GENERAL MILLS INC
8-K, 1999-09-29
GRAIN MILL PRODUCTS
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                                  UNITED STATES
                       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 (Date of earliest event reported): September 27, 1999

                               GENERAL MILLS, INC.

                   (Exact name of registrant as specified in its charter)



      Delaware                   1-1185                     41-0274440
(State of Incorporation)  (Commission File Number)        (IRS Employer
                                                       Identification No.)


Number One General Mills Boulevard
(Mail:  P.O. Box 1113)
Minneapolis, Minnesota   55440
(Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:  (612) 764-2311







<PAGE>





Item 5.  Other Events.

         On  September  27, 1999,  the Board of  Directors  authorized a 2-for-1
split of  General  Mills'  common  stock  effected  in the form of a 100%  stock
dividend. Each stockholder will receive one additional share of common stock for
each share owned as of the close of business on October 8, 1999.  One additional
stock  certificate  will be mailed to each such stockholder on November 8, 1999.
The stock  split  does not  result in any gain or loss for  federal  income  tax
purposes.

         The stock split will trigger  adjustments  to the  Company's  Preferred
Stock Purchase Rights (the "Rights") issued under the Rights Agreement, dated as
of December 11, 1995 (the "Rights  Agreement"),  between the Company and Norwest
Bank Minnesota,  N.A., as Rights Agent.  After the stock split,  when and if the
Rights  become  exercisable,  each Right will entitle the holder to purchase one
two-hundredth  (1/200)  of a  share  of the  Company's  Series  B  Participating
Cumulative Preference Stock ("Series B Preference Shares") for $120, rather than
the current one  one-hundredth  (1/100) of a share for $240.  In  addition,  the
redemption price for the Rights will be reduced from $.01 per Right to $.005 per
Right.  The Series B Preference  Shares will also be adjusted as a result of the
stock split so that one  two-hundredth  of a Series B  Preference  Share will be
economically  equivalent to one share of Common Stock.  Reference is made to the
Rights Agreement, included as an Exhibit to the Company's Current Report on Form
8-K dated December 11, 1995, for a more complete description of the terms of the
Rights.

                                   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.


Dated:  September 28, 1999            By:       /s/ Ivy S. Bernhardson
                                          ------------------------------------
                                             Ivy S. Bernhardson
                                             Vice President, Associate General
                                                Counsel and Secretary


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