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): November 15, 2002
GENERAL MILLS, INC.
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(Exact Name of Registrant as Specified in 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 November 15, 2002, the Registrant agreed to sell $350,000,000
aggregate principal amount of its 3 7/8% Notes due 2007 (the "3 7/8% Notes")
pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated
November 15, 2002 between the Company and Banc of America Securities LLC, J.P.
Morgan Securities Inc., Barclays Capital Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc. and UBS Warburg LLC. The 3 7/8%
Notes will be issued pursuant to an Indenture (the "Indenture") dated as of
February 1, 1996 between the Registrant and U.S. Bank National Association
(formerly known as First Trust of Illinois, National Association), as trustee,
and an Officers' Certificate and Authentication Order (including form of note to
represent the 3 7/8% Notes) under the Indenture dated November 20, 2002 (the
"Officers' Certificate"). The offer and sale of the 3 7/8% Notes has been
registered under the Securities Act of 1933, as amended, by a registration
statement on Form S-3 (Registration No. 333-75808) (the "Registration
Statement").
The purpose of this Current Report is to file with the Commission the
Underwriting Agreement, the Officers' Certificate and the Opinion of Siri S.
Marshall with respect to the validity of the 3 7/8% Notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibits to the Registration Statement
are filed as part of this report:
1.1 Underwriting Agreement dated November 15, 2002
between General Mills, Inc. and Banc of America
Securities LLC, JP Morgan Securities, Inc.,
Barclays Capital Inc., Credit Suisse First Boston
Corporation, Deutsche Banc Alex. Brown Inc. and UBS
Warburg LLC.
4.1 Officers' Certificate and Authentication Order
(including form of note to represent the 3 7/8% Notes)
dated November 20, 2002 relating to the 3 7/8% Notes
due 2007.
5.1 Opinion of Siri S. Marshall
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 20, 2002
GENERAL MILLS, INC.
By: /s/ Siri S. Marshall
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Name: Siri S. Marshall
Title: Senior Vice President,
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement dated November 15, 2002
between General Mills, Inc. and Banc of America
Securities LLC, JP Morgan Securities, Inc., Barclays
Capital Inc., Credit Suisse First Boston Corporation,
Deutsche Banc Alex. Brown Inc. and UBS Warburg LLC.
4.1 Officers' Certificate and Authentication Order
(including form of note to represent the 3 7/8% Notes)
dated November 20, 2002 relating to the 3 7/8% Notes due
2007.
5.1 Opinion of Siri S. Marshall