<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(AMENDMENT NO. 1)
------------------------
GENERAL MILLS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 2043 41-0274440
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
NUMBER ONE GENERAL MILLS BOULEVARD
(MAIL: P.O. BOX 1113)
MINNEAPOLIS, MINNESOTA 55426 (MAIL: 55440)
(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 AND GENERAL COUNSEL
GENERAL MILLS, INC.
NUMBER ONE GENERAL MILLS BOULEVARD
MINNEAPOLIS, MINNESOTA 55426
(612) 540-2311
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO
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STEVEN A. ROSENBLUM, ESQ. WILLIAM F. SEABAUGH, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ BRYAN CAVE LLP
51 WEST 52ND STREET ONE METROPOLITAN SQUARE
NEW YORK, NY 10019-6150 211 NORTH BROADWAY
(212) 403-1000 ST. LOUIS, MISSOURI 63102
(314) 259-2000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") sets forth conditions and limitations governing the indemnification of
officers, directors, and other persons.
The Registrant's By-laws provide as follows:
(a) The Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the Registrant, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such
conduct was unlawful.
(b) The Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Registrant to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the Registrant and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Registrant unless and only to the extent that
the Court of Chancery or 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, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, the person shall be indemnified or
reimbursed against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
(d) Any indemnification under sub-sections (a) and (b) (unless ordered by a
court) shall be made by the Registrant only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending a civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Registrant in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be
II-1
<PAGE> 3
indemnified by the Registrant as authorized in this section. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(g) The Registrant shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against any such person
and incurred by any such person in any such capacity, or arising out of his or
her status as such, whether or not the Registrant would have the power to
indemnify such person against such liability under the provisions of this
section.
(h) For purposes of these provisions, references to the Registrant shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as the person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of these provisions, references to other enterprises shall
include employee benefit plans; references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to serving at the request of the Registrant shall include any service
as a director, officer, employee or agent of the Registrant which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner not opposed to the best interests
of the Registrant as referred to in these provisions.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, these provisions shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The Registrant's Restated Certificate of Incorporation provides that a
director shall not be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director; provided, however, that a director shall be liable to the extent
provided by applicable law (i) for breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (such section relates generally to the
liability of directors for authorizing the unlawful payment of dividends or the
unlawful purchase or redemption of a corporation's stock), or (iv) for any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of these provisions shall apply to or have any effect on
the liability or alleged liability of any director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment.
The Registrant has insurance to indemnify its directors and officers,
within the limits of the Registrant's insurance policies, for those liabilities
in respect of which such indemnification insurance is permitted under the laws
of the State of Delaware.
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<PAGE> 4
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger, dated as of August 13, 1996 and amended as of October
25, 1996, by and among Ralcorp Holdings, Inc. ("Ralcorp"), the Registrant and General
Mills Missouri, Inc. ("General Mills Missouri"), included as Annex A in the Proxy
Statement/Prospectus included as part of this Registration Statement. The Registrant
agrees to furnish supplementally a copy of any omitted exhibit or schedule to the
Commission upon request.
2.2 Form of Reorganization Agreement by and among Ralcorp, New Ralcorp Holdings, Inc.
("New Ralcorp"), Ralston Foods, Inc. ("Foods"), Chex Inc. ("Branded Subsidiary") and
the Registrant, included as Annex B in the Proxy Statement/Prospectus included as
part of this Registration Statement. The Registrant agrees to furnish supplementally
a copy of any omitted exhibit or schedule to the Commission upon request.
2.3 Form of Tax Sharing Agreement between Ralcorp and New Ralcorp. The Registrant agrees
to furnish supplementally a copy of any omitted exhibit or schedule to the Commission
upon request.
2.4 Form of Transition Services -- Supply Agreement between Ralcorp and New Ralcorp. The
Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule
to the Commission upon request.
2.5 Form of Technology Agreement by and among Ralcorp, New Ralcorp and the Branded
Subsidiary. The Registrant agrees to furnish supplementally a copy of any omitted
exhibit or schedule to the Commission upon request.
2.6 Form of Trademark Agreement by and among Ralcorp, New Ralcorp and the Branded
Subsidiary. The Registrant agrees to furnish supplementally a copy of any omitted
exhibit or schedule to the Commission upon request.
