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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 30, 1999
GENERAL MILLS, INC.
(Exact Name of Registrant)
Delaware
(State of Incorporation)
No. 1-1185 No. 41-0274440
(Commission File Number) (IRS Employer Identification No.)
Number One General Mills Boulevard (Mail: P.O. Box 1113, Zip 55440)
Minneapolis, Minnesota 55426
(Address of principal executive office)
Registrant's Telephone No.: (612) 540-2311
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
1. Distribution Agreement dated May 18, 1999 between General Mills, Inc.
and Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Warburg Dillon Read LLC, Morgan Stanley &
Co. Incorporated, Salomon Smith Barney Inc., J.P. Morgan Securities
Inc..
4. Forms of Medium-Term Notes:
a) Medium-Term Floating Rate Note, Series F;
b) Medium-Term Fixed Rate Note, Series F; and
c) Indexed Medium-Term Note, Series F;
d) Medium-Term Fixed Rate Amortizing Note, Series F.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MILLS, INC.
By: /s/ Ivy S. Bernhardson
-----------------------------
Ivy S. Bernhardson
Vice President and Secretary
Dated: June 30, 1999
<PAGE>
GENERAL MILLS, INC.
$750,000,000
Medium-Term Notes, Series F
Distribution Agreement
May 18, 1999
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
New York, New York 10281
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Warburg Dillon Read LLC
677 Washington Boulevard
Stamford, CT 06901
<PAGE>
Ladies and Gentlemen:
General Mills, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell from time to time its Medium-Term Notes, Series F (the
"Securities") in an aggregate offering price of up to $750,000,000, or its
equivalent in another currency or composite currency, and agrees with each of
you (individually, an "Agent," and collectively, the "Agents") as set forth in
this Agreement.
Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Securities directly on its own
behalf, the Company hereby (i) appoints each Agent as an agent of the Company
for the purpose of soliciting and receiving offers to purchase Securities from
the Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent as principal, it will enter into a separate agreement
which may be oral, and confirmed in writing by the applicable Agent (each a
"Terms Agreement"), which may be substantially in the form of Annex I hereto,
relating to such sale in accordance with Section 2(b) hereof.
This Distribution Agreement shall not be construed to create either an
obligation on the part of the Company to sell any securities or an obligation of
any of the Agents to purchase Securities as principal.
The Securities will be issued under an indenture, dated as of February
1, 1996 (the "Indenture"), between the Company and First Trust of Illinois,
National Association, as Trustee (the "Trustee"). The Securities shall have the
maturity ranges, interest rates, if any, redemption provisions and other terms
set forth in the Prospectus referred to below as it may be amended or
supplemented from time to time. The Securities will be issued, and the terms and
rights thereof established, from time to time by the Company in accordance with
the Indenture.
1. The Company represents and warrants to, and agrees with, each Agent
that:
(a) Registration statements on Form S-3 (Registration No.
333-00745 and No. 333-76741 in respect of a total of U.S. $782,000,000
aggregate offering price of debt securities of the Company, including
the Securities, have been filed under the Securities Act of 1933, as
amended (the "Act"), with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be delivered to
such Agent, excluding exhibits to such registration statements but
including all documents incorporated by reference in the prospectuses
included therein, and such registration statements in such form have
been declared effective by the Commission and no stop order suspending
the effectiveness of either registration statement has been issued and
no proceeding for that purpose has been initiated or to the knowledge
of the Company expressly threatened by
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the Commission (any preliminary prospectus included in either
registration statement being hereinafter called a "Preliminary
Prospectus"; the various parts of each such registration statement,
including all exhibits thereto and the documents incorporated by
reference in the prospectus contained in such registration statement at
the time such part of such registration statement became effective but
excluding Form T-1, each as amended at the time such part of such
registration statement became effective, being hereinafter collectively
called the "Registration Statement"; the prospectus (including, if
applicable, any prospectus supplement) relating to the Securities, in
the form in which it has most recently been filed with the Commission
on or prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under
the Act, as of the date of such Preliminary Prospectus or Prospectus,
as the case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus, including any supplement to
the Prospectus that sets forth only the terms of a particular issue of
the Securities (a "Pricing Supplement"), shall be deemed to refer to
and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated
therein by reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to and include the Prospectus as
amended or supplemented (including any applicable Pricing Supplement
filed in accordance with Section 4(a) hereof) in relation to Securities
sold pursuant to this Agreement, in the form filed or transmitted for
filing with the Commission pursuant to Rule 424(b) under the Act and in
accordance with Section 4(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus, or any amendment or
supplement thereto, when such documents become effective or are filed
with the Commission (and as of the date of each acceptance referred to
in Section 4(9) hereof), as the case may be, will conform in all
material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
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however, that this representation and warranty shall not apply to the
Statement of Eligibility of the Trustee on Form T-1 or to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by any Agent expressly
for use in the Prospectus as amended or supplemented to relate to a
particular issuance of Securities;
(c) The Registration Statement and the Prospectus conform, and
any amendments or supplements thereto will conform, in all material
respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of
the applicable effective date in case of the Registration Statement and
any amendment thereto and as of the applicable filing date in the case
of the Prospectus and any amendment or supplement thereto, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; PROVIDED, HOWEVER, that this representation and
warranty shall not apply to the Statement of Eligibility of the Trustee
on Form T-1 or to any statements or omissions made in reliance upon and
in conformity with information furnished in writing to the Company by
any Agent expressly for use in the Prospectus as amended or
supplemented to relate to a particular issuance of Securities;
(d) The Company and its material subsidiaries, taken as a
whole, have not sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus any material loss or interference with their business, taken
as a whole, from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, other than as set forth or
contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any decrease in the capital stock
(except as a result of repurchases of shares of common stock pursuant
to the Company's publicly announced stock repurchase program) or
increase in the principal amount of long-term debt of the Company in
excess of [$50 million] or any material adverse change, or any
development which the Company has reasonable cause to believe will
involve a material adverse change, in the consolidated financial
position, stockholders' equity or results of operations of the Company
and its material subsidiaries, taken as a whole, otherwise than as set
forth or contemplated in the Prospectus;
(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of Delaware,
with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus and has been
duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each
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other jurisdiction in which it owns or leases properties so as to
require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such
jurisdiction;
(f) The Company has authorized capital stock as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable and all of the issued shares of capital stock
of each material subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and all such
shares owned directly or indirectly by the Company are owned free and
clear of all liens, encumbrances, equities or claims;
(g) The Securities have been duly authorized, and, when issued
and delivered pursuant to this Agreement and any Terms Agreement, will
have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture, which will be
substantially in the form filed as an exhibit to the Registration
Statement; the Indenture has been duly authorized by the Company and
qualified under the Trust Indenture Act and constitutes a valid and
legally binding instrument of the Company, enforceable against the
Company in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles; the Indenture conforms, and the Securities of any
particular issuance of Securities will conform, in all material
respects to the descriptions thereof contained in the Prospectus as
amended or supplemented to relate to such issuance of Securities; and
this Agreement and any applicable Terms Agreement have been duly
authorized, executed and delivered by the Company;
(h) The issue and sale of the Securities and the compliance by
the Company with all of the provisions of the Securities, the
Indenture, this Agreement and any Terms Agreement, and the consummation
of the transactions herein and therein contemplated will not conflict
with or result in a breach of any of the material terms or provisions
of, or constitute a default under, any material indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which
the Company or any of its material subsidiaries is a party or by which
the Company or any of its material subsidiaries is bound or to which
any of the property or assets of the Company or any of its material
subsidiaries is subject, nor will such action result in any violation
of the provisions of the Restated Certificate of Incorporation or the
By-Laws of the Company or any statute or any order, rule or regulation
of any court or governmental agency or body having jurisdiction over
the Company or any of its material subsidiaries or any of their
properties; and no consent, approval,
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authorization, order, registration or qualification of or with any
court or governmental agency or body is required for the solicitation
of offers to purchase Securities, the issue and sale of the Securities
or the consummation by the Company of the transactions contemplated by
this Agreement, any Terms Agreement or the Indenture, except such as
have been, or will have been prior to the Commencement Date (as defined
in Section 3 hereof), obtained under the Act or the Trust Indenture Act
and such consents, approvals, authorizations, registrations or
qualifications as may be required under securities or Blue Sky laws of
any state or foreign jurisdiction in connection with the solicitation
by such Agent of offers to purchase Securities from the Company and
with purchases of Securities by such Agent as principal, as the case
may be, in each case in the manner contemplated hereby;
(i) Other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings pending to which the
Company or any of its material subsidiaries is a party or of which any
property of the Company or any of its material subsidiaries is the
subject which would reasonably be expected to individually or in the
aggregate have a material adverse effect on the consolidated financial
position, stockholders' equity or results of operations of the Company
and its consolidated subsidiaries; and, to the best of the Company's
knowledge, no such proceedings are expressly threatened or contemplated
by governmental authorities or expressly threatened by others;
(j) To the best of the Company's knowledge, KPMG Peat Marwick
LLP, who have certified certain financial statements of the Company and
its consolidated subsidiaries, are independent public accountants as
required by the Act and the rules and regulations of the Commission
thereunder; and
(k) Immediately after any sale of Securities by the Company
hereunder or under any Terms Agreement, the aggregate amount of
Securities which shall have been issued and sold by the Company
hereunder or under any Terms Agreement and of any debt securities of
the Company (other than such Securities) that shall have been issued
and sold pursuant to the Registration Statement will not exceed the
amount of debt securities registered under the Registration Statement.
(l) The Company has inventoried and assessed its operations
and that of its consolidated subsidiaries and has inventoried and
assessed and continues to inventory and assess any third parties with
which the Company or any of its consolidated subsidiaries has a
material relationship to evaluate the extent to which the business or
operations of the Company or any of its consolidated subsidiaries will
be affected by the Year 2000 Problem. As a result of such reviews, the
Company has no reason to expect, and does not expect, that the
financial impact of addressing internal Year 2000 Problems will be
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material to its consolidated financial position, results of operations
or cash flows. The "Year 2000 Problem" as used herein means any
significant risk that computer hardware or software used in the
receipt, transmission, processing, manipulation, storage, retrieval,
retransmission or other utilization of data or in the operation of
mechanical or electrical systems of any kind will not, in the case of
dates or time periods occurring after December 31, 1999, function at
least as effectively as in the case of dates or time periods occurring
prior to January 1, 2000.
2. (a) On the basis of the representations and warranties, and subject
to the terms and conditions herein set forth, each of the Agents hereby
severally and not jointly agrees, as agent of the Company, to use its reasonable
efforts to solicit and receive offers to purchase the Securities from the
Company upon the terms and conditions set forth in the Prospectus as amended or
supplemented from time to time. The Company reserves the right to offer
Securities for sale otherwise than to or through an Agent; PROVIDED, HOWEVER,
that so long as this Agreement is in effect the Company will not appoint any
other agent for the purpose of soliciting purchases of the Securities on a
continuous basis. It is understood, however, that if from time to time the
Company is approached by a prospective agent offering to solicit a specific
purchase of Securities, the Company may engage such agent with respect to such
specific purchase, provided that the Agents are given notice of such purchase
promptly, including the terms thereof and a copy of any agreement setting forth
the terms of engagement of such agent by the Company, in each case after the
purchase is agreed to. Each such agent is acting in connection with the
Securities individually and not collectively or jointly with the Agents. So long
as this Agreement shall remain in effect with respect to any Agent, the Company
shall not, without the consent of such Agent, solicit or accept offers to
purchase, or sell, any debt securities with a maturity at the time of original
issuance of 9 months or more except (i) pursuant to or as contemplated by this
Agreement or any Terms Agreement, (ii) pursuant to a private placement not
constituting a public offering under the Act or (iii) in connection with a firm
commitment underwriting pursuant to an underwriting agreement that does not
provide for a continuous offering of medium-term debt securities. However, the
Company reserves the right to sell, and may solicit and accept offers to
purchase, Securities directly on its own behalf, and, in the case of any such
sale not resulting from a solicitation made by any Agent, no commission will be
payable with respect to such sale. These provisions shall not limit Section 4(f)
hereof or any similar provision included in any Terms Agreement.
Procedural details relating to the issue and delivery of Securities,
the solicitation of offers to purchase Securities and the payment in each case
therefor shall be as set forth in the Administrative Procedure attached hereto
as Annex II as it may be amended from time to time by written agreement between
the Agents and the Company (the "Administrative Procedure"). The provisions of
the Administrative Procedure shall apply to all transactions contemplated
hereunder other than those made pursuant to a Terms
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Agreement. Each Agent and the Company agree to perform the respective duties and
obligations specifically provided to be performed by each of them in the
Administrative Procedure. The Company will furnish to the Trustee a copy of the
Administrative Procedure as from time to time in effect.
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities. Upon receipt of notice from
the Company, the Agents will forthwith suspend solicitation of offers to
purchase Securities from the Company until such time as the Company has advised
the Agents that such solicitation may be resumed. During such period, the
Company shall not be required to comply with the provisions of Sections 4(i),
4(j) and 4(k). Upon advising the Agents that such solicitation may be resumed,
however, the Company shall simultaneously provide the documents required to be
delivered by Sections 4(i), 4(j) and 4(k), and the Agents shall have no
obligation to solicit offers to purchase the Securities until such documents
have been received by the Agents. In addition, any failure by the Company to
comply with its obligations hereunder, including without limitation its
obligations to deliver the documents required by Sections 4(i), 4(j) and 4(k),
shall automatically terminate the Agents' obligations hereunder, including
without limitation its obligations to solicit offers to purchase the Securities
hereunder as agent or to purchase Securities hereunder as principal.
The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the following applicable
percentage of the principal amount of such Security sold:
<TABLE>
<CAPTION>
Commission (percentage of
aggregate principal amount
Range of Maturities of Securities sold)
<S> <C>
From 9 months to less than 1 year................................. .125%
From 1 year to less than 18 months................................ .150%
From 18 months to less than 2 years............................... .200%
From 2 years to less than 3 years................................. .250%
From 3 years to less than 4 years................................. .350%
From 4 years to less than 5 years................................. .450%
From 5 years to less than 6 years................................. .500%
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
From 6 years to less than 7 years................................. .550%
From 7 years to less than 10 years................................ .600%
From 10 years to less than 15 years............................... .625%
From 15 years to less than 20 years .............................. .700%
From 20 years to 30 years......................................... .750%
From more than 30 years to
less than 50 years.............................................. .875%
50 years and more................................................. 1.000%
</TABLE>
(b) Each sale of Securities to any Agent as principal shall be made in
accordance with the terms of this Agreement and (unless the Company and such
Agent shall otherwise agree) a Terms Agreement that will provide for the sale of
such Securities to and the purchase thereof by such Agent.
A Terms Agreement may also specify certain provisions relating to the
reoffering of such Securities by such Agent. The commitment of any Agent to
purchase Securities as principal, whether pursuant to a Terms Agreement or
otherwise, shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to the terms
and conditions herein set forth. Each Terms Agreement shall specify the
principal amount of Securities to be purchased by any Agent pursuant thereto,
the price to be paid to the Company for such Securities, any provisions relating
to rights of, and default by, underwriters acting together with such Agent in
the reoffering of the Securities and the time and date and place of delivery of
and payment for such Securities. Such Terms Agreement shall also specify any
requirements for opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof. The Agents may engage the services of
any other broker or dealer in connection with the resale of the Notes purchased
by them as principal and may allow all or any portion of the discount received
in connection with such purchases from the Company to be retained by such
brokers and dealers.
For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the procedural details relating to the issue and
delivery of such Securities and payment therefor shall be as set forth in the
Administrative Procedure. For each such sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement, the Company agrees to
pay such Agent a commission (or grant an equivalent discount) as provided in
Section 2(a) hereof and in accordance with the schedule set forth therein.
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Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether set forth in a Terms Agreement or in
accordance with the Administrative Procedure, is referred to herein as a "Time
of Delivery."
(c) Each Agent agrees, with respect to any Security denominated in a
currency other than U.S. dollars, as agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any Terms Agreement or
otherwise, directly or indirectly, not to offer, sell or deliver, such Security
in, or to residents of, the country issuing such currency (or, if such Security
is denominated in a composite currency, in any country issuing a currency
comprising a portion of such composite currency), except as permitted by
applicable law.
3. The documents required to be delivered pursuant to Section 6 hereof
on the Commencement Date (as defined below) shall be delivered to the Agents at
the offices of Goldman, Sachs & Co., 85 Broad Street, New York, New York, at
11:00 a.m., New York City time, on the date of this Agreement, which date and
time of such delivery may be postponed by agreement between the Agents and the
Company but in no event shall be later than the day prior to the date on which
solicitation of offers to purchase Securities is commenced or on which any Terms
Agreement is executed (such time and date being referred to herein as the
"Commencement Date").
