-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D50jkiFAKNU+X5GTPbCZJoYfmvNhrdn/CXOzSEPXnZlHRndmyRAg5efp//SqnEKJ Ku/UVygokVQ66ywaacd2Eg== 0000891836-02-000528.txt : 20021029 0000891836-02-000528.hdr.sgml : 20021029 20021029160644 ACCESSION NUMBER: 0000891836-02-000528 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021029 GROUP MEMBERS: DIAGEO HOLDINGS NETHERLANDS BV GROUP MEMBERS: DIAGEO MIDWEST BV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MILLS INC CENTRAL INDEX KEY: 0000040704 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 410274440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0525 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34820 FILM NUMBER: 02801497 BUSINESS ADDRESS: STREET 1: NUMBER ONE GENERAL MILLS BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55426 BUSINESS PHONE: 7637642311 MAIL ADDRESS: STREET 1: P O BOX 1113 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAGEO PLC CENTRAL INDEX KEY: 0000835403 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8 HENRIETTA PL STREET 2: LONDON W1G ONB CITY: UNTIED KINGDOM STATE: X0 ZIP: 00000 BUSINESS PHONE: 011442079275200 MAIL ADDRESS: STREET 1: 8 HENRIETTA PLACE STREET 2: LONDON W1G ONB CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: GRAND METROPOLITAN PUBLIC LIMITED CO DATE OF NAME CHANGE: 19971218 SC 13D/A 1 sc0308.txt AMENDMENT NO. 1 Page 1 of 7 --- --- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMENDMENT NO. 1 General Mills, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 - -------------------------------------------------------------------------------- (Title of Class of Securities) 370334104 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- Timothy D. Proctor Diageo plc Group General Counsel 8 Henrietta Place London W1G 0NB +44-207-927-5200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Richard C. Morrissey Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN +44-207-959-8900 October 23, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 7 --- --- - -------------------------------------------------------------------------------- 1 Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Diageo plc - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization England and Wales - -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 Shared Voting Power OWNED BY 79,000,000 EACH ----------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON 0 WITH ----------------------------------------------------- 10 Shared Dispositive Power 79,000,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,000,000 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 21.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 7 --- --- - -------------------------------------------------------------------------------- 1 Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Diageo Holdings Netherlands B.V. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization The Netherlands - -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 Shared Voting Power OWNED BY 79,000,000 EACH ----------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON 0 WITH ----------------------------------------------------- 10 Shared Dispositive Power 79,000,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,000,000 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 21.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- Page 4 of 7 --- --- - -------------------------------------------------------------------------------- 1 Name Of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Diageo Midwest B.V. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization The Netherlands - -------------------------------------------------------------------------------- 7 Sole Voting Power NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 Shared Voting Power OWNED BY 79,000,000 EACH ----------------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON 0 WITH ----------------------------------------------------- 10 Shared Dispositive Power 79,000,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 79,000,000 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 21.