Filed On 10/24/02 5:17pm ET · SEC File 0-14190 · Accession Number 898822-2-1250
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
10/24/02 Dreyers Grand Ice Cream Inc 425 1:11 Dreyers Grand Ice Cream Inc Wachtell Lipton..Katz/FA
Business-Combination Transaction Communication · Rule 425
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 425 Business-Combination Transaction Communication 11 41K
Filed by Dreyer's Grand Ice Cream, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Dreyer's Grand Ice Cream, Inc.
Commission File No. 0-14190
On October 23, 2002, Dreyer's Grand Ice Cream, Inc. issued a press release,
held a conference call (a recording of which is available as a "web cast" on
the Dreyer's Grand Ice Cream, Inc. web site), and made a recorded message
from its Chief Executive Officer, T. Gary Rogers, available to its
employees. The press release, transcript of the conference call, and excerpt
from the transcript of the message to employees which follow are being filed
pursuant to Rule 425:
PRESS RELEASE:
Dreyer's Grand Ice Cream, Inc. (NNM:DRYR) today announced results for the
quarter ended September 28, 2002 that reflect continued growth in sales and
favorable dairy raw material costs, partially offset by costs related to the
previously announced transaction with Nestle Holdings Inc. (Nestle). As a
result, Dreyer's earned $.27 per diluted common share in the quarter,
compared with earnings of $.17 per diluted common share reported in the third
quarter of 2001.
The company expects to file shortly a Registration Statement on Form S-4 with
the Securities and Exchange Commission (SEC) for the transactions
contemplated by the June 16, 2002 merger and contribution agreement with
Nestle. Upon completion of the transactions contemplated by the merger and
contribution agreement, common stock of the company will be exchanged for a
100 percent ownership interest in the Nestle Ice Cream Company, LLC (NICC).
This transaction will result in Nestle owning 67 percent of the outstanding
shares of the company. The transactions will be accounted for as a reverse
acquisition under the purchase method of accounting, where NICC will be
deemed to be the acquirer for accounting purposes only, and the company will
be deemed to be the acquiree. As a result, the company has been expensing all
merger transaction expenses as incurred. The company incurred $2.8 million of
such costs during the third quarter and has recorded a total of $5.7 million
year-to-date. The company currently estimates that it will incur total merger
transaction expenses, including costs to be incurred to close the
transactions, in the range of $25 million to $30 million. The transactions
are expected to close late in the fourth quarter of 2002 or early in the
first quarter of 2003.
Operating Results
Consolidated net sales for the thirteen-week period ended September 28, 2002
were $383,598,000, an increase of six percent over net sales of $361,636,000
in the third quarter of 2001. The company reported net income in the quarter
of $ 10,334,000, or $.27 per diluted common share, a $4,286,000 increase over
net income of $6,048,000, or $.17 per diluted common share, in the third
quarter of 2001.
Consolidated net sales for the thirty-nine week period ended September 28,
2002 were $1,050,823,000, an increase of 12 percent over net sales of
$936,473, 000 in the same period last
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year. The company reported year-to-date net income of $23,330,000, or $.62 per
diluted common share, a $14,673,000 increase over net income of $8,657,000, or
$.24 per diluted common share, in the same period of 2001.
Net sales of the company's branded products increased two percent for the
quarter to $209,739,000 and represented 55 percent of total net sales. The
growth of company brands was driven by sales of classic premium ice cream and
Whole Fruit Bars. Net sales of partner brands, products distributed for other
manufacturers, increased 11 percent in the quarter and accounted for 45
percent of total net sales. The increase was driven primarily by increased
sales of distributed novelty products and Ben & Jerry's superpremium products.
The company's gross profit increased by $15,358,000 to $55,974,000,
representing a 15 percent gross margin for the third quarter compared with an
11 percent gross margin in the same quarter of 2001. The improvement in gross
profit was driven primarily by lower dairy costs and higher sales, partially
offset by increases in distribution expenses.
Dairy raw material costs accounted for a $14.8 million pre-tax benefit in the
quarter versus last year, net of the results of butter trading activities.
Selling, general and administrative expenses increased by $6,748,000 to $35,
632,000 for the quarter and represented nine percent of net sales compared
with $28,884,000, or eight percent of net sales, in the same quarter of 2001.
