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): September 18, 2002
GENERAL MILLS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-1185 41-0274440
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Mail: P.O. Box 1113) (Mail: 55440)
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (763) 764-7600
ITEM 5. OTHER EVENTS.
On September 18, 2002, the Registrant entered into a Distribution
Agreement (the "Distribution Agreement") with Merrill Lynch, Pierce, Fenner &
Smith Incorporated that provides for the issuance and sale, from time to time,
of up to $750,000,000 aggregate initial offering price of General Mills
CoreNotes(SM) (the "CoreNotes"). The CoreNotes will be issued pursuant to an
Indenture (the "Indenture") dated as of February 1, 1996 between the Registrant
and U.S. Bank National Association (formerly known as First Trust of Illinois,
National Association), as trustee, and an Officers' Certificate and
Authentication Order (including forms of notes to represent the CoreNotes) under
the Indenture dated September 18, 2002 (the "Officers' Certificate"). The offer
and sale of the CoreNotes has been registered under the Securities Act of 1933,
as amended, by a registration statement on Form S-3 (Registration No. 333-75808)
(the "Registration Statement").
The purpose of this Current Report is to file with the Commission the
Distribution Agreement and the Officers' Certificate.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibits to the Registration Statement
are filed as part of this report:
1.1 Distribution Agreement dated September 18, 2002 between
General Mills, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
4.1 Officers' Certificate and Authentication Order
(including forms of notes to represent the CoreNotes)
dated September 18, 2002 relating to the CoreNotes.
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: September 18, 2002
GENERAL MILLS, INC.
By: /s/ Siri S. Marshall
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Name: Siri S. Marshall
Title: Senior Vice President,
General Counsel
EXHIBIT INDEX
Exhibit
Number Description
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1.1 Distribution Agreement dated September 18, 2002 among
General Mills, Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
4.1 Officers' Certificate and Authentication Order
(including forms of notes to represent the CoreNotes)
dated September 18, 2002 relating to the CoreNotes.