FORM S-3ASR
As filed with the Securities and Exchange Commission on December 4, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
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
(763) 764-7600
(Address and telephone number of registrants principal executive offices)
Roderick A. Palmore, Esq.
Executive Vice President and General Counsel
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(763) 764-7600
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
Large accelerated filer
þ
Non-accelerated filer o
(Do not check if a smaller reporting company) |
|
Accelerated filer
o
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Proposed maximum |
|
|
Proposed maximum |
|
|
Amount of |
|
|
Title of each class of |
|
|
to be |
|
|
offering price |
|
|
aggregate offering |
|
|
registration |
|
|
securities to be registered |
|
|
registered |
|
|
per unit |
|
|
price |
|
|
fee |
|
|
Debt Securities |
|
|
(1) |
|
|
(1) |
|
|
(1) |
|
|
$0 (1) |
|
|
|
|
|
(1) |
|
Not applicable pursuant to Instruction II.E. to Form S-3. An indeterminate
aggregate initial offering price or number of debt securities is being registered
as may from time to time be offered at indeterminate prices. In accordance with
Rules 456(b) and 457(r), the registrant is deferring payment of all of the
registration fee, except for $291,731 that has already been paid with respect to
$2.5 billion aggregate initial offering price of securities and an additional
49,907,680 shares of common stock that were previously registered pursuant to
Registration Statement No. 333-116779, which was initially filed on June 23, 2004,
and were not sold thereunder. Pursuant to Rule 457(p) under the Securities Act of
1933, such unutilized filing fees shall be applied to the first $291,731 of the
filing fee payable pursuant to this Registration Statement. Any additional
registration fees will be paid subsequently on a pay-as-you-go basis. |
PROSPECTUS
General
Mills, Inc.
Debt
Securities
General Mills, Inc. from time to time may offer to sell debt
securities. This prospectus provides you with a general
description of the debt securities we may offer. Each time we
sell debt securities, we will provide a prospectus supplement
that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should
carefully read this prospectus and the applicable prospectus
supplement, together with the additional information described
under the heading Where You May Find More Information
About General Mills before you invest in the debt
securities.
We may sell the debt securities through underwriters or dealers,
directly to one or more purchasers, or through agents on a
continuous or delayed basis. The prospectus supplement will
include the names of underwriters, dealers or agents, if any,
retained. The prospectus supplement also will include the
purchase price of the debt securities, our proceeds from the
sale, any underwriting discounts or commissions and other items
constituting underwriters compensation.
You should carefully read and consider the risk factors
included in our periodic reports and other information that we
file with the Securities and Exchange Commission before you
invest in our debt securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is December 4, 2008.
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic shelf registration
statement on
Form S-3
that we filed with the Securities and Exchange Commission, or
SEC, as a well-known seasoned issuer as defined in
Rule 405 under the Securities Act of 1933, or the
Securities Act. Under this shelf registration, we may sell the
debt securities described in this prospectus. The registration
statement that contains this prospectus (including the exhibits
to the registration statement) contains additional information
about us and the debt securities we are offering under this
prospectus. You can read that registration statement at the SEC
web site at
http://www.sec.gov
or at the SEC office mentioned under the heading Where You
May Find More Information About General Mills.
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with different or additional
information. If anyone provides you with different or additional
information, you should not rely on it. This prospectus does not
constitute an offer to sell, nor a solicitation of an offer to
buy, any of the debt securities offered in this prospectus by
any person in any jurisdiction in which it is unlawful for such
person to make such an offering or solicitation. Neither the
delivery of this prospectus nor any sale made under this
prospectus of the debt securities described herein shall under
any circumstances imply, and you should not assume, that the
information provided by this prospectus or any document
incorporated by reference is accurate as of any date other than
the date on the front cover of the applicable document,
regardless of the time of delivery of this prospectus or of any
sale of our debt securities. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
In this prospectus, unless otherwise specified, all references
in this prospectus to General Mills, we,
us and our are to General Mills, Inc.
and its consolidated subsidiaries.
All references in this prospectus to $ and
dollars are to United States dollars.
Trademarks and servicemarks owned or licensed by us are set
forth in capital letters in this prospectus.
WHERE YOU
MAY FIND MORE INFORMATION ABOUT GENERAL MILLS
We file annual, quarterly and periodic reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public through the Internet at the SEC web site
at
http://www.sec.gov.
You may also read and copy any document we file with the SEC at
the SECs public reference room at 100 F Street
N.E., Room 1580, Washington, D.C., 20549. Please call
the SEC at
1-800-732-0330
for further information on the public reference facilities and
its copy charges.
2
The SEC allows us to incorporate by reference the information we
file with the SEC into this prospectus. This means that we can
disclose important information to you by referring you to
another document that we have filed separately with the SEC that
contains that information. The information incorporated by
reference is considered to be part of this prospectus.
Information that we file with the SEC after the date of this
prospectus will automatically update and, where applicable,
modify or supersede the information included or incorporated by
reference in this prospectus. We incorporate by reference the
documents listed below (other than any portions of any such
documents that are not deemed filed under the
Securities Exchange Act of 1934, or the Exchange Act, in
accordance with the Exchange Act and applicable SEC rules) and
any future filings made by us with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of the initial filing of the registration statement of
which this prospectus is a part and before the filing of a
post-effective amendment to that registration statement that
indicates that all debt securities offered hereunder have been
sold or that deregisters all debt securities then remaining
unsold:
|
|
|
|
|
our Annual Report on
Form 10-K
for the fiscal year ended May 25, 2008;
|
|
|
|
our Quarterly Report on
Form 10-Q
for the fiscal quarter ended August 24, 2008; and
|
|
|
|
our Current Reports on
Form 8-K
filed with the SEC on August 5, 2008 and August 15,
2008.
|
You may request a copy of these filings (excluding exhibits to
those documents unless they are specifically incorporated by
reference into those documents) at no cost by writing or
telephoning us at the following address and phone number:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Secretary
1-763-764-7600
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We may from time to time make forward-looking statements,
including statements contained in this prospectus, the documents
incorporated by reference in this prospectus, our filings with
the SEC and our reports to stockholders.
The words or phrases will likely result, are
expected to, will continue, is
anticipated, estimate, plan,
project or similar expressions identify
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical
results and those currently anticipated or projected. We wish to
caution you not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, we are
identifying important factors that could affect our financial
performance and could cause our actual results for future
periods to differ materially from any current opinions or
statements.
