-----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, WRQ6APUR33eJRqkzxw6Ctof6q+bn4odUg/og9Kk8xa7mZOuEcHkjGDRUt806vuEZ tpKkcUCeShxfHns/DsLgag== 0001005477-97-002742.txt : 19971211 0001005477-97-002742.hdr.sgml : 19971211 ACCESSION NUMBER: 0001005477-97-002742 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971210 SROS: NYSE 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: 97735836 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D/A 1 SCHEDULE 13D/A ============================== OMB APPROVAL ============================== OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response ..... 14.90 ============================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Dreyer's Grand Ice Cream, Inc. - -------------------------------------------------------------------------------- (Name of Issuer Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 26187810 -------------------------------------------- (CUSIP Number) John K. Sprole, Esq., GECC Equity Capital Group, 260 Long Ridge Road, - -------------------------------------------------------------------------------- Stamford, Connecticut 06927 Alan M. Lewis, Trustees of General Electric Pension Trust, P.O. Box 7900, 3003 Summer Street, Stamford, Connecticut 06904 (Name, Address and Telephone Number of Person Authorized to Receive Notes and Communications) October 3, 1997 -------------------------------------------- (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). SCHEDULE 13D CUSIP No. 26187810 Page 2 of 38 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person General Electric Capital Corporation (I.R.S. # 13-1500700) - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 1,450,000 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power 1,450,000 -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,450,000 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 10.8% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 26187810 Page 3 of 38 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trustees of General Electric Pension Trust (I.R.S. #14-6015763) - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* OO - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 586,495 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power 586,495 -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 586,495 or, if Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership, are deemed to be a group 1,450,000 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 4.4% or, if Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership, are deemed to be a group, 10.8%. - -------------------------------------------------------------------------------- 14 Type of Reporting Person* EP - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 26187810 Page 4 of 38 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GE Investment Private Placement Partners I, Limited Partnership (I.R.S. #06-1305217) - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* OO - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 0 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 863,505 Person -------------------------------------------------------- With 9 Sole Dispositive Power 0 -------------------------------------------------------- 10 Shared Dispositive Power 863,505 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 863,505 or, if Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership, are deemed to be a group, 1,450,000. - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 6.4% or , if Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership, are deemed to be a group, 10.8%. - -------------------------------------------------------------------------------- 14 Type of Reporting Person* PW EP - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 26187810 Page 5 of 38 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GE Investment Management Incorporated (I.R.S. #06-1238874) - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* OO - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 0 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 863,505 Person -------------------------------------------------------- With 9 Sole Dispositive Power 0 -------------------------------------------------------- 10 Shared Dispositive Power 863,505 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 863,505 or, if Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership, are deemed to be a group 1,450,000 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 6.4% or, if Trustees of General Electric Pension Trust and GE Investment Private Placement Partners I, Limited Partnership, are deemed to be a group, 10.8%. - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 26187810 Page 6 of 38 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person General Electric Capital Services, Inc. (formerly known as General Electric Financial Services, Inc.) (I.R.S. #06-1109503) - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* Not applicable - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Disclaimed (see 11 below) Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power Disclaimed (see 11 below) -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person Beneficial ownership of all shares disclaimed by General Electric Capital