The increase in expenses from 2001 reflects higher marketing and
administrative expenses, partially offset by reduced amortization expense due
to the impact of a change in the accounting for amortization of goodwill.
Beginning with the first quarter of 2002, the company began reporting sales
net of certain marketing and promotion expenses that were previously included
in selling, general and administrative expenses. Prior period expenses have
been retroactively restated for comparative purposes with no effect on net
income as previously reported.
Dreyer's Grand Ice Cream, Inc. (NNM:DRYR) manufactures and distributes
premium and superpremium ice cream. The company's products are marketed under
the Dreyer's brand name throughout the western states and Texas, and under
the Edy's(R) name throughout the remainder of the United States. Dreyer's
(together with Edy's) is the best-selling brand of packaged ice cream in the
country. Internationally, the Dreyer's brand extends to select markets in the
Far East and the Edy's brand to the Caribbean and South America. Brands
currently manufactured and distributed by Dreyer's include Grand, Grand
Light(R), Homemade, Dreamery(R), Whole Fruit(TM) Sorbet, M&M/Mars,
Starbucks(R), Godiva(R) and Healthy Choice(R). For more information on the
company, please visit www.dreyersinc.com.
------------------
Note to Editors: Edy's, the Dreyer's and Edy's logo design, Dreamery, Grand
Light, Homemade, Whole Fruit, are all trademarks or tradenames of Dreyer's
Grand Ice Cream, Inc. All other trademarks and tradenames are owned by their
respective companies.
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Conference Call
Dreyer's Grand Ice Cream, Inc. (NNM:DRYR) will hold a conference call for
investors and analysts today, Wednesday, October 23, 2002, at 10:30 a.m. EDT
(7:30 a.m. PDT) to discuss this news release. The call will be webcast in
its entirety from the Investor Relations section of www.dreyersinc.com. A
replay of the call will be available from the audio archives at the same
website location and is incorporated by reference into this news release.
* * *
CONFERENCE CALL (transcript):
Dreyer's Grand Ice Cream, Inc.
Third Quarter 2002 Conference Call
October 23, 2002
10:30 a.m. EDT
OPERATOR: Ladies and gentlemen, thank you for standing by. Welcome to the
Dreyer's Grand Ice Cream, Inc. third quarter 2002 conference call. During
the presentation all participants will be in a listen-only mode, afterwards
we will conduct a question and answer session. At that time, if you have a
question, please press the one followed by the four on your telephone. As a
reminder, this conference is being recorded today, Wednesday October 23rd,
2002. I would now like to turn the conference over to Timothy Kahn , Chief
Financial Officer for Dreyer's Grand Ice Cream Inc. Please go ahead, sir.
TIMOTHY KAHN, CHIEF FINANCIAL OFFICER, DREYER'S GRAND ICE CREAM, INC.:
Thank you. Good morning and welcome to the Dreyer's Grand Ice Cream third
quarter conference call. I'm Tim Kahn, Chief Financial Officer. Joining me
this morning are Bill Collett, our Treasurer and Mark LeHocky, our General
Counsel.
This is obviously a time of busy and exciting transition for our company. As
I'm sure you know, we're moving ahead to complete our strategic transaction
with Nestle, the first stage of which involves us acquiring the Nestle Ice
Cream Company in the United States.
As we indicated in our press release, we expect to file our S-4 Registration
Statement on the Nestle transaction within the next two or three days. This
filing, which is quite thorough, will contain a great deal of information
about the transaction and about the two companies and we urge all
shareholders to read it carefully along with the other documents related to
the deal that we've already filed.
Now once the FTC has approved our filing we'll issue our final Proxy,
preparatory to our shareholder vote. Simultaneously we and Nestle are in the
final stages of response, in the next few weeks, to the Federal Trade
Commission's data request, as we've previously announced. At this point,
with regard to our overall transaction, we feel things are on track. We
expect to close the transaction either late in the fourth quarter this year
or just after the beginning of 2003. We're not yet in a position to give a
more specific estimate as to the exact date.
