Schedule 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lv/XcELK8wsgjbl/r7kaUSKkBJNfZuuBlM0g5HDYlUiExFBg+L8leXdCY22DTpzC Ikf46I5eahnyZ8y+GkwD8Q== 0001193125-05-026222.txt : 20050211 0001193125-05-026222.hdr.sgml : 20050211 20050211101911 ACCESSION NUMBER: 0001193125-05-026222 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: CARLOS M. GUTIERREZ GROUP MEMBERS: JONATHAN T. WALTON GROUP MEMBERS: WILLIAM C. RICHARDSON 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16386 FILM NUMBER: 05595482 BUSINESS ADDRESS: STREET 1: ONE KELLOGG SQ STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 BUSINESS PHONE: 6169612000 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: BANK OF NEW YORK CO INC CENTRAL INDEX KEY: 0000009626 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE WALL ST 10TH FL CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: ONE WALL STREET 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10286 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 28)*

Kellogg Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

487836108

(CUSIP Number)

(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 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).

13G


CUSIP NO. 487836108		Page 2 of 8 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Bank of New York Company, Inc. (I.R.S. 13-2614959)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION A New York Corporation

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

332,343

6 SHARED VOTING POWER

121,600,879

7 SOLE DISPOSITIVE POWER

195,084

8 SHARED DISPOSITIVE POWER

120,947,533


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,933,222
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.5%
12	TYPE OF REPORTING PERSON* HC

SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108		Page 3 of 8 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Carlos M. Gutierrez
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

2,665,714

6 SHARED VOTING POWER

120,919,940

7 SOLE DISPOSITIVE POWER

2,665,714

8 SHARED DISPOSITIVE POWER

120,919,940


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,585,654
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.9%
12	TYPE OF REPORTING PERSON* IN

SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108		Page 4 of 8 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) William C. Richardson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

38,279

6 SHARED VOTING POWER

121,570,740

7 SOLE DISPOSITIVE POWER

25,400

8 SHARED DISPOSITIVE POWER

121,570,740


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,609,019
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.4%
12	TYPE OF REPORTING PERSON* IN

SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108		Page 5 of 8 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Jonathan T. Walton
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

120,919,940

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

120,919,940


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 120,919,940
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.3%
12	TYPE OF REPORTING PERSON* IN

SEE INSTRUCTIONS BEFORE FILLING OUT!

Schedule 13G

Issuer: Kellogg Company

Page 6 of 8

This Schedule 13G is being filed as Amendment No. 28 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 of Kellogg Company (the “Shares”).

This Amendment No. 28 is being filed by The Bank of New York as trustee of the Trust, on behalf of the Trust and on behalf of itself, Carlos M. Gutierrez, William C. Richardson and Jonathan T. Walton, as all of the trustees of the Trust for the year ending December 31, 2004.

The number of Shares beneficially owned by each of The Bank of New York and certain of its affiliates, Carlos M. Gutierrez, William C. Richardson and Jonathan T. Walton, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 125,288,015, which is 30.3% of the Shares outstanding. Of this amount 120,919,940 Shares, or 29.3% of the Shares outstanding, represent Shares owned in a fiduciary capacity on behalf of the Trust. Shares owned in other fiduciary capacities are noted on Exhibit 99.1.

The number of reported Shares for Carlos M. Gutierrez includes 2,333,645 Shares that Mr. Gutierrez may acquire within 60 days of December 31, 2004 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for William C. Richardson includes 25,000 Shares that Dr. Richardson may acquire within 60 days of December 31, 2004 by exercising options granted to him under the Kellogg Company Non-Employee Director Stock Plan.

As described in item 5 below, Carlos M. Gutierrez ceased to be a co-trustee of the Trust and a beneficial owner of more than five percent of the common stock of Kellogg Company on February 7, 2005. On that date, James M. Jenness succeeded Mr. Gutierrez as a co-trustee of the Trust and became such a beneficial owner. Other changes in individuals serving as co-trustees of the Trust are further described in item 5.