4. The Company covenants and agrees with each Agent:
(a) (i) To make no amendment or supplement to the Registration
Statement or the Prospectus (A) prior to the Commencement Date to which
any Agent shall reasonably object promptly after reasonable notice
thereof or (B) after the date of any Terms Agreement or other agreement
by an Agent to purchase Securities as principal and prior to the
related Time of Delivery to which any Agent party to such Terms
Agreement or so purchasing as principal shall reasonably object
promptly after reasonable notice thereof; (ii) to prepare, with respect
to any Securities to be sold through or to such Agent pursuant to this
Agreement, a Pricing Supplement with respect to such Securities in a
form previously approved by such Agent and to file such Pricing
Supplement pursuant to Rule 424(b) under the Act not later than the
close of business of the Commission on the fifth business day after the
date on which such Pricing Supplement is first used; (iii) to make no
amendment or supplement to the Registration Statement or Prospectus
(other than any Pricing Supplement, any supplement relating to an
offering of securities other than the Securities, or any periodic
report filed pursuant to the Exchange Act and incorporated by reference
in the Prospectus) at any time prior to having afforded each Agent a
reasonable opportunity to review and comment on it; (iv) to file
promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in
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connection with the offering or sale of the Securities, and during such
same period to advise such Agent, promptly after the Company receives
notice thereof, of the time when any amendment to the Registration
Statement has been filed or has become effective or any supplement to
the Prospectus or any amended Prospectus (other than any Pricing
Supplement that relates to Securities not purchased through or by such
Agent) has been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending
the use of any prospectus relating to the Securities, of the suspension
of the qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amendment
or supplement of the Registration Statement or Prospectus or for
additional information; and (v) in the event of the issuance of any
such stop order or of any such order preventing or suspending the use
of any such prospectus or suspending any such qualification at any time
when an Agent has purchased Securities from the Company hereunder as
principal that it has not yet resold, to use promptly its best efforts
to obtain its withdrawal;
(b) Promptly from time to time to take such action as such
Agent reasonably may request to qualify the Securities for offering and
sale under the securities laws of such jurisdictions as such Agent may
request and to comply with such laws so as to permit the continuance of
sales and dealings therein for as long as may be necessary to complete
the distribution or sale of the Securities; PROVIDED, HOWEVER, that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process
in any jurisdiction;
(c) To furnish such Agent with copies of the Registration
Statement and each amendment thereto, with copies of the Prospectus as
each time amended or supplemented, other than any Pricing Supplement
(except as provided in the Administrative Procedure), in the form in
which it is filed with the Commission pursuant to Rule 424 under the
Act, and with copies of the documents incorporated by reference
therein, all in such quantities as such Agent may reasonably request
from time to time; and, if the delivery of a prospectus is required at
any time in connection with the offering or sale of the Securities
(including Securities purchased from the Company by such Agent as
principal) and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it
shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated
by reference in the Prospectus in order to comply with the Act, the
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Exchange Act or the Trust Indenture Act, to notify such Agent and
request such Agent, in its capacity as agent of the Company, to suspend
solicitation of offers to purchase Securities from the Company (and, if
so notified, such Agent shall cease such solicitations forthwith); and
if the Company shall decide to amend or supplement the Registration
Statement or the Prospectus as then amended or supplemented, to so
advise such Agent promptly by telephone (with confirmation in writing)
and to prepare and cause to be filed promptly with the Commission an
amendment or supplement to the Registration Statement or the Prospectus
as then amended or supplemented that will correct such statement or
omission or effect such compliance; PROVIDED, HOWEVER, that if during
such same period such Agent continues to own Securities purchased from
the Company by such Agent as principal or such Agent is otherwise
required to deliver a prospectus in respect of transactions in the
Securities, the Company shall promptly prepare and file with the
Commission such an amendment or supplement;
(d) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after
(i) the effective date of the Registration Statement, (ii) the
effective date of each post-effective amendment to the Registration
Statement, and (iii) the date of each filing by the Company with the
Commission of an Annual Report on Form 10-K that is incorporated by
reference in the Registration Statement, an earnings statement of the
Company and its subsidiaries (which need not be audited) complying with
Section 11 (a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule
158);
(e) During the period this Agreement is in effect with respect
to any Agent, to furnish to such Agent copies of all reports or other
communications (financial or other) furnished to stockholders, and
deliver to such Agent (i) as soon as they are available, copies of any
reports and financial statements filed with the Commission or any
national securities exchange on which any class of securities of the
Company is listed (except registration statements filed with the
Commission on Form S-8 and reports of the Company's employee benefit
plans filed with the Commission on Form 11-K); and (ii) such additional
information concerning the business and financial condition of the
Company as such Agent may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consolidated in
reports furnished to its stockholders generally or to the Commission);
(f) That, from the date of any Terms Agreement with such Agent
or other agreement by such Agent to purchase Securities as principal
and continuing to and including the later of (i) the termination of
trading restrictions for the Securities purchased thereunder, as
notified to the Company by such Agent and (ii) the related Time of
Delivery, the Company will not, without the
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prior written consent of such Agent, offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which both
mature more than 9 months after such Time of Delivery and have terms
which are substantially similar to the Securities which are the subject
of such Terms Agreement or other agreement;
(g) That each acceptance by the Company of an offer to
purchase Securities hereunder (including any purchase by such Agent as
principal not pursuant to a Terms Agreement), and each execution and
delivery by the Company of a Terms Agreement with such Agent, shall be
deemed to be an affirmation to such Agent that the representations and
warranties of the Company contained in or made pursuant to this
Agreement are true and correct as of the date of such acceptance or of
such Terms Agreement, as the case may be, as though made at and as of
such date, and an undertaking that such representations and warranties
will be true and correct as of the settlement date for the Securities
relating to such acceptance or as of the Time of Delivery relating to
such sale, as the case may be, as though made at and as of such date
(except that such representations and warranties shall be deemed to
relate to the Registration Statement and the Prospectus as amended and
supplemented relating to such Securities);
(h) That each time the Company sells Securities to such Agent
as principal pursuant to a Terms Agreement and such Terms Agreement
specifies the delivery of an opinion or opinions by Sullivan &
Cromwell, counsel to the Agents, as a condition to the purchase of
Securities pursuant to such Terms Agreement, the Company shall furnish
to such counsel such papers and information as they may reasonably
request to enable them to furnish to such Agent the opinion or opinions
referred to in Section 6(b) hereof;
(i) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a Pricing
Supplement), each time a document filed under the Act or the Exchange
Act is incorporated by reference into the Prospectus and each time the
Company sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of an opinion
under this Section 4(i) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall furnish or cause to
be furnished forthwith to such Agent a written opinion of the General
Counsel of the Company, or other counsel for the Company satisfactory
to such Agent, dated the date of such amendment, supplement,
incorporation or Time of Delivery relating to such sale, as the case
may be, in form satisfactory to such Agent, to the effect that such
Agent may rely on the opinion of such counsel referred to in Section
6(c) hereof which was last furnished to such Agent to the same extent
as though it were dated the date of such letter authorizing reliance
(except that the statements in such last opinion shall be deemed to
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<PAGE>
relate to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such opinion, an opinion of
the same tenor as the opinion of such counsel referred to in Section
6(c) hereof but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date;
(j) That each time the Registration Statement or the
Prospectus shall be amended or supplemented and each time that a
document filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus, in either case to set forth financial
information included in or derived from the Company's consolidated
financial statements or accounting records, and each time the Company
sells Securities to such Agent as principal pursuant to a Terms
Agreement and such Terms Agreement specifies the delivery of a letter
under this Section 4(j) as a condition to the purchase of Securities
pursuant to such Terms Agreement, the Company shall cause the
independent certified public accountants who have certified the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement forthwith to
furnish to such Agent a letter, dated the date of such amendment,
supplement, incorporation or Time of Delivery relating to such sale, as
the case may be, in form satisfactory to such Agent, of the same tenor
as the letter referred to in Section 6(d) hereof but modified to relate
to the Registration Statement and the Prospectus as amended or
supplemented to the date of such letter, with such changes as may be
necessary to reflect changes in the financial statements and other
information derived from the accounting records of the Company, to the
extent such financial statements and other information are available as
of a date not more than five business days prior to the date of such
letter; PROVIDED, HOWEVER, that, with respect to any financial
information or other matter, such letter may reconfirm as true and
correct at such date as though made at and as of such date, rather than
repeat, statements with respect to such financial information or other
matter made in the letter referred to in Section 6(d) hereof which was
last furnished to such Agent;
(k) That each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a Pricing
Supplement), each time a document filed under the Act or the Exchange
Act is incorporated by reference into the Prospectus, and each time the
Company sells Securities to an Agent as principal pursuant to a Terms
Agreement and the applicable Terms Agreement specifies the delivery of
a certificate under this Section 4(k) as a condition to the purchase of
Securities pursuant to such Terms Agreement, the Company shall furnish
or cause to be furnished forthwith to such Agent a certificate, dated
the date of such supplement, amendment, incorporation or Time of
Delivery relating to such sale, as the case may be, in such form and
executed by such officers of the Company as shall be satisfactory to
such Agent, to the effect that the statements contained in the
certificate referred to in Section 6(g) hereof which
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<PAGE>
was last furnished to such Agent are true and correct at such date as
though made at and as of such date (except that such statements shall
be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date) or, in lieu of such certificate,
certificates of the same tenor as the certificates referred to in said
Section 6(g) but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date; and
(l) To offer to any person who has agreed to purchase
Securities as the result of an offer to purchase solicited by such
Agent the right to refuse to purchase and pay for such Securities if,
on the related settlement date fixed pursuant to the Administrative
Procedure, any condition set forth in Section 6(a), 6(e) or 6(f) hereof
shall not have been satisfied (it being understood that the judgment of
such person with respect to the impracticability or inadvisability of
such purchase of Securities shall be substituted, for purposes of this
Section 4(l), for the respective judgments of an Agent with respect to
certain matters referred to in such Sections 6(a), 6(e) and 6(f), and
that such Agent shall have no duty or obligation whatsoever to exercise
the judgment permitted under such Sections 6(a), 6(e) and 6(f) on
behalf of any such person).
5. The Company covenants and agrees with each Agent that the Company
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus, the Prospectus and any Pricing
Supplements and all other amendments and supplements thereto and the mailing and
delivering of copies thereof to such Agent; (ii) the reasonable fees and
expenses of counsel for the Agents in connection with the establishment of the
program contemplated hereby, any opinions to be rendered by such counsel
hereunder and the transactions contemplated hereunder; (iii) the cost of
printing, preparing by word processor or reproducing this Agreement, any Terms
Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any
other documents in connection with the offering, purchase, sale and delivery of
the Securities; (iv) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in
Section 4(b) hereof, including the fees and disbursements of counsel for the
Agents in connection with such qualification and in connection with the Blue Sky
and Legal Investment Surveys; (v) any fees charged by securities rating services
for rating the Securities; (vi) any filing fees incident to any required review
by the National Association of Securities Dealers, Inc. of the terms of the sale
of the Securities; (vii) the cost of preparing the Securities; (viii) the fees
and expenses of any Trustee and any agent of any Trustee and any transfer or
paying agent of the Company and the fees and disbursements of counsel for any
Trustee or such agent in connection with any Indenture and the Securities; (ix)
any advertising expenses connected with the solicitation of offers to purchase
and the sale
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<PAGE>
of Securities so long as such advertising expenses have been approved in advance
by the Company; and (x) all other costs and expenses incident to the performance
of the Company's obligations hereunder which are not otherwise specifically
provided for in this Section. Except as provided in Sections 7 and 8 hereof,
each Agent shall pay all other expenses it incurs.
6. The obligation of any Agent, as agent of the Company, at any time
("Solicitation Time") to solicit offers to purchase the Securities and the
obligation of any Agent to purchase Securities as principal, pursuant to any
Terms Agreement or otherwise, shall in each case be subject, in such Agent's
discretion, to the condition that all representations and warranties and other
statements of the Company herein (and, in the case of an obligation of an Agent
under a Terms Agreement, in or incorporated in such Terms Agreement by
reference) are true and correct at and as of the Commencement Date and any
applicable date referred to in Section 4(k) hereof that is prior to such
Solicitation Time or Time of Delivery, as the case may be, and at and as of such
Solicitation Time or Time of Delivery, as the case may be, the condition that
prior to such Solicitation Time or Time of Delivery, as the case may be, the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) (i) With respect to any Securities sold at or prior to
such Solicitation Time or Time of Delivery, as the case may be, the
Prospectus as amended or supplemented (including the Pricing
Supplement) with respect to such Securities shall have been filed with
the Commission pursuant to Rule 424(b) under the Act within the
applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof;
(ii) no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose
shall have been initiated or expressly threatened by the Commission;
and (iii) all requests for additional information on the part of the
Commission shall have been complied with to the reasonable satisfaction
of such Agent;
(b) Sullivan & Cromwell, counsel to the Agents, shall have
furnished to such Agent (i) such opinion or opinions, dated the
Commencement Date, with respect to the incorporation of the Company,
the validity of the Indenture, the Securities, the Registration
Statement, the Prospectus as amended or supplemented and other related
matters as such Agent may reasonably request, and (ii) if and to the
extent requested by such Agent, with respect to each applicable date
referred to in Section 4(h) hereof that is on or prior to such
Solicitation Time or Time of Delivery, as the case may be, an opinion
or opinions, dated such applicable date, to the effect that such Agent
may rely on the opinion or opinions which were last furnished to such
Agent pursuant to this Section 6(b) to the same extent as though it or
they were dated the date of such letter authorizing reliance (except
that the statements in such last opinion or opinions
16
<PAGE>
shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date) or, in any case,
in lieu of such an opinion or opinions, an opinion or opinions of the
same tenor as the opinion or opinions referred to in clause (i) but
modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to such date; and in each case such counsel
shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;
(c) The General Counsel of the Company, or other counsel for
the Company satisfactory to such Agent, shall have furnished to such
Agent his, her or their written opinion, dated the Commencement Date
and each applicable date referred to in Section 4(i) hereof that is on
or prior to such Solicitation Time or Time of Delivery, as the case may
be, in form and substance satisfactory to such Agent, to the effect
that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, with power and
authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus as amended
or supplemented;
(ii) The Company has authorized capital stock as set forth in
the Prospectus as amended or supplemented and all of the
issued shares of capital stock of the Company have been duly
and validly authorized and issued and are fully paid and
non-assessable;
(iii) To the best of such counsel's knowledge and other than
as set forth or contemplated in the Prospectus, there are no
legal or governmental proceedings pending to which the Company
or any of its consolidated subsidiaries is a party or to which
any property of the Company or any of its consolidated
subsidiaries is the subject which would reasonably be expected
to individually or in the aggregate have a material adverse
effect on the consolidated financial position, stockholders'
equity or results of operations of the Company and its
consolidated subsidiaries; and, to the best of such counsel's
knowledge, no such proceedings are expressly threatened or
contemplated by governmental authorities or expressly
threatened by others;
(iv) This Agreement and any applicable Terms Agreement have
been duly authorized, executed and delivered by the Company;
(v) The Securities have been duly authorized and, when duly
executed, authenticated, issued and delivered by the Company,
will constitute valid and legally binding obligations of the
Company entitled to
17
<PAGE>
the benefits provided by the Indenture; and the Indenture
conforms and the Securities will conform in all material
respects to the descriptions thereof in the Prospectus as
amended or supplemented;
(vi) The Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization,
execution and delivery by the Trustee, constitutes a valid and
legally binding instrument of the Company, enforceable against
the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture
Act;
(vii) The issue and sale of the Securities, the compliance by
the Company with all of the provisions of the Securities, the
Indenture, this Agreement and any applicable Terms Agreement
and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of
any of the material terms or provisions of, or constitute a
default under, any material indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known
to such counsel to which the Company or any of its
consolidated subsidiaries is a party or by which the Company
or any of its consolidated subsidiaries is bound or to which
any of the property or assets of the Company or any of its
consolidated subsidiaries is subject, nor will such action
result in any violation of the provisions of the Restated
Certificate of Incorporation, as amended, of the Company or
the By-Laws of the Company or any statute or any order, rule
or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the
Company or any of its consolidated subsidiaries or any of
their material properties;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body is required for the solicitation
of offers to purchase Securities, the issue and sale of the
Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, any applicable
Terms Agreement, or the Indenture, except such as have been
obtained under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, registrations or
qualifications as may be required under securities or Blue Sky
laws of any state or foreign jurisdiction in connection with
the solicitation by the Agents of offers to purchase
Securities from the Company and with purchases of Securities
by an Agent as principal, as the case may be, in each case in
the manner contemplated hereby;
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<PAGE>
(ix) The documents incorporated by reference in the Prospectus
as amended or supplemented (other than the financial
statements and financial data and related schedules therein,
as to which such counsel need express no opinion), when they
became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and such counsel has no reason to believe that any
of such documents, when they became effective or were so
filed, as the case may be, contained, in the case of a
registration statement which became effective under the Act,
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, or, in the case of
other documents which were filed under the Act or the Exchange
Act with the Commission, an untrue statement of a material
fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made when such documents were so filed,
not misleading; and
(x) The Registration Statement and the Prospectus as amended
and supplemented and any further amendments and supplements
thereto made by the Company prior to the date of such opinion
(other than the financial statements and financial data and
related schedules therein, as to which such counsel need
express no opinion) comply as to form in all material respects
with the requirements of the Act and the Trust Indenture Act
and the rules and regulations thereunder; although such
counsel does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, except for those
referred to in the opinion in subsection (v) of this Section
6(c), such counsel has no reason to believe that, as of its
effective date, the Registration Statement or any amendment or
supplement thereto made by the Company prior to the date of
such opinion (other than the financial statements and
financial data and related schedules therein, as to which such
counsel need express no opinion) contained an untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or that, as of the date of
such opinion, the Prospectus as amended or supplemented (other
than the financial statements and financial data and related
schedules therein, as to which such counsel need express no
opinion) contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
and such counsel does not know of any amendment to the
Registration Statement required to be filed or any contracts
or other documents of a character
19
<PAGE>
required to be filed as an exhibit to the Registration
Statement or required to be incorporated by reference into the
Prospectus as amended or supplemented or required to be
described in the Registration Statement or the Prospectus as
amended or supplemented which are not filed or incorporated by
reference or described as required.
(d) Not later than 10:00 a.m., New York City time, on the
Commencement Date and on each applicable date referred to in Section
4(j) hereof that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, the independent certified public
accountants who have certified the financial statements of the Company
and its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to such Agent a letter,
dated the Commencement Date or such applicable date, as the case may
be, in form and substance satisfactory to such Agent, to the effect set
forth in Annex III hereto;
(e) (i) The Company and its material subsidiaries, taken as a
whole, shall not have sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus, as amended or supplemented, any loss or interference with
their business, taken as a whole, from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, other than as
set forth or contemplated in the Prospectus as amended or supplemented
and (ii) since the respective dates as of which information is given in
the Prospectus as amended or supplemented there shall not have been any
decrease in the capital stock (except as a result of repurchases of
shares of common stock pursuant to the Company's publicly announced
stock repurchase program) or increases in long-term debt of the Company
or any of its subsidiaries in excess of $60 million or any material
adverse change, or any development which is reasonably likely to
involve a material adverse change, in the consolidated financial
position, stockholders' equity or results of operations of the Company
and its material subsidiaries, taken as a whole, otherwise than as set
forth or contemplated in the Prospectus as amended or supplemented, the
effect of which, in any such case described in clause (i) or (ii), is
in the reasonable judgment of such Agent so material and adverse as to
make it impracticable or inadvisable to proceed with the solicitation
by such Agent of offers to purchase Securities from the Company or the
purchase by such Agent of Securities from the Company as principal, as
the case may be, on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(f) There shall not have occurred any of the following: (i) a
material suspension or material limitation in trading in securities
generally or in trading in securities of the Company on the New York
Stock Exchange; (ii) a general
20
<PAGE>
moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; (iii) the outbreak or
escalation of hostilities directly involving the United States or the
declaration by the United States of a national emergency or war, if the
effect of any such event specified in this clause (iii) in the
reasonable judgment of such Agent makes it impracticable or inadvisable
to proceed with the solicitation of offers to purchase Securities or
the purchase of Securities from the Company as principal, pursuant to
the applicable Terms Agreement or otherwise, as the case may be, on the
terms and in the manner contemplated in the Prospectus as amended or
supplemented; or (iv) any downgrading in the rating accorded the
Company's long-term debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act or a public
announcement by any such organization that it has under surveillance or
review, with possible negative implications, its rating of any such
debt securities;
(g) The Company shall have furnished or caused to be furnished
to such Agent certificates of officers of the Company dated the
Commencement Date and each applicable date referred to in Section 4(k)
hereof that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, in such form and executed by such
officers of the Company as shall be satisfactory to such Agent, as to
the accuracy of the representations and warranties of the Company
herein at and as of the Commencement Date or such applicable date, as
the case may be, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to the Commencement
Date or such applicable date, as the case may be, as to the matters set
forth in subsections (a) and (e) of this Section 6, and as to such
other matters as such Agent may reasonably request; and
(h) With respect to any Security denominated in a currency
other than the U.S. dollar, more than one currency or a composite
currency or any Security the principal or interest of which is indexed
to such currency, currencies or composite currency, there shall not
have occurred a suspension or material limitation in foreign exchange
trading in such currency, currencies or composite currency by a major
international bank, a general moratorium on commercial banking
activities in the country or countries issuing such currency,
currencies or composite currency, the outbreak or escalation of
hostilities involving, the occurrence of any material adverse change in
the existing financial, political or economic conditions of, or the
declaration of war or a national emergency by, the country or countries
issuing such currency, currencies or composite currency or the
imposition or proposal of exchange controls by any governmental
authority in the country or countries issuing such currency, currencies
or composite currency.
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7. (a) The Company will indemnify and hold harmless each Agent against
any losses, claims, damages or liabilities, joint or several, to which such
Agent may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, the Prospectus as amended or supplemented or any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such Agent for any legal or other
out-of-pocket expenses reasonably incurred by it in connection with
investigating or defending any such action or claim as such expenses are
incurred; PROVIDED, HOWEVER, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement,
the Prospectus, the Prospectus as amended or supplemented or any other
prospectus relating to the Securities, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by such Agent expressly for use therein; and PROVIDED, FURTHER, that the
foregoing indemnity with respect to any Preliminary Prospectuses shall not inure
to the benefit of any Agent (or to the benefit of any person controlling such
Agent) from whom the person asserting any such losses, claims, damages or
liabilities purchased Securities if such untrue statement or omission or alleged
untrue statement or omission made in any Preliminary Prospectus is eliminated or
remedied in the Prospectus which is required to be delivered pursuant to the Act
and a factual determination has been made that a copy of the Prospectus
(excluding documents incorporated by reference) has not been sent or delivered
to such person at or prior to the written confirmation of the sale of such
Securities to such person.
(b) Each Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use
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<PAGE>
therein; and will reimburse the Company for any legal or other out-of-pocket
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other out-of-pocket expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and each Agent on the
other from the offering of the Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and each Agent on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and each Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of Securities (before
deducting expenses) received by the Company bear to the total commissions or
discounts received by such Agent in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission
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<PAGE>
or alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or by any Agent on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Agent agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by per capita allocation (even
if all Agents were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other out-of-pocket expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), an Agent
shall not be required to contribute any amount in excess of the amount by which
the total public offering price at which the Securities purchased by or through
it were sold exceeds the amount of any damages which such Agent has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11 (f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of each of the Agents under this subsection
(d) to contribute are several in proportion to the respective purchases made by
or through it to which such loss, claim, damage or liability (or action in
respect thereof) relates and are not joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Agent within the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability which such Agent may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.
