SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 17, 2003
GENERAL MILLS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-1185 41-0274440
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(State of Incorporation) (Commission File Number) (IRS Identification No.)
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Mail: P.O. Box 1113) (Mail: 55343)
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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 17, 2003, the Registrant agreed to sell
$500,000,000 aggregate principal amount of its 2 5/8 % Notes due 2006 (the
"2 5/8 % Notes") pursuant to an Underwriting Agreement (the "Underwriting
Agreement") dated September 17, 2003 among the Company, Credit Suisse First
Boston LLC and UBS Securities LLC. The 2 5/8 % Notes 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 form of note to represent the 2 5/8 % Notes)
dated September 24, 2003 (the "Officers' Certificate") under the Indenture. The
offer and sale of the 2 5/8 % Notes have 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 Underwriting Agreement, the Officers' Certificate and the Opinion
of Siri S. Marshall with respect to the validity of the 2 5/8 % Notes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits to the Registration Statement are
filed as part of this report:
1.1 Underwriting Agreement dated September 17, 2003 among General
Mills, Inc. and Credit Suisse First Boston LLC and UBS
Securities LLC.
4.1 Officers' Certificate and Authentication Order (including form
of note to represent the 2 5/8 % Notes) dated September 24,
2003 relating to the 2 5/8 % Notes due 2006.
5.1 Opinion of Siri S. Marshall
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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.
Date: September 24, 2003
GENERAL MILLS, INC.
By: /s/ Siri S. Marshall
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Name: Siri S. Marshall
Title: Senior Vice President,
General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
1.1 Underwriting Agreement dated September 17, 2003 among General
Mills, Inc. and Credit Suisse First Boston LLC and UBS
Securities LLC.
4.1 Officers' Certificate and Authentication Order (including form
of note to represent the 2 5/8 % Notes) dated September 24,
2003 relating to the 2 5/8 % Notes due 2006.
5.1 Opinion of Siri S. Marshall
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