Registration No. 333-_________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0274440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Address of principal executive offices)
(612) 540-2311
(Registrant's telephone number)
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General Mills, Inc.
Deferred Compensation Plan
(Full title of the plan)
-------------------------
SIRI S. MARSHALL, Esq.
Senior Vice President and General Counsel
Number One General Mills Blvd.
P.O. Box 1113 (Zip: 55440)
Minneapolis, Minnesota 55426
(612) 540-3862
(Name, address and telephone number of agent for service)
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------ ------------------- ------------------ ---------------------- ----------------
Proposed Proposed maxi-
Amount maximum mum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share price (3) fee
- ------------------------------------------ ------------------- ------------------ ---------------------- ----------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (1) $7,000,000 100% $7,000,000 $2,121.21
Common Stock $.10 par value (2) 50,000 shares 100% $3,400,000 (4) $1,030.30
- ------------------------------------------ ------------------- ------------------ ---------------------- ----------------
<FN>
(1) Obligations under the Deferred Compensation Plan are unsecured obligations
of General Mills to pay deferred compensation in accordance with the terms
of the Plan.
(2) Dividends earned on common stock, receipt of which is deferred under the
Plan, can be reinvested in common stock.
(3) Estimated solely for the purpose of determining the registration fee.
(4) The proposed maximum offering price is based upon the average high and low
prices of the Company's common stock on the New York Stock Exchange on July
25, 1997.
</FN>
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Certain Documents.
The Company incorporates the following documents or information into
this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
May 26, 1996 filed with the Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934;
(b) all other reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since May 26,
1996;
(c) all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and before the completion of this
offering.
(d) the description of the Company's common stock ("Common Stock") from
the Company's Registration Statement on Form S-1 (File No. 2-49637), filed
December 26, 1973, as amended.
A statement contained in any incorporated document shall be modified or
superseded for the purposes of this Registration Statement if it is modified or
superseded by a document which is also incorporated in this Registration
Statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Under this Registration Statement, General Mills is registering 50,000
shares of General Mills Common Stock, described in Item 3(d) above, and issuable
under the General Mills, Inc. Deferred Compensation Plan (the "Plan"). The Plan
permits certain eligible employees of General Mills to make an advance election
to exercise stock options granted under various stock option plans of the
Company and defer delivery and receipt of the Common Stock to be issued upon the
stock option exercise to a date chosen by the Participant. Upon deferral, Stock
Units, equal in number to the number of shares of Common Stock receipt of which
is deferred, are credited to a Deferred Stock Account established for the
Participant. Until the distribution date, the Stock Units earn dividend
equivalents which the Participant may elect to receive currently or have
reinvested in additional Stock Units. On the distribution date, Common Stock is
distributed to the Participant in the full amount of the Stock Units including
any dividend reinvestment shares.
This Registration Statement also registers $7,000,000 of Deferred
Compensation Obligations ("Obligations") which are to be offered to certain
eligible employees of General Mills under the Plan. The Plan permits
Participants to defer cash incentive compensation into a Deferred Cash Account.
Participants must allocate amounts in their Deferred Cash Accounts among various
investment alternatives, which may include an account whose return approximates
the return on General Mills Common Stock. Each Deferred Cash Account balance is
adjusted to reflect the investment experience of the selected funds. In
addition, each year, the Company makes an allocation of hypothetical interest
equal to a percentage of the amount of the cash deferral.
Amounts credited to the Deferred Cash and Deferred Stock Accounts are
payable to the Participant on a date the Participant selects at the time of the
deferral but must be made or commenced by the time the Participant reaches age
70. Distributions may be made singly or in installments and may be accelerated
if the Participant terminates employment with the Company. Under certain
circumstances and subject to certain penalties, Participants may accelerate or
postpone distribution out of Deferred Cash and Deferred Stock Accounts or select
an alternate form of distribution.
The Company has established a trust to hold assets of the Company as a
reserve for the discharge of certain obligations under the Plan. If there is a
Change of Control, the Company is required to contribute to the trust the amount
needed to fully fund all cash payments under the Plan. All rights under the
Trust and under the Plan are unsecured contractual claims against the Company.
Rights in the Plan, including the right to receive distributions under
the Plan, cannot be alienated, sold, assigned, pledged or encumbered except by a
designation of beneficiary under the Plan or to the personal representative,
executor or administrator of the Participant's estate.
Item 5. Interests of Named Experts and Counsel.
Siri S. Marshall, Senior Vice President and General Counsel of the
Company, has given her opinion about certain legal matters affecting the
Obligations registered under this Registration. As of June 30, 1997, Ms.
Marshall owned 19,792 shares and options to purchase 122,246 shares of Common
Stock of the Company and is eligible for participation in the Plan.
This Registration Statement incorporates the consolidated financial
statements and related financial statement schedule of General Mills, Inc. and
its consolidated subsidiaries as of May 26, 1996 and May 28, 1995, and for each
of the years in the three-year period ended May 26, 1996. The Company relies on
the reports and the expertise of KPMG Peat Marwick LLP, independent certified
public accountants, in incorporating these financial statements.
