SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 28, 1996
GENERAL MILLS, INC.
(Exact Name of Registrant)
Delaware
(State of Incorporation)
No. 1-1185 No. 41-0274440
(Commission File Number) (IRS Employer Identification No.)
Number One General Mills Boulevard (Mail: P.O. Box 1113, Zip 55440)
Minneapolis, Minnesota 55426
(Address of principal executive office)
Registrant's Telephone No.: (612) 540-2311
<PAGE>
3. ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
1. Distribution Agreement dated February 28, 1996 between General
Mills, Inc. and Goldman, Sachs & Co., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Dillon, Read & Co. Inc.
and BT Securities Corporation.
4. Forms of Medium-Term Notes:
a) Indexed Medium-Term Note, Series E;
b) Medium-Term Floating Rate Note, Series E;
c) Medium-Term Fixed Rate Note, Series E; and
d) Medium-Term Fixed Rate Amortizing Note, Series E.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
GENERAL MILLS, INC.
By: /s/ Ivy S. Bernhardson
Ivy S. Bernhardson
Vice President, Assistant Secretary
Dated: February 28, 1996
EXHIBIT 1
GENERAL MILLS, INC.
$500,000,000
Medium-Term Notes, Series E
Distribution Agreement
February 28, 1996
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
New York, New York 10281
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
BT Securities Corporation
One Bankers Trust Plaza
31st Floor
130 Liberty Street
New York, New York 10006
Ladies and Gentlemen:
General Mills, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell from time to time its Medium-Term
Notes, Series E (the "Securities") in an aggregate offering price
of up to $500,000,000, or its equivalent in another currency or
composite currency, and agrees with each of you (individually, an
"Agent," and collectively, the "Agents") as set forth in this
Agreement.
Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Securities
directly on its own behalf, the Company hereby (i) appoints each
Agent as an agent of the Company for the purpose of soliciting
and receiving offers to purchase Securities from the Company
pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell
Securities directly to any Agent as principal, it will enter into
a separate agreement which may be oral, and confirmed in writing
by the applicable Agent (each a "Terms Agreement"), which may be
substantially in the form of Annex I hereto, relating to such
sale in accordance with Section 2(b) hereof.
This Distribution Agreement shall not be construed to create
either an obligation on the part of the Company to sell any
securities or an obligation of any of the Agents to purchase
Securities as principal.
The Securities will be issued under an indenture, dated as
of February 1, 1996 (the "Indenture"), between the Company and
First Trust of Illinois, National Association, as Trustee (the
"Trustee"). The Securities shall have the maturity ranges,
interest rates, if any, redemption provisions and other terms set
forth in the Prospectus referred to below as it may be amended or
supplemented from time to time. The Securities will be issued,
and the terms and rights thereof established, from time to time
by the Company in accordance with the Indenture.
1. The Company represents and warrants to, and agrees
with, each Agent that:
(a) Registration statements on Form S-3 (Registration
No. 333-00745 and No. 33-56032) in respect of a total of
U.S. $562,470,000 aggregate offering price of debt
securities of the Company, including the Securities, have
been filed under the Securities Act of 1933, as amended (the
"Act"), with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be
delivered to such Agent, excluding exhibits to such
registration statements but including all documents
incorporated by reference in the prospectuses included
therein, and such registration statements in such form have
been declared effective by the Commission and no stop order
suspending the effectiveness of either registration
statement has been issued and no proceeding for that purpose
has been initiated or to the knowledge of the Company
expressly threatened by the Commission (any preliminary
prospectus included in either registration statement being
hereinafter called a "Preliminary Prospectus"; the various
parts of each such registration statement, including all
exhibits thereto and the documents incorporated by reference
in the prospectus contained in such registration statement
at the time such part of such registration statement became
effective but excluding Form T-1, each as amended at the
time such part of such registration statement became
effective, being hereinafter collectively called the
"Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the
Securities, in the form in which it has most recently been
filed with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any
reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be;
any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus, including any
supplement to the Prospectus that sets forth only the terms
of a particular issue of the Securities (a "Pricing
Supplement"), shall be deemed to refer to and include any
documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated therein by reference; and any
reference to the Prospectus as amended or supplemented shall
be deemed to refer to and include the Prospectus as amended
or supplemented (including any applicable Pricing Supplement
filed in accordance with Section 4(a) hereof) in relation to
Securities sold pursuant to this Agreement, in the form
filed or transmitted for filing with the Commission pursuant
to Rule 424(b) under the Act and in accordance with Section
4(a) hereof, including any documents incorporated by
reference therein as of the date of such filing);
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with
the Commission, as the case may be, conformed in all
material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
any further documents so filed and incorporated by reference
in the Prospectus, or any amendment or supplement thereto,
when such documents become effective or are filed with the
Commission (and as of the date of each acceptance referred
to in Section 4(g) hereof), as the case may be, will conform
in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that this representation and warranty
shall not apply to the Statement of Eligibility of the
Trustee on Form T-1 or to any statements or omissions made
in reliance upon and in conformity with information
furnished in writing to the Company by any Agent expressly
for use in the Prospectus as amended or supplemented to
relate to a particular issuance of Securities;
(c) The Registration Statement and the Prospectus
conform, and any amendments or supplements thereto will
conform, in all material respects to the requirements of the
Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the
Commission thereunder and do not and will not, as of the
applicable effective date in case of the Registration
Statement and any amendment thereto and as of the applicable
filing date in the case of the Prospectus and any amendment
or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading; provided, however, that this
representation and warranty shall not apply to the Statement
of Eligibility of the Trustee on Form T-1 or to any
statements or omissions made in reliance upon and in
conformity with information furnished in writing to the
Company by any Agent expressly for use in the Prospectus as
amended or supplemented to relate to a particular issuance
of Securities;
(d) The Company and its material subsidiaries, taken
as a whole, have not sustained since the date of the latest
audited financial statements included or incorporated by
reference in the Prospectus any material loss or
interference with their business, taken as a whole, from
fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree, other than as set
forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not
been any decrease in the capital stock (except as a result
of repurchases of shares of common stock pursuant to the
Company's publicly announced stock repurchase program) or
increase in the principal amount of long-term debt of the
Company in excess of $50 million or any material adverse
change, or any development which the Company has reasonable
cause to believe will involve a material adverse change, in
the consolidated financial position, stockholders' equity or
results of operations of the Company and its material
subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus;
(e) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of Delaware, with power and authority (corporate and
other) to own its properties and conduct its business as
described in the Prospectus and has been duly qualified as a
foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction
in which it owns or leases properties so as to require such
qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in
any such jurisdiction;
(f) The Company has authorized capital stock as set
forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable
and all of the issued shares of capital stock of each
material subsidiary of the Company have been duly and
validly authorized and issued, are fully paid and
non-assessable and all such shares owned directly or
indirectly by the Company are owned free and clear of all
liens, encumbrances, equities or claims;
(g) The Securities have been duly authorized, and,
when issued and delivered pursuant to this Agreement and any
Terms Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture, which
will be substantially in the form filed as an exhibit to the
Registration Statement; the Indenture has been duly
authorized by the Company and qualified under the Trust
Indenture Act and constitutes a valid and legally binding
instrument of the Company, enforceable against the Company
in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors'
rights and to general equity principles; the Indenture
conforms, and the Securities of any particular issuance of
Securities will conform, in all material respects to the
descriptions thereof contained in the Prospectus as amended
or supplemented to relate to such issuance of Securities;
and this Agreement and any applicable Terms Agreement have
been duly authorized, executed and delivered by the Company;
(h) The issue and sale of the Securities and the
compliance by the Company with all of the provisions of the
Securities, the Indenture, this Agreement and any Terms
Agreement, and the consummation of the transactions herein
and therein contemplated will not conflict with or result in
a breach of any of the material terms or provisions of, or
constitute a default under, any material indenture,
mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any of its material
subsidiaries is a party or by which the Company or any of
its material subsidiaries is bound or to which any of the
property or assets of the Company or any of its material
subsidiaries is subject, nor will such action result in any
violation of the provisions of the Restated Certificate of
Incorporation or the By-Laws of the Company or any statute
or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the
Company or any of its material subsidiaries or any of their
properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body is required for the solicitation
of offers to purchase Securities, the issue and sale of the
Securities or the consummation by the Company of the
transactions contemplated by this Agreement, any Terms
Agreement or the Indenture, except such as have been, or
will have been prior to the Commencement Date (as defined in
Section 3 hereof), obtained under the Act or the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under
securities or Blue Sky laws of any state or foreign
jurisdiction in connection with the solicitation by such
Agent of offers to purchase Securities from the Company and
with purchases of Securities by such Agent as principal, as
the case may be, in each case in the manner contemplated
hereby;
(i) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its material
subsidiaries is a party or of which any property of the
Company or any of its material subsidiaries is the subject
which would reasonably be expected to individually or in the
aggregate have a material adverse effect on the consolidated
financial position, stockholders' equity or results of
operations of the Company and its consolidated subsidiaries;
and, to the best of the Company's knowledge, no such
proceedings are expressly threatened or contemplated by
governmental authorities or expressly threatened by others;
(j) To the best of the Company's knowledge, KPMG Peat
Marwick LLP, who have certified certain financial statements
of the Company and its consolidated subsidiaries, are
independent public accountants as required by the Act and
the rules and regulations of the Commission thereunder; and
(k) Immediately after any sale of Securities by the
Company hereunder or under any Terms Agreement, the
aggregate amount of Securities which shall have been issued
and sold by the Company hereunder or under any Terms
Agreement and of any debt securities of the Company (other
than such Securities) that shall have been issued and sold
pursuant to the Registration Statement will not exceed the
amount of debt securities registered under the Registration
Statement.
2. (a) On the basis of the representations and
warranties, and subject to the terms and conditions herein
set forth, each of the Agents hereby severally and not
jointly agrees, as agent of the Company, to use its
reasonable efforts to solicit and receive offers to purchase
the Securities from the Company upon the terms and
conditions set forth in the Prospectus as amended or
supplemented from time to time. The Company reserves the
right to offer Securities for sale otherwise than to or
through an Agent; provided, however, that so long as this
Agreement is in effect the Company will not appoint any
other agent for the purpose of soliciting purchases of the
Securities on a continuous basis. It is understood,
however, that if from time to time the Company is approached
by a prospective agent offering to solicit a specific
purchase of Securities, the Company may engage such agent
with respect to such specific purchase, provided that the
Agents are given notice of such purchase promptly, including
the terms thereof and a copy of any agreement setting forth
the terms of engagement of such agent by the Company, in
each case after the purchase is agreed to. Each such agent
is acting in connection with the Securities individually and
not collectively or jointly with the Agents. So long as
this Agreement shall remain in effect with respect to any
Agent, the Company shall not, without the consent of such
Agent, solicit or accept offers to purchase, or sell, any
debt securities with a maturity at the time of original
issuance of 9 months or more except (i) pursuant to or as
contemplated by this Agreement or any Terms Agreement, (ii)
pursuant to a private placement not constituting a public
offering under the Act or (iii) in connection with a firm
commitment underwriting pursuant to an underwriting
agreement that does not provide for a continuous offering of
medium-term debt securities. However, the Company reserves
the right to sell, and may solicit and accept offers to
purchase, Securities directly on its own behalf, and, in the
case of any such sale not resulting from a solicitation made
by any Agent, no commission will be payable with respect to
such sale. These provisions shall not limit Section 4(f)
hereof or any similar provision included in any Terms
Agreement.
Procedural details relating to the issue and delivery
of Securities, the solicitation of offers to purchase
Securities and the payment in each case therefor shall be as
set forth in the Administrative Procedure attached hereto as
Annex II as it may be amended from time to time by written
agreement between the Agents and the Company (the
"Administrative Procedure"). The provisions of the
Administrative Procedure shall apply to all transactions
contemplated hereunder other than those made pursuant to a
Terms Agreement. Each Agent and the Company agree to
perform the respective duties and obligations specifically
provided to be performed by each of them in the
Administrative Procedure. The Company will furnish to the
Trustee a copy of the Administrative Procedure as from time
to time in effect.
The Company reserves the right, in its sole discretion,
to instruct the Agents to suspend at any time, for any
period of time or permanently, the solicitation of offers to
purchase the Securities. Upon receipt of notice from the
Company, the Agents will forthwith suspend solicitation of
offers to purchase Securities from the Company until such
time as the Company has advised the Agents that such
solicitation may be resumed. During such period, the
Company shall not be required to comply with the provisions
of Sections 4(i), 4(j) and 4(k). Upon advising the Agents
that such solicitation may be resumed, however, the Company
shall simultaneously provide the documents required to be
delivered by Sections 4(i), 4(j) and 4(k), and the Agents
shall have no obligation to solicit offers to purchase the
Securities until such documents have been received by the
Agents. In addition, any failure by the Company to comply
with its obligations hereunder, including without limitation
its obligations to deliver the documents required by
Sections 4(i), 4(j) and 4(k), shall automatically terminate
the Agents' obligations hereunder, including without
limitation its obligations to solicit offers to purchase the
Securities hereunder as agent or to purchase Securities
hereunder as principal.
The Company agrees to pay each Agent a commission, at
the time of settlement of any sale of a Security by the
Company as a result of a solicitation made by such Agent, in
an amount equal to the following applicable percentage of
the principal amount of such Security sold:
Commission (percentage of
aggregate principal amount
Range of Maturities of Securities sold)
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years to 30 years .750%
From more than 30 years to
less than 50 years .875%
50 years and more 1.000%
(b) Each sale of Securities to any Agent as principal
shall be made in accordance with the terms of this Agreement
and (unless the Company and such Agent shall otherwise
agree) a Terms Agreement that will provide for the sale of
such Securities to and the purchase thereof by such Agent.
A Terms Agreement may also specify certain provisions
relating to the reoffering of such Securities by such Agent.
The commitment of any Agent to purchase Securities as
principal, whether pursuant to a Terms Agreement or
otherwise, shall be deemed to have been made on the basis of
the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the
principal amount of Securities to be purchased by any Agent
pursuant thereto, the price to be paid to the Company for
such Securities, any provisions relating to rights of, and
default by, underwriters acting together with such Agent in
the reoffering of the Securities and the time and date and
place of delivery of and payment for such Securities. Such
Terms Agreement shall also specify any requirements for
opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof. The Agents may
engage the services of any other broker or dealer in
connection with the resale of the Notes purchased by them as
principal and may allow all or any portion of the discount
received in connection with such purchases from the Company
to be retained by such brokers and dealers.
For each sale of Securities to an Agent as principal
that is not made pursuant to a Terms Agreement, the
procedural details relating to the issue and delivery of
such Securities and payment therefor shall be as set forth
in the Administrative Procedure. For each such sale of
Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the Company agrees to pay
such Agent a commission (or grant an equivalent discount) as
provided in Section 2(a) hereof and in accordance with the
schedule set forth therein.
Each time and date of delivery of and payment for
Securities to be purchased by an Agent as principal, whether
set forth in a Terms Agreement or in accordance with the
Administrative Procedure, is referred to herein as a "Time
of Delivery."
(c) Each Agent agrees, with respect to any Security
denominated in a currency other than U.S. dollars, as agent,
directly or indirectly, not to solicit offers to purchase,
and as principal under any Terms Agreement or otherwise,
directly or indirectly, not to offer, sell or deliver, such
Security in, or to residents of, the country issuing such
currency (or, if such Security is denominated in a composite
currency, in any country issuing a currency comprising a
portion of such composite currency), except as permitted by
applicable law.
3. The documents required to be delivered pursuant to
Section 6 hereof on the Commencement Date (as defined below)
shall be delivered to the Agents at the offices of Goldman, Sachs
& Co., 85 Broad Street, New York, New York, at 11:00 a.m., New
York City time, on the date of this Agreement, which date and
time of such delivery may be postponed by agreement between the
Agents and the Company but in no event shall be later than the
day prior to the date on which solicitation of offers to purchase
Securities is commenced or on which any Terms Agreement is
executed (such time and date being referred to herein as the
"Commencement Date").
