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$44	Preview Subscribers	2005	Bylaws Bylaws (59K) Doc #450002: Click preview link for longer preview. BY-LAWS of GENERAL MILLS, INC. as amended through September 27, 2004 BY-LAWS of GENERAL MILLS, INC. ARTICLE I STOCKHOLDERS SECTION 1. Place of Holding Meeting: Meetings of stockholders may be held within or without the State of Delaware, and, as determined by the board of directors or the stockholders. SECTION 2. Quorum: Any number of stockholders together holding one-half (1/2) in amount of the stock . . . 450002	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Bylaws: General Mills, Inc – Exhibit 99.5 to General Mills, Inc . Form 10-Q dated November 28, 2004 EX-3.1 2 genmills050011_ex3-1.htm Exhibit 3.1 BY-LAWS of GENERAL MILLS, INC. as amended through September 27, 2004 _____________ GENERAL MILLS, INC – Exhibit 99.5 to General Mills, Inc. Form 10-Q dated November 28, 2004 EX-3.1 2 genmills050011_ex3-1.htm Exhibit 3.1 BY-LAWS of GENERAL MILLS, INC . as amended through September 27, 2004 BY-LAWS of GENERAL MILLS, INC. ARTICLE I STOCKHOLDERS SECTION 1. Place of Holding Meeting: Meetings of stockholders may be held within or _____________ GENERAL MILLS, INC – Q dated November 28, 2004 EX-3.1 2 genmills050011_ex3-1.htm Exhibit 3.1 BY-LAWS of GENERAL MILLS, INC. as amended through September 27, 2004 BY-LAWS of GENERAL MILLS, INC . ARTICLE I STOCKHOLDERS SECTION 1. Place of Holding Meeting: Meetings of stockholders may be held within or without the State of Delaware, and, as determined by the board of _____________ dt 1521822
$53	Preview Subscribers	2003	Limited Liability Company Agreement [Amended and Restated] Limited Liability Company Agreement [Amended and Restated] (218K) Doc #176550: Click preview link for longer preview. This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Solae Holdings LLC, a Delaware limited liability company, is entered into as of the Effective Time, by and among E.I. du Pont de Nemours and Company, a Delaware corporation, Central Soya Company, Inc., an Indiana corporation and Solae Holdings LLC. Each of DuPont and Central Soya is identified as a Member on Exhibit A attached hereto and made a part hereof and has caused a counterpart of this Agreement to be executed as a Member pursuant to the provisions of the Act. WHEREAS, DuPont PTI was converted into the Company upon the execution and filing in the Office of the Secretary of State of the State of Delaware of the Certificate of Conversion on March 28, 2003; WHEREAS, DuPont, acting as the sole member of the Company, executed and filed in the Office of the Secretary of State for the State of Delaware the Certificate on March 28, 2003; WHEREAS, DuPont, acting as the sole member of the Company, entered into an Agreement of Limited Liability Company for the Company on March 28, 2003 (the Original Agreement); WHEREAS, DuPont desires to amend and restate the Original Agreement in its entirety as provided in this Agreement to, inter alia, admit Central Soya as a Member of the Company; and WHEREAS, Central Soya desires to become a Member of the Company and contribute the Contributed Property to the Company in exchange for its initial Membership Interest in the Company pursuant to the Central Soya Contribution Agreement. NOW THEREFORE, DuPont and Central Soya as the Members of the Company hereby declare this Agreement to be the Amended and Restated Limited Liability Company Agreement of the Company and agree as follows: Section 1: The Company 1.1 Definitions. Capitalized words and phrases used in this Agreement shall have the following meanings: Accepting Offerees shall have the meaning set forth in Section 11.4(c) hereof. Accounting Policies shall have the meaning set forth in Section 6.1(j)(iv) hereof. 1 Act means the Delaware Limited Liability Company Act, 6 Del C. 18-101, et seq., as amended from time to time (or any corresponding provisions of succeeding law). Additional Capital Contributions means, with respect to each Member, the additional Capital Contributions made to the Company by such Member pursuant to Section 2.3 hereof, which shall be made in cash only, unless otherwise agreed to by the Members. In the event Membership Interests are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Additional Capital Contributions of the transferor to the extent they relate to the transferred Membership Interests. Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Members Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and (ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. Advisor shall have the meaning set forth in Section 6.1(c) hereof. Affected Member shall have the meaning set forth in Section 3.3(v) hereof. Affiliate means, with respect to any Person (i) any Person directly or indirectly controlling, controlled by or under common control with such Person (ii) any officer, director, general partner, member or trustee of such Person or (iii) any Person who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (ii) of this sentence; provided, however, that for purposes of this Agreement and the Related Agreements (including, but not limited to, the Covenant Not to Compete), none of Central Soya, Bunge Limited or their transferees shall be deemed to be an Affiliate of DuPont; and provided, further, that in the case of clause (i) with respect to the use of the term Affiliate in Section 11 hereof as it relates to DuPont or Central Soya, DuPont or Bunge Limited (as the case may be) retains, directly or indirectly, economic exposure to no less than seventy percent (70%) of the equity of such Person. For purposes of this definition, the terms control, controlling, controlled by or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Agreement means this Amended and Restated Limited Liability Company Agreement of Solae Holdings LLC including all Exhibits and Schedules attached hereto, as 176550	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Limited Liability Company Agreement [Amended and Restated]: General Mills, Inc – Indemnity Agreement. Effective Time means 12:01 A.M. EST on April 1, 2003. 8th Continent Joint Venture means 8th Continent, L.L.C., the joint venture between PTI and General Mills, Inc . for the production and sale of soy milk. Election Notice shall have the meaning set forth in Section 11.4(f) hereof. 9 Entities means the term Entities as _____________ dt 1521818 ; ADM Archer Daniels Midland Co. ( Food Processing ) As referenced in this Limited Liability Company Agreement [Amended and Restated]: Archer Daniels Midland – Inc. 50 Main Street 6th Floor White Plains, NY 10606 73 EXHIBIT C Wilmington Forms Statement Package 74 EXHIBIT D Prohibited Transferees 1. Archer Daniels Midland Company 2. Cargill, Incorporated 3. Monsanto Company 75 _____________ dt 147645 ; Du Pont E.I. Du Pont De Nemours & Co. ( Plastic & Rubber ) As referenced in this Limited Liability Company Agreement [Amended and Restated]: E.I. du Pont de Nemours – Delaware limited liability company, is entered into as of the Effective Time, by and among E.I. du Pont de Nemours and Company, a Delaware corporation, Central Soya Company, Inc., an Indiana corporation and Solae E.I. du Pont de Nemours – Event shall have the meaning set forth in Section 12.1(a) hereof. DuPont means E.I. du Pont de Nemours and Company, a Delaware corporation, and its successors and permitted assigns. DuPont Adjustment Amount du Pont – Members is as follows: Names and Addresses Initial Capital Contribution Initial Percentage Interest E. I. du Pont de Nemours and Company 1007 Market Street Wilmington, DE 19898 United States of America The E.I. du Pont de Nemours – Amended and Restated Limited Liability Company Agreement as of the day first set forth above. E.I. du Pont de Nemours and Company By: /s/ E.I. DU PONT DE NEMOURS AND COMPANY Name: Title: E.I. DU PONT DE NEMOURS – day first set forth above. E.I. du Pont de Nemours and Company By: /s/ E.I. DU PONT DE NEMOURS AND COMPANY Name: Title: Central Soya Company, Inc. By: /s/ CENTRAL SOYA COMPANY, INC. dt 22268 ;	Monsanto Monsanto Co. ( Chemical Manufacturing ) As referenced in this Limited Liability Company Agreement [Amended and Restated]: Monsanto – Package 74 EXHIBIT D Prohibited Transferees 1. Archer Daniels Midland Company 2. Cargill, Incorporated 3. Monsanto Company 75 dt 21850 ; Solae Holdings LLC; More...
