-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MPdzPYsgkcncR9GCt+uCExeY9ktmjGk7g+gR9L21B8zQTMyUo6kaMgo89WAggJQ0 TVXXWQ9FgYjaKv2ohh1F+Q== 0000950134-04-002142.txt : 20040217 0000950134-04-002142.hdr.sgml : 20040216 20040217160812 ACCESSION NUMBER: 0000950134-04-002142 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 GROUP MEMBERS: ASGARD INVESTMENT CORP GROUP MEMBERS: CLINT D CARLSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DREYERS GRAND ICE CREAM HOLDINGS INC CENTRAL INDEX KEY: 0001189712 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 020623497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79098 FILM NUMBER: 04608756 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE. CITY: OAKLAND STATE: CA ZIP: 94618 MAIL ADDRESS: STREET 1: 5929 COLLEGE AVE. CITY: OAKLAND STATE: CA ZIP: 94618 FORMER COMPANY: FORMER CONFORMED NAME: NEW DECEMBER INC DATE OF NAME CHANGE: 20020916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d12699esc13g.htm SCHEDULE 13G sc13g
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

DREYER'S GRAND ICE CREAM HOLDINGS, INC.


(Name of Issuer)

Class A Callable Puttable Common Stock, par value & .01 per share


(Title of Class of Securities)

261877504


(Cusip Number)

December 31, 2003


(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        x Rule 13d-1 (b)

        o Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required on the remainder of this cover page 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).

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13G
CUSIP No. 261877504

  1. Name of Reporting Person:
Carlson Capital, L.P.
I.R.S. Identification Nos. of above persons (entities only):
75-273-3266

  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,016,402

6. Shared Voting Power:
0

7. Sole Dispositive Power:
2,016,402

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,016,402

  10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o

  11.Percent of Class Represented by Amount in Row (9):
7.0%

  12.Type of Reporting Person:*
IA, PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

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13G
CUSIP No. 261877504

  1. Name of Reporting Person:
Asgard Investment Corp.
I.R.S. Identification Nos. of above persons (entities only):
75-2494315

  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,016,402

6. Shared Voting Power:
0

7. Sole Dispositive Power:
2,016,402

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,016,402

  10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o

  11.Percent of Class Represented by Amount in Row (9):
7.0%

  12.Type of Reporting Person:*
CO

* SEE INSTRUCTIONS BEFORE FILLING OUT

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13G
CUSIP No. 261877504

  1. Name of Reporting Person:
Clint D. Carlson
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
U.S. Citizen

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,031,402

6. Shared Voting Power:
0

7. Sole Dispositive Power:
2,031,402

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,031,402

  10.Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o

  11.Percent of Class Represented by Amount in Row (9):
7.0%

  12.Type of Reporting Person:*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

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Item 1(a) Name of Issuer.
Item 1(b) Address of Issuer’s Principal Executive Offices.
Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
Item 2(c) Citizenship or Place of Organization.
Item 2(d) Title of Class of Securities.
Item 2(e) CUSIP Number.
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
Item 4 Ownership.
Item 5 Ownership of Five Percent or Less of a Class.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Item 8 Identification and Classification of Members of the Group.
Item 9 Notice of Dissolution of Group.
Item 10 Certification.
SIGNATURE
Joint Filing Agreement


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SCHEDULE 13G

Item 1(a) Name of Issuer.

      Dreyer’s Grand Ice Cream Holdings, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices.

    5929 College Avenue
 
      Oakland, California 94618

Item 2(a) Name of Person Filing.

      This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each a “Reporting Person”):

  (i)   Carlson Capital, L.P.;
 
  (ii)   Asgard Investment Corp.; and
 
  (iii)   Clint D. Carlson (“Mr. Carlson”)

      The Schedule 13G relates to Shares (as defined herein) of common stock of the Issuer held for the accounts of Carlson Capital, L.P.’s clients and held by Mr. Carlson for his own account.

Item 2(b) Address of Principal Business Office, or, if none, Residence.

    2100 McKinney Avenue, Suite 1600
 
      Dallas, Texas 75201

Item 2(c) Citizenship or Place of Organization.

  (i)   Carlson Capital, L.P. is a Delaware limited partnership.
 
  (ii)   Asgard Investment Corp. is a Delaware corporation.
 
  (iii)   Mr. Carlson is a United States citizen.

Item 2(d) Title of Class of Securities.

      Common Stock, par value $.01 per share (the “Shares”).

Item 2(e) CUSIP Number.

      261877504

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Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

  (a)   o           Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b)   o           Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c)   o           Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d)   o           Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e)   x           An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f)   o           An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g)   o           A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
  (h)   o           A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i)   o           A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
  (j)   o           Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4 Ownership.

      Ownership as of December 31, 2003 is incorporated by reference to items (5) — (9) and (11) of the cover page of the Reporting Person.

Item 5 Ownership of Five Percent or Less of a Class.

      Not Applicable.

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

      Carlson Capital, L.P. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, has beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts. Asgard Investment Corp. is the General Partner of Carlson Capital, L.P. Mr. Carlson is the President of Asgard Investment Corp.

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

      Not Applicable.

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Item 8 Identification and Classification of Members of the Group.

      Not Applicable.

Item 9 Notice of Dissolution of Group.

      Not Applicable.

Item 10 Certification.

      By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge, and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits Exhibit 1

      Joint Filing Agreement dated February 13, 2004 between Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson.

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SIGNATURE

     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.

             
Date: February 13, 2004
           
 
           
    CARLSON CAPITAL, L.P.
 
           
    By:   Asgard Investment Corp., its general partner
 
           
      By:   /s/ Clint D. Carlson
         
 
      Name:   Clint D. Carlson
      Title:   President
 
           
    ASGARD INVESTMENT CORP.
 
           
    By:   /s/ Clint D. Carlson
       
 
    Name:   Clint D. Carlson
    Title:   President
 
           
    /s/ Clint D. Carlson
   
 
    Clint D. Carlson

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EX-99.1 3 d12699eexv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $.01 per share, of Dreyer’s Grand Ice Cream Holdings, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2004.

             
    CARLSON CAPITAL, L.P.
 
           
    By:   Asgard Investment Corp., its general partner
 
           
      By:   /s/ Clint D. Carlson
         
 
      Name:   Clint D. Carlson
      Title:   President
 
           
    ASGARD INVESTMENT CORP.
 
           
    By:   /s/ Clint D. Carlson
       
 
    Name:   Clint D. Carlson
    Title:   President
 
           
    /s/ Clint D. Carlson
   
 
    Clint D. Carlson

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