-----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, CBu79RBly83W4Bt50DixIVY0hwlyzSfYn/+49ORO0Pe6KpTLRwYRtZIOfCoo2Rj3 ANYQ+lS89u9zbK9838zz9A== 0000950150-99-000795.txt : 19990617 0000950150-99-000795.hdr.sgml : 19990617 ACCESSION NUMBER: 0000950150-99-000795 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990616 GROUP MEMBERS: NESTLE HOLDINGS INC GROUP MEMBERS: NESTLE S.A. 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: SEC FILE NUMBER: 005-33877 FILM NUMBER: 99647606 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NESTLE HOLDINGS INC CENTRAL INDEX KEY: 0000923122 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 060944681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NESTLE USA, INC STREET 2: 800 NORTH BRAND BLVD CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185497050 MAIL ADDRESS: STREET 1: C/O NESTLE USA INC STREET 2: 800 N. BRAND BLVD CITY: GLENDALE STATE: CA ZIP: 91203 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 7) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* DREYER'S GRAND ICE CREAM, INC. (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) 26187810 (CUSIP Number) James H. Ball, Esq. with a copy to: Senior Vice President, Secretary Michael W. Sturrock, Esq. and General Counsel Latham & Watkins Nestle Holdings, Inc. 633 West Fifth Street c/o Nestle USA, Inc. Suite 4000 800 North Brand Boulevard Los Angeles, California 90071 Glendale, California 91203 (213) 485-1234 (818) 549-7050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 14, 1999 (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). 2 SCHEDULE 13D - --------------------------- --------------------------- CUSIP No. 26187810 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF 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 6,112,016 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,112,016 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,112,016 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 3 SCHEDULE 13D - --------------------------- --------------------------- CUSIP No. 26187810 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF 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 6,112,016 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 6,112,016 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,112,016 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 4 This Amendment No. 7 amends and restates in its entirety 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, 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, and as amended by Amendment No. 6 to Schedule 13D filed on June 18, 1997 (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"). All references to Shares beneficially owned and outstanding herein give effect to the two-for-one stock-split the Issuer consummated on November 18, 1997. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Nestle Holdings, Inc., a Delaware corporation ("Holdings") and Nestle S.A., a corporation organized under the laws of Switzerland ("Nestle" and, together with Holdings, the "Reporting Persons"). Holdings is a wholly-owned subsidiary of Nestle. Holdings is principally engaged in the business of holding United States operating subsidiaries which produce and distribute food and beverage products. The address of its principal business and principal office is Merritt View, 383 Main Avenue, 5th Floor, Norwalk, Connecticut 06851. Nestle is a holding company which holds interests in worldwide operating companies which: manufacture and sell food and beverage products throughout the world; engage in research and development activities; manufacture and sell cosmetic products; and develop, manufacture and sell pharmaceutical products. The address of its principal business and principal office is Ave Nestle 55, CH-1800 Vevey, Switzerland. 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. During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Holdings borrowed the $106,000,000 used for its acquisition of 6,000,000 Shares and Series A Warrants to purchase 2,000,000 Shares (the "Series A Warrants") and the Series B Warrants to purchase 2,000,000 Shares (the "Series B Warrants") from an indirect wholly-owned subsidiary of Holdings. Such acquisition was effected pursuant to the Purchase Agreement defined and described in Items 4 and 6 below. As described in Item 6 below, on June 14, 1997, the Series A Warrants expired unexercised and on June 14, 1999, the Series B Warrants expired unexercised. Holdings used $1,425,200 in working capital to fund its acquisition of an additional 112,016 Shares pursuant to the Right of First Refusal Agreements defined and described in Item 6 below. ITEM 4. PURPOSE OF TRANSACTION. Holdings acquired the 6,112,016 Shares (and may be acquiring additional Shares if Holdings' rights of first refusal under the Right of First Refusal Agreements (as defined in Item 6, below) and preemptive rights (as described in Item 6, below) are exercised) for investment purposes. As described