Pricing Supplement No. 5 Filing under Rule 424(b)(3) with respect to
Dated November 4, 1998 Registration Statement No. 333-00745
CUSIP 37033LFB7
(To Prospectus dated February 23, 1996 and
Prospectus Supplement dated February 28, 1996)
$500,000,000
GENERAL MILLS, INC.
MEDIUM-TERM NOTES, SERIES E
Principal amount: $30,000,000
Interest Rate: 3 month libor minus 20 basis points,
reset and paid quarterly on an
actual/360 day basis.
Stated Maturity: November 4, 2078, subject to early
repayment at the option of the
holder, early redemption by the
Company, and the right of the
Company to accelerate maturity under
certain events. See "Additional
Terms - Repayment at the Option of
the Holder," "Additional Terms -
Redemption by the Company," and
"Additional Terms - Shortened
Maturity due to a Tax Event,"
Specified Currency: U.S. Dollars
Applicable Exchange Rate (if any): N/A
Issue price (as a percentage of
principal amount): 100%
Selling Agent's Commission (%): 1%
Agent's Fee: $300,000
Purchasing Agent's discount
or commission (%): N/A
Net proceeds to the Company: $29,700,000
Settlement date (original issue date): November 4, 1998
Redeemable by the Company on or after: See "Additional Terms - Redemption
by the Company"
Repayable at the Option of the
Holder on or after: See "Additional Terms - Repayment at
the Option of the Holder"
Additional Items: See "Additional Terms - Shortened
Maturity due to a Tax Event"
"N/A" as used herein means "Not Applicable." "A/S" as used herein means "as
stated in the Prospectus Supplement referred to above."
As of the date of this Pricing Supplement, the aggregate initial public
offering price (or its equivalent in other currencies) of the Debt Securities
(as defined in the Prospectus) which have been sold (including the Notes to
which this Pricing Supplement relates) is $320,475,000.
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ADDITIONAL TERMS
The Notes are described in the Prospectus and the Prospectus Supplement for
the Medium-Term Notes, Series E referred to above. Please see the Prospectus and
the Prospectus Supplement for a detailed summary of additional provisions of the
Notes. The description of the particular terms of the Notes set forth in this
Pricing Supplement supplements, and if it is inconsistent replaces, the
description of the terms and provisions of the "Debt Securities" in the
Prospectus and the "Notes" in the Prospectus Supplement. Capitalized terms used
but undefined in this Pricing Supplement shall have the meanings given such
terms in such Prospectus and Prospectus Supplement.
Repayment at the Option of the Holder:
If the Notes have not been redeemed by the Company, the each Holder has the
right to require the Company to repurchase any or all of the Notes of such
Holder on the following dates at a purchase price equal to the product of the
principal amount of the Notes multiplied by the Repayment Price plus accrued but
unpaid interest to but excluding the Repayment Date:
Repayment Date Repayment Price
November 4, 2008 99.00%
November 4, 2011 99.25%
November 4, 2014 99.50%
November 4, 2017 99.75%
November 4, 2020 100.00%
and on every third anniversary of November 4, 2020 at 100%.
For the Notes to be repaid the Company must receive at the applicable
address of the Paying Agent on or between the 30th and 60th days preceding the
Repayment Date, (i) the Note, with the "Option to Elect Repayment" form properly
completed, or (ii) a telegram, facsimile transmission, or letter from a member
of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of
America setting forth (a) the name, address and telephone number of the Holder
of the Note, (b) the principal amount of the Note and the amount of the Note to
be repaid, (c) a statement that the option to elect repayment is being exercised
thereby, and (d) a guarantee stating that the Note to be repaid with the form
entitled "Option to Elect Repayment" on the addendum to the Note duly completed
will be received by the Company not later than 5 Business Days after the date of
such telegram, facsimile transmission or letter (and such Note and form duly
completed are received by the Company by such fifth Business Day).
Redemption by the Company:
If the Notes have not been repaid at the option of the Holder, then the
Company has the right to redeem the Notes in whole but not in part, on any
Interest Payment Date between the following dates at the redemption price equal
to the product of the principal amount of the Note multiplied by the Redemption
Price plus accrued but unpaid interest to but excluding the Redemption Date:
Redemption Date Redemption Price
November 4, 2028 - August 4, 2031 105.0%
November 4, 2031 - August 4, 2034 103.5%
November 4, 2034 - August 4, 2037 102.0%
November 4, 2037 - August 4, 2038 100.5%
and on November 4, 2038 and any Interest Payment Date thereafter at 100% of the
principal amount.
Shortened Maturity Due to a Tax Event:
The Company intends to deduct interest paid on the Notes for United States
federal income tax purposes. However, there have been proposed tax law changes
over the past two years that, among other things, would have prohibited an
issuer from deducting interest payments on debt instruments with a maturity of
more than 40 years. While none of these proposals have become law, there can be
no assurance that similar legislation affecting the Company's ability to deduct
interest paid on the Notes will not be enacted in the future or that any such
legislation would not have a retroactive effective date. As a result, there can
be no assurance that a Tax Event (as defined below) will not occur.
Upon the occurrence of a Tax Event, the Company will have the right,
without the consent of the Holders of the Notes, to shorten the maturity of the
Notes to the minimum extent required, in the opinion of a nationally recognized
independent tax counsel, chosen by the Company, such that, after the shortening
of the maturity, interest paid on the Notes will be deductible for United States
federal income tax purposes, or if such counsel is unable to opine definitely as
to such a minimum period, the minimum extent so required in good faith by the
Treasurer or other senior financial officer of the Company, after receipt of an
opinion of such a counsel regarding the applicable legal standards. There can be
no assurances that the Company will not exercise its right to shorten the
maturity of the Notes upon the occurrence of such Tax Event or as to the period
by which such maturity would be shortened. In the event that the Company elects
to shorten the maturity of the Notes on the occurrence of a Tax Event, the
Company will mail a notice of the shortened maturity to each Holder of the Notes
by first-class mail not more than 60 days after the occurrences of such Tax
Event, stating the new maturity of the Notes. Such notice shall be effective
immediately upon mailing.
"Tax Event" means that the Company received an opinion of a nationally
recognized independent tax counsel, chosen by the Company, to the effect that,
as a result of (a) any amendment to, clarification of, or change (including any
announced prospective amendment, clarification or change) in any law, or
regulation thereunder, of the United States, (b) any judicial decision, official
administrative announcement, including any notice or announcement of intent to
adopt or promulgate any ruling, regulatory procedure or regulation (any of the
foregoing, an "Administrative or Judicial Action"), or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
such laws, regulations or Administrative or Judicial Actions that differs from
the previously generally accepted position, in each case, on or after the date
of issuance of the Notes, there is a more than insubstantial risk that interest
paid by the Company on the Notes is not, or will not be, deductible, in whole or
in part, by the Company for purposes of United States federal income tax.
Salomon Smith Barney has purchased the Notes as principal in this
transaction for resale to one or more investors or other purchasers at varying
prices related to prevailing market conditions at the time or times of resale as
determined by Salomon Smith Barney.
SALOMON SMITH BARNEY
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NORTH CAROLINA
The Commissioner of Insurance of the State of North Carolina has not
approved or disapproved this offering nor has the Commissioner passed upon the
accuracy or adequacy of this Prospectus.
