<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1999
REGISTRATION NO. 333-76741
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-00745
------------------------
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 41-0274440
(State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.)
</TABLE>
NUMBER ONE GENERAL MILLS BOULEVARD
MINNEAPOLIS, MINNESOTA 55426
(612) 540-2311
(AFTER MAY 1, 1999: (612) 764-2311)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
SIRI S. MARSHALL, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
GENERAL MILLS, INC.
NUMBER ONE GENERAL MILLS BOULEVARD
MINNEAPOLIS, MINNESOTA 55426
(612) 540-7230
(AFTER MAY 1, 1999: (612) 764-7230)
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPY TO:
ROBERT E. BUCKHOLZ, JR., ESQ.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement, as
determined by market conditions.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities................... $750,000,000(2) 100%(3) $750,000,000(3)(4) $208,500
</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
(2) Or, in the case of debt securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate offering price
of $750,000,000. Any offering of debt securities denominated in a currency
other than U.S. dollars or in a composite currency, will be treated as the
equivalent in U.S. dollars based on the exchange rate in effect at the time
of purchase of the debt securities.
(3) Plus accrued interest, if any.
(4) Pursuant to Rule 429 under the Securities Act of 1933, $32,000,000 of debt
securities are being carried forward from Registration Statement No.
333-00745 for inclusion in the Prospectus filed herewith. A registration fee
of $8,896.00 has previously been paid with respect to such debt securities.
------------------------------
THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-00745, WHICH WAS DECLARED EFFECTIVE ON FEBRUARY 23, 1996. SUCH
POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c)
OF THE SECURITIES ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF
1933, THE PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO
CONSTITUTES A PROSPECTUS FOR REGISTRATION STATEMENT NO. 333-00745; THE
$32,000,000 OF DEBT SECURITIES REMAINING UNSOLD FROM REGISTRATION STATEMENT NO.
333-00745 WILL BE COMBINED WITH THE $750,000,000 AGGREGATE AMOUNT OF DEBT
SECURITIES TO BE REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE
GENERAL MILLS, INC. TO OFFER AN AGGREGATE AMOUNT OF $782,000,000 OF DEBT
SECURITIES PURSUANT TO THE COMBINED PROSPECTUS.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
$782,000,000
[LOGO]
GENERAL MILLS, INC.
Debt Securities
-----------
General Mills may from time to time issue up to $782,000,000 aggregate
principal amount of debt securities. The accompanying prospectus supplement will
specify the terms of these securities.
General Mills may sell these securities to or through underwriters, and also
to other purchasers or through agents. The names of the underwriters or agents
will be in the accompanying prospectus supplement.
--------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------
Prospectus dated May , 1999.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a shelf registration process. Under this shelf process, we may
sell any combination of the debt securities described in this prospectus in one
or more offerings up to a total dollar amount of $782,000,000. This prospectus
provides you with a general description of the debt securities we may offer.
Each time we sell debt securities, we will provide a prospectus supplement and a
pricing supplement containing specific information about the terms of that
offering. The prospectus supplement and the pricing supplement may also add,
update or change information contained in this prospectus. You should read both
this prospectus and any prospectus and pricing supplement together with
additional information described under the heading "Where You Can Find More
Information" on page 15.
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<PAGE>
GENERAL MILLS
General Mills is a leading manufacturer and marketer of packaged consumer
foods. Included among the many products we market are the following well-known
brands: CHEERIOS, WHEATIES, TOTAL and other ready-to-eat cereals, GOLD MEDAL
flour, BETTY CROCKER dessert mixes, BISQUICK baking mix, HAMBURGER HELPER main
meal mixes, POP SECRET microwave popcorn, BUGLES and CHEX snack mix and YOPLAIT
and COLOMBO yogurt products. Our expanding international operations include:
- - Cereal Partners Worldwide, a joint venture with Nestle S.A. for ready-to-eat
cereals
- - Snack Ventures Europe, a joint venture with PepsiCo, Inc. for snacks, and
- - International Dessert Partners, a joint venture with Bestfoods for desserts
and baking mixes.
On April 1, 1999, we employed approximately 10,650 persons, owned ten major
consumer foods plants and owned or operated numerous flour mills and grain
elevators.
Our principal executive offices are located at Number One General Mills
Boulevard, Minneapolis, Minnesota 55426; telephone number (612) 540-2311 (After
May 1, 1999: (612) 764-2311). Our web site address is www.generalmills.com.
Information on our web site is not incorporated into this prospectus. See "Where
You Can Find More Information" on page 15 for details about information
incorporated by reference into this prospectus.