in Item 6 5 below, on June 14, 1997, the Series A Warrants expired unexercised and on June 14, 1999, the Series B Warrants expired unexercised. A significant aspect of Holdings' investment analysis with respect to its acquisition of such securities related to the concurrent distribution relationship between Nestle USA-Food Division, Inc., formerly known as Nestle Ice Cream Company ("NICC"), an affiliate of Holdings, and the Issuer pursuant to the Distributor Agreement entered into by NICC and the Issuer on June 14, 1994 (the "Distributor Agreement"). Pursuant to the Distributor Agreement, the Issuer distributes NICC's ice cream novelty products in certain domestic markets. The execution of such agreement by NICC and the Issuer satisfied a condition to closing under the Purchase Agreement, which closing occurred on June 14, 1994 after the satisfaction of certain customary closing conditions ("Closing"). Holdings entered into a Stock and Warrant Purchase Agreement dated as of May 6, 1994 with the Issuer, as amended (the "Purchase Agreement"), pursuant to which Holdings is subject to a number of so-called "standstill" restrictions, including limitations on the number of Shares which Holdings can beneficially own, such ownership limitations ranging from 25% to less than 35% of the Shares on a Fully Diluted (as defined in the Purchase Agreement) basis depending upon the circumstances and certain conditions described in the Purchase Agreement and Right of First Refusal Agreements (the "Standstill Restrictions"). Pursuant to the Standstill Restrictions, after June 14, 1997 Holdings may "submit any number of acquisition proposals" to the Board of Directors of the Issuer, provided that any such "submission(s) would not require public disclosure thereof" by the Issuer or Holdings. Holdings is also subject to various restrictions on its ability to sell the Shares (the "Transfer Restrictions"). Pursuant to such restrictions, on and after June 14, 1997, Holdings may, in addition to certain other permitted transfers described in the Purchase Agreement, transfer the Shares provided that such transfer is (i) in a public distribution, (ii) pursuant to Rule 144 of the Securities Act of 1933, as amended or (iii) in a private sale to an institutional or financial purchaser who would not, after giving effect to the sale, beneficially own, either individually or in the aggregate with such purchaser's affiliates, more than 5% of the Issuer's outstanding common stock, on a Fully Diluted basis. If the sale would cause such purchaser's beneficial ownership to exceed 5%, Holdings must obtain the Issuer's consent. Pursuant to the Registration Rights Agreement (as defined in Item 6 below), on and after June 14, 1997, Holdings is entitled to exercise certain registration rights with respect to the Shares purchased by it under the terms of the Purchase Agreement and the Right of First Refusal Agreements. These rights generally include the ability to make three demand registrations (with a fourth demand under certain circumstances) and an unlimited number of "piggyback" registrations. Holdings presently intends generally to maintain the percentage beneficial ownership of the Shares permitted under the Standstill Restrictions and the Transfer Restrictions. However, subject to the Standstill Restrictions and the Transfer Restrictions and depending on general market and economic conditions affecting the Issuer and Holdings' view of the prospects for the Issuer and other relevant factors, Holdings may purchase additional Shares or dispose of some or all of its Shares from time to time in open market transactions, private transactions or otherwise. See Item 6, below, for additional information with respect to the Standstill Restrictions. Also see Item 6, below, for discussion of Holdings' (i) preemptive rights, and (ii) rights of first refusal with respect to certain Shares. Holdings analyzes and reviews its strategic alternatives with respect to its investment in, and distribution relationship with, the Issuer on an ongoing basis. Holdings has made no decision regarding increasing its investment in the Issuer, disposing of some or all of its investment in the Issuer or acquiring control of the Issuer in the future. Any such decision will depend upon general market and economic conditions affecting the Issuer and Holdings' view of the prospects for the Issuer and other relevant factors. 