SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section
240.14A-11(c) or Section 240.142-12
GENERAL MILLS, INC.
- - --------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
IVY S. BERNHARDSON
- - --------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange
Act Rules 14a-6(i)(4) and 0-11
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applies:------------------------------------------------
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applies:------------------------------------------------
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computed pursuant to Exchange Act Rule 0-11:*
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and state how it was determined.
/X/ Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and identify
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previously. Identify the previous filing by registration
statement number, or the form or Schedule and the date of
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1) Amount previously paid: $125
2) Form, Schedule or Registration Statement No.:
Preliminary Proxy Statement
3) Filing Party: General Mills, Inc.
<PAGE>
General Mills, Inc.
P.O. Box 1113
Minneapolis, MN 55440
August 19, 1994
To Our Stockholders:
You are cordially invited to attend the 1994 Annual Meeting
of Stockholders which will be held in the auditorium of the
Children's Theatre Company, 2400 Third Avenue South,
Minneapolis, Minnesota, on Monday, September 19, 1994, at
11:00 a.m. Central Daylight Savings Time. All holders of the
Company's outstanding common stock as of July 22, 1994 are
entitled to vote at the Annual Meeting.
Time will be set aside for discussion of each item of
business described in the accompanying Notice of Annual
Meeting and Proxy Statement. A current report on the business
operations of the Company will be presented at the meeting and
stockholders will have an opportunity to ask questions. We
plan to adjourn the meeting at approximately 12:15 p.m., but
members of senior management will remain to answer any
additional questions you may have. Also, a report of the
Annual Meeting will be mailed to all stockholders.
We hope you will be able to attend the Annual Meeting. If
you need special assistance at the meeting because of a
disability, please contact the Secretary of the Company at the
address above. Whether or not you expect to attend, you are
urged to complete, sign, date and return the proxy card in the
enclosed envelope in order to make certain that your shares
will be represented at the Annual Meeting.
Sincerely,
H. B. Atwater, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE>
GENERAL MILLS, INC.
______________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS -- SEPTEMBER 19, 1994
______________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of General Mills, Inc. will be held on Monday, September 19,
1994, at 11:00 a.m., Central Daylight Savings Time, in the
auditorium of the Children's Theatre Company, 2400 Third
Avenue South, Minneapolis, Minnesota, for the following
purposes:
1. To elect fifteen directors;
2. To approve the selection of KPMG Peat Marwick to audit the
consolidated financial statements of General Mills, Inc.
for the fiscal year beginning May 30, 1994;
3. To adopt a Restated Certificate of Incorporation of
General Mills, Inc.;
4. If presented at the meeting, to consider and act upon one
stockholder proposal as described in the proxy materials;
and
5. To act upon any other business which may properly be
brought before the meeting.
The close of business on July 22, 1994 has been fixed as the
record date for determining the stockholders entitled to
notice of and to vote at the Annual Meeting.
By Order of the Board of
Directors,
CLIFFORD L. WHITEHILL
Secretary
August 19, 1994
<PAGE>
GENERAL MILLS, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
MONDAY, SEPTEMBER 19, 1994
Voting Procedures
This Proxy Statement is being sent beginning on August 19,
1994, to all holders of the common stock ($.10 par value) (the
"Common Stock") of General Mills, Inc., P.O. Box 1113,
Minneapolis, MN 55440 (the "Company") entitled to vote at the
Annual Meeting of Stockholders on September 19, 1994, in order
to furnish information relating to the business to be
transacted. Stockholders of record at the close of business
on July 22, 1994 are entitled to vote at the meeting. As of
that date, there were 157,775,569 shares of Common Stock
outstanding. Each share of Common Stock entitles the holder
to one vote. The 46,377,763 shares of Common Stock held in
the Company's treasury will not be voted.
A proxy card is enclosed for your use. YOU ARE SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS TO SIGN, DATE AND RETURN
THE PROXY CARD IN THE ACCOMPANYING ENVELOPE, which is postage-
paid if mailed in the United States or Canada.
You have three choices on each matter to be voted upon at
the Annual Meeting. For the election of directors, by
checking the appropriate box on your proxy card you may: (i)
vote for all of the director nominees as a group; (ii)
withhold authority to vote for all director nominees as a
group; or (iii) vote for all director nominees as a group
except those nominees you identify on the appropriate line.
See "General Information" under Item No. 1. Concerning the
other items, by checking the appropriate box you may: (i) vote
"FOR" the item; (ii) vote "AGAINST" the item; or (iii)
"ABSTAIN" from voting on the item.
You may revoke your proxy at any time before it is actually
voted at the Annual Meeting by delivering written notice of
revocation to the Secretary of the Company, by submitting a
subsequently dated proxy, or by attending the meeting and
withdrawing the proxy. You may also be represented by another
person present at the meeting through executing a form of
proxy designating such person to act on your behalf. Each
unrevoked proxy card properly executed and received prior to
the close of the meeting will be voted as indicated. Where
specific instructions are not indicated, the proxy will be
voted FOR the election of all directors as nominated, FOR the
approval of the selection of KPMG Peat Marwick as independent
auditors, FOR the approval of the Restated Certificate of
Incorporation ("Restated Certificate") and AGAINST the
stockholder proposal. Abstentions and broker non-votes will
be counted as present or represented at the Annual Meeting for
purposes of determining whether a quorum exists. However,
abstentions and broker non-votes with respect to any specific
matter will be treated as shares not voted for purposes of
determining whether the requisite vote has been obtained, and
therefore will have no effect on the outcome of the vote on
any such matter. A majority of the shares present or
represented at the meeting is required for approval of the
stockholder proposal. The affirmative vote of the holders of
two-thirds of the Common Stock present or represented at the
meeting and voting thereon is required for approval of the
Restated Certificate.
The expense of preparing, printing and mailing this Proxy
Statement will be paid by the Company. The Company has
engaged Georgeson & Company Inc. to assist in the solicitation
of proxies from stockholders at a fee of $9,OOO plus
reimbursement of its out-of-pocket expenses. In addition to
the use of the mail, proxies may be solicited personally or by
telephone by regular employees of the Company without
additional compensation, as well as by employees of Georgeson
& Company Inc. The Company will reimburse banks, brokers and
other custodians, nominees and fiduciaries for their costs in
sending the proxy materials to the beneficial owners of the
Common Stock.
The Company has adopted a confidential voting policy
that applies to shareholder meetings, except in limited
circumstances.
A copy of the 1994 Annual Report to Stockholders, which
includes the consolidated financial statements of the Company
for the fiscal year ended May 29, 1994, was mailed on or about
August 12, 1994 to all stockholders entitled to vote at the
Annual Meeting. If upon receipt of your proxy material you
have not received the Annual Report, please call 1-800-245-
5703 and a copy will be forwarded to you.
Shares of Common Stock credited to the accounts of
participants in the Automatic Dividend Reinvestment Plan of
the Company have been added to such persons' other holdings on
their proxy cards. If a stockholder is a participant in a
savings plan of the Company or any of its subsidiaries and
shares of Common Stock have been allocated to such person's
account in any such plan, the proxy also serves as voting
instructions to the trustee of such plans. The trustee also
votes allocated shares of Common Stock as to which it has not
received direction, as well as unallocated shares held by the
trustee in the same proportion as directed shares are voted.
Certain Owners of Common Stock
State Street Bank and Trust Company, Boston, Massachusetts,
has advised the Company that as of June 30, 1994, they held
9,367,405 shares of Common Stock (5.9% of the then outstanding
Common Stock) and that (i) 7,792,287 shares were held in
its capacity as trustee of the Company's savings plans and
1,575,118 shares were held in its capacity as trustee for
various personal trust accounts, other employee benefit plans
and index accounts; and (ii) they had sole power to vote
1,210,467 of such shares, shared voting power on 7,976,496
shares, sole dispositive power on 1,300,118 shares and shared
dispositive power on 8,067,287 shares. The Company knows of
no other holder with more than five percent of the outstanding
Common Stock.
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors to file initial
reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission and the New York Stock
Exchange. Executive officers and directors are required by
SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based on a review of the
copies of such forms furnished to the Company and written
representations from the Company's executive officers and
directors, the Company notes that one officer, Stephen R.
Garthwaite, did not timely report a transaction in Common
Stock that occurred in October 1993, although he filed a
corrected report shortly thereafter and, due to internal
administrative error, Ronald M. Magruder, another Company
officer, inaccurately reported a Common Stock transaction in a
company savings plan during fiscal 1993, which was corrected
in fiscal 1994.
Item No. 1
ELECTION OF DIRECTORS
General Information
Directors will hold office until the next Annual Meeting and
until their successors are duly chosen and qualify, or until
their earlier resignation or removal. The Board of Directors
has inquired of each nominee and has ascertained that each
will serve if elected. In the event that any of these
nominees should become unavailable for election, the Board of
Directors may designate substitute nominees, in which event
the shares represented by the proxy cards returned will be
voted for such substitute nominees unless an instruction to
the contrary is indicated on the proxy card.
The Board of Directors has a policy regarding tenure that
provides that non-employee directors serve on the Board for no
more than 15 years after first election, subject to retirement
at age 70 or at the end of five years from such director's
retirement from his or her principal organization, whichever
comes first.
Board Compensation and Benefits
Employee directors do not receive additional compensation for
serving on the Board of Directors. Non-employee directors
received an annual retainer for the 1994 fiscal year of
$25,000 plus $1,000 for each Board meeting attended and $700
for each committee meeting attended. The non-employee
directors' remuneration is paid quarterly. Each year the non-
employee directors may elect to receive all or a portion of
their remuneration: (i) in cash payments; (ii) in cash
payments deferred until the director retires, with such
amounts earning interest; or (iii) in Common Stock having a
market value equal to the remuneration due. In 1994 the
following directors elected to receive all of their
remuneration in Common Stock: Livio D. DeSimone, William T.
Esrey, Kenneth A. Macke, Michael D. Rose and C. Angus Wurtele.
All other non-employee directors elected to receive full cash
payments. Under the Stock Plan for Non-Employee Directors,
each such director receives 400 shares of restricted stock
annually upon election or re-election, which restrictions
lapse at the later of the next year's annual meeting date or
the director's termination of service on the Board. Each non-
employee director also receives a one-time stock option grant
for 2,500 shares upon election to the Board. A retirement
plan for non-employee directors provides for an annual
retirement benefit for directors who have served at least five
years in an amount equal to the retainer fee in effect at the
date of the director's retirement, payable for the lesser of
(i) the number of years of the director's service; or (ii) the
lifetime of the director. The Company also pays the premiums
on directors' and officers' liability and travel accident
insurance policies covering the directors.
As part of its overall program to promote charitable
giving, the Company has established a directors' planned gift
program funded by life insurance policies on all directors.
Upon the death of an individual director, the Company will
donate $1 million to one or more qualifying charitable
organizations recommended by the individual director and the
Company will be reimbursed by life insurance proceeds.
Individual directors derive no financial benefit from this
program since all charitable deductions accrue solely to the
Company. The program does not result in any material cost to
the Company.
Committees of the Board
During the fiscal year ended May 29, 1994, the Board of
Directors met six times and various committees of the Board
met a total of fourteen times. Attendance at Board meetings
and all committee meetings averaged 92%.