Services, Inc. - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) Not applicable (see 11 above) - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 26187810 Page 7 of 38 Pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person General Electric Company (I.R.S. #14-0689340) - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* Not applicable - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) |X| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares Disclaimed (see 11 below) Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power Disclaimed (see 11 below) -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person Beneficial ownership of all shares disclaimed by General Electric Company - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) Not applicable (see 11 above) - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed by General Electric Capital Corporation, a New York corporation ("GECC"), General Electric Capital Services, Inc., a Delaware corporation, General Electric Company, a New York corporation, Trustees of General Electric Pension Trust, a New York common law trust ("GEPT"), General Electric Investment Management Incorporated, a Delaware corporation ("GEIM"), and GE Investment Private Placement Partners I, Limited Partnership, a Delaware limited partnership ("GEIPPP") on July 12, 1993 and amended on May 24, 1994, relating to the common stock, par value $1.00 per share (the "Common Stock") of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. The Schedule 13D is amended in the following manner: 1. Item 1 is hereby amended by adding the following at the end thereof: "On August 8, 1995, the Company exercised its right, pursuant to Section 10.3(b) of the Securities Purchase Agreement (defined herein) to convert the Notes held by GEPT, GEIPPP and GECC, in the aggregate principal amount of $100,752,163, into 1,007,521.63 shares of Series B Preferred Stock at a conversion price of $100 per share. On October 3, 1997, the Company exercised its right to convert Series B Preferred Stock into Series A Preferred Stock through a share for share exchange pursuant to Section 8(c)(ii) of the Series B Certificate of Designation (defined herein). The Reporting Persons thus currently beneficially own 1,450,000 shares of Common Stock through their holdings, in aggregate, of 1,007,521.63 shares of Series A Preferred Stock." 2. Item 4 is hereby amended by adding the words ", as amended from time to time." after the words "in the Securities Purchase Agreement" in the second line of the second paragraph thereof. 3. Item 5(b) is hereby amended by adding the following at the end thereof: "GEIPPP and GEIM, its General Partner, share voting and dispositive power over the shares held by GEIPPP." 4. Item 6 is hereby amended by adding the following at the end thereof: "On July 28, 1995, October 30, 1995 and March 12, 1996, the Company, GEIPPP and GECC entered into Second Amendment, Third Amendment and Amended and Restated Fourth Amendment (collectively, the "Amendments"), respectively, to the Securities Purchase Agreement. The Amendments are attached hereto as Exhibits 8, 9 and 10, and the texts of the Amendments are incorporated herein by reference." 5. Item 7 is hereby amended to add the following: Exhibit 8: Second Amendment to Securities Purchase Agreement among the Company, GECC, GEPT and GEIPPP, dated July 28, 1995. Exhibit 9: Third Amendment to Securities Purchase Agreement among the Company, GECC, GEPT and GEIPPP, dated October 30, 1995. Exhibit 10: Amended and Restated Fourth Amendment to Securities Purchase Agreement among the Company, GECC, GEPT and GEIPPP, entered into March 12, 1996 and effective as of October 1, 1996. 6. Schedules I, II, III, IV, V and VI shall be deleted in their entirety and replaced by the Schedules I, II, III, IV, V and VI attached hereto. 7. Schedule VII shall be amended by adding the following at the end thereof: "Her Majesty's Inspectorate of Pollution v. IGE Medical Systems Limited (St. Albans Magistrates Court, St. Albans, Hersfordshire, England, Case No. 04/00320181). In April, 1994, General Electric Medical System's U.K. subsidiary, IGE Medical Systems Limited ("IGEMS") discovered the loss of a radioactive barium source at the Radlett, England, facility. Page 8 of 38 Pages The lost source, used to calibrate nuclear camera detectors, emits a very low level of radiation. IGEMS immediately reported the loss as required by the U.K. Radioactive Substances Act. An ensuing investigation, conducted in cooperation with government authorities, failed to locate the source. On July 21, 1994, Her Majesty's Inspectorate of Pollution ("HMIP") charged IGEMS with violating the Radioactive Substances Act by failing to comply with a condition of registration. The Act provides that a registrant like IGEMS, which 'does not comply with a limitation or condition subject to which (it) is so registered...shall be guilty of (a criminal) offense.' Condition 7 of IGEMS' registration states that it 'shall so far as is reasonably practicable prevent...loss of any registered source.' At the beginning of trial on February 24, 1995, IGEMS entered a guilty plea and agreed to pay a fine of (pounds)5,000 and assessed costs of (pounds)5,754. The prosecutor's presentation focused primarily