<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

  X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----                    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1995

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-----                      SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-14190

                         DREYER'S GRAND ICE CREAM, INC.

             (Exact name of registrant as specified in its charter)

Delaware                                                     No. 94-2967523
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                 5929 College Avenue, Oakland, California 94618
               (Address of principal executive offices) (Zip Code)

                                 (510) 652-8187
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                   Yes   X       No
                       -----        -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

<TABLE>
<CAPTION>
                                                           Shares Outstanding
                                                           November 10, 1995
                                                           -----------------
<S>                                                        <C>
              Common stock, $1.00 par value                   12,900,460
</TABLE>


<PAGE>   2

                         DREYER'S GRAND ICE CREAM, INC.



PART I:  FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS


                         DREYER'S GRAND ICE CREAM, INC.

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                             September 30,              December 31,
      ($ in thousands, except per share amounts)                                  1995                      1994
                                                                            --------------              ------------
<S>                                                                         <C>                         <C>
                                                                             (unaudited)
      Assets
      Current Assets:
            Cash and cash equivalents                                           $  2,458                  $  6,334
            Trade accounts receivable, net of
                allowance for doubtful accounts of
                $654 in 1995 and $635 in 1994                                     87,289                    47,519
            Other accounts receivable                                             12,790                     6,243
            Inventories                                                           36,980                    29,081
            Prepaid expenses and other                                             4,347                     9,657
                                                                              ----------                ----------
            Total current assets                                                 143,864                    98,834

      Property, plant and equipment, net                                         178,118                   160,322
      Goodwill and distribution rights, net                                       87,552                    87,825
      Other assets, net                                                           12,635                    15,045
                                                                              ----------                ----------

      Total assets                                                              $422,169                  $362,026
                                                                                ========                  ========
</TABLE>


      See accompanying Notes to Consolidated Financial Statements

                                       2
<PAGE>   3

                         DREYER'S GRAND ICE CREAM, INC.

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                            September 30,               December 31,
      ($ in thousands, except per share amounts)                                1995                        1994
                                                                            ------------                ------------
                                                                             (unaudited)
<S>                                                                          <C>                         <C>         
      Liabilities and Stockholders' Equity
      Current Liabilities:
           Accounts payable and accrued liabilities                           $ 37,795                    $ 30,130
           Accrued payroll and employee benefits                                14,396                      15,801
           Current portion of long-term debt                                     3,600                       4,500
                                                                              --------                    --------

           Total current liabilities                                            55,791                      50,431

      Long-term debt, less current portion                                     137,300                      46,100
      Convertible subordinated debentures                                                                  100,752
      Deferred income taxes                                                     30,214                      28,822
                                                                              --------                    --------

      Total liabilities                                                        223,305                     226,105
                                                                              --------                    --------

      Redeemable convertible Series B preferred stock, 
           $1 par value - 1,008,000 shares authorized;    
           1,008,000 shares and no shares issued and    
           outstanding in 1995 and 1994, respectively                           98,214
                                                                              --------                    --------
      Commitments and contingencies

      Stockholders' Equity:
           Preferred stock, $1 par value -
                8,992,000 shares authorized; no shares
                issued or outstanding in 1995 and 1994
           Common stock, $1 par value -
                30,000,000 shares authorized; 12,900,000
                shares and 14,064,000 shares issued and
                outstanding in 1995 and 1994, respectively                      12,900                      14,064
           Capital in excess of par                                             38,635                      75,257
           Retained earnings                                                    49,115                      46,600
                                                                              --------                    --------

      Total stockholders' equity                                               100,650                     135,921
                                                                              --------                    --------

      Total liabilities and stockholders' equity                              $422,169                    $362,026
                                                                              ========                    ========
</TABLE>


      See accompanying Notes to Consolidated Financial Statements


                                       3
<PAGE>   4


                         DREYER'S GRAND ICE CREAM, INC.