Audit Committee. The Audit Committee consists of six non-
employee directors: Michael D. Rose (Chair), Richard M.
Bressler, Livio D. DeSimone, Judith Richards Hope, Kenneth A.
Macke and A. Michael Spence. The Audit Committee met twice
during fiscal 1994. It meets separately with representatives
of the Company's independent auditors and with representatives
of senior management and the internal auditors. The Committee
reviews: (i) the general scope of audit coverages; (ii) the
fees charged by the independent auditors; (iii) matters
relating to the internal control systems; (iv) the value of
goodwill and other intangibles; and (v) the expenses of senior
executives.
Compensation Committee. The Compensation Committee
consists of five non-employee directors: Richard M. Bressler
(Chair), William T. Esrey, George Putnam, Michael D. Rose and
C. Angus Wurtele. The Compensation Committee met six times
during fiscal 1994. The Committee administers the stock
option and long-term incentive plans and the Executive
Incentive Plan, and in this capacity it makes or recommends
all option grants or awards to Company officers and executives
under these plans. In addition, the Committee makes
recommendations to the Board with respect to the compensation
of the Chairman of the Board and approves the compensation
paid to other senior executives. The Committee also
recommends the establishment of policies dealing with various
compensation, pension and profit-sharing plans for the Company
and its subsidiaries. See pages 17-22 for its report on
executive compensation.
Executive Committee. The Executive Committee consists of
seven directors: H. Brewster Atwater, Jr. (Chair), Richard M.
Bressler, Livio D. DeSimone, William T. Esrey, Joe R. Lee,
George Putnam and Mark H. Willes. The Executive Committee met
once in fiscal 1994. Pursuant to the By-Laws, the Committee
has the authority to take all actions that could be taken by
the full Board of Directors. It may meet between regularly
scheduled meetings to take such action as is necessary for the
efficient operation of the Company.
Finance Committee. The Finance Committee consists of five
non-employee directors: George Putnam (Chair), Livio D.
DeSimone, Kenneth A. Macke, Michael D. Rose and A. Michael
Spence. The Finance Committee met twice during fiscal 1994.
It reviews and makes recommendations relating to public
offerings of debt and equity securities, major borrowing
commitments and other significant financial strategies,
including the dividend policy of the Company.
Nominating Committee. The Nominating Committee consists of
five non-employee directors: William T. Esrey (Chair),
Richard M. Bressler, Judith Richards Hope, George Putnam and
C. Angus Wurtele. The Nominating Committee met twice during
fiscal 1994. The Committee's duties include proposing a slate
of directors for election by the stockholders at each annual
meeting and proposing candidates to fill vacancies on the
Board. It conducts research to identify suitable candidates
for Board membership, and seeks individuals who will make a
substantial contribution to the Company. It will consider
candidates proposed by stockholders. Generally, candidates
must be highly qualified and be both willing and affirmatively
desirous of serving on the Board. They should represent the
interests of all stockholders and not those of a special
interest group. A stockholder wishing to nominate a candidate
should forward the candidate's name and a detailed background
of the candidate's qualifications to the Secretary of the
Company.
Public Responsibility Committee. The Public Responsibility
Committee consists of four non-employee directors: C. Angus
Wurtele (Chair), Livio D. DeSimone, Judith Richards Hope and
Kenneth A. Macke. The Public Responsibility Committee met
once in fiscal 1994. The duties of the Committee are to
review and make recommendations regarding the Company's
policies, programs and practices in relation to public issues
of significance to the Company. In addition, it reviews and
makes recommendations regarding trends in the political and
social environment that may affect the operations of the
Company.
Share Ownership of Directors and Executive Officers
Set forth in the following table is the beneficial ownership
of Common Stock as of July 31, 1994 for all directors and
nominees as of the date of this Proxy Statement, each of the
executive officers named in the Summary Compensation Table and
all directors and executive officers as a group. Shares
listed as beneficially owned include shares allocated to
participant accounts under the Company's savings plans as of
May 31, 1994, according to the plans' administrator. No
director or executive officer owns more than 0.84% of the
total outstanding shares (including exercisable options). All
directors and executive officers as a group own 3.91% of the
total outstanding shares (including exercisable options).
Name Shares(a) Name Shares(a)
H. B. Atwater, Jr. 412,202 G. Putnam 81,600
R. M. Bressler 8,944 M. D. Rose 6,236(d)
L. D. DeSimone 4,693 S. W. Sanger 29,793
W. T. Esrey 3,057 A. M. Spence 1,012
C. W. Gaillard 67,912(b) D. A. Terrell 125
J. R. Hope 3,608 M. H. Willes 126,707(e)
J. R. Lee 78,448(c) C. A. Wurtele 16,679
K. A. Macke 2,720
All directors and executive
officers as a group 1,337,776
___________________
(a) The amounts shown do not include the following shares that
may be acquired within 60 days pursuant to outstanding option
grants: H. B. Atwater, Jr., 925,126 shares; C. W. Gaillard,
268,374 shares; J. R. Lee, 352,096 shares; S. W. Sanger,
219,064 shares; and M. H. Willes, 624,520 shares; all other
listed persons except R. M. Bressler and D. A. Terrell, 2,500
shares each; and all directors and executive officers as a
group, 4,823,930 shares. (b) Included in the shares for Mr.
Gaillard are 606 shares owned by members of his family, in
which he disclaims any beneficial interest. (c) Included in
the shares for Mr. Lee are 800 shares owned by members of his
family, in which he disclaims any beneficial interest. (d)
Included in the shares for Mr. Rose are 1,600 shares owned
by or held in trust for members of his family, in which he
disclaims any beneficial interest. (e) Included in the shares
for Mr. Willes are 115 shares owned by members of his family,
in which he disclaims any beneficial interest.
Information Concerning Nominees
H. BREWSTER ATWATER, JR. Director since 1971
[PHOTO]
H. Brewster Atwater, Jr., age 63, has been Chief
Executive Officer of General Mills, Inc. since 1981.
Mr. Atwater joined General Mills in 1958 and served in
a variety of sales and marketing positions. He was
elected Executive Vice President in 1970, President in
1977 and Chairman of the Board in 1982. Mr. Atwater is
a director of General Electric Company and Merck & Co.,
Inc. and is a member of the Policy Committee of the
Business Roundtable and The Business Council. He is a
member of the International Council of J. P. Morgan &
Co. Incorporated.
______________________________________________________________
RICHARD M. BRESSLER Director since 1984
[PHOTO]
Richard M. Bressler, age 63, recently retired as
Chairman of the Board of El Paso Natural Gas Company.
He joined Burlington Northern, Inc. as President and
Chief Executive Officer in 1980 and retired from that
position in 1990. He previously served as a General
Mills director in 1978-79. Mr. Bressler is also a
director of H. F. Ahmanson & Company and Rockwell
International Corporation.
______________________________________________________________
LIVIO D. DESIMONE Director since 1989
[PHOTO]
Livio D. DeSimone, age 58, is Chairman of the Board
and Chief Executive Officer, Minnesota Mining and
Manufacturing Company (3M). Mr. DeSimone joined 3M in
1957 and has served in various U.S. and international
capacities. Mr. DeSimone was elected an Executive Vice
President in 1981 and named Chairman and Chief
Executive Officer in 1991. He is a director of 3M,
Cargill, Incorporated, Dayton Hudson Corporation and
Vulcan Materials Company. He is also national board
chairman of Junior Achievement Inc.
______________________________________________________________
WILLIAM T. ESREY Director since 1989
[PHOTO]
William T. Esrey, age 54, is Chairman and Chief
Executive Officer of Sprint Corporation. He has been
Chief Executive Officer of the company since 1985.
Prior to joining the company in 1980 as Executive Vice
President-Corporate Planning, he was with Dillon, Read
& Co. Inc., where he served from 1970-79 as a managing
director. Mr. Esrey is a director of Sprint, The
Equitable Life Assurance Society of the United States
and Panhandle Eastern Corporation, and an individual
general partner of Boettcher Venture Capital Partners,
L.P.
______________________________________________________________
CHARLES W. GAILLARD Director since 1993
[PHOTO]
Charles W. Gaillard, age 53, was elected a Vice
Chairman of General Mills, Inc. in December 1993 with
responsibility for Big G, Consumer Food Sales and
Yoplait. He had previously served as Chief Executive
Officer of Cereal Partners Worldwide, a joint venture
of the Company and Nestle, S.A. Mr. Gaillard joined
General Mills in 1966 and has served in various food
marketing management positions. He was elected a
Senior Vice President in 1985 and Executive Vice
President in 1989.
______________________________________________________________
JUDITH RICHARDS HOPE Director since 1989
[PHOTO]
Judith Richards Hope, age 53, is a senior partner of
the law firm of Paul, Hastings, Janofsky & Walker, Los
Angeles, California and Washington, DC. She has been a
partner with the firm since 1981. Ms. Hope is a
director of The Budd Company and Union Pacific
Corporation. She is also a member of the Harvard
Corporation (The President and Fellows of Harvard
College), a trustee of the National Housing Partnership
Foundation, and a member of the Council on Foreign
Relations.
______________________________________________________________
JOE R. LEE Director since 1985
[PHOTO]
Joe R. Lee, age 53, is Vice Chairman of General
Mills, Inc. Mr. Lee joined Red Lobster in 1967 and was
a member of its founding team. He was named its
President in 1975, a Vice President of General Mills in
1976, a Group Vice President in 1979 and Executive Vice
President, Restaurants in 1981. He was named a Vice
Chairman in April 1992. Mr. Lee is a director of Graco
Inc.
______________________________________________________________
KENNETH A. MACKE Director since 1991
[PHOTO]
Kenneth A. Macke, age 56, recently retired as
Chairman of the Board, Chief Executive Officer and
Chairman of the Executive Committee of Dayton Hudson
Corporation (DHC). He joined Dayton's as a merchandise
trainee and advanced through various management
positions at Dayton's and Target. He served as
President of DHC from 1981 to 1984. He was elected
Chief Operating Officer of DHC in 1982, Chief Executive
Officer in 1983, Chairman of the Board in 1984 and
Chairman of the Executive Committee in 1985. He is a
director of First Bank System, Inc. and Unisys
Corporation.
______________________________________________________________
GEORGE PUTNAM Director since 1981
[PHOTO]
George Putnam, age 67, is Chairman of The Putnam
Investment Management Company. He is also Chairman and
President of each of The Putnam Group of Mutual Funds.
Mr. Putnam joined The Putnam Management Company in 1951
as a security analyst. He became a director in 1960,
Executive Vice President in 1961 and President and
Chief Executive Officer later that year. He has served
as Chairman since 1970. Mr. Putnam is a director of
The Boston Company, Inc., Boston Safe Deposit & Trust
Co., Inc., Freeport-McMoran Inc., Houghton-Mifflin Co.,
Marsh & McLennan Companies and Rockefeller Group, Inc.