4. The Company covenants and agrees with each Agent:
(a) (i) To make no amendment or supplement to the
Registration Statement or the Prospectus (A) prior to the
Commencement Date to which any Agent shall reasonably object
promptly after reasonable notice thereof or (B) after the
date of any Terms Agreement or other agreement by an Agent
to purchase Securities as principal and prior to the related
Time of Delivery to which any Agent party to such Terms
Agreement or so purchasing as principal shall reasonably
object promptly after reasonable notice thereof; (ii) to
prepare, with respect to any Securities to be sold through
or to such Agent pursuant to this Agreement, a Pricing
Supplement with respect to such Securities in a form
previously approved by such Agent and to file such Pricing
Supplement pursuant to Rule 424(b) under the Act not later
than the close of business of the Commission on the fifth
business day after the date on which such Pricing Supplement
is first used; (iii) to make no amendment or supplement to
the Registration Statement or Prospectus (other than any
Pricing Supplement, any supplement relating to an offering
of securities other than the Securities, or any periodic
report filed pursuant to the Exchange Act and incorporated
by reference in the Prospectus) at any time prior to having
afforded each Agent a reasonable opportunity to review and
comment on it; (iv) to file promptly all reports and any
definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with
the offering or sale of the Securities, and during such same
period to advise such Agent, promptly after the Company
receives notice thereof, of the time when any amendment to
the Registration Statement has been filed or has become
effective or any supplement to the Prospectus or any amended
Prospectus (other than any Pricing Supplement that relates
to Securities not purchased through or by such Agent) has
been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the
Securities, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the
amendment or supplement of the Registration Statement or
Prospectus or for additional information; and (v) in the
event of the issuance of any such stop order or of any such
order preventing or suspending the use of any such
prospectus or suspending any such qualification at any time
when an Agent has purchased Securities from the Company
hereunder as principal that it has not yet resold, to use
promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as
such Agent reasonably may request to qualify the Securities
for offering and sale under the securities laws of such
jurisdictions as such Agent may request and to comply with
such laws so as to permit the continuance of sales and
dealings therein for as long as may be necessary to complete
the distribution or sale of the Securities; provided,
however, that in connection therewith the Company shall not
be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
(c) To furnish such Agent with copies of the
Registration Statement and each amendment thereto, with
copies of the Prospectus as each time amended or
supplemented, other than any Pricing Supplement (except as
provided in the Administrative Procedure), in the form in
which it is filed with the Commission pursuant to Rule 424
under the Act, and with copies of the documents incorporated
by reference therein, all in such quantities as such Agent
may reasonably request from time to time; and, if the
delivery of a prospectus is required at any time in
connection with the offering or sale of the Securities
(including Securities purchased from the Company by such
Agent as principal) and if at such time any event shall have
occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any
other reason it shall be necessary during such same period
to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act
or the Trust Indenture Act, to notify such Agent and request
such Agent, in its capacity as agent of the Company, to
suspend solicitation of offers to purchase Securities from
the Company (and, if so notified, such Agent shall cease
such solicitations forthwith); and if the Company shall
decide to amend or supplement the Registration Statement or
the Prospectus as then amended or supplemented, to so advise
such Agent promptly by telephone (with confirmation in
writing) and to prepare and cause to be filed promptly with
the Commission an amendment or supplement to the
Registration Statement or the Prospectus as then amended or
supplemented that will correct such statement or omission or
effect such compliance; provided, however, that if during
such same period such Agent continues to own Securities
purchased from the Company by such Agent as principal or
such Agent is otherwise required to deliver a prospectus in
respect of transactions in the Securities, the Company shall
promptly prepare and file with the Commission such an
amendment or supplement;
(d) To make generally available to its securityholders
as soon as practicable, but in any event not later than
eighteen months after (i) the effective date of the
Registration Statement, (ii) the effective date of each
post-effective amendment to the Registration Statement, and
(iii) the date of each filing by the Company with the
Commission of an Annual Report on Form 10-K that is
incorporated by reference in the Registration Statement, an
earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of
the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule
158);
(e) During the period this Agreement is in effect with
respect to any Agent, to furnish to such Agent copies of all
reports or other communications (financial or other)
furnished to stockholders, and deliver to such Agent (i) as
soon as they are available, copies of any reports and
financial statements filed with the Commission or any
national securities exchange on which any class of
securities of the Company is listed (except registration
statements filed with the Commission on Form S-8 and reports
of the Company' employee benefit plans filed with the
Commission on Form 11-K); and (ii) such additional
information concerning the business and financial condition
of the Company as such Agent may from time to time
reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company
and its subsidiaries are consolidated in reports furnished
to its stockholders generally or to the Commission);
(f) That, from the date of any Terms Agreement with
such Agent or other agreement by such Agent to purchase
Securities as principal and continuing to and including the
later of (i) the termination of trading restrictions for the
Securities purchased thereunder, as notified to the Company
by such Agent and (ii) the related Time of Delivery, the
Company will not, without the prior written consent of such
Agent, offer, sell, contract to sell or otherwise dispose of
any debt securities of the Company which both mature more
than 9 months after such Time of Delivery and have terms
which are substantially similar to the Securities which are
the subject of such Terms Agreement or other agreement;
(g) That each acceptance by the Company of an offer to
purchase Securities hereunder (including any purchase by
such Agent as principal not pursuant to a Terms Agreement),
and each execution and delivery by the Company of a Terms
Agreement with such Agent, shall be deemed to be an
affirmation to such Agent that the representations and
warranties of the Company contained in or made pursuant to
this Agreement are true and correct as of the date of such
acceptance or of such Terms Agreement, as the case may be,
as though made at and as of such date, and an undertaking
that such representations and warranties will be true and
correct as of the settlement date for the Securities
relating to such acceptance or as of the Time of Delivery
relating to such sale, as the case may be, as though made at
and as of such date (except that such representations and
warranties shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented
relating to such Securities);
(h) That each time the Company sells Securities to
such Agent as principal pursuant to a Terms Agreement and
such Terms Agreement specifies the delivery of an opinion or
opinions by Sullivan & Cromwell, counsel to the Agents, as a
condition to the purchase of Securities pursuant to such
Terms Agreement, the Company shall furnish to such counsel
such papers and information as they may reasonably request
to enable them to furnish to such Agent the opinion or
opinions referred to in Section 6(b) hereof;
(i) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the
Act or the Exchange Act is incorporated by reference into
the Prospectus and each time the Company sells Securities to
such Agent as principal pursuant to a Terms Agreement and
such Terms Agreement specifies the delivery of an opinion
under this Section 4(i) as a condition to the purchase of
Securities pursuant to such Terms Agreement, the Company
shall furnish or cause to be furnished forthwith to such
Agent a written opinion of the General Counsel of the
Company, or other counsel for the Company satisfactory to
such Agent, dated the date of such amendment, supplement,
incorporation or Time of Delivery relating to such sale, as
the case may be, in form satisfactory to such Agent, to the
effect that such Agent may rely on the opinion of such
counsel referred to in Section 6(c) hereof which was last
furnished to such Agent to the same extent as though it were
dated the date of such letter authorizing reliance (except
that the statements in such last opinion shall be deemed to
relate to the Registration Statement and the Prospectus as
amended and supplemented to such date) or, in lieu of such
opinion, an opinion of the same tenor as the opinion of such
counsel referred to in Section 6(c) hereof but modified to
relate to the Registration Statement and the Prospectus as
amended and supplemented to such date;
(j) That each time the Registration Statement or the
Prospectus shall be amended or supplemented and each time
that a document filed under the Act or the Exchange Act is
incorporated by reference into the Prospectus, in either
case to set forth financial information included in or
derived from the Company's consolidated financial statements
or accounting records, and each time the Company sells
Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of
a letter under this Section 4(j) as a condition to the
purchase of Securities pursuant to such Terms Agreement, the
Company shall cause the independent certified public
accountants who have certified the financial statements of
the Company and its subsidiaries included or incorporated by
reference in the Registration Statement forthwith to furnish
such Agent a letter, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to
such sale, as the case may be, in form satisfactory to such
Agent, of the same tenor as the letter referred to in
Section 6(d) hereof but modified to relate to the
Registration Statement and the Prospectus as amended or
supplemented to the date of such letter, with such changes
as may be necessary to reflect changes in the financial
statements and other information derived from the accounting
records of the Company, to the extent such financial
statements and other information are available as of a date
not more than five business days prior to the date of such
letter; provided, however, that, with respect to any
financial information or other matter, such letter may
reconfirm as true and correct at such date as though made at
and as of such date, rather than repeat, statements with
respect to such financial information or other matter made
in the letter referred to in Section 6(d) hereof which was
last furnished to such Agent;
(k) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a
Pricing Supplement), each time a document filed under the
Act or the Exchange Act is incorporated by reference into
the Prospectus, and each time the Company sells Securities
to an Agent as principal pursuant to a Terms Agreement and
the applicable Terms Agreement specifies the delivery of a
certificate under this Section 4(k) as a condition to the
purchase of Securities pursuant to such Terms Agreement, the
Company shall furnish or cause to be furnished forthwith to
such Agent a certificate, dated the date of such supplement,
amendment, incorporation or Time of Delivery relating to
such sale, as the case may be, in such form and executed by
such officers of the Company as shall be satisfactory to
such Agent, to the effect that the statements contained in
the certificate referred to in Section 6(g) hereof which was
last furnished to such Agent are true and correct at such
date as though made at and as of such date (except that such
statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, certificates of
the same tenor as the certificates referred to in said
Section 6(g) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to
such date; and
(l) To offer to any person who has agreed to purchase
Securities as the result of an offer to purchase solicited
by such Agent the right to refuse to purchase and pay for
such Securities if, on the related settlement date fixed
pursuant to the Administrative Procedure, any condition set
forth in Section 6(a), 6(e) or 6(f) hereof shall not have
been satisfied (it being understood that the judgment of
such person with respect to the impracticability or
inadvisability of such purchase of Securities shall be
substituted, for purposes of this Section 4(l), for the
respective judgments of an Agent with respect to certain
matters referred to in such Sections 6(a), 6(e) and 6(f),
and that such Agent shall have no duty or obligation
whatsoever to exercise the judgment permitted under such
Sections 6(a), 6(e) and 6(f) on behalf of any such person).
5. The Company covenants and agrees with each Agent that
the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities
under the Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement,
any Preliminary Prospectus, the Prospectus and any Pricing
Supplements and all other amendments and supplements thereto and
the mailing and delivering of copies thereof to such Agent; (ii)
the reasonable fees and expenses of counsel for the Agents in
connection with the establishment of the program contemplated
hereby, any opinions to be rendered by such counsel hereunder and
the transactions contemplated hereunder; (iii) the cost of
printing, preparing by word processor or reproducing this
Agreement, any Terms Agreement, any Indenture, any Blue Sky and
Legal Investment Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities;
(iv) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as
provided in Section 4(b) hereof, including the fees and
disbursements of counsel for the Agents in connection with such
qualification and in connection with the Blue Sky and Legal
Investment Surveys; (v) any fees charged by securities rating
services for rating the Securities; (vi) any filing fees incident
to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vii)
the cost of preparing the Securities; (viii) the fees and
expenses of any Trustee and any agent of any Trustee and any
transfer or paying agent of the Company and the fees and
disbursements of counsel for any Trustee or such agent in
connection with any Indenture and the Securities; (ix) any
advertising expenses connected with the solicitation of offers to
purchase and the sale of Securities so long as such advertising
expenses have been approved in advance by the Company; and (x)
all other costs and expenses incident to the performance of the
Company's obligations hereunder which are not otherwise
specifically provided for in this Section. Except as provided in
Sections 7 and 8 hereof, each Agent shall pay all other expenses
it incurs.
6. The obligation of any Agent, as agent of the Company,
at any time ("Solicitation Time") to solicit offers to purchase
the Securities and the obligation of any Agent to purchase
Securities as principal, pursuant to any Terms Agreement or
otherwise, shall in each case be subject, in such Agent's
discretion, to the condition that all representations and
warranties and other statements of the Company herein (and, in
the case of an obligation of an Agent under a Terms Agreement, in
or incorporated in such Terms Agreement by reference) are true
and correct at and as of the Commencement Date and any applicable
date referred to in Section 4(k) hereof that is prior to such
Solicitation Time or Time of Delivery, as the case may be, and at
and as of such Solicitation Time or Time of Delivery, as the case
may be, the condition that prior to such Solicitation Time or
Time of Delivery, as the case may be, the Company shall have
performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) (i) With respect to any Securities sold at or
prior to such Solicitation Time or Time of Delivery, as the
case may be, the Prospectus as amended or supplemented
(including the Pricing Supplement) with respect to such
Securities shall have been filed with the Commission
pursuant to Rule 424(b) under the Act within the applicable
time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section
4(a) hereof; (ii) no stop order suspending the effectiveness
of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or
expressly threatened by the Commission; and (iii) all
requests for additional information on the part of the
Commission shall have been complied with to the reasonable
satisfaction of such Agent;
(b) Sullivan & Cromwell, counsel to the Agents, shall
have furnished to such Agent (i) such opinion or opinions,
dated the Commencement Date, with respect to the
incorporation of the Company, the validity of the Indenture,
the Securities, the Registration Statement, the Prospectus
as amended or supplemented and other related matters as such
Agent may reasonably request, and (ii) if and to the extent
requested by such Agent, with respect to each applicable
date referred to in Section 4(h) hereof that is on or prior
to such Solicitation Time or Time of Delivery, as the case
may be, an opinion or opinions, dated such applicable date,
to the effect that such Agent may rely on the opinion or
opinions which were last furnished to such Agent pursuant to
this Section 6(b) to the same extent as though it or they
were dated the date of such letter authorizing reliance
(except that the statements in such last opinion or opinions
shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date) or,
in any case, in lieu of such an opinion or opinions, an
opinion or opinions of the same tenor as the opinion or
opinions referred to in clause (i) but modified to relate to
the Registration Statement and the Prospectus as amended and
supplemented to such date; and in each case such counsel
shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) The General Counsel of the Company, or other
counsel for the Company satisfactory to such Agent, shall
have furnished to such Agent his, her or their written
opinion, dated the Commencement Date and each applicable
date referred to in Section 4(i) hereof that is on or prior
to such Solicitation Time or Time of Delivery, as the case
may be, in form and substance satisfactory to such Agent, to
the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and
other) to own its properties and conduct its business
as described in the Prospectus as amended or
supplemented;
(ii) The Company has authorized capital stock as set
forth in the Prospectus as amended or supplemented and
all of the issued shares of capital stock of the
Company have been duly and validly authorized and
issued and are fully paid and non-assessable;
(iii) To the best of such counsel's knowledge and
other than as set forth or contemplated in the
Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of its
consolidated subsidiaries is a party or to which any
property of the Company or any of its consolidated
subsidiaries is the subject which would reasonably be
expected to individually or in the aggregate have a
material adverse effect on the consolidated financial
position, stockholders' equity or results of operations
of the Company and its consolidated subsidiaries; and,
to the best of such counsel's knowledge, no such
proceedings are expressly threatened or contemplated by
governmental authorities or expressly threatened by
others;
(iv) This Agreement and any applicable Terms Agreement
have been duly authorized, executed and delivered by
the Company;
(v) The Securities have been duly authorized and, when
duly executed, authenticated, issued and delivered by
the Company, will constitute valid and legally binding
obligations of the Company entitled to the benefits
provided by the Indenture; and the Indenture conforms
and the Securities will conform in all material
respects to the descriptions thereof in the Prospectus
as amended or supplemented;
(vi) The Indenture has been duly authorized, executed
and delivered by the Company and, assuming due
authorization, execution and delivery by the Trustee,
constitutes a valid and legally binding instrument of
the Company, enforceable against the Company in
accordance with its terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and
the Indenture has been duly qualified under the Trust
Indenture Act;
(vii) The issue and sale of the Securities, the
compliance by the Company with all of the provisions of
the Securities, the Indenture, this Agreement and any
applicable Terms Agreement and the consummation of the
transactions herein and therein contemplated will not
conflict with or result in a breach of any of the
material terms or provisions of, or constitute a
default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company
or any of its consolidated subsidiaries is a party or
by which the Company or any of its consolidated
subsidiaries is bound or to which any of the property
or assets of the Company or any of its consolidated
subsidiaries is subject, nor will such action result in
any violation of the provisions of the Restated
Certificate of Incorporation, as amended, of the
Company or the By-Laws of the Company or any statute or
any order, rule or regulation known to such counsel of
any court or governmental agency or body having
jurisdiction over the Company or any of its
consolidated subsidiaries or any of their material
properties;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body is required for the
solicitation of offers to purchase Securities, the
issue and sale of the Securities or the consummation by
the Company of the other transactions contemplated by
this Agreement, any applicable Terms Agreement, or the
Indenture, except such as have been obtained under the
Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or
qualifications as may be required under securities or
Blue Sky laws of any state or foreign jurisdiction in
connection with the solicitation by the Agents of
offers to purchase Securities from the Company and with
purchases of Securities by an Agent as principal, as
the case may be, in each case in the manner
contemplated hereby;
(ix) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the
financial statements and financial data and related
schedules therein, as to which such counsel need
express no opinion), when they became effective or were
filed with the Commission, as the case may be, complied
as to form in all material respects with the
requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the
Commission thereunder; and such counsel has no reason
to believe that any of such documents, when they became
effective or were so filed, as the case may be,
contained, in the case of a registration statement
which became effective under the Act, an untrue
statement of a material fact or omitted to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, or, in the case of other documents which
were filed under the Act or the Exchange Act with the
Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in order to
make the statements therein, in the light of the
circumstances under which they were made when such
documents were so filed, not misleading; and
(x) The Registration Statement and the Prospectus as
amended and supplemented and any further amendments and
supplements thereto made by the Company prior to the
date of such opinion (other than the financial
statements and financial data and related schedules
therein, as to which such counsel need express no
opinion) comply as to form in all material respects
with the requirements of the Act and the Trust
Indenture Act and the rules and regulations thereunder;
although such counsel does not assume any
responsibility for the accruacy, completeness or
fairness of the statements contained in the
Registration Statement or the Prospectus, except for
those referred to in the opinion in subsection (v) of
this Section 6(c), such counsel has no reason to
believe that, as of its effective date, the
Registration Statement or any amendment or supplement
thereto made by the Company prior to the date of such
opinion (other than the financial statements and
financial data and related schedules therein, as to
which such counsel need express no opinion) contained
an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading
or that, as of the date of such opinion, the Prospectus
as amended or supplemented (other than the financial
statements and financial data and related schedules
therein, as to which such counsel need express no
opinion) contains an untrue statement of a material
fact or omits to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading; and such counsel does not know
of any amendment to the Registration Statement required
to be filed or any contracts or other documents of a
character required to be filed as an exhibit to the
Registration Statement or required to be incorporated
by reference into the Prospectus as amended or
supplemented or required to be described in the
Registration Statement or the Prospectus as amended or
supplemented which are not filed or incorporated by
reference or described as required.
(d) Not later than 10:00 a.m., New York City time, on
the Commencement Date and on each applicable date referred
to in Section 4(j) hereof that is on or prior to such
Solicitation Time or Time of Delivery, as the case may be,
the independent certified public accountants who have
certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to such Agent a
letter, dated the Commencement Date or such applicable date,
as the case may be, in form and substance satisfactory to
such Agent, to the effect set forth in Annex III hereto;
(e) (i) The Company and its material subsidiaries,
taken as a whole, shall not have sustained since the date of
the latest audited financial statements included or
incorporated by reference in the Prospectus, as amended or
supplemented, any loss or interference with their business,
taken as a whole, from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or
decree, otherthan as set forth or contemplated in the
Prospectus as amended or supplemented and (ii) since the
respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have
been any decrease in the capital stock (except as a result
of repurchases of shares of common stock pursuant to the
Company's publicly announced stock repurchase program) or
increases in long-term debt of the Company or any of its
subsidiaries in excess of $50 million or any material
adverse change, or any development which is reasonably
likely to involve a material adverse change, in the
consolidated financial position, stockholders' equity or
results of operations of the Company and its material
subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus as amended or
supplemented, the effect of which, in any such case
described in clause (i) or (ii), is in the reasonable
judgment of such Agent so material and adverse as to make it
impracticable or inadvisable to proceed with the
solicitation by such Agent of offers to purchase Securities
from the Company or the purchase by such Agent of Securities
from the Company as principal, as the case may be, on the
terms and in the manner contemplated in the Prospectus as
amended or supplemented;
(f) There shall not have occurred any of the
following: (i) a material suspension or material limitation
in trading in securities generally or in trading in
securities of the Company on the New York Stock Exchange;
(ii) a general moratorium on commercial banking activities
in New York declared by either Federal or New York State
authorities; (iii) the outbreak or escalation of hostilities
directly involving the United States or the declaration by
the United States of a national emergency or war, if the
effect of any such event specified in this clause (iii) in
the reasonable judgment of such Agent makes it impracticable
or inadvisable to proceed with the solicitation of offers to
purchase Securities or the purchase of Securities from the
Company as principal, pursuant to the applicable Terms
Agreement or otherwise, as the case may be, on the terms and
in the manner contemplated in the Prospectus as amended or
supplemented; or (iv) any downgrading in the rating accorded
the Company's long-term debt securities by any "nationally
recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2)
under the Act or a public announcement by any such
organization that it has under surveillance or review, with
possible negative implications, its rating of any such debt
securities; and
(g) The Company shall have furnished or caused to be
furnished to such Agent certificates of officers of the
Company dated the Commencement Date and each applicable date
referred to in Section 4(k) hereof that is on or prior to
such Solicitation Time or Time of Delivery, as the case may
be, in such form and executed by such officers of the
Company as shall be satisfactory to such Agent, as to the
accuracy of the representations and warranties of the
Company herein at and as of the Commencement Date or such
applicable date, as the case may be, as to the performance
by the Company of all of its obligations hereunder to be
performed at or prior to the Commencement Date or such
applicable date, as the case may be, as to the matters set
forth in subsections (a) and (e) of this Section 6, and as
to such other matters as such Agent may reasonably request.
7. (a) The Company will indemnify and hold harmless each
Agent against any losses, claims, damages or liabilities,
joint or several, to which such Agent may become subject,
under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the
Prospectus, the Prospectus as amended or supplemented or any
other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will
reimburse such Agent for any legal or other out of pocket
expenses reasonably incurred by it in connection with
investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company
shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other
prospectus relating to the Securities, or any such amendment
or supplement, in reliance upon and in conformity with
written information furnished to the Company by such Agent
expressly for use therein; and provided, further, that the
foregoing indemnity with respect to any Preliminary
Prospectuses shall not inure to the benefit of any Agent (or
to the benefit of any person controlling such Agent) from
whom the person asserting any such losses, claims, damages
or liabilities purchased Securities if such untrue statement
or omission or alleged untrue statement or omission made in
any Preliminary Prospectus is eliminated or remedied in the
Prospectus which is required to be delivered pursuant to the
Act and a factual determination has been made that a copy of
the Prospectus (excluding documents incorporated by
reference) has not been sent or delivered to such person at
or prior to the written confirmation of the sale of such
Securities to such person.
