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.
1998 Employee Stock Plan
(Full title of the plan)
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SIRI S. MARSHALL, Esq.
Senior Vice President, General Counsel and Secretary
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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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 fee
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<S> <C> <C> <C> <C>
Common Stock $.10 par value.... 3,000,000 $70.4062 $211,218,600* $62,309.49
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<FN>
*This amount is estimated only to determine the amount of the registration fee.
The actual aggregate offering price could be higher or lower. The proposed
maximum offering price is based upon the average of the high and low prices of
the Company's Common Stock as reported on the New York Stock Exchange on
September 30, 1998.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
GENERAL MILLS, INC.
1998 Employee Stock Plan
3,000,000 Shares
Common Stock
General Mills, Inc.
P.O. Box 1113
Minneapolis, MN 55440
(612) 540-2311
Under this Prospectus, General Mills officers may sell to the public the General
Mills Common Stock they receive through the 1998 Employee Stock Plan (the
"Plan"). The Plan authorizes stock options, restricted stock and restricted
stock units covering up to 3,000,000 shares of General Mills Common Stock to be
granted to employees of the Company, including Company officers. The officers
can also sell the shares they receive using Rule 144. The list of the General
Mills officers who can use this Prospectus will be provided in a supplement to
this Prospectus.
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The shares issued by General Mills under the Plan have not been approved by the
Securities and Exchange Commission or any state securities commission nor have
these groups determined that this Prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
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October 5, 1998
<PAGE>
More Information About General Mills
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov. You can also learn more about
General Mills at our web site at http://www.genmills.com.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by giving
you a reference to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until all the shares under the Plan have been issued:
* Annual Report on Form 10-K for the year ended May 31, 1998;
* Any description of General Mills Common Stock contained in a registration
statement filed with the SEC, and updates of that description.
This Prospectus is also part of a registration statement we filed with the SEC.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Ivy S. Bernhardson
Vice President, Secretary
General Mills, Inc.
P.O. Box 1113
Minneapolis, MN 55440-1113
(612) 540-7365
The Company
General Mills is a leading producer of packaged consumer foods. Included among
the many products produced by the Company are the following well-known brands:
GOLD MEDAL flour, CHEERIOS, WHEATIES, and TOTAL ready-to-eat cereals, BETTY
CROCKER cake mixes and frostings, BISQUICK baking mix, HAMBURGER HELPER main
meal mixes, POP SECRET microwave popcorn, BUGLES and CHEX MIX snacks and YOPLAIT
and COLOMBO yogurt.
In this Prospectus, we use the terms "General Mills," "Company" and "we" to mean
General Mills, Inc. and its subsidiaries.
The Company's principal executive offices are located at Number One General
Mills Boulevard, Minneapolis, Minnesota 55426; telephone number is (612)
540-2311.
Purpose And Distribution Of Issue
This Prospectus may be used by certain officers of General Mills to resell to
the public shares of General Mills Common Stock they receive upon exercise of
stock options and vesting of restricted stock and restricted stock units granted
under the Plan. Because of their senior position with the Company, these
officers might be deemed to control the Company under certain SEC rules. The
names of such officers, their titles and the number of shares of Common Stock
they receive under the Plan, will be set forth in a supplement to this
Prospectus once grants are made under the Plan to the officers. Even though
General Mills is filing this Registration Statement with the SEC and will
deliver this Prospectus to Common Stock purchasers, we do not necessarily
believe that any of the listed officers "controls" the Company under the SEC's
rules. The officers selling shares received under the Plan may wish to dispose
of their shares from time to time on the New York Stock Exchange, on the Chicago
Stock Exchange, in the over-the-counter market, or otherwise, at prices and on
terms determined by the market. No proceeds will be received by the Company from
these sales.
We do not know whether any General Mills officers will use this Prospectus to
offer or sell any shares of Common Stock issued under the Plan or how many
shares will be offered or sold.
Legal Opinions
Our General Counsel, Siri S. Marshall, has given her opinion on certain legal
matters relating to the Common Stock.
