As filed with the Securities and Exchange Commission on January 24, 2003
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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.)
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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)
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General Mills, Inc.
1998 Senior Management Stock Plan
(Full title of the plan)
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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)
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CALCULATION OF REGISTRATION FEE
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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
(4)
------------------------------------------- --------------- ------------------ ----------------------- -------------------
Common Stock $.10 par value (3) 260,000 $47.38 $12,318,800 $1,133.33
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(1) The number of shares being registered represents shares of common
stock, which may be issued under the General Mills, Inc. 1998 Senior
Management 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 January 21,
2003.
(3) Each share of Common Stock also includes a share purchase right
pursuant to the Registrant's shareholder rights plan.
(4) Pursuant to general instruction E, 260,000 shares of Common Stock are
being carried forward from Registration Statement No. 33-62729, which
has been post-effectively amended to deregister such shares. As such,
no registration fee has been paid with this filing.
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. 333-65313).
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 Trevor V.
Gunderson, Senior Counsel of the Company. Mr. Gunderson owns, directly or
indirectly, a number of shares of Common Stock of the Company that represents
less than 1% of the total outstanding shares.
Item 8. Exhibits.
Exhibit
Number Description
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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 (Incorporated by reference to Exhibit 24 to
Registrant's S-8 filed June 6, 2002, Registration No. 333-90010).
99 1998 Senior Management Plan, as amended (incorporated herein by
reference to Exhibit 10.22 to Registrant's Annual Report on Form 10-K
for the fiscal year ended May 28, 2000).
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 24th day of January, 2003
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 ) /s/ Siri S. Marshall
)------------------------
Raymond V. Gilmartin Director ) Siri S. Marshall
Judith Richards Hope Director ) Attorney-in-fact
Robert L. Johnson Director ) January 24, 2003
John Keenan Director )
Heidi G. Miller Director )
A. Michael Spence Director )
Dorothy A. Terrell Director )
Raymond G. Viault Vice Chairman )
Paul S. Walsh Director )
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Hilda Ochoa-Brillembourg Director
/s/ Kenneth L. Thome Senior Vice President, January 21, 2003
------------------------ Financial Operations
Kenneth L. Thome (Principal Accounting Officer)
EXHIBIT INDEX
Exhibit Number Description
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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 (Incorporated by reference to Exhibit 24 to
Registrant's S-8 filed June 6, 2002, Registration No. 333-90010).
99 1998 Senior Management Plan, as amended (incorporated herein by
reference to Exhibit 10.22 to Registrant's Annual Report on
Form 10-K for the fiscal year ended May 28, 2000).