Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0274440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________________
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Address of principal executive offices)
(612) 540-2311
(Registrant's telephone number)
_________________________
General Mills, Inc.
1995 Salary Replacement
Stock Option Plan
(Full title of the plan)
_________________________
SIRI S. MARSHALL, Esq.
Senior Vice President, General Counsel and Secretary
Number One General Mills Blvd.
P.O. Box 1113 (Zip: 55440)
Minneapolis, Minnesota 55426
(612) 540-3862
(Name, address and telephone number of agent for service)
__________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock $.10 par 7,000,000 $51.3125 $359,187,500* $123,857.76
value
<FN>
*Estimated solely for the purpose of determining the amount of
the registration fee.
The proposed maximum offering price is based upon the average of
the high and low prices of the Company's Common Stock as reported
on the New York Stock Exchange on September 11, 1995.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
3,500,000 Shares
GENERAL MILLS, INC.
Common Stock
Par Value $.10 per Share
This Prospectus relates to an aggregate of 3,500,000 shares
of common stock, $.10 par value, of General Mills, Inc.
("General Mills" or the "Company"). This Prospectus may be used
by certain officers of General Mills, Inc. for resale to the
public of shares owned by such officers pursuant to grants under
the Company's 1995 Salary Replacement Stock Option Plan, or such
persons may utilize Rule 144 for resale. See "Purpose and
Distribution of Issue" herein for further details.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to
make any representations, not contained in this Prospectus, in
connection with the offers contained herein and, if given or
made, such information or representation must not be relied upon
as having been authorized by the Company. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than those to which it relates; nor
does it constitute an offer to sell, or a solicitation of an
offer to buy, any of the securities covered by this Prospectus
by the Company in any state to any person to whom it is unlawful
for the Company to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has
been no change in the affairs of the Company subsequent to the
date hereof.
The date of this Prospectus is September 18, 1995.
<PAGE>
AVAILABLE INFORMATION
General Mills is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act of 1934") and in accordance therewith,
files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the following regional offices: Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60601; and 14th Floor, 75
Park Place, New York, New York 10007. Copies of such material
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the Company's common stock is
listed on the New York Stock Exchange and the Chicago Stock
Exchange and reports, proxy statements and other information
concerning the Company may be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
General Mills incorporates by reference into this Prospectus
the following documents or information:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995 filed with the Commission pursuant to
Section 13(a) of the Securities Exchange Act of 1934;
(b) all other reports filed by the Company with the
Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since May 28, 1995;
(c) any description of the Company's common stock which is
contained in a registration statement filed by the Company with
the Commission under the Securities Exchange Act of 1934,
including any amendment or reports filed for the purpose of
updating such description; and
(d) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this Prospectus and prior
to the termination of the offering of securities hereunder.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date of this Prospectus and prior to the termination of the
offering of the common stock shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request
of any such person, a copy of any or all of the information that
has been incorporated by reference in this Prospectus and in the
registration statement to which this Prospectus relates (other
than exhibits to any such information). All requests should be
directed to Ivy S. Bernhardson, Vice President and Assistant
Secretary, General Mills, Inc., P.O. Box 1113, Minneapolis,
Minnesota 55440-1113; telephone (612) 540-7365.
THE COMPANY
General Mills was incorporated in Delaware in 1928. The
Company is a leading producer of packaged consumer foods.
Included among the many products produced by the Company are the
following well-known brands: GOLD MEDAL flour, CHEERIOS,
WHEATIES, and TOTAL ready-to-eat cereals, BETTY CROCKER cake
mixes and frostings, BISQUICK baking mix, HAMBURGER HELPER main
meal mixes, POP SECRET microwave popcorn, BUGLES snacks and
YOPLAIT yogurt.
As used in this Prospectus, the terms "General Mills" and
"Company", mean General Mills, Inc. and its subsidiaries unless
the context indicates otherwise.
The Company's principal executive offices are located at
Number One General Mills Boulevard, Minneapolis, Minnesota 55426;
telephone number (612) 540-2311.
PURPOSE AND DISTRIBUTION OF ISSUE
This Prospectus may be used by certain corporate officers of
General Mills for the resale to the public of shares of common
stock of the Company pursuant to grants under the Company's 1995
Salary Replacement Stock Option Plan owned by such individuals,
who may be deemed to be in a control relationship with the
Company within the meaning of the Securities Act of 1933 and the
rules and regulations promulgated by the Commission, or such
individuals may resell the shares pursuant to Rule 144
promulgated by the Commission. The names of such individuals,
their relationships to the Company and the number of shares of
common stock that they directly or indirectly own, are set forth
in the next paragraph. Neither this statement nor the delivery
of this Prospectus in connection with a sale by any such person
should be deemed an admission by the Company or by such person
that such person is in a control relationship with the Company.
Such individuals may wish to dispose of part or all of their
shares from time to time on the New York Stock Exchange, on the
Chicago Stock Exchange, in the over-the-counter market, or
otherwise, at prices and on terms then obtainable. In the event
of such sales, no proceeds would be received by the Company.