on the 1991 change in internal IGEMS procedures and, in particular, the source logging procedure. The prosecutor complimented IGEMS' investigation and efforts to locate the source and advised the court that IGEMS had no previous violations of the Radioactive Substances Act. He also told the court that the Radlett plant had been highlighted as an exemplary facility to HMIP inspectors as part of their training. In mitigation, IGEMS emphasized the significant infrastructure and expense undertaken by IGEMS to provide security for radiation sources and the significant effort and expense incurred in attempting to locate the missing source." Page 9 of 38 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle ----------------------------------- Name: Michael E. Pralle Title: Vice President Dated: November 25, 1997 Page 10 of 38 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRUSTEES OF GENERAL ELECTRIC PENSION TRUST By: /s/ Alan M. Lewis ----------------------------------- Name: Alan M. Lewis Title: Trustee Dated: November 25, 1997 Page 11 of 38 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Investment Management Incorporated, its General Partner By: /s/ Michael M. Pastore ----------------------------------- Name: Michael M. Pastore Title: Vice President Dated: November 25, 1997 Page 12 of 38 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle ----------------------------------- Name: Michael E. Pralle Title: Attorney-in-Fact Dated: November 25, 1997 Page 13 of 38 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GE INVESTMENT MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore ----------------------------------- Name: Michael M. Pastore Title: Vice President Dated: November 25, 1997 Page 14 of 38 Pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GENERAL ELECTRIC COMPANY By: /s/ John H. Myers ----------------------------------- Name: John H. Myers Title: Vice President Dated: November 25, 1997 Page 15 of 38 Pages Schedule I JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Amendment No. 2 to the Schedule 13D filed on this date with respect to the beneficial ownership by the undersigned of shares of Common Stock of Dreyer's Grand Ice Cream, Inc. is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated: November 25, 1997 GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle ----------------------------------- Name: Michael E. Pralle Title: Vice President GENERAL ELECTRIC COMPANY By: /s/ John H. Myers ----------------------------------- Name: John H. Myers Title: Vice President GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP By: GE Investment Management Incorporated, its General Partner By: /s/ Michael M. Pastore ----------------------------------- Name: Michael M. Pastore Title: Vice President Page 16 of 38 Pages TRUSTEES OF GENERAL ELECTRIC PENSION TRUST By: /s/ Alan M. Lewis ----------------------------------- Name: Alan M. Lewis Title: Trustee GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle ----------------------------------- Name: Michael E. Pralle Title: Attorney-in-Fact GE INVESTMENT MANAGEMENT INCORPORATED By: /s/ Michael M. Pastore ----------------------------------- Name: Michael M. Pastore Title: Vice President Page 17 of 38 Pages Schedule II General Electric Capital Corporation The business address of each of the persons listed below is 260 Long Ridge Road, Stamford, Connecticut 06927. The names and principal occupations of the Officers of General Electric Capital Corporation are as follows: Officers: Positions: - --------- ---------- G.C. Wendt Chairman of the Board and Chief Executive Officer D.J. Nayden President and Chief Operating Officer N.D.T. Andrews Executive Vice President M.A. Neal Executive Vice President E.D. Stewart Executive Vice President N.E. Barton Senior Vice President, General Counsel and Secretary J.A. Colica Senior Vice President, Global Risk Management M.D. Fraizer Senior Vice President, Insurance/Investment Products R.L. Lewis Senior Vice President, Structured Finance Group J.A. Parke Senior Vice President, Finance T.S. Thomson Senior Vice President, Strategic Planning and Business Development L.J. Toole Senior Vice President, Human Resources J.S. Werner Senior Vice President, Corporate Treasury and Global Funding Operation A.N. Abaya Vice President R.M. Agans Vice President D.G. Amble Vice President J.C. Amble Vice President and Controller S.F. Ambrose, Jr. Vice President C.S. Anderson Vice President K.R. Baldwin Vice President Page 18 of 38 Pages M.S. Barber Vice President M.J. Barrett Vice President S.M. Bennett Vice President P. Bhasin Vice President K.J. Bongarten Vice President J.M. Campbell, Jr. Vice President K.A. Cassidy Vice President R.A. Cole Vice President B.E. Daniele Vice President R. D'Alvino Vice President J.L. Day Vice President P.P. de Campos Vice President L.J. DeMonaco Vice President S.L. Derickson Vice President T.F. Fanelli Vice President R.A. Fattori Vice President M.R. Ferla Vice President M.S. Ford Vice President M.A. Gaudino Vice President V.F. Guaglianone Vice President D.B. Henry Vice President H.A. Hubschman Vice President J.E. Hyman Vice President T.D. Iker Vice President S.P. Joyce Vice President M.M. Keane Vice President S.F. Kluger Vice President S.B. Koenigsberg Vice President M.L. Landis Vice