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- Page 5 of 7 --- --- This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D ("Schedule 13D") of Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), and Selviac Nederland B.V., a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo ("SNBV"), filed with the U.S. Securities and Exchange Commission on November 13, 2001, with respect to the common stock of General Mills, Inc., a Delaware corporation ("General Mills"), beneficially owned by Diageo (the "Shares"). Item 2. Identity and Background. ----------------------- Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end thereof. On December 3, 2001, SNBV transferred the Shares to Diageo Midwest B.V. ("DMWBV"), a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo. The principal business activities of DMWBV relate to the holding and the financing of certain subsidiaries of Diageo. The principal executive offices of DMWBV are located at Molenwerf 10-12, 1014 BG Amsterdam, The Netherlands. The sole director of DMWBV is Diageo Holdings Netherlands B.V. ("DHNBV"), a company organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo. The principal business activities of DHNBV relate to the holding and the financing of certain subsidiaries of Diageo. The principal executive offices of DHNBV are located at Molenwerf 10-12, 1014 BG Amsterdam, The Netherlands. References to the "Reporting Persons" herein are to Diageo, DMWBV and DHMBW. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Diageo and DHNBV are set forth in Schedule I hereto and are incorporated by reference herein. During the last five years, to the knowledge of each of the Reporting Persons, none of the persons listed on Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 6 of 7 --- --- Item 3. Source and Amount of Funds and Other Consideration. -------------------------------------------------- The third sentence of the first paragraph of Item 3 in the Schedule 13D shall be replaced with the following: In addition, pursuant to the Merger Agreement Gramet received a contingent value right to receive up to $395,000,000 of cash from the Company on April 30, 2003, the 18-month anniversary of the Closing Date, depending on the average of the daily high and low sales prices per share of the Common Stock during the 20 regular trading sessions on the New York Stock Exchange for the 20 full trading days immediately preceding April 30, 2003 (the "Market Value") and the number of shares of the Common Stock still held by Diageo and its subsidiaries on April 30, 2003. The second sentence of the third paragraph of Item 3 in the Schedule 13D shall be replaced with the following: On December 3, 2001, pursuant to the terms of the Stockholders Agreement, SNBV transferred 79,000,000 shares of Common Stock (the "Shares") to DMWBV. As of the date hereof, DMWBV is the current record owner of the Shares. Item 4. Purpose of the Transaction. -------------------------- Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end thereof. The Call Option Agreement. On October 23, 2002, DMWBV and General Mills entered into a Call Option Agreement (the "Call Option Agreement") in which DMWBV granted to General Mills a call option over 26,183,088 of General Mills' ordinary shares (the "Option Shares") that are held by DMWBV. Under the Call Option Agreement, from a date no earlier than May 1, 2003 through September 28, 2005, General Mills may exercise the call options subject to certain limitations. If General Mills exercises any call options during the period from September 29, 2005 to October 28, 2005, General Mills will be obligated to exercise the call options in respect of all Option Shares not previously purchased. The premium for the call options was $3.07 per Option Share or an aggregate of $80,382,080.16. General Mills has agreed to pay $51.56 per share upon exercise of the call options. The call options expire on October 28, 2005. The descriptions of the Call Option Agreement in this item and throughout this Amendment No. 1 are qualified by reference to such Call Option Agreement, a copy of which is attached hereto as Exhibit (f). Page 7 of 7 --- --- Item 6. Contracts, Arrangements, Understandings or Relationships -------------------------------------------------------- with Respect to Securities of the Issuer. ---------------------------------------- Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof. As more fully described in Item 4 above, DMWBV and General Mills are parties to a Call Option Agreement. A copy of the Call Option Agreement is attached hereto as Exhibit (f). Item 7. Material to be filed as Exhibits. -------------------------------- Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof. Description Exhibit - ----------- ------- Call Option Agreement, dated as of October 23, 2002, by (f) and between Diageo Midwest B.V., a company organized under the laws of the Netherlands, and General Mills, Inc., a Delaware corporation. Joint Filing Agreement, dated as of October 25, 2002 by (g) and between Diageo plc, Diageo Holdings Netherlands B.V. and Diageo Midwest B.V. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: October 25, 2002 DIAGEO plc By: /s/ Roger H. Myddelton ----------------------- Name: Roger H. Myddelton Title: Company Secretary DIAGEO HOLDINGS NETHERLANDS B.V. By: /s/ Margaretha Gerichhausen ---------------------------- Name: Margaretha Gerichhausen Title: Director By: /s/ Thomas H. Creighton ------------------------ Name: Thomas H. Creighton Title: Director DIAGEO MIDWEST B.V. By: /s/ Margaretha Gerichhausen ---------------------------- Name: Margaretha Gerichhausen Title: Director By: /s/ Thomas H. Creighton ------------------------ Name: Thomas H. Creighton Title: Director SCHEDULE I DIAGEO PLC DIRECTORS AND EXECUTIVE OFFICERS