8. Each Agent, in soliciting offers to purchase Securities from the
Company and in performing the other obligations of such Agent hereunder (other
than in respect of any purchase by an Agent as principal, pursuant to a Terms
Agreement or otherwise), is acting solely as agent for the Company and not as
principal. Each Agent will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Securities from
the Company was solicited by such Agent and has been accepted by the Company,
but such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason. If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and (ii)
24
<PAGE>
notwithstanding such default, pay to the Agent that solicited such offer any
commission to which it would be entitled in connection with such sale.
9. The respective indemnities, agreements, representations, warranties
and other statements by any Agent and the Company set forth in or made pursuant
to this Agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Agent or any controlling person of any Agent, or the Company, or any
officer or director or any controlling person of the Company, and shall survive
each delivery of and payment for any of the Securities.
10. The provisions of this Agreement relating to the solicitation of
offers to purchase Securities from the Company may be suspended or terminated at
any time by the Company as to any Agent or by any Agent as to such Agent upon
the giving of written notice of such suspension or termination to such Agent or
the Company, as the case may be. In the event of such suspension or termination
with respect to any Agent, (x) this Agreement shall remain in full force and
effect with respect to any Agent as to which such suspension or termination has
not occurred, (y) this Agreement shall remain in full force and effect with
respect to the rights and obligations of any party which have previously accrued
or which relate to Securities which are already issued, agreed to be issued or
the subject of a pending offer at the time of such suspension or termination and
(z) in any event, this Agreement shall remain in full force and effect insofar
as the fourth paragraph of Section 2(a), Section 4(d), Section 4(e), Section 5,
Section 7, Section 8 and Section 9 hereof are concerned.
11. Except as otherwise specifically provided herein or in the
Administrative Procedure, all statements, requests, notices and advice hereunder
shall be in writing, or by telephone if promptly confirmed in writing, and, if
to Goldman, Sachs & Co., shall be sufficient in all respects when delivered or
sent by facsimile transmission, overnight express service or certified mail to
85 Broad Street, New York, New York 10004, Facsimile Transmission No. (212)
902-4103, Attention: Registration Department; and, if to Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, shall be sufficient in all
respects when delivered or sent by facsimile transmission, overnight express
service or certified mail to Merrill Lynch World Headquarters, World Financial
Center, North Tower-10th Floor, New York, New York 10281-1310, Attention: MTN
Product Management, Facsimile Transmission No. (212) 449-2234; and, if to J.P.
Morgan Securities Inc., shall be sufficient in all respects when delivered or
sent by facsimile transmission, overnight express service or certified mail to
J.P. Morgan Securities Inc., 60 Wall Street, 3rd Floor, New York, New York
10260, Facsimile Transmission No. (212) 648-5909, Attention: Medium-Term Note
Desk, and, if to . Morgan Stanley & Co. Incorporated, shall be sufficient in all
respects when delivered or sent by facsimile transmission, overnight express
service or certified mail to:
25
<PAGE>
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attn: Manager - Continuously Offered Products
Telephone: (212) 761-4000
Telecopier: (212) 761-0780
with a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
34th Floor
New York, New York 10036
Attn: Peter Cooper - Investment Banking Information Center
Telephone: (212) 761-8385
Telecopier: (212) 761-0260
and, if to Salomon Smith Barney Inc., shall be sufficient in all respects when
delivered or sent by facsimile transmission, overnight express service or
certified mail to Salomon Smith Barney Inc., 7 World Trade Center, New York, New
York 10048, Facsimile Transmission No. (212) 783-2274, Attention: Medium-Term
Note Department; and, if to Warburg Dillon Read LLC., shall be sufficient in all
respects when delivered or sent by facsimile transmission, overnight express
service or certified mail to Warburg Dillon Read LLC, 677 Washington Boulevard,
Stamford, CT 06901, Facsimile Transmission No. (203) 719-0495, Attention:
Syndicate Department; and, if to the Company, shall be sufficient in all
respects when delivered or sent by facsimile transmission, overnight express
service or certified mail to General Mills, Inc., Number One General Mills
Boulevard, Minneapolis, Minnesota 55426, Facsimile Transmission No. (612)
540-4925, Attention: Director, Corporate Finance.
12. This Agreement and any Terms Agreement shall be binding upon, and
inure solely to the benefit of, each Agent and the Company, and to the extent
provided in Section 7, Section 8 and Section 9 hereof, the officers and
directors of the Company and any person who controls any Agent or the Company,
and their respective personal representatives, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any Terms Agreement. No purchaser of any of the Securities through
or from any Agent hereunder shall be deemed a successor or assign by reason of
such purchase.
13. Time shall be of the essence in this Agreement and any Terms
Agreement. As used herein, the term "business day" shall mean any day when the
office of the Commission in Washington, D.C. is normally open for business.
26
<PAGE>
14. This Agreement and any Terms Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
15. This Agreement and any Terms Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be an original, but all of such respective counterparts shall
together constitute one and the same instrument.
27
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts thereof, whereupon this letter and the
acceptance by each of you shall constitute a binding agreement between the
Company and each of you in accordance with its terms.
Very truly yours,
GENERAL MILLS, INC.
By:
-------------
Accepted in New York, New York, as of the date hereof:
GOLDMAN, SACHS & CO.
By:
------------------------
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:
---------------------
J.P. MORGAN SECURITIES INC.
By:
------------------------
MORGAN STANLEY & CO. INCORPORATED
By:
------------------------
28
<PAGE>
SALOMON SMITH BARNEY INC.
By:
------------------------
WARBURG DILLON READ LLC
By:
------------------------
29
<PAGE>
ANNEX I
GENERAL MILLS, INC.
Medium-Term Notes, Series F
Terms Agreement
------------, [----]
[Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004]
[Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch World Headquarters,
World Financial Center,
New York, New York 10281]
[J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260 ]
[Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020]
[Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013]
[Warburg Dillon Read LLC
677 Washington Boulevard,
Stamford, CT 06901]
Ladies and Gentlemen:
General Mills, Inc. (the "Company") proposes, subject to the terms
and conditions stated herein and in the Distribution Agreement, dated
February 28, 1996 (the "Distribution Agreement"), between the Company on the
one hand and Goldman, Sachs & Co., Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated, Salomon Smith
30
NY12532: 256469.4
<PAGE>
Barney Inc., and Warburg Dillon Read LLC (the "Agents") on the other, to issue
and sell to [Goldman, Sachs & Co.][,] [and] [Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated], [J.P. Morgan Securities Inc.] [,]
[and][Morgan Stanley & Co. Incorporated] [,] [Salomon Smith Barney Inc.] [and]
[Warburg Dillon Read LLC] the securities specified in the Schedule hereto (the
"Purchased Securities"). Each of the provisions of the Distribution Agreement
not specifically related to the solicitation by the Agents, as agents of the
Company, of offers to purchase Securities is incorporated herein by reference in
its entirety, and shall be deemed to be part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Nothing
contained herein or in the Distribution Agreement shall make any party hereto an
agent of the Company or make such party subject to the provisions therein
relating to the solicitation of offers to purchase securities from the Company,
solely by virtue of its execution of this Terms Agreement. Each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Terms Agreement, except that each
representation and warranty in Section 1 of the Distribution Agreement which
makes reference to the Prospectus shall be deemed to be a representation and
warranty as of the date of the Distribution Agreement in relation to the
Prospectus (as therein defined), and also a representation and a warranty as of
the date of this Terms Agreement in relation to the Prospectus as amended and
supplemented to relate to the Purchased Securities.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to [Goldman, Sachs & Co.] [,][and] [Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated] [and] [J.P. Morgan Securities Inc.]
[,] [and] [Morgan Stanley & Co. Incorporated] [,] [and] [Salomon Smith Barney
Inc.] [,] [and] [Warburg Dillon Read LLC] [,] [and] [Goldman, Sachs & Co.]
[,][and] [Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated] [,] [and] [J.P. Morgan Securities Inc.] [,] [and] [Morgan Stanley
& Co. Incorporated] [,] [and] [Salomon Smith Barney Inc.] [,] [and] [Warburg
Dillon Read LLC] agree[s] to purchase from the Company, the Purchased
Securities, at the time and place, in the principal amount and at the purchase
price set forth in the Schedule hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us three counterparts hereof, and upon acceptance hereof by you
this letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
31
NY12532: 256469.4
<PAGE>
GENERAL MILLS, INC.
By
-----------------
Accepted:
[GOLDMAN, SACHS & CO.]
By:
------------------------
[MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED]
By:
------------------------
[J.P. MORGAN SECURITIES INC.]
By:
------------------------
[MORGAN STANLEY & CO. INCORPORATED]
By:
------------------------
[SALOMON SMITH BARNEY INC.]
By:
------------------------
[WARBURG DILLON READ LLC]
By:
------------------------
32
NY12532: 256469.4
<PAGE>
Schedule to Annex I
TITLE OF PURCHASED SECURITIES:
[ %] [Medium-Term Notes]
SPECIFIED CURRENCY (IF OTHER THAN U.S. DOLLARS):
AGGREGATE PRINCIPAL AMOUNT:
[$ or units of the Specified Currency indicated above] [Price
to Public]
PURCHASE PRICE BY [GOLDMAN, SACHS & CO.] [,] [AND] [MERRILL LYNCH & CO., MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED] [,] [J.P. MORGAN SECURITIES INC.]
[AND] [,] [AND] [MORGAN STANLEY & CO. INCORPORATED] [,] [AND] [SALOMON SMITH
BARNEY INC.] [,] [AND] [WARBURG DILLON READ LLC.] :
[ %] of the principal amount of the Purchased Securities [, plus
accrued interest from _______ to ________] [and accrued amortization, if any,
from _________ to _______]
METHOD OF AND SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[By Certified or official bank check or checks, payable to the order of
the Company, in [[New York] Clearing House] [immediately available] funds]
[By wire transfer to a bank account specified by the Company in [next
day] [immediately available] funds]
INDENTURE:
Indenture, dated as of [ ], as supplemented, between
the Company and First Trust Illinois, National Association, as Trustee
FORM OF PURCHASED SECURITIES:
[Registered form only] [Temporary global security, to be followed by
definitive securities in registered form] [Global form only]
TIME OF DELIVERY:
CLOSING LOCATION:
I-1
NY12532: 256469.4
<PAGE>
MATURITY:
DENOMINATIONS (IF OTHER THAN U.S. DOLLARS):
INTEREST RATE:
[Fixed Rate Note: %]
[Floating Rate Note:
Interest Rate Basis:
Index Maturity:
Spread or Spread Multiplier:
Maximum Rate: %
Minimum Rate: %
Initial Interest Rate: %
Interest Reset Dates:
Calculation Dates:
Interest Determination Dates:
Record Dates:
Calculation Agent
(if other than First Trust of Illinois, National Association):]
INTEREST PAYMENT DATES:
[months and dates]
[INDEXED NOTE:
Indexed Currency or Commodity:
Base Rate:]
DOCUMENTS TO BE DELIVERED:
The following documents referred to in the Distribution Agreement shall
be delivered as a condition to the Closing:
[(1) The opinion or opinions of counsel to the Agents referred to in
Section 4(h). ]
[(2) The opinion of counsel to the Company referred to in Section 4(i).]
[(3) The accountants' letter referred to in Section 4(j).]
[(4) The officers' certificate referred to in Section 4(k).]
OTHER PROVISIONS (INCLUDING SYNDICATE PROVISIONS, IF APPLICABLE):
I-2
NY12532: 256469.4
<PAGE>
ANNEX II
GENERAL MILLS, INC.
ADMINISTRATIVE PROCEDURE
This Administrative Procedure relates to the Securities defined in the
Distribution Agreement, dated ___________ ___, 1999 (the "Distribution
Agreement"), between General Mills, Inc. (the "Company") and Goldman, Sachs &
Co., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., and Warburg Dillon Read LLC (together, the "Agents"), to which this
Administrative Procedure is attached as Annex II. Defined terms used herein and
not defined herein shall have the meanings given such terms in the Distribution
Agreement, the Prospectus as amended or supplemented or the Indenture as amended
or supplemented. To the extent any procedure set forth below conflicts with the
provisions of the Securities, the Indenture or the Distribution Agreement, the
relevant provisions of the Securities, the Indenture and the Distribution
Agreement shall control.
The procedures to be followed with respect to the settlement of sales
of Securities directly by the Company to purchasers solicited by an Agent, as
agent, are set forth below. Part I below describes procedures of general
applicability with respect to such Securities. Part II below describes
procedures specifically and exclusively applicable (any procedure in Part I
below to the contrary notwithstanding) to such Securities which are either
Global Securities or Book-Entry Securities (each as defined below). The terms
and settlement details related to a purchase of Securities by an Agent, as
principal, from the Company will be set forth in a Terms Agreement pursuant to
the Distribution Agreement, unless the Company and such Agent otherwise agree as
provided in Section 2(b) of the Distribution Agreement, in which case the
procedures to be followed in respect of the settlement of such sale will be as
set forth below. An Agent, in relation to a purchase of a Security by a
purchaser solicited by such Agent, is referred to herein as the "Selling Agent"
and, in relation to a purchase of a Security by such Agent as principal other
than pursuant to a Terms Agreement, as the "Purchasing Agent".
The Company will advise each Agent in writing of those persons with
whom such Agent is to communicate regarding offers to purchase Securities and
the related settlement details.
Each Security will be issued only in fully registered form and will be
represented by either a global certificate (a "Global Certificate") delivered to
the Trustee, as agent for The Depository Trust Company (the "Depositary") and
recorded in the book-entry system maintained by the Depositary (a "Book-Entry
Note") or a certificate (a "Definitive Certificate") delivered to a person
designated by an Agent.
II-1
<PAGE>
The Company has appointed First Trust of Illinois, National
Association, as trustee under the Indenture (the "Trustee"), as Calculation
Agent (the "Calculation Agent") and as Exchange Rate Agent (the "Exchange Rate
Agent") for the Securities.
PART I: PROCEDURES OF GENERAL APPLICABILITY
POSTING RATES BY COMPANY:
The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Securities that may be
sold as a result of the solicitation of offers by an Agent. The Company may
establish a fixed set of interest rates and Maturities for an offering period
("posting"). If the Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.
ACCEPTANCE OF OFFERS BY COMPANY:
Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Securities, other than
those rejected by such Agent. Each Agent may, in its discretion reasonably
exercised, reject any offer received by it in whole or in part. Each Agent also
may make offers to the Company to purchase Securities as a Purchasing Agent. The
Company will have the sole right to accept offers to purchase Securities and may
reject any such offer in whole or in part.
The Company will promptly notify the Selling Agent or Purchasing Agent,
as the case may be, of its acceptance or rejection of an offer to purchase
Securities. If the Company accepts an offer to purchase Securities, it will
confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as
the case may be, and the Trustee.
COMMUNICATION OF SALE INFORMATION TO COMPANY BY SELLING AGENT:
After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate the following details of
the terms of such offer (the "Sale Information") to the Company by telephone
confirmed in writing or by facsimile transmission or other acceptable written
means:
(1) Principal amount of Securities to be purchased;
(2) If a Fixed Rate Note, the interest rate;
(3) Maturity Date;
(4) Specified Currency and, if the Specified Currency is other than
U.S. dollars, the applicable Exchange Rate for such Specified
Currency;
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<PAGE>
(5) Issue Price;
(6) Selling Agent's commission or Purchasing Agent's discount, as the
case may be;
(7) Net proceeds to the Company;
(8) Settlement Date;
(9) If a Security redeemable by either the Company or a Holder, such
of the following as are applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par),
(iii) Amount (% of par) that the Redemption Price shall
decline (but not below par) on each anniversary of
the Redemption Commencement Date, and
(iv) the last date on which any such right of redemption
may be exercised;
(10) If a Floating Rate Note, such of the following as are applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) Maximum Rate,
(v) Minimum Rate,
(vi) Initial Interest Rate,
(vii) Interest Reset Dates,
(viii) Calculation Dates,
(ix) Interest Determination Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(11) If the amount of principal payable on a Security will be
determined by reference to an index or formula, a full description of such index
or formula;
(12) If an OID Note, the total amount of OID, the Yield to Maturity and
the initial accrual period of OID;
(13) Name, address and taxpayer identification number of the
registered owner;
II-3
<PAGE>
(14) Denomination of certificates to be delivered at settlement;
and
(15) Global Certificate or Definitive Certificate.
PREPARATION OF PRICING SUPPLEMENT BY COMPANY:
If the Company accepts an offer to purchase a Security, it will prepare
a Pricing Supplement. Provided the Selling Agent or Purchasing Agent, as the
case may be, supplies to the Company, by facsimile transmission any information
needed by the Company prior to 5:00 p.m., New York City time, on the date of
acceptance of the offer, the Company will supply, by facsimile transmission, a
copy of the Pricing Supplement to the Selling Agent or Purchasing Agent, as the
case may be, not later than 10:00 a.m., New York City time, on the business day
in New York following the date of acceptance of such offer.
If Goldman, Sachs & Co. is Selling Agent or Purchasing Agent, deliveries of the
Pricing Supplement should be made to:
Goldman, Sachs & Co.
85 Broad Street
27th Floor
New York, New York 10004
Attn: Medium-Term Note Trading Desk
Telephone: (212) 902-1482
Telecopies: (212) 902-0658
In addition, if Merrill Lynch, Pierce, Fenner & Smith Incorporated is Selling
Agent or Purchasing Agent, the Company will deliver a completed Pricing
Supplement, via facsimile transmission or next day mail or to arrive no later
than 11:00 a.m. on the Business Day following the trade date, to the Presenting
Agent at the following locations:
Merrill Lynch & Co.:
For overnight, express, or special delivery packages ONLY:
Tritech Services
44B Colonial Drive
Piscataway, NJ 08854
Attn: Prospectus Operations/Nachman Kimerling
Tel: (732) 885-2769
Telecopy: (732) 885-2774/2775/2776
II-4
<PAGE>
also, for record keeping purposes, please send a copy to:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, NY 10281-1310
Attn: MTN Product Management
Tel: (212) 449-7476
Telecopy: (212) 449-2234
If J.P. Morgan Securities Inc. is Selling Agent or Purchasing Agent, deliveries
of the Pricing Supplement should be made to
J.P. Morgan Securities Inc.
60 Wall Street
3rd Floor
New York, New York 10260
Attn: Medium-Term Note Desk
Telecopy: (212) 648-5909
If Morgan Stanley & Co. Incorporated is Selling Agent or Purchasing Agent,
deliveries of the Pricing Supplement should be made to:
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attn: Medium-Term Note Trading Desk, Carlos Cabrera
Telephone: (212) 761-4000
Telecopies: (212) 761-0570
If Salomon Smith Barney Inc. is Selling Agent or Purchasing Agent, deliveries of
the Pricing Supplement should be made to:
Salomon Smith Barney Inc.
Brooklyn Army terminal
140 58th street, 5th Floor
Brooklyn, NY 11220
Attn: Diane Graham
Telephone: (718) 765-6736
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<PAGE>
Telecopy: (718) 765-6734
If Warburg Dillon Read LLC is Selling Agent or Purchasing Agent, deliveries of
the Pricing Supplement should be made to :
Warburg Dillon Read LLC
677 Washington Boulevard
Stamford, CT 06901
Telecopy: (203) 719-0495
Attention: Syndicate Desk
The Company will arrange to have the Pricing Supplement filed with the
Commission by electronic submission not later than the close of business of the
Commission on the fifth business day following the date on which such Pricing
Supplement is first used.
DELIVERY OF CONFIRMATION AND PROSPECTUS TO PURCHASER BY SELLING AGENT:
The Selling Agent will deliver to the purchaser of a Security a written
confirmation of the sale and delivery and payment instructions. In addition, the
Selling Agent will deliver to such purchaser or its agent the Prospectus as
amended or supplemented (including the Pricing Supplement) in relation to such
Security prior to or together with the earlier of the delivery to such purchaser
or its agent of (a) the confirmation of sale (including, in the case of a
Book-Entry Security, the confirmation through the Depositary's Institutional
Delivery System) or (b) the Security.
