================================================================================
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended May 26, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ........ to ..........
Commission File Number 1-1185
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0274440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Number One General Mills Boulevard
Minneapolis, MN 55426
(Mail: P.O. Box 1113) (Mail: 55440)
(Address of principal executive offices) (Zip Code
(612) 540-2311
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.10 par value New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g)of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by Reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the closing price of $55.125 per share as reported on the
New York Stock Exchange on August 1, 1996: $8,663.3 million.
Number of shares of Common Stock outstanding as of August 1, 1996:
157,157,501 (excluding 46,995,831 shares held in the treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement dated August 22, 1996
are incorporated by reference into Part III, and portions of
Registrant's 1996 Annual Report to Stockholders
are incorporated by reference into Parts I, II and IV.
- --------------------------------------------------------------------------------
================================================================================
<PAGE>
EXHIBIT 13
INDEPENDENT AUDITORS' REPORT
The Stockholders and the Board of Directors of
General Mills, Inc.:
We have audited the accompanying consolidated balance sheets of General Mills,
Inc. and subsidiaries as of May 26, 1996 and May 28, 1995, and the related
consolidated statements of earnings and cash flows for each of the fiscal years
in the three-year period ended May 26, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of General
Mills, Inc. and subsidiaries as of May 26, 1996 and May 28, 1995, and the
results of their operations and their cash flows for each of the fiscal years in
the three-year period ended May 26, 1996 in conformity with generally accepted
accounting principles.
As discussed in notes five, fourteen and sixteen, respectively, to the
consolidated financial statements, the Company adopted the provisions of the
Financial Accounting Standards Board's Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities, in fiscal 1995, and Statements No.
112, Employers' Accounting for Postemployment Benefits, and No. 109, Accounting
for Income Taxes, in fiscal 1994.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1996
<PAGE>
SIGNATURE
Pursuant to the requirements of Rule 12b-15 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf of the undersigned, thereunto duly authorized.
GENERAL MILLS, INC.
Dated: December 5, 1996
By: /s/ S. S. MARSHALL
S. S. Marshall
Senior Vice President,
General Counsel and Secretary