$31	Subscribers	2003	Notification of Late Filing Notification of Late Filing (7K) Doc #450256: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}NT 11-K {SEQUENCE}1 {FILENAME}genmills035081_12b25.txt {TEXT} SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 1-1185 ------ NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K and Form 10-KSB [X] Form 11-K [ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: May 31, 2003 ------------------------------------------------------------ [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For Transition Period Ended: __________________________________________________ READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I. REGISTRANT INFORMATION Full name of registrant General Mills, Inc. ------------------------------------------------------ Full name of plans General Mills 401(k) Savings Plan (the "Plan") ----------------------------------------------------------- Former name if applicable ------------------------------------------------------------------------------- Address of principal executive office (STREET AND NUMBER) Number One General Mills Blvd. ------------------------------------------------------------------------------- City, State and Zip Code Minneapolis, Minnesota 55426 ----------------------------------------------------- {PAGE} PART II. RULE 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III. NARRATIVE State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) As a result of the merger of the Pillsbury 401(k) Savings Plan and Retirement Savings Plan into the General Mills 401(k) Savings Plan and ongoing merger-related transactions through October 2002, additional work was required to prepare the financial statements for the Plan. Accordingly, the Plan cannot timely file the Annual Report on Form 11-K for the annual period ended May 31, 2003 without unreasonable effort or expense. The registrant has been working diligently to complete all required financial information. The registrant believes that it will be able to obtain and file such information by the 15th calendar day following the prescribed due date of the Form 11-K. 2 {PAGE} PART IV. OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Kenneth L. Thome (763) 764-7600 ------------------------------------------------------------------------------- (Name) (Area Code) (Telephone number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [ ] Yes [X] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 450256	General Mills General Mills, Inc. ( Food Processing )
$37	Preview Subscribers	2005	Registration Rights Agreement Registration Rights Agreement (48K) Doc #905092: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of April 1, 2005, (this “Agreement”), is entered into by and among XTO Energy Inc., a Delaware corporation (“Issuer”), and the securityholders of Antero Resources Corporation, a Delaware corporation (“Antero”), named on the signature pages hereto (each a “Holder” and collectively, the “Holders”). RECITALS A. WHEREAS, Issuer is a party to that certain Agreement . . . 905092	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Registration Rights Agreement: General Mills, Inc – and Counsel SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT HOLDERS (cont.): GENERAL MILLS GROUP TRUST By: /s/ David VanBenschoten Name: David VanBenschoten Title: Executive Secretary of the Benefit Finance Committee of General Mills, Inc . GENERAL MILLS BAKERY, CONFECTIONARY, TOBACCO AND GRAIN MILLERS (AFL-CIO) HEALTH AND WELFARE PLAN By: /s/ David VanBenschoten Name: David VanBenschoten Title: Executive Secretary of the Benefit Finance Committee _____________ dt 1521860 ; XTO Energy XTO Energy Inc. ( Oil & Gas Operations ) As referenced in this Registration Rights Agreement: XTO Energy Inc – Registration Rights Agreement EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of April 1, 2005, (this “Agreement”), is entered into by and among XTO Energy Inc ., a Delaware corporation (“Issuer”), and the securityholders of Antero Resources Corporation, a Delaware corporation (“Antero”), named on the signature pages hereto (each a “Holder&# _____________ XTO Energy Inc – ii) above, or (d) if sent through an overnight delivery service in circumstances in which such service guarantees next day delivery, the day following being so sent: If to Issuer: XTO Energy Inc . 