Name Present Business Address Present Principal Occupation Citizenship - ---- ------------------------ ---------------------------- ----------- Directors - --------- Lord Blyth of Rowington 8 Henrietta Place, London Chairman and non-executive United W1G 0NB, United Kingdom Director of Diageo Kingdom Paul S. Walsh 8 Henrietta Place, London Chief Executive United W1G 0NB, United Kingdom Kingdom Nicholas C. Rose Kingsley House, 1A Finance Director United Wimpole Street, London Kingdom W1G 0DA, United Kingdom Rodney F. Chase 1 Finsbury Circus, Deputy Group Chief Executive, United London EC2M 7BA, United BP plc Kingdom Kingdom Lord Hollick of Notting Ludgate House, Chief Executive, United United Hill 245 Blackfriars Road Business Media plc Kingdom London SE1 9UY, United Kingdom Maria Lilja Engelbrektsgatan 23, 114 32 Non-executive Director Sweden Stockholm, Sweden John K. Oates 9 Kensington Gate, London Non-executive Director United W8 5NA, United Kingdom Kingdom William S. Shanahan 300 Park Avenue, New York, President, Colgate-Palmolive United States NY 10022, USA Company Paul A Walker Sage House, Chief Executive, The Sage United Benton Park Road, Group plc Kingdom Newcastle upon Tyne NE7 7LZ, United Kingdom Sir Robert Wilson 6 St James's Square, London Chairman, Rio Tinto plc United SW1Y 4LD, United Kingdom Kingdom Executive Officers - ------------------ Paul S. Walsh 8 Henrietta Place, London Chief Executive United W1G 0NB, United Kingdom Kingdom
Name Present Business Address Present Principal Occupation Citizenship - ---- ------------------------ ---------------------------- ----------- Nicholas C. Rose Kingsley House, 1A Finance Director United Wimpole Street, London W1G Kingdom 0DA, United Kingdom Paul A. Clinton 6 Landmark Square, President, North America Canada Stamford, Connecticut, 06901-2704, USA Stuart R. Fletcher Kingsley House, 1A President, Key Markets United Wimpole Street, London W1G Kingdom 0DA, United Kingdom James N.D. Grover 8 Henrietta Place, London W1G Strategy Director United 0NB, United Kingdom Kingdom Robert M. Malcolm Kingsley House, 1A President, Global Marketing, United States Wimpole Street, London W1G Sales and Innovation 0DA, United Kingdom Ian K. Meakins 8 Henrietta Place, London W1G President, European Major United 0NB, United Kingdom Markets and Global Supply Kingdom Ivan M. Menezes 6 Landmark Square, Chief Operating Officer, North United States Stamford, CT 06901-2704, America United States Andrew Morgan 8 Henrietta Place, London W1G President, Venture Markets United 0NB, United Kingdom Kingdom Timothy D. Proctor 6 Landmark Square, General Counsel United States Stamford, CT 06901-2704, United States Gareth Williams 8 Henrietta Place, London W1G Human Resources Director United 0NB, United Kingdom Kingdom Roger H. Myddelton 8 Henrietta Place, London W1G Company Secretary United 0NB, United Kingdom Kingdom
DIAGEO HOLDINGS NETHERLANDS B.V. DIRECTORS AND EXECUTIVE OFFICERS
Name Present Business Address Present Principal Occupation Citizenship - ---- ------------------------ ---------------------------- ----------- Directors - --------- Margaretha C.T.M. Molenwerf 10-12, 1014 BG Director of Business & Legal Netherlands Gerichhausen Amsterdam, The Netherlands Director of Diageo Holdings Netherlands Thomas H. Creighton Molenwerf 10-12, 1014 BG Finance Director of Diageo United Amsterdam, The Netherlands Amsterdam Kingdom Peter W.B. Kreutzner Molenwerf 10-12, 1014 BG Global Brand Director Gin & Canada Amsterdam, The Netherlands Portfolio Brands of Diageo Amsterdam Charles D. Coase St James's Gate, Dublin 8, Finance Director of Guinness UDV United Ireland Ireland Kingdom Ravi Rajagopal Kingsley House, 1A Wimpole Controller of Diageo India Street, London W1G 0DA, United Kingdom James D. Marshall 6 Landmark Square, Stamford, Vice President Tax Diageo North United Connecticut 06901-2704, USA America Kingdom Timothy D. Proctor 6 Landmark Square, General Counsel of Diageo United States Stamford, CT 06901-2704, United States Robert J. Moore 8 Henrietta Place, London W1G Treasurer of Diageo United States 0NB, United Kingdom Joel W. Walters 8 Henrietta Place, London W1G Tax Director of Diageo United States 0NB, United Kingdom John O. Stewart 6 Landmark Square, Stamford, Chief Financial Officer of United Connecticut 06901-2704, USA Diageo North America Kingdom
