UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
(Final Amendment)*
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)
January 31, 2002
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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 NAME 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 (See Instructions)
(a) [ ]
(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 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAME 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 (See Instructions)
(a) [ ]
(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 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSONS (See Instructions)
EP
CUSIP No. 26187810 13D
1 NAME 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 (See Instructions)
(a) [ ]
(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 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSONS (See Instructions)
PN EP
CUSIP No. 26187810 13D
1 NAME 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 (See Instructions)
(a) [ ]
(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 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSONS
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
CUSIP No. 26187810 13D
1 NAME 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 (See Instructions)
(a) [ ]
(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
PERSON 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 NAME 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 (See Instructions)
(a) [ ]
(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
PERSON 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. 6 and Final Amendment 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, July 5, 2001, August 7, 2001 and
January 30, 2002, 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"). 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 5. Interest in Securities of the Issuer.
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Item 5 paragraphs (a) to (e) are hereby amended to read as
follows:
(a) to (e) On January 31, 2002, GECC, GEPT and GEIPP sold an
aggregate of 2,399,998 shares of Common Stock in a negotiated
transaction to a financial institution at a price of $35.30 per
share.
As a result of this transaction, none of GECC, GEPT and GEIPP
beneficially owns any shares of Common Stock and, accordingly,
this Amendment represents the final amendment to the Schedule 13D
previously filed by GECC, GEPT, GEIPP, GEAM, General Electric
Capital Services, Inc. and General Electric Company.
Schedules:
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Schedule I is replaced in its entirety by Schedule I 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
ENERAL 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
Dated: February 5, 2002
Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Amendment No. 6 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: February 5, 2002
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Jonathan K. Sprole
----------------------------------------
Name: Jonathan K. Sprole
Title: Department Operations Manager
ENERAL 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