810 Houston Street Fort Worth, Texas 76102 Attention: Vice President, General Counsel & Assistant Secretary Facsimile: (817) 885-2278 If to Holders: To the address set forth on the _____________ XTO ENERGY INC – 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. ISSUER: XTO ENERGY INC ., a Delaware corporation By: /s/ Vaughn O. Vennerberg II Name: Vaughn O. Vennerberg II Title: Executive Vice President - Administration HOLDERS: WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg _____________ dt 1317122 ;	Yale Yale University ( Universities ) As referenced in this Registration Rights Agreement: YALE UNIVERSITY – OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY By: The Stanford Management Company By: /s/ Larry S. Owen Name: Larry S. Owen Title: Managing Director, Real Estate & Natural Resources YALE UNIVERSITY By: /s/ David F. Swenson Name: David F. Swenson Title: Chief Investment Officer SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT HOLDERS (cont.): SALISBURY INVESTMENT HOLDINGS, LLC By: /s/ Paul M. _____________ dt 1545731
$50	Preview Subscribers	2002	Resale Registration Rights Agreement Resale Registration Rights Agreement (71K) Doc #450541: Click preview link for longer preview. BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC. ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 RESALE REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 28, 2002 1 RESALE REGISTRATION RIGHTS AGREEMENT, dated as of . . . 450541	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Resale Registration Rights Agreement: GENERAL MILLS, INC – DESCRIPTION}RESALE REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 4.3 EXECUTION COPY BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC . ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 RESALE REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 28, 2002 {PAGE} 1 RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 28, 2002, among General _____________ General Mills, Inc – MILLS, INC. ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 RESALE REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 28, 2002 {PAGE} 1 RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 28, 2002, among General Mills, Inc ., a Delaware corporation (together with any successor entity, herein referred to as the "COMPANY"), Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of the several _____________ GENERAL MILLS, INC – prior agreements and understandings between the parties with respect to such subject matter. {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. GENERAL MILLS, INC . By ----------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers By BANC OF AMERICA SECURITIES LLC _____________ dt 1521836 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Resale Registration Rights Agreement: BANC OF AMERICA SECURITIES LLC – {DOCUMENT} {TYPE}EX-4.3 {SEQUENCE}6 {FILENAME}c72930exv4w3.txt {DESCRIPTION}RESALE REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 4.3 EXECUTION COPY BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC. ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 RESALE REGISTRATION RIGHTS AGREEMENT DATED OCTOBER _____________ Banc of America Securities LLC – PAGE} 1 RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 28, 2002, among General Mills, Inc., a Delaware corporation (together with any successor entity, herein referred to as the "COMPANY"), Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers (the "INITIAL PURCHASERS") under the Purchase Agreement (as defined below). Pursuant to the Purchase Agreement, dated as _____________ Banc of America Securities LLC – of the several initial purchasers (the "INITIAL PURCHASERS") under the Purchase Agreement (as defined below). Pursuant to the Purchase Agreement, dated as of October 23, 2002, between the Company and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of Initial Purchasers (the "PURCHASE AGREEMENT"), the Initial Purchasers have agreed to purchase from the Company $2,009,975,000 ($2,233, _____________ BANC OF AMERICA SECURITIES LLC – parties with respect to such subject matter. {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. GENERAL MILLS, INC. By ----------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers By BANC OF AMERICA SECURITIES LLC By ----------------------------------------------- Authorized Representative By MORGAN STANLEY & CO. INCORPORATED _____________ BANC OF AMERICA SECURITIES LLC – first written above. GENERAL MILLS, INC. By ----------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers By BANC OF AMERICA SECURITIES LLC By ----------------------------------------------- Authorized Representative By MORGAN STANLEY & CO. INCORPORATED By ----------------------------------------------- Authorized Representative {/TEXT} {/DOCUMENT} _____________ dt 1355391 ;	Morgan Stanley Morgan Stanley & Co. Inc. ( Financial ) As referenced in this Resale Registration Rights Agreement: MORGAN STANLEY & CO. – {DOCUMENT} {TYPE}EX-4.3 {SEQUENCE}6 {FILENAME}c72930exv4w3.txt {DESCRIPTION}RESALE REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 4.3 EXECUTION COPY BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED $2,009,975,000 AGGREGATE PRINCIPAL AMOUNT AT MATURITY GENERAL MILLS, INC. ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2022 RESALE REGISTRATION RIGHTS AGREEMENT DATED OCTOBER 28, 2002 {PAGE} _____________ Morgan Stanley & Co. – dated as of October 28, 2002, among General Mills, Inc., a Delaware corporation (together with any successor entity, herein referred to as the "COMPANY"), Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers (the "INITIAL PURCHASERS") under the Purchase Agreement (as defined below). Pursuant to the Purchase Agreement, dated as of October 23, 2002, _____________ Morgan Stanley & Co. – INITIAL PURCHASERS") under the Purchase Agreement (as defined below). Pursuant to the Purchase Agreement, dated as of October 23, 2002, between the Company and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of Initial Purchasers (the "PURCHASE AGREEMENT"), the Initial Purchasers have agreed to purchase from the Company $2,009,975,000 ($2,233,305,000 if the _____________ MORGAN STANLEY & CO. – subject matter. {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. GENERAL MILLS, INC. By ----------------------------------------------- Name: Title: BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers By BANC OF AMERICA SECURITIES LLC By ----------------------------------------------- Authorized Representative By MORGAN STANLEY & CO. INCORPORATED By ----------------------------------------------- Authorized Representative {/ _____________ MORGAN STANLEY & CO. – BANC OF AMERICA SECURITIES LLC MORGAN STANLEY & CO. INCORPORATED Acting severally on behalf of themselves and the several Initial Purchasers By BANC OF AMERICA SECURITIES LLC By ----------------------------------------------- Authorized Representative By MORGAN STANLEY & CO. INCORPORATED By ----------------------------------------------- Authorized Representative {/TEXT} {/DOCUMENT} _____________ dt 1471934
$47	Preview Subscribers	2001	Stockholders Agreement Stockholders Agreement (97K) Doc #450714: Click preview link for longer preview. STOCKHOLDERS AGREEMENT BY AND AMONG GENERAL MILLS, INC., GRAMET HOLDINGS CORP. AND DIAGEO PLC DATED AS OF OCTOBER 31, 2001 TABLE OF CONTENTS PAGE ARTICLE I . . . 450714	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Stockholders Agreement: GENERAL MILLS, INC – {DOCUMENT} {TYPE}EX-99.(D) {SEQUENCE}6 {FILENAME}exh-d.txt {DESCRIPTION}STOCKHOLDERS AGREEMENT {TEXT} EXHIBIT (d) STOCKHOLDERS AGREEMENT BY AND AMONG GENERAL MILLS, INC ., GRAMET HOLDINGS CORP. AND DIAGEO PLC DATED AS OF OCTOBER 31, 2001 {PAGE} TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS Section 1.1. Certain Definitions..........................................1 ARTICLE II _____________ General Mills, Inc – 26 Section 8.11. Counterparts................................................26 Section 8.12. UK Double Tax Relief Information............................26 -ii- {PAGE} STOCKHOLDERS AGREEMENT, dated as of October 31, 2001 (this "Agreement"), by and among General Mills, Inc ., a Delaware corporation (the "Company"), Diageo plc, a public limited company incorporated under the laws of England and Wales ("Parent"), and Gramet Holdings Corp., a Delaware corporation and an _____________ General Mills, Inc – 011-44207-927-4864 with a copy to: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Attention: Francis