SC 13D/A
 

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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. 7)*

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
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

November 9, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 370334104 Page 2 of 8
  1. Name of Reporting Person:
Diageo plc		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
England and Wales
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
15,057,275
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
15,057,275
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
15,057,275
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.23%
  14.Type of Reporting Person (See Instructions):
HC, CO

2

 

             
CUSIP No. 370334104 Page 3 of 8
  1. Name of Reporting Person:
Diageo Brands Holdings B.V.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
The Netherlands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
15,057,275
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
15,057,275
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
15,057,275
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.23%
  14.Type of Reporting Person (See Instructions):
HC, CO

3

 

             
CUSIP No. 370334104 Page 4 of 8
  1. Name of Reporting Person:
Diageo Holdings Netherlands B.V.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
The Netherlands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
15,057,275
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
15,057,275
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
15,057,275
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.23%
  14.Type of Reporting Person (See Instructions):
HC, CO

4

 

Page 5 of 8
     This Amendment No. 7 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, and as further amended by Amendment No. 6 to the Schedule 13D for Diageo and DUSL, filed with the SEC on August 25, 2005, 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 first paragraph and the entirety of the second, third and fourth paragraphs added by Amendment No. 6 and by adding the following paragraphs to the end thereof:
     On September 26, 2005, pursuant to the terms of the Stockholders Agreement, DUSL transferred 25,095,457 Shares to Diageo Brands Holdings B.V. (“DBHBV”). DUSL currently owns zero Shares.
     On November 4 and November 7, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell 5,019,091 Shares to Lehman on each of the respective settlement dates of November 9 and November 10, 2005. Following the completion of those two transactions, DBHBV currently owns 15,057,275 Shares.
     On November 8, November 9 and November 10, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell its remaining aggregate of 15,057,275 Shares to Lehman on the respective settlement dates of November 11, November 14 and November 15, 2005.
     The sole director of DBHBV is Diageo Holdings Netherlands. The principal business activities of Diageo Holdings Netherlands relate to the holding and the

 

 

Page 6 of 8

financing of certain subsidiaries of Diageo. The principal executive offices of Diageo Holdings Netherlands are located at Molenwerf 10-12, 1014 BG Amsterdam, The Netherlands. References to the “Reporting Persons” herein are to Diageo, DBHBV and Diageo Holdings Netherlands.
     The names, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Diageo and Diageo Holdings Netherlands 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 replacing the second sentence added to Item 3 by Amendment No. 6 with the following sentences:
     On September 26, 2005, pursuant to the terms of the Stockholders Agreement, DUSL transferred 25,095,457 Shares to DBHBV. On November 4 and November 7, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell 5,019,091 Shares to Lehman on each of the respective settlement dates of November 9 and November 10, 2005. Following the completion of these transactions, DUSL currently owns no Shares and DBHBV currently owns 15,057,275 Shares. On November 8, November 9 and November 10, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell its remaining aggregate of 15,057,275 Shares to Lehman on the respective settlement dates of November 11, November 14 and November 15, 2005.
Item 4. Purpose of the Transaction.
     Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the second, third and fourth paragraphs added by Amendment No. 6 and adding the following paragraphs at the end thereof:
     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 exercise dates of November 4, November 7, November 8, November 9 and November 10, 2005, for the exercise price of $51.56 per share. Each sale would settle three business days after the exercise of the option. The premium to be paid by DBHBV for the put options is $5.56 per share, payable on the relevant settlement date.

 

 

Page 7 of 8

     On November 4 and 7, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell 5,019,091 Shares to Lehman on each of the respective settlement dates of November 9 and November 10, 2005. On November 8, November 9 and November 10, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell its remaining aggregate of 15,057,275 Shares to Lehman on the respective settlement dates of November 11, November 14 and November 15, 2005.
Item 5. Interest in Securities of the Issuer.
     Item 5 of the Schedule 13D is hereby amended and supplemented by deleting the final sentence of the first paragraph added to Item 5 by Amendment No. 6 and by adding the following paragraphs at the end thereof:
     On September 26, 2005, pursuant to the terms of the Stockholders Agreement, DUSL transferred 25,095,457 Shares to DBHBV. On November 4 and November 7, 2005, pursuant to the terms of the Put Option Agreement, DBHBV exercised its option to sell 5,019,091 Shares to Lehman on each of the respective settlement dates of November 9 and November 10, 2005. Following the completion of these two transactions, the Reporting Persons own approximately 4.23% of the Common Stock outstanding, based on 355,274,601 Shares of Common Stock outstanding as of July 15, 2005 (as reported by General Mills in its Quarterly Report on Form 10-Q filed on October 3, 2005). As a result, as of November 10, 2005, after giving effect to the foregoing sales, each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Common Stock for purposes of filing Schedule 13D.
Item 7. Materials to be filed as Exhibits.
     Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof.
     
Description   Exhibit
 
    
Joint Filing Agreement, dated as of November 10 2005, by and among Diageo, DBHBV and Diageo Holdings Netherlands
  (q)

 

 

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: November 10, 2005
         
  DIAGEO PLC
 		  
  By:   /s/  John Nicholls   
    Name:    John Nicholls  
    Title:    Deputy Company Secretary  
 
         
  DIAGEO BRANDS HOLDINGS B.V.
 		  
  By:   /s/  M.C.T.M. Gerichhausen  
    Name:    M.C.T.M. Gerichhausen  
    Title:    Director  
 
         
     
  By:   /s/  Andrew Peter Bottomley    
    Name:    Andrew Peter Bottomley  
    Title:    Director  
 
         
  DIAGEO HOLDINGS NETHERLANDS B.V.
 		  