______________________________________________________________
MICHAEL D. ROSE Director since 1985
[PHOTO]
Michael D. Rose, age 52, is Chairman of the Board of
The Promus Companies Incorporated. Promus, the public
parent company of Harrah's Casinos and Embassy Suites,
Hampton Inn and Homewood Suites hotels, was spun-off
from Holiday Corporation in 1990. Mr. Rose joined
Holiday in 1974 and subsequently held positions at
Holiday and Promus of President (1979-84 and 1988-91),
Chief Executive Officer (1981-94) and Chairman (1984-
present). Mr. Rose is a director of Ashland Oil, Inc.
and First Tennessee National Corp.
______________________________________________________________
STEPHEN W. SANGER Director since 1992
[PHOTO]
Stephen W. Sanger, age 48, is President of General
Mills, Inc. Mr. Sanger joined the Company in 1974 and
served as the head of several business units, including
Yoplait USA and Big G. He was elected a Senior Vice
President in 1989, an Executive Vice President in 1991,
Vice Chairman in 1992 and President in 1993. He is a
director of Donaldson Company, Inc.
______________________________________________________________
A. MICHAEL SPENCE Director since 1992
[PHOTO]
Dr. A. Michael Spence, age 50, has been Dean of the
Graduate School of Business at Stanford University
since July 1990. Dean Spence served on the faculty at
Harvard University in both the Business School and the
Faculty of Arts and Sciences as professor of economics
and business administration from 1975 to 1990. From
1984 to 1990 he served as the Dean of the Faculty of
Arts and Sciences at Harvard. Dean Spence is a
director of BankAmerica Corporation, Sun Microsystems,
Inc. and Verifone, Inc. He is a Fellow of the
Econometric Society and is Chairman of the National
Research Council Board on Science, Technology and
Economic Policy.
______________________________________________________________
DOROTHY A. TERRELL Nominee
[PHOTO]
Dorothy A. Terrell, age 49, is President of
SunExpress, Inc. and a corporate executive officer of
Sun Microsystems, Inc., positions she has held since
1991. SunExpress is a direct marketing organization
devoted to order fulfillment of Sun and third party
hardware and software products. She previously served
in various management capacities at Digital Equipment
Corporation from 1976 to 1991, including management of
DEC's high-density interconnect and multichip module
operations. Ms. Terrell is a member of the board of
directors of the Massachusetts Technology Development
Corporation.
______________________________________________________________
MARK H. WILLES Director since 1985
[PHOTO]
Mark H. Willes, age 53, is a Vice Chairman of
General Mills, Inc., a position to which he was elected
in April 1992. He was Executive Vice President, Chief
Financial Officer of General Mills, Inc. from 1980 to
1985, and served as President from 1985 to April 1992.
Mr. Willes served as President of the Federal Reserve
Bank of Minneapolis from 1977 to 1980, First Vice
President of the Federal Reserve Bank of Philadelphia
from 1971 to 1977, and as Vice President, Director of
Research and Senior Economist at the Philadelphia
Federal Reserve Bank. He is a director of The
Black & Decker Corporation, Ryder System, Inc. and The
Talbots, Inc.
______________________________________________________________
C. ANGUS WURTELE Director since 1985
[PHOTO]
C. Angus Wurtele, age 59, is Chairman of the Board
and Chief Executive Officer of The Valspar Corporation.
Mr. Wurtele joined Minnesota Paints, Inc. (which later
merged into Valspar) as a Vice President in 1962. He
was elected as Executive Vice President of Minnesota
Paints in 1965 and as President and Chief Executive
Officer later that year. In 1970, Mr. Wurtele became
President and Chief Executive Officer of Valspar, and
he was elected to his current position in 1973. Mr.
Wurtele is a director of Donaldson Company, Inc. He is
also a director of the National Paint and Coatings
Association and a member of the American Business
Conference.
_________________________
These fifteen (15) persons will be placed in nomination for
election to the Board of Directors. The shares represented by
the proxy cards returned will be voted FOR the election of
these nominees unless you specify otherwise.
Item No. 2
APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The stockholders are asked to consider and approve the
appointment by the Board of Directors of KPMG Peat Marwick
("KPMG"), an independent certified public accounting firm, to
audit the consolidated financial statements of the Company for
the fiscal year beginning May 30, 1994. KPMG has audited the
books of the Company since 1928. During fiscal 1994, KPMG
provided General Mills with audit and other services, with
fees totaling approximately $2,100,000. Representatives of
the firm will attend the Annual Meeting and have the
opportunity to make a statement if they desire, and will also
be available to answer questions.
The Board of Directors recommends you vote FOR the
appointment of KPMG Peat Marwick as the independent auditors
and your proxy will be so voted unless you specify otherwise.
Item No. 3
RESTATEMENT AND AMENDMENT OF CERTIFICATE OF INCORPORATION
The General Corporation Law of the State of Delaware
("Delaware Law") permits a corporation to restate and
integrate in a single certificate the provisions of its
certificate of incorporation as previously amended, including
any further amendments adopted at the same time with the
restated certificate. On June 27, 1994, the Board of
Directors adopted the Restated Certificate of Incorporation
("Restated Certificate") described below, subject to approval
by the shareholders.
The Company's Certificate of Incorporation was restated in
1976, but has been amended several times since then (the
"Present Certificate"). Also, Delaware Law has been amended
over time generally allowing for greater flexibility in
management of Delaware companies and in certain respects
making provisions of the Present Certificate duplicative or
redundant of powers and rights granted in the Delaware Law.
The principal differences between the proposed Restated
Certificate and the Present Certificate are summarized below.
Such summary is not intended to be complete and is subject to,
and qualified in all respects by the text of the Restated
Certificate set forth as Appendix A hereto.
Purposes of the Company
The statement of purposes of the corporation in Article III of
the Restated Certificate permits General Mills to engage in
any lawful act or activity for which corporations may be
organized under the Delaware Law. This amendment replaces a
very lengthy and detailed description of the Company's
objectives and purposes contained in the Present Certificate
and results in no substantive change.
Certain Provisions Relating to Company Management
Article VII of the Present Certificate contains a number of
provisions eliminated in the Restated Certificate because
these matters are already covered by Delaware Law. Among
these are provisions relating to the use or disposition of
surplus or net profits for purposes of dividends or other
purposes, the ability of the Board of Directors to provide
health and other benefits to employees, the keeping and
inspection of books and records of the Company, the
designation of committees by the Board of Directors, the
mortgaging of company property, transactions where directors
or officers have a financial interest, the removal of
directors, and the location of stockholder and director
meetings, corporate offices and books. None of these
deletions will result in any change to the Company's corporate
governance or business operations or the rights, powers and
privileges of the stockholders of the Company.
Approval of Profit-Sharing and Stock Option Plans
The Restated Certificate also modernizes the provision
relating to shareholder approval of stock option and profit-
sharing plans. Article VII of the Present Certificate
contains a provision requiring that new profit sharing and
stock option plans be approved by the stockholders by the
affirmative vote of two-thirds of the shares of Common Stock
present or represented at the meeting, provided that not more
than one-tenth of the entire outstanding common shares vote
against such plans. This voting standard, adopted by the
Company in 1937, far exceeds the vote required by the charters
of most public companies for the adoption of similar plans.
The proposed Restated Certificate removes the proviso
regarding the negative ten percent vote while retaining the
higher approval standard of 66 2/3% of the shares voted on any
such plan which is submitted to shareholders for their
approval. The last two stock option plans approved by the
stockholders in 1993 and 1990 received favorable votes of
93.7% and 94.4% of the shares voted, respectively. This
voting standard also continues to meet the requirements of the
New York Stock Exchange applicable to voting on new stock
option plans.
Miscellaneous Provisions
Other miscellaneous provisions in the Present Certificate are
duplicative of specific sections of the Delaware Law and are
eliminated through the Restated Certificate, including one
that authorizes the corporation to amend the Certificate of
Incorporation as permitted by Delaware Law and another
providing that the stockholders shall not be personally liable
for the Company's debts. These matters are all specifically
covered by Delaware Law, and deletion from the Restated
Certificate does not result in any changes to the Company's
corporate governance or business operations or the rights,
powers and privileges of the stockholders of the Company. The
Restated Certificate also makes certain Article and Section
reference corrections due to the elimination of certain
Articles and Sections in the Restated Certificate.
The Board of Directors recommends you vote FOR the proposal
to adopt the Restated Certificate and your proxy will be so
voted unless you specify otherwise.
Item No. 4
STOCKHOLDER RESOLUTION ON CUMULATIVE VOTING
John J. and Margaret Gilbert, of 29 East 64th Street, New
York, New York 10021-7043, who state that John Gilbert owns
616 shares and that they are trustees under the will of Samuel
Rosenthal for 800 shares, have notified the corporation in
writing that they intend to present the following resolution
at the Annual Meeting:
"RESOLVED: That the stockholders of General
Mills, Inc., assembled in annual meeting in
person and by proxy, hereby request the Board
of Directors to take the steps necessary to
provide for cumulative voting in the election
of directors, which means each stockholder
shall be entitled to as many votes as shall
equal the number of shares he or she owns
multiplied by the number of directors to be
elected, and he or she may cast all of such
votes for a single candidate, or any two or
more of them as he or she may see fit."
The statement of the stockholders in support of the
resolution is as follows:
"Continued strong support along the lines we suggest were
shown at the last annual meeting when 19.3%, 2,314 owners of
21,918,403 shares, were cast in favor of this proposal. The
vote against included 6,457 unmarked proxies.
"A law enacted in California provides that all state
pension holding, as well as state college funds, invested in
shares must be voted in favor of cumulative voting proposals,
showing increasing recognition of the importance of this
democratic means of electing directors.
"Also, the National Bank Act has provided for cumulative
voting. Unfortunately, in so many cases companies get around
it by forming holding companies without cumulative voting.
Thus, with so many banking failures the result is that tax
payers have to make up the losses. Banking authorities have
the right to request the capability of directors to be on
banking boards. Unfortunately, in so many cases authorities
come in after and say the director or directors were not
qualified. So there is no reason why this could not be done
for corporations under the SEC and banking authorities.
"It has increasingly been recognized that fair and
equitable distribution of voting power is best secured when
all the stockholders have the right of cumulative voting.
That is the purpose of cumulative voting, in our opinion, it
protects everyone.
"Because of the normal need to find new directors and the
need for directors on the compensation and other committees,
we think cumulative voting is the answer. Alaska took away
cumulative voting, over our objections, when it became a
state. Perhaps, if the citizens had insisted on proper
representation the disastrous Valdez oil spill might have been
prevented if environmental directors were elected through
cumulative voting. It should be of interest to know that last
year the state of Nevada made cumulative voting mandatory. In
addition, some recommendations have been made to carry out the
Valdez 10 points. In our opinion, the 11th should be to have
cumulative voting and to end the stagger systems of electing
directors.
"Many successful corporations have cumulative voting. For
example, Penzoil, having cumulative voting defeated Texaco in
that famous case. Another example, in spite of still having a
stagger system of electing directors, Ingersoll-Rand, which
has cumulative voting, won two awards. It was ranked second
in its industry in FORTUNE magazine's article on 'America's
Most Admired Corporations' and the WALL STREET TRANSCRIPT
noted 'on almost any criteria used to evaluate management,
Ingersoll-Rand excels.' We believe General Mills should
follow their example.
"If you agree, please mark your proxy for this resolution;
otherwise it is automatically cast against it, unless you have
marked to abstain."