3.1 Copy of Registrant's Restated Certificate of Incorporation, as amended to date
(incorporated herein by reference to Exhibit 3.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 28, 1995).
3.2 Copy of Registrant's By-Laws, as amended to date (incorporated herein by reference to
Exhibit 3 to Registrant's Report on Form 8-K dated December 11, 1995).
4.1 Copy of Indenture between Registrant and Continental Illinois National Bank and Trust
Company of Chicago, as amended to date by Supplemental Indentures Nos. 1 through 8
(incorporated herein by reference to Exhibit 4 to Registrant's Annual Report on Form
10-K for the fiscal year ended May 31, 1992 and to Exhibit 4(b) to Registrant's
Current Report on Form 8-K filed January 8, 1993).
4.2 Copy of Rights Agreement dated as of December 11, 1995 between Registrant and Norwest
Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 1 to Registrant's
Report on Form 8-K dated December 11, 1995).
4.3 Copy of Indenture between Registrant and First Trust of Illinois, National
Association dated February 1, 1996 (incorporated herein by reference to Exhibit 4.1
to Registrant's Registration Statement on Form S-3 effective February 23, 1996).
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the legality of the shares being
issued.
8.1 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.
8.2 Opinion of Bryan Cave LLP as to certain tax matters.
10.1 Copy of Stock Option and Long-Term Incentive Plan of 1988, as amended to date
(incorporated herein by reference to Exhibit 10.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 29, 1994).
</TABLE>
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10.2 Copy of Stock Option and Long-Term Incentive Plan of 1984, as amended to date
(incorporated herein by reference to Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 29, 1994).
10.3 Distribution Agreement with Darden Restaurants, Inc. dated May 12, 1995 (incorporated
herein by reference to Exhibit 2 to Registrant's Report on Form 8-K dated May 28,
1995).
10.4 Copy of Executive Incentive Plan, as amended to date (incorporated herein by
reference to Appendix B to Registrant's Proxy Statement pursuant to Section 14(a) of
the Securities Exchange Act of 1934, dated August 22, 1996).
10.5 Copy of Management Continuity Agreement (incorporated herein by reference to Exhibit
4 to Registrant's Report on Form 8-K dated December 11, 1995).
10.6 Copy of Supplemental Retirement Plan, as amended to date (incorporated herein by
reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 29, 1994).
10.7 Copy of Executive Survivor Income Plan, as amended to date (incorporated herein by
reference to Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996).
10.8 Copy of Executive Health Plan, as amended to date (incorporated herein by reference
to Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the fiscal year ended
May 26, 1996).
10.9 Copy of Supplemental Savings Plan, as amended to date (incorporated herein by
reference to Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 29, 1994).
10.10 Copy of 1996 Compensation Plan for Non-Employee Directors (incorporated herein by
reference to Appendix C to Registrant's Proxy Statement pursuant to Section 14(a) of
the Securities Exchange Act of 1934, dated August 22, 1996).
10.11 Copy of General Mills, Inc. 1995 Salary Replacement Stock Option Plan (incorporated
herein by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 26, 1996).
10.12 Copy of Deferred Compensation Plan, as amended to date (incorporated herein by
reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995).
10.13 Copy of Supplemental Benefits Trust Agreement dated February 9, 1987, as amended and
restated as of September 26, 1988 (incorporated herein by reference to Exhibit 10.13
to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994).
10.14 Copy of Supplemental Benefits Trust Agreement dated September 26, 1988 (incorporated
herein by reference to Exhibit 10.14 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 29, 1994).
10.15 Copy of Agreements dated November 29, 1989 by and between General Mills, Inc. and
Nestle, S.A. (incorporated herein by reference to Exhibit 10.15 to Registrant's
Annual Report on Form 10-K for the fiscal year ended May 28, 1995).
10.16 Copy of Protocol and Addendum No. 1 to Protocol of Cereal Partners Worldwide
(incorporated herein by reference to Exhibit 10.16 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 26, 1996).
10.17 Copy of 1990 Salary Replacement Stock Option Plan, as amended to date (incorporated
herein by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 29, 1994).
10.18 Copy of Addendum No. 2 dated March 16, 1993 to Protocol of Cereal Partners Worldwide
(incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 30, 1993).