  By:    /s/  M.C.T. M. Gerichhausen  
    Name:    M.C.T.M. Gerichhausen  
    Title:    Director  
 
         
     
  By:    /s/  Andrew Peter Bottomley  
    Name:    Andrew Peter Bottomley  
    Title:    Director  
 

 

 

 

Schedule I
Diageo plc
Directors and Executive Officers
             
Name   Present Business Address   Present Principal Occupation   Citizenship

Directors
            
 
            
Lord Blyth of Rowington
  8 Henrietta Place
London W1G 0NB
United Kingdom 		  Chairman and non-executive Director of Diageo plc   United Kingdom
 
            
Paul S. Walsh
  8 Henrietta Place
London W1G 0NB
United Kingdom 		  Chief Executive Officer of Diageo plc   United Kingdom
 
            
Nicholas C. Rose
  8 Henrietta Place
London W1G 0NB
United Kingdom 		  Chief Financial Officer of Diageo plc   United Kingdom
 
            
Lord Hollick of Notting Hill
  Stirling Square
7 Carlton Gardens
London SW1Y 5AD 		  Managing Director of Kohlberg Kravis Roberts & Co Limited   United Kingdom
 
            
Dr Franz B. Humer
  Grenzacherstrasse 124
CH-4070 Basel
Switzerland 		  Chairman and Chief Executive Officer of F. Hoffmann-La Roche Ltd   Austria /
Switzerland
 
            
Maria Lilja
  Engelbrektsgatan 23
114 32 Stockholm
Sweden 		  Non-executive Chairman of Mandator AB   Sweden
 
            
William S. Shanahan
  300 Park Avenue
New York, NY 10022, USA 		  President, Colgate-Palmolive
Company 		  United States
 
            
H. Todd Stitzer
  25 Berkeley Square
London W1J 6HB
United Kingdom 		  Chief Executive Officer of Cadbury Schweppes Public Limited Company   United States
 
            
Jonathan R. Symonds
  15 Stanhope Gate
London W1K 1LN
United Kingdom 		  Chief Financial Officer of AstraZeneca plc   United Kingdom
 
            
Paul A Walker
  North Park
Newcastle upon Tyne
NE13 9AA
United Kingdom 		  Chief Executive of The Sage Group plc   United Kingdom

 

 

 

             
Name   Present Business Address   Present Principal Occupation   Citizenship

Executive Officers

            
Paul S. Walsh
  8 Henrietta Place
London W1G 0NB
United Kingdom 		  Chief Executive Officer of Diageo plc   United Kingdom
 
            
Nicholas C. Rose
  8 Henrietta Place,
London W1G 0NB,
United Kingdom 		  Chief Financial Officer   United Kingdom
 
            
Stuart R. Fletcher
  7HQ Lakeside Drive
Park Royal
London NW10 7HQ
United Kingdom 		  President, Diageo International   United Kingdom
 
            
James N.D. Grover
  8 Henrietta Place
London W1G 0NB
United Kingdom 		  Global Business Support
Director 		  United Kingdom
 
            
Robert M. Malcolm
  801 Main Avenue
Norwalk
CT 06851
USA 		  President, Global Marketing, Sales and Innovation   United States
 
            
Ivan M. Menezes
  801 Main Avenue
Norwalk
CT 06851
USA 		  President and Chief Executive Officer of Diageo
North America 		  United States
 
            
Andrew Morgan
  7HQ Lakeside Drive
Park Royal
London NW10 7HQ
United Kingdom 		  President, Diageo Europe   United Kingdom
 
            
Timothy D. Proctor
  801 Main Avenue
Norwalk
CT 06851
USA 		  General Counsel   United States
 
            
Gareth Williams
  8 Henrietta Place
London W1G 0NB
United Kingdom 		  Human Resources Director   United Kingdom

 

 

 

Diageo Holdings Netherlands B.V.
Directors and Executive Officers
             
Name   Present Business Address   Present Principal Occupation   Citizenship

Directors
            
 
            
Margaretha C.T.M. Gerichhausen
  Molenwerf 10-12, 1014
BG Amsterdam,
The Netherlands 		  Director Business & Legal   Netherlands
 
            
Ahmet Selim Baraz
  26 Rue De La Pepiniere
Paris 75008, France 		  Commercial Finance Director   Turkish
 
            
Andrew Peter Bottomley
  Molenwerf 10-12, 1014
BG Amsterdam,
The Netherlands 		  Business Support Partner   United Kingdom
 
            
Charles D. Coase
  8 Henrietta Place,
London W1G 0NB 		  Group Treasurer   United Kingdom
 
            
Coraline Bronsky-Panis
  Molenwerf 10-12, 1014
BG Amsterdam, 
The Netherlands 		  Finance Director   Netherlands
 
            
Anna O. Johnson
  St James’s Gate, Dublin 8, Ireland   Finance Director   United Kingdom
 
            
Jill Kyne
  8 Henrietta Place,
London W1G 0NB 		  Head of Global Tax   United Kingdom
 
            
Kenneth John McGuire
  Molenwerf 10-12, 1014
BG Amsterdam,
The Netherlands 		  Supply Chain Director   United Kingdom
 
            
Felicity Ann Moffat
  8 Henrietta Place,
London W1G 0NB 		  Assistant General Counsel,
Corporate 		  United Kingdom
 
            
Ronald Charles Wall
  Avenida De Las Dos
Castillas, 33, Atica 7 -
Edif 2, 2 Y 3 Pozuelo
De Alarcon Madrid 28224 		  Senior Vice President Finance   United States
Executive Officers
There are no Executive Officers of Diageo Holdings Netherlands B.V.