6 The Purchase Agreement provides that so long as Holdings beneficially owns 10% or more of the Shares on a Fully Diluted basis, Holdings is entitled to nominate to the Issuer's Board of Directors that number of nominees which bears the same proportion to the total number of the Issuer's directors as the number of Shares owned by Holdings bears to the total number of Shares of the Issuer then outstanding. Holdings is entitled to a minimum representation on the Issuer's Board of Directors of two directors. Pursuant to its rights under the Purchase Agreement, Holdings has nominated M. Steven Langman and Robert Helman to, and each is currently serving on, the Issuer's Board of Directors. Except as set forth herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, has any present plans or proposals with respect to any material change in the Issuer's business or corporate structure or any other action referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, Holdings beneficially owns 6,112,016 shares. According to the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 27, 1999, on May 7, 1999 there were 27,511,186 Shares outstanding. Based upon that number, the beneficial ownership of Holdings constitutes approximately 22.2% of the Issuer's outstanding Shares. Nestle may be deemed to beneficially own the 6,112,016 Shares beneficially owned by Holdings due to the fact that Holdings is a wholly owned subsidiary of Nestle. (b) 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. (c) Not applicable (d) 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. (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 4, Holdings acquired the initial 6,000,000 Shares pursuant to the Purchase Agreement and acquired the additional 112,016 Shares pursuant to the Right of First Refusal Agreements. Pursuant to the Rogers Right of First Refusal Agreement (as defined below) and undertaking agreements between the University of California Berkeley Foundation (the "Foundation") and Holdings, the Foundation has agreed to be bound by the terms and conditions of the Rogers Right of First Refusal Agreement with respect to 85,812 Shares transferred to it by T. Gary Rogers and/or his affiliates. The Purchase Agreement contains the Standstill Restrictions referred to in Item 4. Pursuant to such restrictions, Holdings has agreed, among other things and except in certain circumstances, (i) not to purchase any Shares if the effect of such purchase would be to increase its beneficial ownership position of Shares to more than 25% of the outstanding Shares on a Fully Diluted basis, (ii) not to engage in the solicitation of proxies and (iii) not to make any acquisition proposals. The Standstill Restrictions and the Transfer Restrictions terminate on the earlier of the tenth anniversary of Closing or one year after Holdings beneficially owns less than 1% of the Issuer's outstanding Shares on a Fully 7 Diluted basis. Such restrictions are subject to earlier termination if, among other things, the Issuer pursues an extraordinary transaction or a third party acquires, in certain circumstances, beneficial ownership of 20% or more of the then outstanding Shares. After termination of the Standstill Restrictions, Holdings has agreed not to acquire beneficial ownership of 35% or more of the outstanding Shares on a Fully Diluted basis except pursuant to an offer for all of the outstanding Shares at the same price per share. Pursuant to the Standstill Restrictions, and as described in Item 4 above, after June 14, 1997 Holdings may "submit any number of acquisition proposals" to the Board of Directors of the Issuer, provided that any such "submission(s) would not require public disclosure thereof" by the Issuer or Holdings. The Purchase Agreement also contains the Transfer Restrictions referred to in Item 4. Pursuant to such restrictions, on and after June 14, 1997, Holdings may, in addition to certain other permitted transfers described in the Purchase Agreement, transfer the Shares provided such transfer is (i) in a public distribution, (ii) pursuant to Rule 144 of the Securities Act of 1933, as amended or (iii) in a private sale to an institutional or financial purchaser who would not, after giving effect to the sale, beneficially own, either individually or in the aggregate with such purchaser's affiliates, more than 5% of the Issuer's outstanding common stock, on a Fully Diluted basis. If the sale would cause such purchasers beneficial ownership to exceed 5%, Holdings must obtain the Issuer's consent. Under the Purchase Agreement, Holdings was granted certain preemptive rights pursuant to which, in the event of a sale by the Issuer of Shares or certain other securities for cash, Holdings may purchase from the Issuer the amount of such Shares or securities required in order for Holdings to maintain the same percentage of beneficial ownership of the Issuer before and after such sale. Holdings was also granted the right to nominate at least two directors to the Issuer's board of directors. Pursuant to the Purchase Agreement, Holdings entered into a warrant agreement with the Issuer on June 14, 1994 (the "Warrant Agreement"). On June 14, 1997, the Series A Warrants beneficially owned by Holdings expired unexercised and on June 14, 1999, the Series B Warrants beneficially owned by Holdings expired unexercised. The Series A Warrants and Series B Warrants were exercisable into 4,000,000 Shares at an exercise price of $16 per share. On June 14, 1994, Holdings entered into right of first refusal agreements with each of T. Gary