President Page 19 of 38 Pages G.N. Lanik Vice President N.C.T. Liu Vice President J.M. Loree Vice President C.A.A.E. Mackenzie Vice President J.P. Malfettone Vice President T.H. Mann Vice President K.V. Marinello Vice President B.T. McAnaney Vice President J.A. McKinley, Jr. Vice President M.A. Meiches Vice President D.H. Mudd Vice President D.R. Nissen Vice President J.V. Ogden Vice President R.O. O'Reilly Vice President R.E. Pfeiffer Vice President D.W. Porter Vice President M.E. Pralle Vice President R.R. Pressman Vice President H.M. Pyles Vice President C.H. Richmond Vice President M.S. Sheinbaum Vice President R.F. Smith Vice President W.D. Strittmatter, Jr. Vice President G.R. Tappert Vice President J. Tremante Vice President D.E. Tucker Vice President R.F. Wacker Vice President J.D. Weeks Vice President Page 20 of 38 Pages The names of Directors of General Electric Capital Corporation are as follows: N.D.T. Andrews N.E. Barton J.R. Bunt D.M. Cote D.D. Dammerman P. Fresco B.W. Heineman, Jr. J.R. Immelt W.J. McNerney, Jr. J.H. Myers R.L. Nardelli D.J. Nayden M.A. Neal J.A. Parke J.M. Samuels E.D. Stewart J.F. Welch, Jr. Gary C. Wendt, Chairman Citizenship (other than United States) N.D.T. Andrews United Kingdom P. Bhasin India P. Fresco Italy C.A.A.E. Mackenzie United Kingdom Page 21 of 38 Pages Schedule III General Electric Capital Services, Inc. The business address of each of the persons listed below is 3003 Summer Street, Stamford, Connecticut 06905. The names and principal occupations of the Officers of General Electric Capital Services, Inc. are as follows: Officers: Positions: - --------- ---------- G.C. Wendt Chairman of the Board, President and Chief Executive Officer K. Ahlmann Executive Vice President N.D.T. Andrews Executive Vice President D.J. Nayden Executive Vice President M.A. Neal Executive Vice President E.D. Stewart Executive Vice President N.E. Barton Senior Vice President, General Counsel and Secretary J.A. Parke Senior Vice President, Finance L.J. Toole Senior Vice President, Human Resources J.S. Werner Senior Vice President, Corporate Treasury and Global Funding Operation J.C. Amble Vice President and Controller B.E. Daniele Vice President and Senior Litigation Counsel R. D'Avino Vice President and Senior Counsel, Taxes S.F. Ambrose, Jr. Assistant Secretary B.C. Bennett Assistant Secretary S.P.F. Cameron Assistant Secretary V.F. Guaglianone Assistant Secretary J.J. Leibell Assistant Secretary Page 22 of 38 Pages B.T. McAnaney Assistant Secretary J.V. Ogden Assistant Secretary J.T. Cassidy Assistant Treasurer, Taxes D. Flammetta Assistant Treasurer, Taxes J.L. Hyde Assistant Treasurer, Taxes K.E. Kempson Assistant Treasurer, Taxes J. Amato Assistant Treasurer, State Taxes P. Lecouras Assistant Treasurer, State Taxes G.J. Schulman Assistant Treasurer, State Taxes J. Van Cleave Assistant Treasurer, State Taxes D.R. Sweeney Assistant Treasurer J. Tremante Assistant Treasurer K.J. Yoh Assistant Treasurer The names of Directors of General Electric Capital Services, Inc. are as follows: K. Ahlmann N.D.T. Andrews J.R. Bunt D.D. Dammerman P. Fresco B.W. Heineman, Jr. J.H. Myers R.L. Nardelli D.J. Nayden M.A. Neal J.M. Samuels E.D. Stewart J.F. Welch, Jr. Gary C. Wendt, Chairman Citizenship (other than United States) K. Ahlmann Denmark N.D.T. Andrews United Kingdom P. Fresco Italy Page 23 of 38 Pages Schedule IV General Electric Company Executive Officers The business address of each of the persons listed below is 3135 Easton Turnpike, Fairfield, Connecticut 06431. The names and principal occupations of the Officers of General Electric Company are as follows: Officers Position(s) - -------- ----------- J.F. Welch, Jr. Chairman of the Board and Chief Executive Officer P. Fresco Vice Chairman of the Board and Executive Officer P.D. Ameen Vice President and Comptroller J.R. Bunt Vice President and Treasurer D.L. Calhoun Vice President - GE Transportation Systems W.J. Conaty Senior Vice President - Human Resources D.M. Cote Vice President - GE Appliances D.D. Dammerman Senior Vice President - Finance L.S. Edelheit Senior Vice President - Corporate Research and Development B.W. Heineman, Jr. Senior Vice President - General Counsel and Secretary J.R. Immelt Senior Vice President - GE Medical Systems W.J. Lansing Vice President - Corporate Business Development W.J. McNerney, Jr. Senior Vice President - GE Lighting E.F. Murphy Senior Vice President - GE Aircraft Engines R.L. Nardelli Senior Vice President - GE Power Systems R.W. Nelson Vice President - Corporate Financial Planning and Analysis J.D. Opie Vice Chairman of the Board and Executive Officer G.M. Reiner Senior Vice President - Chief Information Officer G.L. Rogers Senior Vice President - GE Plastics J.W. Rogers Vice President - GE Motors Page 24 of 38 Pages L.G. Trotter Vice President - GE Electrical Distribution and Control The names and principal occupations of Directors of General Electric Company are as follows: D.W. Calloway Chairman of the Board, Chief Executive Officer and Director, PepsiCo, Inc. S.S. Cathcart Retired Chairman, Illinois Tool Works D.D. Dammerman Senior Vice President-Finance, General Electric Company P. Fresco Vice Chairman of the Board and Executive Officer, General Electric Company C.X. Gonzalez Vice Chairman