(b) Each Agent will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities
to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other
prospectus relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, the Registration
Statement, the Prospectus, the Prospectus as amended or
supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance
upon and in conformity with written information furnished to
the Company by such Agent expressly for use therein; and
will reimburse the Company for any legal or other out of
pocket expenses reasonably incurred by the Company in
connection with investigating or defending any such action
or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the
commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any
indemnified party otherwise than under such subsection. In
case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other
counsel or any other out of pocket expenses, in each case
subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this
Section 7 is unavailable to or insufficient to hold harmless
an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the
one hand and each Agent on the other from the offering of
the Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if
the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party
shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the
relative fault of the Company on the one hand and each Agent
on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative
benefits received by the Company on the one hand and each
Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of
Securities (before deducting expenses) received by the
Company bear to the total commissions or discounts received
by such Agent in respect thereof. The relative fault shall
be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact
required to be stated therein or necessary in order to make
the statements therein not misleading relates to information
supplied by the Company on the one hand or by any Agent on
the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent
such statement or omission. The Company and each Agent
agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined
by per capita allocation (even if all Agents were treated as
one entity for such purpose) or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other
out of pocket expenses reasonably incurred by such
indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the
provisions of this subsection (d), an Agent shall not be
required to contribute any amount in excess of the amount by
which the total public offering price at which the
Securities purchased by or through it were sold exceeds the
amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The obligations of each of the Agents
under this subsection (d) to contribute are several in
proportion to the respective purchases made by or through it
to which such loss, claim, damage or liability (or action in
respect thereof) relates and are not joint.
(e) The obligations of the Company under this Section 7
shall be in addition to any liability which the Company
may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Agent
within the meaning of the Act; and the obligations of each
Agent under this Section 7 shall be in addition to any
liability which such Agent may otherwise have and shall
extend, upon the same terms and conditions, to each officer
and director of the Company and to each person, if any, who
controls the Company within the meaning of the Act.
8. Each Agent, in soliciting offers to purchase Securities
from the Company and in performing the other obligations of such
Agent hereunder (other than in respect of any purchase by an
Agent as principal, pursuant to a Terms Agreement or otherwise),
is acting solely as agent for the Company and not as principal.
Each Agent will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase
Securities from the Company was solicited by such Agent and has
been accepted by the Company, but such Agent shall not have any
liability to the Company in the event such purchase is not
consummated for any reason. If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it
has accepted, the Company shall (i) hold each Agent harmless
against any loss, claim or damage arising from or as a result of
such default by the Company and (ii) notwithstanding such
default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such
sale.
9. The respective indemnities, agreements, representations,
warranties and other statements by any Agent and the Company
set forth in or made pursuant to this Agreement shall remain
in full force and effect regardless of any investigation (or
any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the
Company, or any officer or director or any controlling person of
the Company, and shall survive each delivery of and payment for
any of the Securities.
10. The provisions of this Agreement relating to the
solicitation of offers to purchase Securities from the Company
may be suspended or terminated at any time by the Company as to
any Agent or by any Agent as to such Agent upon the giving of
written notice of such suspension or termination to such Agent or
the Company, as the case may be. In the event of such suspension
or termination with respect to any Agent, (x) this Agreement
shall remain in full force and effect with respect to any Agent
as to which such suspension or termination has not occurred, (y)
this Agreement shall remain in full force and effect with respect
to the rights and obligations of any party which have previously
accrued or which relate to Securities which are already issued,
agreed to be issued or the subject of a pending offer at the time
of such suspension or termination and (z) in any event, this
Agreement shall remain in full force and effect insofar as the
fourth paragraph of Section 2(a), Section 4(d), Section 4(e),
Section 5, Section 7, Section 8 and Section 9 hereof are
concerned.
11. Except as otherwise specifically provided herein or in
the Administrative Procedure, all statements, requests, notices
and advice hereunder shall be in writing, or by telephone if
promptly confirmed in writing, and if to Goldman, Sachs & Co.
shall be sufficient in all respects when delivered or sent by
facsimile transmission, overnight express service or certified
mail to 85 Broad Street, New York, New York 10004, Facsimile
Transmission No. (212) 902-4103, Attention: Registration
Department; and if to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated shall be sufficient in all respects
when delivered or sent by facsimile transmission, overnight
express service or certified mail to Merrill Lynch World
Headquarters, World Financial Center, North Tower-10th Floor, New
York, New York 10281-1310, Attention: MTN Product Management,
Facsimile Transmission No. (212) 449-2234; and if to Dillon, Read
& Co. Inc. shall be sufficient in all respects when delivered or
sent by facsimile transmission, overnight express service or
certified mail to Dillon, Read & Co. Inc., 535 Madison Avenue,
New York, New York 10022, Facsimile Transmission No. (212)
751-2476, Attention: Syndicate Department; and if to Morgan
Stanley & Co. Incorporated shall be sufficient in all respects
when delivered or sent by facsimile transmission, overnight
express service or certified mail to:
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attn: Manager - Continuously Offered Products
Telephone: (212) 761-4000
Telecopier: (212) 761-0785
with a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
34th Floor
New York, New York 10036
Attn: Peter Cooper - Investment Banking Information Center
Telephone: (212) 761-8385
Telecopier: (212) 761-0260
and if to BT Securities Corporation shall be sufficient in all
respects when delivered or sent by facsimile transmission,
overnight express service or certified mail to BT Securities
Corporation, One Bankers Trust Plaza, 130 Liberty Street, New
York, New York 10006, Facsimile Transmission No. (212) 250-5426,
Attention: Kathleen Keator; and if to the Company shall be
sufficient in all respects when delivered or sent by facsimile
transmission, overnight express service or certified mail to
General Mills, Inc., Number One General Mills Boulevard,
Minneapolis, Minnesota 55426, Facsimile Transmission No. (612)
540-4925, Attention: Director, Corporate Finance.
12. This Agreement and any Terms Agreement shall be binding
upon, and inure solely to the benefit of, each Agent and the
Company, and to the extent provided in Section 7, Section 8 and
Section 9 hereof, the officers and directors of the Company and
any person who controls any Agent or the Company, and their
respective personal representatives, successors and assigns, and
no other person shall acquire or have any right under or by
virtue of this Agreement or any Terms Agreement. No purchaser of
any of the Securities through or from any Agent hereunder shall
be deemed a successor or assign by reason of such purchase.
13. Time shall be of the essence in this Agreement and any
Terms Agreement. As used herein, the term "business day" shall
mean any day when the office of the Commission in Washington,
D.C. is normally open for business.
14. This Agreement and any Terms Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York.
15. This Agreement and any Terms Agreement may be executed
by any one or more of the parties hereto and thereto in any
number of counterparts, each of which shall be an original, but
all of such respective counterparts shall together constitute one
and the same instrument.
If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts thereof, whereupon
this letter and the acceptance by each of you shall constitute a
binding agreement between the Company and each of you in
accordance with its terms.
Very truly yours,
GENERAL MILLS, INC.
By: /s/ Leslie M. Frecon
Accepted in New York, New York,
as of the date hereof:
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ Scott G. Primrose
DILLON, READ & CO. INC.
By: /s/ William Powell
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Jennifer A. Harris
BT SECURITIES CORPORATION
By: /s/ Kathleen Keator
<PAGE>
ANNEX I
GENERAL MILLS, INC.
Medium-Term Notes, Series E
Terms Agreement
______________, 19____
[Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004]
[Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
New York, New York 10281]
[Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022]
[Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020]
BT Securities Corporation
One Bankers Trust Plaza
31st Floor
130 Liberty Street
New York, New York 10006
Ladies and Gentlemen:
General Mills, Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Distribution
Agreement, dated February 28, 1996 (the "Distribution
Agreement"), between the Company on the one hand and Goldman,
Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Dillon, Read & Co. Inc., Morgan Stanley & Co.
Incorporated and BT Securities Corporation (the "Agents") on the
other, to issue and sell to [Goldman, Sachs & Co.][,] [and]
[Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated] [and] [Dillon, Read & Co. Inc.] [,] [and][Morgan
Stanley & Co. Incorporated] [and] [BT Securities Corporation]
the securities specified in the Schedule hereto (the "Purchased
Securities"). Each of the provisions of the Distribution
Agreement not specifically related to the solicitation by the
Agents, as agents of the Company, of offers to purchase
Securities is incorporated herein by reference in its entirety,
and shall be deemed to be part of this Terms Agreement to the
same extent as if such provisions had been set forth in full
herein. Nothing contained herein or in the Distribution
Agreement shall make any party hereto an agent of the Company or
make such party subject to the provisions therein relating to the
solicitation of offers to purchase securities from the Company,
solely by virtue of its execution of this Terms Agreement. Each
of the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Terms
Agreement, except that each representation and warranty in
Section 1 of the Distribution Agreement which makes reference to
the Prospectus shall be deemed to be a representation and
warranty as of the date of the Distribution Agreement in relation
to the Prospectus (as therein defined), and also a representation
and a warranty as of the date of this Terms Agreement in relation
to the Prospectus as amended and supplemented to relate to the
Purchased Securities.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Purchased
Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Distribution Agreement incorporated herein by reference, the
Company agrees to issue and sell to [Goldman, Sachs & Co.]
[,][and] [Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated] [and] [Dillon, Read & Co. Inc.] [,] [and]
[Morgan Stanley & Co. Incorporated] [,] [and] [BT Securities
Corporation] and [Goldman, Sachs & Co.] [,][and] [Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated] [and]
[Dillon, Read & Co. Inc.][and] [Morgan Stanley & Co.
Incorporated] [and] [BT Securities Corporation] agree[s] to
purchase from the Company, the Purchased Securities, at the time
and place, in the principal amount and at the purchase price set
forth in the Schedule hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us three counterparts hereof, and upon
acceptance hereof by you this letter and such acceptance hereof,
including those provisions of the Distribution Agreement
incorporated herein by reference, shall constitute a binding
agreement between you and the Company.
GENERAL MILLS, INC.
By_________________________
Accepted:
[GOLDMAN, SACHS & CO.]
By:______________________
[MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED]
By:______________________
[DILLON, READ & CO. INC.]
By:______________________
[MORGAN STANLEY & CO. INCORPORATED]
By:______________________
[BT SECURITIES CORPORATION]
By:______________________
<PAGE>
Schedule to Annex I
Title of Purchased Securities:
[ %] [Medium-Term Notes]
Specified Currency (if other than U.S. dollars):
Aggregate Principal Amount:
[$ or units of the Specified Currency
indicated above] [Price to Public]
Purchase Price by [Goldman, Sachs & Co.] [,] [and] [Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated] [,]
[and] [Dillon, Read & Co. Inc.] [,] [and][Morgan Stanley & Co.
Incorporated] [and] [BT Securities Corporation]:
[ %] of the principal amount of the Purchased
Securities [, plus accrued interest from _____ to _____] [and
accrued amortization, if any, from _______ to _______]
Method of and Specified Funds for Payment of Purchase Price:
[By Certified or official bank check or checks, payable to
the order of the Company, in [[New York] Clearing House]
[immediately available] funds]
[By wire transfer to a bank account specified by the Company
in [next day] [immediately available] funds]
Indenture:
Indenture, dated as of [____________], as supplemented,
between the Company and First Trust Illinois, National
Association, as Trustee
Form of Purchased Securities:
[Registered form only] [Temporary global security, to be
followed by definitive securities in registered form] [Global
form only]
Time of Delivery:
Closing Location:
Maturity:
Denominations (if other than U.S. dollars):
Interest Rate:
[Fixed Rate Note: %]
[Floating Rate Note:
Interest Rate Basis:
Index Maturity:
Spread or Spread Multiplier:
Maximum Rate: %
Minimum Rate: %
Initial Interest Rate: %
Interest Reset Dates:
Calculation Dates:
Interest Determination Dates:
Record Dates:
Calculation Agent (if other than First Trust of Illinois,
National Association):]
Interest Payment Dates:
[months and dates]
[Indexed Note:
Indexed Currency or Commodity:
Base Rate:]
Documents to be Delivered:
The following documents referred to in the Distribution
Agreement shall be delivered as a condition to the Closing:
[(1) The opinion or opinions of counsel to the Agents referred to
in Section 4(h).]
[(2) The opinion of counsel to the Company referred to in Section
4(i).]
[(3) The accountants' letter referred to in Section 4(j).]
[(4) The officers' certificate referred to in Section 4(k).]
Other Provisions (including Syndicate Provisions, if applicable):
<PAGE>
ANNEX II
GENERAL MILLS, INC.
Administrative Procedure
This Administrative Procedure relates to the Securities
defined in the Distribution Agreement, dated February 28, 1996
(the "Distribution Agreement"), between General Mills, Inc. (the
"Company") and Goldman, Sachs & Co., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Dillon, Read & Co.
Inc., Morgan Stanley & Co. Incorporated and BT Securities
Corporation (together, the "Agents"), to which this
Administrative Procedure is attached as Annex II. Defined terms
used herein and not defined herein shall have the meanings given
such terms in the Distribution Agreement, the Prospectus as
amended or supplemented or the Indenture as amended or
supplemented. To the extent any procedure set forth below
conflicts with the provisions of the Securities, the Indenture or
the Distribution Agreement, the relevant provisions of the
Securities, the Indenture and the Distribution Agreement shall
control.
The procedures to be followed with respect to the settlement
of sales of Securities directly by the Company to purchasers
solicited by an Agent, as agent, are set forth below. Part I
below describes procedures of general applicability with respect
to such Securities. Part II below describes procedures
specifically and exclusively applicable (any procedure in Part I
below to the contrary notwithstanding) to such Securities which
are either Global Securities or Book-Entry Securities (each as
defined below). The terms and settlement details related to a
purchase of Securities by an Agent, as principal, from the
Company will be set forth in a Terms Agreement pursuant to the
Distribution Agreement, unless the Company and such Agent
otherwise agree as provided in Section 2(b) of the Distribution
Agreement, in which case the procedures to be followed in respect
of the settlement of such sale will be as set forth below. An
Agent, in relation to a purchase of a Security by a purchaser
solicited by such Agent, is referred to herein as the "Selling
Agent" and, in relation to a purchase of a Security by such Agent
as principal other than pursuant to a Terms Agreement, as the
"Purchasing Agent".
The Company will advise each Agent in writing of those
persons with whom such Agent is to communicate regarding offers
to purchase Securities and the related settlement details.
Each Security will be issued only in fully registered form
and will be represented by either a global certificate (a "Global
Certificate") delivered to the Trustee, as agent for The
Depository Trust Company (the "Depositary") and recorded in the
book-entry system maintained by the Depositary (a "Book-Entry
Note") or a certificate (a "Definitive Certificate") delivered to
a person designated by an Agent.
The Company has appointed First Trust of Illinois, National
Association as trustee under the Indenture (the "Trustee"), as
Calculation Agent (the "Calculation Agent") and as Exchange Rate
Agent (the "Exchange Rate Agent") for the Securities.
PART I: PROCEDURES OF GENERAL APPLICABILITY
Posting Rates by Company:
The Company and the Agents will discuss from time to time
the rates of interest per annum to be borne by and the maturity
of Securities that may be sold as a result of the solicitation of
offers by an Agent. The Company may establish a fixed set of
interest rates and Maturities for an offering period ("posting").
If the Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the Agents.
Acceptance of Offers by Company:
Each Agent will promptly advise the Company by telephone or
other appropriate means of all reasonable offers to purchase
Securities, other than those rejected by such Agent. Each Agent
may, in its discretion reasonably exercised, reject any offer
received by it in whole or in part. Each Agent also may make
offers to the Company to purchase Securities as a Purchasing
Agent. The Company will have the sole right to accept offers to
purchase Securities and may reject any such offer in whole or in
part.
The Company will promptly notify the Selling Agent or
Purchasing Agent, as the case may be, of its acceptance or
rejection of an offer to purchase Securities. If the Company
accepts an offer to purchase Securities, it will confirm such
acceptance in writing to the Selling Agent or Purchasing Agent,
as the case may be, and the Trustee.
Communication of Sale Information to Company by Selling Agent:
After the acceptance of an offer by the Company, the Selling
Agent or Purchasing Agent, as the case may be, will communicate
the following details of the terms of such offer (the "Sale
Information") to the Company by telephone confirmed in writing or
by facsimile transmission or other acceptable written means:
(1) Principal amount of Securities to be purchased;
(2) If a Fixed Rate Note, the interest rate;
(3) Maturity Date;
(4) Specified Currency and, if the Specified Currency is
other than U.S. dollars, the applicable Exchange Rate for such
Specified Currency;
(5) Issue Price;
(6) Selling Agent's commission or Purchasing Agent's
discount, as the case may be;
(7) Net proceeds to the Company;
(8) Settlement Date;
(9) If a Security redeemable by either the Company or a
Holder, such of the following as are applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par),
(iii) Amount (% of par) that the Redemption Price shall
decline (but not below par) on each anniversary
of the Redemption Commencement Date, and
(iv) the last date on which any such right of
redemption may be exercised;
(10) If a Floating Rate Note, such of the following as are
applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) Maximum Rate,
(v) Minimum Rate,
(vi) Initial Interest Rate,
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(11) If the amount of principal payable on a Security will
be determined by reference to an index or formula, a full
description of such index or formula;
(12) If an OID Note, the total amount of OID, the Yield to
Maturity and the initial accrual period of OID;
(13) Name, address and taxpayer identification number of the
registered owner;
(14) Denomination of certificates to be delivered at
settlement; and
(15) Global Certificate or Definitive Certificate.
Preparation of Pricing Supplement by Company:
If the Company accepts an offer to purchase a Security, it
will prepare a Pricing Supplement. Provided the Selling Agent or
Purchasing Agent, as the case may be, supplies to the Company, by
facsimile transmission any information needed by the Company
prior to 5:00 p.m., New York City time, on the date of acceptance
of the offer, the Company will supply, by facsimile transmission,
a copy of the Pricing Supplement to the Selling Agent or
Purchasing Agent, as the case may be, not later than 10:00 a.m.,
New York City time, on the business day in New York following the
date of acceptance of such offer. If Morgan Stanley & Co.
Incorporated is Selling Agent or Purchasing Agent, deliveries of
the Pricing Supplement should be made to:
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attn: Medium-Term Note Trading Desk, Carlos Cabrera
Telephone: (212) 761-4000
Telecopies: (212) 761-0570
In addition, if Merrill Lynch, Pierce, Fenner & Smith
Incorporated is Selling Agent or Purchasing Agent, the Company
will deliver a completed Pricing Supplement, via facsimile
transmission or next day mail or to arrive no later than 11:00
a.m. on the Business Day following the trade date, to the
Presenting Agent at the following locations:
Merrill Lynch & Co.:
For overnight, express, or special delivery packages
only:
Tritech Services
40 Colonial Drive
Piscataway, NJ 08854
Attn: Prospectus Operations/Nachman Kimerling
Tel: (908) 885-2769
For all other types of deliveries:
Tritech Services
#4 Corporate Place
Corporate Park 287
Piscataway, NJ 08854
Attn: Prospectus Operations/Nachman Kimerling
Tel: (908) 885-2769
Telecopy: (908) 885-2774/2775/2776
also, for record keeping purposes, please send a copy
to:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, NY 10281-1310
Attn: MTN Product Management
Tel: (212) 449-7476
Telecopy: (212) 449-2234
Admin. Procedures - Delivery of Certificated Notes
Merrill Lynch Money Markets Clearance
55 Water Street
3rd Floor
N.S.C.C. Window
New York, NY 10041
Attn: Al Mitchell
Tel: (212) 558-2405
Telecopy: (212) 558-2457
The Company will arrange to have the Pricing Supplement filed
with the Commission by electronic submission not later than the
close of business of the Commission on the fifth business day
following the date on which such Pricing Supplement is first
used.
