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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 6
General Mills, Inc.
(Name of Issuer)
Common Stock, par value $.10 per
share
(Title of Class of Securities)
370334104
(CUSIP Number)
Timothy D. Proctor
Diageo plc
Group General Counsel
8 Henrietta Place
London W1G 0NB
+44-207-927-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications)
Copy to:
Richard C. Morrissey
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
+44-207-959-8900
August 24, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
TABLE OF CONTENTS
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| CUSIP No. 370334104 | Page 2
of 8 |
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1. |
Name of Reporting Person:
Diageo plc |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
N/A |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization:
England and
Wales |
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With |
| 7. |
Sole Voting Power:
0 |
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| 8. | Shared Voting
Power:
25,095,457 |
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| 9. | Sole Dispositive
Power:
0 |
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| 10. | Shared Dispositive
Power:
25,095,457 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:
25,095,457 |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
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13. | Percent of Class Represented by
Amount in Row (11):
6.9% |
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14. | Type of Reporting Person (See
Instructions):
HC, CO |
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| CUSIP No. 370334104 | Page 3
of 8 |
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1. |
Name of Reporting Person:
Diageo US Limited |
I.R.S. Identification Nos. of above persons (entities
only):
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions):
N/A |
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5. |
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
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6. |
Citizenship or Place of Organization:
The
Netherlands |
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Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With |
| 7. |
Sole Voting Power:
0 |
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| 8. | Shared Voting
Power:
25,095,457 |
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| 9. | Sole Dispositive
Power:
0 |
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| 10. | Shared Dispositive
Power:
25,095,457 |
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11. | Aggregate Amount Beneficially
Owned by Each Reporting Person:
25,095,457 |
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12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
o |
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13. | Percent of Class Represented by
Amount in Row (11):
6.9% |
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14. | Type of Reporting Person (See
Instructions):
HC, CO |
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Page 4 of 8
This Amendment No. 6 amends and supplements the Schedule 13D (“Schedule 13D”) of Diageo plc, a
public limited company incorporated under the laws of England and Wales (“Diageo”), and Selviac
Nederland B.V., a company organized under the laws of the Netherlands and an indirect wholly owned
subsidiary of Diageo (“SNBV”), filed with the U.S. Securities and Exchange Commission (“SEC”) on
November 13, 2001, as amended by Amendment No. 1 to the Schedule 13D of Diageo, Diageo Holdings
Netherlands B.V., a company organized under the laws of the Netherlands and an indirect wholly
owned subsidiary of Diageo (“Diageo Holdings Netherlands”), and Diageo Midwest B.V., a company
organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo
(“DMWBV”), filed with the SEC on October 23, 2002, and as further amended by Amendment No. 2 to the
Schedule 13D of Diageo, Diageo Holdings Netherlands and DMWBV, filed with the SEC on October 28,
2002, and as further amended by Amendment No. 3 to the Schedule 13D of Diageo and Diageo Holdings
Netherlands filed with the SEC on June 24, 2004, and as further amended by Amendment No. 4 to the
Schedule 13D of Diageo, Diageo US Limited, a private limited company organized under the laws of
England and Wales and an indirect wholly owned subsidiary of Diageo (“DUSL”), and Diageo Great
Britain Limited, a private limited company organized under the laws of England and Wales and an
indirect wholly owned subsidiary of Diageo (“DGBL”), filed with the SEC on October 6, 2004, and as
further amended by Amendment No. 5 to the Schedule 13D of Diageo, DUSL and DGBL, filed with the SEC
on October 8, 2004, with respect to the common stock of General Mills, Inc., a Delaware corporation
(“General Mills”), beneficially owned by Diageo (the “Shares”).
