SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 16, 2000
GENERAL MILLS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-1185 41-0274440
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Mail: P.O. Box 1113) (Mail: 55440)
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (763) 764-2311
ITEM 5. OTHER EVENTS
On July 16, 2000, General Mills, Inc. ("General Mills"), General Mills
North American Businesses, Inc., a Delaware corporation and a wholly owned
subsidiary of General Mills, Diageo plc, a public limited company incorporated
under the laws of England and Wales ("Diageo"), and The Pillsbury Company, a
Delaware corporation and an indirect wholly owned subsidiary of Diageo
("Pillsbury"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") under which General Mills will acquire, upon the terms and subject
to the conditions contained in the Merger Agreement, the worldwide operations of
Pillsbury. At the time of consummation of the transactions contemplated by the
Merger Agreement, General Mills, Diageo, Gramet Holdings Corporation, a Delaware
corporation and sole stockholder of Pillsbury, and certain other subsidiaries of
Diageo will enter into a stockholders agreement (the "Stockholders Agreement").
The text of the Merger Agreement and form of Stockholders Agreement are attached
hereto as exhibits 10.1 and 10.2, respectively, and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
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10.1 Agreement and Plan of Merger, dated as of July 16, 2000,
by and among General Mills, Inc., General Mills North
American Businesses, Inc., Diageo plc and The Pillsbury
Company.
10.2 Form of Stockholders Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: July 20, 2000
GENERAL MILLS, INC.
By: /s/ Siri S. Marshall
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Name: Siri S. Marshall
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Agreement and Plan of Merger, dated as of July 16, 2000, by and
among General Mills, Inc., General Mills North American
Businesses, Inc., Diageo plc and The Pillsbury Company.
10.2 Form of Stockholders Agreement.