of the Board and Managing Director, Kimberly-Clark de Mexico, S.A. de C.V. R.E. Mercer Retired Chairman of the Board and former Director, the Goodyear Tire & Rubber Company G.G. Michelson Former Director, Federated Department Stores J.O. Opie Vice Chairman of the Board and Executive Officer, General Electric Company R.S. Penske President, Penske Corporation B.S. Prieskel Former Senior Vice President, Motion Picture Association of America F.H.T. Rhodes President Emeritus, Cornell University A.C. Sigler Retired Chairman of the Board and CEO and former Director, Champion International Corporation D.A. Warner III Chairman of the Board, President, and Chief Executive Officer, J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. Chairman of the Board and Chief Executive Officer, General Electric Company Citizenship (other than United States) C.X. Gonzalez Mexico P. Fresco Italy Page 25 of 38 Pages Schedule V General Electric Pension Trust The business address of each of the persons listed below is 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904. The names and principal occupations of each of the Trustees of the General Electric Pension Trust are as follows: Eugene K. Bolton Executive Vice President - Domestic Equity Investments of General Electric Investment Corporation ("GEIC"), Executive Vice President of GEIM Michael J. Cosgrove Executive Vice President - Mutual Funds of GEIC, Executive Vice President of GEIM John H. Myers Vice President of General Electric Company, Chairman of the Board and President of GEIC and GEIM Ralph R. Layman Executive Vice President - International Equity Investments of GEIC, Executive Vice President of GEIM Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEIC and GEIM Robert A. MacDougall Executive Vice President - Fixed Income of GEIC, Executive Vice President of GEIM Thomas J. Szkutak Executive Vice President - Finance and Administration of GEIC, Executive Vice President and Chief Financial Officer of GEIM Donald W. Torey Executive Vice President - Real Estate and Private Equities of GEIC, Executive Vice President of GEIM Page 26 of 38 Pages Schedule VI GE INVESTMENT MANAGEMENT INCORPORATED, General Partner of GE Investment Private Partners I, Limited Partnership The business address of each of the persons listed below is 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904. The names and principal occupations of the Officers of GE Investment Management Incorporated ("GEIM") are as follows: Officers Position(s) - -------- ----------- John H. Myers Chairman of the Board and President Eugene K. Bolton Executive Vice President Michael J. Cosgrove Executive Vice President Ralph R. Layman Executive Vice President Alan M. Lewis Executive Vice President, General Counsel and Secretary Robert A. MacDougall Executive Vice President Geoffrey R. Norman Executive Vice President Thomas J. Szkutak Executive Vice President - Chief Financial Officer Donald W. Torey Executive Vice President Mark A. Dunham Senior Vice President Ronald I. Felmus Senior Vice President H. Michael Mears Senior Vice President Philip A. Mercurio Senior Vice President Philip A. Riordan Senior Vice President Steven M. Beringer Vice President Brian D. Brooks Vice President Mark A. Davis Vice President Constance K. Doyle Vice President Page 27 of 38 Pages Gerald M. Goz Vice President Michael E. Hogan Vice President Christopher P. Mullahy Vice President Keith G. Smith Vice President Sheila M. Welsh Vice President Matthew J. Witkos Vice President Michael D. Wright Vice President William R. Wright Vice President Robert Bernstein Regional Vice President Frank E. Calvaruso Regional Vice President Robert P. Mulligan Regional Vice President Kevin J. Sheehan Regional Vice President Jeanne M. La Porta Vice President and Assistant Secretary Michael M. Pastore Vice President and Assistant Secretary Scott A. Silberstein Vice President and Assistant Secretary Matthew J. Simpson Vice President and Assistant Secretary Michael J. Strone Vice President and Assistant Secretary Robert Zalucki Vice President - Tax Counsel The names and principal occupations of the Directors of GEIM are as follows: Eugene K. Bolton Executive Vice President of General Electric Investment Corporation ("GEIC") and GEIM and Trustee of GEPT Michael J. Cosgrove Executive Vice President of GEIC and GEIM and Trustee of GEPT John H. Myers Vice President of General Electric Company, Chairman of the Board and President of GEIC and GEIM and Trustee of GEPT Ralph R. Layman Executive Vice President of GEIC and GEIM and Trustee of GEPT Alan M. Lewis Executive Vice President, General Counsel and Secretary of GEIC and GEIM and Trustee of GEPT Robert A. MacDougall Executive Vice President of GEIC and GEIM and Page 28 of 38 Pages Trustee of GEPT Geoffrey R. Norman Executive Vice President of GEIC and GEIM Thomas J. Szkutak Executive Vice President - Finance and Administration of GEIC and Executive Vice President - Chief Financial Officer of GEIM and Trustee of GEPT Donald W. Torey Executive Vice President of GEIC and GEIM and Trustee of GEPT Page 29 of 38 Pages EXHIBIT INDEX: Page: ----- Exhibit 8: Second Amendment to Securities Purchase Agreement 31 among the Company, GECC, GEPT and GEIPPP, dated July 28, 1995. Exhibit 9: Third Amendment to Securities Purchase