Item 6. Indemnification of Directors and Officers.
Under the Company's By-laws each director or officer of the Company has
a right to be indemnified by the Company to the full extent allowed by Section
145 of the General Corporation Law of Delaware.
Under Delaware law, if a person is successful on the merits in defense
of a suit or proceeding brought because he or she is a director or officer of
the Company, such person shall be indemnified against expenses (including
attorneys' fees) reasonably incurred because of such action.
If unsuccessful in defense of a third-party civil suit or a criminal
suit, or if such a suit is settled, such a person shall be indemnified under
Delaware law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if the person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action, had no
reasonable cause to believe the conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if the person acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company except that if such a person is found liable in such a suit for
negligence or misconduct in the performance of the person's duty to the Company,
such person cannot be made whole even for expenses unless the court determines
that the person is fairly and reasonably entitled to indemnity for such
expenses.
The Company carries liability insurance policies covering certain claims
against the Company and/or its officers and directors. The Company also carries
insurance for claims under the Employee Retirement Income Security Act of 1974
against a director or officer based on an alleged breach of fiduciary duty or
other wrongful act.
The Securities and Exchange Commission has taken the position that
insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted by a company to its directors and officers, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Counsel re Legality (Consent of Counsel included
therein)
10 General Mills, Inc. Deferred Compensation Plan
23 Consent of KPMG Peat Marwick LLP (Consent of Counsel included
in Exhibit 5)
24 Powers of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 hereof, or otherwise,
(but that term shall not include the insurance policies referred to in Item 6)
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Golden Valley (Minneapolis), State of Minnesota, on
the 29th day of July, 1997.
GENERAL MILLS, INC. )
)
)
By Stephen W. Sanger ) /s/ Siri S. Marshall
--------------------------- ) ----------------------
Chairman of the Board and ) Siri S. Marshall
Chief Executive Officer ) Attorney-in-fact
POWER OF ATTORNEY
I appoint L.M. Frecon, S.S. Marshall and K.L. Thome, together and
separately, to be my attorneys-in-fact. This means they may, in my place:
- sign this Registration Statement on Form S-8 covering the General Mills,
Inc. Deferred Compensation Plan;
- file Form S-8 (with exhibits and related documents);
- perform the acts that need to be done concerning these filings; and
- name others to take their place.
I am responsible for everything my attorneys-in-fact do when acting
lawfully within the scope of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title )
)
Stephen W. Sanger Chairman of the Board )
and Chief Executive Officer )
Richard M. Bressler Director )
L. D. DeSimone Director )
Charles W. Gaillard Director, )
President )
Judith Richards Hope Director ) /s/ Siri S. Marshall
) ---------------------
Kenneth A. Macke Director ) Siri S. Marshall
George Putnam Director ) Attorney-in-fact
Michael D. Rose Director ) July 29, 1997
Dorothy A. Terrell Director )
Raymond G. Viault Director, )
Vice Chairman )
C. Angus Wurtele Director )
/s/ Kenneth L. Thome Senior Vice President, July 29, 1997
- ------------------------
Kenneth L. Thome Financial Operations
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Counsel re Legality (Consent of Counsel
included therein)
10 General Mills, Inc. Deferred Compensation Plan
23 Consent of KPMG Peat Marwick LLP (Consent of Counsel
included in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
July 29, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549-1004
Re: General Mills, Inc. Registration Statement on Form S-8
To the Commission:
I am Senior Vice President and General Counsel of General Mills, Inc.
(the "Company"), and I am fully familiar with its business and affairs. I have
acted as counsel to the Company in connection with the filing under the
Securities Act of 1933 of the Registration Statement on Form S-8 relating to the
General Mills, Inc. Deferred Compensation Plan (the "Plan") and the issuance
under the Plan of General Mills common stock ("Common Stock"), and deferred
compensation obligations (the "Obligations") which represent the Obligations of
the Company to pay deferred compensation in the future in accordance with the
Plan. In such capacity, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments relating to such securities as I have deemed necessary or
appropriate in connection with this opinion, including the following: (a) the
Certificate of Incorporation of the Company as presently in effect; (b) the
By-Laws of the Company; (c) the records of corporate proceedings of the
stockholders and Board of Directors of the Company relating to the authorization
and issuance of its stock; and (d) the Plan.
Based on the foregoing, I am of the opinion that:
1. The shares of Common Stock of the Company covered by this Registration
Statement, when issued in accordance with the proper corporate
authorizations, will be legally issued, fully paid and non-assessable;
2. When issued by the Company in the manner provided in the Plan, the
Obligations will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms,
subject, as to enforcement to (i) bankruptcy, insolvency,
reorganization, arrangement or other laws of general applicability
relating to or affecting creditors' rights, and (ii) general
principles of equity, whether such enforcement is considered in a
proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the reference to me under the caption "Interests of
Named Experts and Counsel" contained in the Registration Statement.
