As filed with the Securities and Exchange Commission on February 6, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
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 (I.R.S Employer
of incorporation or organization) Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(612) 540-2311
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Siri S. Marshall, Esq.
Senior Vice President, General Counsel and Secretary
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(612) 540-7230
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Robert E. Buckholz, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement, as determined by market conditions.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /x/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made
pursuant to Rule 434 under the Securities Act of 1933, check the
following box. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of each Amount maximum Proposed maximum Amount of
class of securities to be offering price aggregate offering registration
to be registered registered per unit (1) price (1) fee
<S> <C> <C> <C> <C>
Debt Securities $500,000,000(2) 100%(3) $500,000,000(3) $172,414
<FN>
(1) Estimated in accordance with Rule 457 solely for the purpose
of calculating the registration fee.
(2) Or, in the case of debt securities issued at an original
issue discount, such greater principal amount as shall result
in an aggregate offering price of the amount set forth above
or, in the case of debt securities denominated in a currency
other than U.S. dollars or in a composite currency, such U.S.
dollar amount as shall result from converting the aggregate
public offering price of such debt securities into U.S.
dollars at the exchange rate in effect on the date such debt
securities are initially offered to the public.
(3) Plus accrued interest, if any.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR +
+ MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR+
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF+
+ ANY SUCH STATE. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 6, 1996
$500,000,000
General Mills, Inc.
Debt Securities
General Mills, Inc. ("General Mills" or the "Company") may
offer from time to time its unsecured debt securities (the "Debt
Securities") in one or more series at an aggregate initial offering
price not to exceed $500,000,000, or its equivalent in such foreign
currency or units of two or more foreign currencies as may be
designated by the Company at the time of the offering, on terms to
be determined at the time of sale. This Prospectus sets forth
information regarding the Company and general information regarding
the Debt Securities. The specific designation, aggregate principal
amount, purchase price, maturity, denominations (which may be in
United States dollars, in any other currency or in a composite
currency), any interest rate or rates (which may be fixed or
variable) and time of payment of any interest, any redemption or
extension terms, any terms for sinking fund payments, any listing
of the Debt Securities on a securities exchange and other specific
terms of the Debt Securities will be set forth in one or more
supplements to this Prospectus (each a "Prospectus Supplement").
As used herein, the term "Debt Securities" shall include securities
denominated in United States dollars or, if so specified in the
applicable Prospectus Supplement, in any other currency or currency
units.
The Debt Securities may be sold to or through underwriters,
dealers or agents for public offering or directly to other
purchasers pursuant to the terms of the offering fixed at the time
of sale. See "Plan of Distribution." Any underwriters, dealers or
agents participating in an offering of Debt Securities will be
named in the accompanying Prospectus Supplement or Prospectus
Supplements. Such underwriters, dealers or agents may be deemed
"underwriters" within the meaning of the Securities Act of 1933.
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.
The date of this Prospectus is _________, 1996
<PAGE>
AVAILABLE INFORMATION
General Mills is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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 filed by the Company can be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Commission's regional offices
located at: Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60601 and Seven World Trade Center,
Suite 1300, New York, New York 10048. Copies of such materials
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Company's Common Stock is listed on the
New York Stock Exchange and the Chicago Stock Exchange. Reports,
proxy statements and other information concerning the Company
also 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.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration
Statement, and exhibits thereto, which may be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from
the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference into this Prospectus
the following documents or information:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for
quarters ended August 27, 1995 and November 26, 1995 and the
Current Report on Form 8-K dated December 18, 1995; and
(c) All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities hereof.
Any statement contained herein or in a document all or any
portion of which is incorporated or deemed to be 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 or in any other 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 Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents or any other
information incorporated herein by reference or in the
Registration Statement to which this Prospectus relates (other
than certain exhibits to such documents). All requests should be
directed to Ivy S. Bernhardson, Assistant Secretary, General
Mills, Inc., P. O. Box 1113, Minneapolis, Minnesota 55440;
telephone number (612) 540-7365.
Unless otherwise indicated, currency amounts in this
Prospectus and any Prospectus Supplement are stated in United
States dollars ("$" or "dollars").
THE COMPANY
General Mills was incorporated in Delaware in 1928. The
Company is a leading marketer of packaged consumer foods.
Included among the many products marketed by the Company are the
following well-known brands: CHEERIOS, WHEATIES, TOTAL and other
ready-to-eat cereals, GOLD MEDAL flour, BETTY CROCKER dessert
mixes, BISQUICK baking mix, HAMBURGER HELPER main meal mixes, POP
SECRET microwave popcorn, BUGLES snacks and YOPLAIT and COLOMBO
yogurt products. The Company's expanding international
operations include joint ventures with Nestle S.A. (ready-to-eat
cereals), PepsiCo, Inc. (snacks) and CPC International Inc.
(desserts and baking mixes).
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.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus
Supplement, the net proceeds from the sale of the Debt Securities
will be added to the general funds of the Company and will be
used to repay short-term debt and for other general corporate
purposes, including working capital, debt refinancings, possible
acquisitions and capital expenditures for business development.
Specific allocations of the proceeds to such purposes may not
have been made at the date of the applicable Prospectus
Supplement, although management of the Company will have
determined that funds should be borrowed at that time in
anticipation of future funding requirements. The precise amount
and timing of the application of such proceeds will depend upon
the funding requirements of the Company and the availability and
cost of other funds. Pending such use, a portion of such funds
may be invested in short-term marketable securities.
<TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<CAPTION>
26 Weeks Ended Fiscal Year Ended
November 26, November 27, May 28, May 29, May 30, May 31, May 26,
1995 1994 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed changes 7.87 7.52 4.10 6.18 8.62 9.28 8.06
</TABLE>
For purposes of computing the ratio of earnings to fixed
charges, earnings represent pretax income from continuing
operations plus fixed charges (net of capitalized interest).
Fixed charges represent interest (whether expensed or
capitalized) and one-third (the proportion deemed representative
of the interest factor) of rents of continuing operations.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture (the
"Indenture") between the Company and First Trust of Illinois,
National Association, as Trustee (the "Trustee"). A copy of the
form of Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The
following brief summary of certain provisions of the Indenture
does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all of the provisions
of the Indenture, and is further qualified by any description
contained in the applicable Prospectus Supplement or Prospectus
Supplements. Certain terms capitalized and not otherwise defined
herein are defined in the Indenture. References in italics are
to sections of the Indenture. Wherever particular sections or
defined terms of the Indenture are referred to, such sections or
defined terms are incorporated herein by reference.
The Debt Securities may be issued from time to time in one
or more series. The terms of each series of Debt Securities will
be established by or pursuant to a resolution of the Board of
Directors and set forth or determined in the manner provided in
an Officers' Certificate or by a supplemental indenture. The
particular terms of the Debt Securities offered pursuant to any
Prospectus Supplement or Prospectus Supplements will be described
in such Prospectus Supplement or Prospectus Supplements.
General
The Indenture will not limit the aggregate principal amount
of Debt Securities which may be issued thereunder nor the amount
of other debt which may be issued by the Company. The Debt
Securities will be unsecured obligations of the Company and will
rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.
Unless otherwise indicated in the applicable Prospectus
Supplement or Prospectus Supplements, the Debt Securities of any
series will be issued only in fully registered form in
denominations of $1,000 or any amount in excess thereof which is
an integral multiple of $1,000. (Section 302) Debt Securities
may be issuable in the form of one or more Global Securities, as
described below under "Global Securities." The Debt Securities
(other than those issued in the form of a Global Security) are
exchangeable or transferable without charge therefor, but the
Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith and
require the holders to furnish appropriate endorsements and
transfer documents. (Section 305)
Debt Securities may be issued as Original Issue Discount
Debt Securities (bearing no interest, or interest at a rate which
at the time of issuance is below market rates) to be sold at a
substantial discount below their principal amount. Special
federal income tax and other considerations applicable thereto
and special federal tax and other considerations applicable to
any Debt Securities which are denominated in a currency or
currency unit other than United States dollars will be described
in the Prospectus Supplement or Prospectus Supplements relating
thereto.
Unless otherwise indicated in the applicable Prospectus
Supplement or Prospectus Supplements, principal of and any
premium and interest on the Debt Securities will be payable, and
the transfer of the Debt Securities will be registrable, at the
principal corporate trust office of the Trustee. In addition,
unless otherwise provided in the applicable Prospectus Supplement
or Prospectus Supplements and except in the case of Global
Securities, payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled
thereto as it appears on the Security Register. (Sections 301,
305, 1001 and 1002)
The terms of the Debt Securities will be established prior
to the issuance of Debt Securities of any series, including the
following: (1) the title of the offered Debt Securities; (2) any
limit on the aggregate principal amount of the offered Debt
Securities; (3) the Person to whom any interest on the offered
Debt Securities will be payable, if other than the Person in
whose name it is registered on the regular record date for such
interest; (4) the date or dates on which the offered Debt
Securities will mature and any rights of extension; (5) the rate
or rates at which the offered Debt Securities will bear interest,
if any, the date from which any such interest will accrue and the
dates on which any such interest on the offered Debt Securities
will be payable and the regular record dates therefor; (6) the
place or places where the principal of and any premium and
interest on the offered Debt Securities will be payable; (7) the
period or periods within which, the price or prices at which and
the terms and conditions upon which the offered Debt Securities
may be redeemed, if applicable, at the option of the Company;
(8) the obligation, if any, of the Company to redeem or purchase
Debt Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and
the terms and conditions upon which Debt Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to
such obligation; (9) the denominations in which any offered Debt
Securities will be issuable, if other than denominations of
$1,000 or any amount in excess thereof which is an integral
multiple of $1,000; (10) if determined with reference to an index
or pursuant to a formula, the amount of principal of or any
premium or interest on the offered Debt Securities, and the
manner in which such amounts will be determined; (11) the
currency, currencies or currency units for the payment of
principal of and any premium and interest payable on the offered
Debt Securities, if other than United States dollars; (12) if
principal of or premium or interest on the offered Debt
Securities is denominated or payable, at the election of the
Company or the Holder, in a currency or currencies other than
that in which the offered Debt Securities are stated to be
payable, the currency, currencies or currency units for which
such election is made and the periods within which, and the terms
and conditions upon which such election is made and the amount
payable (or the manner in which such amount is determined);
(13) if other than the principal amount thereof, the portion of
the principal payable upon acceleration of such Debt Securities
following an Event of Default; (14) if the principal amount
payable at the Stated Maturity of the Debt Securities will not be
determinable as of any one or more dates prior to the Stated
Maturity, the amount deemed to be the principal amount of such
offered Debt Securities as of any such date for any purpose
thereunder, including the principal amount thereof which is due
and payable upon any Maturity other than the Stated Maturity or
which is deemed outstanding as of any date prior to the Stated
Maturity, or in any case, the manner in which such amount is
determined; (15) if the offered Debt Securities are not
defeasible as described under "Defeasance and Covenant
Defeasance" below; (16) whether such Debt Securities are to be
issued in whole or in part in the form of one or more Global
Securities and, if so, the identity of the Depositary for such
Global Security or Debt Securities and the circumstances under
which any such Global Security may be exchanged for Debt
Securities registered in the name of, and any transfer of such
Global Security may be registered to, a Person other than such
Depositary or its nominee; (17) any addition to or change in the
Events of Defaults which applies to the offered Debt Securities
and any change in the right of the Trustee or the Holders of such
offered Debt Securities to accelerate the maturity of the
principal amount thereof; (18) any addition to or change in the
covenants described under "Certain Covenants of the Company Under
the Indenture" below; and (19) any other terms of the offered
Debt Securities not inconsistent with the provisions of the
Indenture. (Section 301)
Global Securities
The Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities that will be
deposited with, or on behalf of, a Depositary identified in the
applicable Prospectus Supplement or Prospectus Supplements. A
Global Security will be issued in a denomination equal to the
aggregate principal amount of outstanding Debt Securities of the
series represented by such Global Security. The specific terms
of the depositary arrangement with respect to a series of Debt
Securities will be described in the applicable Prospectus
Supplement or Prospectus Supplements.
Certain Covenants of the Company Under the Indenture
Restrictions on Liens. The Indenture provides that the
Company will not, and will not permit any Restricted Subsidiary
(defined below) to, incur, issue, assume or guarantee
Indebtedness (defined below) secured by any Liens (defined below)
of the Company or any Restricted Subsidiary upon any Principal
Property (defined below) or upon shares of capital stock or
evidences of Indebtedness issued by any Restricted Subsidiary and
owned by the Company or any Restricted Subsidiary (whether such
Principal Property, shares or evidence of Indebtedness were owned
as of the date of the Indenture or thereafter acquired), without
making, or causing such Restricted Subsidiary to make, effective
provision to secure all of the Debt Securities issued under the
Indenture and then Outstanding by such Lien, equally and ratably
with any and all other Indebtedness thereby secured, so long as
such Indebtedness is so secured. The foregoing restrictions do
not apply, however, to Indebtedness secured by Liens existing on
the date of the Indenture or to (i) Liens on any Principal
Property acquired, constructed or improved by the Company or any
Restricted Subsidiary after the date of the Indenture which are
created or assumed contemporaneously with such acquisition,
construction or improvement, or within 180 days after the
completion thereof, to secure or provide for the payment of all
or any part of the cost of such acquisition, construction or
improvement incurred after the date of the Indenture; (ii) Liens
on property, shares of capital stock or Indebtedness existing at
the time of acquisition thereof, whether by merger,
consolidation, purchase, lease or otherwise (including Liens on
property, shares of capital stock or Indebtedness of a
corporation existing at the time such corporation becomes a
Restricted Subsidiary); (iii) Liens in favor of the Company or
any Restricted Subsidiary; (iv) Liens in favor of the United
States of America or any State thereof, or any department, agency
or instrumentality or political subdivision thereof, or political
entity affiliated therewith, or in favor of Canada, or any
political subdivision thereof, to secure partial, progress,
advance or other payments, or other obligations, pursuant to any
contract or statute or to secure any Indebtedness incurred for
the purpose of financing all or any part of the cost of
acquiring, constructing or improving the property subject to such
Liens (including Liens incurred in connection with pollution
control, industrial revenue or similar financings); (v) Liens on
any property created, assumed or otherwise brought into existence
in contemplation of the sale or other disposition of the
underlying property, whether directly or indirectly, by way of
share disposition or otherwise; provided that the Company must
have disposed of such property within 180 days after the creation
of such Liens and that any Indebtedness secured by such Liens
shall be without recourse to the Company or any Subsidiary;
(vi) certain Liens imposed by law, such as mechanics', workmen's,
repairmen's, materialmen's, carriers', warehousemen's, vendors'
or other similar Liens arising in the ordinary course of
business, or governmental (federal, state or municipal) Liens
arising out of contracts for the sale of products or services by
the Company or any Restricted Subsidiary, or deposits or pledges
to obtain the release of any of the foregoing; (vii) certain
pledges or deposits under workmen's compensation or similar
legislation or in certain other circumstances; (viii) certain
Liens in connection with legal proceedings, including certain
Liens arising out of judgments or awards; (ix) Liens for certain
taxes or assessments; (x) certain Liens consisting of
restrictions on the use of real property which do not interfere
materially with the property's use; or (xi) any extension,
renewal or replacement, as a whole or in part, of any Lien
existing on the date of the Indenture or of any Lien referred to
in the foregoing clauses (i), (ii) or (v) to (x) inclusive;
provided that (a) such extension, renewal or replacement Lien
shall be limited to all or a part of the same property, shares of
stock or Indebtedness that secured the Lien extended, renewed or
replaced (plus improvements on such property) and (b) the
Indebtedness secured by such Lien at such time is not increased.
