EXHIBIT 4.1
GENERAL MILLS, INC.
OFFICERS' CERTIFICATE
AND
AUTHENTICATION ORDER
Pursuant to the Indenture dated as of February 1, 1996 (the
"Indenture") between General Mills, Inc. (the "Company") and U.S. Bank National
Association (formerly known as First Trust of Illinois, National Association),
as trustee (the "Trustee"), and resolutions adopted by the Board of Directors of
the Company on December 17, 2001 and the Finance Committee of the Board of
Directors of the Company on May 5, 2003, this Officers' Certificate and
Authentication Order is being delivered to the Trustee to establish the terms of
a series of Securities in accordance with Section 301 of the Indenture, to
establish the form of the Securities of such series in accordance with Section
201 of the Indenture, to request the authentication and delivery of the
Securities of such series pursuant to Section 303 of the Indenture and to comply
with the provisions of Section 102 of the Indenture.
Capitalized terms used but not defined herein and defined in the
Indenture shall have the respective meanings ascribed to them in the Indenture.
A. ESTABLISHMENT OF SERIES PURSUANT TO SECTION 301 OF INDENTURE. There
is hereby established pursuant to Section 301 of the Indenture a series of
Securities which shall have the following terms (the numbered clauses set forth
below correspond to the numbered subsections of Section 301 of the Indenture):
(1) The series of Securities being authorized shall bear the
title "2 5/8% Notes due 2006" (the "Notes").
(2) There shall be no limit upon the aggregate principal
amount of the Notes which may be authenticated and delivered under the
Indenture; provided, however, that the aggregate principal amount of
Notes to be authenticated and delivered under the Indenture pursuant to
this Officers' Certificate and Authentication Order shall be limited to
the amount set forth in Section C below (except for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107
of the Indenture and except for any Notes which, pursuant to Section
303 of the Indenture, are deemed never to have been authenticated and
delivered under the Indenture).
(3) Interest on each Note will be paid to the Person in whose
name the Note is registered at the close of business on the Regular
Record Date (as defined in paragraph 5 below), except that interest due
at Maturity will be paid to the Person to whom the principal of the
Note is paid.
(4) The Notes will mature on October 24, 2006, unless the
principal of any Note, or any installment of principal, becomes due and
payable prior to such date. If the date of Maturity of a Note is not a
Business Day, the payment due on such day shall be made on the next
succeeding Business Day and no additional interest shall accrue for the
period from Maturity to that next succeeding Business Day. "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in the Place of Payment (as
defined in paragraph 6 below) are authorized or obligated by law or
executive order to close.
(5) Each Note will bear interest from and including September
24, 2003 or from and including the most recent Interest Payment Date
(as defined below) as to which interest on such Note (or any
Predecessor Security with respect to such Note) has been paid or made
available for payment at an annual rate of 2 5/8% until the principal
of the Note is paid or made available for payment. Each payment of
interest on a Note will include interest to, but excluding, as the case
may be, the relevant Interest Payment Date or Maturity.
The "Interest Payment Dates" for the Notes will be April 24
and October 24 of each year beginning on April 24, 2004 and the Regular
Record Dates will be the April 9 or October 9, respectively, next
preceding such Interest Payment Date whether or not a Business Day. If
any Interest Payment Date is not a Business Day, the payment due on
such day shall be made on the next succeeding Business Day and no
additional interest shall accrue for the period from such Interest
Payment Date to that next succeeding Business Day.
Interest (including interest for partial periods) will be
calculated on the basis of a 360-day year of twelve 30-day months.
(6) Payment of principal of and premium (if any) and interest
on each Note that is represented by a Global Security will be made to
the Depositary (as specified in paragraph 16 below) or its nominee, as
the case may be, as the sole registered owner and the sole Holder of
the Notes represented thereby for all purposes under the Indenture.
Payment of principal of and premium (if any) and interest on
each Note that is not represented by a Global Security will be made
upon presentation and surrender of such Note at the office or agency
maintained by the Company for that purpose in the Borough of Manhattan,
The City of New York (which shall initially be the office of the
Trustee). Registered Holders that wish to receive payment in
immediately available funds must provide appropriate written wire
transfer instructions sufficiently in advance of the payment date and
present the Note in time for the party making the payment to make
payments in such funds in accordance with its normal procedures. Any
wire transfer instructions received by a party making payments shall
remain in effect until revoked by the registered Holder. Payment in
accordance with written wire transfer instructions from a registered
Holder shall be deemed to constitute full and complete payment of all
amounts so paid. The Company may, at its option, elect to make payments
of interest other than at Maturity by check mailed to the address of
the registered Holder thereof as of the close of business on the
relevant Regular Record Date as such address appears in the Security
Register.
