Sec Form 13D Filing - DIAGEO PLC filing for GENERAL MILLS INC (GIS) - 2005-11-10

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     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 Sched ule 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

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.

     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)

     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

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.