Pricing Supplement No. 25 Filing under Rule 424(b)(3) with respect to
Dated September 27, 1995 Registration Statement No. 33-56032
(To Prospectus dated January 7, 1993 and
Prospectus Supplement dated January 8, 1993)
$500,000,000
GENERAL MILLS, INC.
MEDIUM-TERM NOTES, SERIES D
Principal amount: $20,000,000
Amount Payable at Maturity: Indexed Principal Amount (as
defined below)
Stated Maturity: September 27, 2000
Specified Currency: U.S. Dollars
Interest Payment Period and
Interest Rate Reset Period: N/A
Interest Payment Dates: N/A
Interest Period: N/A
Interest Reset Dates: N/A
Interest Determination Dates: N/A
Minimum Rate: N/A
Applicable Exchange Rate (if any): N/A
Issue price (as a percentage of
principal amount): 100%
Selling Agent's Commission (%): .02%
Agent's Fee: $4,000
Purchasing Agent's discount
or commission (%): N/A
Net proceeds to the Company: $19,996,000
Settlement date (original issue date): September 27, 1995
Redemption Commencement Date (if any): N/A
Redemption prices (if any): N/A
Calculation Agent: Bankers Trust Company
"N/A" as used herein means "Not Applicable." "A/S" as used
herein means "as stated in the Prospectus Supplement referred to
above."
The following description of the particular terms of the Notes
offered by this Pricing Supplement supplements, and to the extent
inconsistent therewith replaces, the descriptions of the general
terms and provisions of the Debt Securities and Notes set forth
in the accompanying Prospectus and Prospectus Supplement
(together, the "Prospectus") to which descriptions reference is
hereby made. Capitalized terms not otherwise defined herein
which are defined in the Prospectus have the meanings set forth
therein.
The Standard & Poor's 500 Composite Stock Price Index (the
"Index") is compiled and published by Standard & Poor's ("S&P").
"Standard & Poor's", "Standard & Poor's 500", "S&P500", "500" and
"S&P" are service marks of McGraw-Hill, Inc. and have been
licensed for use by an affiliate of BT Securities Corporation and
sublicensed to the Issuer.
The Notes are not sponsored, endorsed, sold or promoted by S&P,
and S&P makes no representation regarding the advisability of
investing in the Notes. S&P makes no representation, express or
implied, to any prospective purchaser of the Notes or any member
of the public regarding the advisability of investing in
securities generally or in the Notes particularly or the ability
of the Index to track general stock market performance. S&P's
only relationship to the Issuer is the licensing to an affiliate
of BT Securities Corporation (which has granted a sublicense to
the Issuer) of certain trademarks and trade names of S&P and of
the Index, which is determined, composed and calculated by S&P
without regard to Issuer or the Notes. S&P has no obligation or
liability in connection with the administration, marketing or
trading of the Notes. S&P is under no obligation to continue the
calculation and dissemination of the Index. The Issuer shall not
have any responsibility for the calculation and dissemination of
the Index or any errors or omissions therein.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
THE INDEX OR ANY DATA INCLUDED THEREIN, AND S&P SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.
S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE RESULTS TO
BE OBTAINED BY THE ISSUER, INVESTOR, HOLDER OF THIS NOTE, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDEX OR ANY DATA
INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF
THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
1. Payment Of Indexed Principal Amount
The Indexed Principal Amount will be payable on the Stated
Maturity; provided, however, that if any such payment date is not
a "Business Day" (as such term is defined in the accompanying
Prospectus Supplement), payment will be made on the next
succeeding Business Day.