Experts
KPMG Peat Marwick LLP, independent auditors, audited our financial statements
and schedules incorporated by reference in this Prospectus and elsewhere in the
registration statement. These financial statements are incorporated by reference
herein in reliance upon the authority of KPMG Peat Marwick as experts in
accounting and auditing.
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
The Company incorporates by reference into this Registration Statement the
following documents or information:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1998 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 31,
1998;
(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 prior to the termination of the
offering of securities hereunder.
(d) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 2-49637), filed December 26, 1973,
as amended.
Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Described in Item (d) above.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of Common Stock to which
this Registration Statement relates have been passed upon by Siri S. Marshall,
Senior Vice President and General Counsel of the Company. Ms. Marshall is
eligible to participate in the Company's 1998 Employee Stock Plan. As of
September 1, 1998, Ms. Marshall owned, directly or indirectly, 17,580 shares of
Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
Under provisions of the By-laws of the Company, each person who is or was a
director or officer of the Company shall be indemnified by the Company as of
right to the full extent permitted or authorized by Section 145 of the General
Corporation Law of Delaware.
Under such law, to the extent that such a person is successful on the merits in
defense of a suit or proceeding brought by reason of the fact that he or she is
a director or officer of the Company, such person shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with 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 such 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 adjudged to be 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 which
may be made against the Company and/or its officers and directors. The Company
also carries insurance where a claim arises 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
4 General Mills, Inc. 1998 Employee Stock Plan
5 Opinion of Counsel re Legality (Consent of Counsel included therein)
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 5th day of October, 1998.
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 S.S. Marshall, K.L. Thome and I.S. Bernhardson, 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. 1998 Employee Stock 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.
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 )
William T. Esrey Director )
Charles W. Gaillard Director, ) /s/ Siri S. Marshall
President ) Siri S. Marshall
Raymond V. Gilmartin Director ) Attorney-in-fact
Judith Richards Hope Director ) October 5, 1998
Kenneth A. Macke Director )
Michael D. Rose Director )
A. Michael Spence Director )
Dorothy A. Terrell Director )
Raymond G. Viault Vice Chairman )
C. Angus Wurtele Director )
/s/ Kenneth L. Thome Senior Vice President, October 5, 1998
Kenneth L. Thome Financial Operations
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4 General Mills, Inc. 1998 Employee Stock Plan
5 Opinion of Counsel re Legality (Consent of Counsel included
therein)
23 Consent of KPMG Peat Marwick LLP (Consent of Counsel included
in Exhibit 5)
24 Powers of Attorney
EXHIBIT 4
GENERAL MILLS, INC.
1998 EMPLOYEE STOCK PLAN
Effective as of September 28, 1998
<PAGE>
GENERAL MILLS, INC.
1998 EMPLOYEE STOCK PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc. 1998 Employee Stock Plan (the
"Plan") is to attract and retain able employees by rewarding employees of
General Mills, Inc., its subsidiaries and affiliates (defined as entities
in which General Mills, Inc. has a significant equity or other interest)
(collectively, the "Company") and to align the interests of employees with
those of the stockholders of the Company through compensation that is based
on the Company's stock.
2. EFFECTIVE DATE AND DURATION OF PLAN
This Plan shall become effective as of September 28, 1998.
3. ELIGIBLE PERSONS
Only persons who are employees of the Company shall be eligible to receive
grants of Stock Options, Restricted Stock or Restricted Stock Units (each
defined below) and become "Participants" under the Plan.
4. AWARD TYPE
Under this Plan, the Compensation Committee of the Company's Board of
Directors (the "Committee") may award Participants options ("Stock
Options") to purchase common stock of the Company ($.10 par value) ("Common
Stock"). The grant of a Stock Option entitles the Participant to purchase
shares of Common Stock at an "Exercise Price" established by the Committee.