                        CONSOLIDATED STATEMENT OF INCOME
                                   (unaudited)

<TABLE>
<CAPTION>
                                                 Thirteen Weeks Ended              Thirty-Nine Weeks Ended
                                            -------------------------------     -------------------------------
($ in thousands, except per share amounts)  Sept. 30, 1995   Sept. 24, 1994     Sept. 30, 1995   Sept. 24, 1994
                                            --------------   --------------     --------------   --------------
<S>                                         <C>              <C>                <C>              <C>
Revenues:
   Net sales                                  $ 205,226         $ 168,704         $ 534,564         $ 428,432
   Other income                                     789               838             1,702             1,520
                                              ---------         ----------        ---------         ---------
                                                206,015           169,542           536,266           429,952

Costs and expenses:
   Cost of goods sold                           154,773           123,646           412,042           322,057
   Selling, general and administrative           45,914            39,881           107,091            97,007
   Interest, net of interest capitalized          2,768             2,322             8,006             6,955
                                              ---------         ----------        ---------         ---------
                                                203,455           165,849           527,139           426,019
                                              ---------         ----------        ---------         ---------

Income before income taxes                        2,560             3,693             9,127             3,933

Income taxes                                     (1,006)           (1,433)           (3,587)           (1,526)
                                              ---------         ----------        ---------         ---------
Net income                                        1,554             2,260             5,540             2,407

Preferred stock dividends                          (661)                               (661)
                                              ---------         ----------        ---------         ---------
Net income applicable to
   common stock                               $     893         $   2,260         $   4,879         $   2,407
                                              =========         ==========        =========         =========
Net income per common share                   $     .07         $     .15         $     .36         $     .16
                                              =========         ==========        =========         =========
Dividends per common share                    $     .06         $     .06         $     .18         $     .18
                                              =========         ==========        =========         =========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                       4
<PAGE>   5


                         DREYER'S GRAND ICE CREAM, INC.

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)
<TABLE>
<CAPTION>
                                                   Common Stock          
                                               --------------------      Capital in        Retained
(In thousands)                                  Shares       Amount     Excess of Par      Earnings    Total
                                               -------      -------     -------------      --------   --------
<S>                                            <C>          <C>         <C>                <C>        <C>
Balance at December 25, 1993                    14,671      $14,671          $ 59,145       $49,218   $123,034
     Net income                                                                               2,407      2,407
     Common stock dividends declared                                                         (2,758)    (2,758)
     Common stock and warrants issued
        to an affiliate of Nestle USA, Inc.      3,000        3,000            99,496                  102,496
     Repurchases and retirements
        of common stock                         (2,931)      (2,931)          (65,574)                 (68,505)
     Employee stock plans                          146          146             1,949                    2,095
                                                ------      -------          --------       -------   --------

Balance at September 24, 1994                   14,886      $14,886          $ 95,016       $48,867   $158,769
                                                ======      =======         =========       =======   ========


Balance at December 31, 1994                    14,064      $14,064          $ 75,257       $46,600   $135,921
     Net income                                                                               5,540      5,540
     Common stock dividends declared                                                         (2,364)    (2,364)
     Preferred stock dividends declared                                                        (661)      (661)
     Repurchases and retirements
        of common stock                         (1,319)      (1,319)          (39,201)                 (40,520)
     Employee stock plans                          155          155             2,579                    2,734
                                                ------      -------          --------       -------   --------

Balance at September 30, 1995                   12,900      $12,900          $ 38,635       $49,115   $100,650
                                                ======      =======          ========       =======   ========
</TABLE>


See accompanying Notes to Consolidated Financial Statements


                                       5
<PAGE>   6


                         DREYER'S GRAND ICE CREAM, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                       Thirty-Nine Weeks Ended
                                                                                       -----------------------
      ($ in thousands)                                                             Sept. 30, 1995   Sept. 24, 1994
                                                                                   --------------   --------------
<S>                                                                                <C>              <C>
      Cash flows from operating activities:
           Net income                                                               $  5,540              $  2,407

