efc15-130_formsc13ga.htm

0000905148-15-000267.txt : 20150213 0000905148-15-000267.hdr.sgml : 20150213 20150213104236 ACCESSION NUMBER: 0000905148-15-000267 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG CO CENTRAL INDEX KEY: 0000055067 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 380710690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16386 FILM NUMBER: 15610717 BUSINESS ADDRESS: STREET 1: ONE KELLOGG SQ STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 BUSINESS PHONE: 2699612000 MAIL ADDRESS: STREET 1: ONE KELLOGG SQUARE STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG W K FOUNDATION TRUST CENTRAL INDEX KEY: 0001197921 IRS NUMBER: 366030614 STATE OF INCORPORATION: MI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MICHIGAN AVE EAST CITY: BATTLE CREEK STATE: MI ZIP: 49017 BUSINESS PHONE: 2699692256 MAIL ADDRESS: STREET 1: 500 GRANT STREET, ROOM 151-0410 STREET 2: THE BANK OF NEW YORK MELLON TRUST CO. NA CITY: PITTSBURGH STATE: PA ZIP: 15258 SC 13G/A 1 efc15-130_formsc13ga.htm efc15-130_formsc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 38)*

KELLOGG COMPANY

(Name of Issuer)

Common Stock, $.25 par value per share

(Title of Class of Securities)

487836108

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ X ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Continued on following pages

Page 1 of 12 Pages

Exhibit Index: Page 12

	SCHEDULE 13G

CUSIP No. 487836108		Page 2 of 12 Pages

1.	Names of Reporting Persons. W. K. KELLOGG FOUNDATION TRUST
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Michigan
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	71,174,190
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	71,174,190
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 71,174,190
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 20.0%
12.	Type of Reporting Person: OO

	SCHEDULE 13G

CUSIP No. 487836108		Page 3 of 12 Pages

1.	Names of Reporting Persons. W. K. KELLOGG FOUNDATION
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization Michigan
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	71,174,190
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	71,174,190
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 71,174,190
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 20.0%
12.	Type of Reporting Person: CO

	SCHEDULE 13G

CUSIP No. 487836108		Page 4 of 12 Pages

1.	Names of Reporting Persons. JAMES M. JENNESS
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	205,330
		6.	Shared Voting Power	71,174,190
		7.	Sole Dispositive Power	205,330
		8.	Shared Dispositive Power	71,174,190
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 71,379,520
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 20.0%
12.	Type of Reporting Person: IN

	SCHEDULE 13G

CUSIP No. 487836108		Page 5 of 12 Pages

1.	Names of Reporting Persons. LA JUNE MONTGOMERY TABRON
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	0
		6.	Shared Voting Power	71,174,190
		7.	Sole Dispositive Power	0
		8.	Shared Dispositive Power	71,174,190
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 71,174,190
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 20.0%
12.	Type of Reporting Person: IN

	SCHEDULE 13G

CUSIP No. 487836108		Page 6 of 12 Pages

1.	Names of Reporting Persons. WENDA W. MOORE
2.	Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X]
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	772
		6.	Shared Voting Power	71,174,190
		7.	Sole Dispositive Power	772
		8.	Shared Dispositive Power	71,174,190
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 71,174,962
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11.	Percent of Class Represented by Amount in Row (9) 20.0%
12.	Type of Reporting Person: IN

	SCHEDULE 13G

		Page 7 of 12 Pages

This Schedule 13G is being filed as Amendment No. 38 to the Schedule 13G dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the “Trust”) with respect to shares of common stock, $.25 par value per share, of Kellogg Company (the “Shares”).

This Amendment No. 38 is being filed by the Trust on behalf of itself, W.K. Kellogg Foundation (the “Foundation”), as sole beneficiary of the Trust, and James M. Jenness, La June Montgomery Tabron and Wenda W. Moore, as the three individual trustees of the Trust as of December 31, 2014.

A separate Schedule 13G is being filed by The Bank of New York Mellon Corporation, as parent holding company for The Bank of New York Mellon Trust Company, N.A., the sole corporate trustee of the Trust. Previously, the three individual trustees of the Trust filed jointly on Schedule 13G with the sole corporate trustee.

Sterling K. Speirn left the office of trustee of the Trust on March 31, 2014. On that date, La June Montgomery Tabron succeeded Mr. Speirn as a trustee of the Trust. Accordingly, beginning with the year ending December 31, 2014, Mrs. Montgomery Tabron is reporting her shareholdings of Kellogg Company in lieu of Mr. Speirn on amendments to this Schedule 13G.