Very truly yours,
/s/ Siri S. Marshall
Siri S. Marshall
Senior Vice President
General Counsel
EXHIBIT 10
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended Through November 7, 1996
<PAGE>
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of its key management
employees of the Company and its affiliates as a means of sheltering a
portion of income from current taxation while accumulating resources for
future investments or retirement. Under the Plan, Participants may defer
both cash incentive compensation and delivery and receipt of common
stock issued under the Company's stock option plans. As to deferred
cash, Participants shall earn a "rate of return" on the deferred amounts
which track the investment return achieved under the Voluntary
Investment Plan of General Mills, Inc. (the "VIP") and/or rates
equivalent to investment results of other funds or portfolios as may be
made available from time to time pursuant to the provisions of the Plan.
As to stock options, Participants may defer receipt of the net shares of
General Mills, Inc. common stock ("Common Stock") resulting from a
Participant's stock-for-stock option exercise and dividend equivalents
on the net shares. Under current tax law, amounts properly deferred and
the "rate of return" or earnings credited to such amounts are not
taxable (except for FICA taxation, as required) as income until they are
distributed to the Participants. Under current tax law, distributions
from this Plan will be taxed as ordinary income in the year in which
they are received.
2. ELIGIBILITY
An individual is a Participant in the Plan if such individual (i) is a
Participant in the Executive Incentive Plan, (ii) has been selected by
management to participate in "Compensation Plus," or (iii) has an
individual agreement, approved by the Minor Amendment Committee, which
provides for participation in this Plan and has elected to defer
compensation or receipt of Common Stock pursuant to the provisions of
any of these programs or the agreement. Former employees of the Company
who have retired from the Company may also participate if they would
have been eligible to participate at the time they retired from the
Company.
3. PLAN ADMINISTRATION
(i) Minor Amendment Committee. Except as provided below, this Plan shall
be administered by the Minor Amendment Committee (the "Minor Amendment
Committee"). The Minor Amendment Committee shall act by affirmative
vote of a majority of its members at a meeting or in writing without a
meeting. The MinorAmendment Committee shall appoint a secretary who
may be but need not be one of its own members. The secretary shall
keep complete records of the administration of the Plan. The Minor
Amendment Committee may authorize each and any one of its members to
perform routine acts and to sign documents on its behalf. To the
extent necessary to maintain any exemption under Rule 16b-3 or any
successor rule ("Rule 16b-3") under the Securities Exchange Act of
1934 as to certain officers of the Company, certain portions of this
Plan shall be administered by the Compensation Committee.
(ii) Plan Administration. The Minor Amendment Committee may appoint such
persons or establish such subcommittees, employ such attorneys,
agents, accountants or investment advisors necessary or desirable to
advise or assist it in the performance of its duties hereunder, and
the Minor Amendment Committee may rely upon their respective written
opinions or certifications.
Administration of the Plan shall consist of interpreting and carrying
out the provisions of the Plan. The Minor Amendment Committee shall
determine the eligibility of employees to participate in the Plan,
their rights while Participants in the Plan and the nature and amount
of benefits to be received therefrom. The Minor Amendment Committee
shall decide any disputes which may arise under the Plan. The Minor
Amendment Committee may provide rules and regulations for the
administration of the Plan consistent with its terms and provisions.
Any construction or interpretation of the Plan and any determination
of fact in administering the Plan made in good faith by the Minor
Amendment Committee shall be final and conclusive for all Plan
purposes.
(iii) Claims Procedure.
(a) The Minor Amendment Committee shall prescribe a form for the
presentation of claims under the terms of the Plan.
(b) Upon presentation to the Minor Amendment Committee of a claim on
the prescribed form, the Minor Amendment Committee shall make a
determination of the validity thereof. If the determination is
adverse to the claimant, the Minor Amendment Committee shall
furnish to the claimant within a reasonable period of time after
the receipt of the claim a written notice setting forth the
following:
(1) The specific reason or reasons for the denial;
(2) Specific reference to pertinent provisions of the Plan on
which the denial is based;
(3) A description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is
necessary; and
(4) An explanation of the Plan's claim review procedure.
(c) In the event of a denial of a claim, the claimant may appeal such
denial to the Minor Amendment Committee for a full and fair
review of the adverse determination. The claimant's request for
review must be in writing and be made to the Minor Amendment
Committee within 60 days after receipt by the claimant of the
written notification required under subsection (b) above. The
claimant or his or her duly authorized representative may submit
issues and comments in writing which shall be given full
consideration by the Minor Amendment Committee in its review.
(d) The Minor Amendment Committee may, in its sole discretion,
conduct a hearing. A request for a hearing will be given full
consideration. At such hearing, the claimant shall be entitled to
appear and present evidence and be represented by counsel.
(e) A decision on a request for review shall be made by the Minor
Amendment Committee not later than 60 days after receipt of the
request; provided, however, in the event of a hearing or other
special circumstances, such decision shall be made not later than
120 days after receipt of such request.
