Registration No. 333-_________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0274440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------------
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Address of principal executive offices)
(612) 540-2311
(Registrant's telephone number)
-------------------------
General Mills, Inc.
1996 Compensation Plan
for Non-Employee Directors
(Full title of the plan)
-------------------------
SIRI S. MARSHALL, Esq.
Senior Vice President, General Counsel and Secretary
Number One General Mills Blvd.
P.O. Box 1113 (Zip: 55440)
Minneapolis, Minnesota 55426
(612) 540-3862
(Name, address and telephone number of agent for service)
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------ --------------- ------------------ ---------------------- -------------------
Proposed Proposed maxi-
Amount maximum mum aggregate
Title of securities to be offering price offering Amount of
to be registered registered per share price registration fee
- ------------------------------------------ --------------- ------------------ ---------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock $.10 par value........... 250,000 $56.56 $14,140,000* $4,875.86
- ------------------------------------------ --------------- ------------------ ---------------------- -------------------
<FN>
*Estimated solely for the purpose of determining the amount of the registration fee.
The proposed maximum offering price is based upon the average of the high and
low prices of the Company's Common Stock as reported on the New York Stock
Exchange on September 23, 1996.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
250,000 Shares
GENERAL MILLS, INC.
Common Stock
Par Value $.10 per Share
This Prospectus relates to an aggregate of 250,000 shares of common
stock, $.10 par value, of General Mills, Inc. ("General Mills" or the
"Company"). This Prospectus may be used by certain directors of General Mills,
Inc. for resale to the public of shares owned by such directors pursuant to
grants under the Company's 1996 Compensation Plan for Non-Employee Directors, or
such persons may utilize Rule 144 for resale. See "Purpose and Distribution of
Issue" herein for further details.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, not contained in this Prospectus, in connection with the offers
contained herein and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than those to which it relates; nor does it constitute an offer
to sell, or a solicitation of an offer to buy, any of the securities covered by
this Prospectus by the Company in any state to any person to whom it is unlawful
for the Company to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company
subsequent to the date hereof.
The date of this Prospectus is September 30, 1996.
<PAGE>
AVAILABLE INFORMATION
General Mills is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of
1934") and in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices: Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661; and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Copies of such material may also be obtained from the Commission's Web
Site (http://www.sec.gov). In addition, the Company's common stock is listed on
the New York Stock Exchange and the Chicago Stock Exchange and reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
General Mills incorporates by reference into this Prospectus the
following documents or information:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
May 26, 1996 filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934;
(b) all other reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since May 26,
1996;
(c) any description of the Company's common stock which is contained in
a registration statement filed by the Company with the Commission under the
Securities Exchange Act of 1934, including any amendment or reports filed for
the purpose of updating such description; and
(d) all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Prospectus and prior to the termination of the offering of
securities hereunder.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
prior to the termination of the offering of the common stock shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the information that has been incorporated by reference in
this Prospectus and in the registration statement to which this Prospectus
relates (other than exhibits to any such information). All requests should be
directed to Ivy S. Bernhardson, Vice President and Assistant Secretary, General
Mills, Inc., P.O. Box 1113, Minneapolis, Minnesota 55440-1113; telephone (612)
540-7365.
<PAGE>
THE COMPANY
General Mills was incorporated in Delaware in 1928. The Company is a
leading producer of packaged consumer foods. Included among the many products
produced by the Company are the following well-known brands: GOLD MEDAL flour,
CHEERIOS, WHEATIES, and TOTAL ready-to-eat cereals, BETTY CROCKER cake and
muffin mixes and frostings, BISQUICK baking mix, HAMBURGER HELPER main meal
mixes, POP SECRET microwave popcorn, BUGLES snacks and YOPLAIT and COLOMBO
yogurts.
As used in this Prospectus, the terms "General Mills" and "Company",
mean General Mills, Inc. and its subsidiaries unless the context indicates
otherwise.
The Company's principal executive offices are located at Number One
General Mills Boulevard, Minneapolis, Minnesota 55426; telephone number (612)
540-2311.