3
Now I think, as many of you know, and as we referenced in the press release
we're required to use a technique called "reverse acquisition accounting" to
record our acquisition of the Nestle Ice Cream Company. And under this
technique the Nestle Ice Cream Company is deemed to be the acquirer for
accounting purposes, even though we Dreyer's are the surviving company and
the registrant. All of this will be, of course, disclosed in substantial
detail in our filing.
One consequence of reverse acquisition accounting is that most of the
one-time expenditures, relating both to the completion of the deal and going
forward to the integration of the two companies, will be expensed, rather
than assigned to the balance sheet as intangibles, which is normally the case.
As you can see from our press release, both last quarter and the one this
quarter, we anticipate up to $30,000,000 of expenses relating to the
completion of the transaction. In addition, as our filing will indicate,
there are likely to be substantial one-time expenses incurred after the close
to achieve the integration of the two companies. We're not yet in a position
to narrow down the range of those expenses, but you'll see more on them in
the fairness opinion in the filing and we'll disclose more on them as we move
towards the first quarter of next year.
And of course we believe the substantial benefit to our shareholders, both
from the merger and from important put and call features of this transaction,
more than justify these transitional costs. But it's important to note that
these costs, both for 2002 and 2003, are very substantial in relation to our
operating income. So taking this into consideration along with the many
other changes that will occur in the first few months after closing and the
overall structure of the deal -we don't feel it makes any sense to continue
to talk to earnings estimates or give similar guidance for the next two or
three quarters. The transaction expenses will be significant - in fact
greater than any operating issues over those quarters. Once we've completed
the transaction and we're in a position to fully discuss our integration and
operating plans for the merged company - we'll then be able to give you a
picture of our earnings potential.
And I guess since the published estimates for this year weren't actually
updated after our previous disclosure of up to 50 cents or more of
transaction cost, I think it's fair to say we won't be speaking to them
anymore.
All of this transaction, however, is in a great cause. The combined
companies will have a strong, exciting portfolio of brands, great presence
across all channels and a much better cost structure once the synergies are
realized.
Now turning to our third quarter results, as you can see the transaction
costs amounted to just under $6,000,000 year to date. In addition to these
disclosed costs we're incurring other expenditures to get our business
infrastructure ready for the integration - things like capacity expansion on
our information systems and the formation of dedicated teams of people
working on integration planning.
In addition to these expenditures, the third quarter was impacted by another
very important strategic expense. Based on the success of our package size
change for premium ice cream in the Southeast and the Midwest, we made a
decision to accelerate the rollout of this package into the
4
rest of the country. In the third quarter we accrued expenses relating to
this rollout and to incremental marketing programs for the final months of 2002.
The new package was already in stores across most of the country by September.
As we've discussed before, this size change - despite the upfront costs - has
very substantial upsides for 2003. We continue to see no significant
negative feedback from consumers and - importantly - I think we can now say
with confidence that most of our major competitors are going to follow our
lead and change their own packages during the next year.
So despite all of these various, significant strategic expenditures, our net
income for the third quarter rose from 17 cents last year to 27 cents this
year, bringing us a year to date profit of 62 cents verses 24 cents a year
ago.
Our sales increase for the quarter was six percent. Year to date sales
growth is 12 percent. It's fair to say that we were disappointed in the
sales performance of our premium segment in the third quarter. We've seen an
unprecedented level of severe discounting from Unilever in the premium
business in the last few months and that clearly affected our sales this
summer. This level of discounting was a little surprising to us, but these
things happen when competitors, in this case us and the Nestle Ice Cream
Company, are in transition during a transaction and the other guy is trying
to gain share. We are, as I said, disappointed but life is long and we know
that our combined company is going to be a very, very strong competitor after
the merger. Strong not in just package ice cream, but in novelties as well,
so we aren't overreacting to this short-term price discounting.
We are excited about the expansion of our strategic vision through our new
alliance with Nestle and we believe that we're going to put these two
companies together - into a single company with outstanding brands, world
class technology, great people on either side and, as I said, strength across
every aspect of the ice cream business, packaged premium, packaged
superpremium and novelties, with strength in all channels and we look forward
to completing the deal and beginning to build this combined business.