The Exercise Price for each share of Common Stock issuable under a Stock
Option shall not be less than 100% of the Fair Market Value of the Common
Stock on the date of grant. "Fair Market Value" shall equal the mean of the
high and low price of the Common Stock on the New York Stock Exchange on
the date of grant. The Committee may also grant Participants shares of
Common Stock or the right to receive shares of Common Stock subject to
certain restrictions ("Restricted Stock" or "Restricted Stock Units")
(Stock Options, Restricted Stock and Restricted Stock Units are sometimes
referred to as "Awards").
5. STOCK OPTION TERM AND TYPE
Stock Options granted under the Plan shall be Non-Qualified Stock Options
governed by Section 83 of the Internal Revenue Code of 1986, as amended
(the "Code"). The term of any Stock Option granted under the Plan shall be
determined by the Committee, provided that the term of a Stock Option shall
not exceed 10 years and one month.
6. COMMON STOCK SUBJECT TO THE PLAN
a) Maximum Shares Available for Delivery. Subject to Section 6(b), the
maximum number of shares of Common Stock available for issuance to
Participants under the Plan shall be 3,000,000.
In addition, any Common Stock covered by a Stock Option granted under
the Plan, which is forfeited, cancelled or expires in whole or in part
shall be deemed not to be delivered for purposes of determining the
maximum number of shares of Common Stock available for grants under
the Plan.
If any Stock Option is exercised by tendering Common Stock, either
actually or by attestation, to the Company as full or partial payment
in connection with the exercise of the Stock Option under the Plan,
only the number of shares of Common Stock issued net of the Common
Stock tendered shall be deemed delivered for purposes of determining
the maximum number of shares available for grants under the Plan. Upon
forfeiture or termination of Restricted Stock or Restricted Stock
Units prior to vesting, the shares of Common Stock subject thereto
shall again be available for Awards under the Plan.
b) Adjustments for Corporate Transactions. The Committee may determine
that a corporate transaction has occurred affecting the Common Stock
such that an adjustment or adjustments to outstanding Awards is
required to preserve (or prevent enlargement of) the benefits or
potential benefits intended at the time of grant. For this purpose a
corporate transaction includes, but is not limited to, 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. In the event of such a corporate
transaction, the Committee may, in such manner as the Committee deems
equitable, adjust (i) the number and kind of shares which may be
awarded under the Plan; (ii) the number and kind of shares subject to
outstanding Awards; and (iii) the exercise price of outstanding Stock
Options.
c) Limits on Distribution. Distribution of shares of Common Stock or
other amounts under the Plan shall be subject to the following:
(i) The total number of shares of Common Stock that shall be
available for Restricted Stock and Restricted Stock Unit Awards
under the Plan shall be limited to 15% of the total shares
authorized for Awards hereunder.
(ii) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any shares of Common Stock
under the Plan or make any other distribution of benefits under
the Plan unless such delivery or distribution would comply with
all applicable laws (including, without limitation, the
requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity.
(iii) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Common Stock or
Restricted Stock, the issuance may be effected on a
non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange.
d) The Committee, in its discretion, may require as a condition to the
grant of Awards, the deposit of Common Stock owned by the Participant
receiving such grant, and the forfeiture of such grants, if such
deposit is not made or maintained during the required holding period.
Such shares of deposited Common Stock may not be otherwise sold or
disposed of during the applicable holding period or restricted period.
The Committee may also determine whether any shares issued upon
exercise of a Stock Option shall be restricted in any manner.
7. EXERCISE OF STOCK OPTIONS
a) Exercise. Except as provided in Sections 11 and 12 (Change of Control
and Termination of Employment), each Stock Option may be exercised
only in accordance with the terms and conditions of the Stock Option
grant and during the periods as may be established by the Committee,
and only after three years of the Participant's continued employment
with the Company following the date of the Stock Option grant.
An optionee exercising a Stock Option shall give notice to the Company
of such exercise and of the number of shares elected to be purchased
prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a
business day at the executive offices of the Company.
b) Payment. The Exercise Price shall be paid to the Company at the time
of such exercise, subject to any applicable rule or regulation adopted
by the Committee:
(i) in cash (including check, draft, money order or wire transfer
made payable to the order of the Company);
(ii) through the tender of shares of Common Stock owned by the
Participant (by either actual delivery or attestation); or
(iii) by a combination of (i) and (ii) above.