(Section 1006)
Notwithstanding the foregoing, the Company and its
Restricted Subsidiaries, or any of them, may incur, issue, assume
or guarantee Indebtedness secured by Liens without equally and
ratably securing the Debt Securities of each series then
Outstanding, provided, that at the time of such incurrence,
issuance, assumption or guarantee of Indebtedness, after giving
effect thereto and to the retirement of any Indebtedness which is
concurrently being retired, the sum of (A) the aggregate amount
of all outstanding Indebtedness secured by Liens which could not
have been incurred, issued, assumed or guaranteed by the Company
or a Restricted Subsidiary without equally or ratably securing
the Debt Securities of each series then Outstanding, except for
the provisions of this paragraph, plus (B) the Attributable Value
(defined below) of all Sale and Leaseback Transactions entered
into in reliance on the second paragraph under the caption
"Restrictions on Sale and Leaseback Transactions" does not exceed
15% of the Consolidated Capitalization of the Company (defined
below). (Section 1006)
Restrictions on Sale and Leaseback Transactions. The
Indenture provides that the Company will not itself, and will not
permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction involving any Principal Property unless
either (a) the Company or such Restricted Subsidiary would be, at
the time of entering into such Sale and Leaseback Transaction,
entitled, without equally and ratably securing the Debt
Securities of each series then Outstanding, to incur, issue,
assume or guarantee Indebtedness secured by a Lien on such
property, pursuant to the provisions described in clauses (i) to
(xi) inclusive above under "Restrictions on Liens," or (b) the
Company, within 180 days after such sale or transfer, applies to
the retirement of its Funded Debt (defined below) (subject to
credits for certain voluntary retirements of Funded Debt) an
amount equal to the greater of (i) the net proceeds of the sale
of the Principal Property sold and leased back pursuant to such
arrangement or (ii) the fair market value of the Principal
Property so sold and leased back. This restriction will not
apply to a sale and leaseback transaction between the Company and
a Restricted Subsidiary or between Restricted Subsidiaries or
involving the taking back of a lease for a period of less than
three years. (Section 1007)
Notwithstanding the foregoing, the Company or its Restricted
Subsidiaries, or any of them, may enter into a Sale and Leaseback
Transaction, provided that, at the time of such transaction,
after giving effect thereto, the sum of (A) the aggregate
principal amount of Indebtedness secured by Liens in reliance on
the second paragraph under the caption "Restrictions on Liens"
and (B) the Attributable Value of all Sale and Leaseback
Transactions existing at such time which could not have been
entered into except in reliance on this paragraph does not at
such time exceed 15% of the Consolidated Capitalization of the
Company. (Section 1007)
Certain Definitions.
The term "Attributable Value" means, in respect of any Sale
and Leaseback Transaction, as of the time of determination, the
lesser of (a) the sale price of the Principal Property so leased
multiplied by a fraction the numerator of which is the remaining
portion of the base term of the lease included in such Sale and
Leaseback Transaction and the denominator of which is the base
term of such lease, and (b) the total obligation (discounted to
present value at the highest rate of interest specified by the
terms of any series of Debt Securities then Outstanding
compounded semi-annually) of the lessee for rental payments
(other than amounts required to be paid on account of property
taxes as well as maintenance, repairs, insurance, water rates and
other items which do not constitute payments for property rights)
during the remaining portion of the base term of the lease
included in such Sale and Leaseback Transaction. (Section 101)
The term "Consolidated Capitalization" of the Company means
consolidated total assets less consolidated non-interest bearing
current liabilities, all as shown by a consolidated balance sheet
of the Company and all Subsidiaries. (Section 101)
The term "Funded Debt" means notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed
("Debt") which by its terms matures at or is extendible or
renewable at the option of the obligor to a date more than 12
months after the date of the creation of such Debt. (Section
101)
The term "Indebtedness" of any Person means (without
duplication), with respect to any Person, (a) every obligation of
such Person for money borrowed, (b) every obligation of such
Person evidenced by bonds, debentures, notes or other similar
instruments, (c) every reimbursement obligation of such Person
with respect to commercial letters of credit, bankers'
acceptances or similar facilities issued for the account of such
Person and (d) every obligation of the type referred to in
clauses (a) through (c) of another Person the payment of which
such Person has guaranteed or is responsible or liable for,
directly or indirectly, as obligor, guarantor or otherwise (but
only, in the case of clause (d), to the extent such Person has
guaranteed or is responsible or liable for such obligations).
(Section 101)
The term "Lien" means, with respect to any property or
assets, any mortgage or deed of trust, pledge, hypothecation,
assignment, security interest, lien, encumbrance, or other
security arrangement of any kind or nature whatsoever on or with
respect to such property or assets (including any conditional
sale or other title retention agreement having substantially the
same economic effect as any of the foregoing). (Section 101)
The term "Principal Property" shall mean any flour mill,
manufacturing plant, packaging plant or research laboratory owned
by the Company or any Restricted Subsidiary (whether located on
land owned or leased by the Company or a Restricted Subsidiary)
as of the date of the Indenture (and any future additions or
improvements thereto) and located within the United States of
America or Canada. (Section 101)
The term "Restricted Subsidiary" means any Subsidiary other
than one (a) the greater portion of the operating assets of which
is located, or the principal business of which is carried on,
outside the United States and Canada, or which, during the twelve
most recent calendar months (or such shorter period as shall have
elapsed since its organization), derived the major portion of its
gross revenues from sources outside the United States or Canada,
(b) the principal business of which consists of the financing or
assisting in the financing of dealers, distributors or other
customers to facilitate (i) the acquisition or disposition of
products of the Company or any Subsidiary or (ii) obtaining
equipment or machinery used in connection with such acquisition
or disposition, (c) the principal business of which consists of
the owning, leasing, dealing in or development of real property,
or (d) substantially all of the assets of which consist of
securities of Subsidiaries described in (a) through (c) above.
(Section 101)
The term "Subsidiary" means a corporation more than 50% of
the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock
has such voting power by reason of any contingency. (Section
101)
The term "U.S. Government Obligation" means (x) any security
which is (i) a direct obligation of the United States for the
payment of which the full faith and credit of the United States
is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the
United States the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States,
which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government
Obligation which is specified in clause (x) above and held by
such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of
or interest on any U.S. Government Obligation which is so
specified and held, provided that (except as required by law)
such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt. (Sections 101 and
1304)
Unless otherwise indicated in a Prospectus Supplement, the
covenants described above and in the Debt Securities would not
necessarily afford Holders of the Debt Securities protection in
the event of a highly leveraged transaction involving the
Company, such as a leveraged buyout.
Events of Default
The following events are defined in the Indenture as "Events
of Default" with respect to the Debt Securities of any series,
unless otherwise provided with respect to such series:
(1) failure to pay any interest on any Debt Security of that
series when due and payable, continued for 30 days; (2) failure
to pay principal of or any premium on any Debt Security of that
series when due and payable; (3) failure to deposit any sinking
fund payment, when and as due, in respect of any Debt Security of
that series; (4) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities
other than that series), continued for 60 days after written
notice as provided in the Indenture; (5) certain events in
bankruptcy, insolvency or reorganization involving the Company;
and (6) any other Event of Default provided with respect to Debt
Securities of that series. (Section 501)
If an Event of Default (other than an Event of Default
described in clause (5) in the above paragraph) with respect to
any series of Debt Securities Outstanding under the Indenture
occurs and is continuing, then either the Trustee or the Holders
of at least 25% in aggregate principal amount of the Outstanding
Debt Securities of that series by notice as provided in the
Indenture may declare the principal amount (or, if any of the
Debt Securities of that series are Original Issue Discount Debt
Securities, such lesser portion of the principal amount of such
Debt Securities as may be specified by the terms thereof) of all
of the Debt Securities of that series to be due and payable
immediately. If an Event of Default described in clause (5) in
the above paragraph with respect to any series of Debt Securities
Outstanding under the Indenture occurs, the principal amount (or,
if any of the Debt Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such
Debt Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and
payable. At any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but
before a judgment or decree for payment of money has been
obtained by the Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of that
series may, under certain circumstances, rescind and annul such
acceleration. (Section 502)
Subject to the provisions of the Trust Indenture Act of
1939, as amended, (the "Trust Indenture Act"), the Indenture
provides that the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request or
direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Sections 601, 603)
Subject to such provisions for the indemnification of the
Trustee, the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the
Debt Securities of that series. (Section 512)
The Company is required to furnish to the Trustee annually a
statement by certain officers as to the performance by the
Company of certain of its obligations under the Indenture and as
to any default in such performance. (Section 1004)
The Indenture provides that notwithstanding any other
provisions thereof, the right of any Holder to receive payment of
the principal of (and premium, if any) and interest on the Debt
Securities or to institute suit for the enforcement thereof shall
not be impaired without such Holder's consent. (Section 508)
Modification and Waiver
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Debt
Securities of all series issued under the Indenture which are
affected by the modification or amendment (voting as one class),
to execute supplemental indentures modifying the Indenture or any
supplemental indenture; provided, however, that without the
consent of the Holder of each Debt Security affected by such
modification, no such modification shall change the Stated
Maturity of the principal of, or any installment of principal of
or interest on, any Debt Security, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable upon redemption
thereof, or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon
acceleration of the maturity thereof, change the place of payment
where, or the currency in which, principal of, or any premium or
interest on, any Debt Security is payable, impair the right to
institute suit for the enforcement of any payment on or with
respect to any Debt Security, or reduce the percentage in
principal amount of Outstanding Debt Securities of any series,
the consent of the Holders of which is required for any such
modification or amendment of the Indenture, or modify the
foregoing requirements or reduce the percentage of Outstanding
Debt Securities necessary to waive compliance with certain
provisions of the Indenture or for waiver of certain defaults.
(Section 902)
The Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of each
series may, on behalf of the Holders of all Debt Securities of
that series, waive, insofar as that series is concerned,
compliance by the Company with certain provisions of the
Indenture. (Section 1008) The Holders of not less than a
majority in aggregate principal amount of the Outstanding Debt
Securities of each series may, on behalf of the Holders of all
Debt Securities of that series, waive any past default under the
Indenture with respect to Debt Securities of that series, except
a default (i) in the payment of principal of, or any premium or
interest on, any Debt Security of such series, or (ii) in respect
of a covenant or provision of the Indenture which cannot be
modified or amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513)
The Indenture provides that, in determining whether the
Holders of the requisite principal amount of the Outstanding Debt
Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding
shall be the amount of the principal thereof which would be due
and payable as of such date upon acceleration of the Maturity
thereof to such date, (B) if, as of such date, the principal
amount payable at the Stated Maturity of a Debt Security is not
determinable, the principal amount of such Debt Security which
shall be deemed to be Outstanding shall be the amount as
established in or pursuant to a Board Resolution and set forth,
or determined in the manner provided, in an Officers'
Certificate, or established in one or more supplemental
indentures, prior to the issuance of such Debt Securities, (C)
the principal amount of a Debt Security denominated in one or
more foreign currencies or currency units which shall be deemed
to be Outstanding shall be the U.S. dollar equivalent, determined
as of such date in the manner as described above in (B), of the
principal amount of such Debt Security (or, in the case of a Debt
Security described in clause (A) or (B) above, of the amount
determined in the manner as described in (B) above, and (D) Debt
Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other
action, only Debt Securities which the Trustee knows to be so
owned shall be so disregarded. Debt Securities so owned which
have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Debt Securities
and that the pledgee is not the Company or any other obligor upon
the Debt Securities or any Affiliate of the Company or of such
other obligor. (Section 101)
Consolidation, Merger and Sale of Assets
The Indenture provides that the Company may not consolidate
with or merge with or into any other Person or convey, transfer
or lease its property and assets substantially as an entirety to
any Person, unless (i) either (A) the Company will be the
resulting or surviving entity or (B) any successor or purchaser
is a corporation, partnership, limited liability company or trust
organized under the laws of the United States of America, any
State or the District of Columbia, and any such successor or
purchaser expressly assumes the Company's obligations on the Debt
Securities under a supplemental Indenture; (ii) immediately after
giving effect to the transaction no Event of Default, and no
event which after notice or lapse of time or both would become an
Event of Default, shall have occurred and be continuing; (iii)
if, as a result of any such transaction, property or assets of
the Company would become subject to a Lien which would not be
permitted by the Indenture, the Company or, if applicable, the
successor to the Company, as the case may be, shall take such
steps as shall be necessary effectively to secure the Debt
Securities issued under the Indenture equally and ratably with
Indebtedness secured by such Lien; and (iv) certain other
conditions are met. (Section 801) Upon any consolidation or
merger into any other Person or any conveyance, transfer or lease
of the Company's assets substantially as an entirety to any
Person, the successor Person shall succeed to, and be substituted
for, the Company under the Indenture, and the Company, except in
the case of a lease, shall be relieved of all obligations and
covenants under the Indenture and the Debt Securities to the
extent it was the predecessor Person. (Section 802)
Defeasance and Covenant Defeasance
Unless otherwise specified in the applicable Prospectus
Supplement, the following provisions relating to defeasance and
discharge of indebtedness, or relating to defeasance of certain
restrictive covenants in the Indenture, will apply to the Debt
Securities of any series, or to any specified part of a series.
(Section 1301)
Defeasance and Discharge. The Indenture provides that the
Company will be discharged from all its obligations with respect
to such Debt Securities (except for certain obligations to
exchange or register the transfer of Debt Securities, to replace
stolen, lost or mutilated Debt Securities, to maintain paying
agencies and to hold moneys for payment in trust) upon the
deposit in trust for the benefit of the Holders of such Debt
Securities of money or U.S. Government Obligations, or both,
which, through the payment of principal and interest in respect
thereof in accordance with their terms, will provide money in an
amount sufficient to pay any installment of principal of and any
premium and interest on and any mandatory sinking fund payments
in respect of such Debt Securities on the respective Stated
Maturities in accordance with the terms of the Indenture and such
Debt Securities. Such defeasance or discharge may occur only if,
among other things, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the Company has received
from, or there has been published by, the United States Internal
Revenue Service a ruling, or there has been a change in tax law,
in either case to the effect that Holders of such Debt Securities
will not recognize gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such
deposit, defeasance and discharge were not to occur. (Sections
1302 and 1304)
Defeasance of Certain Covenants. The Indenture provides
that the Company may omit to comply with certain restrictive
covenants described in Sections 1006 (Restrictions on Liens) and
1007 (Restrictions on Sale and Leaseback Transactions) of the
Indenture and any that may be described in the applicable
Prospectus Supplement, and the occurrence of certain Events of
Default and any that may be described in the applicable
Prospectus Supplement, will be deemed not to be or result in an
Event of Default, in each case with respect to such Debt
Securities. In order to do so, the Company will be required to
deposit, in trust for the benefit of the Holders of such Debt
Securities, money or U.S. Government Obligations, or both, which,
through the payment of principal and interest in respect thereof
in accordance with their terms, will provide money in an amount
sufficient to pay any installment of the principal of and any
premium and interest on and any mandatory sinking fund payments
in respect of such Debt Securities on the respective Stated
Maturities in accordance with the terms of the Indenture and such
Debt Securities. The Company will also be required, among other
things, to deliver to the Trustee an Opinion of Counsel to the
effect that Holders of such Debt Securities will not recognize
gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject
to federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit and
defeasance were not to occur. In the event the Company exercised
this option with respect to any Debt Securities and such Debt
Securities were declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S.
Government Obligations so deposited in trust would be sufficient
to pay amounts due on such Debt Securities at the time of their
respective Stated Maturities but may not be sufficient to pay
amounts due on such Debt Securities upon any acceleration
resulting from such Event of Default. In such case, the Company
would remain liable for such payments. (Sections 1303 and 1304)
Regarding the Trustee
The Trustee is trustee under the Indenture pursuant to which
the Debt Securities are to be issued. The Trustee is also
trustee under the Company's Indenture dated as of July 1, 1982,
as supplemented, pursuant to which certain debt securities of the
Company are outstanding and acts as an agent for the issuance of
the Company's commercial paper. First Bank National Association
("First Bank"), an affiliate of the Trustee, provides cash
management and other banking and advisory services to the Company
in the normal course of business.
