EXHIBIT 4.1
REGISTERED NO. __ PRINCIPAL AMOUNT: ____________
GENERAL MILLS, INC.
5 1/8% NOTE DUE 2007
CUSIP NO. 370334 AR 5 ISIN No. US370334AR52 Common Code No. 14365907
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
GENERAL MILLS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), for value received,
hereby promises to pay to ____________, or registered assigns, the principal sum
of ___________________________________________________ on February 15, 2007 (the
"Maturity Date"), and to pay interest thereon from February 21, 2002 or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, semi-annually on February 15 and August 15 in each
year (each an "Interest Payment Date"), commencing on August 15, 2002, at the
rate of 5 1/8% per annum (computed on the basis of a 360-day year of twelve
30-day months) until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided for in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be January 31 or July 31 (whether or not a Business Day),
as the case may be, next
preceeding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Notes not less than
10 days prior to such special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the The City of
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Security Register or by wire transfer to an account
maintained by the payee at a bank located in the United States. All payments of
principal and interest in respect of this Note will be made by the Company in
immediately available funds.
Any payment on this Note due on any day which is not a Business Day in The
City of New York need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on the due
date and no interest shall accrue for the period from and after such date.
"Business Day" shall mean, as used herein with respect to any Place of
Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in The City of New York or that the Place of
Payment generally are authorized or obligated by law, regulation or executive
order to close.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall have the same effect as
though fully set forth in this place.
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Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee for the Notes by manual signature, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, GENERAL MILLS, INC. has caused this instrument to be
signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION GENERAL MILLS, INC.
This is one of the series
designated therein referred
to in the within-mentioned
Indenture. By:__________________________
David VanBenschoten
Vice President, Treasurer
U. S. BANK NATIONAL ASSOCIATION, f. k. a.
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, as Trustee
Attest:______________________
By:__________________________________ Elizabeth L. Wittenberg
Authorized Officer Assistant Secretary
OR
_______________________________________ [SEAL]
as Authenticating Agent for the Trustee
By:__________________________________
Authorized Officer
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GENERAL MILLS, INC.
5 1/8% NOTES DUE 2007
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of February 1, 1996 (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and U.S. Bank National Association (f.k.a. First Trust of Illinois,
National Association), as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. By
the terms of the Indenture, additional Securities of other separate series,
which may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount. This Note is one of a series of the
Securities designated as 5 1/8% Notes Due 2007 (the "Notes").
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
This Note may be redeemed, in whole or in part, at the option of the
Company at any time or from time to time at a redemption price equal to the
greater of (i) 100% of the principal amount of the Notes being redeemed on the
redemption date or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed on that
redemption date (not including any portion of any payments of interest accrued
to the redemption date) discounted to the redemption date on a semiannual basis
at the treasury rate (as defined below), as determined by the reference treasury
dealer (as defined below), plus 15 basis points, plus accrued and unpaid
interest on the Notes to
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the redemption date. Notwithstanding the foregoing, installments of interest on
Notes that are due and payable on Interest Payment Dates falling on or prior to
a redemption date will be payable on the Interest Payment Date to the Holders as
of the close of business on the relevant Regular Record Date according to this
Note and the Indenture. The redemption price will be calculated on the basis of
a 360-day year consisting of twelve 30-day months. Any redemption of this Note
shall be effected on not less than 30 nor more than 60 days' notice to the
Holder hereof. Once notice of redemption is mailed, the Notes called for
redemption will become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to the redemption
date.
"Treasury rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the comparable
treasury issue, assuming a price for the comparable treasury issue (expressed as
a percentage of its principal amount) equal to the comparable treasury price for
such redemption date.
"Comparable treasury issue" means the United States Treasury security
selected by the reference treasury dealer as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.
"Comparable treasury price" means, with respect to any redemption date,
(A) the average of the reference treasury dealer quotations for such redemption
date, after excluding the highest and lowest such reference treasury dealer
quotations, or (B) if the Trustee obtains fewer than three such reference
treasury dealer quotations, the average of all such quotations, or (C) if only
one reference treasury dealer quotation is received, such quotation.
