As filed with the Securities and Exchange Commission on January 24, 2003
Registration No. 33-62729
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0274440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Number One General Mills Boulevard
Minneapolis, Minnesota 55426
(Address, including zip code, of principal executive offices)
(763) 764-7600
(Registrant's telephone number, including area code)
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General Mills, Inc.
1995 Salary Replacement Stock Option Plan
(Full title of the plan)
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SIRI S. MARSHALL, Esq.
Senior Vice President, General Counsel and Secretary
Number One General Mills Blvd.
Minneapolis, Minnesota 55426
(763) 764-7230
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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This Post-Effective Amendment No. 1 is being filed to de-register
389,739 shares of Common Stock of General Mills, Inc. (the "Registrant"). Such
shares were registered under a Registration Statement on Form S-8, Registration
No. 33-62729, for purchase under the Registrant's 1995 Salary Replacement Stock
Option Plan. The Plan has been terminated, and all rights to purchase shares
under the Plan have been exercised or have expired. The Registrant intends to
carry forward 260,000 of the deregistered shares to a new Registration Statement
on Form S-8 covering a separate benefit plan of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Golden
Valley (Minneapolis), State of Minnesota, on the 24th day of January, 2003.
GENERAL MILLS, INC. )
)
)
By Stephen W. Sanger ) /s/ Siri S. Marshall
-------------------------------- ) ---------------------------
Chairman of the Board and ) Siri S. Marshall
Chief Executive Officer ) Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
Signature Title
--------- -----
/s/ Kenneth L. Thome Senior Vice President, January 21, 2003
--------------------------- Financial Operations
Kenneth L. Thome (Principal Accounting Officer)
/s/ Stephen R. Demeritt Vice Chairman January 21, 2003
---------------------------
Stephen R. Demeritt
/s/ Raymond G. Viault Vice Chairman January 21, 2003
---------------------------
Raymond G. Viault
Stephen W. Sanger Chairman of the Board )
and Chief Executive Officer)
L. D. DeSimone Director )
William T. Esrey Director )/s/ Siri S. Marshall
Judith Richards Hope Director )----------------
A. Michael Spence Director )Siri S. Marshall
Dorothy A. Terrell Director )Attorney-in-fact
)January 24, 2003
Director
---------------------------
Paul S. Walsh
Director
---------------------------
Raymond V. Gilmartin
Director
---------------------------
Robert L. Johnson
Director
---------------------------
John M. Keenan
Director
---------------------------
Heidi G. Miller
Director
---------------------------
Hilda Ochoa-Brillembourg
s8/1995 Salary Replacement SOP