RATIOS OF EARNINGS TO FIXED CHARGES OF THE COMPANY
Our consolidated ratios of earning to fixed charges for the 39 week periods
ended February 28, 1999 and February 22, 1998 and for each of the fiscal years
ended May 1994 through 1998 are as follows:
<TABLE>
<CAPTION>
39 WEEKS ENDED
FISCAL YEARS ENDED
- ------------------------ ---------------------------------------------------------------
FEB 28 FEB 22 MAY 31 MAY 25 MAY 26 MAY 28 MAY 29
1999 1998 1998 1997 1996 1995 1994
- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
7.10 5.97 5.63 6.54 6.94 4.10 6.18
</TABLE>
Earnings consist of income before income taxes plus fixed charges, net of
capitalized interest. Fixed charges consist of interest expense before reduction
for capitalized interest and one-third of rental expense, which is considered to
be representative of an interest factor.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus supplement, the net
proceeds from the sale of the debt securities will be used for general corporate
purposes, which may include, among other things, working capital, capital
expenditures, the repurchase of shares of common stock, the repayment of
short-term borrowings or acquisitions.
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
WE MAY OFFER
As required by federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
indenture. The indenture is a contract, dated February 1, 1996, between us and
U.S. Bank Trust National Association, which acts as trustee. The trustee has two
main roles:
1. The trustee can enforce your rights against us if we default in making a
payment on the debt securities or fail to meet certain other requirements
under the indenture. Defaults are described under "What Is an Event of
Default?" on page 13. There are some limitations on the extent to which the
trustee acts on your behalf, described later on pages 13 and 14 under
"Remedies If an Event of Default Occurs".
2. The trustee also performs administrative duties for us, such as sending you
interest payments, transferring your debt securities to a new buyer if you
sell and sending you notices.
The indenture contains the full legal text of the matters described in this
section. The indenture and the debt securities are governed by New York law. The
indenture is an exhibit to our registration statement. See "Where You Can Find
More Information" on page 15 for information on how to obtain a copy.
We may issue as many distinct series of debt securities under the indenture
as we wish.
This section summarizes the material terms of the debt securities that are
common to all series, although the prospectus supplement which describes the
terms of each series of debt securities may also describe differences with the
material terms summarized here. Because this section is a summary, it does not
describe every aspect of the debt securities, and is subject to and qualified in
its entirety by reference to all the provisions of the indenture, including
definitions of some of the terms used in the indenture. In this prospectus, we
describe the meaning for only the more important terms. We also include
references in parentheses to some sections of the indenture. Whenever we refer
to particular sections or defined terms of the indenture in this prospectus or
in the prospectus supplement, those sections or defined terms are incorporated
by reference here or in the prospectus supplement. You must look to the
indenture for the most complete description of what we describe in summary form
in this prospectus.
Those terms may vary from the terms described in this prospectus. So, this
summary also is subject to and qualified by the description of the terms of the
series described in the prospectus supplement. The prospectus supplement
relating to each series of debt securities will be attached to the front of this
prospectus. There will also be a further prospectus supplement, known as a
pricing supplement, which contains the precise terms of debt securities you are
offered.
We may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated
principal amount. (SECTION 101) The prospectus supplement relating to such
original issue discount securities will describe federal income tax consequences
and other special considerations applicable to them. The debt securities may
also be issued as indexed securities or securities denominated in foreign
currencies or currency units, as described in more detail in the prospectus
supplement relating to any of the particular debt securities. The prospectus
supplement relating to specific debt securities will also describe any special
considerations and certain additional tax considerations applicable to such debt
securities.
In addition, the specific financial, legal and other terms particular to a
series of debt securities are described in the prospectus supplement and the
pricing supplement relating to the series. The prospectus supplement relating to
a series of debt securities will describe the following terms of the series:
- - the title of the series of debt securities;
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<PAGE>
- - any limit on the aggregate principal amount of the series of debt securities;
- - the date or dates on which the series of debt securities will mature;
- - the rate or rates, which may be fixed or variable per annum at which the
series of debt securities will bear interest, if any, and the date or dates
from which that interest, if any, will accrue;
- - the dates on which interest, if any, on the series of debt securities will be
payable and the regular record dates for the interest payment dates;
- - any mandatory or optional sinking funds or similar provisions or provisions
for redemption at the option of the issuer;
- - the date, if any, after which and the price or prices at which the series of
debt securities may, in accordance with any optional or mandatory redemption
provisions, be redeemed and the other detailed terms and provisions of those
optional or mandatory redemption provisions, if any;
- - if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the series of debt securities will be issuable;
- - if other than the principal amount of the series of debt securities, the
portion of the principal amount of the series of debt securities which will be
payable upon the declaration of acceleration of the maturity of such series of
debt securities;
- - the currency of payment of principal, premium, if any, and interest on the
series of debt securities;
- - any index used to determine the amount of payment of principal or premium, if
any, and interest on the series of debt securities;
- - the applicability of the provisions described under "Defeasance";
- - if the series of debt securities will be issuable only in the form of global
security as described under "Book-Entry Debt Securities", the depository or
its nominee with respect to the series of debt securities and the
circumstances under which the global security may be registered for transfer
or exchange in the name of a person other than the depository or the nominee;
and
- - any other special feature of the series of debt securities.