For determining the amount of the payment, Common Stock delivered
pursuant to (ii) or (iii) shall have a value equal to the Fair Market
Value of the Common Stock on the date of exercise.
c) Deferrals. The Committee may permit or require Participants to defer
receipt of any Common Stock issuable upon exercise of a Stock Option,
subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred
Common Stock equivalents.
8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
With respect to Awards of Restricted Stock and Restricted Stock Units, the
Committee shall:
a) select Participants to whom Awards will be made, provided that
Restricted Stock Units may only be awarded to those employees of the
Company who are employed in a country other than the United States;
b) determine the number of shares of Restricted Stock or the number of
Restricted Stock Units to be awarded;
c) determine the length of the restricted period, which shall be no less
than one year;
d) determine the purchase price, if any, to be paid by the Participant
for Restricted Stock or Restricted Stock Units; and
e) determine any restrictions other than those set forth in this Section
8.
Subject to the restrictions set forth in this Section 8, each Participant
who receives Restricted Stock shall have all rights as a stockholder with
respect to such shares, including the right to vote the shares and receive
dividends and other distributions.
Each Participant who receives Restricted Stock Units shall be eligible to
receive, at the expiration of the applicable restricted period, one share
of Common Stock for each Restricted Stock Unit awarded, and the Company
shall issue to each such Participant that number of shares of Common Stock.
Participants who receive Restricted Stock Units shall have no rights as
stockholders with respect to such Restricted Stock Units until such time as
share certificates for Common Stock are issued to the Participants;
provided, however, that quarterly during the applicable restricted period
for all Restricted Stock Units awarded hereunder, the Company shall pay to
each such Participant an amount equal to the sum of all dividends and other
distributions paid by the Company during the prior quarter on that
equivalent number of shares of Common Stock.
9. TRANSFERABILITY OF STOCK OPTIONS
Except as otherwise provided by rules of the Committee, no Stock Options
shall be transferable by a Participant otherwise than (i) by the
Participant's last will and testament or (ii) by the applicable laws of
descent and distribution, and such Stock Options shall be exercised during
the Participant's lifetime only by the Participant or his or her guardian
or legal representative. Except as otherwise provided in Section 8, no
shares of Restricted Stock and no Restricted Stock Units shall be sold,
exchanged, transferred, pledged or otherwise disposed of during the
restricted period.
10. TAXES
Whenever the Company issues Common Stock under the Plan, the Company may
require the recipient to remit to the Company an amount sufficient to
satisfy any Federal, state or local tax withholding requirements prior to
the delivery of such Common Stock, or, in the discretion of the Committee,
upon the election of the Participant, the Company may withhold from the
shares to be delivered shares sufficient to satisfy all or a portion of
such tax withholding requirements.
11. CHANGE OF CONTROL
Each outstanding Stock Option shall become immediately and fully
exercisable for a period of one (1) year following the date of the
following occurrences, each constituting a "Change of Control":
a) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of 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 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 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 Voting Securities; or
b) Individuals who, as of the date hereof, constitute the Board of
Directors (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 of 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 stockholders, 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 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 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 stockholders of the Company of a complete liquidation
or dissolution of the Company.
After such one (1) year period the normal Stock Option exercise
provisions of the Plan shall govern. Notwithstanding any other
provision of the Plan, but subject to Section 5, in the event a
Participant's employment with the Company is terminated within two (2)
years of any of the events specified in (a), (b), (c) or (d), all
outstanding Stock Options of such Participant at that date of
termination shall be exercisable for a period of six (6) months
beginning on the date of termination.
With respect to Stock Option grants outstanding as of the date of any
such Change of Control which require the deposit of owned Common Stock
as a condition to obtaining rights, the deposit requirement shall be
terminated as of the date of the Change of Control and any such
deposited stock shall be promptly returned to the Participant.