Item 1.

(a)

Name of Issuer:

Kellogg Company

(b)

Address of Issuer’s Principal Executive Offices:

One Kellogg Square

Battle Creek, Michigan 49016-3599

Item 2.

(a)

Name of Persons Filing:

The Bank of New York Company, Inc.

Carlos M. Gutierrez

William C. Richardson

Jonathan T. Walton

(b)

Address of Principal Business Office :

Person Filing

The Bank of New York Company, Inc.

Address

One Wall Street

New York, NY 10286

Carlos M. Gutierrez

One Kellogg Square

P. O. Box 3599

Battle Creek, Michigan 49016

William C. Richardson

W.K. Kellogg Foundation

One Michigan Avenue East

Battle Creek, Michigan 49017

Jonathan T. Walton

37 Warner Rd.

Grosse Pointe Farms, Michigan 48236

(c)

Citizenship:

The Bank of New York Company, Inc.

Carlos M. Gutierrez

William C. Richardson

Jonathan T. Walton

-A New York Corporation

-U.S. Citizen

(d)

Title of Class of Securities:

All persons filing - common stock

(e)

CUSIP Number:

All persons filing - 487836108

Item 3.

(a) - (j)

This statement is being filed pursuant to Rule 13d-1(d).

Schedule 13G

Issuer: Kellogg Company

Page 7 of 8



Item 4.	Ownership:

	(a)	Amount Beneficially Owned as of December 31, 2004:

		The Bank of New York Company, Inc. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton	-121,933,222 -123,585,654 -121,609,019 -120,919,940

	(b)	Percent of Class:

		The Bank of New York Company, Inc. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton	- 29.5% - 29.9% - 29.4% - 29.3%

	(c)	Number of shares as to which such person has:

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

		The Bank of New York Company, Inc. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton	- 332,343 - 2,665,714 - 38,279 - 0

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

		The Bank of New York Company, Inc. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton	-121,600,879 -120,919,940 -121,570,740 -120,919,940

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

		The Bank of New York Company, Inc. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton	- 195,084 - 2,665,714 - 25,400 - 0

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

		The Bank of New York Company, Inc. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton	-120,947,533 -120,919,940 -121,570,740 -120,919,940

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

	Carlos M. Gutierrez left the office of co-trustee of the Trust on February 7, 2005. On that date, James M. Jenness succeeded Mr. Gutierrez as a co-trustee of the Trust. Accordingly, as of February 7, 2005, Mr. Gutierrez ceased to be the beneficial owner of more than five percent of the common stock of Kellogg Company, and as of February 7, 2005 Mr. Jenness became such a beneficial owner. Beginning with the year ending December 31, 2005, Mr. Jenness will report his shareholdings of Kellogg Company as a member of the group set forth below in item 8 in lieu of Mr. Gutierrez. Jonathan T. Walton will leave the office of co-trustee of the Trust on March 16, 2005. On that date, Shirley D. Bowser will succeed Mr. Walton as a co-trustee of the Trust. Accordingly, as of March 16, 2005, Mr. Walton will cease to be the beneficial owner of more than five percent of the common stock of Kellogg Company, and as of March 16, 2005 Ms. Bowser will become such a beneficial owner. Beginning with the year ending December 31, 2005, Ms. Bowser will report her shareholdings of Kellogg Company as a member of the group set forth below in item 8 in lieu of Mr. Walton.