RESOLVED, That the Board of Directors favors a vote AGAINST
the adoption of the stockholder resolution on cumulative
voting for the following reasons:
The Board of Directors continues to believe that in order to
be effective, each member must feel a responsibility to
represent all stockholders. Cumulative voting is undesirable
because it is directed toward the election of one or more
directors by a special group of stockholders. Directors so
elected might be principally concerned with representing and
acting in the interest of the special group that elected them
rather than in the interest of the stockholders as a whole.
Cumulative voting introduces the possibility of
partisanship among Board members which could destroy the
ability of the Board to work together. These factors could
operate to the disadvantage of the Company and its
stockholders.
The present method of electing directors, where each
director is elected by majority vote of the stockholders as a
whole, permits the directors to administer the affairs of the
Company for the benefit of all stockholders. We believe that
each director should serve on the Board only if the majority
of the stockholders elect the director to hold that position.
An examination of the past performance and the achievements
of the management team selected by the Board of Directors
supports the present method of electing the Board, and the
Board of Directors is confident that this method will continue
to work as successfully in the future as it has in the past,
for the benefit of all stockholders.
The Board of Directors recommends you vote AGAINST this
stockholder proposal and your proxy will be so voted unless
you specify otherwise.
OTHER BUSINESS
The Company is not aware of any business to be acted upon at
the annual meeting other than that which is explained in this
Proxy Statement. In the event that any other business calling
for a vote of the stockholders is properly presented at the
meeting, the holders of the proxies will vote your shares in
accordance with their best judgment.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside
directors (see page 5). The Committee is responsible for
setting and administering the policies that govern both annual
compensation and stock ownership programs. The Committee
annually evaluates General Mills' corporate performance,
actual compensation and share ownership compared with large
consumer products and service companies and a broader group of
leading industrial companies.
The compensation programs of the Company are based on
performance. Base salaries are generally lower than
comparable companies in our business sectors, coupled with a
highly leveraged incentive system that will pay more with good
performance and less with below par performance. The
Compensation Committee and management believe that broad and
deep employee stock ownership effectively motivates the
building of shareholder wealth and aligns the interests of
employees with those of the shareholders. The Committee has
set objectives of 10% overall employee stock ownership and
ownership by 90% of employees with more than three years with
the Company.
Executive Incentive Plan Description
Awards under the Executive Incentive Plan ("EIP") are made
annually to key management employees selected by the Committee
and are based on the following factors: corporate
performance, business unit performance and personal
performance. The corporate performance rating is based on the
Company's percentage growth in earnings per share ("EPS") over
the prior year and its return on capital ("ROC"). The
Committee believes that these two factors are the primary
determinants of share price over time. For historical
performance on these two measures, please refer to page 1 of
the 1994 Annual Report. Business unit ratings are based
primarily on profit performance while market share
performance, new product development, workplace diversity
progress and other factors are also considered. Personal
ratings can include such qualitative factors as quality of the
strategic plan, progress in organizational and management
development, as well as industry, public affairs and civic
involvement.
Corporate and business unit ratings can range from .5 to
1.8 with top quartile performance represented by a 1.5 or
higher rating. Personal ratings can range from .0 to 1.5.
For executive officers, the participant's target incentive
rate (a percentage of base salary that increases for positions
of greater responsibility within the Company) is multiplied
both by the individual's performance rating and by the
corporate rating to determine the cash incentive award. Both
business unit and personal ratings are heavily dependent on
achievement of financial objectives. The weights for
executive officers are 50% corporate and 50% personal, while
those for business unit officers are generally 38% unit, 12%
corporate and 50% personal.
Under the stock matching provisions of the EIP, each
participant may deposit with the Company shares of Common
Stock having a value equal to 25% of the participant's cash
incentive award. The Company issues one share of "restricted"
Common Stock for each share that the participant originally
deposits. The restricted shares vest 50% at three years and
50% at six years, provided the participant's shares remain on
deposit with the Company. A participant may elect to receive
the dividends paid on all stock held in the participant's
account, or reinvest such dividends in Common Stock. Shares
granted under the EIP are included in the Summary Compensation
Table on page 23 under the "Restricted Stock Awards" heading.
Cash incentive awards under the EIP are included in that table
under the "Bonus" heading.
Receipt of cash incentive awards under the EIP may be
deferred to a subsequent date or to retirement. Participants
age 55 or older may elect not to participate in the stock
matching provisions of the EIP and to receive an additional
cash award equal to 15% of the cash incentive award, or they
may participate on a partial basis, depositing shares having a
value of 5%, 10% or 15% of the cash incentive award, receiving
in those circumstances 12%, 9% or 6% respectively, as an
additional cash award. A participant under age 55 who elects
not to deposit shares does not receive an additional cash
award.
Performance Evaluation
The Committee meets without the Chief Executive Officer to
evaluate his performance and reports on that evaluation to the
independent directors of the Board.
The Committee's evaluation of corporate performance in
fiscal 1994 was .88, down significantly from the 1.70 rating
approved for fiscal 1993, based on a reduction in both pre-
LIFO EPS and ROC. Personal incentive ratings for three of the
five executive officers listed in the table on page 23 were
substantially lower than those awarded in fiscal 1993.
Specific salary and cash incentive payments are disclosed in
the same table. None of the executive officers listed in this
table received a merit salary increase in fiscal 1994 as they
received stock option grants in lieu of merit salary
increases. Because of Mr. Atwater's participation in this
program, his base salary has remained constant since 1988.
Mr. Sanger and Mr. Gaillard received increases during fiscal
1994 due to their promotion to the positions of President
and Vice Chairman, respectively.
Stock Ownership Programs
The stockholders approved the current Stock Option and Long-
Term Incentive Plan in 1993 (the "1993 Plan") and the Salary
Replacement Stock Option Plan in 1990 with favorable votes
of 93.7% and 94.4% respectively. The table on page 25
summarizes the options granted in fiscal 1994 to all employees
and to the top five executive officers. Included in the
totals are options granted under three different programs:
regular stock options, deposit stock options, and options in
lieu of an increase in base salary.
Regular stock options are granted to the named officers and
other employees based on their potential impact on corporate
results (i.e. the person's level of responsibility in the
organization) and on their individual performance. A total of
30,049 employees were granted options on 3,295,315 shares
under that program in fiscal 1994. The size of regular stock
option grants to the Chief Executive Officer and other
executive officers is periodically reviewed against option
grants made by other large consumer product companies to their
CEO's and other senior executives. The Company's option
grants rank in size above the median range of option grants
made by the comparative organizations, because of (i) the
payment of generally lower base salaries (described above),
and (ii) the Company's emphasis on employee stock ownership
and reliance on option grants as the fundamental means of long-
term incentive compensation, both of which are intended to
maximize personal performance of Company managers and align
their interests with shareholders.
The deposit stock option program was introduced in 1987
to encourage increased stock ownership. The size of this
option grant (number of share times the fair market value of
the Common Stock on the date of grant) is equal to the
executive's prior year incentive award. For the option to
become fully exercisable, the optionee must place on deposit
with the Company one share of owned Common Stock for every two
option shares granted and leave the shares on deposit until
three years from the grant date. Shares acquired from the
exercise of these options may not be sold for 12 months
following the exercise date.
The option in lieu of salary program enables an executive
to receive stock options as an alternative to eligibility
for a merit increase. A total of 289 employees participated
in this program in fiscal 1994 and all executive officers
listed in the Summary Compensation Table on page 23 elected
to receive option grants in lieu of merit increases in 1994.
The size of an executive officer's merit increase is
determined on the basis of his or her accomplishments against
pre-established annual goals and reflected in the individual
performance rating discussed above. The size of the option
grant is based on the estimated present value of the merit
increase and pay-related benefits (e.g. annual incentive,
savings plan match, pension, etc.) foregone over the term of
the option and the present value of the projected stock option
value, assuming an 8.5% growth rate in the Common Stock.
Performance Units
The Company has discontinued the granting of performance units
and omitted them from the provisions of the 1993 Plan. There
remain outstanding some performance units that were granted
under the 1984 and 1988 plans. Performance units are payable
in cash and an optionee may exercise them as an alternative to
the exercise of regular stock options. The exercise of an
option or withdrawal of the corresponding performance units
cancels the other on a one-for-one basis. As of August 11,
1994, only the 1990 and 1991 performance units had a value in
excess of the value of the stock option available for exercise
as an alternative to the performance units.
In return for the cancellation of performance units awarded
but not yet vested under the 1988 plan, the Committee
authorized a special stock option grant in June 1993. This
special option grant is reflected in the Option Table on page
25 for executive officers who accepted this stock option
award and forfeited previously granted performance units.
Restricted Stock
The 1993 Plan authorizes the Committee to make awards to
selected employees of restricted stock or restricted stock
units (for employees of foreign operations) of up to 4% of the
shares authorized under the plan, and in that connection to
determine the number of shares to be awarded, the length of
the restricted period, the purchase price, if any, to be paid
by the participant and whether any other restrictions will be
imposed in respect of such awards.
Less than 5% of the shares authorized for the 1988 plan
(now terminated) were used for restricted stock awards. The
majority of restricted shares have been and will be granted as
part of the stock matching program for participants in the
Company's regular management incentive plan (not including the
executive officers of the Company whose restricted stock
awards are issued under the EIP, described above), requiring
the participant to place on deposit one share of Common Stock
owned for each share of restricted stock awarded. The size of
each restricted stock award in that program is equal in value
to 15% of the participant's regular cash incentive award.
Final Stock Option Grant to H. B. Atwater, Jr.
Mr. Atwater's last full fiscal year of service will end on
May 31, 1995, since he will reach the Company's mandatory
retirement age for executives during the succeeding fiscal
year. As a substitute for all future stock option grants and
base salary increases, in December 1993 the Compensation
Committee made a one-time grant to Mr. Atwater of 250,000
shares at an exercise price of $60.9375. This grant will be
exercisable until January 13, 2004. To facilitate an orderly
management transition, Mr. Atwater has agreed to serve at the
discretion of the Board through the 1995 fiscal year and will
continue after that time at the request of the Board up to his
mandatory retirement date.
Deductibility of Executive Compensation
Beginning in fiscal 1995, the Internal Revenue Code limits the
Company's ability to deduct, for federal income tax purposes,
certain compensation in excess of $1 million per year paid to
persons named in the Summary Compensation Table. Because
regulations interpreting this law are in the proposal stage,
and the amount of compensation which was paid in fiscal 1994
to individual officers was less than $1 million, the Company
is continuing to monitor whether its executive plans should be
amended to meet the deductibility requirements of the tax law
without compromising the flexibility needed to design
effective compensation plans that meet the Company's executive
compensation goals as described above.
Summary
The Compensation Committee is satisfied that the compensation
and long-term incentive plans provided to the executive
officers of the Company are structured and operated so as to
create strong linkage and alignment with the long-term best
interests of the Company and its stockholders.