           Adjustments to reconcile net income to cash provided from operations:
                Depreciation and amortization                                         14,950                13,168
                Deferred income taxes                                                  1,392                 1,288
                Changes in assets and liabilities, net of amounts acquired:
                      Trade accounts receivable                                      (39,770)              (23,043)
                      Other accounts receivable                                       (6,547)               (1,910)
                      Inventories                                                     (7,899)               (7,495)
                      Prepaid expenses and other                                       5,310                 2,581
                      Accounts payable and accrued liabilities                         7,753                20,608
                      Accrued payroll and employee benefits                           (1,405)                3,749
                                                                                    --------              --------
                                                                                     (20,676)               11,353
                                                                                    --------              --------
      Cash flows from investing activities:
           Acquisition of property, plant and equipment                              (29,941)              (23,872)
           Retirement of property, plant and equipment                                   395                   688
           Increase in goodwill and distribution rights                               (1,959)              (15,540)
           Increase in other assets                                                   (1,096)               (2,252)
                                                                                    --------              --------
                                                                                     (32,601)              (40,976)
                                                                                    --------              --------
      Cash flows from financing activities:
           Decrease in short-term bank borrowings                                                          (23,400)
           Increase in short-term bank borrowings                                                           23,400
           Proceeds from long-term debt                                               94,800
           Reductions in long-term debt                                               (4,500)               (1,610)
           Issuance of common stock under employee stock plans                         2,734                 2,095
           Net proceeds from issuance of common stock and warrants
                to an affiliate of Nestle USA, Inc.                                                        102,496
           Repurchases and retirements of common stock                               (40,520)              (68,505)
           Cash dividends paid                                                        (3,113)               (2,741)
                                                                                    --------              --------
                                                                                      49,401                31,735
                                                                                    --------              --------

      (Decrease) increase in cash and cash equivalents                                (3,876)                2,112

      Cash and cash equivalents, beginning of period                                   6,334                 2,532
                                                                                    --------              --------

      Cash and cash equivalents, end of period                                      $  2,458              $  4,644
                                                                                    ========              ========

      Supplemental Cash Flow Information - cash paid during the period for:
           Interest (net of amounts capitalized)                                    $  8,549              $  7,539
           Income taxes (net of refunds)                                               2,137                   237
</TABLE>


      See accompanying Notes to Consolidated Financial Statements

                                       6
<PAGE>   7

                         DREYER'S GRAND ICE CREAM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - General:

    Dreyer's Grand Ice Cream, Inc. and its subsidiaries (the Company) is a
single segment industry company engaged in the business of manufacturing and
distributing premium ice cream and other frozen dairy products.

The consolidated financial statements for the thirteen and thirty-nine week
periods ended September 30, 1995 and September 24, 1994, have not been audited
by independent public accountants, but include all adjustments, such as normal
recurring accruals, which management considers necessary for a fair presentation
of the consolidated operating results for the periods. The statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, certain information and footnote
disclosure normally included in financial statements prepared in conformity with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. The operating results for interim periods are not
necessarily indicative of results to be expected for an entire year. The
aforementioned statements should be read in conjunction with the consolidated
financial statements for the year ended December 31, 1994, appearing in the
Company's 1994 Annual Report to Stockholders.

NOTE 2 - Financial Statement Presentation:

    Certain reclassifications have been made to the prior period financial
statements in order to conform to the current presentation.

NOTE 3 - Inventories:

    Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market. Inventories at September 30, 1995 and December 31,
1994 consisted of the following (in thousands):

<TABLE>                                                             
<CAPTION>
                                   September 30,              December 31,
                                       1995                       1994
                                   ------------               ------------
<S>                                 <C>                       <C>
     Raw materials                   $ 4,302                     $ 3,153
     Finished goods                   32,678                      25,928
                                     -------                     -------

                                     $36,980                     $29,081
                                     =======                     =======
</TABLE>


                                       7
<PAGE>   8


NOTE 4 - Net Income Per Common Share:

    Net income per common share is computed using the weighted average number of
shares of common stock outstanding during the period which were 12,873,000 and
13,410,000 shares for the thirteen weeks and thirty-nine weeks ended September
30, 1995 and 15,444,000 and 14,840,000 shares for the thirteen weeks and
thirty-nine weeks ended September 24, 1994. The potentially dilutive effect of
the redeemable convertible preferred stock and common stock equivalents was
anti-dilutive for the thirteen and thirty-nine week periods ended September
30, 1995. The potentially dilutive effect of the convertible subordinated
debentures and common stock equivalents was anti-dilutive for the thirteen
and thirty-nine week periods ended September 24, 1994. Accordingly, fully 
diluted net income per common share is not presented.