2. Market Disruption Events
If the Calculation Agent determines that on a Valuation Date a
Market Disruption Event has occurred and is continuing, then the
level of the Index for that Valuation Date shall be set equal to
the official closing level of the Index announced by S&P for the
next Index Business Day (which is not itself a Valuation Date or
a day in which the closing level of the Index has previously been
used for another Valuation Date on which a Market Disruption
Event occurred (a "Substitute Valuation Date")) in which there is
no Market Disruption Event, provided that, notwithstanding
anything herein to the contrary, if there have not been five
Index Business Days on which a Market Disruption Event has not
occurred, beginning with the first Valuation Date and ending with
the fifth Index Business Day following the final Valuation Date,
the level of the Index for each Valuation Date for which no Index
level has been set will be determined, on the Index Business Day
immediately preceding the Stated Maturity, by the Calculation
Agent in a commercially reasonable manner.
3. Discontinuance or Modification of Index
(a) If the Index is not calculated and published by S&P
but is calculated and reported by another person or party
acceptable to the Calculation Agent (the "Third Party"), the
Indexed Principal Amount relating to this Note may
nevertheless be calculated by the Calculation Agent by
reference to the relevant closing level of the Index.
(b) If after the Settlement Date, S&P or the Third Party
makes a material change (in the opinion of the Calculation
Agent) in the formula or the method of calculating the Index,
the Calculation Agent shall, using the formula and method of
calculating the Index in effect immediately prior to such
change, make such calculations as may be required to
determine any Indexed Principal Amount.
(c) If, at any time, S&P or the Third Party should cease
calculation and dissemination of the Index, either
temporarily or permanently, and should not provide a
successor index, the Calculation Agent shall, using the
formula and method of calculating the Index in effect of the
date the Index was last so calculated (subject to paragraph
(b) above), make such calculations as shall be required to
determine any Indexed Principal Amount.
4. Correction of Index
If the level of the Index published on a given day and used
or to be used by the Calculation Agent to determine the
Index/m is subsequently corrected and the correction is
published by S&P or a successor sponsor prior to the Stated
Maturity, the Calculation Agent may adjust Index/m to reflect
that correction.
5. Definitions
"Index" means the S&P 500 Composite Stock Price Index
calculated by S&P.
"Index Business Day" means a day on which banking
institutions are open for business in New York that is (or
but for the occurrence of a Market Disruption Event would
have been) a trading day on each of the New York Stock
Exchange, the American Stock Exchange and the National
Association of Securities Dealers Automated Quotation
("NASDAQ") ("the Exchanges") and any other relevant exchanges
in options or futures contracts on the Index other than a day
on which trading on such exchanges is scheduled to close
prior to its regular weekday closing time.
"Indexed Principal Amount" means an amount in U.S. Dollars
calculated by the Calculation Agent equal to the sum of (a)
the Principal Amount and (b) an amount equal to the Principal
Amount multiplied by the Index Return. The Indexed Principal
Amount shall not be less than the Principal Amount.
"Index Return" means the greater of (i) zero and (ii)
positive number expressed as a percentage rate calculated by
the Calculation Agent on the Valuation Date in accordance
with the following formula:
( Index/m - Index/o )
( ----------------- ) x 123.5%
( Index/o )
where,
"Index/o" means 585.47; and
"Index/m" means the arithmetic mean of the closing levels of
the Index as announced by S&P on the Valuation Dates as
determined by the Calculation Agent.
"Market Disruption Event" means the occurrence or existence
on any Index Business Day during the one-half hour period
that ends at 4:30 p.m. (Eastern Standard Time) or such other
time at which the closing level of the Index on the Valuation
Date is published and announced by S&P of any suspension or
material limitation imposed on trading on (i) the Exchanges
in securities that comprise 20% or more of the level of the
Index or (ii) the Chicago Mercantile Exchange in futures
contract on the Index or (iii) the Chicago Board Options
Exchange in options contracts on the Index if, in the
determination of the Calculation Agent, such suspension or
limitation is material.
For purposes of determining whether a Market Disruption
Event exists at any time, if trading in a security included
in the Index is materially suspended or materially limited at
that time, then the relevant percentage contribution of that
security to the level of the Index shall be based on a
comparison of (i) the level of the Index attributable to that
security relative to (ii) the overall level of the Index, in
each case immediately before the material suspension or
limitation.