LEGAL OWNERSHIP
STREET NAME AND OTHER INDIRECT HOLDERS
Investors who hold debt securities in accounts at banks or brokers will
generally not be recognized by us as the legal holders of debt securities. This
is called holding in street name. Instead, we would recognize as the holder only
the bank or broker, or the financial institution the bank or broker uses to hold
its debt securities. These intermediary banks, brokers and other financial
institutions pass along principal, interest and other payments on the debt
securities, either because they agree to do so in the agreements with their
customers or because they are legally required to do so. If you hold debt
securities in street name, you should check with your own institution to find
out:
- - How it handles securities payments and notices.
- - Whether it imposes fees or charges.
- - How it would handle voting if ever required.
- - Whether and how you can instruct it to send you debt securities registered in
your own name so you can be a direct holder as described below.
- - How it would pursue rights under the debt securities if there were a default
or other event triggering the need for direct holders to act to protect their
interests.
DIRECT HOLDERS
Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to persons or entities who
are the direct holders of debt securities, such as those who are registered as
holders of debt securities. As
5
<PAGE>
noted above, we do not have obligations to you if you hold in street name or
through other indirect means, either because you choose to hold debt securities
in that manner or because the debt securities are issued in the form of global
securities, as described below. For example, once we make payment to the
registered holder, we have no further responsibility for the payment even if
that registered holder is legally required to pass the payment along to you as a
street name customer but fails to do so.
GLOBAL SECURITIES
WHAT IS A GLOBAL SECURITY? A global security is a special type of
indirectly held security, as described above under "Street Name and Other
Indirect Holders." If we choose to issue debt securities in the form of global
securities, the ultimate beneficial owners can only be indirect holders. We do
this by requiring that the global security be registered in the name of a
financial institution we select and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global security
is called the depositary.
Any person wishing to own a debt security included in the global security
must do so indirectly by virtue of an account with a broker, bank or other
financial institution that in turn has an account with the depositary. The
prospectus supplement indicates whether your series of debt securities will be
issued only in the form of global securities.
SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a direct holder of debt securities and instead deal
only with the depositary that holds the global security.
If you are an investor in debt securities that are issued only in the form
of global securities, you should be aware that:
- - You cannot get debt securities registered in your own name.
- - You cannot receive physical certificates for your interest in the debt
securities.
- - You will be a street name holder and must look to your own bank or broker for
payments on the debt securities and protection of your legal rights relating
to the debt securities. See "Street Name and Other Indirect Holders" on page
5.
- - You may not be able to sell interests in the debt securities to some insurance
companies and other institutions that are required by law to own their
securities in the form of physical certificates.
- - The depositary's policies will govern payments, transfers, exchange and other
matters relating to your interest in the global security. We and the trustee
have no responsibility for any aspect of the depositary's actions or for its
records of ownership interests in the global security. We and the trustee also
do not supervise the depositary in any way.
- - The depositary will require that interests in a global security be purchased
or sold within its system using immediate funds for settlement.
SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described later, the global security will terminate and
interests in it will be exchanged for physical certificates representing debt
securities. After that exchange, the choice of whether to hold debt securities
directly or in street name will be up to you. You must consult your own bank or
broker to find out how to have your interests in debt securities transferred to
your own name, so that you will be a direct holder. The rights of street name
investors and direct holders in the debt securities have been previously
described in the subsections entitled "Street Name and
6
<PAGE>
Other Indirect Holders" on page 5 and "Direct Holders" on pages 5 and 6.
The special situations for termination of a global security are:
- - When the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary,
- - When we notify the trustee that we wish to terminate the global security, or
- - When an event of default on the debt securities has occurred and has not been
cured. Defaults are discussed later under "Events of Default" on pages 13 and
14.
The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
debt securities covered by the prospectus supplement. When a global security
terminates, the depositary, and not we or the trustee, is responsible for
determining the names of the institutions that will be the initial direct
holders. (SECTIONS 204 AND 305)
- -------------------------------------------
IN THE REMAINDER OF THIS DESCRIPTION "YOU" MEANS DIRECT HOLDERS AND NOT STREET
NAME OR OTHER INDIRECT HOLDERS OF DEBT SECURITIES. INDIRECT HOLDERS SHOULD READ
THE PREVIOUS SUBSECTION ON PAGES 5 AND 6 ENTITLED "STREET NAME AND OTHER
INDIRECT HOLDERS."
- -------------------------------------------
OVERVIEW OF REMAINDER OF THIS DESCRIPTION
The remainder of this description summarizes:
- - ADDITIONAL MECHANICS relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where we make payments.
- - Your rights under several SPECIAL SITUATIONS, such as if we merge with another
company or if we want to change a term of the debt securities.
- - A covenant contained in the indenture, referred to here as "LIMITATION ON
LIENS ON MAJOR PROPERTY AND U.S. OPERATING SUBSIDIARIES", about limitations on
our ability to incur liens and other encumbrances on our properties or the
voting stock of some of our subsidiaries. A particular series of debt
securities may have additional restrictive covenants.
- - Your rights if we DEFAULT or experience other financial difficulties.
- - OUR RELATIONSHIP WITH THE TRUSTEE.