The officers of General Mills who may use this Prospectus,
together with their positions with the Company and their direct
and indirect common stock ownership as of August 31, 1995 are as
follows: Dean Belbas, Senior Vice President, Investor Relations,
52,458 shares; Y. Marc Belton, Vice President and President,
Snacks Unlimited, 7,665 shares; Edward K. Bixby, Senior
Vice President, and President, Consumer Food Sales and
Distribution, 47,344 shares; Michael E. Cushmore, Senior Vice
President, and President, Gold Medal, 26,103 shares; Randy G.
Darcy, Senior Vice President, Operations, 3,676 shares; Jon L.
Finley, Senior Vice President, New Business, 10,615 shares;
Leslie M. Frecon, Senior Vice President, Corporate Finance, 3,774
shares; Charles W. Gaillard, President, 71,520 shares; Stephen J.
Garthwaite, Senior Vice President, Innovation and Technology,
41,426 shares; Siri S. Marshall, Senior Vice President, General
Counsel and Secretary, 23,394 shares; David D. Murphy, Senior
Vice President, and President, General Mills Canada and
International Foods, 19,722 shares; Michael A. Peel, Senior Vice
President, Personnel, 26,064 shares; Gary M. Rodkin, Senior Vice
President, and President, Yoplait USA, 13,065 shares; Jeffrey J.
Rotsch, Senior Vice President, and President, Big G, 14,927
shares; Stephen W. Sanger, Chairman of the Board and Chief
Executive Officer, 32,296 shares; Christina L. Steiner, Vice
President and President, Betty Crocker, 5,599 shares;
Austin P. Sullivan, Senior Vice President, Corporate Relations,
21,897 shares; Kenneth L. Thome, Senior Vice President, Financial
Operations, 9,179 shares. The Company does not know whether any
of the listed individuals will use this Prospectus in connection
with the offer or sale of any such shares, or, if this Prospectus
is used in that connection, how many of such shares will be
offered or sold. The foregoing list of officers and the number
of shares that may be offered or sold by each such person
hereunder, may be amended by the Company by use of a Supplement
to this Prospectus issued subsequent to the date hereof.
LEGAL OPINIONS
Certain legal matters in connection with the common stock
have been passed upon by Siri S. Marshall, Senior Vice President,
General Counsel, and Secretary of the Company.
EXPERTS
The consolidated financial statements and related financial
statement schedule of General Mills, Inc. and its consolidated
subsidiaries as of May 28, 1995 and May 29, 1994 and for each of
the years in the three-year period ended May 28, 1995
incorporated herein by reference, have been incorporated herein
and in the Registration Statement in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
PART II
Item 3. Incorporation of Certain Documents by Reference.
The Company incorporates by reference into this Registration
Statement the following documents or information:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995 filed with the Commission pursuant to
Section 13(a) of the Securities Exchange Act of 1934;
(b) all other reports filed by the Company with the
Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since May 28, 1995;
(c) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration
Statement and prior to the termination of the offering of
securities hereunder.
(d) the description of the Company's common stock contained
in the Company's Registration Statement on Form S-1 (File No. 2-
49637), filed December 26, 1973, as amended.
Any statement contained in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Described in Item (d) above.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of common
stock to which this Registration Statement relates have been
passed upon by Siri S. Marshall, Senior Vice President, General
Counsel and Secretary of the Company. Ms. Marshall is eligible
to participate in the Company's 1995 Salary Replacement Stock
Option Plan. As of August 31, 1995, Ms. Marshall owned, directly
or indirectly, 23,294 shares of common stock of the Company.
The consolidated financial statements and related financial
statement schedule of General Mills, Inc. and its consolidated
subsidiaries as of May 28, 1995 and May 29, 1994, and for each of
the years in the three-year period ended May 28, 1995
incorporated herein by reference, have been incorporated herein
and in the Registration Statement in reliance upon the reports of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Under provisions of the By-laws of the Company, each person
who is or was a director or officer of the Company shall be
indemnified by the Company as of right to the full extent
permitted or authorized by Section 145 of the General Corporation
Law of Delaware.
Under such law, to the extent that such a person is
successful on the merits in defense of a suit or proceeding
brought by reason of the fact that he or she is a director or
officer of the Company, such person shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in
connection with such action.
If unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such a suit is settled, such a person shall
be indemnified under such law against both (1) expenses
(including attorneys' fees) and (2) judgments, fines and amounts
paid in settlement if the person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal
action, had no reasonable cause to believe the conduct was
unlawful.
If unsuccessful in defense of a suit brought by or in the
right of the Company, or if such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) incurred in the defense or settlement
of such suit if the person acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best
interests of the Company except that if such a person is adjudged
to be liable in such a suit for negligence or misconduct in the
performance of the person's duty to the Company, such person
cannot be made whole even for expenses unless the court
determines that the person is fairly and reasonably entitled to
indemnity for such expenses.