Again, let me point out that our Registration Statement will be filed in the
next few days. It is very detailed and it will answer most conceivable
questions. Because we're in the last few days before filing I'm sure you'll
understand that we have to be relatively limited in the answers we provide to
questions this morning, in advance of that filing and I've said before, we'll
continue to provide updates as to the status of our transaction. We won't
speculate as to potential issues, eventualities or things of that nature.
Finally, I would say our shareholders should be cautioned the transaction
will continue to impact near-term results as transactions do, both directly
and indirectly, and this significantly impacts any forward-looking statements
and introduces more uncertainty to the operating results than might otherwise
be the case. So now that I have the legalese out of the way, let me open the
call to questions.
OPERATOR: Thank you. Ladies and gentlemen if you'd like to register a
question please press the one, followed by the four on your telephone. You
will hear a three-tone prompt acknowledging your request. If your question
has been answered and you'd like to withdraw
5
your registration please press the one, followed by the three. If you are using
a speakerphone, please lift your handset before entering your request. Ladies
and gentlemen, once again, to register for a question please press the one,
followed by the four. Our first question comes from Tom Isenberg from
Schoenfeld Asset Management. Please proceed with your question.
TOM ISENBERG: Yes, hello. Isenberg here at Schoenfeld, first question is
the results seemed a little weak versus analysts' expectations. It looks to
me that even before the charge for the merger, maybe 32 cents and I'm getting
that based on tax rates and such versus 59 cents expected, is this because of
the discounting that you referred to that some of your competitors are doing?
KAHN: I think there are two factors, discounting - that's one factor and
that shows in the premium sales. The second, as I said, is that list of
strategic expenditures I went through. In addition to what's disclosed as
specifically transaction-related expenditures, we have a number of other
categories of expenditures under way, some of them to get our infrastructure
ready and some, as I said, to accelerate the rollout of our new package size.
ISENBERG: I see, alright and it sounds like you can't make comments about
what's going on at the FTC, but any comments there? Is it going according to
expectations? I guess the prior guidance for the close of the transaction
was year-end 2002 and now it looks like it could slip into the first half of
2003. Any further color you can provide?
KAHN: No, I think the FTC process is going according to our expectations and
we and Nestle, as I said, are complying with the data request and that
process is going very smoothly. The estimate is that the transaction might
occur now in the beginning of 2003 and it still might be at the end of 2002.
I would say that the preparation of the S-4 was a complex process simply
because of this reverse acquisition accounting. The Nestle Ice Cream
Company, which is the acquirer for financial purposes, was not previously a
public company and for the filing, as you'll see in the Registration
Statement, we have to disclose retroactively public company statements for
the Nestle Ice Cream Company and those had to be prepared. So the only
reason for the delay, to the extent there even is one, and I don't think it's
significant - has just been the time and the preparation of the S-4.
ISENBERG: I see. I'm going to get into detail on one other thing if you -
if I can beg your patience on it and if you can't comment, you can't comment.
There's been some speculation that Unilever for Ben and Jerry's might seek
out alternative distribution avenues, and that they may have the support of
the FTC in this because of some fear of once you're merged - then you own
Haagen-Dazs - and that they will not get proper treatment or whatever.
Although Unilever, interestingly, denies this publicly, so maybe there is no
issue.
Do you think Unilever for Ben and Jerry's could find alternative DSD
full-service distribution?
6
KAHN: I think there is plenty of distribution in this country. I think we
are very happy with the distribution we provide for Unilever. I hope they
are, too. We think we've done well for them.
As everybody who follows us knows, our business model has always been to
provide distribution for competitors and that many competitors have been
happy with that over the years.
Unilever has every right to stay with us, and we hope they do. They also
have the right to leave at the change of control and we hope they don't. But
they're an independent company, obviously, and they can choose to do so for
their reasons. And if they do, I'm sure they will have many other channels
to choose from. But we hope they stay.
ISENBERG: If they ask for extra safeguards - volume promises, things of that
nature - because of your ownership of Haagen-Dazs now, and maybe you have
different incentives going forward - would - could something like that be
worked out? Would you be willing to provide that?
KAHN: I'm not going to speculate on anything like that. I would say again -
and I think people who've known us for years know that - we have distributed
for and have sometimes joint ventures with every one of our major
competitors, and we keep a very, very good sort of Chinese wall and we
provide very, very good services on that. We're used to using our
distribution capabilities to help our competitors and it works - it works
reasonably well.