NOTE 5 - Common Stock:

    The Company's common stock repurchase program commenced in May 1994 was
completed during the second quarter of 1995. Under this program the Company
repurchased 5,000,000 shares of its common stock at an average cost of $25.60
per share. During the first two quarters of 1995, the Company repurchased and
retired 1,291,000 shares of its common stock at prices ranging from $28.63 to
$34.25 per share. In addition, during the first three quarters of 1995 the
Company repurchased and retired 28,000 shares of its common stock at prices
ranging from $24.50 to $38.50 per share from employees who previously acquired
shares under employee stock plans.

NOTE 6 - Redeemable Convertible Preferred Stock:

     On August 8, 1995, the Company converted $100,752,000 of 6.25% convertible
subordinated debentures into 1,008,000 shares of redeemable convertible Series B
Preferred Stock, due June 30, 2001. On the conversion date, $2,538,000 of
unamortized debenture issuance costs were charged against the book value of the
debentures to arrive at the carrying value of $98,214,000 for this preferred
stock. The Series B Preferred Stock is convertible, under certain conditions,
into a total of 1,008,000 shares of redeemable convertible Series A Preferred
Stock, due June 30, 2001. Additionally, both the Series A and Series B Preferred
Stock are convertible, under certain conditions, at an initial conversion price
of $34.74 into a total of 2,900,000 shares of common stock and can be called for
early redemption after December 15, 1997, subject to certain limitations.

                                       8
<PAGE>   9

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS


   The following table sets forth for the periods indicated the percent which
the items in the Consolidated Statement of Income bear to net sales and the
percentage change of such items compared to the indicated prior period:

<TABLE>
<CAPTION>
                                                                                                                            
                                                            Percentage of Net Sales                     Period-to-Period    
                                                            -----------------------                    Increase (Decrease)  
                                                                                                      --------------------- 
                                                                                                      Thirteen  Thirty-Nine 
                                                  Thirteen Weeks Ended    Thirty-Nine Weeks Ended       Weeks        Weeks  
                                                  --------------------    -----------------------       1995         1995   
                                                  Sept. 30,  Sept. 24,      Sept. 30, Sept. 24,       Compared     Compared
                                                    1995         1994         1995        1994        to  1994     to  1994
                                                  --------------------    -----------------------     ---------------------
<S>                                               <C>           <C>          <C>          <C>          <C>          <C>        
 Revenues
      Net sales                                    100.0%       100.0%       100.0%       100.0%        21.7%        24.8%
      Other income                                   0.4          0.5          0.3          0.3         (5.8)        12.0
                                                   -----        -----        -----        -----        

                                                   100.4        100.5        100.3        100.3         21.5         24.7
                                                   -----        -----        -----        -----        
 Costs and expenses:
      Cost of goods sold                            75.4         73.3         77.1         75.2         25.2         27.9
      Selling, general and administrative           22.4         23.6         20.0         22.6         15.1         10.4
      Interest, net of interest capitalized          1.3          1.4          1.5          1.6         19.2         15.1
                                                   -----        -----        -----        -----        

                                                    99.1         98.3         98.6         99.4         22.7         23.7
                                                   -----        -----        -----        -----        

 Income before income taxes                          1.3          2.2          1.7          0.9        (30.7)       132.1
                                                   -----        -----        -----        -----        

 Income taxes                                       (0.5)        (0.9)        (0.7)        (0.3)       (29.8)       135.1
                                                   -----        -----        -----        -----        

 Net income                                          0.8          1.3          1.0          0.6        (31.2)       130.2