DATE OF SETTLEMENT:
All offers solicited by a Selling Agent or made by a Purchasing Agent
and accepted by the Company will be settled on a date (the "Settlement Date")
which is the third business day after the date of acceptance of such offer,
unless the Company and the purchaser agree to settlement (a) on any other
business day after the acceptance of such offer or (b) with respect to an offer
accepted by the Company prior to 10:00 a.m., New York City time, on the date of
such acceptance.
INSTRUCTION FROM COMPANY TO TRUSTEE FOR PREPARATION OF SECURITIES:
After receiving the Sale Information from the Selling Agent or
Purchasing Agent, as the case may be, the Company will communicate such Sale
Information to the Trustee by telephone (confirmed in writing) or by facsimile
transmission or other acceptable electronic or written means.
The Company will instruct the Trustee by facsimile transmission or
other acceptable electronic or written means to authenticate and deliver the
Securities no later than 2:15 p.m., New York City time, on the Settlement Date.
Such instruction will
II-6
<PAGE>
be given by the Company prior to 3:00 p.m., New York City time, on the business
day prior to the Settlement Date unless the Settlement Date is the date of
acceptance by the Company of the offer to purchase Securities in which case such
instruction will be given by the Company by 10:00 a.m., New York City time.
PREPARATION AND DELIVERY OF SECURITIES BY TRUSTEE AND RECEIPT OF PAYMENT
THEREFOR:
The Trustee will prepare each Security and appropriate receipts that
will serve as the documentary control of the transaction.
With respect to Definitive Certificates, upon receiving the Sale
Information from the Selling Agent or the Purchasing Agent, as the case may be,
the Trustee will obtain a CUSIP number from the CUSIP Service Bureau for
assignment to the Definitive Certificates representing the Notes. Such CUSIP
number must be obtained by 12:00 noon on the trade date; or, if a sale is to be
settled more than one Business Day after the trade date, by 12:00 noon on the
first Business Day after such sale date; or, if a sale of a Floating Rate Note
is to be settled more than one Business Day after the trade date and the initial
interest rate for the Floating Rate Note is not known at the time that the Sale
Information is received, by 11:00 a.m. on the second Business Day before the
Settlement Date.
In the case of a sale of Securities to a purchaser solicited by an
Agent, the Trustee will, by 2:15 p.m., New York City time, on the Settlement
Date, deliver the Securities to the Selling Agent for the benefit of the
purchaser of such Securities against delivery by the Selling Agent of a receipt
therefor. On the Settlement Date the Selling Agent will deliver payment for such
Securities in immediately available funds to the Company in an amount equal to
the issue price of the Securities less the Selling Agent's commission; PROVIDED
that the Selling Agent reserves the right to withhold payment for which it has
not received funds from the purchaser. The Company shall not use any proceeds
advanced by a Selling Agent to purchase or carry any margin securities in
violation of Regulations G, T, U or X of the Federal Reserve Board or otherwise
in violation of law.
In the case of a sale of Securities to a Purchasing Agent, the Trustee
will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the
Securities to the Purchasing Agent against delivery of payment for such
Securities in immediately available funds to the Company in an amount equal to
the issue price of the Securities less the Purchasing Agent's discount.
FAILURE OF PURCHASER TO PAY SELLING AGENT:
If a purchaser (other than a Purchasing Agent) fails to make payment to
the Selling Agent for a Security, the Selling Agent will promptly notify the
Trustee and the Company thereof by telephone (confirmed in writing) or by
facsimile transmission or other acceptable written means. The Selling Agent will
immediately return the Security
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to the Trustee. Immediately upon receipt of such Security by the Trustee, the
Company will return to the Selling Agent an amount equal to the amount
previously paid to the Company in respect of such Security. The Company will
reimburse the Selling Agent on an equitable basis for its loss of the use of
funds during the period when they were credited to the account of the Company.
The Trustee will cancel the Security in respect of which the failure
occurred, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Security.
BUSINESS DAY:
"Business Day" means (1) with respect to any Note, each Monday,
Tuesday, Wednesday, Thursday and Friday which, is (a) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (b) if the Note is denominated
in a Specified Currency other than United States dollars not a day on which
banking institutions are authorized or obligated by law, regulation or executive
order to close in the financial center of the country issuing the Specified
Currency, and (2) with respect to LIBOR Notes only, any such Business Day which
is also a London Business Day. As used in the preceding sentence, "financial
center" means the capital city of the country issuing the Specified Currency
except that with respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the
"financial center" shall be the City of New York, Sydney, Toronto, Frankfurt,
Amsterdam, Milan and Zurich, respectively, and with respect to the lawful
currency of the member states of the European Union that adopt the single
currency in accordance with the Treaty establishing the European Community, as
amended by the Treaty on European Union (the "Euro"), the "financial center"
shall be London and Luxembourg. "London Business Day" means any day (a) if the
LIBOR Currency is other than the Euro, on which dealings in deposits in such
LIBOR Currency are transacted in the London interbank market or (b) if the LIBOR
Currency is the Euro, any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open. "LIBOR Currency"
means, with respect to any Notes, the currency (including composite currencies)
specified in the Pricing Supplement applicable to such Notes as the currency for
which LIBOR shall be calculated; provided, that if no such currency is specified
in such Pricing Supplement, the LIBOR Currency shall be United States dollars.
PART II: PROCEDURES APPLICABLE TO BOOK-ENTRY
SECURITIES AND GLOBAL SECURITIES
In connection with the qualification of Book-Entry Securities for
eligibility in the book-entry system maintained by the Depositary, the Trustee
will perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter of
Representations from the Company and the
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Trustee to the Depositary, dated February 28, 1996, and a Medium-Term Note
Certificate Agreement entered between the Trustee and the Depositary (the
"Certificate Agreement"), and the Trustee's obligations as a participant in the
Depositary, including the Depositary's Same-Day Funds Settlement System
("SDFS"). It is understood that the ownership interests of purchasers of
Book-Entry Securities will be credited to the book-entry accounts of one or more
participants in the Depositary (each a "Participant") in accordance with the
Depositary's customary practices and reflected in the records of such
Participants or one or more indirect participants in the Depositary designated
by such purchasers in accordance with the arrangements between such purchasers
and such Participants and indirect participants.
ISSUANCE: All Fixed Rate Notes which are Book-Entry Securities and have
the same Original Issue Date, redemption provisions, repayment provisions,
Interest Payment Dates, interest rate, interest payment periods, Specified
Currency and Stated Maturity (collectively, the "Fixed Rate Terms") will be
represented initially by a single Global Certificate in fully registered form
without coupons; all Floating Rate Notes which are Book-Entry Securities and
have the same Original Issue Date, redemption provisions, repayment provisions,
Interest Payment Dates, interest payment periods, Interest Rate Basis, Initial
Interest Rate, Index Maturity, Spread or Spread Multiplier, if any, Minimum
Interest Rate, if any, Maximum Interest Rate, if any, Specified Currency and
Stated Maturity (collectively, the "Floating Rate Terms") will be represented
initially by a single Global Certificate in fully registered form without
coupons; and all Zero Coupon Notes which are Book-Entry Securities and have the
same Original Issue Date, redemption provisions, repayment provisions, Yield to
Maturity, Specified Currency and Stated Maturity (collectively, the "Zero Coupon
Terms") will be represented initially by a single Global Certificate in fully
registered form without coupons.
IDENTIFICATION: The Company has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP Service Bureau") for reservation of
approximately 900 CUSIP numbers which have been reserved for and relating to
Book-Entry Securities, and the Company has delivered to the Trustee and the
Depositary such list of such CUSIP numbers. The Company will assign CUSIP
numbers to Book-Entry Securities as described below under Settlement Procedure
B. The Depositary will notify the CUSIP Service Bureau periodically of the CUSIP
numbers that the Company has assigned to Book-Entry Securities. The Company
will, at any time it deems necessary, reserve additional CUSIP numbers for
assignment to Book-Entry Securities. Upon obtaining such additional CUSIP
numbers, the Company will deliver a list of such additional numbers to the
Trustee and the Depositary. Book-Entry Securities having an aggregate principal
amount in excess of $200,000,000 will be represented by two or more Global
Certificates which shall all be assigned the same CUSIP number.
REGISTRATION: Each Global Certificate will be registered in the name of
Cede & Co., as nominee for the Depositary, on the register maintained by the
Trustee under the Indenture. On the first Business Day of each month, the
Trustee will deliver to the
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Company a written statement indicating the total principal amount of Outstanding
Book-Entry Securities as of the immediately preceding Business Day.
TRANSFERS: Transfers of interests in a Book-Entry Security will be
effected in accordance with arrangements in effect between Participants (and in
certain cases, one or more indirect participants in the Depositary) and the
beneficial transferors and beneficial transferees of such Book-Entry Security,
and the interests of Participants therein will be reflected as appropriate by
book entries made by the Depositary.
EXCHANGES: The Trustee may deliver to the Depositary and the CUSIP
Service Bureau at any time a written notice specifying (a) the CUSIP numbers of
two or more Global Certificates for outstanding Book-Entry Securities having the
same Fixed Rate Terms, Floating Rate Terms or Zero Coupon Terms, as the case may
be (except that Original Issue Dates need not be the same), and for which
interest (if any) has been paid to the same date; (b) a date, occurring at least
30 days after such written notice is delivered and at least 30 days before the
next Interest Payment Date (if any) for such Book-Entry Securities, on which
such Global Certificates shall be exchanged for a single replacement Global
Certificate; and (c) a new CUSIP number, obtained from the Company, to be
assigned to such replacement Global Certificate. Upon receipt of such a notice,
the Depositary will send to its participants (including the Trustee) a written
reorganization notice to the effect that such exchange will occur on such date.
Prior to the specified exchange date, the Trustee will deliver to the CUSIP
Service Bureau written notice setting forth such exchange date and the new CUSIP
number and stating that, as of such exchange date, the CUSIP numbers of the
Global Certificates to be exchanged will no longer be valid. On the specified
exchange date, the Trustee will exchange such Global Certificates for a single
Global Certificate bearing the new CUSIP number, and the CUSIP numbers of the
exchanged Global Certificates will, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned. Notwithstanding the
foregoing, if the Global Certificates to be exchanged exceed $200,000,000 in
aggregate principal amount, one replacement Global Certificate will be
authenticated and issued to represent each $200,000,000 of principal amount of
the exchanged Global Certificates and an additional Global Certificate will be
authenticated and issued to represent any remaining principal amount of such
Global Certificates (see "Denominations" below).
DENOMINATIONS: Unless otherwise specified in the applicable Pricing
Supplement, Book-Entry Securities will be issued in denominations of $1,000 and
any integral multiples thereof. Global Certificates will be denominated in
principal amounts not in excess of $200,000,000. If one or more Book-Entry
Securities having an aggregate principal amount in excess of $200,000,000 would,
but for the preceding sentence, be represented by a single Global Certificate,
then one Global Certificate will be issued to represent each $200,000,000
principal amount of such Book-Entry Security or Book-Entry Securities and an
additional Global Certificate will be issued to represent any remaining
principal amount of such Book-Entry Security or Book-Entry Securities. In
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such a case, each of the Global Certificates representing such Book-Entry
Security or Securities shall be assigned the same CUSIP number.
INTEREST: GENERAL. The Depositary will arrange for each pending deposit
message described under Settlement Procedure C below to be transmitted to
Standard & Poor's Corporation, which will use the message to include certain
information regarding the related Book-Entry Notes on the appropriate daily bond
report published by Standard & Poor's Corporation.
NOTICE OF INTEREST PAYMENTS AND REGULAR RECORD DATES. On the first
Business Day of January, April, July and October of each year, the Trustee will
deliver to the Company and the Depositary a written list of Regular Record Dates
and Interest Payment Dates that will occur during the six-month period beginning
on such first Business Day with respect to Book-Entry Securities which are
Floating Rate Notes. Promptly after each Interest Determination Date for
Book-Entry Securities which are Floating Rate Notes, the Trustee will notify
Standard & Poor's Corporation of the interest rates determined on such Interest
Determination Date.
PAYMENTS OF PRINCIPAL AND INTEREST: PAYMENTS OF INTEREST ONLY. Promptly
after each Regular Record Date, the Trustee will deliver to the Company and the
Depositary a written notice specifying by CUSIP number the amount of interest
(if any) to be paid on each Book-Entry Security on the following Interest
Payment Date (other than an Interest Payment Date coinciding with the Stated
Maturity) and the total of such amounts. The Depositary will confirm the amount
payable (if any) on each Book-Entry Security on such Interest Payment Date by
reference to the daily bond reports published by Standard & Poor's Corporation.
On such Interest Payment Date, the Company will pay to the Trustee, as Paying
Agent, and the Trustee in turn will pay to the Depositary, such total amount of
interest due (other than at Stated Maturity), at the times and in the manner set
forth below under "Manner of Payment."
PAYMENTS AT STATED MATURITY. On or about the first Business Day of each
month, the Trustee will deliver to the Company and the Depositary a written list
of principal, premium, if any, and interest to be paid on each Book-Entry
Security maturing either at Stated Maturity or on a Redemption Date or repayment
date in the following month.
The Trustee, the Company and the Depositary will confirm the amounts of
such principal, premium (if any) and interest payments with respect to each such
Book-Entry Security on or about the fifth Business Day preceding the Stated
Maturity of such Book-Entry Security. At such Stated Maturity, the Company will
pay to the Trustee, and the Trustee in turn will pay to the Depositary, the
principal amount of such Book-Entry Security, together with interest and
premium, if any, due at such Stated Maturity, at the times and in the manner set
forth below under "Manner of Payment." Promptly after payment to the Depositary
of the principal, interest and premium, if any, due at the Stated Maturity of
all Book-Entry Securities represented by a particular Global Certificate, the
Trustee will cancel such Global Certificate, make appropriate entries in
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its records and, unless otherwise instructed by the Company, destroy such Global
Certificate.
MANNER OF PAYMENT. The total amount of any principal, premium and
interest due on Book-Entry Securities on any Interest Payment Date or at Stated
Maturity shall be paid by the Company to the Trustee, as Paying Agent, in funds
immediately available for use by the Trustee as of 9:30 a.m., New York City
time, on such date. The Company will make such payment on such Book-Entry
Securities by wire transfer to the Trustee or by instructing the Trustee to
withdraw funds from an account maintained by the Company at the Trustee. The
Company will confirm such instructions in writing to the Trustee. For maturity,
redemption and other principal payments, prior to 10:00 a.m., New York City
time, on each Stated Maturity or other such date or as soon as possible
thereafter, the Trustee will pay by separate wire transfer (using Fedwire
message entry instructions in a form previously specified by the Depositary) to
an account at the Federal Reserve Bank of New York previously specified by the
Depositary, in funds available for immediate use by the Depositary, each payment
of interest, principal and premium, if any, due on Book-Entry Securities on such
date; and for interest payments, the Trustee will pay the Depositary in same day
funds on the Interest Payment Date in accordance with existing arrangements
between the Trustee and the Depositary. Thereafter on each such date, the
Depositary will pay, in accordance with its SDFS operating procedures then in
effect, such amounts in funds available for immediate use to the respective
Participants in whose names such Book-Entry Securities are recorded in the
book-entry system maintained by the Depositary. Once payment has been made to
the Depositary, neither the Company nor the Trustee shall have any
responsibility or liability for the payment by the Depositary of the principal
of, or premium, if any, or interest on, the Book-Entry Securities to such
Participants.
WITHHOLDING TAXES. The amount of any taxes required under applicable
law to be withheld from any interest payment on a Book-Entry Security will be
determined and withheld by the Participant, indirect participant in the
Depositary or other Person responsible for forwarding payments and materials
directly to the beneficial owner of such Book-Entry Security, or as applicable
law may otherwise require.
SETTLEMENT PROCEDURES: Settlement Procedures with regard to each Book-Entry
Security sold by each Agent, as agent of the Company, will be as follows:
A. After the acceptance of an offer by the Company with respect to a
Book-Entry Security, the Selling Agent or Purchasing Agent, as the case may be,
will communicate the following details of the terms of such offer (the
"Book-Entry Sale Information") to the Company by telephone confirmed in writing
or by facsimile transmission or other acceptable written means:
(1) Principal amount of the Book-Entry Security to be
purchased;
(2) If a Fixed Rate Note, the interest rate;
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(3) Stated Maturity;
(4) Specified Currency and, if the Specified Currency is
other than U.S. dollars, the applicable exchange rate
for such Specified Currency;
(5) Issue price;
(6) Selling Agent's commission or Purchasing Agent's
discount, as the case may be;
(7) Net proceeds to the Company;
(8) Settlement Date;
(9) If a Security redeemable by either the Company or a
holder, such of the following as are applicable:
(i) Redemption Commencement Date,
(ii) Initial Redemption Price (% of par),
(iii) Amount (% of par) that the Redemption Price
shall decline (but not below par) on each
anniversary of the Redemption Commencement
Date, and
(iv) The last date on which any such right of
redemption may be exercised;
(10) If a Floating Rate Note, such of the following as are
applicable:
(i) Interest Rate Basis,
(ii) Index Maturity,
(iii) Spread or Spread Multiplier,
(iv) Maximum Interest Rate,
(v) Minimum Interest Rate,
(vi) Initial Interest Rate,
(vii) Interest Rate Reset Period,
(viii) Calculation Dates,
(ix) Interest Calculation Dates,
(x) Interest Payment Dates,
(xi) Regular Record Dates, and
(xii) Calculation Agent;
(11) If the amount of principal payable on a Security will
be determined by reference to an index or formula, a
full description of such index or formula;
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(12) If an OID Note, the total amount of OID, the Yield to
Maturity and the initial accrual period of OID;
(13) The taxpayer identification number of the purchaser;
(14) Denomination of certificates to be delivered at
settlement; and
(15) Global Certificate or Definitive Certificate.
B. Upon receiving the Book-Entry Sale Information from the Selling
Agent or the Purchasing Agent, as the case may be, the Company will assign a
CUSIP number to the Global Certificate representing such Book-Entry Security and
then as soon as practicable advise the Trustee by telephone (confirmed by
facsimile transmission) of the Book-Entry Sale Information received from the
Selling Agent or the Purchasing Agent, as the case may be, such CUSIP number and
the name of such Agent.
C. The Trustee will communicate to the Depositary, such Agent and
Standard & Poor's Corporation, through the Depositary's Participant Terminal
System, a pending deposit message specifying the following settlement
information:
(1) The Book-Entry Sale Information.
(2) Identification numbers of the participant accounts
maintained by the Depositary on behalf of the Trustee
and such Agent.
(3) Identification as a Fixed Rate Note, Floating Rate
Note or Zero Coupon Note.
(4) Initial Interest Payment Date for such Security,
number of days by which such date succeeds the
related record date for Depositary purposes (or, in
the case of Floating Rate Notes which reset daily or
weekly, the date five calendar days preceding the
Interest Payment Date) and, if then calculable, the
amount of interest payable on such Interest Payment
Date (which amount shall have been confirmed by the
Trustee).
(5) CUSIP number of the Global Certificate representing
such Book-Entry Security.
(6) Whether such Global Certificate will represent any
other Book-Entry Securities issued or to be issued
(to the extent then known).
D. The Company will complete and deliver to the Trustee a Global
Certificate representing such Book-Entry Security, and the Company will instruct
the Trustee by facsimile transmission or other acceptable written means to
authenticate such Global
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Certificate, to register such Global Certificate in the name of Cede & Co., as
nominee of the Depositary, and to effect delivery thereof to the Depositary by
the Trustee's possession of such authenticated Global Certificate as agent for
the Depositary.
E. The Trustee will authenticate the Global Certificate representing
such Book-Entry Security, register such Global Certificate in the name of Cede &
Co., as nominee of the Depositary, and take delivery thereof as agent for the
Depositary.
F. The Depositary will credit such Book-Entry Security to the
participant account of the Trustee maintained by the Depositary.
