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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ____________
Commission file number 0-14190
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DREYER'S GRAND ICE CREAM, INC.
5929 COLLEGE AVENUE
OAKLAND, CA 94618
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrative Committee of the
Dreyer's Grand Ice Cream, Inc. Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the financial status of the Dreyer's
Grand Ice Cream, Inc. Savings Plan (the "Plan") at December 31, 2000 and 1999,
and the changes in its financial status for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes (Schedule H, Line 4i) is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Francisco, California
May 23, 2001
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
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2000 1999
Assets
Investments at fair value:
Cash $ 25,892 $ 72,778
Collective investment trust 6,121,653 4,261,694
Common stock 22,863,382 15,838,577
Interest in master trust 847,376 638,856
Interest in pooled funds 60,797,077 54,384,561
Participant loans 2,964,948 2,932,878
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93,620,328 78,129,344
Contributions receivable:
Employee 178,596 50
Employer 2,059,288 2,586,842
Accrued dividends and other receivables 687 -
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Net assets available for benefits $95,858,899 $80,716,236
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See accompanying notes to financial statements.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years Ended December 31,
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2000 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income:
Interest $ 284,370 $ 266,553
Dividends 3,257,526 2,128,365
Realized and unrealized gains, net 5,954,218 9,715,380
Beneficial interest in investment income
of master trust, net 32,738 26,490
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9,528,852 12,136,788
Contributions:
Employee 6,161,910 5,835,355
Employer 2,062,938 2,585,386
Employee rollovers from other qualified plans 477,144 365,373
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Total additions 18,230,844 20,922,902
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Benefit payments 5,730,354 5,282,852
Administrative expenses 91,069 70,526
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Total deductions 5,821,423 5,353,378
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Net increase 12,409,421 15,569,524
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 80,716,236 65,146,712
Transfers 2,733,242 -
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End of year $95,858,899 $80,716,236
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See accompanying notes to financial statements.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following brief description of the Dreyer's Grand Ice Cream, Inc.
Savings Plan (the Plan) is provided for general informational purposes
only. Participants should refer to the Plan document for more complete
information.
GENERAL
The Plan is a defined contribution profit-sharing plan containing a
cash or deferred arrangement described in Section 401(k) of the
Internal Revenue Code. The Plan benefits participating employees of
Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the Company). The
Plan is administered by the Plan's Administrative Committee (the
Committee) and all investments and cash are held by Charles Schwab
Trust Company (the Trustee). Schwab Retirement Plan Services provides
recordkeeping services for the Plan. The Plan became effective January
1, 1983 and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
ELIGIBILITY
All full-time employees, other than individuals employed under a
collective bargaining agreement which does not provide for
participation in the Plan, are eligible to participate in the Plan on
the next "entry date" coinciding with or following 30 days of
employment. All part-time employees are eligible to participate in the
Plan on the next "entry date" coinciding with or following 12 months of
employment and at least 1,000 hours of service in the Plan year. The
entry dates defined by the Plan are January 1, April 1, July 1 and
October 1 of each calendar year.
EMPLOYEE CONTRIBUTIONS
In order to participate in the Plan, each participant is required to
contribute at least two percent of the compensation received from the
Company; however, any participant may elect to contribute an additional
amount up to 10 percent of the participant's compensation within the
maximum allowable amount permitted under the Internal Revenue Code. At
all times, participants will be fully vested in their contributions
adjusted for attributed income, gains, losses and expenses.
EMPLOYER CONTRIBUTIONS
The Plan provides that the Company may make discretionary employer
matching contributions, subject to approval by the Company's Board of
Directors. Discretionary employer matching contributions are made to
participants' accounts equal to a percentage of each eligible
participant's employee contribution. For eligible participants who have
ten or more years of service as of the last day of the Plan year, the
percentage of employee contributions matched is twice that of eligible
participants with less than ten years of service. An eligible
participant is defined as an eligible employee who has been employed by
the Company for at least 12 months and has completed at least 1,000
hours of service in the Plan year or who retired, died or was disabled
during the Plan year.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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During 2000 and 1999, $148,298 and $184,690, respectively, of employer
matching contributions were forfeited by terminated employees before
those amounts became vested. Such forfeited amounts were used to reduce
employer matching contributions for the corresponding year and were
allocated as of the last day of the year to the matching accounts of
eligible participants.