ISENBERG: Great. Is it fair to say that's something the FTC is looking at,
though?
KAHN: I wouldn't speculate on that, and I don't have any knowledge of that.
ISENBERG: OK. Great. Thank you very much.
OPERATOR: Ladies and gentlemen, once again, as a reminder, to register for a
question, please press the one, four.
Our next questions comes from Michael Schecter from Mentor Partners. Please
proceed with your question.
MICHAEL SCHECTER MENTOR PARTNERS: Just along the Unilever question again,
there's been some press that people are being let go from Ben and Jerry's in
response to them forming some of their own distribution system. Have you
seen any of that - where Ben and Jerry's is sort of joining with some other
competitors to form their own direct distribution?
UNIDENTIFIED PARTICIPANT: I have only seen the article in the press with
regard to the layoffs. As I think we were quoted in one of those articles,
we're not quite sure what that has to do with us. As I said, we're very
happy to distribute for Unilever and we hope they continue to do so with us.
Ben and Jerry's has been part of our system for a long time.
Whatever actions they take or don't take in Vermont I think are related to
their own business plans, and we really couldn't comment on that.
7
SCHECTER: Have you seen them setting up their own distribution system at
all? There's been some talk and a little bit of press that they are joining
with some competitors to at least distribute the novelties - not in
supermarkets, but to, like, bodegas and places like that.
KAHN: I don't have any knowledge of Unilever's internal plans. Again, I
point out that there is a dense network of ice-cream distributors in this
country. We're one of the largest, but there are many others.
And Unilever has always had a very open model and used many distributors.
We've not been the only one, and they've always used others, as well. So I
think that's all part of their game plan.
SCHECTER: OK. Thank you.
OPERATOR: Our next question comes from the line of John McMillan from
Prudential Securities. Please proceed with your question.
JOHN MCMILLAN - PRUDENTIAL SECURITIES: OK.
KAHN: Good morning.
MCMILLAN: How are you?
KAHN: Fine, thank you.
MCMILLAN: Was that correct - that operational number that you add 32 cents
back to kind of get an operating number? Did you agree with that?
KAHN: Yes, I think explicitly - I have to be careful these days in what I
characterize as operating and non-operating - but I think ...
MCMILLAN: Yes.
KAHN: ... explicitly one can take the transaction costs and add them back, and
then you would get a quote/unquote operational number.
I think what I'm trying to indicate, though, is that there are expenditures
within that operational number that clearly relate to strategic moves we're
making both on account of the transaction and for other reasons.
MCMILLAN: So - again, you probably don't look at it this way because, you
know, the old Dreyer's is no more - but if the old Dreyer's were reporting
earnings, do have any idea what they'd be?
KAHN: You know, I don't even look at it that way, to tell you the truth.
The transaction changes us so much ...
8
MCMILLAN: Yes.
KAHN: ... that if I were talking to the old Dreyer's, I guess I would say, you
know, I feel the business is pretty much on track, with the exception of a
bad couple of weeks over the summer on the premium business. But I really
don't have an earnings number that's associated with that.
MCMILLAN: Fine. And the company has had some well-publicized sales goals
and earnings goals. Would you imagine some of these to be updated with the
S-4 or down the road?
KAHN: Yes, I think the S-4 will disclose a range of numbers - as you'll see
in the fairness opinion that's associated with it.
I think that when we get into next year, and as we get particularly past the
first quarter or two of next year, and we have a capability to talk to people
about what this combined business looks like - and I think we'll be pretty
positive about that - we're going to be in a better position to talk about
strategic goals.
MCMILLAN: Right
KAHN: But clearly, as you know, we had our own. We now have the synergies
from the combined company, plus the growth plans that will evolve for both
Haagen-Dazs and the Nestle novelty business, both of which are strong players
in - not just in grocery, but in non-grocery, as well.
We're going to need to put that all together, and then, I think, talk about
our new plans.
MCMILLAN:OK. Thanks a lot.
OPERATOR: Ladies and gentlemen, if you'd like to register a question, please
press the one, four. Our next question comes from the line of Robert Hordon
from Arnhold & Bleichroeder. Please proceed with your question.