Under the agreement governing the Trust, if a majority of the trustees of the Trust (which majority must include the corporate trustee) cannot agree on how to vote the Shares, the Foundation has the power to direct the voting of such stock. In addition, the Foundation has the power to approve successor trustees and to remove trustees of the Trust, subject to certain limitations. As such, the Foundation may be deemed to beneficially own the Shares held in the Trust for purposes of Section 13(d) of the Act.

The number of Shares beneficially owned by each of the Trust, the Foundation, James M. Jenness, La June Montgomery Tabron and Wenda W. Moore, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 71,380,292, which is approximately 20.0% of the Shares outstanding. Of this amount, 71,174,190 Shares, or approximately 20.0% of the Shares outstanding, represent Shares held in the Trust, and beneficially owned by the trustees in a fiduciary capacity on behalf of the Trust.

The number of reported Shares for James M. Jenness includes 5,000 Shares that he may acquire within 60 days of December 31, 2014 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans.

Item 1(a).	Name of Issuer:

	Kellogg Company

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	One Kellogg Square
	Battle Creek, Michigan 49016-3599

	SCHEDULE 13G

		Page 8 of 12 Pages

Item 2(a).	Name of Person Filing

	W.K. Kellogg Foundation Trust
	W.K. Kellogg Foundation
	James M. Jenness
	La June Montgomery Tabron
	Wenda W. Moore

Item 2(b).	Address of Principal Business Office or, if None, Residence:	Address
		The Bank of New York Mellon Trust Co., NA
	Person Filing	One BNY Mellon Center
	W.K. Kellogg Foundation Trust:	500 Grant Street, Room 151-0410
		Pittsburgh, PA 15258

	W.K. Kellogg Foundation:	One Michigan Avenue East
		Battle Creek, MI 49017-4058

	James M. Jenness:	One Kellogg Square
		P.O. Box 3599
		Battle Creek, MI 49016

	La June Montgomery Tabron:	One Michigan Avenue East
		Battle Creek, MI 49017-4058

	Wenda W. Moore:	One Michigan Avenue East
		Battle Creek, MI 49017-4058

Item 2(c).	Citizenship:

	W.K. Kellogg Foundation Trust:	-A Michigan Trust
	W.K. Kellogg Foundation:	-A Michigan Nonprofit Corporation
	James M. Jenness:	-U.S. Citizen
	La June Montgomery Tabron:	-U.S. Citizen
	Wenda W. Moore:	-U.S. Citizen

Item 2(d).	Title of Class of Securities:

	Common Stock, $.25 par value per share

Item 2(e).	CUSIP Number:

	487836108

Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

	Not Applicable. This statement is being filed pursuant to Rule 13d-1(d).

	SCHEDULE 13G

		Page 9 of 12 Pages

Item 4.	Ownership:

Item 4(a)	Amount Beneficially Owned as of December 31, 2014:

	W.K. Kellogg Foundation Trust:	71,174,190
	W.K. Kellogg Foundation:	71,174,190
	James M. Jenness:	71,379,520
	La June Montgomery Tabron:	71,174,190
	Wenda W. Moore:	71,174,962

Item 4(b)	Percent of Class:

	W.K. Kellogg Foundation Trust:	20.0%
	W.K. Kellogg Foundation:	20.0%
	James M. Jenness:	20.0%
	La June Montgomery Tabron:	20.0%
	Wenda W. Moore:	20.0%

Item 4(c)

Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:

	W.K. Kellogg Foundation Trust:	0
	W.K. Kellogg Foundation:	0
	James M. Jenness:	205,330
	La June Montgomery Tabron:	0
	Wenda W. Moore:	772

(ii) Shared power to vote or direct the vote:


	W.K. Kellogg Foundation Trust:	71,174,190
	W.K. Kellogg Foundation:	71,174,190
	James M. Jenness:	71,174,190
	La June Montgomery Tabron:	71,174,190
	Wenda W. Moore:	71,174,190

(iii) Sole power to dispose or direct the disposition of:


	W.K. Kellogg Foundation Trust:	0
	W.K. Kellogg Foundation:	0
	James M. Jenness:	205,330
	La June Montgomery Tabron:	0
	Wenda W. Moore:	772

(iv) Shared power to dispose or direct the disposition of:


	W.K. Kellogg Foundation Trust:	71,174,190
	W.K. Kellogg Foundation:	71,174,190
	James M. Jenness:	71,174,190
	La June Montgomery Tabron:	71,174,190
	Wenda W. Moore:	71,174,190

	SCHEDULE 13G

		Page 10 of 12 Pages

Item 5.	Ownership of Five Percent or Less of a Class:

	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group:

	Not Applicable.

Item 9.	Notice of Dissolution of Group:

	Not Applicable.

Item 10.	Certification:

	Not Applicable.

