-----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, EJRHdyz8GpwlmMwPlMFcnuMRK0zq2icIeSLTG3KMwNbJSkY77sic51k2brEIOFiV v8DficgkJ+greseTWMsvaQ== 0000897101-02-000437.txt : 20020610 0000897101-02-000437.hdr.sgml : 20020610 20020607114225 ACCESSION NUMBER: 0000897101-02-000437 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: 333-90012 FILM NUMBER: 02673181 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 genmills022753_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. 2001 Compensation Plan for Non-Employee Directors (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) 700,000 $44.745 $31,321,500 $2,881.58 - ------------------------------------------- --------------- ------------------- ---------------------- -------------------
(1) Pursuant to Rule 416(a), also covers additional securities that may become issuable 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 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. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan Information. Item 2. Registrant Information and Employee Annual Information. Information required by Part I to be contained in a Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The Company incorporates by reference into this Registration Statement the following documents or information: (a) the Company's Annual Report on Form 10-K for the fiscal year ended May 27, 2001 filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934; (b) the Company's Quarterly Reports on Form 10-Q for the quarters ended August 26, 2001, November 25, 2001 and February 24, 2002; (c) the Company's Current Reports on Form 8-K filed on November 2, 2001 (as amended by Current Reports on Form 8-K/A filed on November 5, 2001, January 11, 2002 and January 29, 2002); (d) the Company's Current Reports on From 8-K filed on November 15, 2001, February 4, 2002 and February 21, 2002; (e) all other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since May 27, 2001; (f) all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining to be sold; and (g) the description of the Company's Common Stock contained in the Company's Registration Statement on Form S-1 (File No. 2-49637), filed December 26, 1973, as amended. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Described in item (d) above. 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 beneficially owns, directly or indirectly, shares of Common Stock of the Company. Item 6. 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 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 carries liability insurance policies covering certain claims which may be made against the Company and/or its officers and directors. The Company also carries insurance where a claim arises under the Employee Retirement Income Security Act of 1974 against a director or officer based on an alleged breach of fiduciary duty or other wrongful act. 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. Item 7. Exemption From Registration Claimed. Not applicable. 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 Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) 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; (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 the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) 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. (3) 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. (b) 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 Section 13(a) or Section 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 the 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. (c) 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 6 hereof, or otherwise, (but that term shall not include the insurance policies referred to in Item 6) 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 Securities Act of 1933 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 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 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 )----------------------- Robert L. Johnson Director ) Siri S. Marshall Heidi G. Miller Director ) Attorney-in-fact A. Michael Spence Director ) June 6, 2002 Dorothy A. Terrell Director ) Raymond G. Viault Vice Chairman ) /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 genmills022753_ex5.txt LEGAL OPINION 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 2001 Compensation Plan for Non-Employee Directors 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 2001 Compensation Plan for Non-Employee Directors. 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 genmills022753_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 genmills022753_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. 2001 Compensation Plan for Non-Employee Directors; * 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: June 25, 2001 /s/ L. D. DeSimone ----------------------------- L. D. DeSimone Dated: June 25, 2001 /s/ William T. Esrey ----------------------------- William T. Esrey Dated: June 25, 2001 /s/ Raymond V. Gilmartin ----------------------------- Raymond V. Gilmartin Dated: June 25, 2001 /s/ Judith Richards Hope ----------------------------- Judith Richards Hope Dated: June 25, 2001 /s/ Robert L. Johnson ----------------------------- Robert L. Johnson Dated: June 25, 2001 /s/ Heidi G. Miller ----------------------------- Heidi G. Miller Dated: June 25, 2001 /s/ Stephen W. Sanger ----------------------------- Stephen W. Sanger Dated: June 25, 2001 Dr. A. Michael Spence ----------------------------- Dr. A. Michael Spence Dated: June 25, 2001 /s/ Dorothy A. Terrell ----------------------------- Dorothy A. Terrell Dated: June 25, 2001 /s/ Raymond G. Viault ----------------------------- Raymond G. Viault Dated: June 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----