SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
General Mills, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 41-0274440
(State of Incorporation) (IRS Employer Identification No.)
Number One General Mills Boulevard
(Mail: P.O. Box 1113)
Minneapolis, Minnesota 55426 (Mail: 55440)
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class securities
securities pursuant to Section 12(b) pursuant to Section 12(g) of the
of the Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction
please check the following box.[X] box. [ ]
Securities Act registration statement file number to which
this form relates:
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
General Mills, Inc. (the "Company") and Wells Fargo Bank Minnesota, N.A.
(formerly known as Norwest Bank Minnesota, N.A.) (the "Rights Agent") have
entered into Amendment No. 1 (the "First Amendment"), dated as of July 16, 2000,
to the Rights Agreement, dated as of December 11, 1995, between the Company and
the Rights Agent (the "Rights Agreement"). On December 11, 1995, the Board of
Directors of the Company (the "Board") declared a dividend of one preference
share purchase right (a "Right") for each outstanding share of common stock, par
value $.10 per share (the "Common Shares"), of the Company. The dividend was
paid on February 1, 1996 to stockholders of record on January 10, 1996 (the
"Record Date"). On September 27, 1999, the Board declared a two-for-one stock
split effected in the form of a 100 percent stock dividend whereby each
stockholder received one additional Common Share on November 8, 1999 for each
Common Share owned at the close of business on October 8, 1999 (the "Stock
Split"). The following description of the Rights gives effect to the Stock Split
and separately describes the First Amendment.
RIGHTS AGREEMENT. Each Right entitles the registered holder to purchase
from the Company one two-hundredth of a share of Series B Participating
Cumulative Preference Stock, without par value (the "Preference Shares"), of the
Company at a price of $120 per one two-hundredth of a Preference Share (the
"Purchase Price"), subject to adjustment.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 20% or more of the outstanding
Common Shares or (ii) 10 business days (or such later date as may be determined
by action of the Board prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of the outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of a Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
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certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 1, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preference Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one two-hundredths of a
Preference Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preference Share will be entitled to a minimum preferential
quarterly dividend payment of $10 per share but will be entitled to an aggregate
dividend of 200 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preference Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 200 times the payment made per Common Share. Each
Preference Share will have 200 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preference Share will be entitled to receive
200 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preference Shares' dividend, liquidation and
voting rights, the value of the one two-hundredth interest in a Preference Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder
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of a Right will thereafter have the right to receive, upon the exercise thereof
at the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that any
person or group of affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value at the time of such occurrence of two times the exercise
price of the Right.
At any time after any person or group of affiliated or associated persons
becomes an Acquiring Person and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one Common Share, or one
two-hundredth of a Preference Share, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one two-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.
At any time prior to the time any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board may redeem the Rights
in whole, but not in part, at a price of $.005 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board without the consent of
the holders of the Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of .001% and the
largest percentage of the outstanding Common Shares then known to the Company to
be beneficially owned by any person or group of affiliated or associated persons
and (ii) 10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person, no such amendment
may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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The Rights Agreement specifying the terms of the Rights and the form of
press release announcing the declaration of the Rights were filed as Exhibits 1
and 2, respectively, to the Registration Statement on Form 8-A of the Company,
filed with the Securities and Exchange Commission on January 2, 1996, and are
incorporated herein by reference. The foregoing summary description of the
Rights is qualified in its entirety by reference to such exhibits.
FIRST AMENDMENT TO RIGHTS AGREEMENT. The Company amended the Rights
Agreement (such amendment evidenced in writing by the First Amendment) in
connection with the Agreement and Plan of Merger, dated as of July 16, 2000 (as
it may be amended from time to time, the "Merger Agreement"), among the Company,
General Mills North American Businesses, Inc., a Delaware corporation and wholly
owned subsidiary of the Company ("Merger Sub"), Diageo plc, a public limited
company incorporated under the laws of England and Wales ("Diageo"), and The
Pillsbury Company, a Delaware corporation and an indirect wholly owned
subsidiary of Diageo ("Pillsbury"), pursuant to which, upon the terms and
subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will
be merged with and into Pillsbury (the "Merger"), (ii) certain subsidiaries of
the Company will purchase from certain subsidiaries of Diageo (the "Selling
Affiliates") the stock and/or assets of certain subsidiaries of Diageo
comprising the international operations of the Pillsbury business (the
"Subsidiary Purchases"), (iii) Gramet Holdings Corporation, the sole stockholder
of Pillsbury (the "Pillsbury Stockholder" and, together with Diageo, the Selling
Affiliates and their respective permitted affiliate transferees under the
Stockholders Agreement (as defined below), the "Shareholder Group"), and the
Selling Affiliates will receive an aggregate of 141 million Common Shares
pursuant to the Merger and the Subsidiary Purchases (the "Purchase Price
Shares") and (iv) in connection with the consummation of the foregoing
transactions, the Company, Diageo, the Selling Affiliates and the Pillsbury
Stockholder will enter into a stockholders agreement (the "Stockholders
Agreement") setting forth certain terms and conditions concerning the
acquisition and disposition of the Purchase Price Shares and related provisions
concerning the Shareholder Group's relationship with and investment in the
Company following the consummation of the Merger and the Subsidiary Purchases.
The First Amendment provides, among other things, that none of the members
of the Shareholder Group shall become an Acquiring Person as a result of (i) the
approval, execution, delivery or performance of the Merger Agreement, the
agreements pursuant to which the Subsidiary Purchases will be effected (the
"Subsidiary Purchase Agreements") or the Stockholders Agreement, (ii) the
consummation of the Merger or the Subsidiary Purchases or any other transaction
contemplated by the Merger Agreement, the Subsidiary Purchase Agreements or the
Stockholders Agreement or (iii) the acquisition by any of them of the Purchase
Price Shares, additional Common Shares, if any, issued pursuant to the purchase
price adjustment and indemnification provisions of the Merger Agreement, or any
Common Shares issued in respect thereof or into which any such shares shall be
converted in
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connection with any stock splits, reverse stock splits, stock dividends or
distributions, or combinations or similar recapitalizations on or after the date
of the Stockholders Agreement.
The foregoing summary description of the First Amendment is qualified in
its entirety by reference to the full text of the First Amendment, which is
filed as Exhibit 3 hereto and is incorporated herein by reference.
Item 2. EXHIBITS.
1. Rights Agreement, dated as of December 11, 1995, between General
Mills, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent.*
2. Form of press release dated December 11, 1995.*
3. Amendment No. 1, dated as of July 16, 2000, to Rights Agreement,
dated as of December 11, 1995, between General Mills, Inc. and
Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank
Minnesota, N.A.) (filed herewith).
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*Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 25, 2000
GENERAL MILLS, INC.
By: /s/ David VanBenschoten
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Name: David VanBenschoten
Title: Vice President, Treasurer
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<PAGE>
EXHIBIT LIST
No.
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1. Rights Agreement, dated as of December 11, 1995, between General
Mills, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent.*
2. Form of press release dated December 11, 1995.*
3. Amendment No. 1, dated as of July 16, 2000, to Rights Agreement, dated
as of December 11, 1995, between General Mills, Inc. and Wells Fargo
Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.)
(filed herewith).
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*Previously filed.
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