1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of Earliest Event Reported)
May 6, 1994
Dreyer's Grand Ice Cream, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-14190 94-2967523
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5929 College Avenue, Oakland, California 94618
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(510) 652-8187
__________________________________
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 6, 1994, Dreyer's Grand Ice Cream, Inc. (the "Company") entered
into a Stock and Warrant Purchase Agreement (the "Agreement") with Nestle
Holdings, Inc. (the "Purchaser") pursuant to which the Purchaser agreed to
purchase from the Company three million shares of Common Stock, par value $1.00
per share (the "Common Stock"), for a price of $32 per share, and three-year
warrants to purchase one million shares for a price of $32 per share and five-
year warrants to purchase one million shares for a price of $32 per share, the
aggregate purchase price for such warrants being $10 million. A copy of the
Agreement is attached hereto as Exhibit 2.1, and is incorporated herein by
reference. The Warrant Agreement is attached thereto as Exhibit A to the
Agreement; the forms of Right of First Refusal Agreements, pursuant to which
Gary Rogers, the Chairman and Chief Executive Officer of the Company, and
William Cronk, the President and Chief Operating Officer of the Company, as
well as certain of their related entities, have granted a right of first
refusal to the Purchaser on the shares of Common Stock owned by them, are
attached as Exhibits B and C to the Agreement; the Distributor Agreement,
pursuant to which the Company will distribute the Purchaser's frozen novelty
and ice cream products in certain markets beginning in 1995, is attached as
Exhibit D to the Agreement; a proposed amendment to the GECC Registration
Rights Agreement is attached thereto as Exhibit E to the Agreement; an
amendment to the Company's Rights Agreement, to allow the Purchaser to
consummate the transactions contemplated by the Agreement without becoming an
"Acquiring Person" as defined in the Rights Agreement, is attached as Exhibit F
to the Agreement; and the Registration Rights Agreement, pursuant to which the
Purchaser will have certain rights to request the Company to cause its shares
to be registered, is attached as Exhibit G to the Agreement. A copy of a press
release (the "Press Release") issued by the Company on May 6, 1994 in
connection with the transactions contemplated by the Agreement is attached
hereto as Exhibit 99.1. Capitalized terms used herein without definition have
the meanings ascribed to them in the Agreement.
As described in the Press Release, the Agreement contains provisions
providing the Purchaser with certain board representation and creating certain
standstill arrangements.
As described in the Press Release, the Company is embarking on a five-
year plan to accelerate the sale of its branded products by greatly increasing
its consumer marketing efforts and expanding its distribution system into
additional markets. Under the plan, the Company will increase the amount of
its spending for advertising and consumer promotion from a level of
approximately $13 million in 1993 to $40 million in 1994 and plans to spend
approximately $50 million annually on these marketing activities from 1995
through 1998.
The Company also announced that its board of directors has authorized
a program to repurchase up to 5 million shares through open market purchases
and negotiated transactions. The timing and amount of such purchases will
depend upon, among other things, market conditions, availability of shares for
purchase and the prices at which such shares may be available.
2
3
Separately, the Company issued a release (the "Earnings Release")
announcing earnings results for the fiscal quarter ended March 26, 1994. A
copy of the Earnings Release is attached as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
It is impracticable for the Company to file the required financial
statements for the acquired business at this time. The Company will file the
required financial statements as soon as practicable by an Amendment on Form 8
to this Current Report on Form 8-K, but in no event later than 60 days after
this Form 8-K is required to be filed.
(b) Pro forma financial information.
It is impracticable for the Company to file the required pro forma
financial information at this time. The Company will file such pro forma
financial information as soon as practicable by an Amendment on Form 8 to this
Current Report on Form 8-K, but in no event later than 60 days after this Form
8-K is required to be filed.
(c) Exhibits.
Exhibit No. Description
---------- -----------
2.1 Stock and Warrant Purchase Agreement between Dreyer's Grand Ice Cream, Inc. and
Nestle Holdings, Inc., dated May 6, 1994, with Exhibits.
99.1 Press Release dated May 6, 1994.
99.2 Earnings Release dated May 6, 1994.
3
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DREYER'S GRAND ICE CREAM, INC.,
a Delaware corporation
Date: May 6, 1994 By /s/ Paul R. Woodland
_________________________________________
Paul R. Woodland,
Vice President - Finance and
Administration and Chief Financial Officer
4
5
EXHIBIT INDEX
Exhibit No. Description
- - ---------- -----------
2.1 Stock and Warrant Purchase Agreement between Dreyer's Grand Ice Cream, Inc. and Nestle
Holdings, Inc., dated May 6, 1994, with Exhibits.
99.1 Press Release dated May 6, 1994.
99.2 Earnings Release dated May 6, 1994.
5