"U.S. Dollar" and "$" mean the lawful currency of the United
States of America.
"Valuation Date" means each of the tenth, ninth, eighth,
seventh and sixth Index Business Days prior to the Stated
Maturity.
6. United States Taxation
The following summary of certain United States Federal income
tax consequences of the purchase, ownership and disposition of
the Notes is based upon laws, regulations, rulings and decisions
now in effect (or, in the case of certain regulations, in
proposed form), all of which are subject to change (including
changes in effective dates) or possible differing
interpretations. The discussion below deals only with Notes held
as capital assets by U.S. Holders and does not purport to deal
with persons in special tax situations. It also does not deal
with holders other than original purchasers (except where
otherwise specifically noted).
PERSONS CONSIDERING THE PURCHASE OF THE NOTES SHOULD CONSULT
THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF UNITED
STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS
WELL AS ANY CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE NOTES ARISING UNDER THE LAWS OF ANY OTHER
TAXING JURISDICTION.
As used herein the term "U.S. Holder" means a beneficial owner
of a Note that is for United States Federal income tax purposes
(i) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any
political subdivision thereof, (ii) an estate or trust the income
of which is subject to United States Federal income taxation
regardless of its source, or (iii) any other person whose income
or gain in respect of a Note is effectively connected with the
conduct of a United States trade or business.
General
In December 1994, the Internal Revenue Service withdrew
proposed regulations under the original issue discount provisions
of the Internal Revenue Code of 1986, as amended (the "Code")
dealing with contingent payment debt obligations such as the
Notes and issued new proposed regulations. Under the new
proposed regulations, the issuer of a contingent payment
obligation would be required to construct a projected payment
schedule for the instrument upon which accruals of interest
expense and income would be determined. However, the new
proposed regulations are not currently in effect and are not
proposed to be effective for debt instruments, like the Notes,
issued before the proposed regulations are adopted as final.
Accordingly there are currently no regulations in effect or
proposed to be currently effective that specifically govern the
United States federal income tax treatment of the Notes.
Moreover, the new proposed regulations may be modified before
they are adopted, if ever, as final Treasury regulations. It is
not possible to predict the content of any such final Treasury
regulations or whether any such final Treasury Regulations might
apply to outstanding Notes.
U.S. Holders
Under general principles of current United States Federal
income tax law, payments of interest on a Note generally will be
taxable to a U.S. Holder as ordinary interest income at the time
such payments are accrued or are received (in accordance with the
U.S. Holder's regular method of tax accounting). Under this
analysis, a U.S. Holder that has not previously adopted an
inconsistent method of accounting for United States federal
income tax purposes will generally not be required to recognize
any income, gain or loss prior to the Stated Maturity Date or
earlier disposition of a Note. The amount payable at maturity
with respect to a Note in excess of the Principal Amount (the
"Additional Interest Amount"), if any, would be treated as
contingent interest and generally would be includable in income
by a U.S. Holder as ordinary interest on the date the amount
payable at maturity is accrued (i.e., determined) or when such
amount is received (in accordance with the U.S. Holder's regular
method of tax accounting).
Upon the sale, exchange or retirement of a Note, a U.S. Holder
generally would recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or
retirement and such U.S. Holder's tax basis in the Note. Such
gain or loss generally should be capital gain or loss and should
be long-term capital gain or loss if the Note were held by the
U.S. Holder for more than one year.
Other
Notes are not traded on any recognized or designated
investment exchange. Notes may not be suitable for some
individual investors, who should consult with their investment
advisors before purchasing.
As of the date of this Pricing Supplement, the aggregate
initial public offering price (or its equivalent in other
currencies) of the Debt Securities (as defined in the Prospectus)
which have been sold (including the Notes to which this Pricing
Supplement relates) is $437,900,000.
BT SECURITIES CORPORATION
NORTH CAROLINA
The Commissioner of Insurance of the State of North
Carolina has not approved or disapproved this offering nor has
the Commissioner passed upon the accuracy or adequacy of this
Prospectus.