COMPENSATION COMMITTEE:
Richard M. Bressler (Chair)
William T. Esrey
George Putnam
Michael D. Rose
C. Angus Wurtele
TOTAL RETURN TO SHAREHOLDERS
LINE CHART GRAPHIC BASED ON TABLE BELOW
PAPER COPY OF FORM SE WITH EXHIBIT HAS BEEN FILED WITH THE SEC
Total Return Index May 89 May 90 May 91 May 92 May 93 May 94
General Mills 100 127 190 210 221 192
S&P Food 100 117 149 156 164 163
S&P 500 100 117 130 143 160 167
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION Awards Payouts
- - ----------------------------------------------------- ---------------------------------------
Other
Annual Restrict All Other
Name and Compen- ed Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options Payouts sation
Position Year ($) ($) ($) ($)(1) (#) ($)(2) ($)(3)
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
H.B.ATWATER 1994 608,075 241,600 - 60,426 374,900 0 45,150
Chairman of 1993 607,689 777,800 - 194,488 137,798 0 88,533
the Board and 1992 620,591(4) 786,900 - 196,656 146,280 0 46,895
Chief Execu-
tive Officer
C.W.GAILLARD 1994 304,587 231,923 - 57,975 107,988 0 103,742
Vice 1993 283,921 280,127 - 70,003 57,276 0 148,983
Chairman (5) 1992 289,948(4) 313,900 - 78,512 55,868 0 146,756
J.R.LEE 1994 388,769 135,900 - 33,969 81,282 0 25,014
Vice 1993 388,523 437,600 - 109,400 63,868 0 46,597
Chairman 1992 396,771 442,700 - 110,635 65,372 0 42,616
S.W.SANGER 1994 398,125 147,700 - 36,908 234,892 0 19,595
President 1993 297,500 329,800 27,328(6) 82,446 56,246 0 25,431
1992 238,496(4) 242,700 - 60,646 53,918 0 18,968
M.H.WILLES 1994 433,628 271,900 - 67,938 90,036 0 27,792
Vice 1993 433,353 532,400 - 133,050 79,972 0 50,864
Chairman 1992 442,553(4) 538,700 - 134,614 92,834 116,000 53,483
_______________________
<F1>
(1) This amount reflects the value of restricted stock
awarded under the EIP. Recipients must deposit with the
Company one personally-owned share of Common Stock for each
share of restricted stock awarded. The restricted shares
vest 50% at three years and 50% at six years, provided the
participant's shares remain on deposit until the end of the
corresponding restricted period. Regular dividends are
paid on the restricted shares. Restricted stock under the
EIP vests in the event of a change of control. At May 29,
1994, the number and value of the aggregate restricted
stockholdings for the named officers was:
H. B. Atwater, Jr. 19,042 shares $1,029,458
C. W. Gaillard 5,248 283,720
J. R. Lee 8,790 475,209
S. W. Sanger 4,422 239,064
M. H. Willes 12,914 698,163
<F2>
(2) The amount reflected in this column is a cash
withdrawal from a performance unit account. Withdrawal
causes cancellation of the number of corresponding stock
options with a value equal to the amount of the withdrawal.
<F3>
(3) The amounts for all officers, other than Mr. Gaillard,
are the Company's contributions or allocations relating to
defined contribution (savings) plans (tax-qualified and
supplemental) on behalf of the named officers. The amounts
for Mr. Gaillard include $85,586 in 1994, $117,253 in 1993,
and $116,660 in 1992 relating to his overseas assignment
with Cereal Partners Worldwide which ended January 1, 1994.
<F4>
(4) 53 week fiscal year.
<F5>
(5) For periods prior to January 1, 1994, Mr. Gaillard
served as Chief Executive Officer of Cereal Partners
Worldwide, a joint venture 50% owned with Nestle, S.A. and
the compensation reflected for such periods includes all
amounts paid to him by and through the joint venture
entity.
<F6>
(6) The amount represents the "above-market" portion of
the earnings on deferred compensation credited and paid to
Mr. Sanger for fiscal 1993 based on the three-year
performance of the Big G cereal division ending in fiscal
1993. Mr. Sanger is no longer eligible for this program.
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable Value at Assumed Annual
Rates of Stock Price Appreciation for
Individual Grants (1) Option Term ($) (2)
- - ----------------------------------------------- -------------------------------------------
% of Total
Options
Granted to
Employees
in Exercise
Options Fiscal Price Expiration 0%
Name Granted(#) Year ($/share) Date ($)(3) 5%($) 10%($)
- - ----------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <S> <C> <C>
Atwater 92,800(4) 1.91 65.2500 05/01/01 0 2,821,521 6,728,223
32,100(6) 0.66 62.7000 10/20/03 0 1,278,579 3,247,634
250,000(6) 5.14 60.9375 01/13/04 0 9,677,865 24,582,109
Gaillard 36,000(4) 0.74 65.2500 07/28/03 0 1,492,237 3,790,334
17,200(5) 0.35 62.7000 10/20/03 0 685,095 1,740,165
4,788(7) 0.10 60.9375 01/13/04 0 185,350 470,797
50,000(8) 1.03 52.3125 05/25/04 0 1,661,615 4,220,559
Lee 56,400(4) 1.16 65.2500 07/28/03 0 2,337,839 5,938,190
17,700(5) 0.36 62.7000 10/20/03 0 705,011 1,790,751
7,182(7) 0.15 60.9375 01/13/04 0 278,026 706,195
Sanger 54,480(4) 1.12 65.2500 07/28/03 0 2,258,253 5,736,039
15,009(5) 0.31 62.7000 10/20/03 0 597,467 1,517,586
60,000(9) 1.23 62.5000 11/25/03 0 2,382,244 6,050,981
5,412(7) 0.11 60.9375 01/13/04 0 209,506 532,153
100,000(9) 2.05 52.3125 05/25/04 0 3,323,230 8,441,118
Willes 58,809(4) 1.21 65.2500 07/28/03 0 2,437,321 6,190,879
22,509(5) 0.46 62.7000 10/20/03 0 896,200 2,276,379
8,736(7) 0.18 60.9375 01/13/04 0 338,183 858,997
All Share- NA NA NA NA 0 6,365,582,631(10) 16,168,793,748(10)
holders
All 4,868,098 100% 63.2232(11) (11) 0 195,519,779 496,626,953
Optionees
As a % of NA NA NA NA NA 3.1% 3.1%
All Share-
holders Gain
________________
<F1>
(1) All options are granted at the fair market value of the
Common Stock on the grant date and generally expire 10
years and one month from the grant date. All options vest
in the event of a change of control. Options include the
right to pay the exercise price in cash or previously-
acquired Common Stock (which must be owned for six months
or not used in the previous six months for an option
exercise) and the right to have shares withheld by the
Company to pay withholding tax obligations due in
conjunction with the exercise.
<F2>
(2) These assumed values result from certain prescribed rates
of stock price appreciation. The actual value of these
option grants is dependent on future performance of the
Common Stock and overall stock market conditions. There
is no assurance that the values reflected in this table
will be achieved. The Company did not use an alternative
formula for a grant date valuation, as it is not aware of
any formula which will determine with reasonable accuracy
a present value based on future unknown or volatile
factors.
<F3>
(3) No gain to the optionees is possible without stock price
appreciation, which will benefit all stockholders
commensurately. Zero percent stock price appreciation
will result in zero dollars for the optionee.
<F4>
(4) This stock option grant under the 1988 Plan becomes
exercisable on July 28, 1997.
<F5>
(5) This option, granted under the 1990 Salary Replacement
Stock Option Plan, benefits the Company by reducing the
cash compensation paid to executives, with corresponding
reductions in cash bonuses, lower pension accruals and
similar effects on other benefits which are tied to base
salary. It further increases the percentage of key
employee compensation and benefits tied to stock
ownership, in keeping with the Company's philosophy to
more closely align stockholder and employee interests.
This option becomes exercisable over a four-year period
beginning on the grant date.
<F6>
(6) This special grant becomes exercisable December 13, 1998.
The details of this grant to Mr. Atwater are provided in
the Report of the Compensation Committee on Page ___.
<F7>
(7) To encourage retention of the Common Stock, this deposit
stock option grant (which becomes exercisable three years
from the grant date) requires the deposit of one share of
owned Common Stock for every two option shares granted.
The maximum number of shares permitted for deposit is
based on the number of shares with a fair market value at
the date of grant equivalent to 50% of the executive's
prior year cash incentive payment.
<F8>
(8) C. W. Gaillard received a special grant associated with
his promotion to Vice Chairman that occurred during fiscal
1994. This grant becomes exercisable on April 25, 1999.
<F9>
(9) S. W. Sanger received two special grants during the year
related to his promotion to President. Both grants become
exercisable five years from the grant date.
<F10>
(10) "All Shareholders" value is calculated from $63.2232,
the weighted average exercise price for all options
awarded in fiscal 1994, based on the outstanding shares of
Common Stock on May 29, 1994.
<F11>
(11) Options expire on various dates through the year
2004. Exercise price shown is a weighted average of all
options awarded in fiscal 1994.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
at 5/29/94 (#) at 5/29/94 ($)(1)
--------------------------- ---------------------------
Shares
Acquired Value
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisaable
- - ---------------------------------------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Atwater 0 0 909,446 499,638 16,660,154 0
Gaillard 0 0 261,534 159,492 4,272,736 87,500
Lee 0 0 345,076 140,022 5,487,167 0
Sanger 0 0 212,724 284,076 3,298,426 175,000
Willes 0 0 615,600 164,802 11,797,255 0
<F1>
(1) Value of unexercised options equals fair market value of
the shares underlying in-the-money options at May 29, 1994
($54.0625), less the exercise price, times the number of in-
the-money options outstanding.
</TABLE>
<TABLE>
Defined Benefit Retirement Plans
<CAPTION>
Final Average 30 or more
Earnings 10 years of 15 years of 20 years of 25 years of years of
(as defined) service service service service service*
- - -----------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
$ 100,000 $ 16,666 $ 25,000 $ 33,333 $ 41,666 $ 50,000
300,000 50,000 75,000 100,000 125,000 150,000
500,000 83,333 125,000 166,666 208,333 250,000
600,000 100,000 150,000 200,000 250,000 300,000
700,000 116,666 175,000 233,333 291,666 350,000
800,000 133,333 200,000 266,666 333,333 400,000
900,000 150,000 225,000 300,000 375,000 450,000
1,000,000 166,666 250,000 333,333 416,666 500,000
1,100,000 183,333 275,000 366,666 458,333 550,000
1,200,000 200,000 300,000 400,000 500,000 600,000
1,300,000 216,666 325,000 433,333 541,666 650,000
1,400,000 233,333 350,000 466,666 583,333 700,000
1,500,000 250,000 375,000 500,000 625,000 750,000
1,600,000 266,666 400,000 533,333 666,666 800,000
1,700,000 283,333 425,000 566,666 708,333 850,000
* No additional benefits accrue after 30 years of service.