The "Place of Payment" with respect to the Notes shall be the
City of New York.
2
(7) The Company may not redeem the Notes at its option prior
to maturity.
(8) The Company shall have no obligation to redeem or
repurchase any Notes either pursuant to any sinking fund or analogous
provision or at the option of any Holder thereof.
(15) The Notes shall be defeasible, in whole or any specified
part, pursuant to Section 1302 or Section 1303 of the Indenture or both
such Sections.
(16) The Notes shall be issuable in whole or in part in the
form of one or more Global Securities registered in the name of the
Depositary or its nominee. The Depositary with respect to such Global
Securities shall be The Depository Trust Company. The Global Securities
shall bear the legends set forth on the form of Note attached hereto as
Exhibit A. Except as provided in the clause (2) of the last paragraph
of Section 305 of the Indenture, such Global Security may not be
exchanged in whole or in part for Securities registered, and no
transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such
Global Security or a nominee thereof. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary
or its nominee, as the case may be, will be considered the sole Holder
of the Notes represented by such Global Security for all purposes under
the Notes and the Indenture.
B. ESTABLISHMENT OF FORM OF SECURITIES PURSUANT TO SECTION 201 OF THE
INDENTURE. In accordance with Section 201 of the Indenture, the form attached
hereto as Exhibit A is hereby established as the form to represent the Notes.
C. ORDER FOR THE AUTHENTICATION AND DELIVERY OF SECURITIES PURSUANT TO
SECTION 303 OF THE Indenture. Pursuant to Section 303 of the Indenture, you are
hereby requested, as Trustee under the Indenture, to authenticate, in the manner
provided by the Indenture, $500,000,000 aggregate principal amount of the Notes
registered in the name of Cede & Co., which Notes have been heretofore duly
executed by the proper officers of the Company and delivered to you as provided
in the Indenture, and to deliver said authenticated Notes to Credit Suisse First
Boston LLC and UBS Securities LLC through the facilities of The Depository Trust
Company against payment therefor on September 24, 2003.
D. CERTIFICATION PURSUANT TO SECTION 102 OF THE INDENTURE. Each of the
undersigned has read the pertinent sections of the Indenture, including Sections
201, 301 and 303 thereof and the definitions in the Indenture relating thereto,
and certain other corporate documents and records. In the opinion of each of the
undersigned, the undersigned has made such examination or investigation as is
necessary to enable the undersigned to express an informed opinion as to whether
or not the conditions precedent to (i) the establishment of (a) a series of
Securities and (b) the form of such Securities and (ii) the issuance,
authentication and delivery of such series of Securities contained in the
Indenture have been complied with. In the opinion of the undersigned, all
conditions precedent to (x) the establishment of the Notes and the form of the
Notes and (y) the issuance, authentication and delivery of the Notes have been
complied with.
3
Insofar as this Officers' Certificate and Authentication Order relates
to legal matters, it is based upon the Opinion of Counsel delivered by the
Company to the Trustee contemporaneously herewith.
IN WITNESS WHEREOF, the undersigned have hereunto signed our names on
behalf of the Company.
Dated: September 24, 2003
GENERAL MILLS, INC.
By /s/ James A. Lawrence
-----------------------------------
James A. Lawrence
Executive Vice President and Chief
Financial Officer
By /s/ David B. VanBenschoten
-----------------------------------
David B. VanBenschoten
Vice President and Treasurer
CERTIFICATION
I, Elizabeth L. Wittenberg, an Assistant Secretary of the Company, do
hereby certify that James A. Lawrence is on the date hereof the duly elected or
appointed Executive Vice President and Chief Financial Officer of the Company
and the signature set forth above is his own true signature, and further certify
that David B. VanBenschoten is on the date hereof the duly elected or appointed
Vice President and Treasurer of the Company and the signature set forth above is
his own true signature.
/s/ Elizabeth L. Wittenberg
-----------------------------------
Elizabeth L. Wittenberg
Assistant Secretary
4
EXHIBIT A
REGISTERED NO. ___ PRINCIPAL AMOUNT: $____________
GENERAL MILLS, INC.
2 5/8% NOTE DUE 2006
CUSIP NO. 370334AX2 ISIN No. US370334AX21 Common Code No. _________
[Applicable if the Note is a Global Note: 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," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________., or registered
assigns, the principal sum of ______________ (U.S. $___________) on October 24,
2006 (the "Maturity Date"), and to pay interest thereon from and including
September 24, 2003 or the most recent Interest Payment Date (as defined below)
as to which interest has been paid or made available for payment, semiannually
in arrears on April 24 and October 24 in each year (each an "Interest Payment
Date"), commencing on April 24, 2004, at the rate of 2 5/8% per annum until the
principal hereof has been paid or duly made available for payment. Interest
(including interest for partial periods) will be calculated on the basis of a
360-day year of twelve 30-day months. Each payment of interest hereon will
include interest to, but excluding, as the case may be, the relevant Interest
Payment Date or Maturity.