J. Aquila, Esq. Fax: (212) 558-3588 If to the Company: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, _____________ GENERAL MILLS, INC – IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth at the head of this Agreement. GENERAL MILLS, INC . By: /s/ D. I. Malina ------------------------------------------- Name: D.I. Malina Title: Vice President Corporate Development DIAGEO PLC By: /s/ Paul S. Walsh ------------------------------------------- Name: Paul S. Walsh Title: Group Chief Executive _____________ dt 1521847 ; Diageo Diageo plc ( Beverages ) As referenced in this Stockholders Agreement: DIAGEO PLC – {DOCUMENT} {TYPE}EX-99.(D) {SEQUENCE}6 {FILENAME}exh-d.txt {DESCRIPTION}STOCKHOLDERS AGREEMENT {TEXT} EXHIBIT (d) STOCKHOLDERS AGREEMENT BY AND AMONG GENERAL MILLS, INC., GRAMET HOLDINGS CORP. AND DIAGEO PLC DATED AS OF OCTOBER 31, 2001 {PAGE} TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS Section 1.1. Certain Definitions..........................................1 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. _____________ Diageo plc, – 12. UK Double Tax Relief Information............................26 -ii- {PAGE} STOCKHOLDERS AGREEMENT, dated as of October 31, 2001 (this "Agreement"), by and among General Mills, Inc., a Delaware corporation (the "Company"), Diageo plc, a public limited company incorporated under the laws of England and Wales ("Parent"), and Gramet Holdings Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Gramet" _____________ Diageo plc – certified mail, postage prepaid, return receipt requested), or when received by facsimile transmission if promptly confirmed by telephone, as follows: 24 {PAGE} If to any member of the Shareholder Group: Diageo plc 8 Henrietta Place London England W1M9AG Attention: Group General Counsel Fax: 011-44207-927-4864 with a copy to: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Attention: _____________ DIAGEO PLC – officers as of the date set forth at the head of this Agreement. GENERAL MILLS, INC. By: /s/ D. I. Malina ------------------------------------------- Name: D.I. Malina Title: Vice President Corporate Development DIAGEO PLC By: /s/ Paul S. Walsh ------------------------------------------- Name: Paul S. Walsh Title: Group Chief Executive GRAMET HOLDINGS CORP. By: /s/ John Stewart ------------------------------------------- Name: John Stewart Title: President 27 {/TEXT} {/DOCUMENT} _____________ dt 1324576 ;	Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Stockholders Agreement: Sullivan & Cromwell – PAGE} If to any member of the Shareholder Group: Diageo plc 8 Henrietta Place London England W1M9AG Attention: Group General Counsel Fax: 011-44207-927-4864 with a copy to: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Attention: Francis J. Aquila, Esq. Fax: (212) 558-3588 If to the Company: General Mills, Inc. Number One General Mills Boulevard Minneapolis, _____________ dt 1341490 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Stockholders Agreement: Wachtell, Lipton – Fax: (212) 558-3588 If to the Company: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 with a copy to: Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, NY 10019 Attention: Steven A. Rosenblum, Esq. Fax: (212) 403-2000 or to such other address, facsimile number or telephone as _____________ dt 1388993
$54	Preview Subscribers	2001	Stockholders Agreement Stockholders Agreement (99K) Doc #450726: Click preview link for longer preview. STOCKHOLDERS AGREEMENT BY AND AMONG GENERAL MILLS, INC., GRAMET HOLDINGS CORP. AND DIAGEO PLC DATED AS OF OCTOBER 31, 2001 TABLE OF CONTENTS PAGE ARTICLE I . . . 450726	General Mills General Mills, Inc. ( Food Processing ) As referenced in this Stockholders Agreement: GENERAL MILLS, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}5 {FILENAME}nov2-exhibit102.txt {DESCRIPTION}EXHIBIT 10.2 - STOCKHOLDERS AGREEMENT {TEXT} Exhibit 10.2 ------------ STOCKHOLDERS AGREEMENT BY AND AMONG GENERAL MILLS, INC ., GRAMET HOLDINGS CORP. AND DIAGEO PLC DATED AS OF OCTOBER 31, 2001 {PAGE} TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS Section 1.1 Certain Definitions..................................... 1 ARTICLE II _____________ General Mills, Inc – 26 Section 8.11 Counterparts............................................ 