ADDITIONAL MECHANICS
FORM, EXCHANGE AND TRANSFER
The debt securities will be issued:
- - only in fully registered form
- - without interest coupons
- - unless otherwise indicated in the prospectus supplement, in denominations that
are even multiples of $1,000. (SECTION 302)
You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. (SECTION
305) This is called an exchange.
You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
direct holders and transferring debt securities. We may change this appointment
to another entity or perform it ourselves. The entity performing the role of
maintaining the list of registered direct holders is called the security
registrar. It will also perform transfers. (SECTION 305)
You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership. (SECTION 305)
If we have designated additional transfer agents, they are named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We my also approve a change in the office through which any transfer
agent acts. (SECTION 1002)
7
<PAGE>
If the debt securities are redeemable and we redeem less than all of the
debt securities of a particular series, we may block the transfer or exchange of
debt securities during the period beginning 15 days before the day we mail the
notice of redemption and ending on the day of that mailing, in order to freeze
the list of holders to prepare the mailing. We may also refuse to register
transfers or exchanges of debt securities selected for redemption, except that
we will continue to permit transfers and exchanges of the unredeemed portion of
any debt security being partially redeemed. (SECTION 305)
PAYMENT AND PAYING AGENTS
We will pay interest to you if you are a direct holder listed in the
trustee's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the debt security on the
interest due date. That particular day, usually about two weeks in advance of
the interest due date, is called the regular record date and is stated in the
prospectus supplement. (SECTION 307)
Holders buying and selling debt securities must work out between them how to
compensate for the fact that we will pay all the interest for an interest period
to the one who is the registered holder on the regular record date. The most
common manner is to adjust the sales price of the debt securities to pro rate
interest fairly between buyer and seller. This pro rated interest amount is
called accrued interest.
We will pay interest, principal and any other money due on the debt
securities at the corporate trust office of the trustee in New York City.
(SECTION 1002) That office is currently located at 100 Wall Street, Suite 2000,
New York, NY 10005. You must make arrangements to have your payments picked up
at or wired from that office. We may also choose to pay interest by mailing
checks.
- -------------------------------------------
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
- -------------------------------------------
We may also arrange for additional payment offices, and may cancel or change
these offices, including our use of the trustee's corporate trust office. These
offices are called paying agents. We may also choose to act as our own paying
agent. We must notify the trustee of changes in the paying agents for any
particular series of debt securities. (SECTION 1002)
NOTICES
We and the trustee will send notices regarding the debt securities only to
direct holders, using their addresses as listed in the trustee's records.
(SECTIONS 101 AND 106)
Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of two years after the amount is due to
direct holders will be repaid to us. After that two-year period, you may look
only to us for payment and not to the trustee or any other paying agent.
(SECTION 1003)
SPECIAL SITUATIONS
MERGERS AND SIMILAR EVENTS
We are generally permitted to consolidate or merge with another company or
firm. We are also permitted to sell or lease substantially all of our assets to
another firm. However, we may not take any of these actions unless the following
conditions, among others, are met:
- - Where we merge out of existence or sell or lease substantially all our assets,
the other firm may not be organized under a foreign country's laws, that is,
it must be a corporation, partnership or trust organized under the laws of a
State or the District of Columbia or under federal law and it must agree to be
legally responsible for the debt securities.
- - The merger, sale of assets or other transaction must not bring about a default
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on the debt securities, and we must not already be in default, unless the
merger or other transaction would cure the default. For purposes of this
no-default test, a default would include an event of default that has occurred
and not been cured. A default for this purpose would also include any event
that would be an event of default if the requirements for giving us notice of
our default or our default having to exist for a specific period of time were
disregarded. (SECTION 801)
- - It is possible that the merger, sale of assets or other transaction would
cause some of our property to become subject to a mortgage or other legal
mechanism giving lenders preferential rights in our property over other
lenders or over our general creditors if we fail to pay them back. We have
promised to limit these preferential rights, called liens, as discussed later
under "Restrictive Covenants--Limitation on Liens on Major Property and U.S.
Operating Subsidiaries". If a merger or other transaction would create any
liens which are not permitted under the indenture, we must grant an equivalent
lien to the direct holders of the debt securities. (SECTIONS 801 AND 1006)
- - If we merge out of existence or sell substantially all our assets and the
other firm becomes the successor to General Mills and is legally responsible
for the debt securities, we will be relieved of its responsibilities for the
debt securities (SECTION 802)
MODIFICATION AND WAIVER
There are three types of changes we can make to the indenture and the debt
securities.
CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your debt securities without your specific approval. A list of these
follows:
- - change the payment due date of the principal or interest on a debt security
stated in the debt security
- - reduce any amounts due on a debt security
- - reduce the amount of principal payable upon acceleration of the maturity of a
debt security following a default
- - change the place or currency of payment on a debt security
- - impair your right to sue for payment
- - reduce the percentage of direct holders of debt securities whose consent is
needed to modify or amend the indenture
- - reduce the percentage of holders of debt securities whose consent is needed to
waive compliance with certain provisions of the indenture or to waive certain
defaults
- - modify any other aspect of the provisions dealing with modification and waiver
of the indenture, except to increase the percentages required or provide that
other provisions of the indenture cannot be changed without the consent of any
direct holder affected by the change (SECTION 902)
CHANGES NOT REQUIRING APPROVAL. The second type of change does not require
any vote by holders of debt securities. This type is limited to clarifications
and certain other changes that would not adversely affect direct holders of the
debt securities. (SECTION 901)
CHANGES REQUIRING A MAJORITY VOTE. Third, we need a vote by direct holders
of debt securities owning a majority of the principal amount of the particular
series affected to obtain a waiver of certain of the restrictive covenants,
including the one described later under "Restrictive Covenants-Limitation on
Liens on Major Property and U.S. Operating Subsidiaries". (SECTION 1008) We also
need such a majority vote to obtain a waiver of any past default, except a
payment default on principal or interest or concerning a provision of the
indenture that can't be changed without the consent of the direct holder.
(SECTION 513) In addition, most other changes to the indenture and the debt
securities also require a majority vote of the direct holders. (SECTION 902)
FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the
following
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rules to decide how much principal amount to attribute to a debt security:
- - For original issue discount securities, we will use the principal amount that
would be due and payable on the voting date if the maturity of those debt
securities were accelerated to that date because of a default.
- - For debt securities whose principal amount is not known, for example, because
it is based on an index, we will use a special rule for that debt security
determined by our board of directors or described in the prospectus
supplement.
- - For debt securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent.
Debt securities will not be considered outstanding, and therefore will not
be eligible to vote, if we have deposited or set aside in trust for you money
for their payment or redemption. Debt securities will also not be eligible to
vote if they have been fully defeased as described on pages 11 and 12 under
"Full Defeasance". (SECTION 101)
We will generally be entitled to set any day as a record date for the
purpose of determining the direct holders of outstanding debt securities that
are entitled to vote or take other action under the indenture. (SECTION 301) In
some circumstances, the trustee will be entitled to set a record date for action
by holders.
- -------------------------------------------
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE WISH TO CHANGE THE
INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
- -------------------------------------------
RESTRICTIVE COVENANTS
LIMITATION ON LIENS ON MAJOR PROPERTY AND U.S. OPERATING SUBSIDIARIES
Some of our property may be subject to a mortgage or other legal mechanism
that gives our lenders preferential rights in that property over other lenders,
including you and the other direct holders of the debt securities, or over our
general creditors if we fail to pay them back. These preferential rights are
called liens. In the indenture, we promise not to create, issue, assume, incur
or guarantee any indebtedness for borrowed money that is secured by a mortgage,
pledge, lien, security interest or other encumbrance on
- - any flour mill, manufacturing or packaging plant or research laboratory owned
by us or one of our current or future United States operating subsidiaries, or
- - any stock or debt issued by one of our current or future United States
operating subsidiaries
unless we also secure all the debt securities that are still outstanding under
the indenture equally with the indebtedness being secured. (SECTION 1006) This
promise does not restrict our ability to sell or otherwise dispose of our
interests in any U.S. operating subsidiary.
These requirements do not apply to liens
- - existing on February 1, 1996 and any extensions, renewals or replacements of
those liens
- - relating to the construction, improvement or purchase of a flour mill, plant
or laboratory
- - in favor of us or one of our U. S. operating subsidiaries
- - in favor of governmental units for financing construction, improvement or
purchase of our property
- - existing on property, stock or debt existing at the time we acquire it,
including liens on property, stock or debt of a U.S. operating subsidiary at
the time we acquire it
- - relating to the sale of our property
- - for work done on our property
- - for workers' compensation
- - relating to litigation or legal judgments
- - for taxes, assessments or governmental charges not yet due, and
10
<PAGE>
- - consisting of easements or other restrictions, defects or encumbrances on real
property
We may also avoid securing the debt securities equally with the indebtedness
being secured if the amount of the indebtedness being secured plus the value of
any sale and lease back transactions, as described below, we have done is 15% or
less than the amount of our consolidated total assets minus our consolidated
non-interest bearing current liabilities, as reflected on our consolidated
balance sheet. (SECTION 1006)
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
In the indenture, we also promise that we and our U. S. subsidiaries will
not enter into any sale and leaseback transactions on our principal property
unless we satisfy some restrictions. A sale and leaseback transaction involves
our sale to a bank, insurance company or other investor of one or more of our
pieces of property and our lease back of the property for more than three years,
with funds advanced by the bank or investor on the security of the property.