Our future results could be affected by a variety of factors,
such as:
|
|
|
|
|
competitive dynamics in the consumer foods industry and the
markets for our products, including new product introductions,
advertising activities, pricing actions and promotional
activities of our competitors;
|
|
|
|
economic conditions, including changes in inflation rates,
interest rates or tax rates;
|
|
|
|
product development and innovation;
|
|
|
|
consumer acceptance of new products and product improvements;
|
|
|
|
consumer reaction to pricing actions and changes in promotion
levels;
|
3
|
|
|
|
|
acquisitions or dispositions of businesses or assets;
|
|
|
|
changes in capital structure;
|
|
|
|
changes in laws and regulations, including labeling and
advertising regulations;
|
|
|
|
impairments in the carrying value of goodwill, other intangible
assets or other long-lived assets, or changes in the useful
lives of other intangible assets;
|
|
|
|
changes in accounting standards and the impact of significant
accounting estimates;
|
|
|
|
product quality and safety issues, including recalls and product
liability;
|
|
|
|
changes in consumer demand for our products;
|
|
|
|
effectiveness of advertising, marketing and promotional programs;
|
|
|
|
changes in consumer behavior, trends and preferences, including
weight loss trends;
|
|
|
|
consumer perception of health-related issues, including obesity;
|
|
|
|
consolidation in the retail environment;
|
|
|
|
changes in purchasing and inventory levels of significant
customers;
|
|
|
|
fluctuations in the cost and availability of supply chain
resources, including raw materials, packaging and energy;
|
|
|
|
disruptions or inefficiencies in the supply chain;
|
|
|
|
volatility in the market value of derivatives used to hedge
price risk for certain commodities;
|
|
|
|
benefit plan expenses due to changes in plan asset values and
discount rates used to determine plan liabilities;
|
|
|
|
failure of our information technology systems;
|
|
|
|
resolution of uncertain income tax matters;
|
|
|
|
foreign economic conditions, including currency rate
fluctuations; and
|
|
|
|
political unrest in foreign markets and economic uncertainty due
to terrorism or war.
|
We undertake no obligation to publicly revise any
forward-looking statements to reflect events or circumstances
after the date of those statements or to reflect the occurrence
of anticipated or unanticipated events.
ABOUT
GENERAL MILLS
Company
Overview
We are a leading global manufacturer and marketer of branded
consumer foods sold through retail stores. We are also a leading
supplier of branded and unbranded food products to the
foodservice and commercial baking industries. As of May 25,
2008, we manufactured our products in 16 countries and market
them in more than 100 countries. Our joint ventures manufacture
and market products in more than 130 countries and republics
worldwide. Our fiscal year ends on the last Sunday in May. All
references to our fiscal years are to our fiscal years ending on
the last Sunday in May of each such period.
We were incorporated under the laws of the State of Delaware in
1928. As of May 25, 2008, we employed approximately
29,500 persons worldwide. Our principal executive offices
are located at Number One General Mills Boulevard, Minneapolis,
Minnesota 55426; our telephone number is
(763) 764-7600.
Our internet website address is
http://www.generalmills.com.
The contents of this website are not deemed to be a
4
part of this prospectus. See Where You May Find More
Information About General Mills for details about
information incorporated by reference into this prospectus.
Business
Segments
We have three operating segments organized by type of customer
and geographic region:
|
|
|
|
|
U.S. Retail;
|
|
|
|
International; and
|
|
|
|
Bakeries and Foodservice.
|
U.S.
Retail
Our U.S. Retail segment accounted for 66.5 percent of
our total fiscal 2008 net sales. Our U.S. Retail
segment reflects business with a wide variety of grocery stores,
mass merchandisers, membership stores, natural food chains, and
drug, dollar and discount chains operating throughout the United
States. Our major product categories in this business segment
are ready-to-eat cereals, refrigerated yogurt, ready-to-serve
soup, dry dinners, shelf stable and frozen vegetables,
refrigerated and frozen dough products, dessert and baking
mixes, frozen pizza and pizza snacks, grain, fruit and savory
snacks and a wide variety of organic products including soup,
granola bars and cereal.
International
Our International segment accounted for 18.7 percent of our
total fiscal 2008 net sales. In Canada, our major product
categories are ready-to-eat cereals, shelf stable and frozen
vegetables, dry dinners, refrigerated and frozen dough products,
dessert and baking mixes, frozen pizza snacks, and grain, fruit
and savory snacks. In markets outside North America, our product
categories include super-premium ice cream, grain snacks, shelf
stable and frozen vegetables, dough products and dry dinners.
Our International segment also includes products manufactured in
the United States for export, mainly to Caribbean and Latin
American markets, as well as products we manufacture for sale to
our international joint ventures. Revenues from export
activities are reported in the region or country where the end
customer is located.
Bakeries
and Foodservice
Our Bakeries and Foodservice segment accounted for
14.8 percent of our total fiscal 2008 net sales. In
our Bakeries and Foodservice segment, we sell branded
ready-to-eat cereals, snacks, dinner and side dish products,
refrigerated and soft-serve frozen yogurt, frozen dough
products, branded baking mixes and custom food items. Our
customers include foodservice distributors and operators,
convenience stores, vending machine operators, quick service and
other restaurant operators, and business and school cafeterias
in the United States and Canada. In addition, we market mixes
and unbaked and fully baked frozen dough products throughout the
United States and Canada to retail, supermarket and wholesale
bakeries.
Joint
Ventures
In addition to our consolidated operations, we participate in
several joint ventures.
We have a 50 percent equity interest in Cereal Partners
Worldwide, or CPW, which manufactures and markets ready-to-eat
cereal products in more than 130 countries and republics outside
the United States and Canada. CPW also markets cereal bars in
several European countries and manufactures private label
cereals for customers in the United Kingdom. We have
50 percent equity interests in Häagen-Dazs Japan, Inc.
and Häagen-Dazs Korea Company. These joint ventures
manufacture, distribute and market HÄAGEN-DAZS
ice cream products and frozen novelties.
5
USE OF
PROCEEDS
Unless the applicable prospectus supplement states otherwise,
the net proceeds from the sale of the debt securities described
in this prospectus will be added to our general funds and may be
used:
|
|
|
|
|
to meet our working capital requirements;
|
|
|
|
to redeem or repurchase outstanding securities;
|
|
|
|
to refinance debt;
|
|
|
|
to finance acquisitions; or
|
|
|
|
for general corporate purposes.
|
If we do not use the net proceeds immediately, we will
temporarily invest them in short-term, interest-bearing
obligations.
RATIOS OF
EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for each of
the periods indicated is set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended
|
|
Fiscal Years Ended in May
|
|
|
in August
|
|
2004
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
3.74
|
|
|
4.61
|
|
|
|
4.54
|
|
|
|
4.37
|
|
|
|
4.87
|
|
|
|
4.19
|
|
|
|
4.84
|
|
For purposes of computing the ratio of earnings to fixed
charges, earnings represent earnings before income taxes and
after-tax earnings of joint ventures, distributed income of
equity investees, fixed charges and amortization of capitalized
interest, net of interest capitalized. Fixed charges represent
gross interest expense (excluding interest on taxes) and
subsidiary preferred distributions to minority interest holders,
plus one-third (the proportion deemed representative of the
interest factor) of rent expense.