Executive Officers - ------------------ There are no Executive Officers of Diageo Holdings Netherlands B.V. EXHIBIT INDEX (f) Call Option Agreement, dated as of October 23, 2002, by and between Diageo Midwest B.V., a company organized under the laws of the Netherlands and General Mills, Inc., a Delaware corporation. (g) Joint Filing Agreement, dated as of October 25, 2002 by and between Diageo plc, Diageo Holdings Netherlands B.V. and Diageo Midwest B.V. EX-99.F 3 exh-f.txt CALL OPTION AGMT Exhibit (f) --------------------------------- CALL OPTION AGREEMENT Dated as of October 23, 2002 by and between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. --------------------------------- Exhibit (f) TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS 3 ARTICLE II CALL OPTION........................................................3 Section 2.1 Grant; Premium..............................................3 -------------- Section 2.2 Exercise of Call Options; Call Option Price.................4 ------------------------------------------- Section 2.3 Exercise Mechanics..........................................4 ------------------ Section 2.4 Rights Prior to Exercise....................................5 ------------------------ Section 2.5 Prohibition on Transfer of the Option Shares................5 -------------------------------------------- Section 2.6 Lock-up of Ordinary Shares..................................6 -------------------------- Section 2.7 Representations.............................................6 --------------- Section 2.8 Indemnity...................................................7 --------- ARTICLE III MISCELLANEOUS PROVISIONS..........................................8 Section 3.1 Notices.....................................................8 ------- Section 3.2 Binding Effect; No Third-Party Beneficiaries................9 -------------------------------------------- Section 3.3 Assignment..................................................9 ---------- Section 3.4 Governing Law...............................................9 ------------- Section 3.5 Payments and Deliveries.....................................9 ----------------------- Section 3.6 Specific Performance........................................9 -------------------- Section 3.7 Miscellaneous...............................................9 ------------- Section 3.8 Partial Invalidity..........................................9 ------------------ Section 3.9 Entire Agreement...........................................10 ---------------- Section 3.10 Counterparts...............................................10 ------------ -2- Exhibit (f) EXECUTION COPY CALL OPTION AGREEMENT This CALL OPTION AGREEMENT (this "Agreement") is dated as of October 23, 2002 and is between DIAGEO MIDWEST B.V., a company organized under the laws of the Netherlands ("DMWBV"), and GENERAL MILLS, INC., a Delaware corporation (the "Issuer"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Diageo plc, a public limited company incorporated under the laws of England and Wales ("Diageo"), entered into an Agreement and Plan of Merger, dated as of July 16, 2000, as subsequently amended (as amended, the "Merger Agreement"), with the Issuer, General Mills North American Businesses, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and The Pillsbury Company, a Delaware corporation and indirect wholly owned subsidiary of Diageo ("Pillsbury"), pursuant to which the Issuer acquired on October 31, 2001 the food business (other than the quick service restaurant business) of Diageo and paid as part of the consideration ordinary shares of the Issuer, par value $0.10 per share (the "Ordinary Shares"); WHEREAS, Diageo, Gramet Holdings Corp., an indirectly wholly owned subsidiary of Diageo ("Gramet") and the Issuer also entered into a Stockholders Agreement, dated October 31, 2001 (the "Stockholders Agreement"); WHEREAS, DMWBV, an indirect wholly owned subsidiary of Diageo, is the record holder of 79,000,000 Ordinary Shares; and WHEREAS, the Issuer wishes to acquire options to purchase an aggregate of 26,183,088 Ordinary Shares (as defined in Annex I, the "Option Shares") from DMWBV and DMWBV is willing to grant such options to the Issuer on the terms specified herein. NOW, THEREFORE, the parties, intending to be bound, hereby agree as follows: ARTICLE I DEFINITIONS ----------- Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Annex I to this Agreement. ARTICLE II CALL OPTION ----------- Section 2.1 Grant; Premium. -------------- (a) DMWBV hereby grants to the Issuer two irrevocable options to purchase Ordinary Shares from DMWBV, the first of which (the "First Call Option") shall cover 5,000,000 Ordinary Shares (the "First Option Shares") and shall be exercisable within -3- Exhibit (f) EXECUTION COPY the First Effective Period (subject to Section 2.2(c)), and the second of which (the "Second Option" and, together with the First Call Option, the "Call Options") shall cover 