Rogers and his affiliates (the "Rogers") (the "Rogers Right of First Refusal Agreement") and William F. Cronk, III and his affiliates (the "Cronks") (collectively, the "Right of First Refusal Agreements"). Under such agreements, so long as Holdings beneficially owns 10% or more of the outstanding Shares, Holdings has rights of first refusal with respect to any and all Shares beneficially owned by the Rogers and the Cronks, whether owned now or in the future, including without limitation Shares issuable upon exercise of stock options. As of March 24, 1999, the Rogers and the Cronks beneficially owned 3,741,322 and 2,078,562 Shares, respectively, that are subject to such rights of first refusal. Pursuant to the Purchase Agreement, Holdings' exercise of its rights of first refusal is an exception to the 25% beneficial ownership standstill limitation, but is subject to Holdings not beneficially owning 35% or more of the Issuer's shares on a Fully Diluted basis after giving effect to the purchase of Shares pursuant to the exercise of such rights. Holdings, however, has the unrestricted right to sell Shares in order to permit the full exercise of its rights of first refusal. On June 14, 1994, Holdings entered into a registration rights agreement with the Issuer (the "Registration Rights Agreement"). Pursuant to such agreement, Holdings has certain registration rights with respect to the Shares purchased by it under the terms of the Purchase Agreement and the Shares that may be purchased by it under the terms of the Warrant Agreement and Right of First Refusal Agreements. These rights generally include the ability to make three "demand" registrations (with a fourth demand under certain circumstances) and an unlimited number of "piggyback" registrations. In addition, the Issuer, 8 on May 6, 1994, entered into an agreement amending its registration rights agreement with certain affiliates with respect to the Shares (the "GE Amendment"). This amendment provides for consistent treatment of Holdings, on the one hand, and the affiliates of General Electric Company, on the other hand, with respect to "demand" and "piggyback" registrations of certain Shares beneficially owned by each of them. On June 14, 1994, the Issuer entered into an agreement (the "Rights Agreement Amendment") amending its rights agreement (the "Rights Agreement") with First Interstate Bank of California. Pursuant to such Rights Agreement Amendment, Holdings, subject to certain conditions, became an exempted person under the Rights Agreement thereby allowing Holdings and its affiliates and associates to acquire any of the Shares without causing the rights issued pursuant to the Rights Agreement to become exercisable. The above descriptions of the Purchase Agreement, Warrant Agreement, Right of First Refusal Agreements, Registration Rights Agreement, GE Amendment and Rights Agreement Amendment set forth in this Item 6 and in Items 4 and 5 are summaries, and the complete text is set forth in Exhibits 10.1 through 10.8 to this filing which are incorporated herein by reference. Except as set forth above, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or losses, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency the occurrence of which would give another person voting power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 10.1 Stock and Warrant Purchase Agreement dated as of May 6, 1994 by and between Dreyer's Grand Ice Cream, Inc. and Nestle Holdings, Inc.(1) 10.2 First Amendment to Stock and Warrant Purchase Agreement dated as of June 14, 1994 by and between Dreyer's Grand Ice Cream, Inc. and Nestle Holdings, Inc.(2) 10.3 Warrant Agreement dated as of June 14, 1994 by and between Dreyer's Grand Ice Cream, Inc. and Nestle Holdings, Inc.(3) 10.4 Right of First Refusal Agreement dated as of June 14, 1994 by and between Nestle Holdings, Inc. and T. Gary Rogers and Kathleen T. Rogers, Individually and as Co-Trustees of the Rogers Revocable Trust.(4) 10.5 Right of First Refusal Agreement dated as of June 14, 1994 by and between Nestle Holdings, Inc. and William F. Cronk, III and Janet M. Cronk, Individually and as Co-Trustees of the Cronk Revocable Trust.(5) 10.6 Registration Rights Agreement dated as of June 14, 1994 by and between Dreyer's Grand Ice Cream, Inc. and Nestle Holdings, Inc.(6) 10.7 Amendment to Registration Rights Agreement dated May 6, 1994 by and among Dreyer's Grand Ice Cream, Inc., Trustees of General Electric Pension Trust, GE Investment Private Placement Partners, I and General Electric Capital Corporation.