DESCRIPTION
OF DEBT SECURITIES
This section describes the general terms and provisions of the
debt securities that we may offer using this prospectus and the
related indenture. This section is only a summary and does not
purport to be complete. You must look to the relevant form of
debt security and the indenture, as may be supplemented, for a
full understanding of all terms of any series of debt
securities. These forms and the indenture have been or will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part. See
Where You May Find More Information About General
Mills for information on how to obtain copies.
A prospectus supplement will describe the specific terms of any
particular series of debt securities, including any of the terms
in this section that will not apply to that series, and any
special considerations, including tax considerations, applicable
to those debt securities. The prospectus supplement relating to
each series of debt securities that we offer using this
prospectus will be attached to the front of this prospectus. In
some instances, certain of the precise terms of debt securities
you are offered may be described in a further prospectus
supplement, known as a pricing supplement. If
information in a prospectus supplement is inconsistent with the
information in this prospectus, then the information in the
prospectus supplement will apply and, where applicable,
supersede the information in this prospectus.
We may issue an unlimited amount of debt securities using this
prospectus. We may also issue debt securities pursuant to the
indenture in transactions that are exempt from the registration
requirements of securities laws.
6
General
We may issue any of our debt securities either separately or
together with, on conversion of or in exchange for other
securities.
None of the debt securities described in this prospectus will be
secured by any of our property or assets. Accordingly, you will
be one of our unsecured creditors.
We may issue debt securities as original issue discount
securities, which are debt securities that are offered and sold
at a discount, which may be substantial, below their stated
principal amount. The prospectus supplement relating to any
original issue discount securities will describe United States
federal income tax consequences and other special considerations
applicable to them. We may also issue debt securities as indexed
securities or securities denominated in foreign currencies or
currency units, which will be described in more detail in the
prospectus supplement relating to those debt securities.
What is
an Indenture?
As required by United States federal law for all bonds and notes
of companies that are publicly offered, the debt securities will
be governed by a document called an indenture. An
indenture is a contract between us and a trustee. The trustee
has two main roles:
1. The trustee can enforce your rights against us if we
default. Defaults are described under Default
and Related Matters What is an Event of
Default? There are some limitations on the extent to which
the trustee acts on your behalf, described under
Default and Related Matters
Remedies if an Event of Default Occurs.
2. The trustee also performs administrative duties for us,
such as sending you interest payments, transferring your debt
securities to a new buyer if you sell them and sending you
notices.
The debt securities will be issued under an indenture dated
February 1, 1996 between us and U.S. Bank National
Association, as trustee. We may issue as many distinct series of
debt securities under the indenture as we wish. The indenture
does not limit the principal amount of debt securities that we
may issue under it. The indenture is governed by New York law
and will be qualified under the Trust Indenture Act of 1939.
Our
Trustee
U.S. Bank National Association, as trustee under the
indenture, has been appointed by us as paying agent and
registrar with regard to the debt securities. The trustee also
acts as an agent for the issuance of our United States
commercial paper. The trustee and its affiliates currently
provide cash management and other banking and advisory services
to us in the normal course of business and may from time to time
in the future provide other banking and advisory services to us
in the ordinary course of business, in each case in exchange for
a fee.
Specific
Terms of Each Series of Debt Securities
The prospectus supplement (including any separate pricing
supplement) relating to any series of debt securities that we
offer using this prospectus will describe the amount, price and
other specific terms of the offered debt securities, including
the following, if applicable:
|
|
|
|
|
their title;
|
|
|
|
any limit on their aggregate principal amount;
|
|
|
|
their purchase price;
|
|
|
|
the date or dates on which the principal will be payable;
|
|
|
|
the rate or rates, which may be fixed or variable, at which they
will bear interest, if any, and the date or dates from which
that interest will accrue;
|
7
|
|
|
|
|
the dates on which interest, if any, on them will be payable and
the regular record dates for the interest payment dates;
|
|
|
|
any mandatory or optional sinking funds or similar provisions or
provisions for their redemption at our option;
|
|
|
|
the date, if any, after which and the price or prices at which
they may be redeemed in accordance with any optional or
mandatory redemption provisions and the other detailed terms and
provisions of those optional or mandatory redemption provisions;
|
|
|
|
if other than denominations of $1,000 and any integral multiple
of $1,000, the denominations in which they will be issuable;
|
|
|
|
if other than their principal amount, the portion of their
principal amount that will be payable upon the declaration of
acceleration of their maturity;
|
|
|
|
the currency of payment of principal, premium, if any, and
interest on them;
|
|
|
|
any index used to determine the amount of payment of principal,
premium, if any, and interest on them;
|
|
|
|
whether the provisions described under
Defeasance below apply;
|
|
|
|
whether and upon what terms that series of debt securities may
be converted into or exchanged for other of our securities or
securities of third parties, and the securities that the series
may be converted into or exchanged for;
|
|
|
|
any covenants or events of default that are in addition to,
modify or delete those described in this prospectus;
|
|
|
|
whether they will be issued only in the form of one or more
global securities as described under Legal
Ownership; Street Name and Indirect Holders; Global
Securities below, and, if so, the relevant depository or
its nominee and the circumstances under which a global security
may be registered for transfer or exchange in the name of a
person other than the depository or the nominee; and
|
|
|
|
any other special features.
|
Legal
Ownership; Street Name and Indirect Holders; Global
Securities
Who is the Legal Owner? Our obligations with
respect to the debt securities, as well as the obligations of
the trustee and those of any third parties employed by us or the
trustee, run only to persons or entities who are the registered
holders of the debt securities. We do not have direct
obligations to investors who hold the debt securities
indirectly, either because they choose to do so or because the
relevant series of debt securities has been issued only in the
form of global securities, as described below. For example, once
we make payment to the registered holder, we have no further
responsibility for the payment even if that registered holder is
legally required to pass the payment along to you as an indirect
holder but fails to do so.
What is Street Name Ownership? One
common form of indirect ownership is known as holding in
street name. This is the phrase used to describe
investors who hold securities in accounts at banks or brokers.
We generally will not recognize investors who hold debt
securities in this manner as the legal holders of those
securities. Instead, we will generally recognize as the legal
holder only the bank or broker or the financial institution that
the bank or broker uses to hold the debt securities. The
intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt
securities, either because they agree to do so in the agreements
with their customers or because they are legally required to do
so.
If you hold debt securities in street name, you should check
with your own institution to find out:
|
|
|
|
|
how it handles securities payments and notices;
|
|
|
|
whether it imposes fees or charges;
|
8
|
|
|
|
|
how it would handle voting if ever required;
|
|
|
|
how it would pursue rights under the debt securities if there
were a default or other events triggering the need for direct
holders to act to protect their interests; and
|
|
|
|
whether and how you can instruct it to send you debt securities
registered in your own name so you can be a direct holder as
described below (if that option is available with respect to
that debt security, which it may not be).
|
What is a Global Security? If we choose to
issue debt securities in the form of global securities, the
ultimate beneficial owners can only be indirect holders. We do
this by requiring that a global security be registered in the
name of a financial institution that we select and by requiring
that the debt securities included in the global security not be
transferred to the name of any other direct holder unless the
special circumstances described below under
Special Situations when a Global
Security will be Terminated occur. The financial
institution that acts as the sole direct holder of the global
security is called the depositary. Any person who wishes to own
a debt security that is issued as a global security may only do
so indirectly through an account with a broker, bank or other
financial institution that in turn has an account with the
depositary.