	SCHEDULE 13G

		Page 11 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 13, 2015

			W.K. Kellogg Foundation Trust

			/s/ Dana Luksic
			Dana Luksic, Vice President The Bank of New York Mellon Trust Company, NA, corporate trustee

			W.K. Kellogg Foundation

			/s/ Dana Luksic
			By its attorney in fact, Dana Luksic

			James M. Jenness

			/s/ Dana Luksic
			By his attorney in fact, Dana Luksic

			La June Montgomery Tabron

			/s/ Dana Luksic
			By her attorney in fact, Dana Luksic

			Wenda W. Moore

			/s/ Dana Luksic
			By her attorney in fact, Dana Luksic

	SCHEDULE 13G

		Page 12 of 12 Pages

EXHIBIT INDEX

Exhibit No.

Exhibit 24.1		Power of Attorney of W.K. Kellogg Foundation dated November 29, 2011

Exhibit 24.2		Power of Attorney of James M. Jenness dated November 16, 2011 (incorporated by reference to Exhibit 24.2 to Amendment No. 35)

Exhibit 24.3		Power of Attorney of La June Montgomery Tabron dated April 8, 2014

Exhibit 24.4		Power of Attorney of Wenda W. Moore dated November 16, 2011 (incorporated by reference to Exhibit 24.4 to Amendment No. 35)

Exhibit 99.1		Agreement Pursuant to Rule 13d-1(k)(1)(iii)

EX-24.1 2 efc15-130_ex241.htm efc15-130_ex241.htm

SCHEDULE 13G

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the W. K. KELLOGG FOUNDATION, a Michigan nonprofit corporation (“Foundation”), hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A. as its true and lawful attorneys-in-fact to:

(1)

execute for and on behalf of the Foundation any reports, including reports on Forms 3, 4 and 5, required to be filed by the Foundation under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder (“Section 16 Reports”);

(2)

do and perform any and all acts for and on behalf of the Foundation which may be necessary or desirable to complete the execution of any such Section 16 Reports referred to above and the timely filing of such Section 16 Reports with the United States Securities and Exchange Commission (“SEC”) and any other authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Foundation, it being understood that the documents executed by such attorney-in-fact on behalf of the Foundation pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

The Foundation grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The Foundation acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Foundation, are not assuming any of the Foundation’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the Foundation shall be required to file Section 16 Reports or until such earlier date on which written notification executed by the Foundation is filed with the SEC or delivered to the attorneys-in-fact named above expressly revoking this Power of Attorney.

By this instrument, the Foundation revokes the Power of Attorney executed on September 14, 2009. Such revocation shall be effective upon filing this instrument with the SEC.

IN WITNESS WHEREOF, the Foundation has caused this instrument to be executed by Susan Katz Froning, its Corporate Secretary, on this 29th day of November, 2011.

	W. K. KELLOGG FOUNDATION

	By:	/s/ Susan Katz Froning
		Susan Katz Froning, Corporate Secretary

ATTEST:

/s/ La June Montgomery Tabron

STATE OF MICHIGAN )

)

COUNTY OF CALHOUN )

I, Rochelle L. Pino, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that Susan Katz Froning and La June Montgomery Tabron, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such persons signed, sealed and delivered said instrument as their free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 29th day of November, 2011.



		/s/ Rochelle L. Pino
		Notary Public

EX-24.3 3 efc15-130_ex243.htm efc15-130_ex243.htm

SCHEDULE 13G

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, LAJUNE MONTGOMERY TABRON, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, DAVID M. BABICH and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as her true and lawful attorneys-in-fact to:

(1)

execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2)

execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (“SEC”) and any other authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The powers granted above may be exercised by such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

The undersigned grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation § 240.13d-1(k). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall be effective on the date set forth below and shall continue in full force and effect as long as the undersigned shall be subject to Sections 13 or 16 of the Exchange Act

and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 8th day of April, 2014.



		/s/ LaJune Montgomery Tabron
		LaJune Montgomery Tabron

STATE OF MICHIGAN )

)

COUNTY OF CALHOUN )

I, Rochelle L. Pino, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that LAJUNE MONTGOMERY TABRON, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as her free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 8th day of April, 2014.



		/s/ Rochelle L. Pino
		Notary Public

My Commission Expires: January 3, 2018_.

EX-99.1 4 efc15-130_ex991.htm efc15-130_ex991.htm

SCHEDULE 13G

Exhibit 99.1

Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G individually and as a trustee of the W.K. Kellogg Foundation Trust and submits this exhibit as proof of its agreement with the other persons named below:


	W.K. Kellogg Foundation Trust

	W.K. Kellogg Foundation

	James M. Jenness

	La June Montgomery Tabron

	Wenda W. Moore