================================================================================
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, 2001
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
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, 2001 and 2000,
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
at End of Year) (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
June 28, 2002
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
DECEMBER 31,
------------
2001 2000
Assets
Investments (Note 3) $96,677,607 $93,620,328
Contributions receivable:
Employee 198,472 178,596
Employer 2,469,455 2,059,288
Accrued dividends and other receivables 453 687
----------- -----------
Net assets available for benefits $99,345,987 $95,858,899
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- --------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
------------
2001 2000
Additions
Additions to net assets attributed to:
Interest $ 439,515 $ 284,370
Net appreciation in fair value of investments (Note 3) -- 9,244,482
----------- -----------
439,515 9,528,852
Contributions:
Participant 6,820,988 6,161,910
Employer 2,469,404 2,062,938
Employee rollovers from other qualified plans 513,487 477,144
----------- -----------
Total additions 10,243,394 18,230,844
----------- -----------
DEDUCTIONS
Deductions from net assets attributed to:
Benefit payments 5,054,017 5,730,354
Net depreciation in fair value of investments (Note 3) 1,620,630 --
Administrative expenses 81,659 91,069
----------- -----------
Total deductions 6,756,306 5,821,423
----------- -----------
Net increase 3,487,088 12,409,421
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 95,858,899 80,716,236
Transfers -- 2,733,242
----------- -----------
End of year $99,345,987 $95,858,899
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 thirty days of
employment. All part-time employees are eligible to participate in
the Plan on the next "entry date" coinciding with or following
twelve 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 2 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.
The Plan has a flexible investment policy in which the participants
direct the investment of their contributions, including the employer
matching contribution, into a variety of investment funds. The
participants' accounts are credited for the return on their
investment in proportion to their investment in the respective fund
within the Plan.
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.
4
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
An eligible participant is defined as an eligible employee who has
been employed by the Company for at least twelve 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.
During 2001 and 2000, $148,257 and $148,298, 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
Plan 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 establishes and maintains separate
accounts for all rollover contributions. At all times, the
participant is fully vested in his rollover account, adjusted for
attributed income, gains, losses and expenses. Cash benefits paid
from rollover accounts are 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; and a
Company account consists of the portion of a participant's account
attributable to Company contributions and the related investment
income.
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
completion of seven years of service, in which participants are
fully vested. A participant earns one year of service for
5
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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
Participants may borrow from their accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their vested
account balance, with interest charged at the prevailing prime rate
plus 2%, determined at the time the loan is made to the participant.
Principal and interest are paid ratably through payroll deductions
over a maximum term of five years.
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 of America
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.
BENEFIT PAYMENTS
Benefits to terminated participants, including deemed distributions
of participant loans, are recorded as a deduction from net assets
when paid in accordance with guidance issued for accounting and
disclosure by employee benefit plans.
ADMINISTRATIVE EXPENSES
Expenses incurred in the administration of the Plan are charged to
the Plan by the Trustee if they are not paid by the Company.
6
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
3. INVESTMENTS
Investments representing 5% or more of net assets available for benefits
are as follows at December 31:
2001 2000
COLLECTIVE INVESTMENT TRUST
Schwab Stable Value Fund $10,206,918 $ 6,121,653
COMMON STOCK
Dreyer's Grand Ice Cream, Inc. 27,918,710 22,863,382
MUTUAL FUNDS
Schwab S&P 500 Select Share Fund 25,292,979 28,670,965
Jurika & Voyles Balanced Fund -- 8,447,330
Rainier Core Equity Fund 18,037,370 22,030,008
CDC Nvest Balanced Y Fund 9,307,155 --
During 2001 and 2000, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
(depreciated) appreciated in value by ($1,620,630) and $9,244,482,
respectively, which amounts are included in the Statement of Changes in
Net Assets Available for Benefits, as follows:
YEAR ENDED
DECEMBER 31,
------------
2001 2000
Mutual funds $(6,809,678) $(3,566,804)
Common stock 4,759,808 12,556,841
Collective investment trust 429,240 254,445
----------- -----------
$(1,620,630) $ 9,244,482
=========== ===========
4. 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.
7
DREYER'S GRAND ICE CREAM, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
5. 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.
8
DREYER'S GRAND ICE CREAM, INC.
SAVINGS PLAN
SCHEDULE OF ASSETS
(HELD AT END OF YEAR) ADDITIONAL INFORMATION
DECEMBER 31, 2001 SCHEDULE H, LINE 4i, FORM 5500
- --------------------------------------------------------------------------------
(c) DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
(b) IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, (e) CURRENT
(a) LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE VALUE
COLLECTIVE INVESTMENT TRUST
* Charles Schwab Schwab Stable Value Fund $10,206,918
MUTUAL FUNDS
CDC IXIS Advisers CDC Nvest Balanced Y Fund 9,307,155
Deutsche Asset Management Deutsche International Equity Fund 1,465,233
Loomis Sayles & Co. Loomis Sayles Bond Fund 1,541,931
Rainier Investment Rainier Core Equity Fund 18,037,370
* Charles Schwab Schwab S&P 500 Select Fund 25,292,979
EMPLOYER SECURITIES
* Dreyer's Grand Ice Cream, Inc. Dreyer's Grand Ice Cream, Inc.
Common Stock 27,918,710
* Plan Participants Fully amortized loans receivable from 2,906,758
participants bearing interest rates from
7% to 11.5%. Due at various dates
through 2006.
MONEY MARKET FUND
* Charles Schwab Stock liquidity 553
-----------
$96,677,607
===========
* A party-in-interest as defined by ERISA.
Column (d) Cost is omitted for participant-directed investments.
9
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 28, 2002 By: /s/ William C. Collett
---------------------------------
William C. Collett
Member of Dreyer's Grand Ice Cream, Inc.
Savings Plan Administrative Committee, as
Plan Administrator
By: /s/ Jeffrey R. Shields
---------------------------------
Jeffrey R. Shields
Member of Dreyer's Grand Ice Cream, Inc.
Savings Plan Administrative Committee, as
Plan Administrator
EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
Exhibit 23 Consent of Independent Accountants
</Table>