Special Investor Considerations for Global
Securities. As an indirect holder, an
investors rights relating to a global security will be
governed by the account rules of the investors financial
institution and of the depositary, as well as general laws
relating to securities transfers. We will not recognize the
investor as a direct holder of debt securities and will instead
deal only with the depositary that holds the global security. If
you are an investor in debt securities that are issued only in
the form of global securities, you should be aware that:
|
|
|
|
|
you ordinarily cannot get those debt securities registered in
your own name;
|
|
|
|
you ordinarily cannot receive physical certificates for your
interest in those debt securities;
|
|
|
|
you must look to your bank or broker for payments on and
protection of your legal rights relating to those debt
securities;
|
|
|
|
you may not be able to sell interests in those debt securities
to some insurance companies and other institutions that are
required by law to own their securities in the form of physical
certificates;
|
|
|
|
the depositarys policies will govern payments, transfers,
exchanges and other matters relating to your interest in the
global security;
|
|
|
|
neither we nor the trustee have any responsibility for any
aspect of the depositarys actions or for its records of
ownership in the global security;
|
|
|
|
neither we nor the trustee supervise the depositary in any
way; and
|
|
|
|
the depositary will require that interests in a global security
be purchased or sold within its system using immediate funds for
settlement.
|
Special Situations when a Global Security will be
Terminated. In a few special situations described
below, a global security will terminate and interests in it will
be exchanged for physical certificates representing the debt
securities. After that exchange, the choice of whether to hold
debt securities directly or in street name will be up to you.
You must consult your own bank or broker to find out how to have
your interests in debt securities transferred to your own name
as the direct holder under these circumstances.
The special situations for termination of a global security are:
|
|
|
|
|
if the depositary notifies us that it is unwilling, unable or no
longer qualified to continue as depositary;
|
|
|
|
if we notify the trustee that we wish to terminate the global
security; or
|
|
|
|
if an event of default on the debt securities has occurred and
has not been cured (defaults are discussed below under
Default and Related Matters).
|
The prospectus supplement may also list additional situations
for terminating a global security that would apply only to the
particular series of debt securities covered by the prospectus
supplement. When a global
9
security terminates, the depositary, not us or the trustee, is
responsible for determining the names of the institutions that
will be the initial direct holders.
In the remainder of this description and in the descriptions
of the terms of the debt securities, you means
direct holders and not street name or other indirect holders.
Form,
Exchange and Transfers
The debt securities will be issued only in fully registered
form, without interest coupons, and unless otherwise indicated
in the prospectus supplement, in denominations of $1,000 and any
integral multiples of $1,000.
You may have your debt securities broken into more debt
securities of smaller denominations or combined into fewer debt
securities of larger denominations as long as the total
principal amount of the series is not changed. This is called an
exchange.
You may exchange or transfer debt securities at the office of
the trustee. You will not be required to pay a service charge to
transfer or exchange debt securities, but you may be required to
pay for any tax or other governmental charge associated with the
exchange or transfer. The transfer or exchange will only be made
if the entity performing the role of maintaining the list of
registered direct holders, which is called the security
registrar, is satisfied with your proof of ownership.
The security registrar also serves as the transfer agent to
perform transfers. The trustee will act as the security
registrar and transfer agent. We may change this appointment to
another entity or perform it ourselves. If we have designated
other or additional registrars or transfer agents, they will be
named in the prospectus supplement. We may cancel the
designation of any particular registrar or transfer agent. We
may also approve a change in the office through which any
registrar or transfer agent acts.
If the debt securities of any series are redeemable and we
redeem less than all of them, we may block the transfer or
exchange of debt securities during the period beginning
15 days before the day we mail the notice of redemption and
ending on the day of that mailing in order to freeze the list of
holders to prepare the mailing. We may also refuse to register
transfers or exchanges of debt securities selected for
redemption, except that we will continue to permit transfers and
exchanges of the unredeemed portion of any debt security being
partially redeemed.
If a debt security is issued as a global security, only the
depositary will be entitled to transfer and exchange the debt
security as described in this section since the depositary will
be the sole holder of the debt security. See
Legal Ownership; Street Name and Indirect
Holders; Global Securities above.
Payment
and Paying Agents
Unless we say otherwise in the applicable prospectus supplement,
we will pay interest to you if you are a registered holder
listed in the trustees records at the close of business on
a particular day in advance of each due date for interest, even
if you no longer own the debt security on the interest due date.
That particular day is called the regular record date and will
be stated in the prospectus supplement.
Holders buying and selling debt securities must work out between
them how to compensate for the fact that we will pay all the
interest for an interest period to the registered holder on the
regular record date. The most common manner is to adjust the
sales price of the debt securities to apportion interest fairly
between buyer and seller.
We will pay interest, principal and any other money due on the
debt securities at the corporate trust office of the trustee
(which initially will also act as paying agent) in New York
City. That office is currently located at 100 Wall Street,
Suite 1600, New York, New York 10005. You must make
arrangements to have your payments picked up at or wired from
that office. We may also choose to pay interest by mailing
checks directly to the registered holders at their address
appearing in the security register.
We may also arrange for additional payment offices, and may
cancel or change these offices, including our use of the
trustees corporate trust office. We may also authorize
paying agents other than the trustee to
10
make payments on the notes on our behalf, including choosing to
act as our own paying agent. We must notify the trustee of
changes in the paying agents for any particular series of debt
securities.
Regardless of who acts as paying agent, all money paid by us to
a paying agent that remains unclaimed at the end of two years
after the amount becomes due to direct holders will be repaid to
us. After that two-year period, you may look only to us for
payment and not to the trustee or any other paying agent.
If you are a street name or other indirect holder, you should
consult your bank or broker for information on how you will
receive payments.
Notices
We and the trustee will send notices regarding the debt
securities only to direct holders, using their addresses as
listed in the trustees records.
Mergers
and Similar Events
We are generally permitted under the indenture to consolidate or
merge with another company or firm. We are also permitted to
sell or lease some or all of our assets to another firm.
However, we may not take any of these actions unless the
following conditions, among others, are met:
|
|
|
|
|
where we merge out of existence or sell or lease substantially
all our assets, the other firm must be a corporation, limited
liability company, partnership or trust organized under the laws
of a state or the District of Columbia or under United States
federal law and it must expressly agree in a supplemental
indenture to be legally responsible for the debt
securities; and
|
|
|
|
the merger, sale of assets or other transaction must not bring
about a default on the debt securities (for purposes of this
test, a default would include an event of default described
below under Default and Related Matters
and any event that would be an event of default if the
requirements for giving us notice of our default or our default
having to exist for a specific period of time were disregarded).
|
You should know that there is no precise, established definition
of what would constitute a sale or lease of substantially all of
our assets under applicable law and, accordingly, there may be
uncertainty as to whether a sale or lease of less than all of
our assets would subject us to this provision.