Delivery of Confirmation and Prospectus to Purchaser by Selling
Agent:
The Selling Agent will deliver to the purchaser of a
Security a written confirmation of the sale and delivery and
payment instructions. In addition, the Selling Agent will
deliver to such purchaser or its agent the Prospectus as amended
or supplemented (including the Pricing Supplement) in relation to
such Security prior to or together with the earlier of the
delivery to such purchaser or its agent of (a) the confirmation
of sale (including, in the case of a Book-Entry Security, the
confirmation through the Depositary's Institutional Delivery
System) or (b) the Security.
Date of Settlement:
All offers solicited by a Selling Agent or made by a
Purchasing Agent and accepted by the Company will be settled on a
date (the "Settlement Date") which is the third business day
after the date of acceptance of such offer, unless the Company
and the purchaser agree to settlement (a) on any other business
day after the acceptance of such offer or (b) with respect to an
offer accepted by the Company prior to 10:00 a.m., New York City
time, on the date of such acceptance.
Instruction from Company to Trustee for Preparation of
Securities:
After receiving the Sale Information from the Selling Agent
or Purchasing Agent, as the case may be, the Company will
communicate such Sale Information to the Trustee by telephone
(confirmed in writing) or by facsimile transmission or other
acceptable electronic or written means.
The Company will instruct the Trustee by facsimile
transmission or other acceptable electronic or written means to
authenticate and deliver the Securities no later than 2:15 p.m.,
New York City time, on the Settlement Date. Such instruction
will be given by the Company prior to 3:00 p.m., New York City
time, on the business day prior to the Settlement Date unless the
Settlement Date is the date of acceptance by the Company of the
offer to purchase Securities in which case such instruction will
be given by the Company by 10:00 a.m., New York City time.
Preparation and Delivery of Securities by Trustee and Receipt of
Payment Therefor:
The Trustee will prepare each Security and appropriate
receipts that will serve as the documentary control of the
transaction.
With respect to Definitive Certificates, upon receiving the
Sale Information from the Selling Agent or the Purchasing Agent,
as the case may be, the Trustee will obtain a CUSIP number from
the CUSIP Service Bureau for assignment to the Definitive
Certificates representing the Notes. Such CUSIP number must be
obtained by 12:00 noon on the trade date; or, if a sale is to be
settled more than one Business Day after the trade date, by 12:00
noon on the first Business Day after such sale date; or, if a
sale of a Floating Rate Note is to be settled more than one
Business Day after the trade date and the initial interest rate
for the Floating Rate Note is not known at the time that the Sale
Information is received, by 11:00 a.m. on the second Business Day
before the Settlement Date.
In the case of a sale of Securities to a purchaser solicited
by an Agent, the Trustee will, by 2:15 p.m., New York City time,
on the Settlement Date, deliver the Securities to the Selling
Agent for the benefit of the purchaser of such Securities against
delivery by the Selling Agent of a receipt therefor. On the
Settlement Date the Selling Agent will deliver payment for such
Securities in immediately available funds to the Company in an
amount equal to the issue price of the Securities less the
Selling Agent's commission; provided that the Selling Agent
reserves the right to withhold payment for which it has not
received funds from the purchaser. The Company shall not use any
proceeds advanced by a Selling Agent to purchase or carry any
margin securities in violation of Regulations G, T, U or X of the
Federal Reserve Board or otherwise in violation of law.
In the case of a sale of Securities to a Purchasing Agent,
the Trustee will, by 2:15 p.m., New York City time, on the
Settlement Date, deliver the Securities to the Purchasing Agent
against delivery of payment for such Securities in immediately
available funds to the Company in an amount equal to the issue
price of the Securities less the Purchasing Agent's discount.
Failure of Purchaser to Pay Selling Agent:
If a purchaser (other than a Purchasing Agent) fails to make
payment to the Selling Agent for a Security, the Selling Agent
will promptly notify the Trustee and the Company thereof by
telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means. The Selling Agent will
immediately return the Security to the Trustee. Immediately upon
receipt of such Security by the Trustee, the Company will return
to the Selling Agent an amount equal to the amount previously
paid to the Company in respect of such Security. The Company
will reimburse the Selling Agent on an equitable basis for its
loss of the use of funds during the period when they were
credited to the account of the Company.
The Trustee will cancel the Security in respect of which the
failure occurred, make appropriate entries in its records and,
unless otherwise instructed by the Company, destroy the Security.
Business Day:
"Business Day" means (1) with respect to any Note, each
Monday, Tuesday, Wednesday, Thursday and Friday which, is (a) not
a day on which banking institutions in The City of New York
generally are authorized or obligated by law, regulation or
executive order to close, and (b) if the Note is denominated in a
Specified Currency other than United States dollars not a day on
which banking institutions are authorized or obligated by law,
regulation or executive order to close in the financial center of
the country issuing the Specified Currency (which in the case of
ECUs shall be Luxembourg, in which case "Business Day" shall not
include any day that is a non-ECU clearing day as determined by
the ECU Banking Association in Paris), and (2) with respect to
LIBOR Notes only, any such Business Day which is also a London
Business Day. The term "London Business Day" means (i) if the
Specified Currency is other than ECU, any day on which dealings
in such Specified Currency are transacted in the London interbank
market or (ii) if the Specified Currency is ECU, any day that
does not appear as an ECU non-settlement day on the display
designated as "ISDE" on the Reuter Monitor Money Rates Service
(or a day so designated by the ECU Banking Association) or, if
ECU non-settlement days do not appear on that page (and are not
so designated), is not a day on which payments in ECU cannot be
settled in the international interbank market.
PART II: PROCEDURES APPLICABLE TO BOOK-ENTRY
SECURITIES AND GLOBAL SECURITIES
In connection with the qualification of Book-Entry
Securities for eligibility in the book-entry system maintained by
the Depositary, the Trustee will perform the custodial, document
control and administrative functions described below, in
accordance with its respective obligations under a Letter of
Representations from the Company and the Trustee to the
Depositary, dated February 28, 1996, and a Medium-Term Note
Certificate Agreement entered between the Trustee and the
Depositary (the "Certificate Agreement"), and the Trustee's
obligations as a participant in the Depositary, including the
Depositary's Same-Day Funds Settlement System ("SDFS"). It is
understood that the ownership interests of purchasers of
Book-Entry Securities will be credited to the book-entry accounts
of one or more participants in the Depositary (each a
"Participant") in accordance with the Depositary's customary
practices and reflected in the records of such Participants or
one or more indirect participants in the Depositary designated by
such purchasers in accordance with the arrangements between such
purchasers and such Participants and indirect participants.
Issuance: All Fixed Rate Notes which are Book-Entry
Securities and have the same Original Issue Date, redemption
provisions, repayment provisions, Interest Payment Dates,
interest rate, interest payment periods, Specified Currency and
Stated Maturity (collectively, the "Fixed Rate Terms") will be
represented initially by a single Global Certificate in fully
registered form without coupons; all Floating Rate Notes which
are Book-Entry Securities and have the same Original Issue Date,
redemption provisions, repayment provisions, Interest Payment
Dates, interest payment periods, Interest Rate Basis, Initial
Interest Rate, Index Maturity, Spread or Spread Multiplier, if
any, Minimum Interest Rate, if any, Maximum Interest Rate, if
any, Specified Currency and Stated Maturity (collectively, the
"Floating Rate Terms") will be represented initially by a single
Global Certificate in fully registered form without coupons; and
all Zero Coupon Notes which are Book-Entry Securities and have
the same Original Issue Date, redemption provisions, repayment
provisions, Yield to Maturity, Specified Currency and Stated
Maturity (collectively, the "Zero Coupon Terms") will be
represented initially by a single Global Certificate in fully
registered form without coupons.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for reservation of approximately 900 CUSIP
numbers which have been reserved for and relating to Book-Entry
Securities, and the Company has delivered to the Trustee and the
Depositary such list of such CUSIP numbers. The Company will
assign CUSIP numbers to Book-Entry Securities as described below
under Settlement Procedure B. The Depositary will notify the
CUSIP Service Bureau periodically of the CUSIP numbers that the
Company has assigned to Book-Entry Securities. The Company will,
at any time it deems necessary, reserve additional CUSIP numbers
for assignment to Book-Entry Securities. Upon obtaining such
additional CUSIP numbers, the Company will deliver a list of such
additional numbers to the Trustee and the Depositary. Book-Entry
Securities having an aggregate principal amount in excess of
$200,000,000 will be represented by two or more Global
Certificates which shall all be assigned the same CUSIP number.
Registration: Each Global Certificate will be registered in
the name of Cede & Co., as nominee for the Depositary, on the
register maintained by the Trustee under the Indenture. On the
first Business Day of each month, the Trustee will deliver to the
Company a written statement indicating the total principal amount
of Outstanding Book-Entry Securities as of the immediately
preceding Business Day.
Transfers: Transfers of interests in a Book-Entry Security
will be effected in accordance with arrangements in effect
between Participants (and in certain cases, one or more indirect
participants in the Depositary) and the beneficial transferors
and beneficial transferees of such Book-Entry Security, and the
interests of Participants therein will be reflected as
appropriate by book entries made by the Depositary.
Exchanges: The Trustee may deliver to the Depositary and
the CUSIP Service Bureau at any time a written notice specifying
(a) the CUSIP numbers of two or more Global Certificates for
outstanding Book-Entry Securities having the same Fixed Rate
Terms, Floating Rate Terms or Zero Coupon Terms, as the case may
be (except that Original Issue Dates need not be the same), and
for which interest (if any) has been paid to the same date; (b)
a date, occurring at least 30 days after such written notice is
delivered and at least 30 days before the next Interest Payment
Date (if any) for such Book-Entry Securities, on which such
Global Certificates shall be exchanged for a single replacement
Global Certificate; and (c) a new CUSIP number, obtained from the
Company, to be assigned to such replacement Global Certificate.
Upon receipt of such a notice, the Depositary will send to its
participants (including the Trustee) a written reorganization
notice to the effect that such exchange will occur on such date.
Prior to the specified exchange date, the Trustee will deliver to
the CUSIP Service Bureau written notice setting forth such
exchange date and the new CUSIP number and stating that, as of
such exchange date, the CUSIP numbers of the Global Certificates
to be exchanged will no longer be valid. On the specified
exchange date, the Trustee will exchange such Global Certificates
for a single Global Certificate bearing the new CUSIP number, and
the CUSIP numbers of the exchanged Global Certificates will, in
accordance with CUSIP Service Bureau procedures, be canceled and
not immediately reassigned. Notwithstanding the foregoing, if
the Global Certificates to be exchanged exceed $200,000,000 in
aggregate principal amount, one replacement Global Certificate
will be authenticated and issued to represent each $200,000,000
of principal amount of the exchanged Global Certificates and an
additional Global Certificate will be authenticated and issued to
represent any remaining principal amount of such Global
Certificates (see "Denominations" below).
Denominations: Unless otherwise specified in the applicable
Pricing Supplement, Book-Entry Securities will be issued in
denominations of $1,000 and any integral multiples thereof.
Global Certificates will be denominated in principal amounts not
in excess of $200,000,000. If one or more Book-Entry Securities
having an aggregate principal amount in excess of $200,000,000
would, but for the preceding sentence, be represented by a single
Global Certificate, then one Global Certificate will be issued to
represent each $200,000,000 principal amount of such Book-Entry
Security or Book-Entry Securities and an additional Global
Certificate will be issued to represent any remaining principal
amount of such Book-Entry Security or Book-Entry Securities. In
such a case, each of the Global Certificates representing such
Book-Entry Security or Securities shall be assigned the same
CUSIP number.
Interest: General. The Depositary will arrange for each
pending deposit message described under Settlement Procedure C
below to be transmitted to Standard & Poor's Corporation, which
will use the message to include certain information regarding the
related Book-Entry Notes on the appropriate daily bond report
published by Standard & Poor's Corporation.
Notice of Interest Payments and Regular Record Dates. On
the first Business Day of January, April, July and October of
each year, the Trustee will deliver to the Company and the
Depositary a written list of Regular Record Dates and Interest
Payment Dates that will occur during the six-month period
beginning on such first Business Day with respect to Book-Entry
Securities which are Floating Rate Notes. Promptly after each
Interest Determination Date for Book-Entry Securities which are
Floating Rate Notes, the Trustee will notify Standard & Poor's
Corporation of the interest rates determined on such Interest
Determination Date.
Payments of Principal and Interest: Payments of Interest
Only. Promptly after each Regular Record Date, the Trustee will
deliver to the Company and the Depositary a written notice
specifying by CUSIP number the amount of interest (if any) to be
paid on each Book-Entry Security on the following Interest
Payment Date (other than an Interest Payment Date coinciding with
the Stated Maturity) and the total of such amounts. The
Depositary will confirm the amount payable (if any) on each
Book-Entry Security on such Interest Payment Date by reference to
the daily bond reports published by Standard & Poor's
Corporation. On such Interest Payment Date, the Company will pay
to the Trustee, as Paying Agent, and the Trustee in turn will pay
to the Depositary, such total amount of interest due (other than
at Stated Maturity), at the times and in the manner set forth
below under "Manner of Payment."
Payments at Stated Maturity. On or about the first Business
Day of each month, the Trustee will deliver to the Company and
the Depositary a written list of principal, premium, if any, and
interest to be paid on each Book-Entry Security maturing either
at Stated Maturity or on a Redemption Date or repayment date in
the following month.
The Trustee, the Company and the Depositary will confirm the
amounts of such principal, premium (if any) and interest payments
with respect to each such Book-Entry Security on or about the
fifth Business Day preceding the Stated Maturity of such
Book-Entry Security. At such Stated Maturity, the Company will
pay to the Trustee, and the Trustee in turn will pay to the
Depositary, the principal amount of such Book-Entry Security,
together with interest and premium, if any, due at such Stated
Maturity, at the times and in the manner set forth below under
"Manner of Payment." Promptly after payment to the Depositary of
the principal, interest and premium, if any, due at the Stated
Maturity of all Book-Entry Securities represented by a particular
Global Certificate, the Trustee will cancel such Global
Certificate, make appropriate entries in its records and, unless
otherwise instructed by the Company, destroy such Global
Certificate.
Manner of Payment. The total amount of any principal,
premium and interest due on Book-Entry Securities on any Interest
Payment Date or at Stated Maturity shall be paid by the Company
to the Trustee, as Paying Agent, in funds immediately available
for use by the Trustee as of 9:30 a.m., New York City time, on
such date. The Company will make such payment on such Book-Entry
Securities by wire transfer to the Trustee or by instructing the
Trustee to withdraw funds from an account maintained by the
Company at the Trustee. The Company will confirm such
instructions in writing to the Trustee. For maturity, redemption
and other principal payments, prior to 10:00 a.m., New York City
time, on each Stated Maturity or other such date or as soon as
possible thereafter, the Trustee will pay by separate wire
transfer (using Fedwire message entry instructions in a form
previously specified by the Depositary) to an account at the
Federal Reserve Bank of New York previously specified by the
Depositary, in funds available for immediate use by the
Depositary, each payment of interest, principal and premium, if
any, due on Book-Entry Securities on such date; and for interest
payments, the Trustee will pay the Depositary in same day funds
on the Interest Payment Date in accordance with existing
arrangements between the Trustee and the Depositary. Thereafter
on each such date, the Depositary will pay, in accordance with
its SDFS operating procedures then in effect, such amounts in
funds available for immediate use to the respective Participants
in whose names such Book-Entry Securities are recorded in the
book-entry system maintained by the Depositary. Once payment has
been made to the Depositary, neither the Company nor the Trustee
shall have any responsibility or liability for the payment by the
Depositary of the principal of, or premium, if any, or interest
on, the Book-Entry Securities to such Participants.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Book-Entry Security will be determined and withheld by the
Participant, indirect participant in the Depositary or other
Person responsible for forwarding payments and materials directly
to the beneficial owner of such Book-Entry Security, or as
applicable law may otherwise require.
Settlement Procedures: Settlement Procedures with regard to each
Book-Entry Security sold by each Agent, as agent of the Company,
will be as follows:
A. After the acceptance of an offer by the Company with
respect to a Book-Entry Security, the Selling Agent or Purchasing
Agent, as the case may be, will communicate the following details
of the terms of such offer (the "Book-Entry Sale Information") to
the Company by telephone confirmed in writing or by facsimile
transmission or other acceptable written means:
(1) Principal amount of the Book-Entry Security to be
purchased;
(2) If a Fixed Rate Note, the interest rate;
(3) Stated Maturity;
(4) Specified Currency and, if the Specified
Currency is other than U.S. dollars, the
applicable exchange rate for such Specified
Currency;
(5) Issue price;
(6) Selling Agent's commission or Purchasing
Agent's discount, as the case may be;
(7) Net proceeds to the Company;
(8) Settlement Date;
(9) If a Security redeemable by either the
Company or a holder, such of the following as are
applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par),
(iii) Amount (% of par) that the Redemption
Price shall decline (but not below
par) on each anniversary of the Redemption
Commencement Date, and
(iv) The last date on which any such
right of redemption may be exercised;
(10) If a Floating Rate Note, such of the following as
are applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) Maximum Interest Rate,
(v) Minimum Interest Rate,
(vi) Initial Interest Rate,
(vii) Interest Rate Reset Period,
(viii) Calculation Dates,
(ix) Interest Calculation Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(11) If the amount of principal payable on a
Security will be determined by reference to an
index or formula, a full description of such index
or formula;
(12) If an OID Note, the total amount of OID,
the Yield to Maturity and the initial accrual
period of OID;
(13) The taxpayer identification number of the
purchaser;
(14) Denomination of certificates to be delivered at
settlement; and
(15) Global Certificate or Definitive Certificate.
B. Upon receiving the Book-Entry Sale Information from the
Selling Agent or the Purchasing Agent, as the case may be, the
Company will assign a CUSIP number to the Global Certificate
representing such Book-Entry Security and then as soon as
practicable advise the Trustee by telephone (confirmed by
facsimile transmission) of the Book-Entry Sale Information
received from the Selling Agent or the Purchasing Agent, as the
case may be, such CUSIP number and the name of such Agent.
C. The Trustee will communicate to the Depositary, such
Agent and Standard & Poor's Corporation, through the Depositary's
Participant Terminal System, a pending deposit message specifying
the following settlement information:
(1) The Book-Entry Sale Information.
(2) Identification numbers of the participant
accounts maintained by the Depositary
on behalf of the Trustee and such Agent.
(3) Identification as a Fixed Rate Note,
Floating Rate Note or Zero Coupon Note.
(4) Initial Interest Payment Date for such
Security, number of days by which such date
succeeds the related record date for Depositary
purposes (or, in the case of Floating Rate Notes
which reset daily or weekly, the date five
calendar days preceding the Interest Payment Date)
and, if then calculable, the amount of interest
payable on such Interest Payment Date (which
amount shall have been confirmed by the Trustee).
(5) CUSIP number of the Global Certificate
representing such Book-Entry Security.
(6) Whether such Global Certificate will represent
any other Book-Entry Securities issued
or to be issued (to the extent then known).