</TABLE>
This table sets forth the pension benefits payable to the
persons named in the Summary Compensation Table, showing the
estimated annual aggregate benefits payable at normal
retirement for various classifications of earnings and years
of benefit service. This table is based on the maximum
benefit under the Company's Retirement Income Plan ("RIP") of
50% of Final Average Earnings for a participant with 30 years
of service. The effects of integration with Social Security
benefits have been excluded from the table, because the amount
of the reduction in benefits due to integration varies
depending on the participant's age at the time of retirement
and changes in the Social Security laws. The table does not
reflect any limitations on benefits imposed by ERISA or
federal tax law. The Company's Supplemental Retirement Plan
provides for the payment of additional amounts to certain
executive officers (including certain officers named in the
Summary Compensation Table) so that they will receive in the
aggregate, the benefits they would have been entitled to
receive had neither ERISA nor federal law imposed maximum
limitations. In past years, lump-sum prepayments were made to
some participants, including some executive officers, of the
vested accrued retirement benefits they were entitled to under
the Supplemental Retirement Plan. Accordingly, at the time of
retirement or termination, the total benefit paid to these
participants will be reduced by the value of the prepayment
plus interest. The total retirement benefit of each executive
officer whose sum of age and service as of June 1, 1991
equaled or exceeded 65 will be determined as if the Past
Benefit Service formula under the RIP had continued in effect
for service after 1988. Although J. R. Lee will receive a
portion of his retirement benefits from a pension plan
sponsored by a Company subsidiary, the total benefits from
both plans will approximate the benefits payable from the RIP
as if his service had been solely under the RIP. Under the
RIP, retirement benefits for salaried non-union employees
consist of a fixed benefit providing a normal retirement
income equal to the sum of the "Past Service Benefit" and the
"Current Service Benefit," subject to a maximum benefit of 50%
of "Final Average Earnings." Past Service Benefit is equal to
an employee's accrued benefit under the RIP, as of December
31, 1988, adjusted by any increases in Final Average Earnings.
The basic formula for such benefits is 50% of Final Average
Earnings, less 50% of the employee's projected Social Security
benefit, times years of service divided by 30. Current
Service Benefit is equal to the sum of 1.1% of Final Average
Earnings, plus .65% of the excess of Final Average Earnings
over "Covered Compensation," for each year of service after
1988. Final Average Earnings is defined as the average of the
five highest consecutive years' remuneration. Such
remuneration is generally equal to the salary and bonus
reported in the Summary Compensation Table plus the value of
vested restricted shares of Common Stock granted pursuant to
the EIP. Covered Compensation is the average of the Social
Security taxable wage bases for the 35-year period ending with
the year in which the employee reaches normal retirement age
for Social Security purposes.
The persons named in the Summary Compensation Table have
the following full years of benefit service as defined in the
RIP: H. B. Atwater, Jr., 36 years; C. W. Gaillard, 28 years;
J. R. Lee, 27 years; S. W. Sanger, 20 years; and M. H. Willes,
14 years.
Change in Control Arrangements
The Company maintains management continuity agreements with
most of its executive officers (including the five officers
named in the Summary Compensation Table) providing for
guaranteed severance payments equal to three times the annual
compensation of the officer (salary plus cash bonus award) and
continuation of health and similar benefits for a three-year
period if the officer is terminated within two years after a
change of control. These agreements also provide for a cash
payment of the amount necessary to insure that the foregoing
payments are not subject to reduction due to the imposition of
excise taxes payable under Code Section 4999 or any similar
tax.
The Company has entered into two trust agreements to provide
for payment of amounts under its non-qualified deferred
compensation plans, including the directors' compensation
plans, the EIP, the management continuity agreements and the
Supplemental Savings and Retirement Plans. Full funding is
required in the event of a change of control. To date, only a
nominal amount has been paid into each trust.
Stockholder Proposals for the 1995 Annual Meeting
Any stockholder proposal intended to be presented for
consideration at the 1995 Annual Meeting and to be included in
the Company's proxy statement must be received at the
principal executive offices of the Company by the close of
business on April 21, 1995. Proposals should be sent to the
attention of the Secretary.
YOUR VOTE IS IMPORTANT!
Please sign and promptly return your proxy in the enclosed
envelope.
<PAGE>
APPENDIX A
RESTATED CERTIFICATE OF INCORPORATION of GENERAL MILLS, INC.
ARTICLE I
The name of this Corporation is General Mills, Inc.
ARTICLE II
The address of its registered office in the State of
Delaware is 1209 Orange Street in the City of Wilmington,
County of New Castle, and the name of its registered agent at
such address is The Corporation Trust Company.
ARTICLE III
The purpose of this Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
ARTICLE IV
The total number of shares of capital stock which may be
issued by the Corporation is one billion five million
(1,005,000,000), of which one billion (1,000,000,000) shares
($.10 par value) shall be Common Stock and five million
(5,000,000) shares, without par value, shall be Cumulative
Preference Stock.
(1) PROVISIONS RELATING TO COMMON STOCK
(a) Each share of Common Stock shall, subject to
paragraph (f) of Section (2), have one vote and, except as
provided by resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of Cumulative
Preference Stock, the exclusive voting power for all purposes
shall be vested in the holders of the Common Stock.
(b) No holder of Common Stock as such shall have any
preemptive right to subscribe to stock, obligations, warrants,
rights to subscribe to stock or other securities of the
Corporation of any class, whether now or hereafter authorized.
(c) Subject to the provisions of law and preference of
the Cumulative Preference Stock, dividends may be paid on the
Common Stock of the Corporation at such time and in such
amounts as the Board of Directors may deem advisable.
(d) In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, the holders of Common Stock shall be entitled,
after payment or provision for payment of the debts and other
liabilities of the Corporation and the amounts to which
holders of Cumulative Preference Stock shall be entitled, to
the remaining net assets of the Corporation.
(2) PROVISIONS RELATING TO CUMULATIVE PREFERENCE STOCK
(a) The Cumulative Preference Stock may be issued from
time to time in one or more series, each of such series to
have such designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as are
stated and expressed herein and in the resolution or
resolutions providing for the issue of such series adopted by
the Board of Directors as hereinafter provided.
(b) Authority is hereby expressly granted to the Board
of Directors, subject to the provisions of this Article IV, to
authorize the issue of one or more series of Cumulative
Preference Stock and with respect to each series to fix by
resolution or resolutions providing for the issue of such
series:
(i) The number of shares to constitute such series
and the distinctive designation thereof;
(ii) The dividend rate or rates to which such shares
shall be entitled and the restrictions, limitations and
conditions upon the payment of such dividends, the date or
dates from which dividends shall accumulate and the quarterly
dates on which dividends, if declared, shall be payable;
(iii) Whether or not the shares of such series
shall be redeemable, the limitations and restrictions with
respect to such redemptions, the manner of selecting shares of
such series for redemption if less than all shares are to be
redeemed, and the amount, if any, in addition to any accrued
dividends thereon which the holder of shares of such series
shall be entitled to receive upon the redemption thereof,
which amount may vary at different redemption dates and may be
different with respect to shares redeemed through the
operation of any retirement or sinking fund and with respect
to shares otherwise redeemed;
(iv) The amount in addition to any accrued dividends
thereon which the holders of shares of such series shall be
entitled to receive upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation,
which amount may vary depending on whether such liquidation,
dissolution or winding up is voluntary or involuntary and, if
voluntary, may vary at different dates (the amount so payable
upon such involuntary liquidation, dissolution or winding up,
exclusive of accrued dividends, being hereinafter sometimes
called the "involuntary liquidation value");
(v) Whether or not the shares of such series shall
be subject to the operation of a purchase, retirement or
sinking fund, and, if so, whether such retirement or sinking
fund shall be cumulative or non-cumulative, the extent to and
the manner in which such fund shall be applied to the purchase
or redemption of the shares of such series for retirement or
to other corporate purposes and the terms and provisions
relative to the operation thereof;
(vi) Whether or not the shares of such series shall
be convertible into, or exchangeable for, shares of stock of
any other class or classes, or of any other series of the same
class, and if so convertible or exchangeable, the price or
prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same;
(vii) The voting powers, if any, of such series
in addition to the voting powers provided in paragraph (f) of
this Section (2); and
(viii) Any other preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as shall
not be inconsistent with this Section (2).
(c) All shares of any one series of Cumulative
Preference Stock shall be identical with each other in all
respects, except that shares of any one series issued at
different times may differ as to the dates from which
dividends thereon shall be cumulative; and all series shall
rank equally and be identical in all respects, except as
permitted by the foregoing provisions of paragraph (b) of this
Section (2).
(d) Before any dividends on any class or classes of
stock of the Corporation ranking junior to the Cumulative
Preference Stock (other than dividends payable in shares of
any class or classes of stock of the Corporation ranking
junior to the Cumulative Preference Stock) shall be declared
or paid or set apart for payment, the holders of shares of
Cumulative Preference Stock of each series shall be entitled
to such cash dividends, but only when and as declared by the
Board of Directors out of funds legally available therefor, as
they may be entitled to in accordance with the resolution or
resolutions adopted by the Board of Directors providing for
the issue of such series, payable quarterly on such dates as
may be fixed in such resolution or resolutions in each year.
Such dividends shall be cumulative from the date or dates
fixed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series. Dividends
in full shall not be declared or paid or set apart for payment
on the Cumulative Preference Stock of any one series for any
dividend period unless dividends in full have been declared or
paid or set apart for payment on the Cumulative Preference
Stock of all series for all dividend periods terminating on
the same or any earlier date. When the dividends are not paid
in full on all series of the Cumulative Preference Stock, the
shares of all series shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with
the sums which would be payable on said shares if all
dividends were declared and paid in full. A "dividend period"
is the period between any two consecutive dividend payment
dates (or, when shares are originally issued, the period from
the date from which dividends are cumulative to the first
dividend payment date) as fixed for a particular series.
Accruals of dividends shall not bear interest.
(e) In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or
involuntary, before any payment or distribution of the assets
of the Corporation shall be made to or set apart for the
holders of shares of any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock,
the holders of the shares of each series of the Cumulative
Preference Stock shall be entitled to receive payment of the
amount per share fixed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance
of the shares of such series, plus an amount equal to all
dividends accrued thereon to the date of final distribution to
such holders; but they shall be entitled to no further
payment. If, upon any liquidation, dissolution or winding up
of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the shares of the
Cumulative Preference Stock shall be insufficient to pay in
full the preferential amount aforesaid, then such assets, or
the proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would
be payable on such shares if all amounts payable thereon were
paid in full. For the purposes of this paragraph (e), the
sale, conveyance, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation
or a consolidation or merger of the Corporation with one or
more corporations shall not be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary.