(f) The Minor Amendment Committee's decision on review shall state in
writing the specific reasons and references to the Plan
provisions on which it is based. Such decision shall be
immediately provided to the claimant. In the event the claimant
disagrees with the findings of the Minor Amendment Committee, the
matter shall be referred to arbitration in accordance with
Section 14 hereof.
(g) The Minor Amendment Committee may allocate its responsibilities
among its several members, except that all matters involving the
hearing of and decision on claims and the review of the
determination of benefits shall be made by the full Minor
Amendment Committee. No member of the Minor Amendment Committee
shall participate in any matter relating solely to himself.
4. DEFERRAL AND PAYMENT OF COMPENSATION
(i) Cash Deferral Election. A Participant can elect to defer cash
incentive compensation by completing and submitting to the
Company a cash deferral election form by December 31 of each
year. Such election shall apply to the Participant's cash
incentive compensation, if any, to be paid in the next calendar
year. A Participant's cash deferral election may apply to:
(a) 100% of the cash incentive compensation,
(b) any amount in excess of a specified dollar amount,
(c) any amount up to a specified dollar amount, or
(d) a specified percentage (in whole numbers) of the cash
incentive compensation.
(ii) Stock Option Gain Deferral Election. A Participant can elect to
defer receipt of Net Shares (defined below) of Common Stock
resulting from a stock-for-stock exercise of an exercisable stock
option issued to the Participant by completing and submitting to
the Company an irrevocable stock option deferral election at
least six months in advance of exercising the stock option (which
exercise must be done on or prior to the expiration of the stock
option) and, on or prior to the exercise date, delivering
personally-owned shares equal in value to the option exercise
price on the date of the exercise. At the time of the deferral
election, the Participant can also choose to use some of the
shares subject to the stock option to satisfy any FICA, Medicare
or any other taxes due upon the stock option exercise. "Net
Shares" means the difference between the number of shares of
Common Stock subject to the stock option exercise and the number
of shares of Common Stock delivered to satisfy the stock option
exercise price less any shares used to satisfy FICA, Medicare or
any other taxes due upon the stock option exercise. A Participant
may not revoke a stock option gain deferral election after it is
received by the Company. A Participant may choose to defer
receipt of all or only a portion of the Net Shares to be received
upon exercise of a stock option. If only a portion of the Net
Shares is deferred, the balance will be issued at the time of
exercise.
(iii) Distribution of Deferred Cash and Common Stock. At the time of a
Participant's deferral election, a Participant must also select a
distribution date and a form of distribution. The distribution
date may be any date that is at least one year subsequent to
either the date the compensation would otherwise be payable or
the exercise date for the related stock option, as the case may
be. The deferral election must provide that distribution shall be
made or commenced as of the date the Participant attains age 70.
A Participant may elect to have deferred cash amounts paid or
Common Stock distributed, as the case may be, in a single payment
or in substantially equal annual installments for a period not to
exceed ten (10) years, or up to fifteen (15) years for elections
made until December 31, 1985, or in another form requested by the
Participant, in writing, and approved by the Minor Amendment
Committee. Common Stock issuable under a single stock option
grant shall have the same distribution date and form of
distribution. Notwithstanding the above, the following provisions
shall apply:
(a) If the employment of a Participant terminates prior to the
date of any incentive compensation award, then any cash
deferral election made with respect to such incentive
compensation award shall not become effective.
(b) If a stock option, as to which a Participant has made a
stock option gain deferral election, terminates prior to the
exercise date selected by the Participant, or if the
Participant dies or fails to deliver personally-owned shares
in payment of the exercise price, then the deferral election
shall not become effective.
(c) In the event of the termination of a Participant other than
by retirement, the Minor Amendment Committee may, with sole
and complete discretion, if it determines that such
distribution is in the best interest of the Company, require
that distribution of all cash and Stock Units (as defined in
Section 8(i) below) allocated to a Participant's Deferred
Cash Accounts or Deferred Stock Unit Accounts (as defined in
Section 8(i) below) be accelerated and distributed as of the
first business day of the calendar year next following the
date of termination.
(d) As to all previous and future Plan years, a Participant who
(A) has elected a distribution date and distribution in
either a single distribution or substantially equal
installments and (B) is not within twelve (12) months of the
date that such deferred amount, deferred Common Stock or the
first installment thereof would be distributed under this
Plan, shall be permitted to make no more than two amendments
to the initial election to defer distributions such that his
or her distribution date is either in the same calendar year
as the date of the distribution which would have been made
in the absence of such election amendment(s) or is at least
one year after the date of the distribution which would have
been made in the absence of such election amendment(s). A
Participant satisfying the conditions set forth in the
preceding sentence may also amend such election so that his
or her form of distribution is changed to substantially
equal annual installments for a period not to exceed ten
(10) years or is changed to a single distribution.