 Preferred stock dividends                          (0.4)         0.0         (0.1)         0.0          --           --
                                                   -----        -----        -----        -----        

 Net income applicable to common stock               0.4          1.3          0.9          0.6        (60.5)       102.7
                                                   =====        =====        =====        =====        
</TABLE>



                                       9
<PAGE>   10



RESULTS OF OPERATIONS


Thirteen Weeks ended September 30, 1995 Compared with Thirteen Weeks ended
September 24, 1994

    The Company embarked on a five year plan during the second quarter of 1994
to accelerate the sales of its Company brands by greatly increasing its consumer
marketing efforts and expanding its distribution system into additional markets
(the Strategic Plan). Under the Strategic Plan, the Company increased the amount
of its spending for advertising and consumer promotion from $11,486,000 in 1993
to $40,287,000 in 1994, and plans to spend approximately $50,000,000 annually on
these marketing activities from 1995 through 1998. During 1994 and 1995, the
Company introduced its product line and expanded its direct store delivery
capability into 34 new markets. In addition, the Company continued the rapid
expansion of the infrastructure necessary to support the new Grand Soft product
line. The Company anticipates that the Strategic Plan will continue to
materially reduce earnings during 1995 and some portion of 1996 below levels
that would have been attained under the former business plan. Specifically, the
Company expects a loss in the fourth quarter and near break-even results for
the year. The potential benefits of the new strategy are increased market share
and future earnings above those levels that would be attained in the absence of
the strategy. The Company believes that these benefits are not likely to impact
its results until 1996 at the earliest, and no assurance can be given that the
anticipated benefits of the strategy will be achieved. The success of the
strategy will depend upon, among other things, consumer responsiveness to the
increased marketing expenditures, competitors' activities and general economic
conditions.

Consolidated net sales for the third quarter of 1995 increased 22% to
$205,226,000 compared with $168,704,000 for the same period last year. Sales of
the Company's brands increased 22%. The increase related primarily to higher
unit sales of the Company's established brands in all markets led by increases
in the sales of Dreyer's and Edy's Fat Free Ice Cream and Dreyer's and Edy's
Grand Ice Cream. Sales of products purchased from other manufacturers (partner
brands) increased 19%, led by increases in the sales of frozen novelty and ice
cream products from Nestle Ice Cream Company. Sales of partner brands
represented 34% of consolidated net sales as compared with 35% in the third
quarter of 1994. The effect of price increases for the Company's brands and
partner brands was not significant.

Cost of goods sold increased $31,127,000, or 25%, over the third quarter of
1994, while the overall gross margin decreased from 26.7% in the third quarter
of 1994 to 24.6% in the third quarter of 1995. The decrease in gross margin was
largely due to higher distribution expenses related to accelerated new market
expansion.

Selling, general and administrative expenses in the third quarter of 1995 were
$6,033,000, or 15%, higher than in the same period of 1994. This increase
related primarily to an increase in overall advertising and consumer promotion
expenses of $6,864,000 compared to the same quarter in the prior year.

Interest expense increased $446,000, or 19%, over the third quarter of 1994 
primarily due to increased borrowings under the Company's line of credit.

Income taxes decreased $427,000, reflecting a lower pre-tax income, while the
effective tax rate increased from 38.8% for the third quarter of 1994 to 39.3%
for the third quarter of 1995.


                                       10
<PAGE>   11


Thirty-Nine Weeks ended September 30, 1995 Compared with Thirty-Nine Weeks ended
September 24, 1994

    Consolidated net sales for the thirty-nine weeks ended September 30, 1995
increased 25% to $534,564,000 compared with $428,432,000 for the same period
last year. Sales of the Company's brands increased 23%. The increase related
primarily to higher unit sales of the Company's established brands in all
markets due to substantially higher advertising and consumer promotion spending
under the Company's Strategic Plan. The products that led this increase were
Dreyer's and Edy's Fat Free Ice Cream and Dreyer's and Edy's Grand Ice Cream.
Sales of partner brands increased 26%, led by an increase in sales of frozen
novelty and ice cream products from Nestle Ice Cream Company. Sales of partner
brands represented 35% of consolidated net sales for both 1995 and 1994. The
effect of price increases for the Company's brands and partner brands was not
significant.