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

	See Exhibit 99.1

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

	The Bank of New York Company, Inc., a parent holding company, is filing with respect to its following subsidiaries: The Bank of New York One Wall Street New York, NY 10286 The Bank of New York Trust Company 123 Main Street White Plains, New York 10601

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

	See Exhibits 99.2 and 99.3

Item 9.	Notice of Dissolution of Group:

	Not Applicable

Item 10.	Certifications:

	Not Applicable

Schedule 13G

Issuer: Kellogg Company

Page 8 of 8

SIGNATURES

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: February 11, 2005


The Bank of New York, as trustee of the W.K. Kellogg Foundation Trust

By		/s/ Ann Daly Jocelyn
		Ann Daly Jocelyn
		Vice President

Carlos M. Gutierrez

		/s/ Ann Daly Jocelyn
		By his attorney in fact, Ann Daly Jocelyn

William C. Richardson

		/s/ Ann Daly Jocelyn
		By his attorney in fact, Ann Daly Jocelyn

Jonathan T. Walton

		/s/ Ann Daly Jocelyn
		By his attorney in fact, Ann Daly Jocelyn

SCHEDULE 13G

EXHIBIT INDEX


Exhibit No.		Exhibit
Exhibit 24.1		Power of Attorney of Carlos M. Gutierrez dated November 19, 2003 (incorporated by reference to Exhibit 24.1 to Amendment No. 27 to this Schedule 13G filed on February 12, 2004 (“Amendment No. 27”)).

Exhibit 24.2		Power of Attorney of William C. Richardson dated November 19, 2003 (incorporated by reference to Exhibit 24.2 to Amendment No. 27).

Exhibit 24.3		Power of Attorney of Jonathan T. Walton dated November 19, 2003 (incorporated by reference to Exhibit 24.3 to Amendment No. 27).

Exhibit 99.1		Ownership of More Than Five Percent on Behalf of Another Person.

Exhibit 99.2		Identity of Each Person Filing This Schedule 13G.

Exhibit 99.3		Agreement Pursuant to Rule 13d-1(k)(1)(iii).

EX-99.1 2 dex991.htm OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Ownership of More Than Five Percent on Behalf of Another Person

Exhibit 99.1

SCHEDULE 13G

In reply to Item 6 on page 8, as of the year ending December 31, 2004, The Bank of New York, Carlos M. Gutierrez, William C. Richardson and Jonathan T. Walton were trustees of the W. K. Kellogg Foundation Trust (the “Trust”) holding 120,919,940 Shares, or 29.3% of the Shares outstanding.

For purposes of this Schedule 13G, The Bank of New York Company, Inc. is reporting on behalf of its subsidiaries, The Bank of New York and The Bank of New York Trust Company, which hold Shares for various persons in various fiduciary capacities. As noted in the preceding paragraph, The Bank of New York’s holdings as trustee of the Trust represent 29.3% of the Shares outstanding as of the year ending December 31, 2004. Additional Shares reported on page 2 of this Schedule 13G for The Bank of New York Company, Inc. and its subsidiaries include Shares held in fiduciary capacities for persons other than the Trust.

As of the year ending December 31, 2004, William C. Richardson was co-trustee with Harris Trust and Savings Bank of the Carrie Staines Kellogg Trust #5977, holding 650,800 Shares.

W.K. Kellogg Foundation has an interest in Shares held in the Trust and other persons have interests in the above referred Shares held in other fiduciary capacities. Except as described hereinabove, no other person is known to receive or has the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares reported in this filing.

EX-99.2 3 dex992.htm IDENTITY OF EACH PERSON FILING THIS SCHEDULE 13G Identity of Each Person Filing This Schedule 13G

Exhibit 99.2

SCHEDULE 13G

In response to the information requested by Item 8 on Page 8, the following is the identity of each person filing this Schedule 13G:

TRUSTEES OF THE W.K. KELLOGG FOUNDATION TRUST

The Bank of New York

Carlos M. Gutierrez

William C. Richardson

Jonathan T. Walton

Such persons expressly declare that they do not affirm the existence of a group for purposes other than this joint filing.

EX-99.3 4 dex993.htm AGREEMENT PURSUANT TO RULE 13D-1(K)(1)(III) Agreement Pursuant to Rule 13d-1(k)(1)(iii)

Exhibit 99.3

SCHEDULE 13G

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:

The Bank of New York

Carlos M. Gutierrez

William C. Richardson

Jonathan T. Walton

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