Agreement 33 among the Company, GECC, GEPT and GEIPPP, dated October 30, 1995. Exhibit 10: Amended and Restated Fourth Amendment to Securities 35 Purchase Agreement among the Company, GECC, GEPT and GEIPPP, entered into March 12, 1996 and effective as of October 1, 1996. Page 30 of 38 Pages EX-99.8 2 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 8 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Second Amendment to Securities Purchase Agreement (the "Amendment") is dated July 28, 1995 and is effective as of June 1, 1995 by and among Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), and Trustees of General Electric Pension Trust, a New York common law trust ("GE Pension"), GE Investment Private Placement Partners, I, a Delaware limited partnership ("GEIPPP"), and General Electric Capital Corporation, a New York corporation (collectively the "Purchasers"). Recitals A. Company entered into a Securities Purchase Agreement with Purchasers dated June 24, 1993, and amended May 6, 1994 (the "Agreement"), pursuant to which Purchasers acquired various securities of Company. B. Company and Purchasers now desire to amend the Agreement as set forth herein. 1. Amendment. Section 6.1(a) of the Agreement is hereby amended to read in its entirety as follows: "6.1. Financial Covenants. (a) The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $100,000,000 or, only during the Company's second fiscal quarter of 1995, $99,000,000 and (ii) the aggregate Stated Value of the outstanding Shares of Preferred Stock (it being understood that, for the purposes of paragraph (a), (x) the Notes and any other subordinated Indebtedness of the Company shall not be treated as equity and (y) Consolidated Net Worth shall not be reduced by any amount up to one hundred and six million dollars ($106,000,000) borrowed to redeem, purchase or acquire shares of Common Stock to the extent such amounts are repaid from the net cash proceeds received, not more than 180 days after the effective date of such borrowing, by the Company from Nestle for the issue and sale of Shares of Common Stock and warrants to purchase or acquire shares of Common Stock on the terms set forth in the Nestle Purchase Agreement and the Nestle Warrant Agreement). 2. Miscellaneous. 2.1. Except as expressly amended herein, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect and all references therein to such Agreement shall henceforth refer to the Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, this Agreement. 2.2. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment. 2.3. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware. Page 31 of 38 Pages 2.4. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Company and the Purchasers have caused this Amendment to be executed and delivered as of the date first above written. DREYER'S GRAND ICE CREAM, TRUSTEES OF GENERAL ELECTRIC INC. PENSION TRUST By: /s/ Paul R. Woodland By: /s/ Alan M. Lewis ------------------------------ ------------------------------ Name: Paul R. Woodland Name: Alan M. Lewis Title: Chief Financial Officer Title: Trustee GENERAL ELECTRIC CAPITAL GE INVESTMENT PRIVATE CORPORATION PLACEMENT PARTNERS I By: GE Investment Management By: Incorporated, its General Partner ------------------------------ Name: Title: By: /s/ Alan M. Lewis ------------------------------ Name: Alan M. Lewis Title: Executive Vice President Page 32 of 38 Pages EX-99.9 3 THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 9 THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Third Amendment to Securities Purchase Agreement (the "Amendment") is dated October 30, 1995 and is effective as of September 30, 1995 by and among Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), and Trustees of General Electric Pension Trust, a New York common law trust ("GE Pension"), GE Investment Private Placement Partners, I, a Delaware limited partnership ("GEIPPP") and General Electric Capital Corporation, a New York corporation (collectively the "Purchasers"). Recitals A. Company entered into a Securities Purchase Agreement with Purchasers dated June 24, 1993, and amended May 6, 1994 and July 28, 1995 (the "Agreement"), pursuant to which Purchasers acquired various securities of Company. B. Company and Purchasers now desire to amend the Agreement as set forth herein. 1. Amendment. Section 6.1(a) of the Agreement is hereby amended to read in its entirety as follows: "6.1. Financial Covenants. (a) The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $100,000,000 or, only during the Company's second fiscal quarter of 1995, $99,000,000 and (ii) the aggregate Stated Value of the outstanding Shares of Preferred Stock net of unamortized issuance costs associated with the securities (it being understood that, for the purposes of paragraph (a), (x) the Notes and any other Subordinated Indebtedness of the Company shall not be treated as equity and (y) Consolidated Net Worth shall not be reduced by any amount up to one hundred and six million dollars ($106,000,000) borrowed to redeem, purchase or acquire shares of Common Stock to the extent such amounts are repaid from the net cash proceeds received, not more than 180 days after the effective date of such borrowing, by the Company from Nestle for the issue and sale of Shares of Common Stock and warrants to purchase or acquire shares of Common Stock on the terms set forth in the Nestle Purchase Agreement and the Nestle Warrant Agreement). 