D. The Company will complete and deliver to the Trustee a
Global Certificate representing such Book-Entry Security, and the
Company will instruct the Trustee by facsimile transmission or
other acceptable written means to authenticate such Global
Certificate, to register such Global Certificate in the name of
Cede & Co., as nominee of the Depositary, and to effect delivery
thereof to the Depositary by the Trustee's possession of such
authenticated Global Certificate as agent for the Depositary.
E. The Trustee will authenticate the Global Certificate
representing such Book-Entry Security, register such Global
Certificate in the name of Cede & Co., as nominee of the
Depositary, and take delivery thereof as agent for the
Depositary.
F. The Depositary will credit such Book-Entry Security to
the participant account of the Trustee maintained by the
Depositary.
G. The Trustee will enter an SDFS deliver order through
the Depositary's Participant Terminal System instructing the
Depositary (i) to debit such Book-Entry Security to the Trustee's
participant account and credit such Book-Entry Security to the
participant account of the Selling Agent or the Purchasing Agent,
as the case may be, maintained by the Depositary and (ii) to
debit the settlement account of the Selling Agent or the
Purchasing Agent, as the case may be, and credit the settlement
account of the Trustee maintained by the Depositary, in an amount
equal to the price of such Book-Entry Security less such Agent's
commission or discount, as the case may be. Any entry of such a
deliver order shall be deemed to constitute a representation and
warranty by the Trustee to the Depositary that (i) the Global
Certificate representing such Book-Entry Note has been issued,
authenticated and delivered and (ii) the Trustee is holding such
Global Certificate pursuant to the Medium-Term Note Certificate
Agreement between the Trustee and the Depositary.
H. The Selling Agent or the Purchasing Agent, as the case
may be, will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary (i) to
debit such Book-Entry Security to the participant account of such
Agent and credit such Book-Entry Security to the participant
accounts of the Participants with respect to such Book-Entry
Security maintained by the Depositary and (ii) to debit the
settlement accounts of such Participants and credit the
settlement account of such Agent maintained by the Depositary in
an amount equal to the price of such Book-Entry Security.
I. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures G and H will be settled
in accordance with SDFS operating procedures in effect on the
Settlement Date.
J. The Trustee will credit to an account of the Company
maintained at the Trustee funds available for immediate use in
the amount transferred to the Trustee in accordance with
Settlement Procedure G.
K. The Trustee will send a copy of the Global Certificate
by first-class mail to the Company together with a statement
setting forth the principal amount of Securities Outstanding and
of Book-Entry Securities Outstanding as of the related Settlement
Date after giving effect to such transaction and all other offers
to purchase Securities of which the Company has advised the
Trustee but which have not yet been settled.
L. The Selling Agent or the Purchasing Agent, as the case
may be, will confirm the purchase of such Book-Entry Security to
the purchaser either by transmitting to the Participants with
respect to such Book-Entry Security a confirmation order through
the Depositary's Participant Terminal System or by mailing a
written confirmation to such purchaser.
M. Notwithstanding the foregoing, the Selling Agent shall
in all cases take the actions described under the caption
"Delivery of Confirmation and Prospectus to Purchaser by Selling
Agent" in Part I of this Administrative Procedure, at the time or
times specified under such caption for such actions.
Settlement Procedures Timetable: For orders of Book-Entry
Securities accepted by the Company, Settlement Procedures "A"
through "L" set forth above shall be completed as soon as
possible but not later than the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 11:00 a.m. on the trade date
B 12:00 Noon on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business Day before Settlement
Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H 2:00 p.m. on Settlement Date
I 4:45 p.m. on Settlement Date
J-K 5:00 p.m. on Settlement Date
If a sale is to be settled more than one Business Day after
the trade date, Settlement Procedures A, B, and C may, if
necessary, be completed at any time prior to the specified times
on the first Business Day after such sale date. In connection
with a sale which is to be settled more than one Business Day
after the trade date, if the initial interest rate for a Floating
Rate Note is not known at the time that Settlement Procedure A is
completed, Settlement Procedures B and C shall be completed as
soon as such rates have been determined, but no later than 11:00
a.m. and 2:00 p.m., New York City time, respectively, on the
second Business Day before the Settlement Date. Settlement
Procedure I is subject to extension in accordance with any
extension of Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect on the
settlement date. If settlement of a Book-Entry Security is
rescheduled or canceled, the Company will, as soon as
practicable, give the Trustee notice to such effect. The Trustee
will deliver to the Depositary, through the Depositary's
Participant Terminal System, a cancellation message to such
effect by no later than 2:00 p.m., New York City time, on the
Business Day immediately preceding the scheduled Settlement Date
(provided the Trustee received such notice from the Company by
noon on the Business Day immediately preceding the Settlement
Date) and in any case as soon as practicable. A copy of such
message will be routed through the facilities of the Depositary
to the Selling Agent and Standard & Poor's Corporation.
Failure to Settle: If the Trustee fails to enter in timely
fashion an SDFS deliver order with respect to any portion of a
Book-Entry Security pursuant to Settlement Procedure G, or if the
Selling Agent or the Purchasing Agent, as the case may be, fails
to enter in timely fashion an SDFS deliver order with respect to
such Book-Entry Security pursuant to Settlement Procedure H, the
Trustee may deliver to the Depositary, through the Depositary's
Participant Terminal System, as soon as practicable, a withdrawal
message instructing the Depositary to debit such Book-Entry
Security to the participant account of the Trustee maintained at
the Depositary. A copy of such message will be routed through
the facilities of the Depositary to such Agent. The Depositary
will process the withdrawal message, provided that such
participant account contains Book-Entry Securities having the
same Fixed Rate Terms, Floating Rate Terms or Zero Coupon Terms,
as the case may be, having an aggregate principal amount that is
at least equal to the principal amount to be debited. If
withdrawal messages are processed with respect to all the
Book-Entry Securities represented by a particular Global
Certificate, the Trustee will immediately cancel such Global
Certificate, make appropriate entries in its records and, unless
otherwise instructed by the Company, destroy the Global
Certificate. The CUSIP number assigned to such Global
Certificate shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned. If
withdrawal messages are processed with respect to only a portion
of the Book-Entry Securities represented by a particular Global
Certificate, the Trustee will exchange such Global Certificate
for two Global Certificates, one of which shall represent the
Book-Entry Securities for which withdrawal messages are processed
and shall be canceled and destroyed immediately after issuance,
and the other of which shall represent the other Book-Entry
Securities previously represented by the surrendered Global
Certificate and shall bear the CUSIP number of the surrendered
Global Certificate. The Company will reimburse such Agent on an
equitable basis for its loss of the use of funds during any
period when the funds were credited to the account of the Company
in connection with such attempted settlement.
If the purchase price for any Book-Entry Security is not
timely paid to the Participants with respect to such Security by
the beneficial purchaser thereof or by a person, including an
indirect participant in the Depositary, acting on behalf of such
purchaser (other than the Purchasing Agent, if any), such
Participants and, in turn, the Selling Agent or the Purchasing
Agent, as the case may be, may enter SDFS deliver orders through
the Depositary's Participant Terminal System reversing the orders
entered pursuant to Settlement Procedures G and H, respectively.
Immediately thereafter, the Trustee will deliver the withdrawal
message and take the related actions described in the preceding
paragraph. The Company will reimburse such Agent on an equitable
basis for its loss of the use of funds during any period when the
funds were credited to the account of the Company in connection
with such attempted settlement.
Notwithstanding the foregoing, upon any failure to settle
with respect to any portion of a Book-Entry Security, the
Depositary may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a failure
to settle with respect to any portion of a Book-Entry Security
that was to have been represented by a Global Certificate also
representing other Book-Entry Securities, the Trustee will
provide, in accordance with Settlement Procedures D and E, for
the authentication and issuance of a Global Certificate
representing the remaining principal amount to have been
represented by such Global Certificate and will make appropriate
entries in its records.
<PAGE>
ANNEX III
Accountants' Letter
Pursuant to Section 4(j) and Section 6(d), as the case may
be, of the Distribution Agreement, the Company's independent
certified public accountants shall furnish letters to the effect
that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of
the Act and the applicable rules and regulations thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if
applicable, financial forecasts and/or pro forma financial
information) examined by them and included or incorporated by
reference in the Registration Statement or the Prospectus comply
as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as
applicable, and the related published rules and regulations
thereunder; and, if applicable, they have made a review in
accordance with standards established by the American Institute
of Certified Public Accountants of the consolidated interim
financial statements, selected financial data, pro forma
financial information and/or condensed financial statements
derived from audited financial statements of the Company for the
periods specified in such letter, as indicated in their reports
thereon, copies of which have been furnished to the Agents;
(iii) In their opinion, the unaudited selected financial
information with respect to the consolidated results of
operations and financial position of the Company for the five
most recent fiscal years included in the Prospectus and included
or incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year agrees with
the corresponding amounts (after restatement where applicable) in
the audited consolidated financial statements for the five such
fiscal years which were included or incorporated by reference in
the Company's Annual Reports on Form 10-K for such fiscal years;
(iv) They have made a review in accordance with standards
established by the American Institute of Certified Public
Accountants of the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements
of cash flows included in the Prospectus and/or included in the
Company's quarterly reports on Form 10-Q incorporated by
reference into the Prospectus [as indicated in their reports
thereon copies of which have been separately furnished to the
Agents]; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited
condensed consolidated financial statements referred to in
paragraph (v)(A) below comply as to form in all material respects
with the applicable accounting requirements of the Act and the
Exchange Act and the related published rules and regulations,
nothing came to their attention that caused them to believe that
the unaudited condensed consolidated financial statements do not
comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;
(v) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing
standards, consisting of a reading of the unaudited financial
statements and other information referred to below, a reading of
the latest available interim financial statements of the Company
and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Company and its
subsidiaries responsible for financial and accounting matters and
such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to
believe that:
(A) The unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated
statements of changes in financial position included or
incorporated by reference in the Company's Quarterly Reports
on Form 10-Q incorporated by reference in the Prospectus do
not comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and
regulations thereunder or are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with the basis for the audited
consolidated statements of income, consolidated balance
sheets and consolidated statements of changes in financial
position included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent
fiscal year, as applicable;
(B) Any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, or any such unaudited data and items were not
determined on a basis substantially consistent with the
basis for the corresponding amounts in the audited
consolidated financial statements included or incorporated
by reference in the Company's Annual Report on Form 10-K for
the most recent fiscal year, as applicable;
(C) The unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in
Clause (A) and any unaudited income statement data and
balance sheet items included in the Prospectus and referred
to in Clause (B) were not determined on a basis
substantially consistent with the basis for the audited
financial statements included or incorporated by reference
in the Company's Annual Report on Form 10-K for the most
recent fiscal year, as applicable;
(D) Any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference
in the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or
the pro forma adjustments have not been properly applied to
the historical amounts in the compilation of those
statements;
(E) As of a specified date not more than five days
prior to the date of such letter, there have been any
changes in the consolidated capital stock (other than
issuances of capital stock upon exercise of options and
stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible securities, in
each case which were outstanding on the date of the latest
balance sheet included or incorporated by reference in the
Prospectus) or any increase in the consolidated long-term
debt of the Company and its subsidiaries, or as of the
latest period for which financial statements are available,
any decreases in consolidated net current assets or net
assets or other items specified by the Agents, or any
increases in any items specified by the Agents, in each case
as compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases
which the Prospectus discloses have occurred or may occur or
which are described in such letter; and
(F) For the period from the date of the latest
financial statements included or incorporated by reference
in the Prospectus to the specified date referred to in
Clause (E) there were any decreases in consolidated net
revenues or operating profit or the total or per share
amounts of consolidated net income or other items specified
by the Agents, or any increases in any items specified by
the Agents, in each case as compared with the comparable
period of the preceding year and with any other period of
corresponding length specified by the Agents, except in each
case for increases or decreases which the Prospectus
discloses have occurred or may occur or which are described
in such letter; and
(v) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus
and the limited procedures, inspection of minute books, inquiries
and other procedures referred to in paragraphs (iii) and (iv)
above, they have carried out certain specified procedures, not
constituting an examination in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages
and financial information specified by the Agents which are
derived from the general accounting records of the Company and
its subsidiaries, which appear in the Prospectus (excluding
documents incorporated by reference), or in Part II of, or in
exhibits and schedules to, the Registration Statement specified
by the Agents or in documents incorporated by reference in the
Prospectus specified by the Agents, and have compared certain of
such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have
found them to be in agreement.
All references in this Annex III to the Prospectus shall be
deemed to refer to the Prospectus (including the documents
incorporated by reference therein) as defined in the Distribution
Agreement as of the Commencement Date referred to in Section 6(d)
thereof and to the Prospectus as amended or supplemented
(including the documents incorporated by reference therein) as of
the date of the amendment, supplement, incorporation or the Time
of Delivery relating to the Terms Agreement requiring the
delivery of such letter under Section 4(j) thereof.
EXHIBIT 4
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES E
Due Nine Months or more from Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation, to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company (and any payment hereon is made to Cede & Co. or to such
other entity as is requested by an authorized representative of
The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no
transfer of this Security in whole or in part may be registered,
in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.]
<TABLE>
<CAPTION>
<S> <S> <S>
ORIGINAL ISSUE DATE: REFERENCE INTEREST RATE: BASE INTEREST RATE:
MATURITY DATE: INTEREST PAYMENT DATES:
REDEEMABLE ON OR AFTER: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE
(AT OPTION OF THE COMPANY) REDUCTION:
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
FACE AMOUNT: DENOMINATIONS: DETERMINATION AGENT:
___ and integral multiples of
___ in excess thereof DEPOSITARY (only applicable if
Note is a Global Note):
EXCHANGE RATE AGENT (if other
than Continental Bank,
National Association): SETTLEMENT CURRENCY: INITIAL SPOT RATE:
INDEXED CURRENCY OR COMMODITY:
INITIAL INTEREST RATE: BASE CURRENCY:
___ CURRENCY ( ) ___
___ METAL ( ) ___ OIL
DIVISOR: INDEXED COMPONENT
BASE RATE ___ PRINCIPAL ONLY ___ INTEREST ONLY
TYPE OF NOTE:
OPTION FACTOR: MAXIMUM ADJUSTMENT: ___ OPTION TYPE
___ FUTURES TYPE
SINKING FUND:
OTHER TERMS:
</TABLE>
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company") for value received, hereby promises to pay to
__________________________________________________________________,
or registered assigns, on the Maturity Date specified above, the
face amount specified above if the Indexed Component specified
above is Interest Only, or the sum of the Face Amount and amount
(which may be a negative number) determined as described below
(the "Principal Adjustment") if the Indexed Component is
Principal Only, and to pay interest on the Face Amount, at the
rate described below, from and including the immediately
preceding Interest Payment Date in respect of which interest has
been paid or duly made available for payment (or from and
including the date of issue, if no interest has been paid or duly
made available for payment) to but excluding the applicable Interest
Payment Date or Maturity Date, as the case may be. Interest will
be paid semi-annually on the Interest Payment Dates specified
above in each year, and on the Maturity Date, commencing on the
Interest Payment Date next succeeding the Original Issue Date
(unless the Original Issue Date occurs between a Record Date (as
defined below) and an Interest Payment Date, in which case the
first payment of interest will be due and payable on the Interest
Payment Date following the next succeeding Record Date to the
registered owner on such next succeeding Record Date), until the
principal hereof is paid or duly made available for payment. The
interest payable, and punctually paid or duly provided for, on
any Interest Payment Date will be paid to the Person in whose
name this Security is registered at the close of business on the
fifteenth calendar day next preceding such Interest Payment Date
(each such date a "Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Record Date and may either be paid
to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as maybe
required by such exchange, all as more fully provided in said
Indenture.
The principal of this Note will be payable in the Settlement
Currency shown above (which shall be U.S. dollars if the Indexed
Currency or Commodity specified above is either a metal or oil)
in an amount equal to the Face Amount hereof, plus, if the
Indexed Component is Principal Only, a Principal Adjustment,
which may be a negative number; provided, that the principal
shall be no less than zero and no greater than the sum of (i) the
Face Amount and (ii) the product of the Face Amount and the
Maximum Adjustment, if any, specified above. If no Maximum
Adjustment is specified, there shall be no upward limitation on
the amount of principal payable hereunder.
The Principal Adjustment shall be an amount, rounded upwards
to the nearest unit or subunit of the Settlement Currency, equal
to the product of (a) the Face Amount, (b) the quotient of (i)
the Spot Rate (as defined below) minus the Base Rate (each as
specified above) divided by (ii) the Divisor specified above and
(c) the Option Factor specified above; provided, that if this
Note is specified above to be an "Option Type" Note, and either
(x) the Initial Spot Rate specified above is greater than the
Base Rate and the amount in clause (b) of this sentence is a
negative number, or (y) the Base Rate is greater than the Initial
Spot Rate, and the amount in clause (b) of this sentence is a
positive number, then the Principal Adjustment shall be zero.
If the Indexed Component is Principal Only, the interest rate
on the Face Amount of this Note will be the Reference Interest
Rate set forth above. If the Indexed Component is Interest Only,
the interest rate on the Face Amount of this Note applicable to
any period will be a rate equal to the Base Interest Rate
specified above plus an amount determined as described below (the
"Interest Rate Adjustment"), which may be a negative number,
calculated with respect to the Interest Payment Date falling on
or next following the first day of such period or, in the case of
the first interest payment period, the Original Issue Date;
provided, that if an Initial Interest Rate is specified above,
the interest rate applicable to the period from the Original
Issue Date to the first Interest Payment Date will be such
Initial Interest Rate; provided, further, that the interest rate
on the Face Amount of this Note will at no time be less than 0%
or greater than the product of the Reference Interest Rate and
the Maximum Adjustment, if any, specified above. Subject to
applicable law, if no Maximum Adjustment is specified, there
shall be no limitation on the interest rate on the Face Amount of
this Note.
The Interest Rate Adjustment shall be a rate, rounded upwards
to the nearest thousandth of a percentage point, equal to the
product of (a) the Reference Interest Rate, (b) the quotient of
(i) the Spot Rate minus the Base Rate divided by (ii) the
Divisor, and (c) the Option Factor; provided, that if this Note
is specified above to be an "Option Type" Note and either (x) the
Initial Spot Rate is greater than the Base Rate and the amount in
clause (b) of this sentence is a negative number, or (y) the Base
Rate is greater than the Initial Spot Rate and the amount in
clause (b) of this sentence is a positive number, then the
Interest Rate Adjustment shall be zero.
