SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
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): December 11, 1995
General Mills, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-1185 41-0274440
Commission File Number (IRS Employer Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Mail: P.O. Box 1113) (Mail: 55440)
(Address of principal executive offices) (Zip Code)
(612) 540-2311
Registrant's Telephone Number
Item 5. Other Events.
On December 11, 1995, the Board of Directors of
General Mills, Inc. (the "Company") declared a dividend of
one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $.10 per share
(the "Common Shares"), of the Company. The dividend is
payable on February 1, 1996 to stockholders of record on
January 10, 1996 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one one-
hundredth of a share of Series B Participating Cumulative
Preference Stock, without par value (the "Preference
Shares"), of the Company at a price of $240 per one one-
hundredth of a Preference Share (the "Purchase Price"),
subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of
December 11, 1995 (the "Rights Agreement") between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent
(the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 20% or more of the outstanding
Common Shares or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or
group of 20% or more of the outstanding Common Shares (the
earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date,
by such Common Share certificate with a copy of a Summary of
Rights attached thereto.
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of
the Rights), the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common
Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed
to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on February 1, 2006 (the
"Final Expiration Date"), unless the Final Expiration Date
is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of
Preference Shares or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Preference Shares, (ii) upon the
grant to holders of the Preference Shares of certain rights
or warrants to subscribe for or purchase Preference Shares
at a price, or securities convertible into Preference Shares
with a conversion price, less than the then-current market
price of the Preference Shares or (iii) upon the
distribution to holders of the Preference Shares of
evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred
to above).
The number of outstanding Rights and the number of
one one-hundredths of a Preference Share issuable upon
exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common
Shares occurring, in any such case, prior to the
Distribution Date.
Preference Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preference Share will
be entitled to a minimum preferential quarterly dividend
payment of $10 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per
Common Share. In the event of liquidation, the holders of
the Preference Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will
be entitled to an aggregate payment of 100 times the payment
made per Common Share. Each Preference Share will have 100
votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preference Share
will be entitled to receive 100 times the amount received
per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preference Shares'
dividend, liquidation and voting rights, the value of the
one one-hundredth interest in a Preference Share purchasable
upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger
or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold after a
person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring
company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares
having a market value at the time of such occurrence of two
times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares,
the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-hundredth of
a Preference Share, per Right (subject to adjustment).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preference Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading
day prior to the date of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial
ownership of 20% or more of the outstanding Common Shares,
the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the
holders of the Rights, including an amendment to lower
certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage
of the outstanding Common Shares then known to the Company
to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that
from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring
Person, no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends.
The Rights Agreement and form of press release
announcing the declaration of the Rights are attached hereto
as exhibits and are incorporated herein by reference. The
foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Also on December 11, 1995, the Board of Directors of
the Company approved amendments to the Company's By-Laws and
approved a new form of Management Continuity Agreement for
seven executives of the Company who were not previously
parties to Management Continuity Agreements with the
Company. The new form will also apply to the five
executives who are currently parties to Management
Continuity Agreements with the Company, at the expiration of
their existing agreements. The full text of the Company's
By-Laws, as amended, and the new form of Management
Continuity Agreement are attached hereto as exhibits and are
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
1. Rights Agreement, dated as of December 11,
1995, between General Mills, Inc. and
Norwest Bank Minnesota, N.A., as Rights
Agent.
2. Form of press release dated December 11,
1995.
3. By-Laws, as amended through December 11,
1995.
4. Form of Management Continuity Agreement.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
GENERAL MILLS, INC.
By: /s/ Siri S. Marshall
Name: Siri S. Marshall
Title: Senior Vice President,
General Counsel and
Secretary
Dated: December 18, 1995
EXHIBIT LIST
Exhibit Description
1. Rights Agreement, dated as of December 11,
1995, between General Mills, Inc. and Norwest
Bank Minnesota, N.A., as Rights Agent.
2. Form of press release dated December 11, 1995.
3. By-Laws, as amended through December 11, 1995.
4. Form of Management Continuity Agreement.