UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 29, 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(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).
This Amendment No. 5 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 and August 7, 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"). 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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On January 29, 2002, GECC, GEPT, GEIPP and the Company
entered into the letter agreement dated January 28, 2002, a
copy of which is attached as an exhibit and which is
incorporated by reference.
Item 5. Interest in Securities of the Issuer.
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Unchanged.
Item 6. Contracts Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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On January 29, 2002, GECC, GEPT, GEIPP and the Company
entered into the letter agreement dated January 28, 2002, a
copy of which is attached as an exhibit and which is
incorporated by reference.
Item 7. Material to be Filed as Exhibits.
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Letter agreement dated January 28, 2002, among GECC, GEPT,
GEIPP and the Company.
Schedules:
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Schedule I is replaced in its entirety by Schedule I attached hereto.
SIGNATURES
After reasonable inquity 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
--------------------------------
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
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Name: Patrick J. McNeela
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Jonathan K. Sprole
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Name: Jonathan K. Sprole
Title: Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Jonathan K. Sprole
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Name: Jonathan K. Sprole
Title: Attorney-in-Fact
Dated: January 30, 2002
Schedule I
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned
that the Amendment No. 5 to the Schedule 13D filed on the 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: January 30, 2002
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Jonathan K. Sprole
---------------------------------
Name: Jonathan K. Sprole
Title: Department Operations Manager
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Managemenet 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