(e) A Participant may, at any time prior or subsequent to the
commencement of cash benefit payments under this Plan, elect
in writing to have his or her form of payment of any or all
amounts due under this Plan changed to an immediate lump-sum
distribution which shall be paid within one (1) business day
of receipt by the Company of such request; provided that the
amount of any such lump-sum distribution shall be reduced by
an amount equal to the product of (X) the total lump-sum
distribution otherwise payable (based on the value of the
account as of the first day of the month in which the
lump-sum amount is paid, adjusted by a pro-rata portion of
the rate of return for the prior month in which the lump-sum
is paid, determined by multiplying the actual rate of return
for such prior month by a fraction, the numerator of which
is the number of days in the month in which the request is
received prior to the date of payment, and the denominator
of which is the number of days in the month), and (Y) the
rate set forth in Statistical Release H.15(519), or any
successor publication, as published by the Board of
Governors of the Federal Reserve System for one-year U.S.
Treasury notes under the heading "Treasury Constant
Maturities" for the first day of the calendar month in which
the request for a lump-sum distribution is received by the
Company.
(f) A Participant may, at any time prior or subsequent to the
commencement of distribution of Common Stock under this
Plan, elect to have his or her form of distribution of any
or all distributions of Common Stock to be made under this
Plan changed to an immediate single distribution which shall
be made within three (3) days of receipt by the Company of
such request; provided, that the number of shares of Common
Stock to be distributed in the single distribution shall be
reduced by the number of shares equal in value to the
product of (X) the number of Stock Units allocated to the
Participant's Deferred Stock Unit Account, (Y) the mean of
the high and low price of the shares of Common Stock on the
New York Stock Exchange on the date of the request, and (Z)
the rate set forth in Statistical Release H.15(519), or any
successor publication as published by the Board of Governors
of the Federal Reserve System for one-year U.S. Treasury
notes under the heading "Treasury Constant Maturities" for
the first day of the calendar month in which the request for
a single Common Stock distribution is received by the
Company. Only whole numbers of shares will be issued, with
any fractional share amounts and dividend equivalents not
used to "purchase" additional Stock Units paid in cash.
(g) At the time elected by the Participant for distribution of
Common Stock attributable to allocations under the
Participant's Deferred Stock Unit Accounts, the Company
shall issue to the Participant, within three (3) days of the
date of distribution, shares of Common Stock equal to the
number of Stock Units credited to the Deferred Stock Unit
Account and cash equal to any dividend equivalent amounts
which had not been used to "purchase" additional Stock Units
as provided below. Prior to distribution and pursuant to any
rules the Committee may adopt, a Participant may authorize
the Company to withhold a portion of the shares of Common
Stock to be distributed for the payment of all federal,
state, local and foreign withholding taxes required to be
collected in respect of the distribution.
(iv) Rabbi Trust. The Company has established a Supplemental Benefits Trust
with Norwest Bank Minneapolis, N.A. as Trustee to hold assets of the
Company under certain circumstances as a reserve for the discharge of
the Company's obligations as to deferred cash incentive compensation
under the Plan and certain other plans of deferred compensation of the
Company. In the event of a "Change in Control" (as defined in Section
12 below), the Company shall be obligated to immediately contribute
such amounts to the Trust as may be necessary to fully fund all cash
benefits payable under the Plan. Any Participant in the Plan shall
have the right to demand and secure specific performance of this
provision. All assets held in the Trust remain subject only to the
claims of the Company's general creditors whose claims against the
Company are not satisfied because of the Company's bankruptcy or
insolvency (as those terms are defined in the Trust Agreement). No
Participant has any preferred claim on, or beneficial ownership
interest in, any assets of the Trust before the assets are paid to the
Participant and all rights created under the Trust, as under the Plan,
are unsecured contractual claims of the Participant against the
Company.
(v) Common Stock Distribution. In the event of a Change of Control, shares
of Common Stock and cash attributable to Stock Units and dividend
equivalents credited to each Participant's Deferred Stock Unit Account
shall be immediately distributed to the Participant.
5. DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED
ACCOUNTS
A deferred cash incentive compensation account ("Deferred Cash Account")
will be established on behalf of each Participant electing to defer cash
incentive compensation under Section 4(i) above, and the amount of
deferred cash incentive compensation will be credited to each
Participant's Deferred Cash Account as of the first of the month
coincident with or next following the month in which a deferral becomes
effective. Each Participant's Deferred Cash Account will be credited
monthly with a "rate of return" on the total deferred cash amount
accruing as of the first of the month coincident with or next following
the date deferred incentive compensation is credited to the
Participant's Deferred Cash Account. Such "rate of return" shall be
based upon the actual investment performance of funds in the VIP, or at
such other rates as may be made available to Participants from time to
time pursuant to the provisions of the Plan. A Participant may elect to
have the "rate of return" credited to his or her Deferred Cash Account
at any of the following rates:
(a) the rate of return as from time to time earned by the Fixed
Income Fund of the VIP;
(b) the rate of return as from time to time earned by the Equity
Fund of the VIP; or
(c) any other rates of return of other funds or portfolios
established under a qualified benefit plan maintained by the
Company which the Minor Amendment Committee may establish as
an available rate of return under this Plan.