The "Spot Rate" is, with respect to the Original Issue Date,
the Initial Spot Rate specified above, and, with respect to any
other date, the price for the Indexed Currency or Commodity,
determined in connection with the date (the "Reference Date")
which is, in the case of the determination of the Principal
Adjustment, the Maturity Date or, in the case of the
determination of the Interest Rate Adjustment for any interest
payment period, the Interest Payment Date next preceding such
interest payment period, by the Determination Agent specified
above, to be the open market spot price in U.S. dollars for an
amount of the Indexed Currency or Commodity equivalent in value
(as of the Original Issue Date) to the Face Amount of this Note,
such spot price to be determined (unless otherwise agreed to by
the holder of this Note, the Company and the Determination Agent)
by reference to (a) in the case of currency, the offered price
for such currency at 11:00 A.M., New York time, on the
Determination Date (as defined below); (b) in the case of metals
other than copper, the afternoon fixing for the specified metal
on the London Bullion Market on the Determination Date; and (c)
in the case of copper or oil, the average of settlement prices on
the Commodity Exchange, Inc. or New York Mercantile Exchange,
respectively, for the most current delivery month then trading
for, in the case of copper, the copper contract or, in the case
of oil, the "Light Sweet" Crude Oil Futures Contract, Cushing,
Oklahoma Delivery", in each case for the five Trading Days (as
defined below) preceding the relevant Determination Date. The
"Determination Date" will be the date which is (x) two Business
Days prior to the Reference Date, if the Indexed Currency or
Commodity is a currency and the Indexed Component is Principal
Only, (y) two Trading Days prior to the Reference Date, if the
Indexed Currency or Commodity is either a metal or oil, and the
Indexed Component is Principal Only, and (z) the Trading Day next
preceding the day which is two Business Days prior to the
Reference Date, if the Indexed Component is Interest Only. As
used herein, a "Business Day" is (a) each Monday, Tuesday,
Wednesday, Thursday or Friday, which is not a day on which
banking institutions in The City of New York, generally are
authorized or obligated by law, regulation or executive order to
close and (b) if this Note is denominated in a Settlement
Currency other than U.S. dollars, not a day on which banking
institutions in ___________________________________________________________
<Principal Financial Center of Country of Settlement Currency>
(or, if this Note is denominated in European Currency Units ("ECU's"), in
Luxembourg, in which case "Business Day" shall not include any day that is
a non-ECU clearing day as determined by the ECU Banking Association
in Paris) are authorized or obligated by law, regulation or
executive order to close; a "Trading Day" is any Business Day on
which trades are made and prices are quoted for the Indexed
Currency or Commodity.
For purposes of determining the Principal Adjustment or
Interest Adjustment hereunder, any Base Rate, Spot Rate, Initial
Spot Rate or Divisor shall be stated in terms of units of the
Base Currency specified above (or, if no Base Currency is
specified, U.S. dollars) per unit of the Indexed Currency or
Commodity.
Interest payments for this Note will include interest accrued
to but excluding the Interest Payment Dates. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-
day months.
Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof
on the Maturity Date or a redemption or repayment date, if any)
to be made in U.S. dollars will be paid by check mailed to the
person entitled thereto at his or her last address as it appears
on the registry books of the Company or by wire transfer to such
account as may have been designated by such holder as set forth
herein. Payment of the principal, as adjusted by any Principal
Adjustment described above, premium, if any, and interest, if
any, on this Note due to the holder hereof at maturity or upon
earlier redemption or repayment to be made in U.S. dollars will
be paid, in immediately available funds, upon presentation of
this Note at the Corporate Trust Office of First Trust of
Illinois, National Association in the City of Chicago, Illinois
or its agency in the Borough of Manhattan, The City of New York.
Payments of interest to be made in a currency or currency unit
other than U.S. dollars (other than interest on this Note due to
the holder hereof on the Maturity Date or date of redemption or
repayment, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in or other
jurisdiction ________________________________________________
<Country of Settlement Currency>
acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment
Date by the registered holder of this Note on the relevant Record
Date. Payment in a currency or currency unit, other than U.S.
dollars, of the principal, as adjusted, of, and premium, if any,
and interest, if any, on this Note due to the holder hereof at
the Maturity Date or upon any earlier redemption or repayment
will be made by wire transfer of immediately available funds to a
designated account maintained in _____________________________, or
<Country of Settlement Currency>
other jurisdiction acceptable to the Company and the Trustee as shall
have been designated at least 5 Business Days prior to the Stated
Maturity by the registered holder of this Note at maturity,
provided that this Note is presented for surrender to the Paying
Agent in time for the Paying Agent to make such payment in such
funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York or the City of
Chicago, Illinois and, unless revoked by written notice to the
Paying Agent received by the Paying Agent on or prior to the
Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or
fifteenth calendar day preceding the applicable date of
redemption or repayment, as the case may be, shall remain in
effect with respect to any further payments with respect to this
Note payable to such holder.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Settlement
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Settlement Currency (or, if this
Note is denominated in ECU's, Luxembourg, in which case "Business
Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris)) need not be
made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and
no interest shall accrue for the period from and after such date.
Additional provisions of this Note are contained hereinbelow
and such provisions shall for all purposes have the same effect
as though fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:______________ GENERAL MILLS, INC.
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION By: ___________________________
This is one of the series [name]
designated therein referred [title]
to in the within-mentioned
Indenture.
Attest: ____________________
Assistant Secretary
[SEAL]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
By: __________________________
Authorized Officer
or
______________________________,
as Authenticating Agent
for the Trustee
By:___________________________
Authorized Officer
<PAGE>
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES E
Due Nine Months or more from Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996, as supplemented
(the "Indenture"), duly executed and delivered by the Company to
First Trust of Illinois, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in
the Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000 designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be issued at an original issue discount, be
extendible and be denominated in different currencies.
Payment of the principal of, and premium, if any, and interest
on this Note shall be made in the Settlement Currency shown
above; provided, however, that if the Settlement Currency shown
above is a currency or currency unit other than U.S. dollars,
payment of the principal of, and premium, if any, and interest on
this Note shall be made in U.S. dollars (i) if the paying agent
under the Indenture (the "Paying Agent") has received at its
principal office, on or prior to the relevant Record Date or the
date 15 days prior to the Maturity Date, as the case may be, from
the registered holder of this Note a written election for such
payment in U.S. dollars, (ii) at the election of the Company in
the case of the imposition of exchange controls or other
circumstances beyond the control of the Company as described in
the second following paragraph and (iii) mandatorily if the
Indexed Currency or Commodity specified above is a metal or oil.
An election under the preceding sentence may be made in writing
(mailed or hand delivered) or by cable, telex or other form of
facsimile transmission. Any such election made with respect to
this Note by a registered holder shall remain in effect with
respect to any further payments of interest and premium, if any,
on and principal of this Note payable to such holder, unless such
election is revoked on or prior to the relevant Record Date or
the date 15 days prior to the Maturity Date or applicable date of
redemption or repayment, as the case may be.
Subject to the following sentence, if the Settlement Currency
is other than the Base Currency, the amount of Settlement
Currency to be received by the holder of this Note on any payment
date shall be equal to the quotient of (i) the amount of Base
Currency then due and payable on this Note divided by (ii) the
spot exchange rate for the Settlement Currency versus the Base
Currency based on the highest bid quotation in The City of New
York received by the Exchange Rate Agent (as defined below) on
the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting
dealer of the Base Currency for the Settlement Currency for
settlement on such payment date in the aggregate amount of Base
Currency payable to all holders of Notes other than those holders
electing to receive U.S. dollar payments, and at which such
dealer commits to execute a contract, at 11:00 A.M., New York
City time, on such day. If the holder of this Note transmits a
written election for payment of the principal of, and premium, if
any, and interest on this Note in accordance with the second
sentence of the next preceding paragraph, the U.S. dollar amount
to be received by the holder of this Note shall be based on the
highest bid quotation in The City of New York received by the
Exchange Rate Agent (as defined below) as of 11:00 A.M., New York
City time, on the second Business Day next preceding the
applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Settlement Currency for
U.S. dollars for settlement on such payment date in the aggregate
amount of the Settlement Currency payable to all holders of Notes
electing to receive U.S. dollar payments and at which the
applicable dealer commits to execute a contract. If three such
bid quotations are not available on the second Business Day
preceding the date of payment of principal of, and premium, if
any, or interest on this Note, such payment will be made in the
Settlement Currency. All currency exchange costs associated with
any payment in U.S. dollars on this Note shall be borne by the
holder hereof by deductions from such payment.
Notwithstanding the above, if the Settlement Currency shown
above is a currency or currency unit other than U.S. dollars, and
such Settlement Currency is not available due to the imposition
of exchange controls or other circumstances beyond the control of
the Company, the Company shall be entitled to satisfy its
obligations to the holder of this Note by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the
noon buying rate in The City of New York for cable transfers of
the Specified Currency as certified for customs purposes by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on
the first Business Day prior to such payment, or if such Market
Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment made under
such circumstances in U.S. dollars where the required payment is
in other than U.S. dollars will not constitute default under the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
If so provided above under the heading "Redeemable on or after
(at option of the Company)," this Note may be redeemed by the
Company on and after the date so indicated. On and after the
date, if any, from which this Note may be redeemed, this Note may
be redeemed in whole or in part, at the option of the Company at
a redemption price equal to the product of the principal amount
of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified above, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is
equal to 100%. Any redemption of this Note shall be effected on
not less than 30 nor more than 60 days' notice to the holder
hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, of an amount equal to the integral
multiples referred to above under the heading "Authorized
Denominations" (or, if no such reference is made, an amount equal
to the minimum Authorized Denomination) provided that the
remaining principal amount of any Note surrendered for partial
repayment shall be at least $100,000 or, in the case of non-U.S.
dollar denominated Notes, the minimum Authorized Denomination
referred to above, on any Business Day on or after the "Initial
Date on Which the Note is Repayable at the Option of the Holder"
(as stated above), at the option of the holder, at 100% of the
principal amount to be repaid, plus accrued interest, if any, to
the repayment date. In order for the exercise of option to be
effective and the Notes to be repaid, the Company must receive at
the applicable address of the Paying Agent set forth below or at
such other place or places of which the Company shall from time
to time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly
completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting
forth (a) the name, address, and telephone number of the holder
of this Note, (b) the principal amount of this Note and the
amount of this Note to be repaid, (c) a statement that the option
to elect repayment is being exercised thereby, and (d) a
guarantee stating that the Company will receive this Note, with
the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of
such telegram, telex, facsimile transmission, or letter (and this
Note and form duly completed are received by the Company by such
fifth Business Day). Any such election shall be irrevocable.
The address to which such deliveries are to be made is: First
Trust of Illinois, National Association, Attention: Corporate
Trust Division, 410 North Michigan Avenue, Chicago, Illinois
60611, or, at such other places as the Company shall notify the
holders of the Notes. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any
Note for repayment will be determined by the Company, whose
determination will be final and binding.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated on the face hereof. Global Notes (as
specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the
Specified Currency. Upon due presentment for registration of
transfer of this Note at the office or agency of the Company in
the City of Chicago, Illinois or in the Borough of Manhattan, The
City of New York, a new Note or Notes in authorized denominations
in the Specified Currency for an equal aggregate principal amount
and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below
if applicable, without charge except for any tax or other
governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to the
preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
No reference herein to the Indenture and no provisions of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the
respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any Paying Agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the registration
books of the Company as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee
nor any Paying Agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on
this Note.
No recourse under or upon any obligations, covenant or
agreement contained in the Indenture or in any indenture
supplemental thereto or any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, or
against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, under any rule of law, statue or
constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and
released by the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs
the Company to repay the within Note (or portion thereof
specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment
date, to the undersigned, at
___________________________________________________________________
(Please print or type name and address of the undersigned)
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address, and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid; (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the addendum to the Note duly completed will be
received by the Company not later than five Business Days after
the date of such telegram, telex, facsimile transmission, or
letter (and such Note and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within Note
is to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) which the
holder elects to have repaid: _______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple of thereof or, if the Note is denominated in a
currency other than U.S. dollars, an Authorized Denomination) of
the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid):__________________________.
Date: ___________________________________
Notice: The signature to this
Option to Elect Repayment must
correspond with the name as written
upon page 3 of the Note in every
particular without alteration or
enlargement or any other change
whatsoever.
<PAGE>
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/_______________/_____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ____________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ____________________ _________________________________________
_________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatever.
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
/ / Check box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation, to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of The
Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no
transfer of this Security in whole or in part may be registered,
in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.]
<S> <C> <C>
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPECIFIED CURRENCY
(if other than
U.S. dollars):
REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY): SPREAD MULTIPLIER SPREAD: +
-
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT
PERIOD:
EXCHANGE RATE AGENT: INITIAL REDEMPTION INTEREST RATE RESET
(Only applicable if PERCENTAGE: PERIOD:
Specified Currency is
other than U.S. Dollars)
CALCULATION AGENT: DEPOSITARY:
(Only applicable if this
is a Global Note)
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE SINKING FUND:
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
INTEREST PAYMENT DATES: ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
INTEREST CALCULATION DATES: AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S. dollars)
INTEREST DETERMINATION DATES: OTHER TERMS:
</TABLE>
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company"), for value received, hereby promises to pay to
________________________________________________________________,
or registered assigns, the principal sum of
___________________________________________________ on the
maturity date shown above, or if such date is not a Business Day,
the next succeeding Business Day (the "Maturity Date"), in the
currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay
interest monthly, quarterly, semi-annually or annually as
specified above under "Interest Payment Period," on the Interest
Payment Dates specified above, commencing with the first Interest
Payment Date specified above following the Original Issue Date
specified above, and on the Maturity Date or date of redemption
or repayment, if any, on said principal sum, in like currency, at
a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date specified above
following the Original Issue Date specified above and thereafter
at a rate per annum determined in accordance with the provisions
hereinbelow under the heading "Determination of Interest Rate Per
Annum for Commercial Paper Rate Notes," "Determination of
Interest Rate Per Annum for Prime Rate Notes," "Determination of
Interest Rate Per Annum for LIBOR Notes," "Determination of
Interest Rate Per Annum for Treasury Rate Notes," "Determination
of Interest Rate Per Annum for CD Rate Notes," "Determination of
Interest Rate Per Annum for Federal Funds Rate Notes," or
Determination of Interest Rate Per Annum for CMT Rate Notes
depending upon whether the Interest Rate Basis is the Commercial
Paper Rate, Prime Rate, LIBOR, Treasury Rate, CD Rate, Federal
Funds Rate or CMT Rate, as specified above; provided, however,
that if any Interest Payment Date specified above would otherwise
fall on a day that is not a Business Day (as defined herein),
such Interest Payment Date will be the following day that is a
Business Day, except that in the event that the Interest Rate
Basis for this Note is LIBOR, if such day falls in the next
calendar month, such Interest Payment Date will be the next
preceding day that is a Business Day; provided, further, that the
Company will make such payments in respect of non-U.S. dollar
denominated Notes in the Specified Currency indicated above in
amounts determined as set forth hereinbelow; provided, however,
that payments of principal (and premium, if any) and interest on
Notes denominated in other than U.S. dollars will nevertheless be
made in U.S. dollars (i) at the election of the holder as
provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances
beyond the control of the Company as provided herein. Interest
on this Note shall accrue (a) if the rate at which interest on
this Note is payable shall be adjusted monthly, quarterly, semi-
annually or annually, as specified above under "Interest Rate
Reset Period" and as determined in accordance with the provisions
hereinbelow, from the Interest Payment Date next preceding the
date of this Note to which interest has been paid, unless the
date hereof is an Interest Payment Date to which interest has
been paid, in which case from the date of this Note, or unless no
interest has been paid on this Note, in which case from the
Original Issue Date specified above, until payment of said
principal sum has been made or duly provided for or (b) if the
rate at which interest on this Note is payable shall be adjusted
daily or weekly, as specified above under "Interest Rate Reset
Period" and as determined in accordance with the provisions
hereinbelow, from the Record Date (as defined herein) next
preceding the date of this Note through which interest has been
paid, unless the date hereof is a Record Date through which
interest has been paid, in which case from the day after the date
of this Note, or unless no interest has been paid on this Note,
in which case from the Original Issue Date specified above, until
payment of said principal sum has been made or duly provided for;
provided, however, that if the Original Issue Date is after any
Record Date preceding any Interest Payment Date and before such
Interest Payment Date, interest on this Note shall accrue from
such Interest Payment Date unless the rate at which interest on
this Note is payable shall be adjusted daily or weekly, as
provided above under "Interest Rate Reset Period" and as
determined in accordance with the provisions hereinbelow, in
which case interest on this Note shall accrue from such Record
Date, or, in either case, if no interest has been paid on this
Note, from the Original Issue Date specified above; provided,
further, that if the Company shall default in the payment of
interest due on any Interest Payment Date, then interest on this
Note shall accrue from the next preceding Interest Payment Date
or Record Date, as the case may be, to which interest has been
paid, or, if no interest has been paid on this Note, from the
Original Issue Date specified above.
The interest payable, and punctually paid or duly provided
for, on any Interest Payment Date will be paid to the Person in
whose name this Security is registered at the close of business
on the fifteenth calendar day next preceding such Interest
Payment Date (each such date a "Record Date"). Any such interest
not so punctually paid or duly provided for will forthwith cease
to be payable to the holder on such Record Date and may either be
paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or
Friday which is (a) not a day on which banking institutions in
The City of New York generally are authorized or obligated by
law, regulation or executive order to close, (b) in the event
that the Interest Rate Basis for this Note is LIBOR, a London
Business Day and (c) in the event that this Note is denominated
in a Specified Currency other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law,
regulation or executive order to close in (or, if this Note is
denominated in European Currency Units ("ECUs"),
_______________________________________________________________
<Principal Financial Center of Country of Specified Currency>
in Luxembourg, in which case "Business Day" shall not include any
day that is a non-ECU clearing day as determined by the ECU
Banking Association in Paris). "London Business Day" shall mean
(i) if the Specified Currency is other than ECU, any day on which
dealings in such Specified Currency are transacted in the London
interbank market or (ii) if the Specified Currency is ECU, any
day that does not appear as an ECU non-settlement day on the
display designated as "ISDE" on the Reuter Monitor Money Rates
Service (or a day so designated by the ECU Banking Association)
or, if ECU non-settlement days do not appear on that page (and
are not so designated), is not a day on which payments in ECU
cannot be settled in the international interbank market.
Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof
on the Maturity Date or a redemption or repayment date, if any)
to be made in U.S. dollars will be made by check mailed to the
person entitled thereto at the holder's last address at it
appears on the registry books of the Company or by wire transfer
to such account as may have been appropriately designated by such
holder as set forth herein. Payment of the principal of,
premium, if any, and interest, if any, on this Note due to the
holder hereof at maturity or upon earlier redemption or repayment
to be made in U.S. dollars will be made, in immediately available
funds, upon presentation of this Note at the Corporate Trust
Office of First Trust of Illinois, National Association in the
City of Chicago, Illinois or its agency in the Borough of
Manhattan, The City of New York.
Payments of interest to be made in a currency or currency unit
other than U.S. dollars (other than interest on this Note due to
the holder hereof on the Maturity Date or date of redemption or
repayment, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in
______________________________ or other jurisdiction acceptable
<Country of Specified Currency>
to the Company and the Trustee as shall have been designated at least 5
Business Days prior to the Interest Payment Date by the
registered holder of this Note on the relevant Record Date.
Payment in a currency, or currency unit, other than U.S. dollars,
of the principal and premium and interest, if any, on this Note
due to the holder hereof at maturity or upon any earlier
redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
______________________________, or other jurisdiction acceptable
<Country of Specified Currency>
to the Company and the Trustee as shall have been designated at
least 5 Business Days prior to the Stated Maturity by the registered
holder of this Note at maturity, provided that this Note is
presented for surrender to the Paying Agent in time for the Paying
Agent to make such payment in such funds in accordance with its
normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office or agency in The City of New York or the
City of Chicago, Illinois and, unless revoked by written notice
to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth day preceding the Maturity Date or
applicable date of redemption or repayment, as the case may be,
shall remain in effect with respect to any further payments with
respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency
other than U.S. dollars may elect to receive payments in U.S.
dollars by transmitting a written request for such payment to the
principal office of the paying agent (the "Paying Agent") under
the Indenture on or prior to the Record Date immediately
preceding any Interest Payment Date or at least fifteen calendar
days prior to the Maturity Date or date of redemption or
repayment, if applicable. Such request may be in writing (mailed
or hand delivered) or by cable or telex or, if promptly confirmed
in writing, by other form of facsimile transmission. The holder
of any such Note may elect to receive payment in U.S. dollars for
all principal, premium and interest payments and need not file a
separate election for each payment. Any such election will
remain in effect until revoked by written notice to the Paying
Agent, but written notice of any such revocation must be received
by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth
calendar day preceding the Maturity Date or applicable date of
redemption or repayment.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in ECUs, Luxembourg, in which case "Business
Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris)) need not be
made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on the due date and
no interest shall accrue for the period from and after such date.