G. The Trustee will enter an SDFS deliver order through the
Depositary's Participant Terminal System instructing the Depositary (i) to debit
such Book-Entry Security to the Trustee's participant account and credit such
Book-Entry Security to the participant account of the Selling Agent or the
Purchasing Agent, as the case may be, maintained by the Depositary and (ii) to
debit the settlement account of the Selling Agent or the Purchasing Agent, as
the case may be, and credit the settlement account of the Trustee maintained by
the Depositary, in an amount equal to the price of such Book-Entry Security less
such Agent's commission or discount, as the case may be. Any entry of such a
deliver order shall be deemed to constitute a representation and warranty by the
Trustee to the Depositary that (i) the Global Certificate representing such
Book-Entry Note has been issued, authenticated and delivered and (ii) the
Trustee is holding such Global Certificate pursuant to the Medium-Term Note
Certificate Agreement between the Trustee and the Depositary.
H. The Selling Agent or the Purchasing Agent, as the case may be, will
enter an SDFS deliver order through the Depositary's Participant Terminal System
instructing the Depositary (i) to debit such Book-Entry Security to the
participant account of such Agent and credit such Book-Entry Security to the
participant accounts of the Participants with respect to such Book-Entry
Security maintained by the Depositary and (ii) to debit the settlement accounts
of such Participants and credit the settlement account of such Agent maintained
by the Depositary in an amount equal to the price of such Book-Entry Security.
I. Transfers of funds in accordance with SDFS deliver orders described
in Settlement Procedures G and H will be settled in accordance with SDFS
operating procedures in effect on the Settlement Date.
J. The Trustee will credit to an account of the Company maintained at
the Trustee funds available for immediate use in the amount transferred to the
Trustee in accordance with Settlement Procedure G.
K. The Trustee will send a copy of the Global Certificate by
first-class mail to the Company together with a statement setting forth the
principal amount of Securities Outstanding and of Book-Entry Securities
Outstanding as of the related Settlement
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Date after giving effect to such transaction and all other offers to purchase
Securities of which the Company has advised the Trustee but which have not yet
been settled.
L. The Selling Agent or the Purchasing Agent, as the case may be, will
confirm the purchase of such Book-Entry Security to the purchaser either by
transmitting to the Participants with respect to such Book-Entry Security a
confirmation order through the Depositary's Participant Terminal System or by
mailing a written confirmation to such purchaser.
M. Notwithstanding the foregoing, the Selling Agent shall in all cases
take the actions described under the caption "Delivery of Confirmation and
Prospectus to Purchaser by Selling Agent" in Part I of this Administrative
Procedure, at the time or times specified under such caption for such actions.
SETTLEMENT PROCEDURES TIMETABLE: For orders of Book-Entry Securities accepted by
the Company, Settlement Procedures "A" through "L" set forth above shall be
completed as soon as possible but not later than the respective times (New York
City time) set forth below:
Settlement
PROCEDURE TIME
A 11:00 a.m. on the trade date
B 12:00 Noon on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business Day before
Settlement Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H 2:00 p.m. on Settlement Date
I 4:45 p.m. on Settlement Date
J-K 5:00 p.m. on Settlement Date
If a sale is to be settled more than one Business Day after the trade
date, Settlement Procedures A, B, and C may, if necessary, be completed at any
time prior to the specified times on the first Business Day after such sale
date. In connection with a sale which is to be settled more than one Business
Day after the trade date, if the initial interest rate for a Floating Rate Note
is not known at the time that Settlement Procedure A is completed, Settlement
Procedures B and C shall be completed as soon as such rates have been
determined, but no later than 11:00 a.m. and 2:00 p.m., New York City time,
respectively, on the second Business Day before the Settlement Date. Settlement
Procedure I is subject to extension in accordance with any extension of Fedwire
closing deadlines and in the other events specified in the SDFS operating
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procedures in effect on the settlement date. If settlement of a Book-Entry
Security is rescheduled or canceled, the Company will, as soon as practicable,
give the Trustee notice to such effect. The Trustee will deliver to the
Depositary, through the Depositary's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 p.m., New York City time, on the
Business Day immediately preceding the scheduled Settlement Date (provided the
Trustee received such notice from the Company by noon on the Business Day
immediately preceding the Settlement Date) and in any case as soon as
practicable. A copy of such message will be routed through the facilities of the
Depositary to the Selling Agent and Standard & Poor's Corporation.
FAILURE TO SETTLE: If the Trustee fails to enter in timely fashion an
SDFS deliver order with respect to any portion of a Book-Entry Security pursuant
to Settlement Procedure G, or if the Selling Agent or the Purchasing Agent, as
the case may be, fails to enter in timely fashion an SDFS deliver order with
respect to such Book-Entry Security pursuant to Settlement Procedure H, the
Trustee may deliver to the Depositary, through the Depositary's Participant
Terminal System, as soon as practicable, a withdrawal message instructing the
Depositary to debit such Book-Entry Security to the participant account of the
Trustee maintained at the Depositary. A copy of such message will be routed
through the facilities of the Depositary to such Agent. The Depositary will
process the withdrawal message, provided that such participant account contains
Book-Entry Securities having the same Fixed Rate Terms, Floating Rate Terms or
Zero Coupon Terms, as the case may be, having an aggregate principal amount that
is at least equal to the principal amount to be debited. If withdrawal messages
are processed with respect to all the Book-Entry Securities represented by a
particular Global Certificate, the Trustee will immediately cancel such Global
Certificate, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Global Certificate. The CUSIP number
assigned to such Global Certificate shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not immediately reassigned. If withdrawal
messages are processed with respect to only a portion of the Book-Entry
Securities represented by a particular Global Certificate, the Trustee will
exchange such Global Certificate for two Global Certificates, one of which shall
represent the Book-Entry Securities for which withdrawal messages are processed
and shall be canceled and destroyed immediately after issuance, and the other of
which shall represent the other Book-Entry Securities previously represented by
the surrendered Global Certificate and shall bear the CUSIP number of the
surrendered Global Certificate. The Company will reimburse such Agent on an
equitable basis for its loss of the use of funds during any period when the
funds were credited to the account of the Company in connection with such
attempted settlement.
If the purchase price for any Book-Entry Security is not timely paid to
the Participants with respect to such Security by the beneficial purchaser
thereof or by a person, including an indirect participant in the Depositary,
acting on behalf of such purchaser (other than the Purchasing Agent, if any),
such Participants and, in turn, the Selling Agent or the Purchasing Agent, as
the case may be, may enter SDFS deliver orders through the Depositary's
Participant Terminal System reversing the orders
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entered pursuant to Settlement Procedures G and H, respectively. Immediately
thereafter, the Trustee will deliver the withdrawal message and take the related
actions described in the preceding paragraph. The Company will reimburse such
Agent on an equitable basis for its loss of the use of funds during any period
when the funds were credited to the account of the Company in connection with
such attempted settlement.
Notwithstanding the foregoing, upon any failure to settle with respect
to any portion of a Book-Entry Security, the Depositary may take any actions in
accordance with its SDFS operating procedures then in effect. In the event of a
failure to settle with respect to any portion of a Book-Entry Security that was
to have been represented by a Global Certificate also representing other
Book-Entry Securities, the Trustee will provide, in accordance with Settlement
Procedures D and E, for the authentication and issuance of a Global Certificate
representing the remaining principal amount to have been represented by such
Global Certificate and will make appropriate entries in its records.
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ANNEX III
ACCOUNTANTS' LETTER
Pursuant to Section 4(j) and Section 6(d), as the case may be, of the
Distribution Agreement, the Company's independent certified public accountants
shall furnish letters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial forecasts
and/or pro forma financial information) examined by them and included or
incorporated by reference in the Registration Statement or the Prospectus comply
as to form in all material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the related published rules
and regulations thereunder; and, if applicable, they have made a review in
accordance with standards established by the American Institute of Certified
Public Accountants of the consolidated interim financial statements, selected
financial data, pro forma financial information and/or condensed financial
statements derived from audited financial statements of the Company for the
periods specified in such letter, as indicated in their reports thereon, copies
of which have been furnished to the Agents;
(iii) In their opinion, the unaudited selected financial information
with respect to the consolidated results of operations and financial position of
the Company for the five most recent fiscal years included in the Prospectus and
included or incorporated by reference in Item 6 of the Company's Annual Report
on Form 10-K for the most recent fiscal year agrees with the corresponding
amounts (after restatement where applicable) in the audited consolidated
financial statements for the five such fiscal years which were included or
incorporated by reference in the Company's Annual Reports on Form 10-K for such
fiscal years;
(iv) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus and/or included
in the Company's quarterly reports on Form 10-Q incorporated by reference into
the Prospectus [as indicated in their reports thereon copies of which have been
separately furnished to the Agents]; and on the basis of specified procedures
including inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited condensed
consolidated financial statements referred to in paragraph (v)(A) below comply
as to form in all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related published
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rules and regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial statements do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published rules and
regulations;
(v) On the basis of limited procedures, not constituting an examination
in accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information referred to
below, a reading of the latest available interim financial statements of the
Company and its subsidiaries, inspection of the minute books of the Company and
its subsidiaries since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus, inquiries of officials
of the Company and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:
(A) The unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of changes in
financial position included or incorporated by reference in the
Company's Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related published rules and regulations
thereunder or are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with the basis
for the audited consolidated statements of income, consolidated balance
sheets and consolidated statements of changes in financial position
included or incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year, as applicable;
(B) Any other unaudited income statement data and balance
sheet items included in the Prospectus do not agree with the
corresponding items in the unaudited consolidated financial statements
from which such data and items were derived, or any such unaudited data
and items were not determined on a basis substantially consistent with
the basis for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year,
as applicable;
(C) The unaudited financial statements which were not included
in the Prospectus but from which were derived the unaudited condensed
financial statements referred to in Clause (A) and any unaudited income
statement data and balance sheet items included in the Prospectus and
referred to in Clause (B) were not determined on a basis substantially
consistent with the basis for the audited financial statements included
or incorporated by reference in the Company's Annual Report on Form
10-K for the most recent fiscal year, as applicable;
III-2
<PAGE>
(D) Any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
statements;
(E) As of a specified date not more than five days prior to
the date of such letter, there have been any changes in the
consolidated capital stock (other than issuances of capital stock upon
exercise of options and stock appreciation rights, upon earn-outs of
performance shares and upon conversions of convertible securities, in
each case which were outstanding on the date of the latest balance
sheet included or incorporated by reference in the Prospectus) or any
increase in the consolidated long-term debt of the Company and its
subsidiaries, or as of the latest period for which financial statements
are available, any decreases in consolidated net current assets or net
assets or other items specified by the Agents, or any increases in any
items specified by the Agents, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by reference
in the Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may occur or
which are described in such letter; and
(F) For the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any decreases
in consolidated net revenues or operating profit or the total or per
share amounts of consolidated net income or other items specified by
the Agents, or any increases in any items specified by the Agents, in
each case as compared with the comparable period of the preceding year
and with any other period of corresponding length specified by the
Agents, except in each case for increases or decreases which the
Prospectus discloses have occurred or may occur or which are described
in such letter; and
III-3
<PAGE>
(v) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and
the limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (iii) and (iv) above, they have
carried out certain specified procedures, not constituting an
examination in accordance with generally accepted auditing standards,
with respect to certain amounts, percentages and financial information
specified by the Agents which are derived from the general accounting
records of the Company and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part
II of, or in exhibits and schedules to, the Registration Statement
specified by the Agents or in documents incorporated by reference in
the Prospectus specified by the Agents, and have compared certain of
such amounts, percentages and financial information with the accounting
records of the Company and its subsidiaries and have found them to be
in agreement.
All references in this Annex III to the Prospectus shall be
deemed to refer to the Prospectus (including the documents incorporated
by reference therein) as defined in the Distribution Agreement as of
the Commencement Date referred to in Section 6(d) thereof and to the
Prospectus as amended or supplemented (including the documents
incorporated by reference therein) as of the date of the amendment,
supplement, incorporation or the Time of Delivery relating to the Terms
Agreement requiring the delivery of such letter under Section 4(j)
thereof.
III-4
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
/ / Check box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPECIFIED CURRENCY
(if other than
U.S. dollars):
REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY): SPREAD MULTIPLIER SPREAD: +
-
<PAGE>
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT PERIOD:
EXCHANGE RATE AGENT: INITIAL REDEMPTION INTEREST RATE RESET
(Only applicable if PERCENTAGE: PERIOD:
Specified Currency is
other than U.S. Dollars)
CALCULATION AGENT: DEPOSITARY:
(Only applicable if this
is a Global Note)
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
INITIAL REPAYMENT PERCENTAGE SINKING FUND:
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
INTEREST PAYMENT DATES: ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
INTEREST CALCULATION DATES: AUTHORIZED DENOMINATIONS:
(Only applicable if
Specified Currency is
other than U.S. dollars)
INTEREST DETERMINATION DATES: OTHER TERMS:
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to
________________________________________________________________, or registered
assigns, the principal sum of
___________________________________________________ on the maturity date shown
above, or if such date is not a Business Day, the next succeeding Business Day
(the "Maturity Date"), in the currency specified above as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest monthly, quarterly, semi-annually or annually as specified above under
"Interest Payment Period," on the Interest Payment Dates specified above,
commencing with the first Interest Payment Date specified above following the
2
<PAGE>
Original Issue Date specified above, and on the Maturity Date or date of
redemption or repayment, if any, on said principal sum, in like currency, at a
rate per annum equal to the Initial Interest Rate specified above until the
first Interest Reset Date specified above following the Original Issue Date
specified above and thereafter at a rate per annum determined in accordance with
the provisions hereinbelow under the heading "Determination of Interest Rate Per
Annum for Commercial Paper Rate Notes," "Determination of Interest Rate Per
Annum for Prime Rate Notes," "Determination of Interest Rate Per Annum for LIBOR
Notes," "Determination of Interest Rate Per Annum for Treasury Rate Notes,"
"Determination of Interest Rate Per Annum for CD Rate Notes," "Determination of
Interest Rate Per Annum for Federal Funds Rate Notes," or Determination of
Interest Rate Per Annum for CMT Rate Notes depending upon whether the Interest
Rate Basis is the Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, CD
Rate, Federal Funds Rate or CMT Rate, as specified above; PROVIDED, HOWEVER,
that if any Interest Payment Date specified above would otherwise fall on a day
that is not a Business Day (as defined herein), such Interest Payment Date will
be the following day that is a Business Day, except that in the event that the
Interest Rate Basis for this Note is LIBOR, if such day falls in the next
calendar month, such Interest Payment Date will be the next preceding day that
is a Business Day; PROVIDED, FURTHER, that the Company will make such payments
in respect of non-U.S. dollar denominated Notes in the Specified Currency
indicated above in amounts determined as set forth hereinbelow; PROVIDED,
HOWEVER, that payments of principal (and premium, if any) and interest on Notes
denominated in other than U.S. dollars will nevertheless be made in U.S. dollars
(i) at the election of the holder as provided herein and (ii) at the election of
the Company in the case of imposition of exchange controls or other
circumstances beyond the control of the Company as provided herein. Interest on
this Note shall accrue (a) if the rate at which interest on this Note is payable
shall be adjusted monthly, quarterly, semi-annually or annually, as specified
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions hereinbelow, from the Interest Payment Date next preceding the
date of this Note to which interest has been paid, unless the date hereof is an
Interest Payment Date to which interest has been paid, in which case from the
date of this Note, or unless no interest has been paid on this Note, in which
case from the Original Issue Date specified above, until payment of said
3
<PAGE>
principal sum has been made or duly provided for or (b) if the rate at which
interest on this Note is payable shall be adjusted daily or weekly, as specified
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions hereinbelow, from the Record Date (as defined herein) next
preceding the date of this Note through which interest has been paid, unless the
date hereof is a Record Date through which interest has been paid, in which case
from the day after the date of this Note, or unless no interest has been paid on
this Note, in which case from the Original Issue Date specified above, until
payment of said principal sum has been made or duly provided for; PROVIDED,
HOWEVER, that if the Original Issue Date is after any Record Date preceding any
Interest Payment Date and before such Interest Payment Date, interest on this
Note shall accrue from such Interest Payment Date unless the rate at which
interest on this Note is payable shall be adjusted daily or weekly, as provided
above under "Interest Rate Reset Period" and as determined in accordance with
the provisions hereinbelow, in which case interest on this Note shall accrue
from such Record Date, or, in either case, if no interest has been paid on this
Note, from the Original Issue Date specified above; PROVIDED, FURTHER, that if
the Company shall default in the payment of interest due on any Interest Payment
Date, then interest on this Note shall accrue from the next preceding Interest
Payment Date or Record Date, as the case may be, to which interest has been
paid, or, if no interest has been paid on this Note, from the Original Issue
Date specified above.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the Person in whose name this Security is
registered at the close of business on the fifteenth calendar day next preceding
such Interest Payment Date (each such date a "Record Date"). Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the holder on such Record Date and may either be paid to the Person in whose
name this Note is registered at the close of business on a special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
4
<PAGE>
"Business Day" shall mean, as used herein with respect to any particular
location, each Monday, Tuesday, Wednesday, Thursday or Friday which is (a) not a
day on which banking institutions in The City of New York generally are
authorized or obligated by law, regulation or executive order to close, (b) in
the event that the Interest Rate Basis for this Note is LIBOR, a London Business
Day and (c) in the event that this Note is denominated in a Specified Currency
other than U.S. dollars, not a day on which banking institutions are authorized
or obligated by law, regulation or executive order to close in
- --------------------------------------------------------,
(Principal Financial Center of Country of Specified Currency)
(or, if this Note is denominated in euros, "Business Day" shall not include any
day that is a non-euro clearing day as determined by the Euro Banking
Association in Paris or a day on which the trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor system, is
not open for business). "London Business Day" shall mean (i) if the Specified
Currency is other than euros, any day on which dealings in such Specified
Currency are transacted in the London interbank market or (ii) if the Specified
Currency is euro, any day that does not appear as a euro non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates Service (or a
day so designated by the Euro Banking Association) or, if euro non-settlement
days do not appear on that page (and are not so designated), is not a day on
which payments in euro cannot be settled in the international interbank market.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be made by
check mailed to the person entitled thereto at the holder's last address as it
appears on the registry books of the Company or by wire transfer to such account
as may have been appropriately designated by such holder as set forth herein.
Payment of the principal of, premium, if any, and interest, if any, on this Note
due to the holder hereof at maturity or upon earlier redemption or repayment to
be made in U.S. dollars will be made, in immediately available funds, upon
presentation of this Note at the Corporate Trust Office of U.S. Bank Trust
National Association in the City of Chicago, Illinois or its agency in the
Borough of Manhattan, The City of New York.
5
<PAGE>
Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained in
______________________________ or other jurisdiction acceptable to the
(Country of Specified Currency)
Company and the Trustee as shall have been designated at least 5 Business Days
prior to the Interest Payment Date by the registered holder of this Note on the
relevant Record Date. Payment in a currency, or currency unit, other than U.S.
dollars, of the principal and premium and interest, if any, on this Note due to
the holder hereof at maturity or upon any earlier redemption or repayment will
be made by wire transfer of immediately available funds to a designated account
maintained in ______________________________, or other jurisdiction acceptable
(Country of Specified Currency)
to the Company and the Trustee as shall have been designated at least 5
Business Days prior to the Stated Maturity by the registered holder of this
Note at maturity, provided that this Note is presented for surrender to the
Paying Agent in time for the Paying Agent to make such payment in such funds
in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office or
agency in The City of New York or the City of Chicago, Illinois and, unless
revoked by written notice to the Paying Agent received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth day preceding the Maturity Date or applicable date of
redemption or repayment, as the case may be, shall remain in effect with respect
to any further payments with respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments in U.S. dollars by transmitting a written
request for such payment to the principal office of the paying agent (the
"Paying Agent") under the Indenture on or prior to the Record Date immediately
preceding any Interest Payment Date or at least fifteen calendar days prior to
the Maturity Date or date of redemption or repayment, if applicable. Such
request may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other
6
<PAGE>
form of facsimile transmission. The holder of any such Note may elect to receive
payment in U.S. dollars for all principal, premium and interest payments and
need not file a separate election for each payment. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or applicable
date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in The
City of New York (or if this Note is denominated in other than U.S. dollars,
which is not a Business Day in the country issuing the Specified Currency (or,
if this Note is denominated in euros, "Business Day" shall not include any day
that is a euro non-clearing day as determined by the Euro Banking Association in
Paris or a day on which the TARGET System, or any successor system is not open
for business)) need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date.