Governing Law
The Indenture and the Debt Securities will be governed by,
and construed in accordance with, the laws of the State of New
York.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered
hereby in any of four ways: (i) directly to purchasers, (ii)
through agents, (iii) through underwriters and (iv) through
dealers. Offers to purchase Debt Securities may be made by
potential investors or their agents on an unsolicited basis or
may be solicited directly by the Company or agents designated by
the Company from time to time. The applicable Prospectus
Supplement or Prospectus Supplements will set forth the terms of
the offering of the Debt Securities, including the name or names
of any agents, underwriters or dealers, the purchase price of the
Debt Securities and the proceeds to be received by the Company
from such sale, any underwriting discounts and other items
constituting underwriters' compensation and any discounts and
commissions allowed or reallowed or paid to dealers or agents.
Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers or agents may
be changed from time to time.
In connection with the sale of Debt Securities, underwriters
or agents may receive compensation from the Company in the form
of underwriting discounts or commissions. Underwriters may sell
Debt Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or
commissions from the underwriters. Underwriters, dealers and
agents participating in the distribution of Debt Securities may
be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the
Debt Securities may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933, as amended. Such
underwriters, dealers and agents may be entitled under agreements
which may be entered into by the Company to indemnification by
the Company against and contribution toward certain liabilities,
including liabilities under the Securities Act of 1933, as
amended.
The Debt Securities may be distributed in one or more
transactions from time to time at a fixed price or prices, which
may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
If so indicated in the applicable Prospectus Supplement or
Prospectus Supplements, the Company will authorize dealers or
other persons acting as the Company's agents to solicit offers by
certain institutions to purchase Debt Securities from the Company
at the public offering price set forth in the applicable
Prospectus Supplement or Prospectus Supplements pursuant to
delayed delivery contracts ("Contracts") providing for payment
and delivery on the date or dates stated in the applicable
Prospectus Supplement or Prospectus Supplements. Each Contract
will be for an amount not less than, and the aggregate amount of
Debt Securities sold pursuant to Contracts shall be not less nor
more than, the respective amounts stated in the applicable
Prospectus Supplement or Prospectus Supplements. Institutions
with whom Contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions,
and other institutions, but will in all cases be subject to the
approval of the Company. The obligations of any purchaser under
any Contract will not be subject to any conditions except (1) the
purchase by an institution of the Debt Securities covered by its
Contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such
institution is subject and (2) if Debt Securities are being sold
to underwriters, the Company shall have sold to such underwriters
the total principal amount of such Debt Securities less the
principal amount thereof covered by Contracts.
The Debt Securities will be a new issue of securities with
no established trading market. Any underwriters or agents to or
through whom Debt Securities are sold by the Company for public
offering and sale may make a market in such Debt Securities, but
such underwriters and agents will not be obligated to do so and
may discontinue any market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market
for any Debt Securities.
Certain of the underwriters, dealers and/or agents and their
associates may be customers of, engage in transactions with and
perform services for the Company, including its subsidiaries, in
the ordinary course of business.
EXPERTS
The consolidated financial statements and schedule of the
Company and its subsidiaries as of May 28, 1995 and May 29, 1994
and for each of the fiscal years in the three-year period ended
May 28, 1995 have been incorporated by reference in this
Prospectus 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 required of said firm as experts in accounting and
auditing. The reports of KPMG Peat Marwick LLP refer to changes
in the method of accounting for certain investments in debt and
equity securities in fiscal 1995 and post-employment benefits and
income taxes in fiscal 1994, respectively.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon for
the Company by Siri S. Marshall, Esq., Senior Vice President,
General Counsel and Secretary of the Company, and, unless
otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, for any underwriters or agents by
Sullivan & Cromwell, New York, New York. As of January 1, 1996,
Siri S. Marshall owned, directly or indirectly, 24,113 shares of
common stock of the Company and had exercisable options to
purchase 67,016 shares of common stock of the Company.
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
THE APPLICABLE PROSPECTUS SUPPLEMENT OR PROSPECTUS SUPPLEMENTS
AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND THE APPLICABLE
PROSPECTUS SUPPLEMENT OR PROSPECTUS SUPPLEMENTS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY AND THEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS
OR THE APPLICABLE PROSPECTUS SUPPLEMENT OR PROSPECTUS
SUPPLEMENTS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THEIR RESPECTIVE DATES.
____________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Company 3
Use of Proceeds 3
Ratio of Earnings to Fixed Charges 3
Description of Debt Securities 4
Plan of Distribution 12
Experts 13
Validity of Debt Securities 13
____________________
General Mills, Inc.
PROSPECTUS
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee $ 172,414
Legal fees and expenses 60,000
Printing and engraving 20,000
Accountant's fees and expenses 25,000
Fees and expenses of Trustee 15,000
Rating Agencies fees 90,000
Expenses of qualification under state blue sky laws 7,500
Miscellaneous 20,000
Total $ 409,914*
_____________
* All amounts are estimates except for the SEC registration fee.
Item 15. 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 Section 145 of the Delaware General Corporation Law,
the directors and officers of the Company are entitled, under
certain circumstances, to be indemnified by it against all
expenses and liabilities incurred by or imposed upon them as a
result of suits brought against them as such directors and
officers, if they act in good faith and in a manner they
reasonably believe to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was
unlawful, except that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to which
they shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably
entitled to indemnity for such expenses which such court shall
deem proper. Any such indemnification may be made by the Company
only as authorized in each specific case upon a determination by
the stockholders, independent legal counsel or the disinterested
directors that indemnification is proper in the circumstances
because the indemnitee has met the applicable statutory standard
of conduct.
The Company maintains standard policies of directors' and
officers' liability insurance.
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 16. Exhibits.
Number Description
1 - Form of Underwriting Agreement, incorporated by reference
to Exhibit 1.1 of the Form S-3 Registration Statement
No. 33-39927 of the Company.
4.1 - Form of Indenture between the Registrant and First Trust of
Illinois, National Association, as Trustee.
4.2 - Proposed form of Debt Securities (included as part of
Exhibit 4.1).
5 - Opinion of Siri S. Marshall as to legality of the Debt
Securities being registered, including her consent contained
therein.
12 - Calculation of Ratio of Earnings to Fixed Charges.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2 - Consent of Siri S. Marshall (included in Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of First Trust of Illinois,
National Association.
Item 17. Undertakings.
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:
(a) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(b) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume
and price represent no more than a 20% change in
the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(c) 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 this
registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) 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) That, 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.
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 this
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.
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 15 hereof, or otherwise (but that
term shall not include the insurance policies referred to in Item
15), 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus 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.
<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-3 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 6th day of February, 1996.
GENERAL MILLS, INC. )
)
)
By Stephen W. Sanger ) /s/ Leslie M. Frecon
Chairman of the Board and ) Leslie M. Frecon
Chief Executive Officer ) Attorney-in-fact
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leslie M. Frecon and
Kenneth 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-3 and any and all amendments (including post-effective
amendments) to the Registration Statement covering the issuance
of up to $500,000,000 principal amount of debt securities 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 and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title )
)
Stephen W. Sanger Chairman of the Board )
and Chief Executive Officer )
Richard M. Bressler Director )
William T. Esrey Director )
Charles W. Gaillard Director, ) /s/ Leslie M. Frecon
President ) Leslie M. Frecon
Judith Richards Hope Director ) Attorney-in-fact
George Putnam Director ) February 6, 1996
A. Michael Spence Director )
C. Angus Wurtele Director )
/s/ Raymond G. Viault Vice Chairman, February 6, 1996
Raymond G. Viault (Principal Financial Officer)
/s/ Kenneth L. Thome Senior Vice President, February 6, 1996
Kenneth L. Thome Financial Operations
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
4.1 - Form of Indenture between the Registrant and First Trust
of Illinois, National Association, as Trustee, including the
proposed form of debt securities contained therein.
5 - Opinion of Siri S. Marshall as to legality of the Debt Securities
being registered, including her consent contained therein.
12 - Calculation of Ratio of Earnings to Fixed Charges.
23.1 - Consent of KPMG Peat Marwick LLP.
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of First Trust of Illinois,National
Association.
EXHIBIT 4.1
GENERAL MILLS, INC.
TO
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION,
Trustee
______________
Indenture
Dated as of February 1, 1996
______________
<PAGE>
GENERAL MILLS, INC.
Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
Trust Indenture
Act Section Indenture Section
310(a)(1) 609
(a)(2) 609
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) 608
610
311(a) 613
(b) 613
312(a) 701
702
(b) 702
(c) 702
313(a) 703
(b) 703
(c) 703
(d) 703
314(a) 704
(a)(4) 101
1004
(b) Not Applicable
(c)(1) 102
(c)(2) 102
(c)(3) Not Applicable
(d) Not Applicable
(e) 102
315(a) 601
(b) 602
(c) 601
(d) 601
(e) 514
316(a) 101
(a)(1)(A) 502
512
(a)(1)(B) 513
(a)(2) Not Applicable
(b) 508
(c) 104
317(a)(1) 503
(a)(2) 504
(b) 1003
318(a) 107
___________________
Note: This reconciliation and tie shall not, for any
purpose, be deemed to be a part of the Indenture.
<PAGE>
INDENTURE, dated as of February 1, 1996, between
GENERAL MILLS, INC., a corporation duly organized and
existing under the laws of the State of Delaware
(herein called the "Company"), having its principal
office at Number One General Mills Boulevard,
Minneapolis, Minnesota 55426, and FIRST TRUST OF
ILLINOIS, NATIONAL ASSOCIATION, an association duly
organized and existing under the laws of the United
States, as Trustee (herein called the "Trustee").
Recitals of the Company
The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance
from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in
this Indenture provided.
All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms,
have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it
is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series
thereof, as follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
Section 101. Definitions.
For all purposes of this Indenture, except as
otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the
meanings assigned to them in this Article and include
the plural as well as the singular;
(2) all other terms used herein which are defined
in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them
therein;
(3) all accounting terms not otherwise defined
herein have the meanings assigned to them in
accordance with United States generally accepted
accounting principles, and, except as otherwise
herein expressly provided, the term "generally
accepted accounting principles" with respect to any
computation required or permitted hereunder shall
mean such United States accounting principles as are
generally accepted at the date of such computation;
(4) any gender used in this Indenture shall be
deemed and construed to include correlative words of
the masculine, feminine or neuter gender;
(5) unless the context otherwise requires, any
reference to an "Article" or a "Section" refers to an
Article or a Section, as the case may be, of this
Indenture; and
(6) the words "herein", "hereof" and "hereunder"
and other words of similar import refer to this
Indenture as a whole and not to any particular
Article, Section or other subdivision.
"Act", when used with respect to any Holder, has the
meaning specified in Section 104.
"Affiliate" of any specified Person means any other
Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such
specified Person. For the purposes of this definition,
"control" when used with respect to any specified
Person means the power to direct the management and
policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the
foregoing.
"Attributable Value" in respect of any Sale and
Leaseback Transaction means, as of the time of
determination, the lesser of (i) the sale price of the
Principal Property so leased multiplied by a fraction
the numerator of which is the remaining portion of the
base term of the lease included in such Sale and
Leaseback Transaction and the denominator of which is
the base term of such lease, and (ii) the total
obligation (discounted to present value at the highest
rate of interest specified by the terms of any series
of Securities then Outstanding compounded semi-
annually) of the lessee for rental payments (other than
amounts required to be paid on account of property
taxes as well as maintenance, repairs, insurance, water
rates and other items which do not constitute payments
for property rights) during the remaining portion of
the base term of the lease included in such Sale and
Leaseback Transaction.
"Authenticating Agent" means any Person authorized
by the Trustee pursuant to Section 614 to act on behalf
of the Trustee to authenticate Securities of one or
more series.
"Board of Directors" means either the board of
directors of the Company or any duly authorized
committee of that board.
"Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of
the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the
date of such certification, and delivered to the
Trustee.
"Business Day", when used with respect to any Place
of Payment, means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or
obligated by law or executive order to close.
"Commission" means the Securities and Exchange
Commission, from time to time constituted, created
under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not
existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing
such duties at such time.
"Company" means the Person named as the "Company" in
the first paragraph of this instrument until a
successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.
"Company Request" or "Company Order" means a written
request or order signed in the name of the Company by
its Chairman of the Board, its Vice Chairman of the
Board, its President or any Vice President, and by its
Senior Vice President, Corporate Finance, or a Director
of Finance, its Secretary or an Assistant Secretary and
delivered to the Trustee.
"Consolidated Capitalization" of the Company means
consolidated total assets less consolidated non-
interest bearing current liabilities, all as shown by a
consolidated balance sheet of the Company and all
Subsidiaries (whether or not consolidated for
accounting purposes).
"Corporate Trust Office" means the principal office
of the Trustee at which at any particular time its
corporate trust business shall be administered.
"corporation" means a corporation, association,
company, joint-stock company or business trust.
"Covenant Defeasance" has the meaning specified in
Section 1303.
"Defaulted Interest" has the meaning specified in
Section 307.
"Defeasance" has the meaning specified in
Section 1302.
"Depositary" means, with respect to Securities of
any series issuable or issued in whole or in part in
the form of one or more Global Securities, the clearing
agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as
contemplated by Section 301 or any successor clearing
agency registered under the Exchange Act as
contemplated by Section 305, and if at any time there
is more than one such Person, "Depositary" as used with
respect to the Securities of any series shall mean the
Depositary with respect to the Securities of such
series.
"Event of Default" has the meaning specified in
Section 501.
"Exchange Act" means the Securities Exchange Act of
1934 and any statute successor thereto, in each case as
amended from time to time.
"Expiration Date" has the meaning specified in
Section 104.
"Funded Debt" means notes, bonds, debentures or
other similar evidences of indebtedness for money
borrowed ("Debt") which by its terms matures at or is
extendible or renewable at the option of the obligor to
a date more than 12 months after the date of the
creation of such Debt.
"Global Security" means a Security that evidences
all or part of the Securities of any series and bears
the legend set forth in Section 204 (or such legend as
may be specified as contemplated by Section 301 for
such Securities).
"Holder" means a Person in whose name a Security is
registered in the Security Register.
"Indebtedness" of any Person means (without
duplication), with respect to any Person, (i) every
obligation of such Person for money borrowed,
(ii) every obligation of such Person evidenced by
bonds, debentures, notes or other similar instruments,
(iii) every reimbursement obligation of such Person
with respect to commercial letters of credit, bankers'
acceptances or similar facilities issued for the
account of such Person and (iv) every obligation of the
type referred to in clauses (i) through (iii) of
another Person the payment of which such Person has
guaranteed or is responsible or liable for, directly or
indirectly, as obligor, guarantor or otherwise (but
only, in the case of clause (iv), to the extent such
Person has guaranteed or is responsible or liable for
such obligations).
"Indenture" means this instrument as originally
executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of
particular series of Securities established as
contemplated by Section 301; provided, however, that if
at any time more than one Person is acting as Trustee
under this instrument due to the appointment of one or
more separate Trustees for any one or more separate
series of Securities pursuant to Section 610,
"Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this
instrument as originally executed or as it may from
time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the
terms of particular series of Securities for which such
Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or
terms which relate solely to other series of Securities
for which such Person is not Trustee, regardless of
when such terms or provisions were adopted, and
exclusive of any provisions or terms adopted by means
of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee
but to which such Person, as such Trustee, was not a
party.
"interest", when used with respect to an Original
Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable
after Maturity.
"Interest Payment Date", when used with respect to
any Security, means the Stated Maturity of an
installment of interest on such Security.
"Investment Company Act" means the Investment
Company Act of 1940 and any statute successor thereto,
in each case as amended from time to time.