</TABLE>
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<TABLE>
<S> <C>
10.19 Copy of Agreement dated July 31, 1992 by and between General Mills, Inc. and PepsiCo,
Inc. (incorporated herein by reference to Exhibit 10.20 to Registrant's Annual Report
on Form 10-K for the fiscal year ended May 30, 1993).
10.20 Copy of Stock Option and Long-Term Incentive Plan of 1993, as amended to date
(incorporated herein by reference to Exhibit 10.21 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 29, 1994).
10.21 Copy of Standstill Agreement with CPC International, Inc. dated October 17, 1994
(incorporated herein by reference to Exhibit 10(a) to Registrant's Quarterly Report
on Form 10-Q for the period ended February 26, 1995).
10.22 Copy of Addendum No. 3 effective as of March 15, 1993 to Protocol of Cereal Partners
Worldwide (incorporated herein by reference to Exhibit 10(b) to Registrant's
Quarterly Report on Form 10-Q for the period ended February 26, 1995).
11 Statement of Computation of Earnings per Share (incorporated herein by reference to
Exhibit 11 of Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended August 25, 1996).
12 Statement of Ratio of Earnings to Fixed Charges (incorporated herein by reference to
Exhibit 12 of Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended August 25, 1996).
21 List of Subsidiaries of General Mills, Inc. (incorporated herein by reference to
Exhibit 21 to Registrant's Annual Report on Form 10-K for the fiscal year ended May
26, 1996).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
23.4 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.1).
23.5 Consent of Bryan Cave LLP (included in Exhibit 8.2).
23.6 Consent of Price Waterhouse LLP.
24.1 Power of Attorney.
24.2 Power of Attorney.
24.3 Power of Attorney.
24.4 Power of Attorney.
24.5 Power of Attorney.
24.6 Power of Attorney.
24.7 Power of Attorney.
24.8 Power of Attorney.
24.9 Power of Attorney.
24.10 Power of Attorney.
24.11 Power of Attorney.
24.12 Power of Attorney.
27 Financial Data Schedule (incorporated herein by reference to Exhibit 27 to
Registrant's Annual Report on Form 10-K for the fiscal year ended May 26, 1996).
</TABLE>
(b) Financial Statement Schedules.
Schedule II -- Valuation and Qualifying Accounts (incorporated by reference
from the Registrant's Annual Report on Form 10-K for the fiscal year ended May
26, 1996).
(c) Report, Opinion or Appraisal.
Opinion of Lehman Brothers, Inc. (included as Appendix C in the Proxy
Statement/Prospectus included as part of this Registration Statement).
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<PAGE> 7
ITEM 22. UNDERTAKINGS
(a) 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 under Item 20, or otherwise,
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 Act 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 Act and will
be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(d) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes 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 offering
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
(g) The undersigned Registrant hereby undertakes:
1. To file during any period in which offers and sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
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<PAGE> 8
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
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.
(h) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment to the Registration Statement any opinion of tax
counsel with respect to the tax consequences of the transactions contemplated by
the Registration Statement that is delivered to the Registrant at or prior to
the closing of such transactions.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Minneapolis, State
of Minnesota, on December 27, 1996.
GENERAL MILLS, INC.
By: /s/ SIRI S. MARSHALL
------------------------------------
Siri S. Marshall
Senior Vice President, General
Counsel and Secretary
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ -----------------------------
<C> <S> <C>
Chairman of the Board and
- ------------------------------ Chief Executive Officer
Stephen W. Sanger
Director
- ------------------------------
Richard M. Bressler
Director
- ------------------------------
Livio D. DeSimone
Director
- ------------------------------
William T. Esrey
Director, President
- ------------------------------
Charles W. Gaillard
Director
- ------------------------------
Judith Richards Hope /s/ SIRI S. MARSHALL
Director ------------------------------
- ------------------------------ Siri S. Marshall
Kenneth A. Macke Attorney-in-fact
Director December 27, 1996
- ------------------------------
Michael D. Rose
Director
- ------------------------------
A. Michael Spence
Director
- ------------------------------
Dorothy A. Terrell
Director, Vice Chairman
- ------------------------------ (Principal Financial
Raymond G. Viault Officer)
Director
- ------------------------------
C. Angus Wurtele
/s/ KENNETH L. THOME Senior Vice President, December 27, 1996
- ------------------------------ Financial Operations
Kenneth L. Thome (Principal Accounting
Officer)
</TABLE>
<PAGE> 10
EXHIBIT INDEX
Exhibits required by S-K item 601:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of August 13, 1996 and amended as of October
25, 1996, by and among Ralcorp Holdings, Inc. ("Ralcorp"), the Registrant and
General Mills Missouri, Inc. ("General Mills Missouri"), included as Annex A in the
Proxy Statement/ Prospectus included as part of this Registration Statement. The
Registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to the Commission upon request.