7
<PAGE>
Additional provisions of this Note are contained following the signature
lines and Certificate of Authentication hereof and such provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:
------------------------
[name]
[title]
U.S. BANK TRUST NATIONAL ASSOCIATION, f.k.a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
--------------------
By:
----------------------------------------
Authorized Officer Assistant Secretary
OR
- --------------------------------------------- [SEAL]
as Authenticating Agent for the Trustee
By:
----------------------------------------
Authorized Officer
8
<PAGE>
GENERAL MILLS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996 as
supplemented (the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited in aggregate principal amount to $782,000,000,
designated as the Medium-Term Notes, Series F (the "Notes") of the Company. The
Notes may mature at different times, bear interest, if any, at different rates,
be redeemable at different times or not at all, be repayable at the option of
the holder at different times or not at all, be extendible and be denominated in
different currencies.
The interest rate in effect from the date of issue to the first Interest
Reset Date shall be the Initial Interest Rate specified above. Commencing with
the first Interest Reset Date specified above following the Original Issue Date
specified above, the rate at which interest on this Note is payable shall be
adjusted daily, weekly, monthly, quarterly, semi-annually or annually as
specified above under "Interest Rate Reset Period". Each such adjusted rate
shall be applicable from and including the Interest Reset Date to which it
relates to but not including the next succeeding Interest Reset Date or until
maturity, as the case may be. Subject to applicable provisions of law and except
as
9
<PAGE>
specified herein, on each Interest Reset Date, the rate of interest on this Note
shall be the rate determined with respect to the Interest Determination Date
next preceding such Interest Reset Date in accordance with the provisions of the
applicable heading below.
DETERMINATION OF INTEREST RATE PER ANNUM FOR PRIME RATE NOTES. If the
Interest Rate Basis specified above is Prime Rate, the interest rate per annum
determined with respect to any Interest Reset Date means the rate set forth for
the relevant Prime Rate Interest Determination Date in H.15(519) under the
heading "Bank Prime Loan." In the event that such rate is not published prior to
9:00 a.m., New York City time, on the relevant Calculation Date, then the Prime
Rate with respect to such Interest Reset Date will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service for the purpose
of displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate
Interest Determination Date, the Prime Rate with respect to such Interest Reset
Date will be the arithmetic mean of the prime rates or base lending rates
(quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on such Prime Rate Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent; PROVIDED, HOWEVER, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Prime Rate with respect to such Interest Reset Date will be the Prime Rate
in effect on such Prime Rate Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR LIBOR NOTES. If the Interest
Rate Basis specified above is LIBOR, the interest rate per annum determined with
respect to any Interest Reset Date will be determined by the Calculation Agent
in accordance with the following provisions:
(i) With respect to any Interest Determination Date relating to a Floating
Rate Note for which the interest rate is determined with reference to LIBOR (a
"LIBOR Interest Determination Date"), LIBOR will be either: (a) if "LIBOR
Reuters" is specified in the applicable Pricing Supplement,
10
<PAGE>
the arithmetic mean of the offered rates (unless the Designated LIBOR Page by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
specified in such Pricing Supplement, commencing on the applicable Interest
Reset Date, that appear (or, if only a single rate is required as aforesaid,
appears) on the Designated LIBOR Page on Reuters Monitor Money Rates Service
as of 11:00 a.m., London time, on such LIBOR Interest Determination Date, or
(b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement or
if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable Pricing Supplement as the method for calculating LIBOR, the rate
for deposits in the Index Currency having the Index Maturity specified in
such Pricing Supplement, commencing on such Interest Reset Date, that appears
on the Designated LIBOR Page on Telerate Data Service as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR
on such LIBOR Interest Determination Date will be determined in accordance
with the provisions described in clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is to be
determined pursuant to this clause (ii), the Calculation Agent will request the
principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity designated in the applicable Pricing
Supplement, commencing on the second London Business Day immediately following
such LIBOR Interest Determination Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., or such other time specified in the applicable Pricing
Supplement, in the applicable Principal Financial Center (as defined below), on
such LIBOR Interest Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans in the
11
<PAGE>
Index Currency to leading European banks, having the Index Maturity designated
in the applicable Pricing Supplement and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time; PROVIDED, HOWEVER, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined on such
LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be United States dollars.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Canadian dollars, Deutsche marks, Italian lira, Swiss francs,
Dutch guilders and euros, the Principal Financial Center shall be The City of
New York, Toronto, Frankfurt, Milan, Zurich, Amsterdam and Luxembourg,
respectively.
DETERMINATION OF INTEREST RATE PER ANNUM FOR TREASURY RATE NOTES. If the
Interest Rate Basis specified above is Treasury Rate, the interest rate per
annum determined with respect to any Interest Reset Date specified above means
the rate for the auction on the relevant Treasury Interest Determination Date of
direct obligations of the United States ("Treasury bills") having the specified
Index Maturity as published in H.15(519) under the heading "United States
Government Securities--Treasury Bills--auction average (investment)" or, if not
so published by 9:00 a.m., New York City time, on the relevant Calculation Date,
the auction average rate (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as appropriate, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the Treasury.
In the event that the results of such auction of Treasury bills having the
specified Index Maturity are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date, or if no such auction is
held during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Rate Interest Determination Date for the
specified Index Maturity under the heading "United States Government
Securities--Treasury Bills--Secondary Market." In the event such rate is not so
published by 3:00 p.m., New York City time, on the
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<PAGE>
relevant Calculation Date, the Treasury Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as appropriate, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates as of approximately 3:30 p.m., New York City
time, on such Treasury Interest Determination Date, of three primary United
States government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; PROVIDED, HOWEVER, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate with respect to such Interest
Reset Date will be the Treasury Rate in effect on such Treasury Interest
Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR COMMERCIAL PAPER RATE NOTES.
If the Interest Rate Basis specified above is Commercial Paper Rate, the
Interest Rate per annum determined with respect to any Interest Reset Date
specified above means the Money Market Yield (calculated as described below) of
the per annum rate (quoted on a bank discount basis) for the relevant Commercial
Paper Interest Determination Date for commercial paper having the specified
Index Maturity as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates" or any
successor publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper-Nonfinancial" In the event
that such rate is not published prior to 9:00 a.m. New York City time, on the
relevant Calculation Date, then the Commercial Paper Rate with respect to such
Interest Reset Date shall be the Money Market Yield of such rate on such
Commercial Paper Interest Determination Date for commercial paper having the
specified Index Maturity as available through the World-Wide Web site of the
Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h.15/update, or any successor publication
published by the Federal Reserve Bank of New York ("H.15 Daily Update") under
the heading "Commercial Paper-Nonfinancial." If by 3:00 p.m., New York City
time, on such Calculation Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, the Commercial Paper Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank
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<PAGE>
discount basis), as of 11:00 a.m., New York City time, on such Commercial Paper
Interest Determination Date, of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper of the
specified Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized statistical rating agency;
PROVIDED, HOWEVER, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate with respect to such Interest Reset Date will be the Commercial Paper
Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
360 x D
Money Market Yield = 100 x -------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period from the Interest Reset Date to but excluding the next
Interest Reset Date, or Maturity, redemption or repayment date as appropriate.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CD RATE NOTES. If the
Interest Rate Basis specified above is CD Rate, the Interest Rate per annum
determined with respect to any Interest Reset Date specified above means the
rate for the relevant CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
H.15(519) under the heading "CDs (Secondary Market)." In the event that such
rate is not published prior to 9:00 a.m., New York City time, on the relevant
Calculation Date, then the CD Rate with respect to such Interest Reset Date
shall be the rate on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in H.15
Daily Update under the heading "CDs (secondary market)." If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not published in either
H.15(519) or H.15 Daily Update, the CD Rate with respect to such Interest Reset
Date shall be calculated by the Calculation Agent and shall be
14
<PAGE>
the arithmetic mean of the secondary market offered rates, as of 10:00 a.m., New
York City time, on such CD Rate Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money market banks with a remaining maturity
closest to the specified Index Maturity in a denomination of U.S. $5,000,000;
PROVIDED, HOWEVER, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Date will be the CD Rate in effect on such CD
Rate Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR FEDERAL FUNDS RATE NOTES. If
the Interest Rate Basis specified above is Federal Funds Rate, the Interest Rate
per annum determined with respect to any Interest Reset Date specified above
means the rate on the relevant Federal Funds Interest Determination Date for
Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)." In the event that such rate is not published prior to 9:00 a.m.,
New York City time, on the relevant Calculation Date, then the Federal Funds
Rate with respect to such Interest Reset Date will be the rate on such Federal
Funds Interest Determination Date for Federal Funds as published in H.15 Daily
Update under the heading "Federal Funds (effective)." If by 3:00 p.m., New York
City time, on such Calculation Date such rate is not published in either
H.15(519) or H.15 Daily Update, the Federal Funds Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the rates, as of 9:00 a.m., New York City time, on such
Federal Funds Interest Determination Date, for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent; PROVIDED, HOWEVER, that
if fewer than three brokers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Federal Funds Rate with respect to
such Interest Reset Date will be the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CMT RATE NOTES. If the
Interest Rate Basis specified above is the CMT Rate, the Interest Rate per annum
determined with respect to any CMT Interest Reset Date specified above means the
rate displayed on the Designated CMT Telerate Page
15
<PAGE>
(as defined below) under the caption ". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on the related CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week or the month, as specified in the applicable Pricing Supplement, ended
immediately preceding the week or month (as applicable) in which the related CMT
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page, or is not displayed prior to 3:00 p.m., New York City time, on
the relevant Calculation Date, then the CMT Rate with respect to such CMT
Interest Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or, is not published by 3:00 p.m., New York City
time, on such Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be such Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the CMT
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time on
the CMT Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than
16
<PAGE>
such Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury notes quotations, the CMT Rate for such CMT
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City time, on the CMT
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT
Interest Determination Date. If two Treasury notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated in the applicable Pricing Supplement (or any
other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)), for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified in the applicable Pricing Supplement, the Designated
CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
17
<PAGE>
Notwithstanding the foregoing, the interest rate per annum hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Interest Calculation Date.
The interest rate on this Note will in no event be higher than the maximum
rate permitted by New York law as the same may be modified by United States law
of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if different, the
interest rate which will become effective as a result of a determination made on
the most recent Interest Determination Date with respect to this Note.
Interest payments hereon will include interest accrued to but excluding
the applicable Interest Payment Date; PROVIDED, HOWEVER, that if the rate at
which interest on this Note is payable shall be adjusted daily or weekly as
specified above under "Interest Rate Reset Period" and as determined in
accordance with the provisions hereof, interest payable on any Interest Payment
Date, other than interest payable on any date on which principal hereof is
payable, will include interest accrued to and including the Record Date next
preceding such Interest Payment Date. Accrued interest hereon from the Original
Issue Date or from the last date to which interest hereon has been paid, as the
case may be, shall be an amount calculated by multiplying the face amount hereof
by an accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factors calculated for each day from the Original Issue Date
or from the last date to which interest shall have been paid or duly provided
for, as the case may be, up to but not including the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places, without rounding) for each such day shall be
computed by dividing the interest rate per annum (expressed as a decimal
calculated to seven decimal places, without rounding) applicable to such day by
360 if the Interest Rate Basis specified above is Prime Rate, LIBOR, Commercial
Paper Rate, CD Rate, Federal Funds Rate, or by the actual number of days in the
year if the Interest Rate Basis specified above is Treasury Rate or CMT Rate.
18
<PAGE>
If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation (rounded to the nearest cent) in The City of
New York received by the Exchange Rate Agent as of 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal to the aggregate
amount of the Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments on such payment date and at which the applicable
dealer commits to execute a contract. If three such bid quotations are not
available, payments will be made in the Specified Currency. All currency
exchange costs associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is payable in
a currency or currency unit other than U.S. dollars and, due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Specified Currency is not available at the time of any scheduled payment of
principal, premium or interest to be made in the Specified Currency, then the
Company shall be entitled to satisfy its obligations hereunder by making such
payment in U.S. dollars. Any such payment shall be made on the basis of the noon
buying rate in The City of New York for cable transfers of the Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") on the first Business Day prior to such
payment, or if such Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate. Any payment under such
circumstances in U.S. dollars where required payment is in a Specified Currency
will not constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
19
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
If so provided above under the heading "Redeemable on or after (at option
of Company)," this Note may be redeemed by the Company on and after the date so
indicated. On and after the date, if any, from which this Note may be redeemed,
this Note may be redeemed in whole or in part, at the option of the Company at a
redemption price equal to the product of the principal amount of this Note to be
redeemed multiplied by the Redemption Percentage. The Redemption Percentage
shall initially equal the Initial Redemption Percentage specified above, and
shall decline at each anniversary of the initial date that this Note is
redeemable by the amount of the Annual Redemption Percentage Reduction specified
above, until the Redemption Percentage is equal to 100%. Any redemption of this
Note shall be effected on not less than 30 nor more than 60 days' notice to the
holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of an
amount equal to the integral multiples referred to under the heading "Authorized
Denominations" (or, if no such reference is made, an amount equal to the minimum
Authorized Denomination) provided that the remaining principal amount of any
Note surrendered for partial repayment shall be at least $100,000 or, in the
case of non-U.S. dollar denominated Notes, the minimum Authorized Denomination
referred to above, on any Business Day on or after the "Initial Date on Which
the Note is Repayable at the Option of the
20
<PAGE>
Holder" (as stated above), at the option of the holder, at the repayment amount
specified above, plus accrued interest, if any, to the repayment date. In order
for the exercise of the option to be effective and the Notes to be repaid, the
Company must receive at the applicable address of the Paying Agent set forth
below or at such other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the fifteenth, but not
earlier than the twenty-fifth day, or, if such day is not a Business Day, the
next succeeding Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly completed, or (ii)
a telegram, telex, 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 a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than 5 Business
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The addresses to which
such deliveries are to be made is U.S. Bank Trust National Association,
Attention: Corporate Trust Division, 111 East Wacker Drive, Suite 3000, Chicago,
Illinois 60601 (or, at such other places as the Company shall notify the holders
of the Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above.
Global Notes (as specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the City of Chicago, Illinois or in the
Borough of Manhattan, The City of New York, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate
21
<PAGE>
principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable, without charge
except for any tax or other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the Debt Security Register of the Company as kept by
the Trustee or duly authorized agent of the Company (whether or not this Note
shall be overdue), for the purpose of receiving payment of or on account hereof
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent shall be affected by any notice to the contrary. All payments made
to or upon the order of such registered holder shall, to the extent of the sum
or sums paid, effectually satisfy and discharge liability for moneys payable on
this Note.
22
<PAGE>
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
23
<PAGE>
-------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, day, or, if
such day is not a Business Day, the next succeeding Business Day, prior to the
repayment date, (i) this Note, with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, 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 a 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, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the
24
<PAGE>
minimum Authorized Denomination)) which the holder elects to have repaid:
__________________________; and specify the denomination or denominations (which
shall be $1,000 or an integral multiple thereof or, if the Note is denominated
in a currency other than U.S. dollars, an Authorized Denomination) of the Note
or Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): __________________________.
Date:
------------------------------- ---------------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond with
the name as written upon page 2 of the
Note in every particular without
alteration or enlargement or any other
change whatsoever.
25
<PAGE>
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT-_____CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
--------------------------------
/--------------------------------/---------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ________________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
----------------------------------- ----------------------------------
----------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
26
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation, to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD FOR DEFAULT RATE:
SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
APPROXIMATE EXACT
OTHER TERMS:
</TABLE>
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to
_________________________________________________________________________, or
registered assigns, the principal sum of
_______________________________________________________ on the maturity date
shown above, or if such date is not a Business Day (as defined below), the next
succeeding Business Day (the "Maturity Date"), in the currency specified above
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on said principal sum at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like currency, semi-annually on each Interest Payment Date set forth above
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly
2
<PAGE>
made available for payment (or from and including the date of issue, if no
interest has been paid or duly made available for payment) to but excluding the
applicable Interest Payment Date or Maturity Date, as the case may be PROVIDED,
HOWEVER, that the Company will make such payments in respect of non-U.S. dollar
denominated Notes in the Specified Currency indicated above in amounts
determined as set forth hereinbelow; PROVIDED, HOWEVER, that payments of
principal (and premium, if any) and interest on Notes denominated in other than
U.S. dollars will nevertheless be made in U.S. dollars (i) at the election of
the holder as provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances beyond the
control of the Company as provided herein. Unless this Note is a Note which has
been issued upon transfer of, in exchange for, or in replacement of a
predecessor Note, interest on this Note shall accrue from the Original Issue
Date indicated above. If this Note has been issued upon transfer of, in exchange
for, or in replacement of a predecessor Note, interest on this Note shall accrue
from the last Interest Payment Date to which interest was paid on such
predecessor Note or, if no interest was paid on such predecessor Note, from the
Original Issue Date indicated above. The first payment of interest on a Note
originally issued and dated between a Record Date (as defined below) and an
Interest Payment Date will be due and payable on the Interest Payment Date
following the next succeeding Record Date to the registered owner on such next
succeeding Record Date.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the Person in whose name this Security is
registered at the close of business on the fourteenth calendar day next
preceding such Interest Payment Date (each such date a "Record Date"). Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such Record Date and may either be paid to the Person
in whose name this Note is registered at the close of business on a special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to holders of Securities of this series
not less than 10 days prior to such special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the
3
<PAGE>
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be paid by
check mailed to the person entitled thereto at his or her last address as it
appears on the registry books of the Company or by wire transfer to such account
as may have been designated by such holder as set forth herein. Payment of the
principal of, premium, if any, and interest, if any, on this Note due to the
holder hereof at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be paid, in immediately available funds, upon presentation of
this Note at the Corporate Trust Office of U.S. Bank Trust National Association
in the City of Chicago, Illinois or its agency in the Borough of Manhattan, The
City of New York.
Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained in
_________________________________________________ or other jurisdiction
(Country of Specified Currency)
acceptable to the Company and the Trustee as shall have been designated at least
5 Business Days prior to the Interest Payment Date by the registered holder of
this Note on the relevant Record Date. Payment in a currency or currency unit,
other than U.S. dollars, of the principal of and premium and interest, if any,
on this Note due to the holder hereof at maturity or upon any earlier redemption
or repayment will be made by wire transfer of immediately available funds to a
designated account maintained in _______________________________, or other
(Country of Specified Currency)
jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Stated Maturity by the
registered holder of this Note at maturity, provided that this Note is
presented for surrender to the Paying Agent in time for the Paying Agent to
make such payment in such funds in accordance with its normal procedures.
4
<PAGE>
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office or
agency in The City of New York or the City of Chicago, Illinois and, unless
revoked by written notice to the Paying Agent received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or applicable
date of redemption or repayment, as the case may be, shall remain in effect with
respect to any further payments with respect to this Note payable to such
holder.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments in U.S. dollars by transmitting a written
request for such payment to the principal office of the paying agent under the
Indenture ("Paying Agent") on or prior to the Record Date immediately preceding
any Interest Payment Date or at least fifteen calendar days prior to the
Maturity Date or date of redemption or repayment, if applicable. Such request
may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other form of facsimile transmission. The
holder of any such Note may elect to receive payment in U.S. dollars for all
principal, premium and interest payments, if any, and need not file a separate
election for each payment. Any such election will remain in effect until revoked
by written notice to the Paying Agent, but written notice of any such revocation
must be received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity Date or applicable date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such
designation, such payment will be made within 5 Business Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
5
<PAGE>
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in
The City of New York (or if this Note is denominated in other than U.S.
dollars, which is not a Business Day in the country issuing the Specified
Currency (or, if this Note is denominated in euros, "Business Day" shall not
include any day that is a euro non-clearing day as determined by the Euro
Banking Association in Paris or a day on which the trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is not open for business)) need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the due date and no interest shall accrue for the period from and
after such date.
