UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Dreyer's Grand Ice Cream, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
26187810
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(CUSIP Number)
Nancy E. Barton, Esq.
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
(203) 961-5523
Alan M. Lewis
General Electric Pension Trust
P.O. Box 7900
3003 Summer Street
Stamford, CT 06904
(203) 326-2313
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
August 7, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing Person(s) has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
*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 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).
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Capital Corporation (I.R.S. #13-1500700)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,199,999
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 1,199,999
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
1,199,999
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Pension Trust (I.R.S. #14-6015763)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 485,373
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 0
10 SHARED DISPOSITIVE POWER
485,373
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
485,373, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 1,199,999.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 3.5%.
14 TYPE OF REPORTING PERSONS (See Instructions)
EP
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 714,626
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 0
10 SHARED DISPOSITIVE POWER
714,626
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
714,626, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 1,199,999.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%, or if General Electric Pension Trust and GE Investment Private
Placement Partners I, Limited Partnership are deemed to be a group,
then 3.5%.
14 TYPE OF REPORTING PERSONS (See Instructions)
PN EP
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GE Asset Management Incorporated (formerly known as GE Investment
Management Incorporated), as General Partner of GE Investment
Private Placement Partners I, Limited Partnership and as Investment
Manager of General Electric Pension Trust (I.R.S. #06-1238874)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,199,999
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH 0
10 SHARED DISPOSITIVE POWER
1,199,999
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
1,199,999
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES Disclaimed (see 11 below).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH Disclaimed (see 11 below).
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
Beneficial ownership of all shares disclaimed by General Electric Capital
Services, Inc.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above).
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
General Electric Company (I.R.S. #14-0689340)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES Disclaimed (see 11 below).
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSONS WITH Disclaimed (see 11 below).
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
Beneficial ownership of all shares disclaimed by General Electric Company.
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above).
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
This Amendment No. 4 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed by General Electric Capital Corporation, a
Delaware corporation ("GECC"), General Electric Pension Trust, a New York
common law trust ("GEPT"), GE Investment Private Placement Partners I,
Limited Partnership, a Delaware limited partnership ("GEIPPP"), GE Asset
Management Incorporated, a Delaware corporation and a wholly owned
subsidiary of General Electric Company ("GEAM"), General Electric Capital
Services, Inc., a Delaware corporation and General Electric Company, a New
York corporation on July 12, 1993 and amended on each of May 24, 1994,
December 10, 1997 and July 5, 2001, 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"). All prior references to GE Investment
Management Incorporated or GEIM contained in the Schedule 13D and prior
amendments thereto shall henceforth be deemed to be references to GE Asset
Management Incorporated, or GEAM (as successor to GEIM), respectively. All
prior references to GECC as a New York corporation contained in the
Schedule 13D and prior amendments thereto shall now be deemed to be
references to GECC as a Delaware corporation as a result of a
reincorporation of such company which was effected on July 2, 2001.
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:
Item 1. Security and Issuer.
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Unchanged.
Item 2. Identity and Background.
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Unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
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Unchanged.
Item 4. Purpose of Transaction.
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Unchanged.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and supplemented by:
FIRST:
Deleting paragraph (a) in its entirety and replacing it with the
following:
(a) (i) GECC beneficially owns 1,199,999 shares of Common Stock,
representing 3.5%(1) of the shares of Common Stock; (ii) GEPT
beneficially owns 485,373 shares of Common Stock, representing
1.4% of the shares of Common Stock and (iii) GEIPPP beneficially
owns 714,626 shares of Common Stock, representing 2.1% of the
shares of Common Stock.
GEPT, GEAM and GEIPPP may constitute a group as such term is
used in Section 13(d)(3) of the Exchange Act. If GEPT, GEAM and
GEIPPP were deemed to constitute a group, the 1,199,999 shares of
Common Stock held by GEPT and GEIPPP in the aggregate would
represent 3.5% of the shares of Common Stock. The 2,399,998
shares of Common Stock beneficially owned by GECC, GEAM, GEPT and
GEIPPP in the aggregate would represent 7.0% of the shares of
Common Stock.
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(1) This percentage and all other such percentages in this Amendment are
based on 34,377,798 shares of Common Stock outstanding, calculated by
combining the 28,578,000 shares of Common Stock outstanding as of May
11, 2001, as reported in the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2001, with 5,799,998 shares
of Common Stock that the GE Parties (as such term is defined in Item 6
of this Amendment) received on conversion of the Company's Series A
Preferred Stock following a written request made on June 19, 2001.
SECOND:
Removing the last sentence of paragraph (b):
THIRD:
Deleting paragraph (e) and replacing it in its entirety with the
following:
As a result of the consummation of the sales of shares on August
7, 2001 (as described in Item 6), none of GECC, GEAM, GEPT or
GEIPPP currently beneficially owns 5% or more of the Common
Stock.
Item 6. Contracts Arrangements, Understandings or Relationships With Respect
------ to Securities of the Issuer.
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Issuer.
Item 6 is hereby amended and supplemented by deleting the last
sentence thereof and replacing it with the following:
Such purchases of shares of Common Stock were consummated on
August 7, 2001.
Item 7. Material to be Filed as Exhibits.
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Unchanged.
Schedules:
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Schedule I is replaced in its entirety by Schedule I attached hereto.
Schedule V is replaced in its entirety by Schedule II attached hereto.
SIGNATURES
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/ Jonathan K. Sprole
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Name: Jonathan K. Sprole
Title: Department Operations Manager
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Incorporated,
its Investment Manager
By: /s/ Patrick J. McNeela
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Name: Patrick J. McNeela
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Asset Management Incorporated,
its General Partner
By: /s/ Patrick J. McNeela
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Name: Patrick J. McNeela
Title: Vice President
GE ASSET MANAGEMENT INCORPORATED
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
Dated: August 7, 2001
Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Amendment No. 4 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: August 7, 2001
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Department Operations Manager
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Incorporated,
its Investment Manager
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I,
LIMITED PARTNERSHIP
By: GE Asset Management Incorporated,
its General Partner
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GE ASSET MANAGEMENT INCORPORATED
By: /s/ Patrick J. McNeela
--------------------------------------
Name: Patrick J. McNeela
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Jonathan K. Sprole
--------------------------------------
Name: Jonathan K. Sprole
Title: Attorney-in-Fact
Schedule II
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.
Trustees Present Principal Occupation
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Eugene K. Bolton Executive Vice President of GEAM and
Trustee of GEPT
Michael J. Cosgrove Executive Vice President of GEAM and
Trustee of GEPT
John H. Myers Vice President of General Electric Company,
Chairman of the Board and President GEAM
and Trustee of GEPT
Ralph R. Layman Executive Vice President of GEAM and
Trustee of GEPT
Alan M. Lewis Executive Vice President, General Counsel
and Secretary of GEAM and Trustee of GEPT
Robert A. MacDougall Executive Vice President of GEAM and
Trustee of GEPT
Donald W. Torey Executive Vice President of GEAM and
Trustee of GEPT
John J. Walker Executive Vice President - Chief Financial
Officer of GEAM and Trustee of GEPT
Citizenship of All Trustees
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U.S.A.