"Lien" means, with respect to any property or
assets, any mortgage or deed of trust, pledge,
hypothecation, assignment, security interest, lien,
encumbrance, or other security arrangement of any kind
or nature whatsoever on or with respect to such
property or assets (including any conditional sale or
other title retention agreement having substantially
the same economic effect as any of the foregoing).
"Maturity", when used with respect to any Security,
means the date on which the principal of such Security
or an installment of principal becomes due and payable
as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for
redemption or otherwise.
"Notice of Default" means a written notice of the
kind specified in Section 501(4).
"Officers' Certificate" means a certificate signed
by the Chairman of the Board, a Vice Chairman of the
Board, the President or a Vice President, and by the
Senior Vice President, Corporate Finance or a Director
of Finance, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given
pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the
Company.
"Opinion of Counsel" means a written opinion of
counsel, who may be an employee of or of counsel to the
Company or the Trustee or who may be any other counsel
for the Company, and who shall be reasonably acceptable
to the Trustee.
"Original Issue Discount Security" means any
Security which provides for an amount less than the
principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof
pursuant to Section 502.
"Outstanding", when used with respect to Securities,
means, as of the date of determination, all Securities
theretofore authenticated and delivered under this
Indenture, except:
(1) Securities theretofore cancelled by the
Trustee or delivered to the Trustee for cancellation;
(2) Securities for whose payment or redemption
money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and
segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities
are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has
been made;
(3) Securities as to which Defeasance has been
effected pursuant to Section 1302; and
(4) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which
other Securities have been authenticated and
delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to
it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid
obligations of the Company;
provided, however, that in determining whether the
Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any
date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date
upon acceleration of the Maturity thereof to such date
pursuant to Section 502, (B) if, as of such date, the
principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of
such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount
of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to
be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as
contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described
in Clause (A) or (B) above, of the amount determined as
provided in such Clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or
other action, only Securities which the Trustee knows
to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of
such other obligor.
"Paying Agent" means any Person authorized by the
Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.
"Periodic Offering" means an offering of Securities
of a series from time to time the specific terms of
which Securities, including without limitation the rate
or rates of interest (or formula for determining the
rate or rates of interest), if any, thereon, the Stated
Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be
determined by the Company or its agents upon the
issuance of such Securities.
"Person" means any individual, corporation,
partnership, joint venture, trust, unincorporated
organization or government or any agency or political
subdivision thereof.
"Place of Payment", when used with respect to the
Securities of any series, means the place or places
where the principal of and any premium and interest on
the Securities of that series are payable as specified
as contemplated by Section 301.
"Predecessor Security" of any particular Security
means every previous Security evidencing all or a
portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this
definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.
"Principal Property" means any flour mill,
manufacturing plant, packaging plant or research
laboratory owned by the Company or any Restricted
Subsidiary (whether located on land owned or leased by
the Company or a Restricted Subsidiary) as of the date
of this Indenture (and any future additions or
improvements thereto) and located within the United
States of America or Canada.
"Redemption Date", when used with respect to any
Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.
"Redemption Price", when used with respect to any
Security to be redeemed, means the price at which it is
to be redeemed pursuant to this Indenture.
"Regular Record Date" for the interest payable on
any Interest Payment Date on the Securities of any
series means the date specified for that purpose as
contemplated by Section 301.
"Restricted Subsidiary" means any Subsidiary other
than an Unrestricted Subsidiary.
"Securities" has the meaning stated in the first
recital of this Indenture and more particularly means
any Securities authenticated and delivered under this
Indenture; provided, however, that if at any time there
is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture
as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture
and shall more particularly mean Securities
authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to
which such Person is not Trustee.
"Securities Act" means the Securities Act of 1933
and any statute successor thereto, in each case as
amended from time to time.
"Security Register" and "Security Registrar" have
the respective meanings specified in Section 305.
"Special Record Date" for the payment of any
Defaulted Interest means a date fixed by the Trustee
pursuant to Section 307.
"Stated Maturity", when used with respect to any
Security or any installment of principal thereof or
interest thereon, means the date specified in such
Security as the fixed date on which the principal of
such Security or such installment of principal or
interest is due and payable.
"Subsidiary" means a corporation more than 50% of
the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether
at all times or only so long as no senior class of
stock has such voting power by reason of any
contingency.
"Trust Indenture Act" means the Trust Indenture Act
of 1939 as in force at the date as of which this
instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act
of 1939 as so amended.
"Trustee" means the Person named as the "Trustee" in
the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean or include each Person
who is then a Trustee hereunder, and if at any time
there is more than one such Person, "Trustee" as used
with respect to the Securities of any series shall mean
the Trustee with respect to Securities of that series.
"U.S. Government Obligation" has the meaning
specified in Section 1304.
"Unrestricted Subsidiary" means:
(a) Any Subsidiary, the greater portion of the
operating assets of which is located, or the
principal business of which is carried on, outside
the United States of America and Canada or any
Subsidiary which, during the twelve most recent
calendar months (or such shorter period as shall
have elapsed since its organization) derived the
major portion of its gross revenues from sources
outside the United States of America or Canada;
(b) Any Subsidiary, the principal business of
which consists of the financing or assisting in
financing of dealers, distributors or other
customers to facilitate (i) the acquisition or
disposition of products of the Company or any
Subsidiary or (ii) obtaining equipment or machinery
used in connection with such acquisition or
disposition;
(c) Any Subsidiary, the principal business of
which consists of the owning, leasing, dealing in
or development of real property; or
(d) Any Subsidiary, substantially all the assets
of which consist of securities of an Unrestricted
Subsidiary as defined in clauses (a) through (c)
hereof.
"Vice President", when used with respect to the
Company or the Trustee, means any vice president,
whether or not designated by a number or a word or
words added before or after the title "vice president".
Section 102. Compliance Certificates and Opinions.
Upon any application or request by the Company to
the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in
the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that
in the case of any such application or request as to
which the furnishing of such documents is specifically
required by any provision of this Indenture relating to
such particular application or request, no additional
certificate or opinion need be furnished.
Every certificate or opinion with respect to
compliance with a condition or covenant provided for in
this Indenture (except for certificates provided for in
Section 1004) shall include,
(1) a statement that each individual signing such
certificate or opinion has read such covenant or
condition and the definitions herein relating
thereto;
(2) a brief statement as to the nature and scope
of the examination or investigation upon which the
statements or opinions contained in such certificate
or opinion are based;
(3) a statement that, in the opinion of each such
officer, the officer has made such examination or
investigation as is necessary to enable the person to
express an informed opinion as to whether or not such
covenant or condition has been complied with; and
(4) a statement as to whether, in the opinion of
each such individual, such condition or covenant has
been complied with.
Section 103. Form of Documents Delivered to Trustee.
In any case where several matters are required to be
certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or
covered by only one document, but one such Person may
certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as
to such matters in one or several documents.
Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows,
or in the exercise of reasonable care should know, that
the certificate or opinion or representations with
respect to the matters upon which such certificate or
opinion is based are erroneous. Any such certificate or
opinion of counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the
Company stating that the information with respect to
such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or
opinion or representations with respect to such matters
are erroneous.
Where any Person is required to make, give or
execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be
consolidated and form one instrument.
Section 104. Acts of Holders; Record Dates.
Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly
provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of
execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.
The fact and date of the execution by any Person of
any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a
certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument
or writing acknowledged the execution thereof. Where
such execution is by a signer acting in a capacity
other than an individual capacity, such certificate or
affidavit shall also constitute sufficient proof of
authority. The fact and date of the execution of any
such instrument or writing, or the authority of the
Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
The ownership of Securities shall be proved by the
Security Register.
Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of
any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not
notation of such action is made upon such Security.
The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding
Securities of any series entitled to give, make or take
any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted
by this Indenture to be given, made or taken by Holders
of Securities of such series, provided that the Company
may not set a record date for, and the provisions of
this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant
series on such record date, and no other Holders, shall
be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date;
provided that no such action shall be effective
hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new
record date for any action for which a record date has
previously been set pursuant to this paragraph
(whereupon the record date previously set shall
automatically and with no action by any Person be
cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee
in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.
The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding
Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to
in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of
such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of
such series on such record date, and no other Holders,
shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders
remain Holders after such record date; provided that no
such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by
Holders of the requisite principal amount of
Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for
any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no
action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of
the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be
given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set
forth in Section 106.
With respect to any record date set pursuant to this
Section, the party hereto which sets such record dates
may designate any day as the "Expiration Date" and from
time to time may change the Expiration Date to any
earlier or later day; provided that no such change
shall be effective unless notice of the proposed new
Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the
relevant series in the manner set forth in Section 106,
on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party
hereto which set such record date shall be deemed to
have initially designated the 180th day after such
record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration
Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the
180th day after the applicable record date.
Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to
any particular Security may do so with regard to all or
any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or
any part of such principal amount.
Section 105. Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with
a Responsible Officer of the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Department,
or
(2) the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to
the Company addressed to it at the address of its
principal office specified in the first paragraph of
this instrument (Attention: General Counsel) or at
any other address previously furnished in writing to
the Trustee by the Company.
Section 106. Notice to Holders; Waiver.
Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as
it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides
for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall
be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the
validity of any action taken in reliance upon such
waiver.
In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such
notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for
every purpose hereunder.
Section 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act
which is required under such Act to be a part of and
govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision
shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.
Section 108. Effect of Headings and Table of Contents.
The Article and Section headings herein and the
Table of Contents are for convenience only and shall
not affect the construction hereof.
Section 109. Successors and Assigns.
All covenants and agreements in this Indenture by
the Company shall bind its successors and assigns,
whether so expressed or not.
Section 110. Separability Clause.
In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the
remaining provisions shall not in any way be affected
or impaired thereby.
Section 111. Benefits of Indenture.
Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other
than the parties hereto, any Authenticating Agent, any
Paying Agent, any Securities Registrar, and their
successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under
this Indenture.
Section 112. Governing Law.
This Indenture and the Securities shall be governed
by and construed in accordance with the law of the
State of New York.
Section 113. Legal Holidays.
Except as may be otherwise specified with respect to
any particular Securities, in any case where any
Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any)
need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as
if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity.
ARTICLE TWO
Security Forms
Section 201. Forms Generally.
The Securities of each series shall be in
substantially the form set forth in this Article, or in
such other form as shall be established by or pursuant
to a Board Resolution and set forth in an Officers'
Certificate or in one or more indentures supplemental
hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such
Securities.
The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced
by their execution of such Securities.
Section 202. Form of Face of Security.
[Insert any legend required by the Internal Revenue
Code and the regulations thereunder.]
GENERAL MILLS, INC.
......................................................
No. ......... $ ........
General Mills, Inc., a corporation duly organized
and existing under the laws of Delaware (herein called
the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
..............................................., or
registered assigns, the principal sum of
...................................... Dollars on
.......................................................
. [if the Security is to bear interest prior to
Maturity, insert - , and to pay interest thereon from
............. or from the most recent Interest Payment
Date to which interest has been paid or duly provided
for, semi-annually on ............ and ............ in
each year, commencing ........., at the rate of ....%
per annum, until the principal hereof is paid or made
available for payment [if applicable, insert - ,
provided that any principal and premium, and any such
installment of interest, which is overdue shall bear
interest at the rate of ...% per annum (to the extent
that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such
interest shall be payable on demand]. The interest so
payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular
Record Date for such interest, which shall be the
....... or ....... (whether or not a Business Day), as
the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one
or more Predecessor Securities) 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].
[If the Security is not to bear interest prior to
Maturity, insert - The principal of this Security shall
not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption
or at Stated Maturity. In such case the overdue
principal and any overdue premium shall bear interest
at the rate of ....% per annum (to the extent that the
payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid
or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any
such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of
......% per annum (to the extent that the payment of
such interest on interest shall be legally
enforceable), from the date of such demand until the
amount so demanded is paid or made available for
payment. Interest on any overdue interest shall be
payable on demand.]]
Payment of the principal of (and premium, if any)
and [if applicable, insert - any such] interest on this
Security will be made at the office or agency of the
Company maintained for that purpose in ............, in
such coin or currency of the United States of America
as at the time of payment is legal tender for payment
of public and private debts [if applicable, insert - ;
provided, however, that at the option of the Company
payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address
shall appear in the Security Register].
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
In Witness Whereof, the Company has caused this
instrument to be duly executed under its corporate
seal.
Dated:
GENERAL MILLS, INC.
By........................
Attest:
....................
Section 203. Form of Reverse of Security.
This Security is one of a duly authorized issue of
securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February 1, 1996
(herein called the "Indenture", which term shall have
the meaning assigned to it in such instrument), between
the Company and First Trust of Illinois, National
Association, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the
Indenture), and reference is hereby made to the
Indenture and all indentures supplemental thereto for a
statement of the respective rights, limitations of
rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities
and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [if
applicable, insert - , limited in aggregate principal
amount to $...........]. By the terms of the Indenture,
additional Securities [if applicable, insert - of this
series and] of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or
method of calculating the interest rate and in other
respects as therein provided, may be issued in an
unlimited principal amount.
[If applicable, insert - The Securities of this
series are subject to redemption prior to the Stated
Maturity upon not less than 30 days' notice by mail,
[if applicable, insert - (1) on ........... in any year
commencing with the year ...... and ending with the
year ...... through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable,
insert - on or after .........., ....], as a whole or
in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages
of the principal amount): If redeemed [if applicable,
insert - on or before ..............., ...%, and if
redeemed] during the 12-month period beginning
............. of the years indicated,
Year Redemption Year Redemption
Price Price
and thereafter at a Redemption Price equal to .....% of
the principal amount, together in the case of any such
redemption [if applicable, insert - (whether through
operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of
such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as
provided in the Indenture.]
[If applicable, insert - The Securities of this
series are subject to redemption prior to the Stated
Maturity upon not less than 30 days' notice by mail,
(1) on ............ in any year commencing with the
year .... and ending with the year .... through
operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of
the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and
(2) at any time [if applicable, insert - on or after
............], as a whole or in part, at the election
of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set
forth in the table below: If redeemed during the 12-
month period beginning ............ of the years
indicated,
Year Redemption Price Redemption Price For
For Redemption Redemption Otherwise
Through Operation Than Through
of the Operation
Sinking Fund of the Sinking Fund
and thereafter at a Redemption Price equal to .....% of
the principal amount, together in the case of any such
redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]
[If applicable, insert - Notwithstanding the
foregoing, the Company may not, prior to .............,
redeem any Securities of this series as contemplated by
[if applicable, insert - Clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally
accepted financial practice) of less than .....% per
annum.]
[If applicable, insert - The sinking fund for this
series provides for the redemption on ............ in
each year beginning with the year ....... and ending
with the year ...... of [if applicable, insert - not
less than $.......... ("mandatory sinking fund") and
not more than] $......... aggregate principal amount of
Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than
through [if applicable, insert - mandatory] sinking
fund payments may be credited against subsequent [if
applicable, insert - mandatory] sinking fund payments
otherwise required to be made [if applicable, insert -
, in the inverse order in which they become due].]
[If the Security is subject to redemption of any
kind, insert - In the event of redemption of this
Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]
[If applicable, insert - The Indenture contains
provisions for defeasance at any time of [the entire
indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with
respect to this Security] [, in each case] upon
compliance with certain conditions set forth in the
Indenture.]
[If the Security is not an Original Issue Discount
Security, insert - If an Event of Default with respect
to Securities of this series shall occur and be
continuing, the principal of the Securities of this
series may be declared due and payable in the manner
and with the effect provided in the Indenture.]
[If the Security is an Original Issue Discount
Security, insert - If an Event of Default with respect
to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of
this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Such amount shall be equal to - insert formula for
determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such
interest shall be legally enforceable), all of the
Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the
Securities of this series shall terminate.]
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 the Security is an Original Issue Discount
Security, - In determining whether the Holders of the
requisite principal amount of the Outstanding
Securities have given any request, demand,
authorization, direction, notice, consent or waiver
under the Indenture or whether a quorum is present at a
meeting of Holders of Securities, the principal amount
of any Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of
the date of such determination upon the acceleration of
the Maturity thereof.]