21,183,088 Ordinary Shares (the "Second Option Shares") and shall be exercisable within the Second Effective Period (the "Call Options") in the circumstances and on the terms set forth below. (b) The Call Options shall become effective against payment from the Issuer to DMWBV on October 25, 2002 of a per Option Share premium of $3.07 (for an aggregate premium in the amount of $80,382,080.16), payable by wire transfer of immediately available funds to the account of DMWBV set forth in Schedule B hereto. Section 2.2 Exercise of Call Options; Call Option Price. ------------------------------------------- (a) The Call Options shall be exercisable in the manner described in Section 2.3 hereof. (b) The price payable by the Issuer for each Option Share upon the exercise of the Call Options (the "Call Option Price") shall be $51.56. (c) If at any time beginning on the date hereof and prior to the Associate Accounting Exercise Date, the exercise of the First Call Option would cause Diageo to beneficially hold less than 20% of the outstanding Ordinary Shares, the First Call Option shall not be exercisable in any period other than Second Call Option Period. Section 2.3 Exercise Mechanics. ------------------ (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 29, 2005, the Issuer may only exercise the Call Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 30 days of the date of this Agreement and (ii) the exercise of either of the Call Options during the period beginning on September 29, 2005 to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with -4- Exhibit (f) EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 25% of the remaining Option Shares, or in the case of Option Shares delivered pursuant to the final Call Notice, all remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied in full its obligations under this Agreement upon delivery to the Issuer of the certificate, share transfer form and any other documentation as required by this Section 2.3(b). Section 2.4 Rights Prior to Exercise. For the avoidance of doubt, the Issuer hereby acknowledges that DMWBV shall have, until such time, if any, as DMWBV consummates the sale of the Option Shares as provided in Section 2.3 or otherwise sells or transfers such Option Shares, all voting rights assigned to such Option Shares, all rights to Dividends when, as and if declared with respect to such Option Shares, and all other rights with respect to such Option Shares, including any rights that Diageo or any of its Affiliates may have with respect to such Option Shares under the Merger Agreement and the Stockholders Agreement (which include, without limitation, the right to receive a contingent price adjustment with respect to such Option Shares pursuant to Section 2.13 of the Merger Agreement), and that DMWBV will remain the registered holder and beneficial owner of such Option Shares. Section 2.5 Prohibition on Transfer of the Option Shares. DMWBV shall not transfer, sell, pledge, hypothecate, gift or place in trust (voting or otherwise) or transfer by operation of law (other than by way of a transfer to, or merger into, a directly or indirectly wholly owned subsidiary of Diageo), create a security interest in or a lien on, -5- Exhibit (f) EXECUTION COPY or in any other way encumber or dispose (directly or indirectly), any Option Shares from the date of this Agreement up to and including the final date of the Effective Period, provided, however that nothing in this Section 2.5 shall prohibit Diageo from tendering the Option Shares into or otherwise participating in a Merger Event to the extent permitted by the Stockholders Agreement. Section 2.6 Lock-up of Ordinary Shares. DMWBV hereby agrees that, except as contemplated by this Agreement, it will not, without the prior written consent of the Issuer (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise dispose of any Ordinary Shares currently owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by DMWBV for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date hereof. DMWBV also agrees and consents to the entry of stop transfer instructions with the Issuer's transfer agent and registrar against the transfer of such Ordinary Shares. Section 2.7 Representations. --------------- (a) Each party represents to the other party (which representations will be deemed to be repeated by each party on each Settlement Date) that: (i) It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation; (ii) It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (iii) Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) All governmental and other consents that are required to have been obtained by it with respect to this Agreement have been complied with; (v) Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws -6- Exhibit (f) EXECUTION COPY affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law) and as rights to indemnity hereunder may be limited by United States federal and state securities laws); and (vi) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement. (b) In addition, the Issuer represents to each of Diageo and DMWBV that this Agreement and all transactions involving the Option Shares contemplated in connection therewith have been approved by the Issuer's board of directors for the purpose of applicable laws, including, without limitation, exemption from Section 16 under the Securities Exchange Act of 1934. Section 2.8 Indemnity. --------- (a) In the event that DMWBV, Diageo or any of their Affiliates becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including holders of securities of the Issuer, in connection with or as a result of any matter related to this Agreement or the offering and sale of any securities that may be convertible into the Option Shares, the Issuer periodically will reimburse DMWBV or Diageo for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Any such reimbursement made in respect of a direct action by the Issuer against DMWBV or Diageo to enforce this Agreement or for breach of this Agreement shall be repaid to the Issuer by DMWBV or Diageo if it is determined that DMWBV breached its obligations under this Agreement. The Issuer also will indemnify and hold DMWBV and Diageo harmless against any and all losses, claims, damages or liabilities ("Losses") to any such person in connection with or as a result of any matter referred to in this Agreement or the offering and sale of any securities that may be convertible into the Option Shares. Such indemnity shall not apply in respect of a direct action by the Issuer against DMWBV or Diageo to the extent it is determined that such Losses resulted from DMWBV's breach of its obligations under this Agreement. The reimbursement and indemnity obligations of the Issuer under this Section 2.6 shall be in addition to any liability which the Issuer may otherwise have and shall extend upon the same terms and conditions to any Affiliate of DMWBV or Diageo and the directors, agents, employees and controlling persons (if any), as the case may be, of DMWBV or Diageo and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representative of the Issuer, DMWBV, Diageo, any such Affiliate and any such person. The Issuer also agrees that neither DMWBV, Diageo nor any of such Affiliates, directors, agents, employees or controlling persons shall have any liability to the Issuer or any person asserting claims on behalf of or in right of the Issuer in connection with or as a result any matter referred to -7- Exhibit (f) EXECUTION COPY in this Agreement or the offering and sale of any securities that may be convertible into the Option Shares except to the extent that any Losses or expenses incurred by the Issuer resulted from DMWBV's breach of its obligations under this Agreement. (b) The provisions of this Section 2.6 shall survive the last Settlement Date or any termination of this Agreement. ARTICLE III MISCELLANEOUS PROVISIONS ------------------------ Section 3.1 Notices. All notices pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, when delivered personally or by courier, three days after being deposited in the U.S. mail (registered or certified mail, postage prepaid, return receipt requested), or when received by facsimile transmission if promptly confirmed by telephone, as follows: If to DMWBV: Diageo Midwest B.V. Molenwerf 10-12 1014 BG Amsterdam The Netherlands Attention: The Board of Directors Fax: +31 20 774 5091 with copies to: Diageo plc 8 Henrietta Place London England W1M 9AG Attention: General Counsel Fax: 011-44207-927-4864 Sullivan & Cromwell 1 New Fetter Lane London EC4A 1AN Attention: Richard C. Morrissey Fax: (20) 7959-8950 If to the Issuer: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 -8- Exhibit (f) EXECUTION COPY with a copy to: Dorsey & Whitney 50 South Sixth St. Minneapolis, Minnesota 55402 Attn: Jonathan Abram Fax: (612) 340 8738 Section 3.2 Binding Effect; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, and their respective successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Section 3.3 Assignment. Neither party may assign or transfer its rights and/or its obligations hereunder without the prior written consent of the other party and any attempted assignment or transfer without such consent shall be void. Section 3.