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer, and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:_____________________
[name]
[title]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:___________________
By:_________________________________
Authorized Officer Assistant Secretary
OR
______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:__________________________________
Authorized Officer
<PAGE>
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996 as supplemented (the
"Indenture"), duly executed and delivered by the Company to First
Trust of Illinois, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in
the Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000, designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be extendible and be denominated in different
currencies.
The interest rate in effect from the date of issue to the
first Interest Reset Date shall be the Initial Interest Rate
specified above. Commencing with the first Interest Reset Date
specified above following the Original Issue Date specified
above, the rate at which interest on this Note is payable shall
be adjusted daily, weekly, monthly, quarterly, semi-annually or
annually as specified above under "Interest Rate Reset Period".
Each such adjusted rate shall be applicable from and including
the Interest Reset Date to which it relates to but not including
the next succeeding Interest Reset Date or until maturity, as the
case may be. Subject to applicable provisions of law and except
as specified herein, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined with respect
to the Interest Determination Date next preceding such Interest
Reset Date in accordance with the provisions of the applicable
heading below.
Determination of Interest Rate Per Annum for Prime Rate Notes.
If the Interest Rate Basis specified above is Prime Rate, the
interest rate per annum determined with respect to any Interest
Reset Date means the rate set forth for the relevant Prime Rate
Interest Determination Date in H.15(519) under the heading "Bank
Prime Loan." In the event that such rate is not published prior
to 9:00 a.m., New York City time, on the relevant Calculation
Date, then the Prime Rate with respect to such Interest Reset
Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates
Service (or such other page as may replace the USPRIME1 page on
that service for the purpose of displaying prime rates or base
lending rates of major United States banks) ("Reuters Screen
USPRIME1 Page") as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1
Page on such Prime Rate Interest Determination Date, the Prime
Rate with respect to such Interest Reset Date will be the
arithmetic mean of the prime rates or base lending rates (quoted
on the basis of the actual number of days in the year divided by
a 360-day year) as of the close of business on such Prime Rate
Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent; provided, however,
that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Prime Rate with respect to such Interest Reset Date will be the
Prime Rate in effect on such Prime Rate Interest Determination
Date.
Determination of Interest Rate Per Annum for LIBOR Notes. If
the Interest Rate Basis specified above is LIBOR, the interest
rate per annum determined with respect to any Interest
Reset Date will be determined by the Calculation Agent in
accordance with the following provisions:
(i) With respect to any Interest Determination Date relating
to a Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR Interest Determination Date"),
LIBOR will be either: (a) if "LIBOR Reuters" is specified in the
applicable Pricing Supplement, the arithmetic mean of the offered
rates (unless the Designated LIBOR Page by its terms provides
only for a single rate, in which case such single rate shall be
used) for deposits in the Index Currency having the Index
Maturity specified in such Pricing Supplement, commencing on the
applicable Interest Reset Date, that appear (or, if only a single
rate is required as aforesaid, appears) on the Designated LIBOR
Page on Reuters Monitor Money Rates Service as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date, or (b) if
"LIBOR Telerate" is specified in the applicable Pricing
Supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable Pricing Supplement as the method for
calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity specified in such Pricing Supplement,
commencing on such Interest Reset Date, that appears on the
Designated LIBOR Page on Telerate Data Service as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date. If fewer
than two such offered rates appear, or if no such rate appears,
as applicable, LIBOR on such LIBOR Interest Determination Date
will be determined in accordance with the provisions described in
clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest
Determination Date is to be determined pursuant to this clause
(ii), the Calculation Agent will request the principal London
offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, to prime banks
in the London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction
in such Index Currency in such market at such time. If at least
two such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR
determined on such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 a.m.,
or such other time specified in the applicable Pricing
Supplement, in the applicable Principal Financial Center (as
defined below), on such LIBOR Interest Determination Date by
three major banks in such Principal Financial Center selected by
the Calculation Agent for loans in the Index Currency to leading
European banks, having the Index Maturity designated in the
applicable Pricing Supplement and in a principal amount that is
representative for a single transaction in such Index Currency in
such market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR determined on such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite
currencies) specified in the applicable Pricing Supplement as the
currency for which LIBOR shall be calculated. If no such
currency is specified in the applicable Pricing Supplement, the
Index Currency shall be United States dollars.
"Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that
with respect to United States dollars, Deutsche marks, Italian
lira, Swiss francs, Dutch guilders and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.
Determination of Interest Rate Per Annum for Treasury Rate
Notes. If the Interest Rate Basis specified above is Treasury
Rate, the interest rate per annum determined with respect to any
Interest Reset Date specified above means the rate for the
auction on the relevant Treasury Interest Determination Date of
direct obligations of the United States ("Treasury bills") having
the specified Index Maturity as published in H.15(519) under the
heading "United States Government Securities-Treasury
Bills-auction average (investment)" or, if not so published by
9:00 a.m., New York City time, on the relevant Calculation Date,
the auction average rate (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as appropriate, and applied
on a daily basis) for such auction as otherwise announced by the
United States Department of the Treasury. In the event that the
results of such auction of Treasury bills having the specified
Index Maturity are not published or reported as provided above by
3:00 p.m., New York City time, on such Calculation Date, or if no
such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant
Treasury Rate Interest Determination Date for the specified Index
Maturity under the heading "United States Government
Securities_Treasury Bills_Secondary Market." In the event such
rate is not so published by 3:00 p.m., New York City time, on the
relevant Calculation Date, the Treasury Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as appropriate, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates as of approximately 3:30 p.m., New York City
time, on such Treasury Interest Determination Date, of three
primary United States government securities dealers in The City
of New York selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the specified
Index Maturity; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Treasury Rate with
respect to such Interest Reset Date will be the Treasury Rate in
effect on such Treasury Interest Determination Date.
Determination of Interest Rate Per Annum for Commercial Paper
Rate Notes. If the Interest Rate Basis specified above is
Commercial Paper Rate, the Interest Rate per annum determined
with respect to any Interest Reset Date specified above means the
Money Market Yield (calculated as described below) of the per
annum rate (quoted on a bank discount basis) for the relevant
Commercial Paper Interest Determination Date for commercial paper
having the specified Index Maturity as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication
of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper." In the event
that such rate is not published prior to 9:00 a.m. New York City
time, on the relevant Calculation Date, then the Commercial Paper
Rate with respect to such Interest Reset Date shall be the Money
Market Yield of such rate on such Commercial Paper Interest
Determination Date for commercial paper having the specified
Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release, "Composite 3:30 p.m.
Quotations for United States Government Securities" or any
successor publication published by the Federal Reserve Bank of
New York ("Composite Quotations") under the heading "Commercial
Paper." If by 3:00 p.m., New York City time, on such Calculation
Date such rate is not yet published in either H.15(519) or
Composite Quotations, the Commercial Paper Rate with respect to
such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean
of the offered per annum rates (quoted on a bank discount basis),
as of 11:00 a.m., New York City time, on such Commercial Paper
Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index
Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical
rating agency; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Commercial Paper Rate
with respect to such Interest Reset Date will be the Commercial
Paper Rate in effect on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
360 x D
Money Market Yield = 100 x -------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period from the
Interest Reset Date to but excluding the next Interest Reset
Date, or Maturity, redemption or repayment date as appropriate.
Determination of Interest Rate Per Annum for CD Rate Notes.
If the Interest Rate Basis specified above is CD Rate, the
Interest Rate per annum determined with respect to any Interest
Reset Date specified above means the rate for the relevant CD
Rate Interest Determination Date for negotiable certificates of
deposit having the specified Index Maturity as published in
H.15(519) under the heading "CDs (Secondary Market)." In the
event that such rate is not published prior to 9:00 a.m., New
York City time, on the relevant Calculation Date, then the CD
Rate with respect to such Interest Reset Date shall be the rate
on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as
published in Composite Quotations under the heading "Certificates
of Deposit." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not published in either H.15(519)
or Composite Quotations, the CD Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the secondary market offered
rates, as of 10:00 a.m., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks
with a remaining maturity closest to the specified Index Maturity
in a denomination of U.S. $5,000,000; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Date will be the CD Rate in effect
on such CD Rate Interest Determination Date.
Determination of Interest Rate Per Annum for Federal Funds
Rate Notes. If the Interest Rate Basis specified above is
Federal Funds Rate, the Interest Rate per annum determined with
respect to any Interest Reset Date specified above means the rate
on the relevant Federal Funds Interest Determination Date for
Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not
published prior to 9:00 a.m., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to
such Interest Reset Date will be the rate on such Federal Funds
Interest Determination Date for Federal Funds as published in
Composite Quotations under the heading "Federal Funds/Effective
Rate." If by 3:00 p.m., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite
Quotations, the Federal Funds Rate with respect to such Interest
Reset Date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the rates, as of 9:00 a.m., New York
City time, on such Federal Funds Interest Determination Date, for
the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New
York selected by the Calculation Agent; provided, however, that
if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the
Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds
Interest Determination Date.
Determination of Interest Rate Per Annum For CMT Rate Notes.
If the Interest Rate Basis specified above is the CMT Rate, the
Interest Rate per annum determined with respect to any CMT
Interest Reset Date specified above means the rate displayed on
the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve
Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index (as defined
below) for (i) if the Designated CMT Telerate Page is 7055, the
rate on the related CMT Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the week or the month,
as specified in the applicable Pricing Supplement, ended
immediately preceding the week or month (as applicable) in which
the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed
prior to 3:00 p.m., New York City time, on the relevant
Calculation Date, then the CMT Rate with respect to such CMT
Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). If such rate is no longer published,
or, is not published by 3:00 p.m., New York City time, on such
Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be such Treasury Constant Maturity rate
for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT
Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of
the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable
to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such
information is not provided by 3:00 p.m., New York City time, on
the related Calculation Date, then the CMT Rate for the CMT
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time on the CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury notes
quotations, the CMT Rate for such CMT Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City
time, on the CMT Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the
number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least
$100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be
eliminated; provided however, that if fewer than three Reference
Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on
such CMT Interest Determination Date. If two Treasury notes with
an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury note
with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated in the applicable
Pricing Supplement (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing
Supplement, the Designated CMT Telerate Page shall be 7052, for
the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified in the applicable Pricing
Supplement with respect to which the CMT Rate will be calculated.
If no such maturity is specified in the applicable Pricing
Supplement, the Designated CMT Maturity Index shall be 2 years.
Notwithstanding the foregoing, the interest rate per annum
hereon shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, specified
above. The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each
Interest Calculation Date.
The interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
At the request of the holder hereof, the Calculation Agent
will provide to the holder hereof the interest rate hereon then
in effect and, if different, the interest rate which will become
effective as a result of a determination made on the most recent
Interest Determination Date with respect to this Note.
Interest payments hereon will include interest accrued to but
excluding the applicable Interest Payment Date; provided,
however, that if the rate at which interest on this Note is
payable shall be adjusted daily or weekly as specified above
under "Interest Rate Reset Period" and as determined in
accordance with the provisions hereof, interest payable on any
Interest Payment Date, other than interest payable on any date on
which principal hereof is payable, will include interest accrued
to and including the Record Date next preceding such Interest
Payment Date. Accrued interest hereon from the Original Issue
Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the
interest factors calculated for each day from the Original Issue
Date or from the last date to which interest shall have been paid
or duly provided for, as the case may be, up to but not including
the date for which accrued interest is being calculated. The
interest factor (expressed as a decimal calculated to seven
decimal places, without rounding) for each such day shall be
computed by dividing the interest rate per annum (expressed as a
decimal calculated to seven decimal places, without rounding)
applicable to such day by 360 if the Interest Rate Basis
specified above is Prime Rate, LIBOR, Commercial Paper Rate, CD
Rate, Federal Funds Rate, or by the actual number of days in the
year if the Interest Rate Basis specified above is Treasury Rate
or CMT Rate.
If this Note is denominated in a currency or currency unit
other than U.S. dollars, any U.S. dollar amount to be received by
a holder of this Note will be based on the highest bid quotation
(rounded to the nearest cent) in The City of New York received by
the Exchange Rate Agent as of 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement
on such payment date, in an amount equal to the aggregate amount
of the Specified Currency payable to all holders of Notes
electing to receive U.S. dollar payments on such payment date and
at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available, payments will be
made in the Specified Currency. All currency exchange costs
associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is
payable in a currency or currency unit other than U.S. dollars
and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal, premium or interest to be made in the Specified
Currency, then the Company shall be entitled to satisfy its
obligations hereunder by making such payment in U.S. dollars.
Any such payment shall be made on the basis of the noon buying
rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") on the first
Business Day prior to such payment, or if such Market Exchange
Rate is not then available, on the basis of the most recently
available Market Exchange Rate. Any payment under such
circumstances in U.S. dollars where required payment is in a
Specified Currency will not constitute a default under the
Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
If so provided above under the heading "Redeemable on or after
(at option of Company)," this Note may be redeemed by the Company
on and after the date so indicated. On and after the date, if
any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company at a
redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage.
The Redemption Percentage shall initially equal the Initial
Redemption Percentage specified above, and shall decline at each
anniversary of the initial date that this Note is redeemable by
the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to
100%. Any redemption of this Note shall be effected on not less
than 30 nor more than 60 days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, of an amount equal to the integral
multiples referred to under the heading "Authorized
Denominations" (or, if no such reference is made, an amount equal
to the minimum Authorized Denomination) provided that the
remaining principal amount of any Note surrendered for partial
repayment shall be at least $100,000 or, in the case of non-U.S.
dollar denominated Notes, the minimum Authorized Denomination
referred to above, on any Business Day on or after the "Initial
Date on Which the Note is Repayable at the Option of the Holder"
(as stated above), at the option of the holder, at the repayment
amount specified above, plus accrued interest, if any, to the
repayment date. In order for the exercise of the option to be
effective and the Notes to be repaid, the Company must receive at
the applicable address of the Paying Agent set forth below or at
such other place or places of which the Company shall from time
to time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address and telephone number of the holder of this
Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating
that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later
than 5 Business Days after the date of such telegram, telex,
facsimile transmission or letter (and this Note and form duly
completed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The addresses to
which such deliveries are to be made is First Bank of Illinois,
National Association, Attention: Corporate Trust Division, 410
North Michigan Avenue, Chicago, Illinois 60611 (or, at such other
places as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated above. Global Notes (as specified above)
may represent Notes in denominations of $1,000 and integral
multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of
this Note at the office or agency of the Company in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New
York, a new Note or Notes in authorized denominations in the
Specified Currency for an equal aggregate principal amount and
like interest rate and maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the
respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the Debt Security
Register of the Company as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee
nor any paying agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on
this Note.
No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in any indenture
supplemental thereto or any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, or
against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and
released by the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
_________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the repayment date, to
the undersigned, at
________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, day, or, if
such day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, (i) this Note, with this "Option to
Elect Repayment" form duly completed, or (ii) a telegram, telex,
facsimile transmission, or letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the
United States of America setting forth (a) the name, address and
telephone number of the holder of the Note, (b) the principal
amount of the Note and the amount of the Note to be repaid, (c) a
statement that the option to elect repayment is being exercised
thereby, and (d) a guarantee stating that the Note to be repaid
with the form entitled "Option to Elect Repayment" on the
addendum to the Note duly completed will be received by the
Company not later than 5 Business Days after the date of such
telegram, telex, facsimile transmission or letter (and such Note
and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000
or an integral multiple thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination)
of the Note or Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid): __________________________.
Date: ________________ __________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon page 2 of the Note
in every particular without alteration or
enlargement or any other change whatsoever.
<PAGE>
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM --as tenants in common UNIF GIFT MIN ACT-_____CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
__________________
/__________________/__________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ________________________________________ attorney to transfer
said Note on the books of the Company, with full power of substitution in
the premises.
Dated: ___________________ __________________________________________
__________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation, to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of The
Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no
transfer of this Security in whole or in part may be registered,
in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.]
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD DEFAULT RATE:
FOR SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
___ APPROXIMATE ___ EXACT
OTHER TERMS:
</TABLE>
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company"), for value received, hereby promises to pay to
____________________________________________________, or registered
assigns, the principal sum of _________________________________ on the
maturity date shown above, or if such date is not a Business Day
(as defined below), the next succeeding Business Day (the
"Maturity Date"), in the currency specified above as at the time
of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum at the
rate per annum (computed on the basis of a 360-day year of twelve
30-day months) shown above, in like currency, semi-annually on
each Interest Payment Date set forth above from and including the
immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (or
from and including the date of issue, if no interest has been
paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or Maturity Date, as the case
may be provided, however, that the Company will make such
payments in respect of non-U.S. dollar denominated Notes in the
Specified Currency indicated above in amounts determined as set
forth hereinbelow; provided, however, that payments of principal
(and premium, if any) and interest on Notes denominated in other
than U.S. dollars will nevertheless be made in U.S. dollars (i)
at the election of the holder as provided herein and (ii) at the
election of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company
as provided herein. Unless this Note is a Note which has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
Original Issue Date indicated above. If this Note has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor
Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated between
a Record Date (as defined below) and an Interest Payment Date
will be due and payable on the Interest Payment Date following
the next succeeding Record Date to the registered owner on such
next succeeding Record Date.
The interest payable, and punctually paid or duly provided
for, on any Interest Payment Date will be paid to the Person in
whose name this Security is registered at the close of business
on the fourteenth calendar day next preceding such Interest
Payment Date (each such date a "Record Date"). Any such interest
not so punctually paid or duly provided for will forthwith cease
to be payable to the holder on such Record Date and may either be
paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
Payment of interest on this Note due on any Interest Payment
Date (other than interest on this Note due to the holder hereof
on the Maturity Date or a redemption or repayment date, if any)
to be made in U.S. dollars will be paid by check mailed to the
person entitled thereto at his or her last address as it appears
on the registry books of the Company or by wire transfer to such
account as may have been designated by such holder as set forth
herein. Payment of the principal of, premium, if any, and
interest, if any, on this Note due to the holder hereof at
maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be paid, in immediately available funds, upon
presentation of this Note at the Corporate Trust Office of First
Trust of Illinois, National Association in the City of Chicago,
Illinois or its agency in the Borough of Manhattan, The City of
New York.