"Business Day" shall mean, as used herein with respect to any
particular location, each Monday, Tuesday, Wednesday, Thursday or Friday
which is (a) not a day on which banking institutions in The City of New York
generally are authorized or obligated by law, regulation or executive order
to close and (b) in the event that this Note is denominated in a Specified
Currency other than U.S. dollars, not a day on which banking institutions in
_________________________________________________________________ (or, if
(Principal Financial Center of Country of Specified Currency)
this Note is denominated in euros, "Business Day" shall not include any day
that is a euro non-clearing day as determined by the Euro Banking Association
in Paris or a day on which the TARGET System, or any successor system, is not
open for business) are authorized or obligated by law, regulation or
executive order to close.
6
<PAGE>
Additional provisions of this Note are contained following the signature
lines and Certificate of Authentication hereof and such provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon. Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred
to in the within-mentioned
Indenture. By:
---------------------
[name]
[title]
U. S. BANK TRUST NATIONAL ASSOCIATION, f. k. a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
By: -----------------
--------------------------------------
Authorized Officer Assistant Secretary
OR
- ------------------------------------------- [SEAL]
as Authenticating Agent for the Trustee
By:
--------------------------------------
Authorized Officer
7
<PAGE>
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES F
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996
(the "Indenture"), duly executed and delivered by the Company to U.S. Bank Trust
National Association, as Trustee (the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Securities. As provided in the Indenture,
the Debt Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be subject to
different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and
events of default, and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Debt Securities, which series is
limited in aggregate principal amount to $782,000,000 designated as the
Medium-Term Notes, Series F (the "Notes") of the Company. The Notes may mature
at different times, bear interest, if any, at different rates, be redeemable at
different times or not at all, be repayable at the option of the holder at
different times or not at all, be issued at an original issue discount, be
extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation (rounded to the nearest cent) in The City of
New York received by the Exchange Rate Agent as of 11:00 A.M., New York City
time, on the first Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for
8
<PAGE>
the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal to the aggregate
amount of the Specified Currency payable to all holders of Notes electing to
receive U.S. dollar payments on such payment date and at which the applicable
dealer commits to execute a contract. If three such bid quotations are not
available, payments will be made in the Specified Currency. All currency
exchange costs associated with any payments in U.S. dollars will be borne by the
holder of the Note by deductions from such payments.
If the principal, premium (if any) or interest on this Note is payable in
a currency or currency unit other than U.S. dollars and, due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Specified Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then the Company
shall be entitled to satisfy its obligations hereunder by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the noon buying
rate in The City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the first Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment under such circumstances in
U.S. dollars where required payment is in a Specified Currency will not
constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the
9
<PAGE>
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
If so provided above under the heading "Redeemable on or after (at option
of the Company)," this Note may be redeemed by the Company on and after the date
so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The Redemption
Percentage shall initially equal the Initial Redemption Percentage specified
above, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to 100%. Any
redemption of this Note shall be effected on not less than 30 nor more than 60
days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of an
amount equal to the integral multiples referred to under the heading "Authorized
Denominations" provided that the remaining principal amount of any Note
surrendered for partial repayment shall be at least $100,000, or, in the case of
non-U.S. dollar denominated Notes, the minimum Authorized Denomination referred
to above, on any Business Day on or after the "Initial Date on Which the Note is
Repayable at the Option of the Holder" (as stated above), at the option of the
holder, at 100% of the principal amount to be repaid, plus accrued interest, if
any, to the repayment date. In order for the exercise of the option to be
effective and the Notes to be repaid, the Company must receive at the applicable
address of the Paying Agent set forth below or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the
10
<PAGE>
twenty-fifth calendar day, or, if such day is not a Business Day, the next
succeeding Business Day, prior to the repayment date, either (i) this Note, with
the form below entitled "Option to Elect Repayment" duly completed, or (ii) a
telegram, telex, 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 a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than 5 Business
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is U.S. Bank Trust National Association, Attention:
Corporate Trust Division, 111 East Wacker Drive, Suite 3000, Chicago, Illinois
60601 (or, at such other places as the Company shall notify the holders of the
Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
If this Note is issued with an original issue discount, (i) if an Event of
Default with respect to the Notes shall have occurred and be continuing, the
amount of principal of this Note which may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture,
shall be determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in principal upon
acceleration, redemption, repayment at the option of the holder or at the stated
maturity hereof, in lieu of any interest otherwise payable, the overdue
principal of this Note shall bear interest at a rate of interest per annum equal
to the Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
acceleration, redemption, repayment at the option of the holder or stated
maturity, as the case may be, to the date payment
11
<PAGE>
has been made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above.
Global Notes (as specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the City of Chicago, Illinois or in the
Borough of Manhattan, The City of New York, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate principal amount
and like interest rate and maturity will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture and to the
limitations described below if applicable, without charge except for any tax or
other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of
12
<PAGE>
and interest on this Note at the places, at the respective times, at the rate
and in the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the registration books of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
13
<PAGE>
-------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, 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 a 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, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the
14
<PAGE>
heading "Authorized Denominations" (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination)) which the holder elects
to have repaid: __________________________; and specify the denomination or
denominations (which shall be $1,000 or an integral multiple thereof or, if
the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any specification, one
such Note will be issued for the portion not being repaid):
__________________________.
Date:
---------------------------------- ------------------------------------
Notice: The signature to this
Option to Elect Repayment must
correspond with the name as
written upon page 2 of the Note in
every particular without alteration
or enlargement or any other change
whatsoever.
15
<PAGE>
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--___CUSTODIAN____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ----------------------------------
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
----------------
/----------------/-------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _______________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated:
---------------------- --------------------------------------
--------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
16
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES F
Due Nine Months or more from Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of The Depository Trust Company), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL ISSUE DATE: REFERENCE INTEREST RATE: BASE INTEREST RATE:
MATURITY DATE: INTEREST PAYMENT DATES:
REDEEMABLE ON OR AFTER: INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
(AT OPTION OF THE COMPANY) REDUCTION:
INITIAL DATE ON WHICH THE NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER:
INITIAL REPAYMENT PERCENTAGE: ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
FACE AMOUNT: DENOMINATIONS: DETERMINATION AGENT:
----- and integral multiples of
----- in excess thereof DEPOSITARY (only applicable if Note
is a Global Note):
EXCHANGE RATE AGENT (if other than
Continental Bank, National Association): SETTLEMENT CURRENCY: INITIAL SPOT RATE:
INDEXED CURRENCY OR COMMODITY:
INITIAL INTEREST RATE: BASE CURRENCY:
CURRENCY ( )
----- -----
METAL ( ) OIL
----- -----
DIVISOR: INDEXED COMPONENT
BASE RATE ___ PRINCIPAL ONLY ___ INTEREST ONLY
TYPE OF NOTE:
OPTION FACTOR: MAXIMUM ADJUSTMENT: __ OPTION TYPE
__FUTURES TYPE
SINKING FUND:
OTHER TERMS:
</TABLE>
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company") for value received,
hereby promises to pay to
- ------------------------------------------------------------------------------,
or registered assigns, on the Maturity Date specified above, the face amount
specified above if the Indexed Component specified above is Interest Only, or
the sum of the Face Amount and amount (which may be a negative number)
determined as described
2
<PAGE>
below (the "Principal Adjustment") if the Indexed Component is Principal Only,
and to pay interest on the Face Amount, at the rate described below, from and
including the immediately preceding Interest Payment Date in respect of which
interest has been paid or duly made available for payment (or from and including
the date of issue, if no interest has been paid or duly made available for
payment) to but excluding the applicable Interest Payment Date or Maturity Date,
as the case may be. Interest will be paid semi-annually on the Interest Payment
Dates specified above in each year, and on the Maturity Date, commencing on the
Interest Payment Date next succeeding the Original Issue Date (unless the
Original Issue Date occurs between a Record Date (as defined below) and an
Interest Payment Date, in which case the first payment of interest will be due
and payable on the Interest Payment Date following the next succeeding Record
Date to the registered owner on such next succeeding Record Date), until the
principal hereof is paid or duly made available for payment. The interest
payable, and punctually paid or duly provided for, on any Interest Payment Date
will be paid to the Person in whose name this Security is registered at the
close of business on the fifteenth calendar day next preceding such Interest
Payment Date (each such date a "Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Record Date and may either be paid to the Person in whose name
this Note is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
maybe required by such exchange, all as more fully provided in said Indenture.
The principal of this Note will be payable in the Settlement Currency
shown above (which shall be U.S. dollars if the Indexed Currency or Commodity
specified above is either a metal or oil) in an amount equal to the Face Amount
hereof, plus, if the Indexed Component is Principal Only, a Principal
Adjustment, which may be a negative number; PROVIDED, that the principal shall
be no less than zero and no greater than the sum of (i) the Face Amount and (ii)
the product of the Face
3
<PAGE>
Amount and the Maximum Adjustment, if any, specified above. If no Maximum
Adjustment is specified, there shall be no upward limitation on the amount of
principal payable hereunder.
The Principal Adjustment shall be an amount, rounded upwards to the
nearest unit or subunit of the Settlement Currency, equal to the product of (a)
the Face Amount, (b) the quotient of (i) the Spot Rate (as defined below) minus
the Base Rate (each as specified above) divided by (ii) the Divisor specified
above and (c) the Option Factor specified above; PROVIDED, that if this Note is
specified above to be an "Option Type" Note, and either (x) the Initial Spot
Rate specified above is greater than the Base Rate and the amount in clause (b)
of this sentence is a negative number, or (y) the Base Rate is greater than the
Initial Spot Rate, and the amount in clause (b) of this sentence is a positive
number, then the Principal Adjustment shall be zero.
If the Indexed Component is Principal Only, the interest rate on the Face
Amount of this Note will be the Reference Interest Rate set forth above. If the
Indexed Component is Interest Only, the interest rate on the Face Amount of this
Note applicable to any period will be a rate equal to the Base Interest Rate
specified above plus an amount determined as described below (the "Interest Rate
Adjustment"), which may be a negative number, calculated with respect to the
Interest Payment Date falling on or next following the first day of such period
or, in the case of the first interest payment period, the Original Issue Date;
PROVIDED, that if an Initial Interest Rate is specified above, the interest rate
applicable to the period from the Original Issue Date to the first Interest
Payment Date will be such Initial Interest Rate; PROVIDED, FURTHER, that the
interest rate on the Face Amount of this Note will at no time be less than 0% or
greater than the product of the Reference Interest Rate and the Maximum
Adjustment, if any, specified above. Subject to applicable law, if no Maximum
Adjustment is specified, there shall be no limitation on the interest rate on
the Face Amount of this Note.
The Interest Rate Adjustment shall be a rate, rounded upwards to the
nearest thousandth of a percentage point, equal to the product of (a) the
Reference Interest Rate, (b) the quotient of (i) the Spot Rate minus the Base
Rate divided by (ii) the Divisor, and (c) the Option Factor; PROVIDED, that if
4
<PAGE>
this Note is specified above to be an "Option Type" Note and either (x) the
Initial Spot Rate is greater than the Base Rate and the amount in clause (b) of
this sentence is a negative number, or (y) the Base Rate is greater than the
Initial Spot Rate and the amount in clause (b) of this sentence is a positive
number, then the Interest Rate Adjustment shall be zero.
The "Spot Rate" is, with respect to the Original Issue Date, the Initial
Spot Rate specified above, and, with respect to any other date, the price for
the Indexed Currency or Commodity, determined in connection with the date (the
"Reference Date") which is, in the case of the determination of the Principal
Adjustment, the Maturity Date or, in the case of the determination of the
Interest Rate Adjustment for any interest payment period, the Interest Payment
Date next preceding such interest payment period, by the Determination Agent
specified above, to be the open market spot price in U.S. dollars for an amount
of the Indexed Currency or Commodity equivalent in value (as of the Original
Issue Date) to the Face Amount of this Note, such spot price to be determined
(unless otherwise agreed to by the holder of this Note, the Company and the
Determination Agent) by reference to (a) in the case of currency, the offered
price for such currency at 11:00 A.M., New York time, on the Determination Date
(as defined below); (b) in the case of metals other than copper, the afternoon
fixing for the specified metal on the London Bullion Market on the Determination
Date; and (c) in the case of copper or oil, the average of settlement prices on
the Commodity Exchange, Inc. or New York Mercantile Exchange, respectively, for
the most current delivery month then trading for, in the case of copper, the
copper contract or, in the case of oil, the "Light Sweet" Crude Oil Futures
Contract, Cushing, Oklahoma Delivery", in each case for the five Trading Days
(as defined below) preceding the relevant Determination Date. The "Determination
Date" will be the date which is (x) two Business Days prior to the Reference
Date, if the Indexed Currency or Commodity is a currency and the Indexed
Component is Principal Only, (y) two Trading Days prior to the Reference Date,
if the Indexed Currency or Commodity is either a metal or oil, and the Indexed
Component is Principal Only, and (z) the Trading Day next preceding the day
which is two Business Days prior to the Reference Date, if the Indexed Component
is Interest Only. As used
5
<PAGE>
herein, a "Business Day" is (a) each Monday, Tuesday, Wednesday, Thursday or
Friday, which is not a day on which banking institutions in The City of New
York, generally are authorized or obligated by law, regulation or executive
order to close and (b) if this Note is denominated in a Settlement Currency
other than U.S. dollars, not a day on which banking institutions in
______________________________________________________________
(Principal Financial Center of Country of Settlement Currency)
(or, if this Note is denominated in euros, "Business Day" shall not include
any day that is a euro non-clearing day as determined by the Euro Banking
Association in Paris or a day on which the trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any successor system,
is not open for business) are authorized or obligated by law, regulation or
executive order to close; a "Trading Day" is any Business Day on which trades
are made and prices are quoted for the Indexed Currency or Commodity.
For purposes of determining the Principal Adjustment or Interest
Adjustment hereunder, any Base Rate, Spot Rate, Initial Spot Rate or Divisor
shall be stated in terms of units of the Base Currency specified above (or, if
no Base Currency is specified, U.S. dollars) per unit of the Indexed Currency or
Commodity.
Interest payments for this Note will include interest accrued to but
excluding the Interest Payment Dates. Interest shall be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
Payment of interest on this Note due on any Interest Payment Date (other
than interest on this Note due to the holder hereof on the Maturity Date or a
redemption or repayment date, if any) to be made in U.S. dollars will be paid by
check mailed to the person entitled thereto at his or her last address as it
appears on the registry books of the Company or by wire transfer to such account
as may have been designated by such holder as set forth herein. Payment of the
principal, as adjusted by any Principal Adjustment described above, premium, if
any, and interest, if any, on this Note due to the holder hereof at maturity or
upon earlier redemption or repayment to be made in U.S. dollars
6
<PAGE>
will be paid, in immediately available funds, upon presentation of this Note at
the Corporate Trust Office of U.S. Bank Trust National Association in the City
of Chicago, Illinois or its agency in the Borough of Manhattan, The City of New
York.
Payments of interest to be made in a currency or currency unit other than
U.S. dollars (other than interest on this Note due to the holder hereof on the
Maturity Date or date of redemption or repayment, if any) will be paid by wire
transfer of immediately available funds to a designated account maintained in or
other jurisdiction _________________________________________
(Country of Settlement Currency)
acceptable to the Company and the Trustee as shall have been designated at least
5 Business Days prior to the Interest Payment Date by the registered holder of
this Note on the relevant Record Date. Payment in a currency or currency unit,
other than U.S. dollars, of the principal, as adjusted, of, and premium, if any,
and interest, if any, on this Note due to the holder hereof at the Maturity Date
or upon any earlier redemption or repayment will be made by wire transfer of
immediately available funds to a designated account maintained in
___________________________________, or other
(Country of Settlement Currency)
jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Stated Maturity by the
registered holder of this Note at maturity, provided that this Note is presented
for surrender to the Paying Agent in time for the Paying Agent to make such
payment in such funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office in
The City of New York or the City of Chicago, Illinois and, unless revoked by
written notice to the Paying Agent received by the Paying Agent on or prior to
the Record Date immediately preceding the applicable Interest Payment Date or
the fifteenth calendar day preceding the Maturity Date or fifteenth calendar day
preceding the applicable date of redemption or repayment, as the case may be,
shall remain in effect with respect to any further payments with respect to this
Note payable to such holder.
7
<PAGE>
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other reason, a notice will be mailed to
the holder at its registered address requesting a designation pursuant to which
such wire transfer can be made and, upon the Trustee's receipt of such a
designation, such payment will be made within 5 Business Days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the holder or holders of this Note
in respect of which payments are made.
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Settlement Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in
The City of New York (or if this Note is denominated in other than U.S.
dollars, which is not a Business Day in the country issuing the Settlement
Currency (or, if this Note is denominated in euros, "Business Day" shall not
include any day that is a euro non-clearing day as determined by the Euro
Banking Association in Paris or a day on which the (TARGET) System, or any
successor system, is not open for business)) need not be made on such day,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the due date and no interest shall accrue for the period
from and after such date.
Additional provisions of this Note are contained hereinbelow and such
provisions shall for all purposes have the same effect as though fully set forth
at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
8
<PAGE>
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated: GENERAL MILLS, INC.
-------------------
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION By:
---------------------------
This is one of the series [name]
designated therein referred [title]
to in the within-mentioned
Indenture.
Attest:
------------------------
Assistant Secretary
[SEAL]
U.S. BANK TRUST NATIONAL ASSICIATION, f.k.a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
By:
----------------------------
Authorized Officer
or
- ------------------------------,
as Authenticating Agent
for the Trustee
By:
----------------------------
Authorized Officer
9
<PAGE>
GENERAL MILLS, INC.
INDEXED MEDIUM-TERM NOTE, SERIES F
Due Nine Months or more from Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996, as
supplemented (the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited in aggregate principal amount to $782,000,000 designated
as the Medium-Term Notes, Series F (the "Notes") of the Company. The Notes may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be repayable at the option of the
holder at different times or not at all, be issued at an original issue
discount, be extendible and be denominated in different currencies.
Payment of the principal of, and premium, if any, and interest on this
Note shall be made in the Settlement Currency shown above; PROVIDED, HOWEVER,
that if the Settlement Currency shown above is a currency or currency unit other
than U.S. dollars, payment of the principal of, and premium, if any, and
interest on this Note shall be made in U.S. dollars (i) if the paying agent
under the Indenture (the "Paying Agent") has received at its principal office,
on or prior to the relevant Record Date or
10
<PAGE>
the date 15 days prior to the Maturity Date, as the case may be, from the
registered holder of this Note a written election for such payment in U.S.
dollars, (ii) at the election of the Company in the case of the imposition of
exchange controls or other circumstances beyond the control of the Company as
described in the second following paragraph and (iii) mandatorily if the Indexed
Currency or Commodity specified above is a metal or oil. An election under the
preceding sentence may be made in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. Any such election made
with respect to this Note by a registered holder shall remain in effect with
respect to any further payments of interest and premium, if any, on and
principal of this Note payable to such holder, unless such election is revoked
on or prior to the relevant Record Date or the date 15 days prior to the
Maturity Date or applicable date of redemption or repayment, as the case may be.
Subject to the following sentence, if the Settlement Currency is other
than the Base Currency, the amount of Settlement Currency to be received by the
holder of this Note on any payment date shall be equal to the quotient of (i)
the amount of Base Currency then due and payable on this Note divided by (ii)
the spot exchange rate for the Settlement Currency versus the Base Currency
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent (as defined below) on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
the Base Currency for the Settlement Currency for settlement on such payment
date in the aggregate amount of Base Currency payable to all holders of Notes
other than those holders electing to receive U.S. dollar payments, and at which
such dealer commits to execute a contract, at 11:00 A.M., New York City time, on
such day. If the holder of this Note transmits a written election for payment of
the principal of, and premium, if any, and interest on this Note in accordance
with the second sentence of the next preceding paragraph, the U.S. dollar amount
to be received by the holder of this Note shall be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent (as
defined below) as of 11:00 A.M., New
11
<PAGE>
York City time, on the second Business Day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of the Settlement
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of the Settlement Currency payable to all holders of Notes electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. If three such bid quotations are not available on the second
Business Day preceding the date of payment of principal of, and premium, if any,
or interest on this Note, such payment will be made in the Settlement Currency.