If we merge out of existence or transfer (except through a
lease) substantially all our assets, and the other firm becomes
our successor and is legally responsible for the debt
securities, we will be relieved of our own responsibility for
the debt securities.
It is possible that the merger, sale of assets or other
transaction would cause some of our property to become subject
to a mortgage or other legal mechanism giving lenders
preferential rights in our property over other lenders or over
our general creditors if we fail to repay them. We have promised
the holders of the debt securities to limit these preferential
rights, called liens, as discussed later under
Certain Restrictive Covenants
Limitation on Liens on Major Property and United States and
Canadian Operating Subsidiaries, or grant an equivalent
lien to the holders of the debt securities.
Modification
and Waiver
There are three types of changes we can make to the indenture
and the debt securities.
Changes Requiring Your Approval. First, there
are changes that cannot be made to your debt securities without
your specific approval. These include:
|
|
|
|
|
change of the stated due date for payment of principal or
interest on a debt security;
|
|
|
|
reduction in the principal amount of, the rate of interest
payable on or any premium payable upon redemption of a debt
security;
|
|
|
|
reduction in the amount of principal payable upon acceleration
of the maturity of a debt security following a default;
|
11
|
|
|
|
|
change in the place or currency of payment on a debt security;
|
|
|
|
impairment of your right to sue for payment on a debt security
on or after the due date for such payment;
|
|
|
|
reduction in the percentage of direct holders of debt securities
whose consent is required to modify or amend the indenture;
|
|
|
|
reduction in the percentage of holders of debt securities whose
consent is required under the indenture to waive compliance with
provisions of, or to waive defaults under, the
indenture; and
|
|
|
|
modification of any of the provisions described above or other
provisions of the indenture dealing with waiver of defaults or
covenants under the indenture, except to increase the
percentages required for such waivers or to provide that other
provisions of the indenture cannot be changed without the
consent of each direct holder affected by the change.
|
Changes Not Requiring Approval. Second,
changes may be made by us and the trustee without any vote by
holders of debt securities. These include:
|
|
|
|
|
evidencing the assumption by a successor of our obligations
under the indenture and the debt securities;
|
|
|
|
adding to our covenants for the benefit of the holders of debt
securities, or surrendering any of our rights or powers under
the indenture;
|
|
|
|
adding other events of default for the benefit of holders of
debt securities;
|
|
|
|
making such changes as may be necessary to permit or facilitate
the issuance of debt securities in bearer or uncertificated form;
|
|
|
|
establishing the forms or terms of debt securities of any series;
|
|
|
|
evidencing the acceptance of appointment by a successor
trustee; and
|
|
|
|
curing any ambiguity, correcting any indenture provision that
may be defective or inconsistent with other indenture provisions
or making any other change that does not adversely affect the
interests of the holders of the debt securities of any series in
any material respect.
|
Changes Requiring a Majority Vote. Third, we
need a vote by direct holders of debt securities owning at least
a majority of the principal amount of each series affected by
the change to make any other change to the indenture that is not
of the type described in the preceding two paragraphs. A
majority vote of this kind is also required to obtain a waiver
of any past default, except a payment default on principal or
interest or concerning a provision of the indenture that cannot
be changed without the consent of the direct holder.
Further Details Concerning Voting. When taking
a vote, we will use the following rules to decide how much
principal amount to attribute to a debt security:
|
|
|
|
|
for original issue discount securities, we will use the
principal amount that would be due and payable on the voting
date if the maturity of those debt securities were accelerated
to that date because of a default;
|
|
|
|
for debt securities whose principal amount is not known, for
example, because it is based on an index, we will use a special
rule for that debt security determined by our board of directors
or described in the applicable prospectus supplement; and
|
|
|
|
for debt securities denominated in one or more foreign
currencies or currency units, we will use the dollar equivalent,
as determined by our board of directors or as described in the
applicable prospectus supplement.
|
Debt securities will not be considered outstanding, and
therefore will not be eligible to vote, if owned by us or one of
our affiliates or if we have deposited or set aside money in
trust for their payment or redemption. Debt securities will also
not be eligible to vote if they have been fully defeased as
described below under Defeasance
Full Defeasance.
12
We will generally be entitled to set any day as a record date
for the purpose of determining the direct holders of outstanding
debt securities that are entitled to vote or take other action
under the indenture. In some circumstances, generally related to
a default by us on the debt securities, the trustee will be
entitled to set a record date for action by holders.
If you are a street name or other indirect holder, you should
consult your bank or broker for information on how approval may
be granted or denied if we wish to change the indenture or the
debt securities or request a waiver.
Defeasance
The following discussion of full defeasance and covenant
defeasance will apply to your series of debt securities only if
we choose to have them apply to that series. If we do so choose,
we will state that in the applicable prospectus supplement.
Full Defeasance. If there is a change in
United States federal tax law as described below, we could
legally release ourselves from any payment or other obligations
on the debt securities of any or all series, called full
defeasance, if we put in place the following arrangements
for you to be repaid:
|
|
|
|
|
we must irrevocably deposit in trust for your benefit and the
benefit of all other direct holders of those debt securities
money or specified United States government securities or a
combination of these that will generate enough cash to make
interest, principal and any other payments on those debt
securities on their various due dates;
|
|
|
|
there must be a change in current federal tax law or an Internal
Revenue Service ruling that lets us make the deposit without
causing you to be taxed on the debt securities any differently
than if we did not make the deposit and simply repaid the debt
securities ourselves (under current United States federal tax
law, the deposit and our legal release from the debt securities
would be treated as though we took back your debt securities and
gave you your share of the cash and notes or bonds deposited in
trust, in which case you could recognize gain or loss on those
debt securities); and
|
|
|
|
we must deliver to the trustee a legal opinion confirming the
United States tax law change described above.
|
In addition, no default must have occurred and be continuing
with respect to those debt securities at the time the deposit is
made (and, with respect only to bankruptcy and similar events,
during the 90 days following the deposit), and we have
delivered a certificate and a legal opinion to the effect that
the deposit does not:
|
|
|
|
|
cause any outstanding debt securities that may then be listed on
a securities exchange to be delisted;
|
|
|
|
cause the trustee to have a conflicting interest
within the meaning of the Trust Indenture Act of 1939;
|
|
|
|
result in a breach or violation of, or constitute a default
under, any other agreement or instrument to which we are party
or by which we are bound; and
|
|
|
|
result in the trust arising from it constituting an
investment company within the meaning of the
Investment Company Act of 1940 (unless we register the trust, or
find an exemption from registration, under that Act).
|
If we ever did accomplish full defeasance, you would have to
rely solely on the trust deposit, and could no longer look to
us, for repayment on the debt securities of the affected series.
Conversely, the trust deposit would likely be protected from
claims of our lenders and other creditors if we ever become
bankrupt or insolvent.