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have
the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this
series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity, and the Trustee shall
not have received from the Holders of a majority in
principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on
or after the respective due dates expressed herein.
No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and
any premium and interest on this Security at the times,
place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer
at the office or agency of the Company in any place
where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or the Holder's
attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like
tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of
$....... and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations
therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a
different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice
to the contrary.
The Securities shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them
in the Indenture.
Section 204. Form of Legend for Global Securities.
Unless otherwise specified as contemplated by
Section 301 for the Securities evidenced thereby, every
Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following
form:
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.
Section 205. Form of Trustee's Certificate of
Authentication.
The Trustee's certificates of authentication shall
be in substantially the following form:
This is one of the Securities of the series
designated therein referred to in the within-mentioned
Indenture.
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION,
As Trustee
By........................
Authorized Officer
ARTICLE THREE
The Securities
Section 301. Amount Unlimited; Issuable in Series.
The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture
is unlimited.
The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board
Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of
Securities of any series:
(1) the title of the Securities of the series
(which shall distinguish the Securities of the series
from Securities of any other series);
(2) any limit upon the aggregate principal amount
of the Securities of the series which may be
authenticated and delivered under this Indenture
(except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the series
pursuant to Section 304, 305, 306, 906 or 1107 and
except for any Securities which, pursuant to
Section 303, are deemed never to have been
authenticated and delivered hereunder);
(3) the Person to whom any interest on a Security
of the series shall be payable, if other than the
Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such
interest;
(4) the date or dates on which the principal or
installments of principal of any Securities of the
series is payable and any rights to extend such date
or dates;
(5) the rate or rates at which any Securities of
the series shall bear interest, if any, the date or
dates from which any such interest shall accrue, the
Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any
such interest payable on any Interest Payment Date;
(6) the place or places where the principal of and
any premium and interest on any Securities of the
series shall be payable;
(7) the period or periods within which, the price
or prices at which and the terms and conditions upon
which any Securities of the series may be redeemed,
in whole or in part, at the option of the Company
and, if other than by a Company Order, the manner in
which any election by the Company to redeem the
Securities shall be evidenced;
(8) the obligation, if any, of the Company to
redeem or purchase any Securities of the series
pursuant to any sinking fund or analogous provisions
or at the option of the Holder thereof and the period
or periods within which, the price or prices at which
and the terms and conditions upon which any
Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such
obligation;
(9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which
any Securities of the series shall be issuable;
(10) if the amount of principal of or any premium or
interest on any Securities of the series may be
determined with reference to an index or pursuant to
a formula, the manner in which such amounts shall be
determined;
(11) if other than the currency of the United States
of America, the currency, currencies or currency
units in which the principal of or any premium or
interest on any Securities of the series shall be
payable and the manner of determining the equivalent
thereof in the currency of the United States of
America for any purpose, including for purposes of
the definition of "Outstanding" in Section 101;
(12) if the principal of or any premium or interest
on any Securities of the series is to be payable, at
the election of the Company or the Holder thereof, in
one or more currencies or currency units other than
that or those in which such Securities are stated to
be payable, the currency, currencies or currency
units in which the principal of or any premium or
interest on such Securities as to which such election
is made shall be payable, the periods within which
and the terms and conditions upon which such election
is to be made and the amount so payable (or the
manner in which such amount shall be determined);
(13) if other than the entire principal amount
thereof, the portion of the principal amount of any
Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof
pursuant to Section 502;
(14) if the principal amount payable at the Stated
Maturity of any Securities of the series will not be
determinable as of any one or more dates prior to the
Stated Maturity, the amount which shall be deemed to
be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be
due and payable upon any Maturity other than the
Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which
such amount deemed to be the principal amount shall
be determined);
(15) if applicable, that the Securities of the
series, in whole or any specified part, shall not be
defeasible pursuant to Section 1302 or Section 1303
or both such Sections and, if other than by a Company
Order, the manner in which any election by the
Company to defease such Securities shall be
evidenced;
(16) if applicable, that any Securities of the
series shall be issuable in whole or in part in the
form of one or more Global Securities and, in such
case, the respective Depositaries for such Global
Securities, the form of any legend or legends which
shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section
204 and any circumstances in addition to or in lieu
of those set forth in Clause (2) of the last
paragraph of Section 305 in which any such Global
Security may be exchanged in whole or in part for
Securities registered, and any transfer of such
Global Security in whole or in part may be
registered, in the name or names of Persons other
than the Depositary for such Global Security or a
nominee thereof;
(17) any addition to or change in the Events of
Default which applies to any Securities of the series
and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to
Section 502;
(18) any addition to or change in the covenants set
forth in Article Ten which applies to Securities of
the series; and
(19) any other terms of the series (which terms
shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901(5)).
All Securities of any one series (other than
Securities offered in a Periodic Offering) shall be
substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to
Section 303) set forth, or determined in the manner
provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.
If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of
an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the
terms of the series.
With respect to Securities of a series offered in a
Periodic Offering, such Board Resolution and Officers'
Certificate or supplemental indenture may provide
general terms or parameters for Securities of such
series and provide either that the specific terms of
particular Securities of such series shall be specified
in a Company Order or that such terms shall be
determined by the Company or its agents in accordance
with other procedures specified in a Company Order as
contemplated by the third paragraph of Section 303.
Section 302. Denominations.
Unless otherwise provided in the applicable
Officers' Certificate or supplemental indenture, the
Securities of each series shall be issuable only in
registered form without coupons and only in such
denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified
denomination with respect to the Securities of any
series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple
thereof.
Section 303. Execution, Authentication, Delivery and
Dating.
The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Vice Chairman
of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile.
Securities bearing the manual or facsimile
signatures of individuals who were at any time the
proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the
authentication and delivery of such Securities or did
not hold such offices at the date of such Securities.
At any time and from time to time after the
execution and delivery of this Indenture, the Company
may deliver Securities of any series executed by the
Company to the Trustee for authentication, together
with a Company Order for the authentication and
delivery of such Securities, or, in the case of
Securities offered in a Periodic Offering, from time to
time in accordance with such other procedures
(including, without limitation, the receipt by the
Trustee of electronic instructions from the Company or
its duly authorized agents, promptly confirmed in
writing by the Company) acceptable to the Trustee as
may be specified from time to time by a Company Order
for the specific terms of the Securities being so
offered, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities.
If the form or terms of the Securities of the series
have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of
Counsel stating,
(1) if the form of such Securities has been
established by or pursuant to Board Resolution as
permitted by Section 201, that such form has been
established in conformity with the provisions of this
Indenture;
(2) if the terms of such Securities have been
established by or pursuant to Board Resolution as
permitted by Section 301, that such terms have been
established in conformity with the provisions of this
Indenture; and
(3) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in
the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company
enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of
general applicability relating to or affecting
creditors' rights and to general equity principles.
provided, however, that, with respect to Securities of
a series offered in a Periodic Offering, the Trustee
shall be entitled to receive such Opinion of Counsel in
connection only with the first authentication of
Securities of such series, and in such case the
opinions described in Clauses (2) and (3) above may
state, respectively, that
(1) if the terms of such Securities are to be
established pursuant to a Company Order or pursuant
to such procedures as may be specified from time to
time by a Company Order, all as contemplated by a
Board Resolution or action taken pursuant thereto,
such terms will have been duly authorized by the
Company and established in conformity with the
provisions of this Indenture; and
(2) that such Securities, when executed by the
Company, completed, authenticated and delivered by
the Trustee in accordance with this Indenture, and
issued and delivered by the Company and paid for,
all in accordance with any agreement of the Company
relating to the offering, issuance and sale of such
Securities, will be duly issued under this
Indenture and will constitute valid and legally
binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other
laws relating to or affecting generally the
enforcement of creditors' rights and to general
principles of equity.
If such form or terms have been so established, the
Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.
With respect to Securities of a series offered in a
Periodic Offering, the Trustee may rely, as to the
authorization by the Company of any of such Securities,
the form or forms and terms thereof and the legality,
validity, binding effect and enforceability thereof,
upon the Opinion of Counsel, Company Order and other
documents delivered pursuant to Sections 201 and 301
and this Section, as applicable, in connection with the
first authentication of Securities of such series and
it shall not be necessary for the Company to deliver
such Opinion of Counsel and other documents (except as
may be required by the specified other procedures, if
any, referred to above) at or prior to the time of
authentication of each Security of such series unless
and until the Trustee receives notice that such Opinion
of Counsel or other documents have been superseded or
revoked, and may assume compliance with any conditions
specified in such Opinion of Counsel (other than any
conditions to be performed by the Trustee). If such
form or forms or terms have been so established, the
Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all Securities of a series
are not to be originally issued at one time, it shall
not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such
documents are delivered at or prior to the
authentication upon original issuance of the first
Security of such series to be issued.
Each Security shall be dated the date of its
authentication.
No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a
certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual
signature, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and
the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 309, together
with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion
of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this
Indenture.
Section 304. Temporary Securities.
Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of
the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers
executing such Securities may determine, as evidenced
by their execution of such Securities.
If temporary Securities of any series are issued,
the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After
the preparation of definitive Securities of such
series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such
series upon surrender of the temporary Securities of
such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the
same benefits under this Indenture as definitive
Securities of such series and tenor.
Section 305. Registration, Registration of Transfer and
Exchange.
The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register
maintained in such office and in any other office or
agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the
"Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as
herein provided.
Upon surrender for registration of transfer of any
Security of a series at the office or agency of the
Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and
of like tenor and aggregate principal amount.
At the option of the Holder, Securities of any
series may be exchanged for other Securities of the
same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at the
office or agency of the Company in any Place of Payment
for such series. Whenever any Securities are so
surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is
entitled to receive.
All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid
obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of
transfer or exchange.
Every Security presented or surrendered for
registration of transfer or for exchange shall (if so
required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the
Security Registrar duly executed, by the Holder thereof
or the Holder's attorney duly authorized in writing.
No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant
to Section 304, 906 or 1107 not involving any transfer.
The Company may but shall not be required (A) to
issue, register the transfer of or exchange Securities
of any series (or of that series and specified tenor,
as the case may be) during a period beginning at the
opening of business 15 days before the day of the
mailing of a notice of redemption of Securities of that
series selected for redemption under Section 1103 and
ending at the close of business on the day of such
mailing, or (B) to register the transfer of or exchange
any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security
being redeemed in part.
The provisions of Clauses (1), (2), (3) and (4)
below shall apply only to Global Securities:
(1) Each Global Security authenticated under this
Indenture shall be registered in the name of the
Depositary designated for such Global Security or a
nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security
for all purposes of this Indenture.
(2) Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in
whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may
be registered, in the name of any Person other than
the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified
the Company that it is unwilling or unable to
continue as Depositary for such Global Security or
(ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) the Company executes and
delivers to the Trustee a Company Order that such
Global Security shall be so exchangeable, (C) there
shall have occurred and be continuing an Event of
Default with respect to such Global Security or (D)
there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been
specified for this purpose as contemplated by Section
301.
(3) Subject to Clause (2) above, any exchange of a
Global Security for other Securities may be made in
whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof
shall be registered in such names as the Depositary
for such Global Security shall direct.
(4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in
lieu of, a Global Security or any portion thereof,
whether pursuant to this Section, Section 304, 306,
906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the
name of a Person other than the Depositary for such
Global Security or a nominee thereof.
Section 306. Mutilated, Destroyed, Lost and Stolen
Securities.
If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and
principal amount and bearing a number not
contemporaneously outstanding.
If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by
them to save each of them and any agent of either of
them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security,
a new Security of the same series and of like tenor and
principal amount and bearing a number not
contemporaneously outstanding.
In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due
and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security.
Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the
Trustee) connected therewith.
Every new Security of any series issued pursuant to
this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional
contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and
proportionately with any and all other Securities of
that series duly issued hereunder.
The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.
Section 307. Payment of Interest; Interest Rights
Preserved.
Except as otherwise provided as contemplated by
Section 301 with respect to any series of Securities,
interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular
Record Date for such interest.
Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided
for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2)
below:
(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names
the Securities of such series (or their respective
Predecessor Securities) are registered at the close
of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each
Security of such series and the date of the
proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for
the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest
which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the
name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series
in the manner set forth in Section 106, not less
than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the
Securities of such series (or their respective
Predecessor Securities) are registered at the close
of business on such Special Record Date and shall
no longer be payable pursuant to the following
Clause (2).
(2) The Company may make payment of any Defaulted
Interest on the Securities of any series in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which
such Securities may be listed, and upon such notice
as may be required by such exchange, if, after
notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by
the Trustee.
Subject to the foregoing provisions of this Section,
each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were
carried by such other Security.
Section 308. Persons Deemed Owners.
Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to
Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be
affected by notice to the contrary.
No holder of any beneficial interest in any Global
Security held on its behalf by a Depositary (or its
nominee) shall have any rights under this Indenture
with respect to such Global Security or any Security
represented thereby, and such Depositary may be treated
by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global
Security or any Security represented thereby for all
purposes whatsoever. Notwithstanding the foregoing,
with respect to any Global Security, nothing herein
shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization
furnished by a Depositary or impair, as between a
Depositary and such holders of beneficial interest, the
operation of customary practices governing the exercise
of the rights of the Depositary (or its nominees) as
Holder of any Security.
Section 309. Cancellation.
All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated
and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be
disposed of as directed by a Company Order.
Section 310. Computation of Interest.
Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on
the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.
ARTICLE FOUR
Satisfaction and Discharge
Section 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to
be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of
this Indenture, when
(1) either
(A) all Securities theretofore authenticated and
delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and
(ii) Securities for whose payment money has
theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter
repaid to the Company or discharged from such
trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or
(B) all such Securities not theretofore delivered
to the Trustee for cancellation
(i) have become due and payable, or
(ii) will become due and payable at their
Stated Maturity within one year, or
(iii) are to be called for redemption
within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of
the Company,
and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with
the Trustee, as trust funds in trust for the
purpose, money in an amount sufficient to pay and
discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee
for cancellation, for principal and any premium and
interest to the date of such deposit (in the case
of Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the
case may be;
(2) the Company has paid or caused to be paid all
other sums payable hereunder by the Company; and
(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of
this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the
Trustee under Section 607, the obligations of the
Trustee to any Authenticating Agent under Section 614
and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003
shall survive.
Section 402. Application of Trust Money.
Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose
payment such money has been deposited with the Trustee.
ARTICLE FIVE
Remedies
Section 501. Events of Default.
"Event of Default", wherever used herein with
respect to Securities of any series, and unless
otherwise provided with respect to Securities of any
series pursuant to Section 301(17), means any one of
the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative
or governmental body):
(1) default in the payment of any interest upon any
Security of that series when it becomes due and
payable, and continuance of such default for a period
of 30 days; or
(2) default in the payment of the principal of or
any premium on any Security of that series at its
Maturity; or
(3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security
of that series; or
(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture
(other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this
Section specifically dealt with or which has
expressly been included in this Indenture solely for
the benefit of series of Securities other than that
series), and continuance of such default or breach
for a period of 60 days after there has been given,
by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of that series a
written notice specifying such default or breach and
requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or
(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in
respect of the Company in an involuntary case or
proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal
or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial
part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other
decree or order unstayed and in effect for a period
of 60 consecutive days; or
(6) the commencement by the Company of a voluntary
case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or
proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or
taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial
part of its property, or the making by it of an
assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay
its debts generally as they become due, or the taking
of corporate action by the Company in furtherance of
any such action; or
(7) any other Event of Default provided with
respect to Securities of that series.
Section 502. Acceleration of Maturity; Rescission and
Annulment.