2.2 Form of Reorganization Agreement by and among Ralcorp, New Ralcorp Holdings, Inc.
("New Ralcorp"), Ralston Foods, Inc. ("Foods"), Chex Inc. ("Branded Subsidiary") and
the Registrant, included as Annex B in the Proxy Statement/Prospectus included as
part of this Registration Statement. The Registrant agrees to furnish supplementally
a copy of any omitted exhibit or schedule to the Commission upon request.
2.3 Form of Tax Sharing Agreement between Ralcorp and New Ralcorp. The Registrant agrees
to furnish supplementally a copy of any omitted exhibit or schedule to the
Commission upon request.
2.4 Form of Transition Services -- Supply Agreement between Ralcorp and New Ralcorp. The
Registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to the Commission upon request.
2.5 Form of Technology Agreement by and among Ralcorp, New Ralcorp and the Branded
Subsidiary. The Registrant agrees to furnish supplementally a copy of any omitted
exhibit or schedule to the Commission upon request.
2.6 Form of Trademark Agreement by and among Ralcorp, New Ralcorp and the Branded
Subsidiary. The Registrant agrees to furnish supplementally a copy of any omitted
exhibit or schedule to the Commission upon request.
3.1 Copy of Registrant's Restated Certificate of Incorporation, as amended to date
(incorporated herein by reference to Exhibit 3.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 28, 1995).
3.2 Copy of Registrant's By-Laws, as amended to date (incorporated herein by reference
to Exhibit 3 to Registrant's Report on Form 8-K dated December 11, 1995).
4.1 Copy of Indenture between Registrant and Continental Illinois National Bank and
Trust Company of Chicago, as amended to date by Supplemental Indentures Nos. 1
through 8 (incorporated herein by reference to Exhibit 4 to Registrant's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992 and to Exhibit 4(b) to
Registrant's Current Report on Form 8-K filed January 8, 1993).
4.2 Copy of Rights Agreement dated as of December 11, 1995 between Registrant and
Norwest Bank Minnesota, N.A. (incorporated herein by reference to Exhibit 1 to
Registrant's Report on Form 8-K dated December 11, 1995).
4.3 Copy of Indenture between Registrant and First Trust of Illinois, National
Association dated February 1, 1996 (incorporated herein by reference to Exhibit 4.1
to Registrant's Registration Statement on Form S-3 effective February 23, 1996).
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the legality of the shares being
issued.
8.1 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.
8.2 Opinion of Bryan Cave LLP as to certain tax matters.
10.1 Copy of Stock Option and Long-Term Incentive Plan of 1988, as amended to date
(incorporated herein by reference to Exhibit 10.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 29, 1994).
</TABLE>
II-9
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<C> <S>
10.2 Copy of Stock Option and Long-Term Incentive Plan of 1984, as amended to date
(incorporated herein by reference to Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 29, 1994).
10.3 Distribution Agreement with Darden Restaurants, Inc. dated May 12, 1995
(incorporated herein by reference to Exhibit 2 to Registrant's Report on Form 8-K
dated May 28, 1995).
10.4 Copy of Executive Incentive Plan, as amended to date (incorporated herein by
reference to Appendix B to Registrant's Proxy Statement pursuant to Section 14(a) of
the Securities Exchange Act of 1934, dated August 22, 1996).
10.5 Copy of Management Continuity Agreement (incorporated herein by reference to Exhibit
4 to Registrant's Report on Form 8-K dated December 11, 1995).
10.6 Copy of Supplemental Retirement Plan, as amended to date (incorporated herein by
reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 29, 1994).
10.7 Copy of Executive Survivor Income Plan, as amended to date (incorporated herein by
reference to Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996).
10.8 Copy of Executive Health Plan, as amended to date (incorporated herein by reference
to Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the fiscal year ended
May 26, 1996).
10.9 Copy of Supplemental Savings Plan, as amended to date (incorporated herein by
reference to Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 29, 1994).