All currency exchange costs associated with any payment in U.S. dollars on this
Note shall be borne by the holder hereof by deductions from such payment.
Notwithstanding the above, if the Settlement Currency shown above is a
currency or currency unit other than U.S. dollars, and such Settlement Currency
is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company shall be entitled
to satisfy its obligations to the holder of this Note by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the noon buying
rate in The City of New York for cable transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the first Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment made under such
circumstances in U.S. dollars where the required payment is in other than U.S.
dollars will not constitute default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the
12
<PAGE>
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
If so provided above under the heading "Redeemable on or after (at option
of the Company)," this Note may be redeemed by the Company on and after the date
so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The Redemption
Percentage shall initially equal the Initial Redemption Percentage specified
above, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to 100%. Any
redemption of this Note shall be effected on not less than 30 nor more than 60
days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 or, in the case of non-U.S. dollar denominated Notes, of an
amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination) provided that the remaining principal
amount of any Note surrendered for partial repayment shall be at least $100,000
or, in the case of non-U.S. dollar denominated Notes, the minimum Authorized
Denomination referred to above, on any
13
<PAGE>
Business Day on or after the "Initial Date on Which the Note is Repayable at the
Option of the Holder" (as stated above), at the option of the holder, at 100% of
the principal amount to be repaid, plus accrued interest, if any, to the
repayment date. In order for the exercise of option to be effective and the
Notes to be repaid, the Company must receive at the applicable address of the
Paying Agent set forth below or at such other place or places of which the
Company shall from time to time notify the holder of the within Note, on or
before the fifteenth, but not earlier than the twenty-fifth calendar day, or, if
such day is not a Business Day, the next succeeding Business Day, prior to the
repayment date, either (i) this Note, with the form below entitled "Option to
Elect Repayment" duly completed, or (ii) a telegram, telex, 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 a trust
company in the United States of America setting forth (a) the name, address, and
telephone number of the holder of this Note, (b) the principal amount of this
Note and the amount of this Note to be repaid, (c) a statement that the option
to elect repayment is being exercised thereby, and (d) a guarantee stating that
the Company will receive this Note, with the form below entitled "Option to
Elect Repayment" duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission, or letter (and this Note
and form duly completed are received by the Company by such fifth Business Day).
Any such election shall be irrevocable. The address to which such deliveries are
to be made is: U.S. Bank Trust National Association, Attention: Corporate Trust
Division, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601, or, at
such other places as the Company shall notify the holders of the Notes. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment will be determined by the Company, whose
determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated on the face
hereof. Global Notes (as specified above) may represent Notes in denominations
of $1,000 and integral multiples thereof, and corresponding amounts in the
14
<PAGE>
Specified Currency. Upon due presentment for registration of transfer of this
Note at the office or agency of the Company in the City of Chicago, Illinois or
in the Borough of Manhattan, The City of New York, a new Note or Notes in
authorized denominations in the Specified Currency for an equal aggregate
principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture and to the limitations described below if applicable, without charge
except for any tax or other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provisions of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any Paying Agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the registration books of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or
15
<PAGE>
not this Note shall be overdue), for the purpose of receiving payment of or on
account hereof and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent shall be affected by any notice to the contrary.
All payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Note.
No recourse under or upon any obligations, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statue or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
16
<PAGE>
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(Please print or type name and address of the undersigned)
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, 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 a 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 five Business Days
after the date of such telegram, telex, facsimile transmission, or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a
17
<PAGE>
currency other than U.S. dollars, of an amount equal to the integral multiples
referred to above under the heading "Authorized Denominations" (or, if no such
reference is made, an amount equal to the minimum Authorized Denomination) which
the holder elects to have repaid: _______________; and specify the denomination
or denominations (which shall be $1,000 or an integral multiple of thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the holder for the portion of
the within Note not being repaid (in the absence of any specification, one such
Note will be issued for the portion not being repaid):___________________.
Date:
------------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name as written upon page 3
of the Note in every particular
without alteration or enlargement or
any other change whatsoever.
18
<PAGE>
---------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--___CUSTODIAN___
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ---------------------------------
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
- ----------------
/------------------/-----------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _______________________________
________________________________________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.
Dated:
------------------------------ --------------------------------
--------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
19
<PAGE>
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO.
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES F
Due Nine Months or more From Date of Issue
/ / Check this box if the Note is a Global Note.
Applicable if the Note is a Global Note:
[Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation, to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.]
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY
(AT OPTION OF THE (if other than
COMPANY) U.S. dollars):
INITIAL DATE ON WHICH THE NOTE
IS REPAYABLE AT THE OPTION OF
THE HOLDER:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
INITIAL REPAYMENT PERCENTAGE: INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
ANNUAL REPAYMENT PERCENTAGE
REDUCTION:
ANNUAL REDEMPTION PERCENTAGE DEFAULT RATE:
REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS: DEPOSITARY:
(Only applicable if Specified (Only applicable if Note
Currency is other than is a Global Note)
U.S. dollars)
SINKING FUND:
INTEREST PAYMENT DATES:
ORIGINAL ISSUE DISCOUNT SECURITY:
TOTAL AMOUNT OF OID: YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID:
METHOD USED TO DETERMINE YIELD FOR DEFAULT RATE:
SHORT ACCRUAL PERIOD: OID DEFAULT AMOUNT:
APPROXIMATE EXACT
- ------ ---------
AMORTIZING PAYMENT DATES: AMOUNT PAYABLE:
OTHER TERMS:
</TABLE>
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to
___________________________________________________________________________, or
the person in whose name this Note is registered at the close of business on the
fourteenth calendar day next
2
<PAGE>
preceding the Amortizing Payment Date specified above, the applicable
installment on the principal sum of
_______________________________________________________ on each Amortizing
Payment Date, or if such date is not a Business Day (as defined below), the next
succeeding Business Day, in the currency specified above as at the time of
payment shall be legal tender for the payment of public and private debts; and
to pay interest on the unpaid principal amount hereof at the rate per annum
(computed on the basis of a 360-day year of twelve 30-day months) shown above,
in like currency, semi-annually on each Interest Payment Date set forth above
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly made available for payment (or from and
including the date of issue, if no interest has been paid or duly made available
for payment) to but excluding the applicable Interest Payment Date or Maturity
Date, as the case may be; PROVIDED, HOWEVER, that the Company will make such
payments in respect of non-U.S. dollar denominated Notes in the Specified
Currency indicated above in amounts determined as set forth hereinbelow;
PROVIDED, HOWEVER, that payments of principal (and premium, if any) and interest
on Notes denominated in other than U.S. dollars will nevertheless be made in
U.S. dollars (i) at the election of the holder as provided herein and (ii) at
the election of the Company in the case of imposition of exchange controls or
other circumstances beyond the control of the Company as provided herein. Unless
this Note is a Note which has been issued upon transfer of, in exchange for, or
in replacement of a predecessor Note, interest on this Note shall accrue from
the Original Issue Date indicated above. If this Note has been issued upon
transfer of, in exchange for, or in replacement of a predecessor Note, interest
on this Note shall accrue from the last Interest Payment Date to which interest
was paid on such predecessor Note or, if no interest was paid on such
predecessor Note, from the Original Issue Date indicated above. The first
payment of interest on a Note originally issued and dated between a Record Date
(as defined below) and an Interest Payment Date will be due and payable on the
Interest Payment Date following the next succeeding Record Date to the
registered owner on such next succeeding Record Date.
The interest, principal (and premium, if any) payable, and punctually paid
or duly provided for, on any Interest Payment Date will be paid to the Person in
whose name this Security is registered at
3
<PAGE>
the close of business on the fourteenth calendar day next preceding such
Interest Payment Date (each such date a "Record Date"). Any such interest,
principal and premium not so punctually paid or duly provided for will forthwith
cease to be payable to the holder on such Record Date and may either be paid to
the Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of interest and principal on this Note due on any Interest Payment
Date or Amortizing Payment Date, as the case may be, (other than interest or
principal (and premium, if any) on this Note due to the holder hereof on the
Maturity Date or a redemption or repayment date, if any) to be made in U.S.
dollars will be paid by check mailed to the person entitled thereto at his or
her last address as it appears on the registry books of the Company or by wire
transfer to such account as may have been designated by such holder as set forth
herein. Payment of the principal of, premium, if any, and interest, if any, on
this Note due to the holder hereof on the Maturity Date or upon earlier
redemption or repayment to be made in U.S. dollars will be paid, in immediately
available funds, upon presentation of this Note at the Corporate Trust Office of
U.S. Bank Trust National Association in the City of Chicago, Illinois or its
agency in the Borough of Manhattan, The City of New York.
Payments of interest and principal to be made in a currency or currency
unit other than U.S. dollars (other than interest or principal (and premium, if
any) on this Note due to the holder hereof on the Maturity Date or a redemption
or repayment date, if any) will be paid by wire transfer of immediately
available funds to a designated account maintained in
________________________________
(Country of Specified Currency)
or a jurisdiction acceptable to the Company and the Trustee as shall have been
designated at least 5 Business Days prior to the Interest Payment Date or
Amortizing Payment Date, as the case may be, by the registered holder of this
Note on the relevant Record Date. Payment of interest and principal (and
premium, if any) to be made in a currency or currency unit, other than U.S.
dollars, on the
4
<PAGE>
Maturity Date or upon any earlier redemption or repayment will
be made by wire transfer of immediately available funds to a designated account
maintained in _______________________________________,
(Country of Specified Currency)
or other jurisdiction acceptable to the Company and the Trustee as shall have
been designated at least 5 Business Days prior to the payment date by the
registered holder of this Note, provided that this Note is presented for
surrender to the Paying Agent in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made by filing
the appropriate information with the Trustee at its Corporate Trust Office or
agency in The City of New York or the City of Chicago, Illinois and, unless
revoked by written notice to the Paying Agent received by the Paying Agent on or
prior to the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth calendar day preceding the Maturity Date or date of
redemption or repayment, as the case may be, shall remain in effect with respect
to any further payments with respect to this Note payable to such holder.
The holder of any Note denominated in a Specified Currency other than U.S.
dollars may elect to receive payments in U.S. dollars by transmitting a written
request for such payment to the principal office of the paying agent under the
Indenture ("Paying Agent") on or prior to the Record Date immediately preceding
any Interest Payment Date or at least fifteen calendar days prior to the
Maturity Date or date of redemption or repayment, if applicable. Such request
may be in writing (mailed or hand delivered) or by cable or telex or, if
promptly confirmed in writing, by other form of facsimile transmission. The
holder of any such Note may elect to receive payment in U.S. dollars for all
principal, premium and interest payments, if any, and need not file a separate
election for each payment. Any such election will remain in effect until revoked
by written notice to the Paying Agent, but written notice of any such revocation
must be received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding the Maturity Date, or applicable date of redemption or repayment.
If a payment with respect to this Note cannot be made by wire transfer
because the required designation has not been received by the Trustee on or
before the requisite date or for any other
5
<PAGE>
reason, a notice will be mailed to the holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Trustee's receipt of such designation, such payment will be made within
5 Business Days of such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payments will be borne by
the holder or holders of this Note in respect of which payments are made.
If the principal of (and premium, if any) or interest on this Note is
payable in other than U.S. dollars and such Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to the holder of this Note by making payment in U.S. dollars on the basis of the
most recently available exchange rate as specified by the Exchange Rate Agent as
provided herein.
Any payment on this Note due on any day which is not a Business Day in
The City of New York (or if this Note is denominated in other than U.S.
dollars, which is not a Business Day in the country issuing the Specified
Currency (or, if this Note is denominated in euros, "Business Day" shall not
include any day that is a euro non-clearing day as determined by the Euro
Banking Association in Paris or a day on which the trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is not open for business)) need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the due date and no interest shall accrue for the period from and
after such date.
"Business Day" shall mean, as used herein with respect to any particular
location, each Monday, Tuesday, Wednesday, Thursday or Friday which is (a) not a
day on which banking institutions in The City of New York generally are
authorized or obligated by law, regulation or executive order to close and (b)
in the event that this Note is denominated in a Specified Currency other than
U.S. dollars, not a day on which banking institutions in
_____________________________________________________________,
(Principal Financial Center of Country of Specified Currency)
(or, if this Note is denominated in
6
<PAGE>
euros, "Business Day" shall not include any day that is a euro non-clearing
day as determined by the Euro Banking Association in Paris or a day on which
the (TARGET) System, or any successor system, is not open for business) are
authorized or obligated by law, regulation or executive order to close.
Additional provisions of this Note are contained following the signature
lines and Certificate of Authentication hereof and such provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an authorized
officer of the Trustee or its duly authorized agent under the Indenture referred
to hereinbelow.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred to in
the within-mentioned Indenture. By:
---------------------
[name]
[title]
U.S. BANK TRUST NATIONAL ASSOCIATION, f.k.a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:
By:
------------------------------------
Authorized Officer Secretary
---------
OR
[SEAL]
- ---------------------------------------
as Authenticating Agent for the Trustee
By:
----------------------------------
Authorized Officer
7
<PAGE>
GENERAL MILLS, INC.
MEDIUM-TERM FIXED RATE AMORTIZING NOTE, SERIES F
Due Nine Months or more From Date of Issue
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (the "Debt Securities"), all issued or
to be issued under and pursuant to an indenture dated as of February 1, 1996, as
supplemented (the "Indenture"), duly executed and delivered by the Company to
U.S. Bank Trust National Association, as Trustee (the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of the Debt Securities,
which series is limited in aggregate principal amount to $782,000,000 designated
as the Medium-Term Notes, Series F (the "Notes") of the Company. The Notes may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be repayable at the option of the
holder at different times or not at all, be issued at an original issue
discount, be extendable and be denominated in different currencies.
If this Note is denominated in a currency or currency unit other than U.S.
dollars, any U.S. dollar amount to be received by a holder of this Note will be
based on the highest bid quotation (rounded to the nearest cent) in The City of
New York received by the Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for
8
<PAGE>
settlement on such payment date, in an amount equal to the aggregate amount of
the Specified Currency payable to all holders of Notes electing to receive U.S.
dollar payments on such payment date and at which the applicable dealer commits
to execute a contract. If three such bid quotations are not available, payments
will be made in the Specified Currency. All currency exchange costs associated
with any payments in U.S. dollars will be borne by the holder of the Note by
deductions from such payments.
If the principal, premium (if any) or interest on this Note is payable in
a currency or currency unit other than U.S. dollars and, due to the imposition
of exchange controls or other circumstances beyond the control of the Company,
the Specified Currency is not available at the time of any scheduled payment of
principal or interest to be made in the Specified Currency, then the Company
shall be entitled to satisfy its obligations hereunder by making such payment in
U.S. dollars. Any such payment shall be made on the basis of the noon buying
rate in The City of New York for wire transfers of the Specified Currency as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the first Business Day prior to such payment, or if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. Any payment under such circumstances in
U.S. dollars where required payment is in a Specified Currency will not
constitute a default under the Indenture.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the unpaid principal hereof may
be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the
9
<PAGE>
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
If so provided above under the heading "Redeemable on or after (at option
of the Company)," this Note may be redeemed by the Company on and after the date
so indicated. On and after the date, if any, from which this Note may be
redeemed, this Note may be redeemed in whole or in part, at the option of the
Company at a redemption price equal to the product of the principal amount of
this Note to be redeemed multiplied by the Redemption Percentage. The Redemption
Percentage shall initially equal the Initial Redemption Percentage specified
above, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified above, until the Redemption Percentage is equal to 100%. Any
redemption of this Note shall be effected on not less than 30 nor more than 60
days' notice to the holder hereof.
If so provided above, this Note will be repayable in whole or in part in
increments of $1,000 original face amount or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples referred to
under the heading "Authorized Denominations" provided that the remaining
principal amount of any Note surrendered for partial repayment shall be at least
$100,000 or, in the case of non-U.S. dollar denominated Notes, the minimum
Authorized Denomination referred to above, on any Business Day on or after the
"Initial Date on Which the Note is Repayable at the Option of the Holder" (as
stated above), at the option of the holder, at 100% of the principal amount to
be repaid, plus accrued interest, if any, to the repayment date. In order for
the exercise of the option to be effective and the Notes to be repaid, the
Company must receive at the applicable address of the Paying Agent set forth
below or at such other place or places of which the Company shall from time to
time notify the holder of the within Note, on or before the fifteenth, but not
earlier
10
<PAGE>
than the twenty-fifth calendar day, or, if such day is not a Business Day, the
next succeeding Business Day, prior to the repayment date, either (i) this Note,
with the form below entitled "Option to Elect Repayment" duly completed, or (ii)
a telegram, telex, 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 a trust company in the United States of America setting forth
(a) the name, address and telephone number of the holder of this Note, (b) the
principal amount of this Note and the amount of this Note to be repaid, (c) a
statement that the option to elect repayment is being exercised thereby, and (d)
a guarantee stating that the Company will receive this Note, with the form below
entitled "Option to Elect Repayment" duly completed, not later than 5 Business
Days after the date of such telegram, telex, facsimile transmission or letter
(and this Note and form duly completed are received by the Company by such fifth
Business Day). Any such election shall be irrevocable. The address to which such
deliveries are to be made is U.S. Bank Trust National Association, Attention:
Corporate Trust Division, 111 East Wacker Drive, Suite 3000, Chicago, Illinois
60601 (or, at such other places as the Company shall notify the holders of the
Notes). All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Note for repayment will be determined by the
Company, whose determination will be final and binding.
If this Note is issued with an original issue discount, (i) if an Event of
Default with respect to the Notes shall have occurred and be continuing, the
amount of principal of this Note which may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture,
shall be determined in the manner set forth under the heading "OID Default
Amount" above, and (ii) in the case of a default of payment in principal upon
acceleration, redemption, repayment at the option of the holder or at the stated
maturity hereof, in lieu of any interest otherwise payable, the overdue
principal of this Note shall bear interest at a rate of interest per annum equal
to the Default Rate stated above (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
acceleration, redemption, repayment at the option of the holder or stated
maturity, as the case may be, to the date payment
11
<PAGE>
has been made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples thereof or, if the Specified
Currency is other than U.S. dollars, in the denominations indicated above.
Global Notes (as specified above) may represent Notes in denominations of $1,000
and integral multiples thereof, and corresponding amounts in the Specified
Currency. Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the City of Chicago, Illinois or in the
Borough of Manhattan, The City of New York, a new Note or Notes in authorized
denominations in the Specified Currency for an equal aggregate principal amount
and like interest rate and maturity will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture and to the
limitations described below if applicable, without charge except for any tax or
other governmental charge imposed in connection therewith.
If this Note is a Global Note, this Note is exchangeable only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. A Global Note shall be exchangeable into Notes issuable only in
denominations of $1,000 and integral multiples thereof. No Notes shall be
issuable in denominations of less than $1,000. If this Note is exchangeable
pursuant to the preceding sentences, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of
12
<PAGE>
and interest on this Note at the places, at the respective times, at the rate
and in the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered holder hereof as the absolute owner of this Note at such holder's
address as it appears on the registration books of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto or any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by the acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
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OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- -------------------------------------------------------------------------------
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the holder of the within Note,
on or before the fifteenth, but not earlier than the twenty-fifth, calendar day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, 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 a 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, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to above under the heading
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the
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<PAGE>
minimum Authorized Denomination)) which the holder elects to have repaid:
__________________________; and specify the denomination or denominations (which
shall be $1,000 or integral multiples thereof or, if the Note is denominated in
a currency other than U.S. dollars, an Authorized Denomination) of the Note or
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any specification, one such Note will be issued for
the portion not being repaid): __________________________.
Date:
----------------------------- -----------------------------------
Notice: The signature to this Option
to Elect Repayment must correspond
with the name as written upon page 3
of the Note in every particular
without alteration or enlargement or
any other change whatsoever.
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--------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--____CUSTODIAN______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common -----------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
/---------------/--------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint _______________ ________________________________________ attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:
-------------------- ----------------------------
----------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
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