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 3.5 Payments and Deliveries. If any payment or delivery pursuant to this Agreement is to be made on any date that is not a Business Day, such payment or delivery shall be made on the first following date that is a Business Day and shall not be deemed to be delayed. All payments under this Agreement shall be made without any deduction or withholding for or on account of any taxes. Section 3.6 Specific Performance. DMWBV acknowledges that the Issuer will have no adequate remedy at law if DMWBV fails to perform its obligation under this Agreement to deliver the Option Shares upon and subject to receipt by DMWBV of the full amount of the Call Option Price in accordance with Section 2.3(b). DMWBV agrees that, in such event, to the fullest extent permitted by law, (i) the Issuer shall have the right, in addition to any other rights it may have, to specific performance of such obligation and (ii) it will not take any action to impede the Issuer's efforts to enforce such right of specific performance. Section 3.7 Miscellaneous. Each party acknowledges that, in entering into this Agreement to which it is a party, it is relying upon the advice of its own advisers and that no party makes any representations, express or implied, as to the treatment for accounting, legal or tax purposes of the transactions contemplated by this Agreement. Section 3.8 Partial Invalidity. If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, -9- Exhibit (f) EXECUTION COPY neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. Section 3.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the matters covered hereby and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. Section 3.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -10- Exhibit (f) IN WITNESS WHEREOF, the parties have hereunto signed their names in the space provided below. DIAGEO MIDWEST B.V. By: /s/ Robert J. Moore ------------------- Name: Robert J. Moore Title: Director, Treasurer GENERAL MILLS, INC. By: /s/ David B. Vanbenschoten -------------------------- Name: David B. Vanbenschoten Title: Vice President, Treasurer -11- Exhibit (f) DEFINITIONS "Adjustment Event" means any of the following: (i) a subdivision, combination or reclassification of the Ordinary Shares (unless a Merger Event), or a free distribution or dividend of any such Ordinary Shares to existing holders by way of bonus, capitalization or similar issue; (ii) a distribution or dividend to existing holders of the Ordinary Shares of (A) such Ordinary Shares, or (B) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Issuer equally or proportionately with such payments to holders of such Ordinary Shares, or (C) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other) at less than the prevailing market price; or (iii) an extraordinary dividend; provided that no event will be considered an "Adjustment Event" unless such event has been consummated or completed prior to the relevant Settlement Date. "Affiliate" means in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "Agreement" means this Call Option Agreement. "Associate Accounting Exercise Date" means the date that Diageo (i) determines in consultation with its independent public auditors that it is no longer able to account for its equity interest in the Issuer as an associate based on its investment in Ordinary Shares, including Option Shares or (ii) elects not to account for its equity investment in the Issuer as an associate. "Business Day" means any day that is not a Saturday, Sunday or other day on which the commercial banks in New York City, Amsterdam or London are authorized or required by law to remain closed. "Call Notice" has the meaning specified in Section 2.3 of this Agreement. "Call Options" has the meaning specified in Section 2.1 of this Agreement. "Call Option Price" has the meaning specified in Section 2.2 of this Agreement. "CVR Exercise Date" means (i) May 1, 2003 in the event Diageo receives no payment in relation to the CVR or (ii) November 1, 2003, in the event that Diageo receives payment in relation to the CVR. "CVR" means the contingent value right granted under the Merger Agreement. "Dividends" means all dividends paid by the Issuer on the Ordinary Shares, except dividends paid pursuant to an Adjustment Event or a Merger Event. -1- "DMWBV" has the meaning specified in the recitals to this Agreement. "First Call Option" has the meaning specified in Section 2.1 of this Agreement. "First Effective Period" means the period beginning on the CVR Exercise Date and ending on October 28, 2005. "First Option Shares" has the meaning specified in Section 2.1 of this Agreement. "Insolvency" means that, by reason of the voluntary liquidation, bankruptcy or insolvency of or an analogous proceeding affecting the Issuer, (i) all the Ordinary Shares are required to be transferred to a trustee, liquidator or other similar official or (ii) holders of the Ordinary Shares become legally prohibited from transferring them. "Issuer" has the meaning specified in the recitals to this Agreement. "Merger Agreement" has the meaning specified in the recitals to this