Cost of goods sold increased $89,985,000, or 28%, as compared with 1994, while
the overall gross margin decreased from 24.8% in 1994 to 22.9% in 1995. The
decrease in gross margin was largely due to higher distribution expenses related
to accelerated new market expansion.

Selling, general and administrative expenses in the first three quarters of 1995
increased $10,084,000 or 10% as compared to the same period in 1994. This
increase related primarily to an increase in overall advertising and consumer
promotion marketing expenses of $10,838,000.

Interest expense in the first three quarters of 1995 was $1,051,000, or 15%,
higher than in the same period in the prior year primarily due to increased
borrowings under the Company's long term line of credit.

Income taxes increased $2,061,000 reflecting a higher pre-tax income, while the
effective tax rate increased from 38.8% for the first three quarters of 1994 to
39.3% for the first three quarters of 1995.


                                       11
<PAGE>   12



LIQUIDITY AND CAPITAL RESOURCES

   Working capital at September 30, 1995 increased $39,670,000 from year end
1994 primarily due to the seasonal increase in trade accounts receivable, other
accounts receivable and inventories partially offset by an increase in accounts
payable and accrued liabilities and a decrease in prepaid expenses and other.
Cash was provided primarily from the $94,800,000 proceeds from long-term debt.
This source was used to fund the $40,520,000 repurchases and retirements of 
common stock and the $29,941,000 increase in property, plant and equipment.

At September 30, 1995, the Company had $2,458,000 in cash and cash equivalents,
and an unused credit line of $10,000,000. The Company is currently amending its
credit line to increase the amount available for borrowing and extend the term
in order to meet anticipated operating and capital requirements. The Company
believes that its credit line, along with its liquid resources, internally
generated cash and financing capacity are adequate to meet anticipated operating
and capital requirements.


                                       12
<PAGE>   13


PART II:  OTHER INFORMATION

ITEM     6.   EXHIBITS AND REPORTS ON FORM 8-K

         a.  No reports on Form 8-K were filed by the Company during the 
             quarter ended September 30, 1995.

         b.  Exhibits

Exhibit No.                         Description
-----------                         -----------

10.1     Third Amendment to Securities Purchase Agreement dated October 30, 1995
         and effective as of September 30, 1995 by and among the Company,
         Trustees of General Electric Pension Trust, GE Investment Private
         Placement Partners I, Limited Partnership and General Electric Capital
         Corporation, amending the Securities Purchase Agreement dated June 24,
         1993 between the Company, Trustees of General Electric Pension Trust,
         GE Investment Private Placement Partners I, Limited Partnership and
         General Electric Capital Corporation.

11       Computation of Net Income Per Common Share.

27       Financial Data Schedule.


                                       13
<PAGE>   14


                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               DREYER'S GRAND ICE CREAM, INC.





Dated:  November 14, 1995      By:  /s/ Paul R. Woodland
                                    ----------------------
                                    Paul R. Woodland
                                    Vice President - Finance and Administration
                                    and Chief Financial Officer



                                      14
<PAGE>   15

EXHIBIT INDEX 

Exhibit No.                                 Description 


10.1                       Third Amendment to Securities Purchase Agreement 
                           dated October 30, 1995 and effective as of 
                           September 30, 1995 by and among the Company, 
                           Trustees of General Electric Pension Trust, GE 
                           Investment Private Placement Partners I, Limited
                           Partnership and  General Electric Capital
                           Corporation, amending the  Securities Purchase
                           Agreement dated June 24, 1993  between the Company,
                           Trustees of General Electric  Pension Trust, GE
                           Investment Private Placement  Partners I, Limited
                           Partnership and General Electric Capital     
                           Corporation. 

11                         Computation of Net Income Per Common Share. 

27                         Financial Data Schedule.