SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 28, 2002
GENERAL MILLS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-1185 41-0274440
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Mail: P.O. Box 1113) (Mail: 55440)
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (763) 764-7600
ITEM 5. OTHER EVENTS.
On October 28, 2002, General Mills, Inc. (the "Company") completed its
previously announced public offering of $2,233,305,000 principal amount at
maturity of zero coupon convertible senior debentures due 2022, which included
the exercise by the Initial Purchasers of their $223,330,000 overallotment
option. The Company will use the net proceeds from the offering to repay a
portion of the Company's short-term indebtedness that was incurred in connection
with the acquisition of The Pillsbury Company in October 2001.
The proceeds from the debenture offering aggregated approximately
$1,329,000,000 after payment of underwriting discounts and expenses. The
debentures were offered and sold only to qualified institutional buyers in
compliance with Rule 144A of the Securities Act of 1933, as amended (the "Act")
and were not registered under the Act. The debentures were issued under an
Indenture dated October 28, 2002, between the Company and BNY Midwest Trust
Company, as trustee. The debentures were sold pursuant to a purchase agreement
dated October 23, 2002, among the Company, Banc of America Securities LLC and
Morgan Stanley & Co. Incorporated, as Representatives of the several Initial
Purchasers. In connection with the sale of the debentures, the Company also
granted to the Initial Purchasers for the benefit of the holders of the
debentures certain registration rights with respect to the debentures and the
common stock of the Company issuable on conversion of the debentures. The
registration rights were granted pursuant to a resale registration rights
agreement dated October 28, 2002, among the Company, Banc of America Securities
LLC and Morgan Stanley & Co. Incorporated, as Representatives of the several
Initial Purchasers. The Purchase Agreement, the form of the debentures, the
Indenture and the Registration Rights Agreement are attached hereto as Exhibits
1.1, 4.1, 4.2 and 4.3, respectively.
Simultaneously with the offering of the debentures, the Company
separately entered into an agreement with Diageo plc ("Diageo") pursuant to
which Diageo granted the Company a call option during a three-year period after
the date of the offering to purchase from it approximately 26.2 million shares,
subject to adjustment, of the Company's common stock held by Diageo, which
equals the number of shares initially issuable upon conversion of the debentures
other than the debentures sold in connection with the overallotment. Diageo also
granted the Company a second three-year call option to purchase approximately
2.9 million shares of the Company's common stock held by Diageo, which equals
the number of shares initially issuable upon conversion of the debentures sold
in connection with the overallotment. In connection with the execution of the
call option agreements, the Company and Diageo also entered into an amendment to
the Company's Stockholders Agreement. The Call Option Agreement dated as of
October 23, 2002, by and between the Company and Diageo Midwest B.V., the Call
Option Agreement dated as of October 28, 2002, by and between the Company and
Diageo Midwest B.V. and the First Amendment to Stockholders Agreement dated as
of October 28, 2002, by and among the Company, Gramet Holdings Corp. and Diageo
are attached hereto as Exhibits 4.4, 4.5 and 10.1, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibits are filed as part of this
report:
1.1 Purchase Agreement dated October 23, 2002, among the
Company, Banc of America Securities LLC and Morgan
Stanley & Co. Incorporated, as Representatives of the
several Initial Purchasers
4.1 Form of Zero Coupon Convertible Senior Debenture Due
2022
4.2 Indenture dated as of October 28, 2002, between the
Company and BNY Midwest Trust Company, as Trustee
4.3 Resale Registration Rights Agreement dated October 28,
2002, among the Company, Banc of America Securities LLC
and Morgan Stanley & Co. Incorporated, as
Representatives of the several Initial Purchasers
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4.4 Call Option Agreement dated as of October 23, 2002, by
and between the Company and Diageo Midwest B.V.,
4.5 Call Option Agreement dated as of October 28, 2002, by
and between the Company and Diageo Midwest B.V.
10.1 First Amendment to Stockholders Agreement dated as of
October 28, 2002, by and among the Company, Gramet
Holdings Corp. and Diageo plc
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: November 12, 2002
GENERAL MILLS, INC.
By: /s/ Siri S. Marshall
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Name: Siri S. Marshall
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Purchase Agreement, dated October 23, 2002, among Company, Banc of America
Securities LLC and Morgan Stanley & Co. Incorporated, as Representatives of the
several Initial Purchasers
4.1 Form of Zero Coupon Convertible Senior Debenture Due 2022
4.2 Indenture dated as of October 28, 2002, between the Company and BNY Midwest
Trust Company, as Trustee
4.3 Resale Registration Rights Agreement dated October 28, 2002, among the Company,
Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as
Representatives of the several Initial Purchasers
4.4 Call Option Agreement dated as of October 23, 2002, by and between the Company
and Diageo Midwest B.V.,
4.5 Call Option Agreement dated as of October 28, 2002, by and between the Company
and Diageo Midwest B.V.
10.1 First Amendment to Stockholders Agreement dated as of October 28, 2002, by and
among the Company, Gramet Holdings Corp. and Diageo plc
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