1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest Event reported): May 14, 1997 Commission file number 0-14190 DREYER'S GRAND ICE CREAM, INC. (Exact name of registrant as specified in its charter) Delaware No. 94-2967523 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 5. Other Events On May 14, 1997, the Board of Directors of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company"), approved a third amendment (the "Amendment") to the Amended and Restated Rights Agreement (the "Rights Agreement") dated as of March 4, 1991, and amended June 14, 1994 and March 17, 1997, by and between the Company and ChaseMellon Shareholder Services, L.L.C. (as second successor in interest to Bank of America, N.T. & S.A., a national banking association), as Rights Agent. The Amendment, which became effective on May 15, 1997, amends the Rights Agreement to change the Final Expiration Date (as defined in the Rights Agreement) to May 16, 2007, and to increase the Purchase Price (as defined in the Rights Agreement) for each one one-hundredth of a Preferred Share (as defined in the Rights Agreement) to $300, subject to adjustment. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 10.1 Third Amendment dated May 15, 1997, to Amended and Restated Rights Agreement dated as of March 4, 1991, by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. 2 3 SIGNATURE 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. By: /s/ Paul R. Woodland ---------------------------------- Name: Paul R. Woodland Title: Vice President - Finance and Administration, Chief Financial Officer and Assistant Secretary Dated: May 19, 1997 3 4 INDEX TO EXHIBITS Exhibit 10.1 Third Amendment dated May 15, 1997, to Amended and Restated Rights Agreement dated as of March 4, 1991, by and between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. 4