(f) So long as any of the Cumulative Preference Stock is
outstanding the Corporation
(i) will not declare or pay, or set apart for
payment, any dividends (other than dividends payable in shares
of any class or classes of stock of the Corporation ranking
junior to the Cumulative Preference Stock), or make any
distribution, on any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock,
and will not redeem, purchase or otherwise acquire, directly
or indirectly, whether voluntarily, for a sinking fund, or
otherwise, any shares of any class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock,
if at the time of making such declaration, payment, setting
apart, distribution, redemption, purchase or acquisition the
Corporation shall be in default with respect to any dividend
payable on or any obligation to retire shares of Cumulative
Preference Stock, provided that notwithstanding the foregoing
the Corporation may at any time redeem, purchase or otherwise
acquire shares of stock of any such junior class in exchange
for, or out of the net cash proceeds from the concurrent sale
of, other shares of stock of any such junior class;
(ii) will not, without the affirmative vote or
consent of the holders of at least 66-2/3% of all the
Cumulative Preference Stock at the time outstanding, given in
person or by proxy, either in writing or by resolution adopted
at a meeting (which may be an annual meeting) called for the
purpose, at which the holders of the Cumulative Preference
Stock, regardless of series, shall vote separately as a class,
amend, alter or repeal (by any means, including, without
limitation, merger or consolidation) any of the provisions of
this Section (2) so as adversely to affect the preferences,
rights or powers of the Cumulative Preference Stock; and
(iii) will not, without the affirmative vote or
consent of the holders of at least 66-2/3% of any adversely
affected series of the Cumulative Preference Stock at the time
outstanding, given in person or by proxy, either in writing or
by resolution adopted at a meeting (which may be an annual
meeting) called for the purpose (the holders of such series of
the Cumulative Preference Stock consenting or voting, as the
case may be, separately as a class), amend, alter or repeal
(by any means, including, without limitation, merger or
consolidation) any of the provisions herein or in the
resolution or resolutions adopted by the Board of Directors
providing for the issue of such series so as adversely to
affect the preferences, rights or powers of the Cumulative
Preference Stock of such series; provided, however, that any
vote or consent required by subparagraph (ii) above may be
given or made effective by the filing of an appropriate
amendment of the Corporation's Restated Certificate of
Incorporation without obtaining the vote or consent of the
holders of the Common Stock of the Corporation, the right to
give such vote or consent being expressly waived by all
holders of such Common Stock unless the action to be taken
would adversely affect the preferences, rights or powers of
the Common Stock; and provided further that any vote or
consent required by subparagraph (iii) above may be given and
made effective by the filing of an appropriate amendment of
the Corporation's Restated Certificate of Incorporation
without obtaining the vote or consent of the holders of any
other series of the Cumulative Preference Stock or of the
holders of the Common Stock of the Corporation, the right to
give such vote or consent being expressly waived by all
holders of such other series of Cumulative Preference Stock
and Common Stock unless the action to be taken would adversely
affect the preferences, rights or powers of such other series
of Cumulative Preference Stock or Common Stock, as the case
may be.
(g) If in any case the amounts payable with respect to
any obligations to retire shares of the Cumulative Preference
Stock are not paid in full in the case of all series with
respect to which such obligations exist, the number of shares
of each of such series to be retired pursuant to any such
obligations shall be in proportion to the respective amounts
which would be payable on account of such obligations if all
amounts payable in respect of all such obligations if all
amounts payable in respect of all such series were discharged
in full.
(h) The term "class or classes of stock of the
Corporation ranking junior to the Cumulative Preference Stock"
shall mean the Common Stock referred to in Section (1) of this
Article IV and any other class or classes of stock of the
Corporation hereinafter authorized which shall rank junior to
the Cumulative Preference Stock as to dividends or upon
liquidation.
(i) Aggregate involuntary liquidation value of all
shares of Cumulative Preference Stock outstanding at any time
shall never exceed $300,000,000.
(j) No holder of Cumulative Preference Stock as such
shall have any preemptive right to subscribe to stock,
obligations, warrants, rights to subscribe to stock or other
securities of the Corporation of any class, whether now or
hereafter authorized.
(k) For the purposes of Section (2) of this Article IV
or of any resolution of the Board of Directors providing for
the issue of any series of Cumulative Preference Stock or of
any certificate filed with the Secretary of State of the State
of Delaware pursuant to any such resolution (unless otherwise
provided in any such resolution or certificate):
(i) The term "outstanding" when used in reference
to shares of stock shall mean issued shares, excluding shares
held by the Corporation and shares called for redemption,
funds for the redemption of which shall have been set aside or
deposited in trust;
(ii) The amount of dividends "accrued" on any share
of Cumulative Preference Stock as at any quarterly dividend
date shall be deemed to be the amount of any unpaid dividends
accumulated thereon to and including such quarterly dividend
date, whether or not earned or declared, and the amount of
dividends "accrued" on any share of Cumulative Preference
Stock as at any date other than a quarterly dividend date
shall be calculated as the amount of any unpaid dividends
accumulated thereon to and including the last preceding
quarterly dividend date, whether or not earned or declared,
plus an amount calculated on the basis of the annual dividend
rate fixed for the shares of such series for the period after
such last preceding quarterly dividend date to and including
the date as of which the calculation is made, based on a 360
day year of twelve 30 day months.
(3) SERIES A PARTICIPATING CUMULATIVE PREFERENCE STOCK
The Board of Directors, pursuant to the authority expressly
vested in it by this Article IV, and pursuant to the
provisions of the General Corporation Law of the State of
Delaware, has by resolution adopted February 24, 1986 (which
resolution was set forth in a Certificate of Designation,
Preferences and Rights of Series A Participating Cumulative
Preference Stock which was filed with the Secretary of State
of the State of Delaware on May 20, 1986), fixed the
designations, preferences and relative, participating,
optional and other special rights, and qualifications,
limitations or restrictions thereof of a series of Cumulative
Preference Stock, as follows:
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Participating
Cumulative Preference Stock," without par value, and the
number of shares constituting such series shall be 700,000.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series A Participating
Cumulative Preference Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends
payable in cash on the fifteenth day of March, June, September
and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A
Participating Cumulative Preference Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of
(a) $10.00 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per
share amount (payable in kind) of all non-cash dividends or
other distribution other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on
the Common Stock, par value $.10 per share, of the Corporation
(the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Participating Cumulative
Preference Stock. In the event the Corporation shall at any
time after February 24, 1986 (the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount to which
holders of shares of Series A Participating Cumulative
Preference Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Participating Cumulative
Preference Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date
and the next subsequent Quarterly Dividend Payment Date, a
dividend of $10.00 per share on the Series A Participating
Cumulative Preference Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Participating Cumulative
Preference Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A
Participating Cumulative Preference Stock, unless the date of
issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for
the determination of holders of shares of Series A
Participating Cumulative Preference Stock entitled to receive
a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A
Participating Cumulative Preference Stock in an amount less
than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A
Participating Cumulative Preference Stock entitled to receive
payment of a dividend or distribution declared thereon, which
record date shall be no more than 45 days prior to the date
fixed for the payment thereof.
Section 3. Voting Rights. In addition to the voting
rights set forth in Article IV of the Restated Certificate of
Incorporation or otherwise required by law, the holders of
shares of Series A Participating Cumulative Preference Stock
shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter
set forth, each share of Series A Participating Cumulative
Preference Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each
such case the number of votes per share to which holders of
shares of Series A Participating Cumulative Preference Stock
were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series A Participating Cumulative
Preference Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A
Participating Cumulative Preference Stock shall be in arrears
in an amount equal to six (6) quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a
period (herein called a "default period") which shall extend
until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A
Participating Cumulative Preference Stock then outstanding
shall have been declared and paid or set apart for payment.
During each default period, all holders of Cumulative
Preference Stock (including holders of Series A Participating
Cumulative Preference Stock) with dividends in arrears in an
amount equal to six (6) quarterly dividends thereon, voting as
a class, irrespective of series, shall have the right to elect
two (2) Directors.
(ii) During any default period, such voting right
of the holders of Series A Participating Cumulative Preference
Stock may be exercised initially at a special meeting called
pursuant to subparagraph (iii) of this Section 3(C) or at any
annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that neither such voting
right nor the right of the holders of any other series of
Cumulative Preference Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised
unless the holders of ten percent (10%) in number of shares of
Cumulative Preference Stock outstanding shall be present in
person or by proxy. The absence of a quorum of the holders of
Common Stock shall not affect the exercise by the holders of
Cumulative Preference Stock of such voting right. At any
meeting at which the holders of Cumulative Preference Stock
shall exercise such voting right initially during the existing
default period, they shall have the right, voting as a class,
to elect Directors to fill such vacancies, if any, in the
Board of Directors as may then exist up to two (2) Directors
or, if such right is exercised at an annual meeting, to elect
two (2) Directors. If the number which may be so elected at
any special meeting does not amount to the required number,
the holders of the Cumulative Preference Stock shall have the
right to make such increase in the number of Directors as
shall be necessary to permit the election by them of the
required number. After the holders of the Cumulative
Preference Stock shall have exercised their right to elect
Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Cumulative
Preference Stock as herein provided or pursuant to the rights
of any equity securities ranking senior to or pari passu with
the Series A Participating Cumulative Preference Stock.
(iii) Unless the holders of Cumulative Preference
Stock shall, during an existing default period, have
previously exercised their right to elect Directors, the Board
of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the
total number of shares of Cumulative Preference Stock
outstanding, irrespective of series, may request, the calling
of a special meeting of the holders of Cumulative Preference
Stock, which meeting shall thereupon be called by the
President, a Vice President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting
at which holders of Cumulative Preference Stock are entitled
to vote pursuant to this paragraph (C)(iii) shall be given to
each holder of record of Cumulative Preference Stock by
mailing a copy of such notice to the holder at the holder's
last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such
order or request or in default of the calling of such meeting
within 60 days after such order or request, such meeting may
be called on similar notice by any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the
total number of shares of Cumulative Preference Stock
outstanding. Notwithstanding the provisions of this paragraph
(C)(iii), no such special meeting shall be called during the
period within 60 days immediately preceding the date fixed for
the next annual meeting of the stockholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole
number of Directors until the holders of Cumulative Preference
Stock shall have exercised their right to elect two (2)
Directors voting as a class, after the exercise of which right
(x) the Directors so elected by the holders of Cumulative
Preference Stock shall continue in office until their
successors shall have been elected by such holders or until
the expiration of the default period, and (y) any vacancy in
the Board of Directors may (except as provided in paragraph
(C)(ii) of this Section 3) be filled by vote of a majority of
the remaining Directors theretofore elected by the holders of
the class of stock which elected the Director whose office
shall have become vacant. References in this paragraph (C) to
Directors elected by the holders of a particular class of
stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing
sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Cumulative Preference
Stock as a class to elect Directors shall cease, (y) the term
of any Directors elected by the holders of Cumulative
Preference Stock as a class shall terminate, and (z) the
number of Directors shall be such number as may be provided
for in the certificate of incorporation or by-laws
irrespective of any increase made pursuant to the provisions
of paragraph (C)(ii) of this Section 3 (such number being
subject, however, to change thereafter in any manner provided
by law or in the certificate of incorporation or by-laws).
Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence
may be filled by a majority of the remaining Directors.
(D) Except as set forth herein, holders of Series A
Participating Cumulative Preference Stock shall have no
special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders
of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Reacquired Shares. Any shares of Series A
Participating Cumulative Preference Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Cumulative Preference Stock
and may be reissued as part of a new series of Cumulative
Preference Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.
Section 5. Liquidation, Dissolution or Winding Up.
(A) Upon any voluntary liquidation, dissolution or
winding up of the Corporation, no distribution shall be made
to the holders of shares of stock ranking (either as to
dividends or upon liquidation, dissolution or winding up)
junior to the Series A Participating Cumulative Preference
Stock unless, prior thereto, the holders of shares of Series A
Participating Cumulative Preference Stock shall have received
$100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series A
Participating Cumulative Preference Stock unless, prior
thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal
to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 100 (as appropriately adjusted
as set forth in subparagraph C below to reflect such events as
stock splits, stock dividends and recapitalizations with
respect to the Common Stock) (such number in clause (ii), the
"Adjustment Number"). Following the payment of the full
amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A
Participating Cumulative Preference Stock and Common Stock,
respectively, holders of Series A Participating Cumulative
Preference Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number
to 1 with respect to such Cumulative Preference Stock and
Common Stock, on a per share basis, respectively.
