UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 16, 2006
Kellogg Company
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-4171
(Commission File Number)
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38-0710690
(IRS Employer Identification Number) |
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices, Including Zip Code)
269-961-2000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On February 16, 2006, Kellogg Company (the “Company”) entered into a Stock Purchase and Sale
Agreement (the “2006 Agreement”) with the W.K. Kellogg Foundation Trust (the “Selling
Stockholder”), under which the Company has agreed to repurchase 12,784,751 shares of the Company’s
common stock (the “Shares”) from the Selling Stockholder for cash for an aggregate purchase price
of approximately $550 million, or $43.02 per Share. The closing (the “Closing”) of the purchase of
the Shares is expected to occur on February 21, 2006.
Under an earlier Stock Purchase and Sale Agreement dated as of November 8, 2005 (the “2005
Agreement”) between the Company and the Selling Stockholder, (a) the Company repurchased $400
million of Shares from the Selling Stockholder and (b) the Company granted the Selling Stockholder
certain registration rights and the Selling Stockholder provided the Company with a right to
repurchase additional Shares under certain circumstances. Upon Closing, the registration and
repurchase rights under the 2005 Agreement will be extinguished.
The 2006 Agreement also contains other customary provisions, including representations and
warranties.
The Selling Stockholder owned approximately 27% of the outstanding Shares. Following the
repurchase of $550 million of the Shares expected to occur on February 21, 2006, the Selling
Stockholder is expected to own approximately 25% of the outstanding Shares,
The directors of the Company (other than Directors who are affiliated with the Selling Stockholder
or the W.K. Kellogg Foundation) deliberated on and unanimously approved the 2006 Agreement.
The description of the Agreement set forth above is qualified in its entirety by reference to the
Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
On February 17, 2006, the Company issued a press release announcing the entry into the Agreement
and the transactions contemplated by the Agreement. A copy of this press release is furnished
herewith as Exhibit 99.01.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1.
Purchase and Sale Agreement made as of February 16, 2006 between the W. K. Kellogg Foundation Trust
and the Kellogg Company.
Exhibit 99.01
Press Release of the Kellogg Company, dated February 17, 2006.
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EXHIBIT INDEX
10.1 Stock Purchase and Sale Agreement made as of February 16, 2006 between the W. K.
Kellogg Foundation Trust and the Kellogg
Company.
99.01
Press Release of the Kellogg Company, dated February 17, 2006.
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