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This excerpt taken from the GIS 10-Q filed Jan 6, 2005. 2.1 Initial Capital Contribution. (a) The Company is authorized to issue three classes of Interests. One such Interest shall be designated as the “Managing Membership Interest,” the second such Interest shall be designated as the “Class A Limited Membership Interests,” and the third such Interest shall be designated as the “Class B Limited Membership Interests.” The Class A Limited Membership Interests and the Class B Limited Membership Interests may be issued in one or more series (“Series”), each having such rights, powers, preferences and designations as shall be set forth herein or as shall be otherwise approved from time to time by the Managing Member, the Required Class A Limited Members and the Required Class B Limited Members. As of the date hereof, the Class B Limited Membership Interests are hereby divided into two Series to be known as “Series B-1 Limited Membership Interests” and “Series B-2 Limited Membership Interests” and having the respective rights, powers, preferences and designations set forth in this Agreement. (b) (i) On April 2, 2002, (A) GMOI contributed the Cereals Properties Interest, with an initial Gross Asset Value of $998,606,146, subject to debt of $132,255,351, the IP Holdings II Interest, with an initial aggregate Gross Asset Value of $808,423,000, the General Mills Missouri Stock, with an initial aggregate Gross Asset Value of $280,329,000, and all the Inventory located at any of the Initial PP&E, having an initial aggregate Gross Asset Value of $204,712,513, solely in exchange for all of the Managing Membership Interest and was admitted to the Company as the Managing Member, (B) TPC contributed the Pet Stock, the Old El Paso Patents, and the Progresso Patents, with an initial aggregate Gross Asset Value of $542,151,000 solely in 43 exchange for all of the Class A Limited Membership Interests and was admitted to the Company as a Class A Limited Member, and (C) Cereals Holdings contributed the IP Holdings I Interest, with an initial aggregate Gross Asset Value of $1,594,280,000, solely in exchange for all of the Class B Limited Liability Company Interests and was admitted to the Company as a Class B Limited Member. (ii) On May 24, 2002, (A) RBDB purchased from TPC, Class A Limited Membership Interests having a Capital Account balance of $150,000,000 and was admitted to the Company as a Class A Limited Member, immediately whereafter TPC withdrew in respect thereof and (B) GMOI Transferred to GMCO, as a capital contribution, 100% of the Managing Membership Interest and GMCO was admitted to the Company as the Managing Member, immediately whereafter GMOI withdrew in respect thereof. (iii) On October 6, 2004, (A) a portion of the Class A Limited Membership Interests then owned by TPC were converted into 303,300 Series B-1 Limited Membership Interests, all of which were designated as Series B-1 Limited Membership Interests, and (B) the Class B Limited Membership Interests owned by Cereals Holdings were converted into 531,700 Series B-1 Limited Membership Interests and 1,062,580 Series B-2 Limited Membership Interests. On October 7, 2004, TPC and Cereals Holdings transferred all of their respective Series B-1 Limited Membership Interests to GM Class B. (iv) As of the date hereof and after having given effect to the foregoing clause (iii), the name, address, and Membership Interests of each Member is as follows:
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