In the event of a Change of Control, a Participant shall vest in all
shares of Restricted Stock and Restricted Stock Units, effective as of
the date of such Change of Control, and any deposited shares of Common
Stock shall be promptly returned to the Participant.
12. TERMINATION OF EMPLOYMENT
a) Termination of Employment. If the Participant's employment by the
Company terminates for any reason other than as specified herein, in
Section 11, or in subsections (b), (c) or (d), the Participant's Stock
Options shall terminate 3 months after such termination and all shares
of Restricted Stock and Restricted Stock Units which remain subject to
restriction as of the date of termination shall be forfeited by the
Participant. In the event a Participant's employment with the Company
is terminated for the convenience of the Company, as determined by the
Committee, the Committee, in its sole discretion, may vest such
Participant in all or any portion of outstanding Stock Options (which
shall become exercisable), and/or shares of Restricted Stock or
Restricted Stock Units awarded to such Participant effective as of the
date of such termination and if, at the time of such termination the
sum of the Participant's age and service with the Company equals or
exceeds 70, the Committee, in its sole discretion, may refrain from
imposing the 3 month termination period and permit such Participant's
outstanding Stock Options to be exercised until the expiration of the
Stock Options in accordance with their original terms.
b) Death. If a Participant dies while employed by the Company, any Stock
Option previously granted under this Plan may be exercised by the
person designated in such Participant's last will and testament or, in
the absence of such designation, by the Participant's estate, to the
full extent that such Stock Option could have been exercised by such
Participant immediately prior to death. With respect to outstanding
Stock Options which, as of the date of death, are not yet exercisable,
any such Stock Option shall vest and become exercisable in a pro-rata
amount, based on the full months of employment completed during the
full vesting period of the Stock Option from the date of grant to the
date of death.
With respect to Stock Options which require the deposit of owned
Common Stock as a condition to obtaining exercise rights, in the event
a Participant dies while employed by the Company, such Stock Options
may be exercised as provided in the first paragraph of this Section
12(b) and any owned Common Stock deposited by the Participant pursuant
to such grant shall be promptly returned to the person designated in
such Participant's last will and testament or, in the absence of such
designation, to the Participant's estate, and all requirements
regarding deposit by the Participant shall be terminated.
A Participant who dies during any applicable restricted period shall
vest in a proportionate number of shares of Restricted Stock or
Restricted Stock Units, effective as of the date of death. Such
proportionate vesting shall be pro-rata, based on the number of full
months of employment completed during the restricted period prior to
the date of death, as a percentage of the applicable restricted
period.
c) Retirement. The Committee shall determine, at the time of grant, the
treatment of the Stock Options, Restricted Stock and Restricted Stock
Units upon the retirement of the Participant. Unless other terms are
specified in the original Grant, if the termination of employment is
due to a Participant's retirement on or after age 55, the Participant
may exercise a Stock Option, subject to the original terms and
conditions of the Stock Option and shall fully vest in all shares of
Restricted Stock or Restricted Stock Units effective as of the date of
retirement (unless any such Award specifically provides otherwise).
d) Spin-offs. If the termination of employment is due to the cessation,
transfer, or spin-off of a complete line of business of the Company,
the Committee, in its sole discretion, shall determine the treatment
of all outstanding Awards under the Plan.
13. ADMINISTRATION OF THE PLAN
a) Administration. The authority to control and manage the operations and
administration of the Plan shall be vested in Committee in accordance
with this Section 13.
b) Selection of Committee. The Committee shall be selected by the Board,
and shall consist of two or more members of the Board.
c) Powers of Committee. The authority to manage and control the
operations and administration of the Plan shall be vested in the
Committee, subject to the following:
(i) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the eligible
Company employees those persons who shall receive Awards, to
determine the time or times of receipt, to determine the types of
Awards and the number of shares covered by the Awards, to
establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject
to the restrictions imposed by Section 14) to cancel or suspend
Awards. In making such determinations, the Committee may take
into account the nature of services rendered by the individual,
the individual's present and potential contribution to the
Company's success and such other factors as the Committee deems
relevant.