JOHN SPITZER, ARNOLD & BLEICHRODER: Hi. This is actually John Spitzer. I
just wanted to get some clarification on the package size change. Is that
specific to super-premium, or does it cover super-premium and premium? And
if it covers both, is it starting with one versus the other?
KAHN: The package size change is only with regard to the premium business,
and doesn't affect our super-premium business at all. And it affects most,
but not all, of the brands within our premium sector.
SPITZER: OK. Thank you.
OPERATOR: There are no further questions at this time, Mr. Kahn. I'll now
turn the conference back to you.
9
KAHN: OK. If there's no further questions, we thank you for your time this
morning. We look forward to continue to keep you updated on our business and
on the transaction, and we encourage you to read the filing when it occurs in
the next few days. Thanks very much.
OPERATOR: Ladies and gentlemen, that does conclude the conference call for
today. We thank you for your participation, and ask that you please
disconnect your line.
END
* * *
MESSAGE TO EMPLOYEES (excerpts from transcript):
Dreyer's Grand Ice Cream, Inc.
Message to Employees
From T. Gary Rogers
. . . Now the other subject that I'm sure everyone is eager to hear about is
the status of our alliance with Nestle. As I described in our last message,
our deal with Nestle is fully agreed to and fully documented, but not
consummated, or "closed" as the financial people call it. There are two
things that are necessary before the deal can close. First, it has to be
approved by a vote of our shareholders and, secondly, the Federal Trade
Commission has to approve the deal.
You would think that completing a shareholder vote on this deal would
be very easy, but it's actually not. Before holding the shareholder vote, the
SEC, Securities Exchange Commission, requires us to send our shareholders an
explanatory document called an S-4. The S-4 has to be written in a
prescribed format and it has to be approved by the SEC before we can mail it
to our shareholders. Believe it or not, the current draft of the S-4
document is nearly two hundred pages long. One of the many requirements is
historical financials and another is the presentation of pro forma financials
assuming that Dreyer's and the Nestle Ice Cream Company had merged three
years ago. Of course all of these financial statements have to be audited by
outside accounting firms. But because the Nestle Ice Cream Company is small
compared to Nestle itself, and because it had only recently been acquired by
Nestle, there were no audited financials for this business. So only last
week did we finally get the audited financials that we need to complete the
S-4. The document will be sent to the SEC for review and comment sometime
this week and given the normal time this process takes, we think we should be
able to complete our shareholder vote right around year end.
The other requirement we have to meet before we can close is an
approval by the Federal Trade Commission. The Federal Trade Commission is
concerned with any potential anti-competitive effects of a merger like this.
They have sent us a document request that, between Nestle and ourselves, will
require over five thousand large boxes of documents. Five thousand boxes for
us to comply. Once we fully comply with the document request, which we
expect to do by the end of this month, the FTC has thirty days to make its
decision. Because the ice cream business is so competitive and because our
acquisition of the Nestle Ice Cream Company basically puts us on par with
Unilever, we don't expect any major problems from the FTC.
10
However, this process is about on the same timeline as the shareholder vote
process, or right around year-end. So we hope to close the deal no later than
early January of next year...
* * *
This filing contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties, some of
which are contained in filings made by Dreyer's Grand Ice Cream, Inc.
("Dreyer's") with the Securities and Exchange Commission ("SEC"), that could
cause actual results to differ materially from those described in the
forward-looking statements.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION
REFERENCED IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement/prospectus (when it becomes
available) and other documents filed by Dreyer's with the SEC at the SEC's
web site at www.sec.gov. The proxy statement/prospectus and these other
documents may also be obtained free of charge from Dreyer's by directing a
request to 5929 College Avenue, Oakland, California 94618, Attn: Investor
Relations.
Dreyer's and its officers and directors may be deemed to be participants in
the solicitation of proxies from Dreyer's shareholders with respect to these
transactions. Information regarding such officers and directors is included
in Dreyer's proxy statement for its 2002 annual meeting of shareholders filed
with the SEC on April 8, 2002. This document is available free of charge at
the SEC's web site at www.sec.gov or from New December as described above.
11
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