2. Miscellaneous. 2.1. Except as expressly amended herein, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect and all references therein to such Agreement shall henceforth refer to the Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, this Agreement. 2.2. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment. 2.3. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware. Page 33 of 38 Pages 2.4. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Company and the Purchasers have caused this Amendment to be executed and delivered as of the date first above written. DREYER'S GRAND ICE CREAM, TRUSTEES OF GENERAL ELECTRIC INC. PENSION TRUST By: /s/ Paul R. Woodland By: /s/ Alan M. Lewis ------------------------------ ------------------------------ Name: Paul R. Woodland Name: Alan M. Lewis Title: Vice President Title: Alan M. Lewis GENERAL ELECTRIC CAPITAL GE INVESTMENT PRIVATE CORPORATION PLACEMENT PARTNERS I By: GE Investment Management By: /s/ Sharon L. E. Pipe Incorporated, its General Partner ------------------------------ Name: Sharon L. E. Pipe Title: Dept. Operations Manager By: /s/ Alan M. Lewis ------------------------------ Name: Alan M. Lewis Title: Executive Vice President Page 34 of 38 Pages EX-99.10 4 FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT Exhibit 10 AMENDED AND RESTATED FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amended and Restated Fourth Amendment to Securities Purchase Agreement (the "Amendment") is entered into this 12th day of March, 1996 and is effective as of October 1, 1996 by and among Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the Company"), and Trustees of General Electric Pension Trust, a New York common law trust ("GE Pension"), GE Investment Private Placement Partners, I, a Delaware limited partnership ("GEIPPP"), and General Electric Capital Corporation, a New York corporation (collectively the "Purchasers"). Recitals A. Company is a party to a Securities Purchase Agreement dated June 24, 1993, with Purchasers (the "Purchase Agreement"), as amended by amendments dated May 6, 1994, July 28, 1995 and October 30, 1995, pursuant to which Purchasers acquired various securities of Company. B. The Company and Purchasers entered into a Fourth Amendment to Securities Purchase Agreement dated February 1, 1996 and effective as of October 1, 1995 (the "Fourth Amendment"). C. Company and Purchasers now desire to amend and restate the Fourth Amendment in its entirety and amend the Purchase Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual agreements, waiver provisions, and covenants contained herein, the parties agree as follows: 1. Amendment and Restatement of Fourth Amendment. The Fourth Amendment is amended and restated in its entirety as set forth in this Amendment. 2. Amendments to Purchase Agreement. 2.1 Section 12.1 of the Purchase Agreement is hereby amended by adding the following definition: ""Net Aggregate Stated Value" shall mean the aggregate Stated Value of the outstanding shares of Preferred Stock net of unamortized issuance costs associated with the Securities." 2.2 The definition of "Consolidated Net Worth" contained in Section 12.1 of the Purchase Agreement is hereby amended to read in its entirety as follows: "Consolidated Net Worth" shall mean the consolidated stockholders' equity of the Company and its Subsidiaries (not including the Net Aggregate Stated Value) determined in accordance with generally accepted accounting principles consistently applied plus the Net Aggregate Stated Value." 2.3 Section 6.1(a) of the Purchase Agreement is hereby amended to read in its entirety as follows: Page 35 of 38 Pages "6.1. Financial Covenants. (a) The Company will not permit its Consolidated Net Worth to be less than (i) $185,000,000 during the Company's fourth fiscal quarter of 1995 or (ii) $190,000,000 during each of the Company's four fiscal quarters of 1996 or (iii) the sum of $100,000,000 plus the Net Aggregate Stated Value at any time after the end of the Company's 1996 fiscal year." 2.4 Section 6.1(c) of the Purchase Agreement is hereby amended to read in its entirety as follows: "(c) The Company will not permit its Fixed Charge Ratio to be less than .75 to 1.00 on the last day of fiscal year 1995 and 1.5 to 1.0 on the last day of each fiscal year thereafter." 2.5 Section 6.1 of the Purchase Agreement is hereby further amended by adding the following paragraphs (d), (e) and (f): "(d) In the event the Company's Fixed Charge Ratio on the last day of the second fiscal quarter of 1996 is less than 1.25 to 1.0, then within ten (10) business days after the Company's final calculation of such Fixed Charge Ratio, the Company will pay to the holders of the outstanding shares of Series B Preferred Stock, pro rata based on the number of shares held by each holder, out of the assets of the Company legally available therefor, a special dividend in the aggregate amount of Five Hundred Thousand Dollars ($500,000) cash. (e) In the event the Company's Fixed Charge Ratio on the last day of fiscal year 1996 is less than 1.5 to 1.0, then within ten (10) business days after the Company's final calculation of such Fixed Charge Ratio, the Company will pay to the holders of the outstanding shares of Series B Preferred Stock, pro rata based on the number of shares held by each holder, out of the assets of the Company legally available therefor, a special dividend in the aggregate amount of Five Hundred Thousand dollars ($500,000) cash. (f) The Purchasers agree that any special dividend payments made pursuant to paragraphs (d) and (e) of this Section 6.1 shall not be considered for purposes of calculating the Company's Fixed Charge Ratio. The Company agrees that the provisions of Sections 6.17 and 6.18 of this Agreement shall be applicable to any special dividend payments made pursuant to paragraphs (d) and (e) of this Section 6.1." 