We may enter into a sale and leaseback transaction covering our flour mills,
plants or research laboratories only if
1. it falls into the exceptions for liens described above under "Restrictive
Covenants--Limitations on Liens on Major Property and U.S. Operating
Subsidiaries," or
2. within 180 days after the property sale, we set aside for the retirement of
funded debt, meaning notes or bonds which mature at or may be extended to a
date more than 12 months after issuance, an amount equal to the greater of
(a) the net proceeds of the sale of the principal property or
(b) the fair market value of the principal property sold, minus
(c) the principal amount of any debt securities delivered to the trustee for
retirement within 120 days after the property sale and
(d) the principal amount of any funded debt, other than debt securities,
voluntarily retired by us within 120 days after the property sale, or
3. the attributable value, as described below, of all sale and leaseback
transactions plus any indebtedness which we incur that, but for the
exception in the last paragraph of "Restrictive Covenants--Limitations on
Liens on Major Property and U.S. Operating Subsidiaries" above, would have
required us to secure the debt securities equally with it is 15% or less
than the amount of our consolidated non-interest bearing current
liabilities, as reflected on our consolidated balance sheet (SECTION 1007)
We determine the attributable value of a sale and leaseback transaction by
choosing the lesser of 1 and 2:
<TABLE>
<S> <C> <C> <C>
1. sale price of X remaining portion
leased property of base term of
lease
------------------
base term of lease
</TABLE>
2. the total obligation of the lessee for rental payments discounted to present
value at the highest interest rate on any outstanding series of debt
securities, during the remaining portion of the base term of the lease. The
rental payments in this calculation do not include amounts for property
taxes, maintenance, repairs, insurance, water rates and other items which
are not payments for the property itself. (SECTION 101)
DEFEASANCE
The following discussion of full defeasance and covenant defeasance will be
applicable to your series of debt securities only if we choose to have them
apply to that series. If we do so choose, we will state that in the prospectus
supplement. (SECTION 1301)
FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the debt securities, called
11
<PAGE>
full defeasance, if we put in place the following arrangements for you to be
repaid:
- - We must deposit in trust for your benefit and the benefit of all other direct
holders of the debt securities a combination of money and U.S. government or
U.S. government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on their
various due dates.
- - There must be a change in current federal tax law or an IRS ruling that lets
us make the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just repaid
the debt securities ourselves. Under current federal tax law, the deposit and
our legal release from the debt securities would be treated as though we took
back your debt securities and gave you your share of the cash and notes or
bonds deposited in trust. In that event, you could recognize gain or loss on
the debt securities you give back to us.
- - We must deliver to the trustee a legal opinion of our counsel confirming the
tax law change described above.
If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the debt securities.
You could not look to us for repayment in the unlikely event of any shortfall.
Conversely, the trust deposit would most likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent. (SECTIONS
1302 AND 1304)
COVENANT DEFEASANCE. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the debt securities. This is called covenant defeasance. In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
the debt securities. In order to achieve covenant defeasance, we must do the
following:
- - We must deposit in trust for your benefit and the benefit of all other direct
holders of the debt securities a combination of money and U.S. government or
U.S. government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on their
various due dates.
- - We must deliver to the trustee a legal opinion of our counsel confirming that
under current federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did
not make the deposit and just repaid the debt securities ourselves.
If we accomplish covenant defeasance, the following provisions among others
of the indenture and the debt securities would no longer apply:
- - Our promises regarding conduct of our business previously described on page 10
under "Restrictive Covenants--Limitation on Liens on Major Property and U.S.
Operating Subsidiaries," and any other covenants applicable to the series of
debt securities and described in the prospectus supplement.
- - The condition regarding the treatment of liens when we merge or engage in
similar transactions, as described on page 8 under "Mergers and Similar
Events".
- - The events of default relating to breach of covenants and acceleration of the
maturity of other debt, described below under "What Is an Event of Default?"
If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if there were a shortfall in the trust deposit. In fact,
if one of the remaining Events of Default occurred, such as our bankruptcy and
the debt securities become immediately due and payable, there may be a shortfall
in the trust deposit. Depending on the event causing the default, you may not be
able to obtain payment of the shortfall. (SECTIONS 1303 AND 1304)
12
<PAGE>
DEFAULT AND RELATED MATTERS
EQUAL RANKING WITH OUR OTHER UNSECURED CREDITORS
The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The debt securities are not subordinated to any of our
other unsecured debt obligations and therefore they rank equally with all our
other unsecured and unsubordinated indebtedness.
EVENTS OF DEFAULT
You will have special rights if an event of default occurs and is not cured,
as described later in this subsection.
WHAT IS AN EVENT OF DEFAULT? For each series of debt securities, the term
event of default means any of the following:
- - We do not pay interest on a debt security within 30 days of its due date.
- - We do not pay the principal or any premium on a debt security on its due date.
- - We do not deposit money into a separate custodial account, known as a sinking
fund, when such deposit is due, if we had agreed to maintain a sinking fund.
- - We remain in breach of the restrictive covenants described previously under
"Restrictive Covenants" or any other term of the indenture for 60 days after
we receive a notice of default stating we are in breach. The notice must be
sent by either the trustee or direct holders of at least 25% of the principal
amount of debt securities of the affected series.
- - We file for bankruptcy or certain other events of bankruptcy, insolvency or
reorganization occur.
- - Any other event of default described in the prospectus supplement occurs.
