on June 16, 1994, as amended by Amendment No. 2 to Schedule 13D filed on October 5, 1994, as amended by Amendment No. 3 to Schedule 13D filed on April 7, 1995 and as amended by Amendment No. 4 to Schedule 13D filed on March 12, 1997, as amended and restated by Amendment No. 5 to Schedule 13D filed on June 17, 1997, as amended by Amendment No. 6 to Schedule 13D filed June 18, 1997, as amended and restated by Amendment No. 7 to the Schedule 13D filed on June 14, 1999 and as amended by Amendment No. 8 to the Schedule 13D filed on August 19, 1999 (as so amended, the "Schedule 13D"), and relates to the shares of Common Stock, $1.00 par value per share (the "Shares"), of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. The third paragraph of Item 2 of the Schedule 13D is amended and restated in its entirety as follows: For information with respect to the identity and background of (i) each executive officer and director of Holdings and (ii) each executive officer and director of Nestle, see Schedule I hereto. ITEM 3. SOURCE AND AMOUNT OF OTHER FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended to add the following: It is presently expected that the $108,443,850 to be used for the purchase (as described in Item 5 below) of the 3,451,000 Shares will be obtained from the working capital of Holdings or borrowed from one of Holdings' wholly owned subsidiaries. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 of the Schedule 13D is hereby amended to add the following: Holdings will acquire the 3,451,000 Shares pursuant to the Share Purchase Agreement, the Rogers Right of First Refusal Agreement, and the East Bay Undertaking Agreements (each as defined in Item 5 below) for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a), (b), (c) and (d) of the Schedule 13D is hereby amended to add the following: (a), (b), (c) and (d) On July 2, 2001 and pursuant to the Right of First Refusal Agreement dated as of June 14, 1994 by and between Holdings and T. Gary Rogers and his affiliates (the "Rogers") previously filed as an Exhibit to the Schedule 13D (the "Rogers Right of First Refusal Agreement"), and Agreements of Undertaking dated as of December 19, 2000 and June 5, 2001 (the "East Bay Undertaking Agreements") by and between Holdings and The East Bay Supporting Foundation ("East Bay") pursuant to which East Bay agreed to comply with the terms and conditions of the Rogers Right of First Refusal Agreement with respect to 51,000 Shares transferred to it by the Rogers (the "East Bay Undertaking Agreement"), Holdings exercised its right of first refusal to acquire beneficial ownership of 51,000 Shares from East Bay for an aggregate purchase price of $1,343,850. 5 page 5 of 11 It is anticipated that the acquisition of the 51,000 shares will close on or before July 17, 2001. On July 5, 2001, Holdings entered into a Share Purchase Agreement (the "Share Purchase Agreement") to purchase an aggregate 3,400,000 Shares, representing 9.89%(1) of the total Shares outstanding, from General Electric Capital Corporation, the Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I (the "GE Parties") in exchange for an aggregate consideration of $107,100,000 in cash. Consummation of such purchases of Shares is conditioned on the expiration or termination of the waiting period imposed under the Hart-Scott-Rodino Improvements Act of 1976, as amended. The source of the consideration to be paid pursuant to the Share Purchase Agreement will be obtained from the working capital of Holdings or borrowed from one of Holdings' wholly owned subsidiaries. A copy of the Share Purchase Agreement is filed as an Exhibit 10.10 hereto and is incorporated by reference herein. As a result of the execution of the Share Purchase Agreement, Holdings has a right to purchase the 3,400,000 Shares covered by it and may be deemed to beneficially own such Shares. In light of the foregoing, as of July 5, 2001, Holdings may be deemed the beneficial owner of 9,563,016 Shares, constituting approximately 27.82% of the Issuer's outstanding Shares (the filing of this Amendment shall not be construed as an admission that Holdings is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of the 3,400,000 Shares subject to the Share Purchase Agreement, pending the consummation of the transactions contemplated thereby). Nestle may be deemed to beneficially own the 9,563,016 Shares deemed beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. Holdings has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the Shares beneficially owned by it. Nestle may be deemed to have the sole power to vote or direct the vote, and to dispose or direct the disposition of, the Shares beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. Holdings has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by it. Nestle may be deemed to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended to add the following: Holdings may be deemed to have acquired beneficial ownership of the 3,400,000 Shares described in Item 5 above pursuant to the Share Purchase Agreement. ---------- (1) This percentage and all other such percentages in this Amendment are based on 34,377,998 Shares outstanding, calculated by combining the 28,578,000 Shares outstanding as of May 11, 2001, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, with 5,799,998 Shares that the GE Parties have informed Holdings they received on conversion of the Company's Series A Preferred Stock following a written request made on June 19, 2001. 6 page 6 of 11 Pursuant to the Rogers Right of First Refusal Agreement and the East Bay Undertaking Agreements, East Bay agreed to be bound by the terms and conditions of the Rogers Right of First Refusal Agreement with respect to the 51,000 Shares transferred to it by T. Gary Rogers and/or his affiliates. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 10.10 Share Purchase Agreement dated July 5, 2001, by and between General Electric Capital Corporation, General Electric Pension Trust, and GE Investment Private Placement Partners I, on the one hand, and Nestle Holdings, Inc., on the other hand. 24.1 Power of Attorney