ROLLOVER CONTRIBUTIONS
Subject to the terms of the Plan, the Committee may authorize the
Trustee to accept from any participant a rollover contribution from
another tax-qualified plan, provided the contribution is made within 60
days after receipt of the eligible rollover distribution by the
participant from such other tax-qualified plan. Amounts consisting of
after-tax employee contributions are not allowed as rollover
contributions. The Plan will establish and maintain separate accounts
for all rollover contributions. At all times, the participant will be
fully vested in his rollover account, adjusted for attributed income,
gains, losses and expenses. Cash benefits paid from rollover accounts
will be paid in the same manner as other benefits under the Plan.
PARTICIPANT ACCOUNT VALUATION
Each participant's account is valued at the last quoted sales price of
each business day, including the last business day of the Plan year.
The valuation on the last business day of the Plan year includes all
contributions, withdrawals, investment income, and realized and
unrealized gains and losses since the previous business day.
PLAN BENEFITS
Upon retirement, death or permanent disability, participants are
entitled to an amount equal to 100 percent of their salary deferral,
rollover and Company accounts. In the event of termination prior to
retirement, participants will receive the final balances in their
salary deferral and rollover accounts plus the vested portion of the
Company account to which they are entitled.
A salary deferral account consists of the portion of a participant's
account attributable to the participant's employee contributions and
the related investment income; a rollover account consists of the
portion of a participant's account attributable to the participant's
rollover contributions and the related investment income; a Company
account consists of the portion of a participant's account attributable
to Company contributions and the related investment income.
The Plan has a flexible investment policy in which the participant can
choose to invest his/her account balance in one or all of a variety of
investment funds. The participant's accounts are credited for the
return on his/her investment in proportion to his/her investment in the
respective fund within the Plan.
Investment options in the Plan include seven funds: a short-term
investment fund, a bond fund, a balanced fund, an equity fund, an
international equity fund, a stock fund (comprised of the Company's
common stock) and an S&P 500 fund.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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VESTING
After completion of two years of service, participants are entitled to
20 percent of the final balance of their Company account. For each full
year of service thereafter, participants vest an additional 15 percent
of their Company account balance until seven years of service are
completed, at which point participants become fully vested. A
participant earns one year of service for each year commencing on or
after January 1, 1976 in which the participant has worked at least
1,000 hours. If a participant's service is less than two years and ends
before retirement, death, or permanent disability, the entire Company
account will be forfeited.
PARTICIPANT LOANS
The Plan has a participant loan program as allowed by existing Plan
provisions. Participants may borrow a portion of their vested accounts,
subject to the terms set forth in the Plan and the limitations of the
Internal Revenue Code.
Participant loans, which bear interest at the prime rate plus two
percent, are due within five years and are secured by the participant's
interest in the balance of his or her account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared using the
accrual method of accounting in accordance with accounting principles
generally accepted in the United States of America. The preparation of
financial statements in accordance with accounting principles generally
accepted in the United States requires the use of management's
estimates and assumptions that affect the reported amounts and
disclosures in the financial statements. Actual results could differ
from those estimates.
INVESTMENTS AND INVESTMENT INCOME
The Plan's assets are valued at the last quoted sales price of each
business day including the last business day of the Plan year. Realized
gains or losses on investments sold are recorded as the difference
between the proceeds received upon sale and the market value of the
investments at the beginning of the year or cost if acquired during the
year. In accordance with the Plan's policy of stating investments at
market value, net unrealized gains or losses for the period are
included in the statement of changes in net assets available for
benefits in the period during which the market value change occurs.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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BENEFIT PAYMENTS AND LOANS MADE
Benefits to terminated participants and loan repayments for terminated
participants are recorded as a deduction from net assets when paid in
accordance with guidance issued for accounting and disclosure by employee
benefit plans. Loans made and loan repayments for active participants are
recorded as "transfers" in the Statement of Changes in Net Assets
Available for Benefits. During 2000 and 1999, loans made totaled
$1,313,612 and $1,329,123, respectively. During 2000 and 1999, loan
repayments totaled $1,417,543 and $1,149,978, respectively. During 2000
and 1999, loan transfers from other 401(k) plans totaled $136,001 and $0,
respectively (Note 7).