3. Waiver of Rights under Certificate of Designation and Interpretation. 3.1 Waiver of Rights. Notwithstanding their respective rights under the Company's Certificate of Designation of Series B Convertible Preferred Stock (the "Series B Certificate") the Company and the Purchasers agree to waive certain of their respective rights thereunder and to agree as follows: (a) The Purchasers agree to waive their right, as the holders of the Company's Series 3 Convertible Preferred Stock (the "Series B Preferred Stock") to receive dividends under Section 2(a) of the Series B Certificate (i) after December 15, 1997, if the Company's Fixed Charge Ratio on the last day of fiscal year 1996 is 1.5 to 1.0 or greater; or (ii) after June 15, 1999, if the Company's Fixed Charge Ratio on the last day of fiscal year 1996 is less than 1.5 to 1.00. (b) The Company agrees (i) after December 15, 1997, if the Company's Fixed Charge Ratio on the last day of fiscal year 1996 is 1.5 to 1.0 or greater; or (ii) after June 15, 1999, if the Company's Fixed Charge Ratio on the last day of fiscal year 1996 is less than 1.5 to 1.0, that no dividend or distribution in cash, shares of stock or other property on the Common Stock, par value $1.00 per share, of the Company (the "Common Stock") shall be declared or paid or set apart for payment unless, at the same time, the same dividend or distribution is declared or paid or set apart, as the case may be, on the Series B Preferred Stock payable on the same date, at the rate per share of Series B Preferred Stock based upon the number of shares of Common Stock into which each share of Series B Preferred Page 36 of 38 Pages Stock is convertible (as adjusted pursuant to Section 8 of the Series B Certificate) on the record date for such dividend or distribution on the Common Stock. (c) The Company agrees that it will not exercise its right to redeem the Series B Preferred Stock pursuant to clause (i) of the first paragraph of Section 5(a) of the Series B Certificate until after June 15, 1999. (d) The Purchasers agree that the Company's right to redeem the Series B Preferred Stock pursuant to clause (ii) of the first paragraph of Section 5(a) of the Series B Certificate shall be extended to on or prior to June 15, 1999, such that the Company shall have the right to redeem the Series B Preferred Stock on the same terms as set forth in such clause of the Series B Certificate. 3.2 Interpretation. The parties hereto confirm and agree that it was their intent at the time the Purchase Agreement was executed that the definitions of "Agreement" in the Purchase Agreement and of "Purchase Agreement" in the Series B Certificate would include any amendments to the Purchase Agreement as made from time to time pursuant to the terms of the Purchase Agreement. 4. Miscellaneous. 4.1 Except as expressly amended herein, all terms, covenants and provisions of the Purchase Agreement are and shall remain in full force and effect and all references therein to such Purchase Agreement shall henceforth refer to the Purchase Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Purchase Agreement. 4.2 This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Purchasers agree that they will not sell, transfer, pledge, assign or otherwise dispose of (collectively, "Transfer") any of their shares of Series B Preferred Stock unless, prior to such Transfer, the proposed transferee shall have agreed in writing in form and substance reasonably satisfactory to the Company to be bound by the terms of this Fourth Amendment. No third party beneficiaries are intended in connection with this Amendment. 4.3 This Amendment shall be governed by and construed in accordance with the law of the State of Delaware. 4.4 This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Company and the Purchasers have caused this Amendment to be executed and delivered as of the date first above written. DREYER'S GRAND ICE CREAM, TRUSTEES OF GENERAL ELECTRIC INC. PENSION TRUST By: By: /s/ John H. Myers ------------------------------ ------------------------------ Name: Name: John H. Myers Title: Title: Trustee Page 37 of 38 Pages GENERAL ELECTRIC CAPITAL GE INVESTMENT PRIVATE CORPORATION PLACEMENT PARTNERS I, L.P. By: GE Investment Management By: /s/ Incorporated, its General Partner ------------------------------ Name: Title: Dept. Operations Manager By: /s/ John H. Myers ------------------------------ Name: John H. Myers Title: Executive Vice President Page 38 of 38 Pages -----END PRIVACY-ENHANCED MESSAGE-----