5
The interest so payable, and punctually paid or made available for
payment, 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 with respect hereto) is registered at the close of business on the
Regular Record Date for such Interest Payment Date, which shall be the April 9
or October 9 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date; except that interest due at Maturity will be paid to
the Person to whom the principal is paid. Any such interest not so punctually
paid or made available for payment will forthwith cease to be payable to the
Person in whose name this Note (or one or more Predecessor Securities with
respect hereto) is registered at the close of business 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 the Holder of this Note 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.
[For us if the Note is a Global Note: Payment of principal of and
premium (if any) and interest on this Note will be made to The Depository Trust
Company or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the Note represented hereby for all purposes under the
Indenture.]
[For use with certificated Notes: Payment of principal of and premium
(if any) and interest on this Note will be made upon presentation and surrender
of this Note at the office or agency maintained by the Company for that purpose
in the Borough of Manhattan, The City of New York (which shall initially be the
office of the Trustee). Registered Holders that wish to receive payment in
immediately available funds must provide appropriate written wire transfer
instructions sufficiently in advance of the payment date and present this Note
in time for the party making the payment to make payments in such funds in
accordance with its normal procedures. Any wire transfer instructions received
by a party making
6
payments shall remain in effect until revoked by the registered Holder. Payment
in accordance with written wire transfer instructions from the registered Holder
shall be deemed to constitute full and complete payment of all amounts so paid.
The Company may, at its option, elect to make payments of interest other than at
Maturity by check mailed to the address of the registered Holder as of the close
of business on the relevant Regular Record Date as such address appears in the
Security Register.]
The "Place of Payment" with respect to this Note shall be The City of
New York.
All payments on this Note will be made 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.
Any payment on this Note due on a day that is not a Business Day will
be made on the next succeeding Business Day with the same force and effect as if
made on the due date and no additional interest shall accrue for the period from
and after such date.
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the Place of Payment
are authorized or obligated by law 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.
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, the Company has caused this instrument to be duly
executed 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 herein referred
to in the within-mentioned
Indenture. By:
-----------------------------
[Name]
7
[Title]
U.S. BANK NATIONAL ASSOCIATION, as Trustee
Attest:
-------------------------
By: [Name]
------------------------------------- [Title]
Authorized Officer
OR
- ------------------------------------------ [SEAL]
as Authenticating Agent for the Trustee
By:
-------------------------------------
Authorized Officer
8
[REVERSE OF NOTE]
GENERAL MILLS, INC.
2 5/8% NOTES DUE 2006
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 2 5/8% Notes Due
2006 (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 unpaid 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.
The Company may not redeem this Note at its option prior to Maturity.
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 such additional Securities may be issued if an Event of
Default has occurred with respect to these Notes.
9
The Indenture contains provisions for defeasance at any time of either
the entire principal of the Notes or of certain covenants and Events of Default
with respect to the Notes, in either case upon compliance by the Company with
certain conditions set forth in the Indenture.
[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 executes and delivers to the Trustee a Company Order
that this Note shall be so exchangeable 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, bearing interest at the same rate, having the same date of issuance,
redemption provisions, Stated Maturity and other terms in registered form and of
differing denominations aggregating a like amount.]
As provided in the Indenture and subject to the limitations herein and
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. No Notes will be
issuable in denominations of less than $1,000. As provided in the Indenture and
subject to the limitations herein and therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes and of like tenor in
denominations of $1,000 and integral multiples thereof, as requested by the
Holder surrendering the same.
10
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.
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 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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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
Note.
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
11
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.
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 deem
and treat the Person in whose name this Security is registered as the absolute
owner of this Note at such holder's address as it appears on the Security
Register (whether or not this Note shall be overdue) for the purpose of
receiving payment of or on account hereof and for all other purposes, and
neither the Company nor the Trustee nor any such agent shall be affected by any
notice to the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for moneys payable on this Note.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in any indenture supplemental thereto or any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such personal
liability of every such incorporator, stockholder, officer and director, as
such, being expressly waived and released by acceptance hereof and as a
condition of and as part of the consideration for the issuance of this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
The Indenture is, and this Note shall be, governed by and construed in
accordance with the laws of the State of New York.
12
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 TRAN MIN ACT______CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Transfers 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
________________
/________________/______________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
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: _________________________ ______________________________________
______________________________________
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.
13