7 page 7 of 11 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. NESTLE HOLDINGS, INC. By: /s/ Kristin Adrian ------------------------------------- Name: Kristin Adrian Title: Senior Vice President, General Counsel, and Secretary Dated: July 6, 2001 NESTLE S.A. By: /s/ Kristin Adrian ------------------------------------- Kristin Adrian, attorney-in-fact for Name: H.P. Frick Title: Senior Vice President and General Counsel of Nestle S.A. 8 page 8 of 11 SCHEDULE I NESTLE HOLDINGS, INC. EXECUTIVE OFFICERS AND DIRECTORS
Name Present Business Address Present Principal Occupation Citizenship ---- ------------------------ ---------------------------- ----------- Executive Officers Carlos E. Represas Nestle S.A. Chairman of Board Mexico Avenue Nestle 55 CH-1800 Vevey Switzerland Joseph M. Weller Nestle Holdings, Inc. Chief Executive Officer and President United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Peter D. Argentine Nestle Holdings, Inc. Senior Vice President, Finance United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Kristin Adrian Nestle Holdings, Inc. Senior Vice President, General United States c/o Nestle USA, Inc. Counsel and Secretary 800 North Brand Boulevard Glendale, CA 91203 Alexander Spitzer Nestle Holdings, Inc. Senior Vice President, Taxes United States 383 Main Avenue, 5th Floor Norwalk, Connecticut 06851 E. Simon Jones Nestle Holdings, Inc. Vice President, Taxes United Kingdom 383 Main Avenue, 5th Floor Norwalk, Connecticut 06851 Manfred R. Lehmann Nestle Holdings, Inc. Vice President and Treasurer Switzerland and c/o Nestle USA, Inc. United States 800 North Brand Boulevard Glendale, CA 91203 Kimberly A. Lund Nestle Holdings, Inc. Vice President and Controller United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Mark E. Siegal Nestle Holdings, Inc. Vice President, Taxes United States 383 Main Avenue, 5th Floor Norwalk, Connecticut 06851 Gary Kirschenbaum Nestle Holdings, Inc. Vice President, Taxes United States 383 Main Avenue, 5th Floor Norwalk, Connecticut 06851
9 page 9 of 11 Directors Carlos E. Represas Nestle S.A. Chairman of Board Mexico Avenue Nestle 55 CH-1800 Vevey Switzerland Joseph M. Weller Nestle Holdings, Inc. Chief Executive Officer and President United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203 Wolfgang Reichenberger Nestle S.A. Director Austria and Avenue Nestle 55 Switzerland CH-1800 Vevey Switzerland Kevin Berryman Nestle S.A. Director United States Avenue Nestle 55 CH-1800 Vevey Switzerland Peter D. Argentine Nestle Holdings, Inc. Senior Vice President, Finance United States c/o Nestle USA, Inc. 800 North Brand Boulevard Glendale, CA 91203
10 page 10 of 11 NESTLE S.A. EXECUTIVE OFFICERS AND DIRECTORS
Name Present Business Address Present Principal Occupation Citizenship ---- ------------------------ ---------------------------- ----------- Executive Officers Peter Brabeck-Letmathe Nestle S.A. Chief Executive Officer Austria Avenue Nestle 55 CH-1800 Vevey Switzerland Wolfgang Reichenberger Nestle S.A. Executive Vice President Austria/ Avenue Nestle 55 Finance/Control Switzerland CH-1800 Vevey Switzerland Francisco Castaner Nestle S.A. Executive Vice President Spain Avenue Nestle 55 Pharma & Cosmetics CH-1800 Vevey Human Resources Switzerland Corporate Affairs Michael W.O. Garrett Nestle S.A. Executive Vice President Austria/ Avenue Nestle 55 Zone AOA United Kingdom CH-1800 Vevey Switzerland Rupert Gasser Nestle S.A. Executive Vice President Switzerland/ Avenue Nestle 55 Technical, Production, R&D Austria CH-1800 Vevey Switzerland Lars Olofsson Nestle S.A. Executive Vice President Sweden Avenue Nestle 55 Zone EUR CH-1800 Vevey Switzerland Carlos E. Represas Nestle S.A. Executive Vice President Mexico Avenue Nestle 55 Zone AMS CH-1800 Vevey Switzerland Frank Cella Nestle S.A. Executive Vice President United States Avenue Nestle 55 Strategic Business Units CH-1800 Vevey Marketing Switzerland
11 page 11 of 11 Directors Rainer E. Gut Nestle S.A. Chairman of the Board of Nestle S.A. Switzerland En Bergere CH-1800 Vevey Switzerland Peter Brabeck-Letmathe Nestle S.A. Chief Executive Officer of Nestle S.A. Austria Avenue Nestle 55 CH-1800 Vevey Switzerland Peter Boeckli Boeckli Bodmer & Partner Lawyer, Law Professor Switzerland Case postale 2348 CH-4002 Basel Arthur Dunkel 6-4 Boulevard du Theatre Professor and Consultant Switzerland CH-1024 Geneve Jean-Pierre Meyers L'Oreal Director of L'Oreal France 41, Rue Matre F-92117 Clichy-Cedex France Stephan Schmidheiny Anova Holding S.A. Chairman of the Board of Anova Switzerland Hurdnerstrasse 10 Holding S.A. CH-8640 Hurden Switzerland Vreni Spoerry Claridenstrasse 3 Member of Swiss Parliament Switzerland CH-8810 Horgen Switzerland Lord Simpson Marconi plc Chief Executive of Marconi plc United Kingdom One Bruton Street GB-London W1X 8AQ Nobuyuki Idei Sony Corporation Chairman and Chief Executive Officer Japan 6-7-35 Kitashinagawa of Sony Corporation Shinagawa-ku Tokyo, Japan 141-0001 Andre Kudelski Kudelski S.A. Chairman of Kudelski S.A. Switzerland Route de Geneve Case postale 134 CH-1033 Cheseaux