Agreement. "Merger Event" means (i) any consolidation, amalgamation, binding share exchange or merger of the Issuer with or into another entity (other than the consolidation, amalgamation, binding share exchange or merger in which the Issuer is the continuing corporation and which does not result in reclassification or change of the Issuer's securities); (ii) any other takeover offer for the Ordinary Shares that results in a transfer of or an irrevocable commitment to transfer all such Ordinary Shares; or (iii) any reclassification or change of the Ordinary Shares that results in a transfer of or an irrevocable commitment to transfer all the Ordinary Shares; provided that no event shall constitute a Merger Event unless such event has been consummated or completed prior to the relevant Settlement Date. "Option Shares" means the First Option Shares and the Second Option Shares, provided that if an Adjustment Event, a Merger Event or Insolvency has been consummated or completed after the date hereof but prior to the relevant Settlement Date, Option Shares shall mean instead of or in addition to such Ordinary Shares (i) the number of Ordinary Shares received by DMWBV in respect of the Option Shares and/or any cash, securities or other property or assets received by DMWBV in respect of such Option Shares upon the consummation or completion of an Adjustment Event; (ii) the kind and amount of securities and other property or assets received by DMWBV in respect of the Option Shares upon or in connection with the consummation or completion of a Merger Event; and (iii) any cash or other property or assets distributed in respect of the Option Shares upon the Insolvency of the Issuer. "Ordinary Shares" has the meaning assigned in the recitals to this Agreement. "Second Call Option" has the meaning specified in Section 2.1 of this Agreement. -2- "Second Effective Period" means the period beginning on the earlier of the (i) Associate Accounting Exercise Date and (ii) September 29, 2005 and ending on October 28, 2005. In no event shall the Second Effective Period begin prior to the CVR Exercise Date. "Second Option Shares" has the meaning specified in Section 2.1 of this Agreement. "Settlement Date" has the meaning specified in Section 2.3 of this Agreement. "Stockholders Agreement" has the meaning specified in the recitals to this Agreement. -3- Exhibit (f) Schedule A ---------- FORM OF NOTICE OF EXERCISE OF CALL OPTION1 [LETTERHEAD OF GENERAL MILLS] [DATE] Diageo Midwest B.V. Re: Notice of Exercise of the [First/Second] Call Option pursuant to the Call Option Agreement dated as of October 23, 2002, as amended from time to time (the "Call Option Agreement") between DIAGEO MIDWEST B.V. and GENERAL MILLS, INC. Ladies and Gentlemen: This notice is being sent to you pursuant to Section 2.3(a) of the Call Option Agreement. This is to advise you of our exercise of the [First/Second] Call Option. The number of Option Shares to be delivered pursuant to this Call Notice shall be [ ]. The Settlement Date shall occur on [ ]2 and payment for such Option Shares will be made to [the account of Diageo Midwest B.V. set forth in Schedule B to the Call Option Agreement] [any new account information provided in writing at least two Business Days prior to the Settlement Date.] Very truly yours, GENERAL MILLS, INC. By: --------------------------- Name: Title: - ------------------------ 1 In the case of exercise during the period beginning September 29, 2005 and ending on October 28, 2005, this notice must be for a minimum of 25% of Option Shares or for the balance of all remaining Option Shares to be delivered in the case of the final call option. Once the initial Call Notice is exercised in the period beginning September 29, 2005 and ending on October 28, 2005, General Mills is required to provide additional Call Notices providing for the delivery of all remaining Option Shares. 2 The Settlement Date must be three (3) Business Days after the date of the Call Notice. EX-99.G 4 exh-g.txt JOINT FILING AGMT EXHIBIT (g) JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D, including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute on and the same instrument. Date: October 25, 2002 DIAGEO PLC By: /s/ Roger H. Myddelton ---------------------- Name: Roger H. Myddleton Title: Company Secretary DIAGEO HOLDINGS NETHERLANDS B.V. By: /s/ Margaretha Gerichhausen By: /s/ Thomas H. Creighton --------------------------- ------------------------ Name: Margaretha Gerichhausen Name: Thomas H. Creighton Title: Director Title: Director DIAGEO MIDWEST B.V. By: /s/ Margaretha Gerichhausen By: /s/ Thomas H. Creighton --------------------------- ----------------------- Name: Margaretha Gerichhausen Name: Thomas H. Creighton Title: Director Title: Director -----END PRIVACY-ENHANCED MESSAGE-----