PURPOSE AND DISTRIBUTION OF ISSUE
This Prospectus may be used by the directors of General Mills, who may
be deemed to be in a control relationship with the Company within the meaning of
the Securities Act of 1933 and the rules and regulations promulgated by the
Commission, for the resale to the public of shares of common stock of the
Company issued to them pursuant to grants under the Company's 1996 Compensation
Plan for Non-Employee Directors or they may resell the shares pursuant to Rule
144 promulgated by the Commission. The names of such individuals and the number
of shares of common stock that they directly or indirectly own are set forth in
the next paragraph. Neither this statement nor the delivery of this Prospectus
in connection with a sale by any such person should be deemed an admission by
the Company or by such person that such person is in a control relationship with
the Company. Such individuals may wish to dispose of part or all of their shares
from time to time on the New York Stock Exchange, on the Chicago Stock Exchange,
in the over-the-counter market, or otherwise, at prices and on terms then
obtainable. In the event of such sales, no proceeds would be received by the
Company.
The directors of General Mills who may use this Prospectus and their
direct and indirect common stock ownership as of September 18, 1996 are as
follows: Richard M. Bressler, 10,260 shares; Livio D. Simone, 7,478 shares;
William T. Esrey, 4,373 shares; Judith Richards Hope, 4,924 shares; Kenneth A.
Macke, 4,943 shares; Michael D. Rose, 7,235 shares; A. Michael Spence, 2,521
shares; Dorothy A. Terrell, 1,097 shares; C. Angus Wurtele, 19,501 shares. The
Company does not know whether any of the listed individuals will use this
Prospectus in connection with the offer or sale of any such shares, or, if this
Prospectus is used in that connection, how many of such shares will be offered
or sold. The foregoing list of directors and the number of shares that may be
offered or sold by each such person hereunder, may be amended by the Company by
use of a Supplement to this Prospectus issued subsequent to the date hereof.
LEGAL OPINIONS
Certain legal matters in connection with the common stock have been
passed upon by Siri S. Marshall, Senior Vice President, General Counsel, and
Secretary of the Company.
EXPERTS
The consolidated financial statements and related financial statement
schedule of General Mills, Inc. and its consolidated subsidiaries as of May 26,
1996 and May 28, 1995 and for each of the years in the three-year period ended
May 26, 1996 incorporated herein by reference, have been incorporated herein and
in the Registration Statement in reliance upon the reports of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
PART II
Item 3. Incorporation of Certain Documents by Reference.
The Company incorporates by reference into this Registration Statement
the following documents or information:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
May 26, 1996 filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934;
(b) all other reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since May 26,
1996;
(c) all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and prior to the termination of the
offering of securities hereunder.
(d) the description of the Company's common stock contained in the
Company's Registration Statement on Form S-1 (File No. 2-49637), filed December
26, 1973, as amended.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Described in Item (d) above.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of common stock to
which this Registration Statement relates have been passed upon by Siri S.
Marshall, Senior Vice President, General Counsel and Secretary of the Company.
As of September 18, 1996, Ms. Marshall owned, directly or indirectly, 23,045
shares of common stock of the Company.
The consolidated financial statements and related financial statement
schedule of General Mills, Inc. and its consolidated subsidiaries as of May 26,
1996 and May 28, 1995, and for each of the years in the three-year period ended
May 26, 1996 incorporated herein by reference, have been incorporated herein and
in the Registration Statement in reliance upon the reports of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Under provisions of the By-laws of the Company, each person who is or
was a director or officer of the Company shall be indemnified by the Company as
of right to the full extent permitted or authorized by Section 145 of the
General Corporation Law of Delaware.
Under such law, to the extent that such a person is successful on the
merits in defense of a suit or proceeding brought by reason of the fact that he
or she is a director or officer of the Company, such person shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.
If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified under
such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if the person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action, had no
reasonable cause to believe the conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if the person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company except that if such a person is adjudged to be liable in such a suit
for negligence or misconduct in the performance of the person's duty to the
Company, such person cannot be made whole even for expenses unless the court
determines that the person is fairly and reasonably entitled to indemnity for
such expenses.
The Company carries liability insurance policies covering certain claims
which may be made against the Company and/or its officers and directors. The
Company also carries insurance where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act.
The Securities and Exchange Commission has taken the position that
insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted by a company to its directors and officers, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Counsel re Legality (Consent of
Counsel included therein)
23 Consent of KPMG Peat Marwick LLP (Consent of
Counsel included in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 hereof, or otherwise,
(but that term shall not include the insurance policies referred to in Item 6)
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Golden Valley (Minneapolis), State of Minnesota, on
the 30th day of September, 1996.