Covenant Defeasance. Under current United
States federal tax law, we can make the same type of deposit
described above and be released from many of the covenants in
any or all series of debt securities. This is called
covenant defeasance. In that event, you would lose
the protection of those covenants but
13
would gain the protection of having money and securities set
aside in trust to repay the debt securities. In order to achieve
covenant defeasance, we must do the following:
|
|
|
|
|
make the same deposit of money
and/or
United States government securities described above under
Full Defeasance;
|
|
|
|
deliver to the trustee a legal opinion confirming that under
current United States federal income tax law we may make the
above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit
and simply repaid the debt securities ourselves; and
|
|
|
|
comply with the other conditions precedent described above under
Full Defeasance.
|
If we accomplish covenant defeasance, the following provisions,
among others, would no longer apply:
|
|
|
|
|
the events of default relating to breach of covenants described
below under Default and Related
Matters What is an Event of Default?; and
|
|
|
|
any promises regarding conduct of our business, such as those
described under Certain Restrictive
Covenants below and any other covenants applicable to the
series of debt securities and described in the prospectus
supplement.
|
If we accomplish covenant defeasance, you can still look to us
for repayment of the debt securities if there is a shortfall in
the trust deposit. Depending on the event causing the default,
however, you may not be able to obtain payment of the shortfall.
Redemption
We May Choose to Redeem Your Debt
Securities. We may be able to pay off your debt
securities before their normal maturity. If we have this right
with respect to your specific debt securities, the right will be
described in the applicable prospectus supplement, which will
also specify when we can exercise this right and how much we
will have to pay in order to redeem your debt securities.
If we choose to redeem your debt securities, we will mail
written notice to you not less than 30 days prior to
redemption and not more than 60 days prior to redemption.
Also, you may be prevented from exchanging or transferring your
debt securities when they are subject to redemption, as
described above under Form, Exchange and
Transfers.
Default
and Related Matters
You will have special rights if an event of default occurs and
is not cured.
What is an Event of Default? For each series
of debt securities the term event of default means
any of the following:
|
|
|
|
|
we do not pay interest on a debt security of that series within
30 days of its due date;
|
|
|
|
we do not pay the principal or any premium on a debt security of
that series on its due date;
|
|
|
|
we do not deposit money into a separate custodial account, known
as a sinking fund, when such a deposit is due, if we agree to
maintain a sinking fund with respect to that series;
|
|
|
|
|
|
we remain in breach of any restrictive covenant with respect to
that series or any other term of the indenture for 60 days
after we receive a notice of default stating we are in breach
(the notice must be sent by either the trustee or direct holders
of at least 25% of the principal amount of debt securities of
the affected series);
|
|
|
|
|
|
we file for bankruptcy or other events of bankruptcy, insolvency
or reorganization occur; or
|
|
|
|
any other event of default described in the prospectus
supplement occurs.
|
Remedies if an Event of Default Occurs. In the
event of our bankruptcy, insolvency or other similar proceeding,
all of the debt securities will automatically be due and
immediately payable. If a non-bankruptcy event of default has
occurred with respect to any series and has not been cured, the
trustee or the direct
14
holders of not less than 25% in principal amount of the debt
securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be
due and immediately payable. This is called a declaration
of acceleration of maturity.
A declaration of acceleration of maturity may be canceled by the
direct holders of at least a majority in principal amount of the
debt securities of the affected series if any other defaults on
those debt securities have been waived or cured and we pay or
deposit with the trustee an amount sufficient to pay the
following with respect to the debt securities of that series:
|
|
|
|
|
all overdue interest;
|
|
|
|
principal and premium, if any, which has become due, other than
as a result of the acceleration, plus any interest on that
principal;
|
|
|
|
interest on overdue interest, to the extent that payment is
lawful; and
|
|
|
|
amounts paid or advanced by the trustee and reasonable trustee
compensation and expenses.
|
Except in cases of default, where the trustee has some special
duties, the trustee is not required to take any action under the
indenture at the request of any direct holders unless the
holders offer the trustee reasonable protection from expenses
and liability, called an indemnity. If reasonable
indemnity is provided, the direct holders of a majority in
principal amount of the outstanding debt securities of the
relevant series may direct the time, method and place of
conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority direct holders
may also direct the trustee in exercising any trust or power
conferred on the trustee under the indenture.
Before you may bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your
rights or protect your interests relating to any debt securities
of any series, the following must occur:
|
|
|
|
|
you must give the trustee written notice that an event of
default with respect to the debt securities of that series has
occurred and remains uncured;
|
|
|
|
the direct holders of at least 25% in principal amount of all
outstanding debt securities of that series must make a written
request that the trustee take action because of the default, and
must offer reasonable indemnity to the trustee against any cost
and liabilities of taking that action;
|
|
|
|
the trustee must not have received from direct holders of a
majority in principal amount of the outstanding debt securities
of that series a direction inconsistent with the written
notice; and
|
|
|
|
the trustee must have failed to take action for 60 days
after receipt of the above notice and offer of indemnity.
|
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your debt security on or after its due
date.
Every year we will certify in a written statement to the trustee
that we are in compliance with the indenture and each series of
debt securities, or else specify any default that we know about.
If you are a street name or other indirect holder, you should
consult your bank or broker for information on how to give
notice or direction to or make a request of the trustee and to
make or cancel a declaration of acceleration of maturity.
Conversion
or Exchange Rights
Unless otherwise described in the prospectus supplement, the
debt securities are not convertible or exchangeable for shares
of our common stock.
15
Ranking
of Debt Securities
The debt securities are not subordinated to any of our other
unsecured debt obligations and, therefore, they rank equally
with all our other unsecured and unsubordinated indebtedness.
Certain
Restrictive Covenants
The indenture contains restrictive covenants that will apply to
all debt securities issued under it unless we say otherwise in
the applicable prospectus supplement, the most significant of
which are described below.
Limitation on Liens on Major Property and United States and
Canadian Operating Subsidiaries. Some of our
property may be subject to a mortgage or other legal mechanism
that gives our lenders preferential rights in that property over
other lenders, including you and the other direct holders of the
debt securities, or over our general creditors, if we fail to
pay them back. These preferential rights are called
liens. In the indenture, we promise not to create,
issue, assume, incur or guarantee any indebtedness for borrowed
money that is secured by a mortgage, pledge, lien, security
interest or other encumbrance on:
|
|
|
|
|
any flour mill, manufacturing or packaging plant or research
laboratory located in the United States or Canada and owned by
us or one of our current or future United States or Canadian
operating subsidiaries; or
|
|
|
|
any stock or debt issued by one of our current or future United
States or Canadian operating subsidiaries
|
unless we also secure all the debt securities that are still
outstanding under the indenture equally with the indebtedness
being secured. This promise does not restrict our ability to
sell or otherwise dispose of our interests in any United States
or Canadian operating subsidiary.