If an Event of Default (other than an Event of
Default specified in Section 501(5)) or 501(6) with
respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal
amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount
Securities, such lesser portion of the principal amount
of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such
principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default
specified in Section 501(5) or 501(6) with respect to
Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are
Original Issue Discount Securities, such lesser portion
of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically,
and without any declaration or other action on the part
of the Trustee or any Holder, become immediately due
and payable.
At any time after such a declaration of acceleration
with respect to Outstanding Securities of any series
has been made and before a judgment or decree for
payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:
(1) the Company has paid or deposited with the
Trustee a sum sufficient to pay
(A) all overdue interest on all Securities of
that series,
(B) the principal of (and premium, if any, on)
any Securities of that series which have become due
otherwise than by such declaration of acceleration
and any interest thereon at the rate or rates
prescribed therefor in such Securities,
(C) to the extent that payment of such interest
is lawful, interest upon overdue interest at the
rate or rates prescribed therefor in such
Securities, and
(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation,
expenses, disbursements and advances of the
Trustee, its agents and counsel;
and
(2) all Events of Default with respect to
Securities of that series, other than the non-payment
of the principal of Securities of that series which
have become due solely by such declaration of
acceleration, have been cured or waived as provided
in Section 513.
No such rescission shall affect any subsequent default
or impair any right consequent thereon.
Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee.
The Company covenants that if:
(1) default is made in the payment of any interest
on any Security when such interest becomes due and
payable and such default continues for a period of
30 days, or
(2) default is made in the payment of the
principal of (or premium, if any, on) any Security at
the Maturity thereof,
then the Company will, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of such
Securities, the whole amount then due and payable on
such Securities for principal and any premium and
interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.
If an Event of Default with respect to Securities of
any series occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.
Section 504. Trustee May File Proofs of Claim.
In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor
upon the Securities, or the property of the Company or
of such other obligor or their creditors, the Trustee
shall be entitled and empowered, by intervention in
such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any
moneys or other property payable or deliverable on any
such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the
Trustee under Section 607.
No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of
the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a
creditors' or other similar committee.
Section 505. Trustee May Enforce Claims Without
Possession of Securities.
All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the
Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of
an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities in respect of
which such judgment has been recovered.
Section 506. Application of Money Collected.
Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or
any premium or interest, upon presentation of the
Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully
paid:
First: To the payment of all amounts due the
Trustee under Section 607; and
Second: To the payment of the amounts then due and
unpaid for principal of and any premium and interest
on the Securities in respect of which or for the
benefit of which such money has been collected,
ratably, without preference or priority of any kind,
according to the amounts due and payable on such
Securities for principal and any premium and
interest, respectively.
Section 507. Limitation on Suits.
No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other
remedy hereunder, unless
(1) such Holder has previously given written notice
to the Trustee of a continuing Event of Default with
respect to the Securities of that series;
(2) the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series
shall have made written request to the Trustee to
institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;
(3) such Holder or Holders have offered to the
Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance
with such request;
(4) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity has
failed to institute any such proceeding; and
(5) no direction inconsistent with such written
request has been given to the Trustee during such 60-
day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series;
it being understood and intended that no one or more of
such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of
such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for
the equal and ratable benefit of all of such Holders.
Section 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest.
Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive
payment of the principal of and any premium and
(subject to Section 307) interest on such Security on
the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.
Section 509. Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their
former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been
instituted.
Section 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.
Section 511. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.
Section 512. Control by Holders.
The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series
shall have the right to direct the time, method and
place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the
Securities of such series, provided that
(1) such direction shall not be in conflict with
any rule of law or with this Indenture, and
(2) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with
such direction.
Section 513. Waiver of Past Defaults.
The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the
Securities of such series waive any past default
hereunder with respect to such series and its
consequences, except a default
(1) in the payment of the principal of or any
premium or interest on any Security of such series,
or
(2) in respect of a covenant or provision hereof
which under Article Nine cannot be modified or
amended without the consent of the Holder of each
Outstanding Security of such series affected.
Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right
consequent thereon.
Section 514. Undertaking for Costs.
All parties to this Indenture agree, and each Holder
of any Security by such Holder's acceptance thereof
shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its
discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant
in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party
litigant; provided, however, that the provisions of
this Section shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or
to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or
premium, if any) or interest on any Security on or
after the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on or
after the Redemption Date).
ARTICLE SIX
The Trustee
Section 601. Certain Duties and Responsibilities.
The duties and responsibilities of the Trustee shall
be as provided by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial
liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate
indemnity against such risk or liability is not
reasonably assured to it. Whether or not therein
expressly so provided, every provision of this
Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.
Section 602. Notice of Defaults.
Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series,
the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses
appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default
shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of
the principal of (or premium, if any) or interest on
any Security of such series or in the payment of any
sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in
withholding such notice if and so long as the board of
directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee
in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case
of any default of the character specified in
Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until
at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any
event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to
Securities of such series.
Section 603. Certain Rights of Trustee.
Subject to the provisions of Section 601:
(1) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or
other paper or document believed by it to be genuine
and to have been signed or presented by the proper
party or parties;
(2) any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order or as otherwise
expressly provided herein, and any resolution of the
Board of Directors shall be sufficiently evidenced by
a Board Resolution;
(3) whenever in the administration of this
Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking,
suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;
(4) the Trustee may consult with counsel and the
written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in
reliance thereon;
(5) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such
Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and
liabilities which might be incurred by it in
compliance with such request or direction;
(6) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall
determine to make such further inquiry or
investigation, it shall be entitled to examine the
books, records and premises of the Company,
personally or by agent or attorney; and
(7) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys
and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder.
Section 604. Not Responsible for Recitals or Issuance
of Securities.
The recitals contained herein and in the Securities,
except the Trustee's certificates of authentication,
shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall
be accountable for the use or application by the
Company of Securities or the proceeds thereof.
Section 605. May Hold Securities.
The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.
Section 606. Money Held in Trust.
Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent
required by law. The Trustee shall be under no
liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.
Section 607. Compensation and Reimbursement.
The Company agrees:
(1) to pay to the Trustee from time to time
reasonable compensation for all services rendered by
it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation
of a trustee of an express trust);
(2) except as otherwise expressly provided herein,
to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with
any provision of this Indenture (including the
reasonable compensation and the expenses and
disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and
(3) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself
against any claim or liability in connection with the
exercise or performance of any of its powers or
duties hereunder.
Section 608. Conflicting Interests.
If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by such
Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than
one series or as Trustee under the Indenture dated July
1, 1982 entered between the Company and the Trustee
(formerly known as Continental Illinois National Bank
and Trust Company of Chicago).
Section 609. Corporate Trustee Required; Eligibility.
There shall at all times be one (and only one)
Trustee hereunder with respect to the Securities of
each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee
shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any
such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the
purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most
recent report of condition so published. If at any time
the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with
the provisions of this Section, it shall resign
immediately in the manner and with the effect
hereinafter specified in this Article.
Section 610. Resignation and Removal; Appointment of
Successor.
No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with
the applicable requirements of Section 611.
The Trustee may resign at any time with respect to
the Securities of one or more series by giving written
notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of
such series.
The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and
to the Company.
If at any time:
(1) the Trustee shall fail to comply with
Section 608 after written request therefor by the
Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or
(2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written
request therefor by the Company or by any such
Holder, or
(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a
receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or
liquidation,
then, in any such case, (A) the Company by a Company
Order may remove the Trustee with respect to all
Securities, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all
others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a
successor Trustee or Trustees.
If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a
Company Order, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of
that or those series (it being understood that any such
successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and
that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and
shall comply with the applicable requirements of
Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act
of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable
requirements of Section 611, become the successor
Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of
himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of
such series.
The Company shall give notice of each resignation
and each removal of the Trustee with respect to the
Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in
the manner provided in Section 106. Each notice shall
include the name of the successor Trustee with respect
to the Securities of such series and the address of its
Corporate Trust Office.
Section 611. Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such
successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but,
on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee
hereunder.
In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more
(but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the
Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to
which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the
administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and
upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that
or those series to which the appointment of such
successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the
Securities of that or those series to which the
appointment of such successor Trustee relates.
Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph,
as the case may be.
No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor
Trustee shall be qualified and eligible under this
Article.
Section 612. Merger, Conversion, Consolidation or
Succession to Business.
Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and
eligible under this Article, without the execution or
filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such
Securities.
Section 613. Preferential Collection of Claims Against
Company.
If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such
other obligor).
Section 614. Appointment of Authenticating Agent.
At any time when any of the Securities remain
Outstanding, the Trustee, with the concurrence of the
Company, may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon
original issue, and upon exchange, registration of
transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the
authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be
a corporation organized and doing business under the
laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal, State
or District of Columbia authority. If such
Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for
the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to
be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section.
Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be
consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper
or any further act on the part of the Trustee or the
Authenticating Agent.
An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the
Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the
Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series
with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.
The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its
services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to
the provisions of Section 607.
If an appointment with respect to one or more series
is made pursuant to this Section, the Securities of
such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an
alternative certificate of authentication in the
following form:
This is one of the Securities of the series
designated therein referred to in the within-mentioned
Indenture.
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION,
As Trustee
By...........................
As Authenticating Agent
By...........................
Authorized Officer
ARTICLE SEVEN
Holders' Lists and Reports by Trustee and Company
Section 701. Company to Furnish Trustee Names and
Addresses of Holders.
If the Trustee is not acting as Security Registrar
for the Securities of any series, the Company will
furnish or cause to be furnished to the Trustee
(1) at intervals of no more than six months
commencing after the first issue of such series, a
list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders
as of a date not more than 15 days prior to the
time such information is furnished, and
(2) at such other times as the Trustee may
request in writing, within 30 days after the
receipt by the Company of any such request, a list
of similar form and content as of a date not more
than 15 days prior to the time such list is
furnished.
Section 702. Preservation of Information;
Communications to Holders.
The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of
Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy
any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.
The rights of Holders to communicate with other
Holders with respect to their rights under this
Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.
Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of
either of them shall be held accountable by reason of
any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.
Section 703. Reports by Trustee.
The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided
pursuant thereto.
A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee
with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are
listed on any stock exchange.
Section 704. Reports by Company.
The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information,
documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such
information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with
the Commission.
ARTICLE EIGHT
Consolidation, Merger, Conveyance, Transfer or Lease
Section 801. Company May Consolidate, Etc., Only on
Certain Terms.
The Company shall not consolidate with or merge with
or into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety
to any Person unless:
(1) the Company will be the resulting or surviving
entity or the Person formed by such consolidation or
into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases,
the properties and assets of the Company
substantially as an entirety shall be a corporation,
limited liability company, partnership or trust,
shall be organized and validly existing under the
laws of the United States of America, any State
thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, the due
and punctual payment of the principal of and any
premium and interest on all the Securities and the
performance or observance of every covenant of this
Indenture on the part of the Company to be performed
or observed;
(2) immediately after giving effect to such
transaction and treating any indebtedness which
becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having
been incurred by the Company or such Subsidiary at
the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have
happened and be continuing;
(3) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease,
properties or assets of the Company would become
subject to a mortgage, pledge, lien, security
interest or other encumbrance which would not be
permitted by this Indenture, the Company or such
successor Person, as the case may be, shall take such
steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and
(4) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such
supplemental indenture, comply with this Article and
that all conditions precedent herein provided for
relating to such transaction have been complied with.
Section 802. Successor Substituted.
Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any
conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in
accordance with Section 801, the successor Person
formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company
under this Indenture with the same effect as if such
successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.
ARTICLE NINE
Supplemental Indentures
Section 901. Supplemental Indentures Without Consent of
Holders.
Without the consent of any Holders, the Company,
when authorized by or pursuant to a Company Order, and
the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto,
in form satisfactory to the Trustee, for any of the
following purposes:
(1) to evidence the succession of another Person to
the Company and the assumption by any such successor
of the covenants of the Company herein and in the
Securities; or
(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of
Securities (and if such covenants are to be for the
benefit of less than all series of Securities,
stating that such covenants are expressly being
included solely for the benefit of such series) or to
surrender any right or power herein conferred upon
the Company; or
(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of
Securities (and if such additional Events of Default
are to be for the benefit of less than all series of
Securities, stating that such additional Events of
Default are expressly being included solely for the
benefit of such series); or
(4) to add to or change any of the provisions of
this Indenture to such extent as shall be necessary
to permit or facilitate the issuance of Securities in
bearer form, registrable or not registrable as to
principal, and with or without interest coupons, or
to permit or facilitate the issuance of Securities in
uncertificated form; or
(5) to add to, change or eliminate any of the
provisions of this Indenture in respect of one or
more series of Securities, provided that any such
addition, change or elimination (A) shall neither
(i) apply to any Security of any series created prior
to the execution of such supplemental indenture and
entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall
become effective only when there is no such Security
Outstanding; or
(6) to secure the Securities pursuant to the
requirements of Section 1006 or otherwise; or
(7) to establish the form or terms of Securities of
any series as permitted by Sections 201 and 301; or
(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and
to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder
by more than one Trustee, pursuant to the
requirements of Section 611; or
(9) to cure any ambiguity, to correct or supplement
any provision herein which may be defective or
inconsistent with any other provision herein, or to
make any other provisions with respect to matters or
questions arising under this Indenture, provided that
such action pursuant to this Clause (9) shall not
adversely affect the interests of the Holders of
Securities of any series in any material respect.
Section 902. Supplemental Indentures With Consent of
Holders.
With the consent of the Holders of not less than a
majority in aggregate principal amount of the
Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company,
when authorized by a Company Order, and the Trustee may
enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected
thereby,
(1) change the Stated Maturity of the principal of,
or any installment of principal of or interest on,
any Security, or reduce the principal amount thereof
or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount
Security or any other Security which would be due and
payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, or change
any Place of Payment where, or the coin or currency
in which, any Security or any premium or interest
thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption or repayment, on or after the Redemption
Date or any repayment date), or
(2) reduce the percentage in principal amount of
the Outstanding Securities of any series, the consent
of whose Holders is required for any such
supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance
with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided
for in this Indenture, or
(3) modify any of the provisions of this Section,
Section 513 or Section 1008, except to increase any
such percentage or to provide that certain other
provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each
Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to
require the consent of any Holder with respect to
changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1008,
or the deletion of this proviso, in accordance with
the requirements of Sections 611 and 901(8).
A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which
has expressly been included solely for the benefit of
one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of
such series with respect to such covenant or other
provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of
any other series.
It shall not be necessary for any Act of Holders
under this Section to approve the particular form of
any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance
thereof.
Section 903. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this
Indenture or otherwise.
Section 904. Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall
be bound thereby.
Section 905. Conformity with Trust Indenture Act.
Every supplemental indenture executed pursuant to
this Article shall conform to the requirements of the
Trust Indenture Act.
Section 906. Reference in Securities to Supplemental
Indentures.
Securities of any series authenticated and delivered
after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as
to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for
Outstanding Securities of such series.
ARTICLE TEN
Covenants
Section 1001. Payment of Principal, Premium and
Interest.
The Company covenants and agrees for the benefit of
each series of Securities that it will duly and
punctually pay the principal of and any premium and
interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. In
the absence of contrary provisions with respect to the
Securities of any series, interest on the Securities of
any series may, at the option of the Company, be paid
by check mailed to the address of the Person entitled
thereto as it appears on the Security Register.
Section 1002. Maintenance of Office or Agency.
As long as any of the Securities of a series remain
outstanding, the Company will maintain in each Place of
Payment for any series of Securities an office or
agency where Securities of that series may be presented
or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series
and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location,
and any change in the location, of such office or
agency. If at any time the Company shall fail to
maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may
be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations,
surrenders, notices and demands.
The Company may also from time to time designate one
or more other offices or agencies where the Securities
of one or more series may be presented or surrendered
for any or all such purposes and may from time to time
rescind such designations; provided, however, that no
such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an
office or agency in each Place of Payment for
Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the
location of any such other office or agency.