26 Section 8.12 UK Double Tax Relief Information........................ 26 -ii- {PAGE} STOCKHOLDERS AGREEMENT, dated as of October 31, 2001 (this "AGREEMENT"), by and among General Mills, Inc ., a Delaware corporation (the "COMPANY"), Diageo plc, a public limited company incorporated under the laws of England and Wales ("PARENT"), and Gramet Holdings Corp., a Delaware corporation and an _____________ General Mills, Inc – 011-44207-927-4864 with a copy to: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Attention: Francis J. Aquila, Esq. Fax: (212) 558-3588 If to the Company: General Mills, Inc . Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 -25- {PAGE} with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street _____________ GENERAL MILLS, INC – IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth at the head of this Agreement. GENERAL MILLS, INC . By: /S/ D. I. MALINA --------------------------------- Name: D. I. Malina Title: V.P Corporate Development DIAGEO plc By: /S/ PAUL S. WALSH --------------------------------- Name: Paul S. Walsh Title: Group Chief Executive _____________ dt 1521848 ; Diageo Diageo plc ( Beverages ) As referenced in this Stockholders Agreement: DIAGEO PLC – EX-10 {SEQUENCE}5 {FILENAME}nov2-exhibit102.txt {DESCRIPTION}EXHIBIT 10.2 - STOCKHOLDERS AGREEMENT {TEXT} Exhibit 10.2 ------------ STOCKHOLDERS AGREEMENT BY AND AMONG GENERAL MILLS, INC., GRAMET HOLDINGS CORP. AND DIAGEO PLC DATED AS OF OCTOBER 31, 2001 {PAGE} TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS Section 1.1 Certain Definitions..................................... 1 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 _____________ Diageo plc, – 12 UK Double Tax Relief Information........................ 26 -ii- {PAGE} STOCKHOLDERS AGREEMENT, dated as of October 31, 2001 (this "AGREEMENT"), by and among General Mills, Inc., a Delaware corporation (the "COMPANY"), Diageo plc, a public limited company incorporated under the laws of England and Wales ("PARENT"), and Gramet Holdings Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("GRAMET" _____________ Diageo plc – registered or certified mail, postage prepaid, return receipt requested), or when received by facsimile transmission if promptly confirmed by telephone, as follows: If to any member of the Shareholder Group: Diageo plc 8 Henrietta Place London England W1M9AG Attention: Group General Counsel Fax: 011-44207-927-4864 with a copy to: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Attention: _____________ DIAGEO plc – officers as of the date set forth at the head of this Agreement. GENERAL MILLS, INC. By: /S/ D. I. MALINA --------------------------------- Name: D. I. Malina Title: V.P Corporate Development DIAGEO plc By: /S/ PAUL S. WALSH --------------------------------- Name: Paul S. Walsh Title: Group Chief Executive GRAMET HOLDINGS CORP. By: /S/ JOHN O. STEWART --------------------------------- Name: John O. Stewart Title: President -28- {/TEXT} {/ _____________ dt 1324577 ;	Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Stockholders Agreement: Sullivan & Cromwell – follows: If to any member of the Shareholder Group: Diageo plc 8 Henrietta Place London England W1M9AG Attention: Group General Counsel Fax: 011-44207-927-4864 with a copy to: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Attention: Francis J. Aquila, Esq. Fax: (212) 558-3588 If to the Company: General Mills, Inc. Number One General Mills Boulevard Minneapolis, _____________ dt 1341491 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Stockholders Agreement: Wachtell, Lipton – 558-3588 If to the Company: General Mills, Inc. Number One General Mills Boulevard Minneapolis, Minnesota 55426 Attention: General Counsel Fax: (763) 764-3302 -25- {PAGE} with a copy to: Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, NY 10019 Attention: Steven A. Rosenblum, Esq. Fax: (212) 403-2000 or to such other address, facsimile number or telephone as _____________ dt 1388994
$40	Subscribers	2002	Subsidiaries of the Company Subsidiaries of the Company (2K) Doc #450631: This document is immediately available for purchase, but does not have a preview available for viewing. 450631	General Mills General Mills, Inc. ( Food Processing )

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