These requirements do not apply to liens:
|
|
|
|
|
existing on February 1, 1996 and any extensions, renewals
or replacements of those liens;
|
|
|
|
relating to the construction, improvement or purchase of a flour
mill, plant or laboratory;
|
|
|
|
in favor of us or one of our United States or Canadian operating
subsidiaries;
|
|
|
|
in favor of governmental units for financing construction,
improvement or purchase of our property;
|
|
|
|
existing on any property, stock or debt existing at the time we
acquire it, including liens on property, stock or debt of a
United States or Canadian operating subsidiary at the time it
became our United States or Canadian operating subsidiary;
|
|
|
|
relating to the sale of our property;
|
|
|
|
for work done on our property;
|
|
|
|
relating to workers compensation, unemployment insurance
and similar obligations;
|
|
|
|
relating to litigation or legal judgments;
|
|
|
|
for taxes, assessments or governmental charges not yet
due; or
|
|
|
|
consisting of easements or other restrictions, defects in title
or encumbrances on our real property.
|
We may also avoid securing the debt securities equally with the
indebtedness being secured if the amount of the indebtedness
being secured plus the value of any sale and lease back
transactions, as described below, is 15% or less than the amount
of our consolidated total assets minus our consolidated
non-interest bearing current liabilities, as reflected on our
consolidated balance sheet.
If a merger or other transaction would create any liens that are
not permitted as described above, we must grant an equivalent
lien to the direct holders of the debt securities.
16
Limitation on Sale and Leaseback
Transactions. In the indenture, we also promise
that we and our United States and Canadian operating
subsidiaries will not enter into any sale and leaseback
transactions on any of our flourmills, manufacturing or
packaging plants or research laboratories located in the United
States or Canada (referred to in the indenture as
principal properties) unless we satisfy some
restrictions. A sale and leaseback transaction involves our sale
to a lender or other investor of a property of ours and our
leasing back that property from that party for more than three
years, or a sale of a property to, and its lease back for three
or more years from, another person who borrows the necessary
funds from a lender or other investor on the security of the
property.
We may enter into a sale and leaseback transaction covering any
of our principal properties only if:
|
|
|
|
|
it falls into the exceptions for liens described above under
Limitation on Liens on Major Property and
United States and Canadian Operating Subsidiaries; or
|
|
|
|
within 180 days after the property sale, we set aside for
the retirement of funded debt, meaning notes or bonds that
mature at or may be extended to a date more than 12 months
after issuance, an amount equal to the greater of:
|
|
|
|
|
|
the net proceeds of the sale of the principal property, or
|
|
|
|
the fair market value of the principal property sold, and in
either case, minus
|
|
|
|
the principal amount of any debt securities delivered to the
trustee for retirement within 120 days after the property
sale, and
|
|
|
|
the principal amount of any funded debt, other than debt
securities, voluntarily retired by us within 120 days after
the property sale; or
|
|
|
|
|
|
the attributable value, as described below, of all sale and
leaseback transactions plus any indebtedness that we incur that,
but for the exception in the second to last paragraph of
Limitation on Liens on Major Property and
United States and Canadian Operating Subsidiaries above,
would have required us to secure the debt securities equally
with it, is 15% or less than the amount of our consolidated
total assets minus our consolidated non-interest bearing current
liabilities, as reflected on our consolidated balance sheet.
|
We determine the attributable value of a sale and leaseback
transaction by choosing the lesser of (1) or (2) below:
|
|
|
|
1. sale price of the leased property ×
|
remaining portion of the
base term of the lease
the
base term of the lease
|
2. the total obligation of the lessee for rental payments
during the remaining portion of the base term of the lease,
discounted to present value at the highest interest rate on any
outstanding series of debt securities. The rental payments in
this calculation do not include amounts for property taxes,
maintenance, repairs, insurance, water rates and other items
that are not payments for the property itself.
PLAN OF
DISTRIBUTION
We may sell the debt securities through underwriters or dealers,
directly to one or more purchasers, or through agents. The
prospectus supplement will include the names of underwriters,
dealers or agents retained. The prospectus supplement also will
include the purchase price of the debt securities, our proceeds
from the sale, any underwriting discounts or commissions and
other items constituting underwriters compensation, and
any securities exchanges on which the debt securities may be
listed.
We may offer the debt securities to the public through
underwriting syndicates managed by managing underwriters or
through underwriters without a syndicate. If underwriters are
used, the underwriters will acquire the debt securities for
their own account. They may resell the debt securities in one or
more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. Unless otherwise indicated in the related
prospectus supplement, the obligations of the
17
underwriters to purchase the debt securities will be subject to
customary conditions precedent and the underwriters will be
obligated to purchase all the debt securities offered if any of
the debt securities are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or
paid to dealers may be changed from time to time.
Unless the prospectus supplement states otherwise, all debt
securities will be new issues of debt securities with no
established trading market. Any underwriters who purchase debt
securities from us for public offering and sale may make a
market in the debt securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any
time without notice. We cannot give any assurance concerning the
liquidity of the trading market for any debt securities.
In order to facilitate the offering of the debt securities, the
underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the debt securities or any
other securities, the prices of which may be used to determine
payments on the debt securities. Specifically, the underwriters
may over-allot in connection with any such offering, creating a
short position in the debt securities for their own accounts. In
addition, to cover over-allotments or to stabilize the price of
the debt securities or of any other securities, the underwriters
may bid for, and purchase, the debt securities or any other
securities in the open market. Finally, in any offering of the
debt securities through a syndicate of underwriters, the
underwriting syndicate may reclaim selling concessions allowed
to an underwriter or a dealer for distributing the debt
securities in the offering if the syndicate repurchases
previously distributed debt securities in transactions to cover
syndicate short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the
market price of the debt securities above independent market
levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.
Underwriters, dealers and agents that participate in the
distribution of the debt securities may be underwriters as
defined in the Securities Act and any discounts or commissions
received by them from us and any profit on the resale of the
debt securities by them may be treated as underwriting discounts
and commissions under the Securities Act.
We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act, or to contribute with
respect to payments which the underwriters, dealers or agents
may be required to make.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us in the ordinary course of
their businesses.
One or more firms, referred to as remarketing firms,
may also offer or sell the debt securities, if the prospectus
supplement so indicates, in connection with a remarketing
arrangement upon their purchase. Remarketing firms will act as
principals for their own accounts or as agents for us. These
remarketing firms will offer or sell the debt securities in
accordance with a redemption or repayment pursuant to the terms
of the debt securities. The prospectus supplement will identify
any remarketing firm and the terms of its agreement, if any,
with us and will describe the remarketing firms
compensation. Remarketing firms may be deemed to be underwriters
in connection with the debt securities they remarket.
Remarketing firms may be entitled under agreements that may be
entered into with us to indemnification by us against certain
civil liabilities, including liabilities under the Securities
Act and may be customers of, engage in transactions with or
perform services for us in the ordinary course of business.