The Company carries liability insurance policies covering
certain claims which may be made against the Company and/or its
officers and directors. The Company also carries insurance where
a claim arises under the Employee Retirement Income Security Act
of 1974 against a director or officer based on an alleged breach
of fiduciary duty or other wrongful act.
The Securities and Exchange Commission has taken the position
that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted by a company to its
directors and officers, such indemnification is against public
policy as expressed in such Act and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Counsel re Legality (Consent of
Counsel included therein)
23 Consent of KPMG Peat Marwick LLP (Consent
of Counsel included in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 hereof, or otherwise, (but that
term shall not include the insurance policies referred to in Item
6) the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Golden Valley (Minneapolis), State of Minnesota, on
the 18th day of September, 1995.
GENERAL MILLS, INC. )
)
)
By Stephen W. Sanger ) /s/ Siri S. Marshall
Chairman of the Board and ) Siri S. Marshall
Chief Executive Officer ) Attorney-in-fact
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes
and appoints L. M. Frecon, S. S. Marshall and K. L. Thome and
each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for
and in his or her name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and
any and all amendments (including post-effective amendments) to
the Registration Statement covering the issuance of up to
7,500,000 shares of the Common Stock of General Mills, Inc. under
the 1995 Salary Replacement Stock Option Plan, and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as might
or could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title )
)
Stephen W. Sanger Chairman of the Board and )
Chief Executive Officer )
Richard M. Bressler Director )
L. D. DeSimone Director )
William T. Esrey Director )
Charles W. Gaillard Director, )
President )
Judith Richards Hope Director ) /s/ Siri S.Marshall
Kenneth A. Macke Director ) Siri S. Marshall
George Putnam Director ) Attorney-in-fact
Michael D. Rose Director ) September 18, 1995
A. Michael Spence Director )
Dorothy A. Terrell Director )
C. Angus Wurtele Director )
/s/ Kenneth L. Thome Senior Vice President, September 18, 1995
Kenneth L. Thome Financial Operations
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Counsel re Legality
(Consent of Counsel included therein)
23 Consent of KPMG Peat Marwick LLP
(Consent of Counsel included in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
September 18, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549-1004
Re: General Mills, Inc. Registration Statement on Form S-8
To the Commission:
I am Senior Vice President, General Counsel and Secretary of
General Mills, Inc. (the "Company"), and I am fully familiar with
its business and affairs. I have acted as counsel to the Company
in connection with the filing under the Securities Act of 1933 of
the Registration Statement on Form S-8 relating to the Company's
1995 Salary Replacement Stock Option Plan. In such capacity, I
have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records and other instruments relating to such securities as I
have deemed necessary or appropriate in connection with this
opinion, including the following: (a) the Certificate of
Incorporation of the Company as presently in effect; (b) the By-
Laws of the Company; and (c) the records of corporate proceedings
of the stockholders and Board of Directors of the Company
relating to the authorization and issuance of its stock.
Based on the foregoing, I am of the opinion that the shares of
common stock of the Company covered by this Registration
Statement, when issued in accordance with the proper corporate
authorizations, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. I also consent to the reference to
me under the caption "Interests of Named Experts and Counsel"
contained in the Registration Statement.
Very truly yours,
Siri S. Marshall
Senior Vice President, General
Counsel and Secretary
SSM/pc
EXHIBIT 23
AUDITORS' CONSENT
The Board of Directors
General Mills, Inc.:
We consent to the incorporation by reference in this Registration
Statement of our reports dated June 27, 1995 included or
incorporated by reference in the Company's Form 10-K for the year
ended May 28, 1995, and to the reference to our firm under the
heading "EXPERTS" in the Prospectus and Registration Statement on
Form S-8.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
September 18, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints L. M. Frecon, S. S. Marshall and K.
L. Thome, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for and in his or her name, place and
stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any and all amendments (including
post-effective amendments) to the Registration Statement
covering the issuance of up to 7,500,000 shares of the Common
Stock of General Mills, Inc., under the 1995 Salary
Replacement Stock Option Plan, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or
could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or
their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
/s/ Stephen W. Sanger
Stephen W. Sanger
Dated: June 26, 1995
/s/ Richard M. Bressler
Richard M. Bressler
Dated: June 26, 1995
/s/ L. D. DeSimone
L. D. DeSimone
Dated: June 26, 1995
/s/ William T. Esrey
William T. Esrey
Dated: June 26, 1995
/s/ Charles W. Gaillard
Charles W. Gaillard
Dated: June 26, 1995
/s/ Judith Richards Hope
Judith Richards Hope
Dated: June 26, 1995
/s/ Kenneth A. Macke
Kenneth A. Macke
Dated: June 26, 1995
/s/ George Putnam
George Putnam
Dated: June 26, 1995
/s/ Michael D. Rose
Michael D. Rose
Dated: June 26, 1995
/s/ A. Michael Spence
A. Michael Spence
Dated: June 26, 1995
/s/ Dorothy A. Terrell
Dorothy A. Terrell
Dated: June 26, 1995
/s/ C. Angus Wurtele
C. Angus Wurtele
Dated: June 26, 1995