(ii) The Committee will have the authority and discretion to establish
terms and conditions of Awards as the Committee determines to be
necessary or appropriate to conform to applicable requirements or
practices of jurisdictions outside of the United States.
(iii) The Committee will have the authority and discretion to interpret
the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and
provisions of any agreements made pursuant to the Plan, and to
make all other determinations that may be necessary or advisable
for the administration of the Plan.
(iv) Any interpretation of the Plan by the Committee and any decision
made by it under the Plan is final and binding.
d) Delegation by Committee. Except to the extent prohibited by applicable
law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it.
Any such allocation or delegation may be revoked by the Committee at
any time.
14. AMENDMENTS OF THE PLAN
The Committee may from time to time prescribe, amend and rescind rules and
regulations relating to the Plan. Subject to the approval of the Board of
Directors, where required, the Committee may at any time terminate, amend,
or suspend the operation of the Plan, provided that no action shall be
taken by the Committee to:
a) permit granting of Stock Options at less than Fair Market Value; and
b) except as provided in Section 6, permit the repricing of outstanding
Stock Options.
No termination, modification, suspension, or amendment of the Plan shall
alter or impair the rights of any Participant pursuant to an outstanding
Award without the consent of the Participant. There is no obligation for
uniformity of treatment of Participants under the Plan.
15. FOREIGN JURISDICTIONS
The Committee may adopt, amend, and terminate such arrangements, not
inconsistent with the intent of the Plan, as it may deem necessary or
desirable to make available tax or other benefits of the laws of any
foreign jurisdiction, to employees of the Company who are subject to such
laws and who receive Awards under the Plan.
16. NOTICES
All notices to the Company regarding the Plan shall be in writing,
effective as of actual receipt by the Company, and shall be sent to:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Compensation
Effective September 28, 1998
EXHIBIT 5
GENERAL MILLS, INC. * EXECUTIVE OFFICES
Number One General Mills Boulevard * Minneapolis, Minnesota
Siri S. Marshall
Telephone: (612) 540-7230
Facsimile: (612) 540-3302
October 5, 1998
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 Company's 1998
Employee Stock 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; and (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.
Based on the foregoing, I am of the opinion that 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.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the references to me under the captions "Interests
of Named Experts and Counsel" contained in the Registration Statement and "Legal
Opinions" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Siri S. Marshall
Siri S. Marshall
Senior Vice President and
General Counsel
SSM/pc
EXHIBIT 23
Consent Of KPMG Peat Marwick LLP
The Board of Directors
General Mills, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus included in
the Registration Statement.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 5, 1998
EXHIBIT 24
POWERS OF ATTORNEY
I appoint S.S. Marshall, K.L. Thome and I.S. Bernhardson, 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. 1998 Employee Stock 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/ Richard M. Bressler
Richard M. Bressler
Dated: June 22, 1998
/s/ L. D. DeSimone
L. D. DeSimone
Dated: June 22, 1998
/s/ William T. Esrey
William T. Esrey
Dated: June 22, 1998
/s/ Charles W. Gaillard
Charles W. Gaillard
Dated: June 22, 1998
/s/ Raymond V. Gilmartin
Raymond V. Gilmartin
Dated: June 22, 1998
/s/ Judith Richards Hope
Judith Richards Hope
Dated: June 22, 1998
/s/ Kenneth A. Macke
Kenneth A. Macke
Dated: June 22, 1998
/s/ Michael D. Rose
Michael D. Rose
Dated: June 22, 1998
/s/ Stephen W. Sanger
Stephen W. Sanger
Dated: June 22, 1998
/s/ A. Michael Spence
Dr. A. Michael Spence
Dated: June 22, 1998
/s/ Dorothy A. Terrell
Dorothy A. Terrell
Dated: June 22, 1998
/s/ Raymond G. Viault
Raymond G. Viault
Dated: June 22, 1998
/s/ C. Angus Wurtele
C. Angus Wurtele
Dated: June 22, 1998