Participants may elect to have any combination of the above "rates of
return" accrue on amounts in their Deferred Cash Account, from 1% to
100%, provided that the sum of the percentages attributable to such
rates equals 100%. A Participant may change the "rate(s) of return" to
be credited to his or her Deferred Cash Account, except as to a Unit
Performance Fund, as of the first day of any month by notifying the
Company, in writing, of such election by the last business day of the
preceding month.
Each Participant's Deferred Cash Account will be credited monthly with
the "rate(s) of return" elected by the Participant until the amount in
each Participant's Deferred Cash Account is distributed to the
Participant on the distribution date(s) elected by the Participant. Each
Participant shall receive a periodic statement of the balance of his or
her Deferred Cash Account.
6. COMPANY CONTRIBUTIONS TO DEFERRED CASH ACCOUNTS
As of the first of the month coincident with or next following the month
in which a deferral is made hereunder, each Participant's Deferred Cash
Account will be credited with hypothetical interest in an amount equal
to 2 1/2% of the Participant's deferred cash incentive compensation, or
such amount as will otherwise equal the value of the "Base Allocation"
(as that term is defined in the VIP) which would have been allocated to
the Participant if the Participant had contributed such deferred cash
incentive compensation amount to the VIP. In addition, as soon as
practicable following the end of each fiscal year, each Participant's
Deferred Cash Account may be credited with hypothetical interest in an
amount not to exceed 2 1/2% of the Participant's deferred cash incentive
compensation, or such amount as will otherwise equal the value of the
"Variable Allocation" (as that term is defined in the VIP) which would
have been allocated to the Participant if the Participant had
contributed such deferred cash incentive compensation amount to the VIP.
7. SHORT-TERM DEFERRALS
Notwithstanding the foregoing provisions of the Plan, the Company may
also permit Participants to elect to defer all or part of cash incentive
compensation, if any, to a date certain selected by the Company within
the taxable year it would otherwise be paid, upon written notice to the
Company received by December 31 of the preceding calendar year. Interest
shall be credited on such deferred cash amount at a rate selected by the
Company and communicated to the Participants at the same time the
availability of any such short-term deferral opportunity is communicated
to Participants.
8. DEFERRED STOCK UNIT ACCOUNTS AND DIVIDEND EQUIVALENTS
(i) A deferred stock unit account ("Deferred Stock Unit Account") will be
established for each stock option grant covered by a Participant
election to defer the receipt of Common Stock under Section 4(ii)
above and, for each Net Share deferred, a Stock Unit ("Stock Unit")
will be credited to the Deferred Stock Unit Account as of the date of
the stock option exercise. Participants may make elections, which
shall become effective six months after they are made, either to
receive dividend equivalent cash amounts on Stock Units currently or
to have the amounts reinvested. If the amounts are reinvested, on each
dividend payment date for the Company's Common Stock, the Company will
credit each Deferred Stock Unit Account with an amount equal to the
dividends paid by the Company on the number of shares of Common Stock
equal to the number of Stock Units in the Deferred Stock Unit Account.
Dividend equivalent amounts credited to each Deferred Stock Unit
Account shall be used to "purchase" additional Stock Units for the
Deferred Stock Unit Account at a price equal to the mean of the high
and low price of the Common Stock on the New York Stock Exchange on
the dividend date. No fractional Stock Units will be credited. The
Minor Amendment Committee may, in its sole discretion, direct either
that all dividend equivalent amounts be paid currently or all such
amounts be reinvested if, for any reason, such Committee believes it
is in the best interest of the Company to do so. If the Participant
fails to make an election, the dividend equivalent amounts shall be
reinvested. Each Participant will receive a periodic statement of the
number of Stock Units in his or her Deferred Stock Unit Account(s).
(ii) The Plan governs the deferral of receipt of Common Stock issuable upon
the exercise of stock options of the Company. The stock options are
governed by the stock option plan under which they are granted. No
stock options or shares of Common Stock are authorized to be issued
under the Plan. Participants who elect under the Plan to defer the
receipt of Common Stock issuable upon the exercise of stock options
will have no rights as stockholders of the Company with respect to
allocations made to their Deferred Stock Unit Account(s), except the
right to receive dividend equivalent allocations under Section 8(i)
above.
(iii)In the event that the Compensation Committee determines that any
dividend or other distribution (whether in the form of cash, Common
Stock, securities of a subsidiary of the Company, other securities or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other
similar corporate transaction or event affects the Common Stock such
that an adjustment to the Participants' allocations to their Deferred
Stock Unit Account(s) is appropriate to prevent reduction or
enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the Compensation Committee may, in its
sole discretion and in such manner as it may deem equitable, adjust
the Stock Units allocated to Participants' Deferred Stock Unit
Account(s).