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented by deleting the last sentence of
the second paragraph and the entirety of the third and fourth paragraphs added to Item 2 by
Amendment No. 3, the last sentence of the second paragraph and the entirety of the third and fourth
paragraphs added to Item 2 by Amendment No. 4 and the second sentence added to Item 2 by Amendment
No. 5 and by adding the following paragraphs to the end thereof:
On October 29, 2004, pursuant to the terms of the Stockholders Agreement, DGBL transferred
503,137 Shares to DUSL. DGBL currently owns no Shares and DUSL currently owns 25,095,457 Shares.
References to the “Reporting Persons” herein are to Diageo and DUSL.
The names, business address, present principal occupation or employment and citizenship of
each of the executive officers and directors of Diageo
Page 5 of 8
and DUSL are set forth in Schedule I hereto and are incorporated by reference herein.
During the last five years, none of the Reporting Persons and, to the knowledge of each of the
Reporting Persons, none of the persons listed on Schedule I hereto: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby amended and supplemented by deleting the last sentence added
to Item 3 by Amendment No. 4 and replacing the second sentence added to Item 3 by Amendment No. 5
with the following:
On October 29, 2004, pursuant to the terms of the Stockholders Agreement, DGBL transferred
503,137 Shares to DUSL. DGBL currently owns no Shares and DUSL currently owns 25,095,457 Shares.
Funds for the premium to be paid for the put options described in more detail under Item 4 below
are expected to be derived from the related sale of the Shares or from general corporate funds.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following
paragraphs at the end thereof:
The Put Option Agreement. On August 24, 2005, Diageo Brands Holdings, B.V., a company
organized under the laws of the Netherlands and an indirect wholly owned subsidiary of Diageo
(“DBHBV”), and Lehman Brothers International (Europe) (“Lehman”) entered into a written agreement
(the “Put Option Agreement”) memorialized by a written confirmation (the “Put Option Confirmation”)
pursuant to which DBHBV purchased European-style put options, exercisable in five portions on
November 4, November 7, November 8, November 9 and November 10, 2005, covering 25,095,457 Shares of
Common Stock from Lehman. If the put options are to be exercised, the Reporting Persons expect to
transfer their Shares to DBHBV in advance of the exercise date.
Under the Put Option Agreement, DBHBV has the option to sell an aggregate of 25,095,457 Shares
of Common Stock to Lehman on the settlement dates of November 4, November 7, November 8, November 9
and November 10, 2005, for the exercise price of $51.56 per share. The premium to be paid by
Page 6 of 8
DBHBV for the put options is $5.56 per share, payable on the relevant settlement date.
The descriptions of the Put Option Agreement and the Put Option Confirmation in this item and
throughout this Amendment No. 6 are qualified by reference to the Put Option Confirmation, a copy
of which is attached hereto as Exhibit (p).
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented by deleting the final sentence
added to Item 5 by Amendment No. 5 and by adding the following paragraphs at the end thereof:
On October 29, 2004, pursuant to the terms of the Stockholders Agreement, DGBL transferred
503,137 Shares to DUSL. Following the completion of this transaction, the Reporting Persons own
25,095,457 Shares which represent approximately 6.9% of the Common Stock outstanding, based on
366,063,704 Shares of Common Stock outstanding as of July 15, 2005 (as reported by General Mills in
its Annual Report on Form 10-K filed on July 28, 2005).
As described more fully in Item 4 above, DBHBV purchased European-style put options
exercisable on November 4, November 7, November 8, November 9 and November 10, 2005, covering
25,095,457 Shares of Common Stock. This transaction did not change the beneficial ownership of
Shares by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following
paragraphs at the end thereof:
As described more fully in Item 4 above, DBHBV and Lehman are parties to a Put Option
Agreement memorialized by the Put Option Confirmation. A copy of the Put Option Confirmation is
attached hereto as Exhibit (p).
Item 7. Material to be filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the
end thereof:
Page 7 of 8
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Exhibit |
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Put Option Confirmation between DBHBV and Lehman
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(p) |
Page 8 of 8
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and correct.
