-----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, IxZ6ozMhoM/5OJHuYvmA/eRhHwILo2WS+4lspKH96Pcbo7HwNUc2IKtmrvG9W8WO Xp5Vxe48vtW+NMdldgUeOQ== 0000897101-02-000436.txt : 20020610 0000897101-02-000436.hdr.sgml : 20020610 20020607114029 ACCESSION NUMBER: 0000897101-02-000436 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020607 EFFECTIVENESS DATE: 20020607 FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90010 FILM NUMBER: 02673176 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 S-8 1 genmills022751_s8.txt GENERAL MILLS, INC. FORM S-8 As filed with the Securities and Exchange Commission on June 7, 2002 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- GENERAL MILLS, INC. (Exact name of registrant as specified in its charter) Delaware 41-0274440 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) -------------------------- Number One General Mills Boulevard Minneapolis, Minnesota 55426 (Address, including zip code, of principal executive offices) (763) 764-7600 (Registrant's telephone number, including area code) ------------------------- General Mills, Inc. 1998 Employee Stock Plan (Full title of the plan) ------------------------- SIRI S. MARSHALL, Esq. Senior Vice President, General Counsel and Secretary Number One General Mills Blvd. Minneapolis, Minnesota 55426 (763) 764-7230 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================== Proposed Proposed Maxi- Amount Maximum mum Aggregate Title of Securities to be Offering Price Offering Amount of to be Registered Registered (1) Per Share (2) Price (2) Registration Fee ========================================================================================================================== Common Stock $.10 par value (3) 10,000,000 $44.745 $447,450,000 $41,165.40 ==========================================================================================================================
(1) The number of shares being registered represents shares of common stock, which may be issued under the General Mills, Inc. 1998 Employee Stock Plan, in addition to shares previously registered. Pursuant to Rule 416(a), also covers additional securities that may be issued as a result of stock splits, stock dividends or similar transactions. (2) This amount is estimated only to determine the amount of the registration fee pursuant to Rule 457(h). The actual aggregate offering price could be higher or lower. The proposed maximum offering price is based upon the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on June 5, 2002. (3) Each share of Common Stock also includes a purchase right pursuant to the Registrant's shareholder rights plan. This Registration Statement will become effective immediately upon filing pursuant to Rule 462. Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (File No. 33-65311). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Certain legal matters in connection with the shares of Common Stock to which this Registration Statement relates have been passed upon by Elizabeth L. Wittenberg, Associate General Counsel and Assistant Secretary of the Company. Ms. Wittenberg is eligible to participate in the Company's 1998 Employee Stock Plan and owns, directly or indirectly, shares of Common Stock of the Company. Item 8. Exhibits. Exhibit Number Description - ------- ----------- 5 Opinion of Counsel re legality (Consent of Counsel included therein) 23.1 Consent of KPMG LLP 23.2 Consent of Counsel (included in the opinion filed as Exhibit 5 to this Registration Statement). 24 Powers of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden Valley (Minneapolis), State of Minnesota, on the 6th day of June, 2002 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 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. Signature Title ) --------- ----- ) ) Stephen W. Sanger Chairman of the Board ) and Chief Executive Officer ) Stephen R. Demeritt Vice Chairman ) L. D. DeSimone Director ) William T. Esrey Director ) Raymond V. Gilmartin Director ) /s/ Siri S. Marshall )------------------------- Judith Richards Hope Director ) Siri S. Marshall Robert L. Johnson Director ) Attorney-in-fact John M. Keenan Director ) June 6, 2002 Heidi G. Miller Director ) A. Michael Spence Director ) Dorothy A. Terrell Director ) Raymond G. Viault Vice Chairman ) Paul S. Walsh Director ) /s/ Kenneth L. Thome Senior Vice President, June 6, 2002 - -------------------- Financial Operations Kenneth L. Thome (Principal Accounting Officer) EXHIBIT INDEX ------------- Exhibit Number Description -------------- ----------- 5 Opinion of Counsel re Legality (Consent of Counsel included therein) 23.1 Consent of KPMG LLP 23.2 Consent of Counsel (included in the opinion filed as Exhibit 5 to this Registration Statement) 24 Powers of Attorney EX-5 4 genmills022751_ex5.txt LETTER TO THE SEC ELIZABETH L. WITTENBERG Assistant General Counsel Assistant Secretary Telephone: (763) 764-2167 Facsimile: (763) 764-5011 June 7, 2002 Exhibit 5 --------- Securities and Exchange Commission Judiciary Plaza 450 Fifth Street N.W. Washington, DC 20549-1004 Re: General Mills, Inc. Registration Statement on Form S-8 1998 Employee Stock Plan To the Commission: I am Associate General Counsel and Assistant Secretary of General Mills, Inc. (the "Company"), and I am fully familiar with its business and affairs. I have acted as counsel to the Company in connection with the filing under the Securities Act of 1933 of the Registration Statement on Form S-8 relating to the Company's 1998 Employee Stock Plan. In such capacity, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments relating to such securities as I have deemed necessary or appropriate in connection with this opinion, including the following: (a) the Certificate of Incorporation of the Company as presently in effect; (b) the By-Laws of the Company; and (c) the records of corporate proceedings of the stockholders and Board of Directors of the Company relating to the authorization and issuance of its stock. Based on the foregoing, I am of the opinion that the shares of common stock of the Company covered by this Registration Statement, when issued in accordance with the proper corporate authorizations, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to the references to me under the captions "Interests of Named Experts and Counsel" contained in the Registration Statement. Very truly yours, /s/ Elizabeth L. Wittenberg Elizabeth L. Wittenberg ELW/bg EX-23.1 5 genmills022751_ex23-1.txt INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT The Board of Directors General Mills, Inc.: We consent to the use of our reports dated June 25, 2001 with respect to the consolidated financial statements of General Mills, Inc. incorporated by reference herein. We consent to the use of our report dated November 7, 2001, relating to the combined balance sheets of The Pillsbury Company, its subsidiaries and its related entities, a Business of Diageo plc., as of June 30, 2001 and 2000, and the related combined statements of operations, stockholders' deficit and comprehensive income (loss), and cash flows for each of the fiscal years in the three-year period ended June 30, 2001, incorporated by reference herein. /s/ KPMG Minneapolis, Minnesota June 7, 2002 EX-24 6 genmills022751_ex24.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY I appoint J.A. Lawrence, S.S. Marshall and K.L. Thome, together and separately, to be my attorneys-in-fact. This means they may, in my place: * sign the registration statement on Form S-8 covering the General Mills, Inc. 1998 Employee Stock Plan and the General Mills, Inc. 1998 Senior Management Stock Plan and any amendments thereto; * file Form S-8 (with exhibits and related documents) and any amendments thereto; * 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. /s/ Stephen R. Demeritt ----------------------------- Stephen R. Demeritt Dated: December 17, 2001 /s/ L. D. DeSimone ----------------------------- L. D. DeSimone Dated: December 17, 2001 /s/ William T. Esrey ----------------------------- William T. Esrey Dated: December 17, 2001 /s/ Raymond V. Gilmartin ----------------------------- Raymond V. Gilmartin Dated: December 17, 2001 /s/ Judith Richards Hope ----------------------------- Judith Richards Hope Dated: December 17, 2001 /s/ Robert L. Johnson ----------------------------- Robert L. Johnson Dated: December 17, 2001 /s/ John Keenan ----------------------------- John Keenan Dated: December 17, 2001 /s/ Heidi G. Miller ----------------------------- Heidi G. Miller Dated: December 17, 2001 /s/ Stephen W. Sanger ----------------------------- Stephen W. Sanger Dated: December 17, 2001 Dr. A. Michael Spence ----------------------------- Dr. A. Michael Spence Dated: December 17, 2001 /s/ Dorothy A. Terrell ----------------------------- Dorothy A. Terrell Dated: December 17, 2001 /s/ Raymond G. Viault ----------------------------- Raymond G. Viault Dated: December 17, 2001 /s/ Paul S. Walsh ----------------------------- Paul S. Walsh Dated: December 17, 2001 -----END PRIVACY-ENHANCED MESSAGE-----