We may authorize underwriters, dealers and agents to solicit
offers by certain specified institutions to purchase debt
securities from us at the public offering price set forth in a
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions
included in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for
solicitation of the contracts.
Unless indicated in the applicable prospectus supplement, we do
not expect to list the debt securities on a securities exchange.
18
LEGAL
MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, legal matters will be passed upon for us by Janice
L. Marturano, our Vice President and Deputy General Counsel.
Ms. Marturano is a full-time employee of ours, and owns
shares of our common stock and participates in various employee
stock-based benefit plans. Unless otherwise indicated in the
applicable prospectus supplement, legal matters will be passed
upon for the underwriters by Davis Polk & Wardwell,
New York, New York.
EXPERTS
The consolidated financial statements and related financial
statement schedule of General Mills, Inc. and subsidiaries as of
May 25, 2008 and May 27, 2007 and for each of the
fiscal years in the three-year period ended May 25, 2008
incorporated by reference in this prospectus from General
Mills May 25, 2008 Annual Report on
Form 10-K
filed with the SEC on July 11, 2008, and the effectiveness
of internal control over financial reporting as of May 25,
2008, have been audited by KPMG LLP, independent registered
public accounting firm, as stated in their report, which is
incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
KPMGs report refers to the adoption of Financial
Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109 on
May 28, 2007. It also refers to a change during fiscal 2007
in the classification of shipping costs, a change in the annual
goodwill impairment assessment date to December 1, and the
adoption of Statement of Financial Accounting Standards
No. 123 (Revised), Share-Based Payment on
May 29, 2006 and Statement of Financial Accounting
Standards No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Benefit Plans
an amendment of Financial Accounting Standards Board Statements
No. 87, 88, 106 and 132(R) on May 27, 2007.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses expected to be incurred by the Company in
connection with the offering described in this registration statement.
|
|
|
|
|
SEC registration fee |
|
$ |
(a |
) |
Accountants fees and expenses |
|
|
(b |
) |
Legal fees and expenses |
|
|
(b |
) |
Trustees and depositarys fees and expenses |
|
|
(b |
) |
Printing expenses |
|
|
(b |
) |
Rating agencies fees |
|
|
(b |
) |
Miscellaneous expenses |
|
|
(b |
) |
|
|
|
|
Total |
|
$ |
(b |
) |
|
|
|
|
|
|
|
(a) |
|
Because this registration statement covers an indeterminate amount of debt securities, the
SEC registration fee is not currently determinable. Such fee is deferred in accordance with
Rules 456(b) and 457(r) under the Securities Act. |
|
(b) |
|
An estimate of the aggregate amount of these expenses will be reflected in the applicable
prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Under provisions of the Companys By-laws, each person who is or was a director or officer of
the Company shall be indemnified by the Company to the fullest extent permitted by Delaware law.
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 or actions 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, 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.
The Company maintains directors and officers liability insurance that reimburses the Company
for certain indemnification liabilities and expenses, and covers directors and officers in certain
situations where indemnification is not available from the Company.
Item 16. Exhibits.
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
1.1*
|
|
Form of underwriting agreement. |
|
|
|
4.1
|
|
Indenture, dated as of February 1, 1996, between the Registrant and U.S. Bank National
Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by
reference to Exhibit 4.1 to Registrants Registration Statement on Form S-3 filed February
6, 1996 (File no. 333-00745)). |
|
|
|
5.1
|
|
Opinion of Janice L. Marturano, Vice President and Deputy General Counsel of the Registrant. |
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated herein by reference to
Exhibit 12.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended
August 24, 2008). |
|
|
|
23.1
|
|
Consent of Janice L. Marturano (included in Exhibit 5.1). |
|
|
|
23.2
|
|
Consent of KPMG LLP. |
II-1
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
24.1
|
|
Power of Attorney. |
|
|
|
25.1
|
|
Form T-1 Statement of Eligibility of U.S. Bank National Association to act as Trustee under
the Indenture. |
|
|
|
* |
|
To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d)
of the Exchange Act. |
Item 17. 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;
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table in the effective registration statement; and
(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), (a)(1)(ii) and (a)(1)(iii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be
part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act
to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of such
undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, such
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
II-2
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 may be
permitted to directors, officers and controlling persons of the Registrant pursuant the foregoing
provisions described above under Item 15, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the
final adjudication of such issue.
II-3
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-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on December 4, 2008.
|
|
|
|
|
|
GENERAL MILLS, INC.
|
|
|
By: |
/s/ Roderick A. Palmore
|
|
|
|
Name: |
Roderick A. Palmore |
|
|
|
Title: |
Executive Vice President, General Counsel and Secretary |
|
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
|
|
|
|
|
|
|
Bradbury H. Anderson |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Paul Danos |
|
Director |
|
|
) |
|
|
|
|
|
|
|
William T. Esrey |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Raymond V. Gilmartin |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Judith Richards Hope |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Heidi G. Miller |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Hilda Ochoa-Brillembourg |
|
Director |
|
|
) |
|
|
By: |
|
/s/ Donal L. Mulligan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Odland |
|
Director |
|
|
) |
|
|
|
|
Donal L. Mulligan |
|
|
Kendall J. Powell |
|
Chairman and Chief Executive |
|
|
) |
|
|
|
|
Attorney-in-Fact |
|
|
|
|
|
|
Officer (Principal Executive
|
|
|
) |
|
|
|
|
|
|
|
|
|
|
|
Officer)
|
|
|
) |
|
|
|
|
December 4, 2008 |
|
|
Lois E. Quam |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Michael D. Rose |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Robert L. Ryan |
|
Director |
|
|
) |
|
|
|
|
|
|
|
Dorothy A. Terrell |
|
Director |
|
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Donal L. Mulligan
|
|
Executive Vice President and
|
|
|
|
|
|
|
|
December 4, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donal L. Mulligan
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Richard O. Lund
|
|
Vice President, Controller
|
|
|
|
|
|
|
|
December 4, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard O. Lund
|
|
(Principal Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
1.1*
|
|
Form of underwriting agreement. |
|
|
|
4.1
|
|
Indenture, dated as of February 1, 1996, between the Registrant and U.S. Bank National
Association (f/k/a First Trust of Illinois, National Association) (incorporated herein by
reference to Exhibit 4.1 to Registrants Registration Statement on Form S-3 filed February
6, 1996 (File no. 333-00745)). |
|
|
|
5.1
|
|
Opinion of Janice L. Marturano, Vice President and Deputy General Counsel of the Registrant. |
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges (incorporated herein by reference to
Exhibit 12.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended
August 24, 2008). |
|
|
|
23.1
|
|
Consent of Janice L. Marturano (included in Exhibit 5.1). |
|
|
|
23.2
|
|
Consent of KPMG LLP. |
|
|
|
24.1
|
|
Power of Attorney. |
|
|
|
25.1
|
|
Form T-1 Statement of Eligibility of U.S. Bank National Association to act as Trustee under
the Indenture. |
|
|
|
* |
|
To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d)
of the Exchange Act. |