(SECTION 501)
REMEDIES IF AN EVENT OF DEFAULT OCCURS. In the event of our bankruptcy,
insolvency or in the case of other similar proceeding, all of the debt
securities of the affected series will automatically be due and immediately
payable. If a non-bankruptcy event of default has occurred and has not been
cured, the trustee or the direct holders of not less than 25% in principal
amount of the debt securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.
A declaration of acceleration of maturity may be canceled by the direct
holders of at least a majority in principal amount of the debt securities of the
affected series, if
- - we pay or deposit with the trustee an amount sufficient to pay
- all overdue interest
- principal and premium, if any, which has become due other than as a result
of the acceleration, plus any interest on that principal
- interest on overdue interest, if that payment is lawful, amounts paid or
advanced by the trustee and reasonable trustee compensation and expenses,
and
- - all defaults, other than payment defaults, on any restrictive covenants have
been waived or cured. (SECTION 502)
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of
any direct holders unless the holders offer the trustee reasonable protection
from expenses and liability, called an indemnity, (SECTION 603) If reasonable
indemnity is provided, the direct holders of a majority in principal amount of
the outstanding debt securities of the relevant series may direct the time,
method and place of conducting any lawsuit or other formal legal action seeking
any remedy available to the trustee. These majority direct holders may also
direct the trustee in performing any other action under the indenture. (SECTION
512)
Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or
13
<PAGE>
protect your interests relating to the debt securities, the following must
occur:
- - You must give the trustee written notice that an event of default has occurred
and remains uncured.
- - The direct holders of 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request that the trustee
take action because of the default, and must offer reasonable indemnity to the
trustee against the cost and other liabilities of taking that action.
- - The trustee must have not received from direct holders of a majority in
principal amount of the outstanding debt securities of that series a direction
inconsistent with the written notice.
- - The trustee must have not taken action for 60 days after receipt of the above
notice and offer of indemnity. (SECTION 507)
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (SECTION 508)
- -------------------------------------------
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR
INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
- -------------------------------------------
We will provide to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default that we know
about. (SECTION 1004)
OUR RELATIONSHIP WITH THE TRUSTEE
The trustee is also trustee under our July 1, 1982 indenture and acts as an
agent for the issuance of the our commercial paper. U.S. Bank, National
Association, an affiliate of the trustee, provides cash management and other
banking and advisory services to us in the normal course of business.
PLAN OF DISTRIBUTION
General Mills may sell debt securities to or through underwriters and also
may sell debt securities directly to other purchasers or through agents.
The distribution of the debt securities offered under the prospectus may
occur from time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of debt securities, underwriters may receive
compensation from General Mills or from purchasers of debt securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell debt securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions, or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of debt securities offered under the prospectus may be underwriters
as defined in the Securities Act. Any underwriters or agents will be identified
and their compensation (including underwriting discount) will be described in
the applicable prospectus supplement. The prospectus supplement will also
describe the other terms of the offering, including any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
the offered securities may be listed.
General Mills may have agreements with the underwriters, dealers and agents
to indemnify them against certain liabilities, including liabilities under the
Securities Act, or to contribute with respect to payments which the
underwriters, dealers or agents may be required to make as a result of those
certain liabilities.
VALIDITY OF DEBT SECURITIES
The validity of the debt securities will be passed upon for General Mills by
Siri S. Marshall, Senior Vice President and General
14
<PAGE>
Counsel, and, unless otherwise indicated in the applicable prospectus supplement
or prospectus supplements, for any underwriters or agents, as the case may be,
by Sullivan & Cromwell, New York, New York. As of April 1, 1999, Ms. Marshall
owned, directly and indirectly, 18,167 shares of General Mills' common stock,
and exercisable options to purchase 13,870 additional shares of General Mills'
common stock.
EXPERTS
The consolidated financial statements and schedule of the Company and its
subsidiaries as of May 31, 1998 and May 25, 1997 and for each of the fiscal
years in the three-year period ended May 31, 1998 have been incorporated by
reference in this prospectus and in the registration statement in reliance upon
the reports of KPMG Peat Marwick LLP, independent certified public accountants,
which reports are also incorporated by reference in this prospectus and upon the
authority of KPMG Peat Marwick LLP as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public through
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. You may
also visit the General Mills web site at www.generalmills.com for more
information about us. Information on our web site is not incorporated into this
prospectus.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.
- Annual Report on Form 10-K for the year ended May 31, 1998,
- Quarterly Reports on Form 10-Q for the quarters ended February 28, 1999,
November 29, 1998 and August 30, 1998.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Number One General Mills Blvd.
Minneapolis, MN 55426
(612) 540-7365
(After May 1, 1999: (612) 764-7365)
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these debt securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee..................................................... $ 208,500
Accountant's fees and expenses........................................... 15,000
Attorneys' fees and expenses............................................. 43,000
Printing and engraving expenses.......................................... 25,000
Fees and expenses of trustee............................................. 5,000
Rating Agencies fees..................................................... 100,000
Miscellaneous............................................................ 0
---------
Total................................................................ $ 396,500*
---------
---------
</TABLE>
- ------------------------
* All amounts are estimates except for the SEC registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under provisions of the By-laws of the Company, each person who is or was a
director or officer of the Company shall be indemnified by the Company as of
right to the full extent permitted or authorized by Section 145 of the General
Corporation Law of Delaware.