(B) In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation preference
of all other series of Cumulative Preference Stock, if any,
which rank on a parity with the Series A Participating
Cumulative Preference Stock, then such remaining assets shall
be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In
the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(C) In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each
such case the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment
Number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
(D) Notwithstanding anything contained herein to the
contrary, and so long as Paragraph (2)(f)(i) of the Restated
Certificate of Incorporation shall so require, the aggregate
involuntary liquidation value of all shares of Cumulative
Preference Stock outstanding at any time shall not exceed
$300,000,000 and the aggregate involuntary liquidation value
of all shares of Series A Participating Cumulative Preference
Stock outstanding at any time shall not exceed an amount equal
to (i) $300,000,000, minus (ii) the aggregate involuntary
liquidation value of all shares of any other series of
Cumulative Preference Stock then outstanding. The aggregate
involuntary liquidation value of the Series A Participating
Cumulative Preference Stock otherwise payable shall be
reduced, if necessary, to comply with the preceding sentence.
Section 6. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged or changed into other stock or securities,
cash and/or any other property, then in any such case the
shares of Series A Participating Cumulative Preference Stock
shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount
of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event
the Corporation shall at any time after the Rights Declaration
Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount
set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Participating
Cumulative Preference Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
Section 7. No Redemption. The shares of Series A
Participating Cumulative Preference Stock shall not be
redeemable.
Section 8. Amendment. The Restated Certificate of
Incorporation of the Corporation shall not be further amended
in any manner which would materially alter or change the
powers, preferences or special rights of the Series A
Participating Cumulative Preference Stock so as to affect them
adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A
Participating Cumulative Preference Stock, voting separately
as a class.
Section 9. Fractional Shares. Series A Participating
Cumulative Preference Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such
holders of fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series A
Participating Cumulative Preference Stock.
(4) PROVISIONS RELATING TO ALL CLASSES OF STOCK
The shares of Cumulative Preference Stock and Common
Stock may be issued by the Corporation from time to time for
such consideration (not less than the par value thereof in the
case of Common Stock) as may be fixed from time to time by the
Board of Directors. Any and all shares without nominal or par
value for which the consideration so fixed shall have been
paid or delivered shall be deemed fully paid stock and shall
not be liable for any further call or assessment thereon; and
the holders of such shares shall not be liable for any further
payments in respect of such shares.
ARTICLE V
(1) For purposes of this Article V:
(a) "Affiliate" and "beneficial owner" are used
herein as defined in Rule 12b-2 and Rule 13d-3, respectively,
under the Securities Exchange Act of 1934 as in effect on the
date of adoption of this Article V by the stockholders of the
Corporation ("1934 Act"). The term "Affiliate" as used herein
shall exclude the Corporation, but shall include the
definition of "Associate" as contained in said Rule 12b-2.
(b) An "Interested Stockholder" is a Person other
than the Corporation who is (i) the beneficial owner of 10% or
more of the stock of the Corporation entitled to vote for the
election of directors ("Voting Stock"), or (ii) an Affiliate
of the Corporation and (A) at any time within a two-year
period prior to the record date to vote on a Business
Combination was the beneficial owner of 10% or more of the
Voting Stock, or (B) at the completion of the Business
Combination will be the beneficial owner of 10% or more of the
Voting Stock.
(c) A "Person" is a natural person or a legal
entity of any kind, together with any Affiliate of such person
or entity, or any person or entity with whom such person,
entity or an Affiliate has any agreement or understanding
relating to acquiring, voting, or holding Voting Stock.
(d) A "Disinterested Director" is a member of the
Board of Directors of the Corporation (other than the
Interested Stockholder) who was a director prior to the time
the Interested Stockholder became an Interested Stockholder,
or any director who was recommended for election by the
Disinterested Directors. Any action to be taken by the
Disinterested Directors shall require the affirmative vote of
at least two-thirds of the Disinterested Directors.
(e) A "Business Combination" is (i) a merger or
consolidation of the Corporation or any of its subsidiaries
with an Interested Stockholder; (ii) the sale, lease,
exchange, pledge, transfer or other disposition (A) by the
Corporation or any of its subsidiaries of all or a Substantial
Part of the Corporation's Assets to an Interested Stockholder,
or (B) by an Interested Stockholder of any of its assets,
except in the ordinary course of business, to the Corporation
or any of its subsidiaries; (iii) the issuance of stock or
other securities of the Corporation or any of its subsidiaries
to an Interested Stockholder, other than on a pro rata basis
to all holders of Voting Stock of the same class held by the
Interested Stockholder pursuant to a stock split, stock
dividend or distribution of warrants or rights; (iv) the
adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Stockholder; (v) any reclassification of
securities, recapitalization, merger or consolidation or other
transaction which has the effect, directly or indirectly, of
increasing the proportionate share of any Voting Stock
beneficially owned by an Interested Stockholder; or (vi) any
agreement, contract or other arrangement providing for any of
the foregoing transactions.
(f) A "Substantial Part of the Corporation's
Assets" shall mean assets of the Corporation or any of its
subsidiaries in an amount equal to 50% or more of the fair
market value, as determined by the Disinterested Directors, of
the total consolidated assets of the Corporation and its
subsidiaries taken as a whole as of the end of its most recent
fiscal year ended prior to the time the determination is made.
(2) The affirmative vote of not less than 51% of the
Voting Stock, excluding the Voting Stock of an Interested
Stockholder who is a party to the Business Combination, shall
be required for the adoption or authorization of a Business
Combination, unless the Disinterested Directors determine
that:
(a) The Interested Stockholder is the beneficial
owner of not less than 80% of the Voting Stock and has
declared its intention to vote in favor of or approve such
Business Combination; or
(b) (i) The fair market value of the consideration
per share to be received or retained by the holders of each
class or series of stock of the Corporation in a Business
Combination is equal to or greater than the consideration per
share (including brokerage commissions and soliciting dealer's
fees) paid by such Interested Stockholder in acquiring the
largest number of shares of such class of stock previously
acquired in any one transaction or series of related
transactions, whether before or after the Interested
Stockholder became an Interested Stockholder; and (ii) the
Interested Stockholder shall not have received the benefit,
directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or
other financial assistance provided by the Corporation,
whether in anticipation of or in connection with such Business
Combination or otherwise.
(3) In the event any vote of holders of Voting Stock is
required for the adoption or approval of any Business
Combination, a proxy or information statement describing the
Business Combination and complying with the requirements of
the 1934 Act shall be mailed at a date determined by the
Disinterested Directors to all stockholders of the Corporation
whether or not such statement is required under the 1934 Act.
The statement shall contain any recommendations as to the
advisability of the Business Combination which the
Disinterested Directors, or any of them, may choose to state
and, if deemed advisable by the Disinterested Directors, an
opinion of an investment banking firm as to the fairness of
the terms of such Business Combination. Such firm shall be
selected by the Disinterested Directors and paid a fee for its
services by the Corporation as approved by the Disinterested
Directors.
ARTICLE VI
The following provisions are inserted for the regulation
and conduct of the affairs of the Corporation, but it is
expressly provided that the same are intended to be and shall
be construed to be in furtherance and not in limitation or
exclusion of the powers conferred by law:
(1) Subject always to such by-laws as may be adopted from
time to time by the stockholders, the Board of Directors is
expressly authorized to adopt, alter, amend and repeal the by-
laws of this Corporation, but any by-law adopted by the Board
of Directors may be altered, amended or repealed by the
stockholders.
(2) The business of this Corporation shall be managed by its
Board of Directors. Directors need not be stockholders. The
by-laws may prescribe the number of directors, not less than
three; may provide for the increase or reduction thereof but
not less than three; and may prescribe the number necessary to
constitute a quorum, which number may be less than a majority
of the whole Board of Directors, but not less than the number
required by law. No director shall be personally liable to
the Corporation or its stockholders for monetary damages for
any breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing, a director shall be liable to
the extent provided by applicable law (i) for breach of the
director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment
to or repeal of these provisions shall apply to or have any
effect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
(3) Upon the affirmative vote of not less than 66-2/3% of the
shares of Common Stock voting thereon at any meeting of
stockholders, the Board of Directors may adopt and carry out
profit sharing, stock option and/or restricted stock plans for
any or all of the Corporation's directors, officers or
employees, and for any or all of the officers and employees of
its subsidiaries.
ARTICLE VII
(a) Any action by stockholders of the Corporation shall
be taken at a meeting of stockholders and no action may be
taken by written consent of stockholders entitled to vote upon
such action except as provided in Article IV, Section
(2)(f)(ii) and (iii) hereof.
(b) No amendment to the Certificate of Incorporation
shall amend, alter, change or repeal any of the provisions of
Article V hereof or of this Article VII unless such amendment
shall receive the affirmative vote of not less than 51% of the
Voting Stock, excluding the Voting Stock of any Interested
Stockholder, as defined in Article V.
<PAGE>
General Mills, Inc.
[LOGO] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY
1994
The undersigned hereby appoints H.B. Atwater, Jr., C.W. Gaillard,
J.R. Lee, S.W. Sanger and M.H. Willes and each and any of them, as
proxies with full power of substitution, to vote all shares of
common stock which the undersigned has power to vote at the Annual
Meeting of Stockholders to be held on September 19, 1994 at
Minneapolis, Minnesota, and at any adjournment thereof, in
accordance with the instructions set forth herein and with the same
effect as though the undersigned were present in person and voting
such shares. The proxies are authorized in their discretion to
vote upon such other business as may properly come before the
meeting.
SHARES
Please sign exactly as name appears above.
Joint owners should each sign. Executors, -------------------------
administrators, trustees, etc. should so -------------------------
indicate when signing. If signer is a (Shareholders Sign Here)
corporation, please sign full name by duly Dated:-------------, 1994
authorized officer.
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2 AND 3
1. Election of Directors
H.B. Atwater, Jr.; R.M. Bressler; L.D. DeSimone; W.T. Esrey;
C.W. Gaillard; J.R. Hope; J.R. Lee; K.A. Macke; G. Putnam;
M.D. Rose; S.W. Sanger; A.M. Spence; D.A. Terrell; M.H.
Willes; C.A. Wurtele
/ / FOR all listed nominees / / WITHHOLD AUTHORITY to vote for all
listed nominees
/ / LISTED NOMINEES except the following: (Instruction: To
withhold authority to vote for any individual nominee, write
the name of such nominee(s) in the space provided below.)
2. Approval of appointment of KPMG Peat Marwick as independent auditors
/ /FOR / / AGAINST / / ABSTAIN
3. Approval of Restated Certificate of Incorporation
/ /FOR / / AGAINST / / ABSTAIN
THE DIRECTORS RECOMMEND A VOTE "AGAINST" ITEM 4
4. Stockholder proposal concerning cumulative voting
/ /FOR / / AGAINST / / ABSTAIN
This proxy will be voted as directed. If no direction is made, it
will be voted "FOR" Items 1, 2 and 3 and "AGAINST" Item 4.