GENERAL MILLS, INC. )
)
)
By Stephen W. Sanger ) /s/ Siri S. Marshall
Chairman of the Board and ) Siri S. Marshall
Chief Executive Officer ) Attorney-in-fact
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
L. M. Frecon, S. S. Marshall and K. L. Thome, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign this Registration Statement on Form S-8 and any and all
amendments (including post-effective amendments) to the Registration Statement
covering the Compensation Plan for Non-Employee Directors of General Mills,
Inc., and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do everything requisite and necessary to be done in connection therewith, as
fully as might or could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title )
)
Stephen W. Sanger Chairman of the Board )
and Chief Executive Officer )
Richard M. Bressler Director )
L. D. DeSimone Director )
Charles W. Gaillard Director, )
President )
Judith Richards Hope Director ) /s/ Siri S. Marshall
-----------------------
Kenneth A. Macke Director ) Siri S. Marshall
George Putnam Director ) Attorney-in-fact
Michael D. Rose Director ) September 30, 1996
Dorothy A. Terrell Director )
Raymond G. Viault Director, )
Vice Chairman )
C. Angus Wurtele Director )
/s/ Kenneth L. Thome Senior Vice President, September 30, 1996
- -----------------------
Kenneth L. Thome Financial Operations
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Counsel re Legality (Consent of Counsel
included therein)
23 Consent of KPMG Peat Marwick LLP (Consent of Counsel
included in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
September 30, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549-1004
Re: General Mills, Inc. Registration Statement on Form S-8
To the Commission:
I am Senior Vice President, General Counsel and Secretary of General
Mills, Inc. (the "Company"), and I am fully familiar with its business and
affairs. I have acted as counsel to the Company in connection with the filing
under the Securities Act of 1933 of the Registration Statement on Form S-8
relating to the Company's 1996 Compensation Plan for Non-Employee Directors. In
such capacity, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments relating to such securities as I have deemed necessary or
appropriate in connection with this opinion, including the following: (a) the
Certificate of Incorporation of the Company as presently in effect; (b) the
By-Laws of the Company; and (c) the records of corporate proceedings of the
stockholders and Board of Directors of the Company relating to the authorization
and issuance of its stock.
Based on the foregoing, I am of the opinion that the shares of common stock of
the Company covered by this Registration Statement, when issued in accordance
with the proper corporate authorizations, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the reference to me under the caption "Interests of
Named Experts and Counsel" contained in the Registration Statement.
Very truly yours,
/s/ Siri S. Marshall
Siri S. Marshall
Senior Vice President, General
Counsel and Secretary
SSM/pc
EXHIBIT 23
AUDITORS' CONSENT
The Board of Directors
General Mills, Inc.:
We consent to the incorporation by reference in this Registration Statement of
our reports dated June 26, 1996 included or incorporated by reference in the
Company's Form 10-K for the year ended May 26, 1996, and to the reference to our
firm under the heading "EXPERTS" in the Prospectus and Registration Statement on
Form S-8.
Our report covering the basic consolidated financial statements refers to
changes in the method of accounting for investments in debt and equity
securities in fiscal 1995 and postemployment benefits and income taxes in fiscal
1994.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
September 30, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned constitutes and appoints L.
M. Frecon, S. S. Marshall and K. L. Thome, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 and any and all
amendments (including post-effective amendments) to the Registration Statement
covering the Compensation Plan for Non-Employee Directors of General Mills,
Inc., and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do everything requisite and necessary to be done in connection therewith, as
fully might or could be done in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ Stephen W. Sanger
Stephen W. Sanger
Dated: June 24, 1996
/s/ Richard M. Bressler
Richard M. Bressler
Dated: June 24, 1996
/s/ L. D. DeSimone
L. D. DeSimone
Dated: June 24, 1996
/s/ Charles W. Gaillard
Charles W. Gaillard
Dated: June 24, 1996
/s/ Judith Richards Hope
Judith Richards Hope
Dated: June 24, 1996
/s/ Kenneth A. Macke
Kenneth A. Macke
Dated: June 24, 1996
/s/ George Putnam
George Putnam
Dated: June 24, 1996
/s/ Michael D. Rose
Michael D. Rose
Dated: June 24, 1996
/s/ Dorothy A. Terrell
Dorothy A. Terrell
Dated: June 24, 1996
/s/ Raymond G. Viault
Raymond G. Viault
Dated: June 24, 1996
/s/ C. Angus Wurtele
C. Angus Wurtele
Dated: June 24, 1996