Under Section 145 of the Delaware General Corporation Law, the directors and
officers of the Company are entitled, under certain circumstances, to be
indemnified by it against all expenses and liabilities incurred by or imposed
upon them as a result of suits brought against them as such directors and
officers, if they act in good faith and in a manner they reasonably believe to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, have no reasonable cause to believe their
conduct was unlawful, except that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to which they shall have
been adjudged to be liable to the Company, unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper. Any such indemnification
may be made by the Company only as authorized in each specific case upon a
determination by the stockholders, independent legal counsel, a majority of the
disinterested directors or a committee of disinterested directors that
indemnification is proper in the circumstances because the indemnitee has met
the applicable statutory standard of conduct.
The Company maintains standard policies of directors' and officers'
liability insurance.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted by a company to its directors and officers, such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------
<C> <S> <C>
*1.1 -- Form of Underwriting Agreement.
4.1 -- Indenture, dated February 1, 1996 between General Mills and U.S. Bank Trust National Association,
as trustee, incorporated by reference to Exhibit 4.1 to the General Mills Form S-3 Registration
Statement No. 333-00745.
4.2 -- Proposed form of debt securities (included in Exhibit 4.1)
*5 -- Opinion of Siri S. Marshall, including her consent therein.
*12 -- Statement re ratios of earnings to fixed charges.
*23.1 -- Consent of KPMG Peat Marwick LLP.
*23.2 -- Consent of Siri S. Marshall (included in Exhibit 5).
*24 -- Powers of Attorney.
25 -- Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S.
Bank Trust National Association, incorporated by reference to Exhibit 25 to the General Mills Form
S-3 Registration Statement No. 333-00745.
</TABLE>
- ------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Sections
II-2
<PAGE>
13(a) or 15(d) of the Securities Exchange Act of 1934 (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
4. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General Mills
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf, in the City of Golden Valley
(Minneapolis), State of Minnesota, on the 12th day of May, 1999.
<TABLE>
<S> <C> <C>
GENERAL MILLS, INC.
By Stephen W. Sanger /s/ SIRI S. MARSHALL
--------------------------------- ---------------------------
Chairman of the Board and Siri S. Marshall
Chief Executive Officer Attorney-in-fact
</TABLE>
POWER OF ATTORNEY
I appoint J.A. Lawrence, S.S. Marshall, K.L. Thome and I.S. Bernhardson,
together and separately, to be my attorneys-in-fact. This means they may, in my
place:
- sign this registration statement on Form S-3 and any and all amendments
(including post-effective amendments) to the registration statement
covering the issuance of up to $750,000,000 principal amount of debt
securities of General Mills, Inc.;
- file Form S-3 and any and all amendments (including post-effective
amendments) with exhibits and related documents;
- perform the acts that need to be done concerning these filings; and
- name others to take their place.
I am responsible for everything my attorneys-in-fact do when acting lawfully
within the scope of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------- -------------------------------------
<S> <C> <C>
Stephen W. Sanger Chairman of the Board and Chief
Executive Officer
Richard M. Bressler Director
Livio D. DeSimone Director
William T. Esrey Director
/s/ SIRI S. MARSHALL
---------------------------
Charles W. Gaillard Director, President Siri S. Marshall
Raymond V. Gilmartin Director Attorney-in-fact
Judith Richards Hope Director
Kenneth A. Macke Director May 12, 1999
Michael D. Rose Director
A. Michael Spence Director
Dorothy A. Terrell Director
Raymond G. Viault Director, Vice Chairman
C. Angus Wurtele Director
/s/ JAMES A. LAWRENCE Executive Vice President, May 12, 1999
- ----------------------------- Chief Financial Officer
James A. Lawrence
/s/ KENNETH L. THOME Senior Vice President, May 12, 1999
- ----------------------------- Financial Operations
Kenneth L. Thome (Principal Accounting Officer)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE
- ----------- --------------------------------------------------------------------------------------------- ---------
<C> <S> <C>
*1.1 Form of Underwriting Agreement.
4.1 Indenture, dated February 1, 1996 between General Mills and U.S. Bank Trust National
Association, as trustee, incorporated by reference to Exhibit 4.1 to the General Mills Form
S-3 Registration Statement No. 333-00745.
4.2 Proposed form of debt securities (included in Exhibit 4.1).
*5 Opinion of Siri S. Marshall, including her consent therein.
*12 Statement re ratios of earnings to fixed charges.
*23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Siri S. Marshall (included in Exhibit 5).
*24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of
U.S. Bank Trust National Association, incorporated by reference to Exhibit 25 to the General
Mills Form S-3 Registration Statement No. 333-00745.
</TABLE>
- ------------------------
* Previously filed.