Section 1003. Money for Securities Payments to Be Held
in Trust.
If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities,
it will, on or before each due date of the principal of
or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its
action or failure so to act.
Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to
each due date of the principal of or any premium or
interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture
Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action
or failure so to act.
The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute
and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent
will (1) hold all sums held by it for the payment of
principal of or any premium or interest on Securities
of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;
(2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of
that series) in the making of any payment of principal
of or premium or interest on Securities of that series;
and (3) at any time during the continuance of any such
default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by
such Paying Agent for payment in respect of the
Securities of that series.
The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying
Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by
the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with
respect to such money.
Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the
payment of the principal of or any premium or interest
on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest
has become due and payable shall be paid to the Company
on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of
the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying
Agent, before being required to make any such
repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the
English language, customarily published on each
Business Day and of general circulation in the Borough
of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to
the Company.
Section 1004. Statement by Officers as to Default.
The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best
knowledge of the signers thereof the Company is in
default in the performance and observance of any of the
terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall
be in default, specifying all such defaults and the
nature and status thereof of which they may have
knowledge.
Section 1005. Existence.
Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights
(charter and statutory) and franchises; provided,
however, that the Company shall not be required to
preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof
is no longer desirable in the conduct of the business
of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.
Section 1006. Restrictions on Liens
The Company will not, and will not permit any
Restricted Subsidiary to, incur, issue, assume or
guarantee Indebtedness secured by any Liens of the
Company or any Restricted Subsidiary upon any Principal
Property, or upon shares of capital stock or evidences
of Indebtedness issued by any Restricted Subsidiary and
owned by the Company or any Restricted Subsidiary,
whether owned at the date of this Indenture or
thereafter acquired, without making, or causing such
Restricted Subsidiary to make, effective provision to
secure all of the Securities then Outstanding by such
Lien, equally and ratably with any and all other
Indebtedness thereby secured, so long as such
Indebtedness shall be so secured.
The foregoing restrictions shall not apply to
indebtedness secured by Liens existing on the date of
this Indenture or to any of the following:
(1) Liens on any Principal Property acquired,
constructed or improved by the Company or any
Restricted Subsidiary after the date of this
Indenture which are created or assumed
contemporaneously with such acquisition,
construction or improvement, or within 180 days
after the completion thereof, to secure or provide
for the payment of all or any part of the cost of
such acquisition, construction or improvement
(including related expenditures capitalized for
Federal income tax purposes in connection
therewith) incurred after the date of this
Indenture;
(2) Liens of or upon any property, shares of
capital stock or Indebtedness existing at the time
of acquisition thereof, whether by merger,
consolidation, purchase, lease or otherwise
(including Liens of or upon property, shares of
capital stock or Indebtedness of a corporation
existing at the time such corporation becomes a
Restricted Subsidiary);
(3) Liens in favor of the Company or any
Restricted Subsidiary;
(4) Liens in favor of the United States of
America or any State thereof, or any department,
agency or instrumentality or political subdivision
of the United States of America or any State
thereof or political entity affiliated therewith,
or in favor of Canada, or any political subdivision
thereof, to secure partial, progress, advance or
other payments, or other obligations, pursuant to
any contract or statute or to secure any
Indebtedness incurred for the purpose of financing
all or any part of the cost of acquiring,
constructing or improving the property subject to
such Liens (including Liens incurred in connection
with pollution control, industrial revenue or
similar financings);
(5) Liens on any property created, assumed or
otherwise brought into existence in contemplation
of the sale or other disposition of the underlying
property, whether directly or indirectly, by way of
share disposition or otherwise; provided that 180
days from the creation of such Liens the Company
must have disposed of such property and any
Indebtedness secured by such Liens shall be without
recourse to the Company or any Subsidiary;
(6) Liens imposed by law, such as mechanics',
workmen's, repairmen's, materialmen's, carriers',
warehousemen's, vendors' or other similar liens
arising in the ordinary course of business, or
governmental (federal, state or municipal) liens
arising out of contracts for the sale of products
or services by the Company or any Restricted
Subsidiary, or deposits or pledges to obtain the
release of any of the foregoing;
(7) pledges or deposits under workmen's
compensation laws or similar legislation and Liens
of judgments thereunder which are not currently
dischargeable, or good faith deposits in connection
with bids, tenders, contracts (other than for the
payment of money) or leases to which the Company or
any Restricted Subsidiary is a party, or deposits
to secure public or statutory obligations of the
Company or any Restricted Subsidiary, or deposits
in connection with obtaining or maintaining
self-insurance or to obtain the benefits of any
law, regulation or arrangement pertaining to
unemployment insurance, old age pensions, social
security or similar matters, or deposits of cash or
obligations of the United States of America to
secure surety, appeal or customs bonds to which the
Company or any Restricted Subsidiary is a party, or
deposits in litigation or other proceedings such
as, but not limited to, interpleader proceedings;
(8) Liens created by or resulting from any
litigation or other proceeding which is being
contested in good faith by appropriate proceedings,
including Liens arising out of judgments or awards
against the Company or any Restricted Subsidiary
with respect to which the Company or such
Restricted Subsidiary is in good faith prosecuting
an appeal or proceedings for review; or Liens
incurred by the Company or any Restricted
Subsidiary for the purpose of obtaining a stay or
discharge in the course of any litigation or other
proceeding to which the Company or such Restricted
Subsidiary is a party;
(9) Liens for taxes or assessments or
governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without
penalty, or which are being contested in good faith
by appropriate proceedings;
(10) Liens consisting of easements, rights-of-way,
zoning restrictions, restrictions on the use of
real property, and defects and irregularities in
the title thereto, landlords' liens and other
similar liens and encumbrances none of which
interfere materially with the use of the property
covered thereby in the ordinary course of the
business of the Company or such Restricted
Subsidiary and which do not, in the opinion of the
Company, materially detract from the value of such
properties; or
(11) any extension, renewal or replacement (or
successive extensions, renewals or replacements),
as a whole or in part, of any Lien existing on the
date of this Indenture or of any Lien referred to
in the foregoing clauses (1), (2) or (5) to (10),
inclusive; provided, that (i) such extension,
renewal or replacement Lien shall be limited to all
or a part of the same property, shares of stock or
Indebtedness that secured the Lien extended,
renewed or replaced (plus improvements on such
property) and (ii) the Indebtedness secured by such
Lien at such time is not increased.
Notwithstanding the foregoing, the Company and its
Restricted Subsidiaries, or any of them, may incur,
issue, assume or guarantee Indebtedness secured by
Liens without equally and ratably securing the
Securities of each series then Outstanding, provided,
that at the time of such incurrence, issuance,
assumption or guarantee of Indebtedness, after giving
effect thereto and to the retirement of any
Indebtedness which is concurrently being retired, the
sum of (i) the aggregate amount of all outstanding
Indebtedness secured by Liens which could not have been
incurred, issued, assumed or guaranteed by the Company
or a Restricted Subsidiary without equally or ratably
securing the Securities of each series then
Outstanding, except for the provisions of this
paragraph, plus (ii) the Attributable Value of Sale and
Leaseback Transactions entered into pursuant to the
penultimate paragraph of Section 1007, does not at such
time exceed 15% of the Consolidated Capitalization of
the Company.
Section 1007. Restrictions on Sale and Leaseback
Transactions
The Company will not itself, and it will not permit
any Restricted Subsidiary to, enter into any
arrangement with any bank, insurance company or other
lender or investor (not including the Company or any
Restricted Subsidiary) or to which any such lender or
investor is a party, providing for the leasing by the
Company or a Restricted Subsidiary for a period,
including renewals, in excess of three years of any
Principal Property which has been or is to be sold or
transferred by the Company or any Restricted Subsidiary
to such lender or investor or to any person to whom
funds have been or are to be advanced by such lender or
investor on the security of such Principal Property
(herein referred to as a "Sale and Leaseback
Transaction") unless either:
(1) The Company or such Restricted Subsidiary
would, at the time of entering into such
arrangement, be entitled, without equally and
ratably securing the Securities of each series then
Outstanding, to incur, issue, assume or guarantee
Indebtedness secured by a Lien on such property,
pursuant to paragraphs (1) to (11), inclusive, of
Section 1006; or
(2) the Company, within 180 days after the sale
or transfer shall have been made by the Company or
by a Restricted Subsidiary, applies an amount equal
to the greater of (i) the net proceeds of the sale
of the Principal Property sold and leased back
pursuant to such arrangement or (ii) the fair
market value of the Principal Property so sold and
leased back at the time of entering into such
arrangement (as determined by any two of the
following: the Chairman or a Vice Chairman of the
Board of the Company, its President, its Chief
Financial Officer, its Senior Vice President,
Corporate Finance, or its Senior Vice President,
Financial Operations) to the retirement of Funded
Debt of the Company; provided, that the amount to
be applied to the retirement of Funded Debt of the
Company shall be reduced by (i) the principal
amount of any Securities delivered within 120 days
after such sale to the Trustee for retirement and
cancellation, and (ii) the principal amount of
Funded Debt, other than Securities, voluntarily
retired by the Company within 120 days after such
sale.
Notwithstanding the foregoing, the Company and its
Restricted Subsidiaries, or any of them, may enter into
a Sale and Leaseback Transaction which would otherwise
be prohibited by this Section 1007, provided, that at
the time of such transaction, after giving effect
thereto, the sum of (i) the aggregate amount of the
Attributable Value in respect of all Sale and Leaseback
Transactions existing at such time which could not have
been entered into except for the provisions of this
paragraph plus (ii) the aggregate amount of outstanding
Indebtedness secured by liens in reliance on the last
paragraph of Section 1006 does not at such time exceed
15% of the Consolidated Capitalization of the Company.
A Sale and Leaseback Transaction shall not be deemed
to result in the creation of a Lien.
Section 1008. Waiver of Certain Covenants
Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company
may, with respect to the Securities of any series, omit
in any particular instance to comply with any term,
provision or condition set forth in any covenant
provided pursuant to Section 301(18), 901(2) or 901(7)
for the benefit of the Holders of such series or in
Section 1006 or 1007, if before the time for such
compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive
compliance with such term, provision or condition, but
no such waiver shall extend to or affect such term,
provision or condition except to the extent so
expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the
duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and
effect.
ARTICLE ELEVEN
Redemption of Securities
Section 1101. Applicability of Article.
Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as
contemplated by Section 301 for such Securities) in
accordance with this Article.
Section 1102. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Securities
shall be evidenced by a Company Order. In case of any
redemption at the election of the Company of less than
all the Securities of any series (including any such
redemption affecting only a single Security), the
Company shall, at least 45 days prior to the Redemption
Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers' Certificate evidencing
compliance with such restriction.
Section 1103. Selection by Trustee of Securities to Be
Redeemed.
If less than all the Securities of any series are to
be redeemed (unless all the Securities of such series
and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such
series not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption
of a portion of the principal amount of any Security of
such series, provided that the unredeemed portion of
the principal amount of any Security shall be in an
authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such
redemption affects only a single Security), the
particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such
series and specified tenor not previously called for
redemption in accordance with the preceding sentence.
The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as
aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount
thereof to be redeemed.
The provisions of the two preceding paragraphs shall
not apply with respect to any redemption affecting only
a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an
authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.
For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case
of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.
Section 1104. Notice of Redemption.
Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each
Holder of Securities to be redeemed, at the Holder's
address appearing in the Security Register.
All notices of redemption shall state:
(1) the Redemption Date,
(2) the Redemption Price,
(3) if less than all the Outstanding Securities of
any series consisting of more than a single Security
are to be redeemed, the identification (and, in the
case of partial redemption of any such Securities,
the principal amounts) of the particular Securities
to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single
Security are to be redeemed, the principal amount of
the particular Security to be redeemed,
(4) that on the Redemption Date the Redemption
Price will become due and payable upon each such
Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after
said date,
(5) the place or places where each such Security is
to be surrendered for payment of the Redemption
Price, and
(6) that the redemption is for a sinking fund, if
such is the case.
Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the
Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company and shall be
irrevocable.
Section 1105. Deposit of Redemption Price.
On or prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on,
all the Securities which are to be redeemed on that
date.
Section 1106. Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after
such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in
accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as
contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record
Dates according to their terms and the provisions of
Section 307.
If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the
principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate
prescribed therefor in the Security.
Section 1107. Securities Redeemed in Part.
Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or the Holder's
attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of
the principal of the Security so surrendered; provided,
however, that if a Global Security is so surrendered,
such new Security so issued shall be a new Global
Security in a denomination equal to the unredeemed
portion of the principal of the Global Security so
surrendered.
ARTICLE TWELVE
Sinking Funds
Section 1201. Applicability of Article.
The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of
any series except as otherwise specified as
contemplated by Section 301 for such Securities.
The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein
referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided
for by the terms of such Securities is herein referred
to as an "optional sinking fund payment". If provided
for by the terms of any Securities, the cash amount of
any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities as
provided for by the terms of such Securities.
Section 1202. Satisfaction of Sinking Fund Payments
with Securities.
The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for
redemption) and (2) may apply as a credit Securities of
a series which have been redeemed either at the
election of the Company pursuant to the terms of such
Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or
any part of any sinking fund payment with respect to
any Securities of such series required to be made
pursuant to the terms of such Securities as and to the
extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not
been previously so credited. The Securities to be so
credited shall be received and credited for such
purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be
reduced accordingly.
Section 1203. Redemption of Securities for Sinking
Fund.
Not less than 35 days prior to each sinking fund
payment date for any Securities, the Company will
deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of
such Securities, the portion thereof, if any, which is
to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be
so delivered. Not less than 32 days prior to each such
sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated
in Sections 1106 and 1107.
ARTICLE THIRTEEN
Defeasance and Covenant Defeasance
Section 1301. Company's Right with respect to
Defeasance or Covenant Defeasance.
The Company will have the right, at any time, to
have Section 1302 or Section 1303 applied to any
Securities or any series of Securities, as the case may
be (other than Securities of a series designated
pursuant to Section 301 as not being defeasible
pursuant to such Section 1302 or 1303), upon compliance
with the conditions set forth below in this Article.
Any such request shall be evidenced by a Company Order
or in another manner specified as contemplated by
Section 301 for such Securities.
Section 1302. Defeasance and Discharge.
Upon the Company's exercise of its right to have
this Section applied to any Securities or any series of
Securities, as the case may be, the Company shall be
deemed to have been discharged from its obligations
with respect to such Securities as provided in this
Section on and after the date the conditions set forth
in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means
that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by such
Securities and to have satisfied all its other
obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to
the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the
trust fund described in Section 1304 and as more fully
set forth in such Section, (i) payments in respect of
the principal of and any premium and interest on the
Outstanding Securities on the Stated Maturity of such
principal or installment of principal of and any
premium or interest and (ii) the benefit of any
mandatory sinking fund payments applicable to the
Securities on the day on which such payments are due
and payable in accordance with the terms of this
Indenture and the Securities, (2) the Company's
obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights,
powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance
with this Article, the Company may exercise its option
to have this Section applied to any Securities
notwithstanding the prior exercise of its option to
have Section 1303 applied to such Securities.
Section 1303. Covenant Defeasance.
Upon the Company's exercise of its right to have
this Section applied to any Securities or any series of
Securities, as the case may be, (1) the Company shall
be released from its obligations under Sections 1006
and 1007, and any covenants provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of
the Holders of such Securities and (2) the occurrence
of any event specified in Sections 501(4) (with respect
to Sections 1006 or 1007, and any such covenants
provided pursuant to Section 301(18), 901(2) or
901(7)), and 501(7) shall be deemed not to be or result
in an Event of Default, in each case with respect to
such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304
are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no
liability in respect of any term, condition or
limitation set forth in any such specified Section (to
the extent so specified in the case of Section 501(4)),
whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any
other provision herein or in any other document, but
the remainder of this Indenture and such Securities
shall be unaffected thereby.