Dated: August 25, 2005
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DIAGEO PLC
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By: |
/s/
John Nicholls |
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Name: |
John Nicholls |
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Title: |
Deputy Secretary |
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DIAGEO US LIMITED
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By: |
/s/
John Nicholls |
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Name: |
John Nicholls |
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Title: |
Company Secretary |
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Schedule I
Diageo plc
Directors and Executive Officers
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| Name |
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Present Business Address |
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Present Principal Occupation |
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Citizenship |
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Directors |
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Lord Blyth of Rowington
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Chairman and non-executive
Director of Diageo plc
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United Kingdom |
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Paul S. Walsh
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Chief Executive Officer of
Diageo plc
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United Kingdom |
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Nicholas C. Rose
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Chief Financial Officer of
Diageo plc
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United Kingdom |
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Lord Hollick of
Notting Hill
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Stirling Square
7 Carlton Gardens
London SW1Y 5AD
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Managing Director of
Kohlberg Kravis Roberts &
Co Limited
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United Kingdom |
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Dr Franz B. Humer
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Grenzacherstrasse 124
CH-4070 Basel
Switzerland
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Chairman and Chief
Executive Officer of F.
Hoffmann-La Roche Ltd
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Austria/
Switzerland |
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Maria Lilja
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Engelbrektsgatan 23
114 32 Stockholm
Sweden
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Non-executive Chairman of
Mandator AB
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Sweden |
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William S. Shanahan
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300 Park Avenue
New York, NY 10022, USA
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President, Colgate-Palmolive Company
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United States |
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H. Todd Stitzer
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25 Berkeley Square
London W1J 6HB
United Kingdom
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Chief Executive Officer of
Cadbury Schweppes Public
Limited Company
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United States |
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Jonathan R. Symonds
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15 Stanhope Gate
London W1K 1LN
United Kingdom
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Chief Financial Officer of
AstraZeneca plc
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United Kingdom |
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Paul A Walker
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North Park
Newcastle upon Tyne
NE13 9AA
United Kingdom
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Chief Executive of The Sage
Group plc
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United Kingdom |
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Executive Officers |
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| Name |
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Present Business Address |
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Present Principal Occupation |
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Citizenship |
Paul S. Walsh
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Chief Executive Officer of
Diageo plc
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United Kingdom |
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Nicholas C. Rose
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8 Henrietta Place,
London W1G 0NB,
United Kingdom
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Chief Financial Officer
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United Kingdom |
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Stuart R. Fletcher
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7HQ Lakeside Drive
Park Royal
London NW10 7HQ
United Kingdom
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President, Diageo International
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United Kingdom |
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James N.D. Grover
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Global Business Support Director
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United Kingdom |
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Robert M. Malcolm
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801 Main Avenue
Norwalk
CT 06851
USA
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President, Global Marketing,
Sales and Innovation
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United States |
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Ivan M. Menezes
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801 Main Avenue
Norwalk
CT 06851
USA
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President and Chief Executive
Officer of Diageo North America
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United States |
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Andrew Morgan
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7HQ Lakeside Drive
Park Royal
London NW10 7HQ
United Kingdom
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President, Diageo Europe
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United Kingdom |
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Timothy D. Proctor
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801 Main Avenue
Norwalk
CT 06851
USA
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General Counsel
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United States |
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Gareth Williams
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Human Resources Director
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United Kingdom |
Diageo US Limited
Directors and Executive Officers
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Present Business Address |
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Present Principal Occupation |
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Citizenship |
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Directors |
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Gavin P.Crickmore
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Director of Technical Accounting
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United Kingdom |
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Charles D. Coase
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Group Treasurer
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United Kingdom |
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Matthew J. Lester
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Group Controller
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United Kingdom |
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Susanne M. Bunn
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Company Secretary, Diageo plc
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United Kingdom |
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Michael C. Flynn
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8 Henrietta Place
London W1G 0NB
United Kingdom
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Director of Finance, Global
Corporate
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United Kingdom |
Executive Officers
There are no executive officers of Diageo US Limited.