Payments of interest to be made in a currency or currency unit
other than U.S. dollars (other than interest on this Note due to
the holder hereof on the Maturity Date or date of redemption or
repayment, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in
_________________________________________________ or other jurisdiction
<Country of Specified Currency>
acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment
Date by the registered holder of this Note on the relevant Record
Date. Payment in a currency or currency unit, other than U.S.
dollars, of the principal of and premium and interest, if any, on
this Note due to the holder hereof at maturity or upon any
earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
_______________________________, or other jurisdiction acceptable
<Country of Specified Currency>
to the Company and the Trustee as shall have been designated at least
5 Business Days prior to the Stated Maturity by the registered holder
of this Note at maturity, provided that this Note is presented for
surrender to the Paying Agent in time for the Paying Agent to
make such payment in such funds in accordance with its normal
procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office or agency in The City of New York or the
City of Chicago, Illinois and, unless revoked by written notice
to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth calendar day preceding the Maturity
Date or applicable date of redemption or repayment, as the case
may be, shall remain in effect with respect to any further
payments with respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency
other than U.S. dollars may elect to receive payments in U.S.
dollars by transmitting a written request for such payment to the
principal office of the paying agent under the Indenture ("Paying
Agent") on or prior to the Record Date immediately preceding any
Interest Payment Date or at least fifteen calendar days prior to
the Maturity Date or date of redemption or repayment, if
applicable. Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission. The holder of
any such Note may elect to receive payment in U.S. dollars for
all principal, premium and interest payments, if any, and need
not file a separate election for each payment. Any such election
will remain in effect until revoked by written notice to the
Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the Record Date
immediately preceding the applicable Interest Payment Date or the
fifteenth calendar day preceding the Maturity Date or applicable
date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in European Currency Units ("ECUs"),
Luxembourg, in which case "Business Day" shall not include any
day that is a non-ECU clearing day as determined by the ECU
Banking Association in Paris)) need not be made on such day, but
may be made on the next succeeding Business Day with the same
force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or
Friday which is (a) not a day on which banking institutions in
The City of New York generally are authorized or obligated by
law, regulation or executive order to close and (b) in the event
that this Note is denominated in a Specified Currency other than
U.S. dollars, not a day on which banking institutions in
__________________________________________________________ (or, if this
<Principal Financial Center of Country of Specified Currency>
Note is denominated in ECUs, in Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU
clearing day as determined by the ECU Banking Association in
Paris) are authorized or obligated by law, regulation or
executive order to close.
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer, and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred
to in the within-mentioned
Indenture. By:_____________________
[name]
[title]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:___________________
By:_________________________________
Authorized Officer Assistant Secretary
OR
_____________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:__________________________________
Authorized Officer
<PAGE>
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996 (the "Indenture"),
duly executed and delivered by the Company to First Trust of
Illinois, National Association, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, duties and
immunities thereunder of the Trustee and the rights thereunder of
the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000 designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be issued at an original issue discount, be
extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit
other than U.S. dollars, any U.S. dollar amount to be received by
a holder of this Note will be based on the highest bid quotation
(rounded to the nearest cent) in The City of New York received by
the Exchange Rate Agent as of 11:00 A.M., New York City time, on
the first Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be
the Exchange Rate Agent) for the purchase by the quoting dealer
of the Specified Currency for U.S. dollars for settlement on such
payment date, in an amount equal to the aggregate amount of the
Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments on such payment date and at which
the applicable dealer commits to execute a contract. If three
such bid quotations are not available, payments will be made in
the Specified Currency. All currency exchange costs associated
with any payments in U.S. dollars will be borne by the holder of
the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is
payable in a currency or currency unit other than U.S. dollars
and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then
the Company shall be entitled to satisfy its obligations
hereunder by making such payment in U.S. dollars. Any such
payment shall be made on the basis of the noon buying rate in The
City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the first Business Day prior
to such payment, or if such Market Exchange Rate is not then
available, on the basis of the most recently available Market
Exchange Rate. Any payment under such circumstances in U.S.
dollars where required payment is in a Specified Currency will
not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
If so provided above under the heading "Redeemable on or after
(at option of the Company)," this Note may be redeemed by the
Company on and after the date so indicated. On and after the
date, if any, from which this Note may be redeemed, this Note may
be redeemed in whole or in part, at the option of the Company at
a redemption price equal to the product of the principal amount
of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified above, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is
equal to 100%. Any redemption of this Note shall be effected on
not less than 30 nor more than 60 days' notice to the holder
hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 or, in the case of non-U.S.
dollar denominated Notes, of an amount equal to the integral
multiples referred to under the heading "Authorized
Denominations" provided that the remaining principal amount of
any Note surrendered for partial repayment shall be at least
$100,000, or, in the case of non-U.S. dollar denominated Notes,
the minimum Authorized Denomination referred to above, on any
Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated above), at the
option of the holder, at 100% of the principal amount to be
repaid, plus accrued interest, if any, to the repayment date. In
order for the exercise of the option to be effective and the
Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other
place or places of which the Company shall from time to time
notify the holder of the within Note, on or before the fifteenth,
but not earlier than the twenty-fifth calendar day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address and telephone number of the holder of this
Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating
that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later
than 5 Business Days after the date of such telegram, telex,
facsimile transmission or letter (and this Note and form duly
completed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is First Trust of Illinois,
National Association, Attention: Corporate Trust Division, 410
North Michigan Avenue, Chicago, Illinois 60611 (or, at such other
places as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
If this Note is issued with an original issue discount, (i) if
an Event of Default with respect to the Notes shall have occurred
and be continuing, the amount of principal of this Note which may
be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture, shall be
determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in
principal upon acceleration, redemption, repayment at the option
of the holder or at the stated maturity hereof, in lieu of any
interest otherwise payable, the overdue principal of this Note
shall bear interest at a rate of interest per annum equal to the
Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from
the date of such acceleration, redemption, repayment at the
option of the holder or stated maturity, as the case may be, to
the date payment has been made or duly provided for or such
default has been waived in accordance with the terms of the
Indenture.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated above. Global Notes (as specified above)
may represent Notes in denominations of $1,000 and integral
multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of
this Note at the office or agency of the Company in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New
York, a new Note or Notes in authorized denominations in the
Specified Currency for an equal aggregate principal amount and
like interest rate and maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the
respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the registration
books of the Company as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee
nor any paying agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on
this Note.
No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in any indenture
supplemental thereto or any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, or
against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and
released by the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
_________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the repayment date, to
the undersigned, at
_________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the addendum to the Note duly completed will be
received by the Company not later than 5 Business Days after the
date of such telegram, telex, facsimile transmission or letter
(and such Note and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000
or an integral multiple thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination)
of the Note or Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid): __________________________.
Date: ___________________ ________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon page 2 of the Note
in every particular without alteration or
enlargement or any other change whatsoever.
<PAGE>
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM --as tenants in common UNIF GIFT MIN ACT--____CUSTODIAN_____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/________________/____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _____________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: _________________________ __________________________________________
__________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES E
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation, to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of The
Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no
transfer of this Security in whole or in part may be registered,
in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.]
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT
SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD DEFAULT RATE:
FOR SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
___ APPROXIMATE ___ EXACT
AMORTIZING PAYMENT DATES: AMOUNT PAYABLE:
OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the
"Company"), for value received, hereby promises to pay to
_____________________________________________________, or the person in
whose name this Note is registered at the close of business on the
fourteenth calendar day next preceding the Amortizing Payment Date
specified above, the applicable installment on the principal sum of
_______________________________________________________ on each
Amortizing Payment Date, or if such date is not a Business Day
(as defined below), the next succeeding Business Day, in the
currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts; and to pay
interest on the unpaid principal amount hereof at the rate per
annum (computed on the basis of a 360-day year of twelve 30-day
months) shown above, in like currency, semi-annually on each
Interest Payment Date set forth above from and including the
immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (or
from and including the date of issue, if no interest has been
paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or Maturity Date, as the case
may be; provided, however, that the Company will make such
payments in respect of non-U.S. dollar denominated Notes in the
Specified Currency indicated above in amounts determined as set
forth hereinbelow; provided, however, that payments of principal
(and premium, if any) and interest on Notes denominated in other
than U.S. dollars will nevertheless be made in U.S. dollars (i)
at the election of the holder as provided herein and (ii) at the
election of the Company in the case of imposition of exchange
controls or other circumstances beyond the control of the Company
as provided herein. Unless this Note is a Note which has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
Original Issue Date indicated above. If this Note has been
issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the
last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor
Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated between
a Record Date (as defined below) and an Interest Payment Date
will be due and payable on the Interest Payment Date following
the next succeeding Record Date to the registered owner on such
next succeeding Record Date.
The interest, principal (and premium, if any) payable, and
punctually paid or duly provided for, on any Interest Payment
Date will be paid to the Person in whose name this Security is
registered at the close of business on the fourteenth calendar
day next preceding such Interest Payment Date (each such date a
"Record Date"). Any such interest, principal and premium not so
punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Record Date and may either be paid
to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities
of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture.
Payment of interest and principal on this Note due on any
Interest Payment Date or Amortizing Payment Date, as the case may
be, (other than interest or principal (and premium, if any) on
this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars
will be paid by check mailed to the person entitled thereto at
his or her last address as it appears on the registry books of
the Company or by wire transfer to such account as may have been
designated by such holder as set forth herein. Payment of the
principal of, premium, if any, and interest, if any, on this Note
due to the holder hereof on the Maturity Date or upon earlier
redemption or repayment to be made in U.S. dollars will be paid,
in immediately available funds, upon presentation of this Note at
the Corporate Trust Office of First Trust of Illinois, National
Association in the City of Chicago, Illinois or its agency in the
Borough of Manhattan, The City of New York.
Payments of interest and principal to be made in a currency or
currency unit other than U.S. dollars (other than interest or
principal (and premium, if any) on this Note due to the holder
hereof on the Maturity Date or a redemption or repayment date, if
any) will be paid by wire transfer of immediately available funds
to a designated account maintained in ________________________________
<Country of Specified Currency>
or a jurisdiction acceptable to the Company and the Trustee as
shall have been designated at least 5 Business Days prior to the
Interest Payment Date or Amortizing Payment Date, as the case may
be, by the registered holder of this Note on the relevant Record
Date. Payment of interest and principal (and premium, if any) to
be made in a currency or currency unit, other than U.S. dollars,
on the Maturity Date or upon any earlier redemption or repayment
will be made by wire transfer of immediately available funds to a
designated account maintained in _______________________________,
<Country of Specified Currency>
or other jurisdiction acceptable to the Company and the Trustee
as shall have been designated at least 5 Business Days prior to
the payment date by the registered holder of this Note, provided
that this Note is presented for surrender to the Paying Agent
in time for the Paying Agent to make such payment in such funds
in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office or agency in The City of New York or the
City of Chicago, Illinois and, unless revoked by written notice
to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest
Payment Date or the fifteenth calendar day preceding the Maturity
Date or date of redemption or repayment, as the case may be,
shall remain in effect with respect to any further payments with
respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency
other than U.S. dollars may elect to receive payments in U.S.
dollars by transmitting a written request for such payment to the
principal office of the paying agent under the Indenture ("Paying
Agent") on or prior to the Record Date immediately preceding any
Interest Payment Date or at least fifteen calendar days prior to
the Maturity Date or date of redemption or repayment, if
applicable. Such request may be in writing (mailed or hand
delivered) or by cable or telex or, if promptly confirmed in
writing, by other form of facsimile transmission. The holder of
any such Note may elect to receive payment in U.S. dollars for
all principal, premium and interest payments, if any, and need
not file a separate election for each payment. Any such election
will remain in effect until revoked by written notice to the
Paying Agent, but written notice of any such revocation must be
received by the Paying Agent on or prior to the Record Date
immediately preceding the applicable Interest Payment Date or the
fifteenth calendar day preceding the Maturity Date, or applicable
date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received
by the Trustee on or before the requisite date or for any other
reason, a notice will be mailed to the holder at its registered
address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such
designation, such payment will be made within 5 Business Days of
such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, but any tax, assessment or governmental charge imposed
upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this
Note is payable in other than U.S. dollars and such Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the
Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on
the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein.
Any payment on this Note due on any day which is not a
Business Day in The City of New York (or if this Note is
denominated in other than U.S. dollars, which is not a Business
Day in the country issuing the Specified Currency (or, if this
Note is denominated in European Currency Units ("ECUs"),
Luxembourg, in which case "Business Day" shall not include any
day that is a non-ECU clearing day as determined by the ECU
Banking Association in Paris)) need not be made on such day, but
may be made on the next succeeding Business Day with the same
force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or
Friday which is (a) not a day on which banking institutions in
The City of New York generally are authorized or obligated by
law, regulation or executive order to close and (b) in the event
that this Note is denominated in a Specified Currency other than
U.S. dollars, not a day on which banking institutions in
____________________________________________________________ (or, if
<Principal Financial Center of Country of Specified Currency>
this Note is denominated in ECUs, in Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing
day as determined by the ECU Banking Association in Paris) are
authorized or obligated by law, regulation or executive order to close.
Additional provisions of this Note are contained following the
signature lines and Certificate of Authentication hereof and such
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by an authorized officer of the Trustee or its duly
authorized agent under the Indenture referred to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this
instrument to be signed by its duly authorized officer, and has
caused a facsimile of its corporate seal to be affixed hereto or
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:______________________
[name]
[title]
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
By:____________________________________
Authorized Officer ______________ Secretary
OR
_______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:____________________________________
Authorized Officer
<PAGE>
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES E
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Debt Securities"), all issued or to be issued under and pursuant
to an indenture dated as of February 1, 1996, as supplemented
(the "Indenture"), duly executed and delivered by the Company to
First Trust of Illinois, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in
the Indenture, the Debt Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. This Note is one of a
series of the Debt Securities, which series is limited in
aggregate principal amount to $500,000,000 designated as the
Medium-Term Notes, Series E (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at
different rates, be redeemable at different times or not at all,
be repayable at the option of the holder at different times or
not at all, be issued at an original issue discount, be
extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit
other than U.S. dollars, any U.S. dollar amount to be received by
a holder of this Note will be based on the highest bid quotation
(rounded to the nearest cent) in The City of New York received by
the Exchange Rate Agent as of 11:00 A.M., New York City time, on
the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may
be the Exchange Rate Agent) for the purchase by the quoting
dealer of the Specified Currency for U.S. dollars for settlement
on such payment date, in an amount equal to the aggregate amount
of the Specified Currency payable to all holders of Notes
electing to receive U.S. dollar payments on such payment date and
at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available, payments will be
made in the Specified Currency. All currency exchange costs
associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is
payable in a currency or currency unit other than U.S. dollars
and, due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Specified
Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then
the Company shall be entitled to satisfy its obligations
hereunder by making such payment in U.S. dollars. Any such
payment shall be made on the basis of the noon buying rate in The
City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the first Business Day prior
to such payment, or if such Market Exchange Rate is not then
available, on the basis of the most recently available Market
Exchange Rate. Any payment under such circumstances in U.S.
dollars where required payment is in a Specified Currency will
not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
unpaid principal hereof may be declared, and upon such
declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
If so provided above under the heading "Redeemable on or after
(at option of the Company)," this Note may be redeemed by the
Company on and after the date so indicated. On and after the
date, if any, from which this Note may be redeemed, this Note may
be redeemed in whole or in part, at the option of the Company at
a redemption price equal to the product of the principal amount
of this Note to be redeemed multiplied by the Redemption
Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified above, and shall decline
at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage
Reduction specified above, until the Redemption Percentage is
equal to 100%. Any redemption of this Note shall be effected on
not less than 30 nor more than 60 days' notice to the holder
hereof.
If so provided above, this Note will be repayable in whole or
in part in increments of $1,000 original face amount or, in the
case of non-U.S. dollar denominated Notes, of an amount equal to
the integral multiples referred to under the heading "Authorized
Denominations" provided that the remaining principal amount of
any Note surrendered for partial repayment shall be at least
$100,000 or, in the case of non-U.S. dollar denominated Notes,
the minimum Authorized Denomination referred to above, on any
Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated above), at the
option of the holder, at 100% of the principal amount to be
repaid, plus accrued interest, if any, to the repayment date. In
order for the exercise of the option to be effective and the
Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other
place or places of which the Company shall from time to time
notify the holder of the within Note, on or before the fifteenth,
but not earlier than the twenty-fifth calendar day, or, if such
day is not a Business Day, the next succeeding Business Day,
prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or
(ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a)
the name, address and telephone number of the holder of this
Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating
that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later
than 5 Business Days after the date of such telegram, telex,
facsimile transmission or letter (and this Note and form duly
completed are received by the Company by such fifth Business
Day). Any such election shall be irrevocable. The address to
which such deliveries are to be made is First Trust of Illinois,
National Association, Attention: Corporate Trust Division, 410
North Michigan Avenue, Chicago, Illinois 60611 (or, at such other
places as the Company shall notify the holders of the Notes).
All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
If this Note is issued with an original issue discount, (i) if
an Event of Default with respect to the Notes shall have occurred
and be continuing, the amount of principal of this Note which may
be declared due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture, shall be
determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in
principal upon acceleration, redemption, repayment at the option
of the holder or at the stated maturity hereof, in lieu of any
interest otherwise payable, the overdue principal of this Note
shall bear interest at a rate of interest per annum equal to the
Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from
the date of such acceleration, redemption, repayment at the
option of the holder or stated maturity, as the case may be, to
the date payment has been made or duly provided for or such
default has been waived in accordance with the terms of the
Indenture.
The Notes are issuable in global or definitive form without
coupons in denominations of $1,000 and integral multiples thereof
or, if the Specified Currency is other than U.S. dollars, in the
denominations indicated above. Global Notes (as specified above)
may represent Notes in denominations of $1,000 and integral
multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of
this Note at the office or agency of the Company in the City of
Chicago, Illinois or in the Borough of Manhattan, The City of New
York, a new Note or Notes in authorized denominations in the
Specified Currency for an equal aggregate principal amount and
like interest rate and maturity will be issued to the transferee
in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at
any time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be
exchangeable for definitive Notes in registered form or (z) an
Event of Default with respect to the Notes represented hereby has
occurred and is continuing. A Global Note shall be exchangeable
into Notes issuable only in denominations of $1,000 and integral
multiples thereof. No Notes shall be issuable in denominations
of less than $1,000. If this Note is exchangeable pursuant to
the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same
rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency,
Stated Maturity and other terms and of differing denominations
aggregating a like amount.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the places, at the
respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and
treat the registered holder hereof as the absolute owner of this
Note at such holder's address as it appears on the registration
books of the Company as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue),
for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee
nor any paying agent shall be affected by any notice to the
contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on
this Note.
No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in any indenture
supplemental thereto or any Note, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, or
against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
personal liability of every such incorporator, stockholder,
officer and director, as such, being expressly waived and
released by the acceptance hereof and as a condition of and as
part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
<PAGE>
_________________________
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to the repayment date, to
the undersigned, at
__________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such
other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the
fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with
this "Option to Elect Repayment" form duly completed, or (ii) a
telegram, telex, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name,
address and telephone number of the holder of the Note, (b) the
principal amount of the Note and the amount of the Note to be
repaid, (c) a statement that the option to elect repayment is
being exercised thereby, and (d) a guarantee stating that the
Note to be repaid with the form entitled "Option to Elect
Repayment" on the addendum to the Note duly completed will be
received by the Company not later than 5 Business Days after the
date of such telegram, telex, facsimile transmission or letter
(and such Note and form duly completed are received by the
Company by such fifth Business Day).
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof (which shall be an
integral multiple of $1,000 or, if the Note is denominated in a
currency other than U.S. dollars, of an amount equal to the
integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the
holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000
or integral multiples thereof or, if the Note is denominated in a
currency other than U.S. dollars, an Authorized Denomination) of
the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not
being repaid): __________________________.
Date: _____________ ___________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the
name as written upon page 3 of the Note
in every particular without alteration or
enlargement or any other change whatsoever.
<PAGE>
__________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM --as tenants in common UNIF GIFT MIN ACT--_____CUSTODIAN_____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
__________________
/________________/___________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_____________________________________________________________________________
_____________________________________________________________________________
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ___________________________________________ attorney to transfer
said Note on the books of the Company, with full power of substitution in the
premises.
Dated: __________________ _______________________________________
_______________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