"Reference treasury dealer" means (A) Barclays Capital Inc., Deutsche Banc
Alex. Brown Inc. or Salomon Smith Barney Inc. (or their respective associates
which are primary treasury dealers), and their respective successors; provided,
however, that if Barclays Capital Inc., Deutsche Banc Alex. Brown Inc. or
Salomon Smith Barney Inc. shall cease to be a primary U.S. government securities
dealer in New York City (a "primary treasury dealer"), the Company will
substitute another primary treasury dealer; and (B) any other primary treasury
dealer(s) selected by the Trustee after consultation with the Company.
"Reference treasury dealer quotation" means, with respect to each
reference treasury dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such reference treasury dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the
Notes or any portion of the Notes called for redemption (unless the Company
defaults in the payment of the redemption price and accrued interest). On or
before the redemption date, the Company will deposit with a Paying Agent (or the
Trustee) money sufficient to pay the redemption price of and accrued interest on
the Notes to be
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redeemed on that date. If less than all of the Notes are to be redeemed, the
Notes to be redeemed shall be selected by lot by The Depository Trust Company,
in the case of Notes represented by a Global Security, or by the Trustee by a
method the Trustee deems to be fair and appropriate, in the case of Notes that
are not represented by a Global Security.
In the event of redemption of this Note in part only, a new Note or Notes
of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.
The Company may redeem the Notes in whole, at its option at any time prior
to maturity, upon the giving of a notice of redemption as described below, if it
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein, or any change in
official position regarding the application or interpretation of such laws,
regulations or rulings, which change or amendment becomes effective on or after
the February 13, 2002, it has or will become obligated to pay certain additional
amounts with respect to such Notes for reasons outside its control and after
taking reasonable measures to avoid such obligation. The Notes will be redeemed
at a redemption price equal to 100% of the principal amount of the Notes,
together with accrued interest to the date fixed for redemption. Prior to the
giving of any notice of redemption pursuant to this paragraph, the Company will
deliver to the Trustee: (i) a certificate stating that it is entitled to effect
the redemption and setting forth a statement of facts showing that the
conditions precedent to the Company's right to so redeem have occurred; and (ii)
an opinion of independent counsel satisfactory to the Trustee to the effect that
the Company has or will become obligated to pay such additional amounts for the
reasons described above; provided that no such notice of redemption shall be
given earlier than 60 days prior to the earliest date on which the Company would
be obligated to pay additional amounts if a payment on the Notes were then due.
Notice of redemption will be given not less than 30 nor more than 60 days prior
to the date fixed for redemption, which date and the applicable redemption price
will be specified in the notice.
The Company may, without the consent of the Holders of the Notes, issue
additional Securities having the same ranking and the same interest rate,
maturity and other terms as the Notes. Any additional Securities having the same
terms, together with these Notes, will constitute a single series of Notes under
the Indenture. No additional Securities may be issued if an event of default has
occurred with respect to these Notes.
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The Indenture contains provisions for defeasance at any time of the entire
principal of all the Securities of any series upon compliance by the Company
with certain conditions set forth therein.
This Note is exchangeable for definitive Notes only if (x) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this Global Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for definitive Notes in registered form or (z) an Event of
Default with respect to the Notes represented hereby has occurred and is
continuing. In such case, this Global Security shall be exchangeable into Notes
issuable only in denominations of $1,000 and integral multiples thereof. No
Notes shall be issuable in denominations of less than $1,000. If this Note is
exchangeable pursuant to the preceding sentences, it shall be exchangeable for
definitive Notes in registered form, bearing interest (if any) at the same rate
or pursuant to the same formula, having the same date of issuance, redemption
provisions, Stated Maturity and other terms and of differing denominations
aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the places, at the respective times and at the rate herein prescribed.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of
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such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or the Holder's attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the Holder surrendering the
same.
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No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--_____CUSTODIAN______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
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/ /
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Note of GENERAL MILLS, INC. and does hereby irrevocably constitute
and appoint ________________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
Global Note Due 2007
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