9. FINANCIAL HARDSHIP PAYMENTS
In the event of a severe financial hardship occasioned by an emergency,
including, but not limited to, illness, disability or personal injury
sustained by the Participant or a member of the Participant's immediate
family, a Participant may apply to receive a distribution, including a
distribution of Common Stock related to allocations of Stock Units under
Deferred Stock Unit Account(s), earlier than initially elected. Subject
to Section 3(i), the Minor Amendment Committee may, in its sole
discretion, either approve or deny the request. The determination made
by the Minor Amendment Committee will be final and binding on all
parties. If the request is granted, the distributions will be
accelerated only to the extent reasonably necessary to alleviate the
financial hardship.
10. DEATH OF A PARTICIPANT
If the death of a Participant occurs before a full distribution of the
Participant's Deferred Cash Account(s) or Deferred Stock Unit Account(s)
is made, a single distribution shall be made to the beneficiary
designated by the Participant to receive such amounts. This distribution
shall be made as soon as practical following notification that death has
occurred. In the absence of any such designation, the distribution shall
be made to the personal representative, executor or administrator of the
Participant's estate.
11. IMPACT ON OTHER BENEFIT PLANS
The Company may maintain life, disability, retirement and/or savings
plans under which benefits earned or payable are related to earnings of
a Participant.
Life and disability plan benefits will generally be based upon the
earnings that a Participant would have earned in a given calendar year
in the absence of any deferral hereunder.
Retirement benefits under a qualified pension plan maintained by the
Company or an affiliate will be based upon earnings actually paid to a
Participant during any given Plan year. If a person terminates
employment with a right to a vested benefit under a qualified plan
maintained by the Company or an affiliate, and if the actual income for
pension purposes was reduced because of a cash deferral under this Plan,
the Company will provide a supplemental pension equal to the difference
between the actual benefit payable from the pension plan and the benefit
that such Participant would have been received had income not been
deferred. If such a supplemental benefit is due, such benefit would be
subject to all of the provisions and in accordance with the terms and
conditions of the Supplemental Retirement Plan of General Mills, Inc.
This supplemental retirement benefit will not apply to Participants who
terminate before becoming vested under the qualified pension plan.
12. NON-ASSIGNABILITY OF INTERESTS
The interests herein and the right to receive distributions under this
Plan may not be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered, or subjected to any charge or legal process, and if
any attempt is made to do so, or a Participant becomes bankrupt, the
interests of the Participant under the Plan may be terminated by the
Minor Amendment Committee, which, in its sole discretion, may cause the
same to be held or applied for the benefit of one or more of the
dependents of such Participant or make any other disposition of such
interests that it deems appropriate. Notwithstanding the foregoing, in
the event a Participant has received an overpayment from the
Supplemental Retirement Plan of General Mills, Inc. and has failed to
repay such amounts upon written demand of the Company, the Company shall
be authorized and empowered, at the discretion of the Company, to deduct
such amount from the Participant's Deferred Cash Account(s).
13. AMENDMENTS TO PLAN
The Company, or if specifically delegated, its delegate, reserves the
right to suspend, amend or otherwise modify or terminate this Plan at
any time, without notice. However, this Plan may not be suspended,
amended, otherwise modified, or terminated after a Change in Control
without the written consent of a majority of Participants determined as
of the day before such Change in Control occurs. A "Change of Control"
means:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of voting securities of the
Company where such acquisition causes such Person to own 20% or
more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not be deemed to
result in a Change of Control: (i) any acquisition directly from
the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction that complies with clauses
(i), (ii) and (iii) of subsection (c) below; and provided,
further, that if any Person's beneficial ownership of the
Outstanding Company Voting Securities reaches or exceeds 20% as a
result of a transaction described in clause (i) or (ii) above,
and such Person subsequently acquires beneficial ownership of
additional voting securities of the Company, such subsequent
acquisition shall be treated as an acquisition that causes such
Person to own 20% or more of the Outstanding Company Voting
Securities; or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
(c) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company ("Business Combination") or, if consummation of such
Business Combination is subject, at the time of such approval by
shareholders, to the consent of any government or governmental
agency, the obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a Business
Combination pursuant to which (i) all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation that as a result of such transaction
owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business combination of the Outstanding
Company Voting Securities, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for
such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
Notwithstanding any other provision of this Plan to the contrary and
except as provided in Section 3(i), the Minor Amendment Committee may,
in its sole discretion, direct that distributions be made before such
distributions are otherwise due to be made if, for any reason
(including, but not limited to a change in the tax or revenue laws of
the United States of America, a published ruling or similar announcement
issued by the Internal Revenue Service, a regulation issued by the
Secretary of the Treasury or his delegate, or a decision by a court of
competent jurisdiction involving a Participant or beneficiary), such
Committee believes that Participants or their beneficiaries have
recognized or will recognize income for federal income tax purposes with
respect to distributions that are or will be distributed to such
Participants under the Plan before such distributions are scheduled to
be paid. In making this determination, the Minor Amendment Committee
shall take into account the hardship that would be imposed on
Participants or their beneficiaries by the payment of federal income
taxes under such circumstances.