ADMINISTRATIVE EXPENSES
The expenses incurred in the administration of the Plan are charged to
the Plan by the Trustee if they are not paid by the Company.
3. INVESTMENTS
Investments representing 5% or more of net assets available for benefits
were as follows:
December 31,
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2000 1999
Collective investment trust
Schwab Stable Value Fund $ 6,121,653 $ 4,261,694
Common stock
Dreyer's Grand Ice Cream, Inc. 22,863,382 15,838,577
Interest in pooled funds
Schwab S&P Select Share Fund 28,670,965 29,504,807
Jurika & Voyles Balanced Fund 8,447,330 5,754,887
Rainier Core Equity Fund 22,030,008 18,402,473
4. INTEREST IN MASTER TRUST
Certain assets of the Plan are held in the Dreyer's Grand Ice Cream, Inc.
Master Trust (the "Master Trust"). The Master Trust is a pooling of the
Plan's and the Dreyer's Grand Ice Cream, Inc. Money Purchase Pension Plan's
investment in the Loomis Sayles Bond Institutional Fund. Investments in the
Master Trust are valued at the last quoted sales price of each business
day. The net assets, investment income and gains and losses are allocated
to each plan based on the pro-rata portion of each plan's interest in the
Master Trust.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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The Plan's percentage interest in the Master Trust at December 31, 2000 and
1999 was 3.7 percent and 3.1 percent, respectively. The changes in net
assets of the Plan's interest in the Master Trust, and related amounts of
investment income were as follows:
Years Ended December 31,
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2000 1999
Changes in net assets
Increase in fair value of investments $208,520 $243,443
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Beneficial interest in investment income of
Master Trust
Interest $ 3,055 $ 3,227
Dividends 72,534 50,849
Realized and unrealized losses, net (42,851) (27,586)
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$ 32,738 $ 26,490
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5. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions and to terminate the
Plan. In the event the Plan is terminated, participants' accounts shall
become nonforfeitable and the net assets shall be allocated to each
participant to provide benefits in accordance with the provisions of
Section 4044 of ERISA.
6. TAX STATUS OF THE PLAN
In January 1997, the Committee received a favorable determination letter
from the Internal Revenue Service as to the qualified status of the Plan.
Effective August 1, 1998, the Plan was amended to change the Plan's
eligibility requirements, as defined in Note 1. The Committee is of the
opinion that the Plan, as amended, fulfills the requirements of a qualified
Plan and that the trust which forms a part of the Plan is not subject to
tax. Accordingly, no provision for federal or state income taxes has been
provided.
7. MERGER OF 401(K) PLANS
During 2000, the Company acquired Sunbelt Distributors, Inc. and Rutledge
Distributors, Inc. In connection with these acquisitions, the 401(k) plans
of these acquired companies were merged into the Plan. The net assets of
these 401(k) plans which were transferred to the Plan are included in
"transfers" in the Statement of Changes in Net Assets Available for
Benefits.
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DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
FORM 5500, SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT DECEMBER 31, 2000
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Number of
Shares or Current
Face Value Value
Description of Investment
Interest in Pooled Funds
Schwab Stable Value Fund 476,768 $ 6,121,653
Jurika & Voyles Balanced Fund 627,588 8,447,330
Rainier Core Equity Fund 846,657 22,030,008
Deutsche International Equity 63,780 1,614,281
Schwab S&P Select Share Fund 1,407,509 28,670,966
Schwab Treasury U.S. Money Market Fund - 34,492
Common Stock
Dreyer's Grand Ice Cream, Inc. 708,912 22,863,382
Other Investments
Cash 25,892
Participant Loans
(maturing from 1/1/01 to 1/1/06, 7% to 11%) 2,964,948
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$92,772,952
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Dreyer's Grand Ice Cream, Inc. Savings Plan Administrative Committee
has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DREYER'S GRAND ICE CREAM, INC.
SAVINGS PLAN
Date: June 29, 2001 By: /s/ William C. Collett
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William C. Collett
Member of Dreyer's Grand Ice Cream, Inc.
Savings Plan Administrative Committee, as
Plan Administrator
By: /s/ Jeffrey R. Shields
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Jeffrey R. Shields
Member of Dreyer's Grand Ice Cream, Inc.
Savings Plan Administrative Committee, as
Plan Administrator
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 23 Consent of Independent Accountants