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