14. ARBITRATION
(i) Any controversy or claim arising out of or relating to this Plan, or
any alleged breach of the terms or conditions contained herein, shall
be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "AAA")
as such rules may be modified herein.
(ii) An award rendered in connection with an arbitration pursuant to this
Section shall be final and binding and judgment upon such an award may
be entered and enforced in any court of competent jurisdiction.
(iii)The forum for arbitration under this Plan shall be Minneapolis,
Minnesota and the governing law for such arbitration shall be laws of
the State of Minnesota.
(iv) Arbitration under this Section shall be conducted by a single
arbitrator selected jointly by the Company and the Participant or
Beneficiary, as applicable (the "Complainant"). If within thirty (30)
days after a demand for arbitration is made, the Company and the
Complainant are unable to agree on a single arbitrator, three
arbitrators shall be appointed. Each party shall select one arbitrator
and those two arbitrators shall then select a third neutral arbitrator
within thirty (30) days after their appointment. In connection with
the selection of the third arbitrator, consideration shall be given to
familiarity with executive compensation plans and experience in
dispute resolution between parties, as a judge or otherwise. If the
arbitrators selected by the parties cannot agree on the third
arbitrator, they shall discuss the qualifications of such third
arbitrator with the AAA prior to selection of such arbitrator, which
selection shall be in accordance with the Commercial Arbitration Rules
of the AAA.
(v) If an arbitrator cannot continue to serve, a successor to an
arbitrator selected by a party shall be also selected by the same
party, and a successor to a neutral arbitrator shall be selected as
specified in subsection (d) of this Section. A full rehearing will be
held only if the neutral arbitrator is unable to continue to serve or
if the remaining arbitrators unanimously agree that such a rehearing
is appropriate.
(vi) The arbitrator or arbitrators shall be guided, but not bound, by the
Federal Rules of Evidence and by the procedural rules, including
discovery provisions, of the Federal Rules of Civil Procedure. Any
discovery shall be limited to information directly relevant to the
controversy or claim in arbitration.
(vii)The parties shall each be responsible for their own costs and
expenses, except for the fees and expenses of the arbitrators, which
shall be shared equally by the Company and the Complainant.
15. EFFECTIVE DATE AND PLAN YEAR
This Plan became effective as of May 1, 1984. It shall operate on a
calendar year basis thereafter. The Plan has been amended and restated
effective as of January 1, 1986; and amended as of February 9, 1987;
July 1, 1987; June 21, 1990; April 29, 1991; May 1, 1991; November 15,
1991; December 15, 1992, December 1, 1994, January 1, 1995, June 3, 1996
and November 7, 1996.
EXHIBIT 23
AUDITORS' CONSENT
The Board of Directors
General Mills, Inc.:
We consent to the incorporation by reference in this Registration Statement of
our reports dated June 26, 1996 included or incorporated by reference in the
Company's Form 10-K for the year ended May 26, 1996, and to the reference to our
firm under the heading "Interests of Named Experts and Counsel" in the
Registration Statement on Form S-8.
Our report covering the basic consolidated financial statements refers to
changes in the method of accounting for investments in debt and equity
securities in fiscal 1995 and postemployment benefits and income taxes in fiscal
1994.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
July 29, 1997
EXHIBIT 24
POWER OF ATTORNEY
I appoint L.M. Frecon, S.S. Marshall and K.L. Thome, together and separately, to
be my attorneys-in-fact. This means they may, in my place:
- sign this Registration Statement on Form S-8 covering the General Mills,
Inc. Deferred Compensation Plan;
- file Form S-8 (with exhibits and related documents)
- perform the acts that need to be done concerning these filings; and
- name others to take their place.
I am responsible for everything my attorneys-in-fact do when acting lawfully
within the scope of this Power of Attorney.
/s/ R.M. Bressler
Richard M. Bressler
Dated: June 23, 1997
/s/ L. DeSimone
L. D. DeSimone
Dated: June 23, 1997
/s/ W.T. Esrey
William T. Esrey
Dated: June 23, 1997
/s/ C.W. Gaillard
Charles W. Gaillard
Dated: June 23, 1997
/s/ Judith Richards Hope
Judith Richards Hope
Dated: June 23, 1997
/s/ Kenneth Macke
Kenneth A. Macke
Dated: June 23, 1997
/s/ M.D. Rose
Michael D. Rose
Dated: June 23, 1997
/s/ S.W. Sanger
Stephen W. Sanger
Dated: June 23, 1997
/s/ Dorothy A. Terrell
Dorothy A. Terrell
Dated: June 23, 1997
/s/ R.G. Viault
Raymond G. Viault
Dated: June 23, 1997
/s/ C. Angus Wurtele
C. Angus Wurtele
Dated: June 23, 1997