(7) 9 10.8 First Amendment to Amended and Restated Rights Agreement dated as of June 14, 1994 by and between Dreyer's Grand Ice Cream, Inc. and First Interstate Bank of California (as successor Rights Agent to Bank of America NT & SA). (8) 24. Power of Attorney. (9) 99. Joint Filing Agreement dated as of June 16, 1994 by and between Nestle Holdings, Inc. and Nestle S.A. relating to the filing of a joint statement on Schedule 13D. (10) (1) Incorporated by reference to Exhibit 2.1 to Dreyer's Grand Ice Cream, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission ("Commission") on May 9, 1994. (2) Incorporated by reference to Exhibit 2.1 to Dreyer's Grand Ice Cream, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25, 1994, filed with the Commission on August 9, 1994. (3) Incorporated by reference to Exhibit 4.3 to Dreyer's Grand Ice Cream, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25, 1994, filed with the Commission on August 9, 1994. (4) Incorporated by reference to Exhibit 10.4 to Amendment No. 5 to the Schedule 13D of Nestle Holdings, Inc., filed with the Commission on June 17, 1997. (5) Incorporated by reference to Exhibit 10.5 to Amendment No. 5 to the Schedule 13D of Nestle Holdings, Inc., filed with the Commission on June 17, 1997. (6) Incorporated by reference to Exhibit 4.2 to Dreyer's Grand Ice Cream, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25, 1994, filed with the Commission on August 9, 1994. (7) Incorporated by reference to Exhibit 4.1 to Dreyer's Grand Ice Cream, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 26, 1994 filed with the Commission on May 10, 1994. (8) Incorporated by reference to Exhibit 4.1 to Dreyer's Grand Ice Cream, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 25, 1994, filed with the Commission on August 9, 1994. (9) Incorporated by reference to Exhibit 24 to Amendment No. 1 to the Schedule 13D of Nestle Holdings, Inc., filed with the Commission on June 16, 1994. (10) Incorporated by reference to Exhibit 99 to Amendment No. 1 to the Schedule 13D of Nestle Holdings, Inc., filed with the Commission on June 16, 1994. 10 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. NESTLE HOLDINGS, INC. By: /s/ JAMES H. BALL ----------------------------------------- Name: James H. Ball Title: Senior Vice President and General Counsel NESTLE S.A. By: /s/ JAMES H. BALL ----------------------------------------- James H. Ball, attorney-in-fact for Name: H.P. Frick Title: Senior Vice President and General Counsel of Nestle S.A. Dated: June 16, 1999 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 James H. Ball Nestle Holdings, Inc. Senior Vice President, General Counsel United States c/o Nestle USA, Inc. and Secretary 800 North Brand Boulevard Glendale, CA 91203 Alexander Spitzer Nestle Holdings, Inc. Senior Vice President, Taxes United States Merritt View 383 Main Avenue, 5th Floor Norwalk, CT 06851 E. Simon Jones Nestle Holdings, Inc. Vice President, Taxes United Kingdom Merritt View 383 Main Avenue, 5th Floor Norwalk, CT 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 Merritt View 383 Main Avenue, 5th Floor Norwalk, CT 06851
12 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 Stephen Cunliffe Nestle S.A. Director United States Avenue Nestle 55 CH-1800 Vevey Switzerland Mario A. Corti Nestle S.A. Director Switzerland 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
13 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 Mario A. Corti Nestle S.A. Executive Vice President Switzerland Avenue Nestle 55 Finance/Control 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 Robert Raeber Nestle S.A. Executive Vice President Switzerland 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 Philippe H. Veron Nestle S.A. Executive Vice President France Avenue Nestle 55 Strategic Business Units, Marketing CH-1800 Vevey Switzerland
14 Directors Helmut Maucher Nestle S.A. Chairman of the Board of Nestle S.A. Germany En Bergere CH-1800 Vevey Switzerland Peter Bockli Bockli & Thomann Law Professor and Lawyer at Bockli & Switzerland Case postale 2348 Thomann CH-4002 Basel Switzerland Peter Brabeck-Lemathe Nestle S.A. Chief Executive Officer of Nestle S.A. Austria Avenue Nestle 55 CH-1800 Vevey Switzerland Reto F. Domeniconi Clos des Mesanges Retired Switzerland Ch. de Sainte-Croix 13 CH-1807 Blonay Arthur Dunkel 56, Rue du Stand Professor and Consultant Switzerland CH-1024 Geneve Fritz Gerber Roche Holding S.A. Chairman of the Board of Roche Holding Switzerland P.O. Box S.A. CH-4070 Bale Rainer E. Gut Credit Suisse Group Chairman of the Board of Credit Suisse Switzerland CH-8070 Zurich Paradeplatz 8 Group Switzerland Jean-Pierre Meyers L'Oreal Director of L'Oreal France 62, Rue d'Alsace F-92583 Clichy-Cedex France David de Pury de Pury, Pictat, Partner of de Pury, Turretini & Cie, S.A. Switzerland Turretini & Cie S.A. P.O. Box 8242 8050 Zurich Stephan Schmidheiny Anova Holding S.A. Chairman of the Board of Anova Holding Switzerland Hurdnerstrasse 10 S.A. CH-8640 Hurden Switzerland Vreni Spoerry Claridenstrasse 3 Vice President Schwitzer Verband Switzerland CH-8810 Horgen Volksdienst Switzerland Member of Swiss Parliment Robert Studer U.B.S. Group Former Chairman of the Board of UBS Switzerland Bahnhofstasse 45 CH-8098 Zurich Switzerland
15 Paul A. Volcker 610 Fifth Avenue Retired United States Suite 420 New York, NY 10020
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