Section 1304. Conditions to Defeasance or Covenant
Defeasance.
The following shall be the conditions to the
application of Section 1302 or Section 1303 to any
Securities or any series of Securities, as the case may
be:
(1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another
trustee which satisfies the requirements contemplated
by Section 609 and agrees to comply with the
provisions of this Article applicable to it) as trust
funds in trust for the purpose of making the
following payments, specifically pledged as security
for, and dedicated solely to, the benefits of the
Holders of such Securities, (A) money in an amount,
or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in
respect thereof in accordance with their terms will
provide, not later than one day before the due date
of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the
Trustee (or any such other qualifying trustee) to pay
and discharge, (i) the principal of and any premium
and each installment of principal of and any premium
and interest on the Outstanding Securities on the
respective Stated Maturities, and (ii) any mandatory
sinking fund payments applicable to the Securities on
the day on which such payments are due and payable in
accordance with the terms of this Indenture and such
Securities. As used herein, "U.S. Government
Obligation" means (x) any security which is (i) a
direct obligation of the United States of America for
the payment of which the full faith and credit of the
United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by
and acting as an agency or instrumentality of the
United States of America the payment of which is
unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in
either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and
(y) any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government
Obligation which is specified in Clause (x) above and
held by such bank for the account of the holder of
such depositary receipt, or with respect to any
specific payment of principal of or interest on any
U.S. Government Obligation which is so specified and
held, provided that (except as required by law) such
custodian is not authorized to make any deduction
from the amount payable to the holder of such
depositary receipt from any amount received by the
custodian in respect of the U.S. Government
Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.
(2) In the event of an election to have
Section 1302 apply to any Securities or any series of
Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel
stating that (A) the Company has received from, or
there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall
confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and
discharge to be effected with respect to such
Securities and will be subject to Federal income tax
on the same amount, in the same manner and at the
same times as would be the case if such deposit,
Defeasance and discharge were not to occur.
(3) In the event of an election to have
Section 1303 apply to any Securities or any series of
Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant
Defeasance to be effected with respect to such
Securities and will be subject to Federal income tax
on the same amount, in the same manner and at the
same times as would be the case if such deposit and
Covenant Defeasance were not to occur.
(4) Such provision would not cause any Outstanding
Securities, if then listed on any securities
exchange, to be delisted as a result of such deposit.
(5) No event which is, or after notice or lapse of
time or both would become, an Event of Default with
respect to such Securities shall have occurred and be
continuing at the time of such deposit or, with
regard to any such event specified in Sections 501(5)
and (6), at any time on or prior to the 90th day
after the date of such deposit (it being understood
that this condition shall not be deemed satisfied
until after such 90th day).
(6) Such Defeasance or Covenant Defeasance shall
not cause the Trustee to have a conflicting interest
within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the
meaning of such Act).
(7) Such Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute
a default under, any other agreement or instrument to
which the Company is a party or by which it is bound.
(8) Such Defeasance or Covenant Defeasance shall
not result in the trust arising from such deposit
constituting an investment company within the meaning
of the Investment Company Act unless such trust shall
be registered under such Act or exempt from
registration thereunder.
(9) The Company shall have delivered to the Trustee
an Officer's Certificate and an Opinion of Counsel,
each stating that all conditions precedent with
respect to such Defeasance or Covenant Defeasance
have been complied with.
Section 1305. Deposited Money and U.S. Government
Obligations to Be Held in Trust; Miscellaneous
Provisions.
Subject to the provisions of the last paragraph of
Section 1003, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for
purposes of this Section and Section 1306, the Trustee
and any such other trustee are referred to collectively
as the "Trustee") pursuant to Section 1304 in respect
of any Securities shall be held in trust and applied by
the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including
the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon
in respect of principal and any premium and interest,
but money so held in trust need not be segregated from
other funds except to the extent required by law.
The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and
interest received in respect thereof other than any
such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.
Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as
provided in Section 1304 with respect to any Securities
which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a
written certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be
required to be deposited to effect the Defeasance or
Covenant Defeasance, as the case may be, with respect
to such Securities.
Section 1306. Reinstatement.
If the Trustee or the Paying Agent is unable to
apply any money in accordance with this Article with
respect to any Securities by reason of any order or
judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture
and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303
shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to
such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such
Securities in accordance with this Article; provided,
however, that if the Company makes any payment of
principal of or any premium or interest on any such
Security following such reinstatement of its
obligations, the Company shall be subrogated to the
rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.
_____________________________
This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall
together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused
this Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above
written.
GENERAL MILLS, INC.
By..........................
Attest:
..........................
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION,
By..........................
Attest:
..........................
State of MINNESOTA )
) ss.:
County of HENNEPIN )
On the .... day of February, 1996, before me
personally came ..........................., to me
known, who, being by me duly sworn, did depose and say
that she is .................... of General Mills,
Inc., one of the corporations described in and which
executed the foregoing instrument; that she knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said
corporation; and that she signed her name thereto by
like authority.
.............................
State of ILLINOIS )
) ss.:
County of COOK )
On the .... day of ..........., 1996, before me
personally came ..........................., to me
known, who, being by me duly sworn, did depose and say
that he is .................... of First Trust of
Illinois, National Association, one of the corporations
described in and which executed the foregoing
instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he
signed his name thereto by like authority.
............................
Exhibit 5
February 6, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, DC 20549
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of
General Mills, Inc., a Delaware corporation (the "Company"), and
I am fully familiar with its business and affairs. I have acted
as counsel to the Company in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement")
being filed on or about the date hereof with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
proposed public offering of $500,000,000 aggregate principal
amount of debt securities (the "Debt Securities") of the Company.
The Debt Securities are to be issued pursuant to an Indenture
dated as of February 1, 1996, First Trust of Illinois, National
Association, Trustee (the "Indenture"), as it may be supplemented
from time to time. In connection with the proposed offering, I
have examined the following:
1. The Restated Certificate of Incorporation of the
Company.
2. The By-Laws of the Company.
3. The Form of Indenture.
4. Resolutions of the Board of Directors of the Company
adopted on February 14, 1994 (the "Resolutions").
5. The Registration Statement, including exhibits, as
filed with the Commission on or about the date hereof
in connection with the registration of the Debt
Securities under the Securities Act.
I have also examined such other documents and reviewed such
questions of law as I have considered necessary and appropriate
for the purposes of this opinion.
In rendering my opinion set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the
genuineness of all signatures and the conformity to authentic
originals of all documents submitted to me as copies. I have
also assumed the legal capacity for all purposes relevant hereto
of all natural persons. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them
in the form of Indenture filed as Exhibit 4.1 to the Registration
Statement.
Based on the foregoing, I am of the opinion that, when the
specific terms of a series of Debt Securities have been
established pursuant to the Resolutions and the Indenture and
specified in a supplemental indenture or an Officers'
Certificate, which has been executed and delivered to the
Trustee, such series of Debt Securities will have been duly
authorized by all requisite corporate action and, when executed
and authenticated as specified in the Indenture and delivered
against payment therefor pursuant to the terms described in the
Registration Statement and as specified by an Officers'
Certificate, will constitute valid and binding obligations of the
Company, enforceable in accordance with the terms of such series.
The opinion set forth above is subject to the following
qualifications and exceptions:
(a) In rendering the opinion set forth above, I have
assumed that, at the time of the authentication and delivery
of a series of Debt Securities, the Resolutions will not
have been modified or rescinded, there will not have
occurred any change in the law affecting the authorization,
execution, delivery, validity or enforceability of the Debt
Securities, the Registration Statement will have been
declared effective by the Commission and will continue to be
effective, the Indenture will have been qualified under the
Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and will continue to be qualified, the Debt
Securities of such series will have been offered and sold
pursuant to the terms described in the Registration
Statement and in compliance with the Securities Act, the
Trust Indenture Act and any applicable state securities
laws, and none of the particular terms of a series of Debt
Securities will violate any applicable law and neither the
issuance and sale thereof nor the compliance by the Company
with the terms thereof will result in a violation of any
agreement or instrument then binding upon the Company or any
order of any court or governmental body having jurisdiction
over the Company.
(b) My opinion is subject to the effect of any
applicable bankruptcy, insolvency, reorganization,
moratorium or other similar law of general application
affecting creditors' rights.
(c) My opinion is subject to the effect of general
principles of equity, including (without limitation)
concepts of materiality, reasonableness, good faith and fair
dealing, and other similar doctrines affecting the
enforceability of agreements generally (regardless of
whether considered in a proceeding in equity or at law).
(d) As of the date of this opinion, a judgment for
money in an action based on a Debt Security denominated in a
foreign currency or currency unit in a federal or State
court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date
used to determine the rate of conversion into United States
dollars of the foreign currency or currency unit in which a
particular Debt Security is denominated will depend upon
various factors, including which court renders the judgment.
I hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me under the
caption "Validity of Debt Securities" contained in the Prospectus
included therein.
Very truly yours,
/s/ Siri S. Marshall
SSM/pc
EXHIBIT 12
<TABLE>
SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Thousands)
<CAPTION>
Twenty-Six Weeks Ended Fiscal Year Ended
--------------------------- ----------------------------------------------------------
November 26, November 27, May 28, May 29, May 30, May 31, May 26,
1995 1994 1995 1996 1993 1992 1991
--------------------------- ----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings from Continuing Operations before
Income Taxes $ 446,488 $ 402,974 $ 404,553 $ 548,157 $ 676,433 $ 669,237 $ 610,950
Plus: Fixed Charges (1) 64,899 61,757 130,192 105,378 87,721 79,772 85,787
Less: Capitalized Interest (375) (388) (825) (1,956) (8,437) (9,113) (4,938)
--------------------------- ----------------------------------------------------------
Earnings from Continuing Operations
Available to Cover Fixed Charges $ 511,012 $ 464,343 $ 533,920 $ 651,579 $ 755,717 $ 739,896 $ 691,799
--------------------------- ----------------------------------------------------------
--------------------------- ----------------------------------------------------------
Ratio of Earnings to Fixed Charges 7.87 7.52 4.10 6.18 8.62 9.28 8.06
--------------------------- ----------------------------------------------------------
<FN>
- ---------------------
Note (1)
Fixed Charges
Interest Expense $ 60,277 $ 57,071 $ 120,577 $ 95,089 $ 70,479 $ 62,585 $ 74,017
Interest Capitalized 375 388 825 1,956 8,437 9,113 4,938
Rentals (1/3) 4,247 4,298 8,790 8,333 8,805 8,074 6,832
--------------------------- ----------------------------------------------------------
Total $ 64,899 $ 61,757 $ 130,192 $ 105,378 $ 87,721 $ 79,772 $ 85,787
--------------------------- ----------------------------------------------------------
--------------------------- ----------------------------------------------------------
</FN>
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
General Mills, Inc.:
We consent to the incorporation by reference in this
Registration Statement on Form S-3 and related Prospectus of
General Mills, Inc., of our reports that appear and are
incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended May 28, 1995 and to the
reference to our firm under the heading "Experts" in the
Prospectus.
Our report covering the basic consolidated financial
statements refers to changes in the method of accounting
for certain 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
February 6, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ Stephen W. Sanger
Stephen W. Sanger
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ Richard M. Bressler
Richard M. Bressler
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ William T. Esrey
William T. Esrey
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ Charles W. Gaillard
Charles W. Gaillard
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ Judith Richards Hope
Judith Richards Hope
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ George Putnam
George Putnam
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ A. Michael Spence
Dr. A. Michael Spence
Dated: February 14, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned
constitutes and appoints M. H. Willes, L. M. Frecon, K. L.
Thome and C. L. Whitehill, 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-3 and any and all amendments
(including post-effective amendments) to the Registration
Statement covering the issuance of up to $500,000,000
principal amount of debt securities 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 and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as might or could be done in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ C. Angus Wurtele
C. Angus Wurtele
Dated: February 14, 1994
<PAGE>
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-3 and any and all amendments (including
post-effective amendments) to the Registration Statement
covering the issuance of up to $500,000,000 principal amount
of debt securities 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 and perform
each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as might or could be done in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or
any of them, or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
/s/ Raymond G. Viault
Raymond G. Viault
Dated: January 31, 1996
EXHIBIT 25
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)____________
----------------
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
36-4046888
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
400 NORTH MICHIGAN AVENUE, 60611
CHICAGO, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------
GENERAL MILLS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-0274440
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
NUMBER ONE GENERAL MILLS BOULEVARD 55426
MINNEAPOLIS, MINNESOTA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE:
AS OF FEBRUARY 1, 1996
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1)
OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE
OFFICER OF THE OBLIGOR.
AS OF FEBRUARY 1, 1996
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ------------ --------------
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF FEBRUARY 1, 1996
COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
------------- -------------- ------------ --------------
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY
THE TRUSTEE:
AS OF FEBRUARY 1, 1996
COL. A COL. B COL. C COL. D
WHETHER THE
SECURITIES
ARE VOTING AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
OR NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
TITLE OF CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
- -------------- ------------ ---------------------------- ---------------------
Not applicable by virtue of response to Item 13.
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
AS OF FEBRUARY 1, 1996
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
------------------ ------------ --------------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 13.
</TABLE>
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE
OF THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
<TABLE>
AS OF FEBRUARY 1, 1996
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
------------------ ------------ --------------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 13.
</TABLE>
ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
<TABLE>
AS OF FEBRUARY 1, 1996
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
NAME OF ISSUER AND AMOUNT HELD AS COLLATERAL SECURITY FOR REPRESENTED BY AMOUNT
TITLE OF CLASS OUTSTANDING OBLIGATIONS IN DEFAULT BY TRUSTEE GIVEN IN COL. C
------------------ ------------ --------------------------------- ---------------------
<S> <C> <C> <C>
Not applicable by virtue of response to Item 13.
</TABLE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF FEBRUARY 1, 1996
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
---------------------- ------------------ --------
Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture. The trustee is a trustee under another
indenture under which securities are outstanding. There is not and
there has not been a default with respect to the securities outstanding
under such other indenture.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEES, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the Articles of Association of First Trust of Illinois,
National Association as now in effect, incorporated herein by reference to
Exhibit 1 to T-1; Registration No. 33-64175.
2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration
No. 33-64175.
3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1; Registration
No. 33-64175.
4. A copy of the existing By-Laws of First Trust of Illinois, National
Association as now in effect, incorporated herein by reference to Exhibit 4
to T-1; Registration No. 33-64175.
5. Not applicable by virtue of response to Item 13.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to
T-1; Registration No. 33-64175.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.
8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF
CHICAGO, AND STATE OF ILLINOIS, AS OF THE 1ST DAY OF FEBRUARY, 1996.
First Trust of Illinois, National
Association
By /S/ John W. Porter
---------------------------------
John W. Porter
Vice President
<PAGE>
EXHIBIT 7
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
BALANCE SHEET CERTIFICATION
I, Matthew P. Wagner, Chairman of First Trust of Illinois, National
Association, hereby certify and attest to the accuracy of the attached balance
sheet, and declare that it has been prepared in conformity with generally
accepted accounting practices, has been examined by me, and to the best of my
knowledge and belief is true and correct.
IN WITNESS WHEREOF, I have executed this certification and caused the seal
of First Trust of Illinois, National Association to be affixed hereto this
29th day of November, 1995.
/s/ Matthew P. Wagner
---------------------------
Matthew P. Wagner, Chairman
(Seal)
<PAGE>
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
UNAUDITED BALANCE SHEET/REPORT OF CONDITION
NOVEMBER 28, 1995
ASSETS
Cash and Due From Banks....................................... $ 97,000,000
Federal Reserve Bank Stock.................................... 3,000,000
Total assets................................................ $100,000,000
LIABILITIES
-0-
EQUITY
Common Stock.................................................. $ 1,000,000
Additional Paid In Capital.................................... 99,000,000
Total liabilities and equity................................ $100,000,000