10.10 Copy of 1996 Compensation Plan for Non-Employee Directors (incorporated herein by
reference to Appendix C to Registrant's Proxy Statement pursuant to Section 14(a) of
the Securities Exchange Act of 1934, dated August 22, 1996).
10.11 Copy of General Mills, Inc. 1995 Salary Replacement Stock Option Plan (incorporated
herein by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 26, 1996).
10.12 Copy of Deferred Compensation Plan, as amended to date (incorporated herein by
reference to Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the fiscal
year ended May 28, 1995).
10.13 Copy of Supplemental Benefits Trust Agreement dated February 9, 1987, as amended and
restated as of September 26, 1988 (incorporated herein by reference to Exhibit 10.13
to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994).
10.14 Copy of Supplemental Benefits Trust Agreement dated September 26, 1988 (incorporated
herein by reference to Exhibit 10.14 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 29, 1994).
10.15 Copy of Agreements dated November 29, 1989 by and between General Mills, Inc. and
Nestle, S.A. (incorporated herein by reference to Exhibit 10.15 to Registrant's
Annual Report on Form 10-K for the fiscal year ended May 28, 1995).
10.16 Copy of Protocol and Addendum No. 1 to Protocol of Cereal Partners Worldwide
(incorporated herein by reference to Exhibit 10.16 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 26, 1996).
10.17 Copy of 1990 Salary Replacement Stock Option Plan, as amended to date (incorporated
herein by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for
the fiscal year ended May 29, 1994).
</TABLE>
II-10
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
10.18 Copy of Addendum No. 2 dated March 16, 1993 to Protocol of Cereal Partners Worldwide
(incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 30, 1993).
10.19 Copy of Agreement dated July 31, 1992 by and between General Mills, Inc. and
PepsiCo, Inc. (incorporated herein by reference to Exhibit 10.20 to Registrant's
Annual Report on Form 10-K for the fiscal year ended May 30, 1993).
10.20 Copy of Stock Option and Long-Term Incentive Plan of 1993, as amended to date
(incorporated herein by reference to Exhibit 10.21 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 29, 1994).
10.21 Copy of Standstill Agreement with CPC International, Inc. dated October 17, 1994
(incorporated herein by reference to Exhibit 10(a) to Registrant's Quarterly Report
on Form 10-Q for the period ended February 26, 1995).
10.22 Copy of Addendum No. 3 effective as of March 15, 1993 to Protocol of Cereal Partners
Worldwide (incorporated herein by reference to Exhibit 10(b) to Registrant's
Quarterly Report on Form 10-Q for the period ended February 26, 1995).
11 Statement of Computation of Earnings per Share (incorporated herein by reference to
Exhibit 11 of Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended August 25, 1996).
12 Statement of Ratio of Earnings to Fixed Charges (incorporated herein by reference to
Exhibit 12 of Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended August 25, 1996).
21 List of Subsidiaries of General Mills, Inc. (incorporated herein by reference to
Exhibit 21 to Registrant's Annual Report on Form 10-K for the fiscal year ended May
26, 1996).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
23.4 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.1).
23.5 Consent of Bryan Cave LLP (included in Exhibit 8.2).
23.6 Consent of Price Waterhouse LLP.
24.1 Power of Attorney.
24.2 Power of Attorney.
24.3 Power of Attorney.
24.4 Power of Attorney.
24.5 Power of Attorney.
24.6 Power of Attorney.
24.7 Power of Attorney.
24.8 Power of Attorney.
24.9 Power of Attorney.
24.10 Power of Attorney.
24.11 Power of Attorney.
24.12 Power of Attorney.
27 Financial Data Schedule (incorporated herein by reference to Exhibit 27 to
Registrant's Annual Report on Form 10-K for the fiscal year ended May 26, 1996).
</TABLE>
II-11
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of General Mills,
Inc. of our report dated October 30, 1996 which appears on page F-1 of the New
Ralcorp Holdings, Inc. amended Registration Statement on Form 10. We also
consent to the references to us under the headings "Experts" and "Selected
Historical Financial Information" in such Prospectus. However, it should be
noted that Price Waterhouse LLP has not prepared or certified such "Selected
Historical Financial Information."
/s/ Price Waterhouse LLP
Price Waterhouse LLP
St. Louis, Missouri
December 16, 1996
