Amendment No.29 to Schedule 13G

-----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, KaTG/6rVrl8slFiq6zV77riYwV2z7xoHq+PJlIHFxFAzo/M+e3lWFzVng5DvVfT9 AX/Vw5djBUdUTCGIypyArg== 0001193125-06-028121.txt : 20060213 0001193125-06-028121.hdr.sgml : 20060213 20060213111027 ACCESSION NUMBER: 0001193125-06-028121 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: JAMES M. JENNESS GROUP MEMBERS: SHIRLEY D. BOWSER 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: 06601392 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 AMENDMENT NO.29 TO SCHEDULE 13G Amendment No.29 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 29)*

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).


CUSIP NO. 487836108		13G		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

336,119

6 SHARED VOTING POWER

110,236,031

7 SOLE DISPOSITIVE POWER

737,599

8 SHARED DISPOSITIVE POWER

109,873,466


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,572,150
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.3%
12	TYPE OF REPORTING PERSON* HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 487836108		13G		Page 3 of 8 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

338,249

6 SHARED VOTING POWER

109,851,073

7 SOLE DISPOSITIVE POWER

329,068

8 SHARED DISPOSITIVE POWER

109,851,073


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,189,322
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.2%
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 487836108		13G		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

45,319

6 SHARED VOTING POWER

110,430,873

7 SOLE DISPOSITIVE POWER

30,400

8 SHARED DISPOSITIVE POWER

110,430,873


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,476,192
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.3%
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP NO. 487836108		13G		Page 5 of 8 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Shirley D. Bowser
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

109,851,073

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

109,851,073


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,851,073
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.1%
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. 29 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. 29 is being filed by The Bank of New York as trustee of the Trust, on behalf of the Trust and on behalf of itself, James M. Jenness, William C. Richardson and Shirley D. Bowser, as all of the trustees of the Trust as of December 31, 2005.

The number of Shares beneficially owned by each of The Bank of New York and certain of its affiliates, James M. Jenness, William C. Richardson and Shirley D. Bowser, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 111,535,518, which is 27.5% of the Shares outstanding. Of this amount 109,851,073 Shares, or 27.1% 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 James M. Jenness includes 304,704 Shares that Mr. Jenness may acquire within 60 days of December 31, 2005 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for William C. Richardson includes 30,000 Shares that Dr. Richardson may acquire within 60 days of December 31, 2005 by exercising options granted to him under the Kellogg Company Non-Employee Director Stock Plan.

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.

James M. Jenness

William C. Richardson

Shirley D. Bowser

(b)

Address of Principal Business Office :

Person Filing

Address

The Bank of New York Company, Inc.

One Wall Street

New York, NY 10286

James M. Jenness

One Kellogg Square

P. O. Box 3599

Battle Creek, Michigan 49016

William C. Richardson

One Michigan Avenue East

Battle Creek, Michigan 49017

Shirley D. Bowser

One Michigan Avenue East

Battle Creek, Michigan 49017

(c)

Citizenship:

The Bank of New York Company, Inc.

-A New York Corporation

James M. Jenness

-U.S. Citizen

William C. Richardson

-U.S. Citizen

Shirley D. Bowser

-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, 2005:

		The Bank of New York Company, Inc.		- 110,572,150

		James M. Jenness		- 110,189,322

		William C. Richardson		- 110,476,192

		Shirley D. Bowser		- 109,851,073

	(b)	Percent of Class:

		The Bank of New York Company, Inc.		- 27.3%

		James M. Jenness		- 27.2%

		William C. Richardson		- 27.3%

		Shirley D. Bowser		- 27.1%

	(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.	- 336,119

			James M. Jenness	- 338,249

			William C. Richardson	- 45,319

			Shirley D. Bowser	- 0

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

			The Bank of New York Company, Inc.	- 110,236,031

			James M. Jenness	- 109,851,073

			William C. Richardson	- 110,430,873

			Shirley D. Bowser	- 109,851,073

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

			The Bank of New York Company, Inc.	- 737,599

			James M. Jenness	- 329,068

			William C. Richardson	- 30,400

			Shirley D. Bowser	- 0

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

			The Bank of New York Company, Inc.	- 109,873,466

			James M. Jenness	- 109,851,073

			William C. Richardson	- 110,430,873

			Shirley D. Bowser	- 109,851,073

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 is reporting 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 left the office of co-trustee of the Trust on March 16, 2005. On that date, Shirley D. Bowser succeeded Mr. Walton as a co-trustee of the Trust. Accordingly, as of March 16, 2005, Mr. Walton ceased 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 became such a beneficial owner. Beginning with the year ending December 31, 2005, Ms. Bowser is reporting 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:

	Not Applicable

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 13, 2006


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

By		/s/ Joyce S. Walsh
		Joyce S. Walsh
		Vice President

James M. Jenness

/s/ Joyce S. Walsh
By his attorney in fact, Joyce S. Walsh

William C. Richardson

/s/ Joyce S. Walsh
By his attorney in fact, Joyce S. Walsh

Shirley D. Bowser

/s/ Joyce S. Walsh
By her attorney in fact, Joyce S. Walsh

SCHEDULE 13G

EXHIBIT INDEX


Exhibit No.		Exhibit
Exhibit 24.1		Power of Attorney of James M. Jenness dated February 10, 2006.

Exhibit 24.2		Power of Attorney of William C. Richardson dated February 10, 2006.

Exhibit 24.3		Power of Attorney of Shirley D. Bowser dated February 10, 2006.

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

Exhibit 99.2		Agreement Pursuant to Rule 13d-1(k)(1)(iii).

EX-24.1 2 dex241.htm POWER OF ATTORNEY OF JAMES M. JENNESS Power of Attorney of James M. Jenness

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, JAMES M. JENNESS, hereby constitutes and appoints each of KEVIN J. BANNON, RICHARD A. RAFFETTO, CLAUDIA D. WARD, JOYCE S. WALSH and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING 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 10^th day of February, 2006.

/s/ James M. Jenness

James M. Jenness


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Roma M. Jacura, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that JAMES M. JENNESS, 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 10^th day of February, 2006.

/s/ Roma M. Jacura

Notary Public

My Commission Expires: December 17, 2006.

EX-24.2 3 dex242.htm POWER OF ATTORNEY OF WILLIAM C. RICHARDSON Power of Attorney of William C. Richardson

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, WILLIAM C. RICHARDSON, hereby constitutes and appoints each of KEVIN J. BANNON, RICHARD A. RAFFETTO, CLAUDIA D. WARD, JOYCE S. WALSH and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley Austin LLP, as her true and lawful attorneys-in-fact to:

(1)

(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)

(4)

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

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 10^th day of February, 2006.

/s/ William C. Richardson

William C. Richardson


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Roma M. Jacura , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that WILLIAM C. RICHARDSON, 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 10^th day of February, 2006.

/s/ Roma M. Jacura

Notary Public

My Commission Expires: December 17, 2006.

EX-24.3 4 dex243.htm POWER OF ATTORNEY OF SHIRLEY D. BOWSER Power of Attorney of Shirley D. Bowser

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, SHIRLEY D. BOWSER, hereby constitutes and appoints each of KEVIN J. BANNON, RICHARD A. RAFFETTO, CLAUDIA D. WARD, JOYCE S. WALSH and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley Austin LLP, as her true and lawful attorneys-in-fact to:

(1)

(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)

(4)

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

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 10^th day of February, 2006.

/s/ Shirley D. Bowser

Shirley D. Bowser


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Roma M. Jacura , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that SHIRLEY D. BOWSER, 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 10^th day of February, 2006.

/s/ Roma M. Jacura

Notary Public

My Commission Expires: December 17, 2006.

EX-99.1 5 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 7, as of December 31, 2005, The Bank of New York, James M. Jenness, William C. Richardson and Shirley D. Bowser were trustees of the W. K. Kellogg Foundation Trust (the “Trust”) holding 109,851,073 Shares, or 27.1% 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 27.1% of the Shares outstanding as of December 31, 2005. 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.

During the year ending December 31, 2005, William C. Richardson was co-trustee with Harris Trust and Savings Bank of the Carrie Staines Kellogg Trust #5977, holding 579,800 Shares as of December 31, 2005. Such Shares are included in the aggregate amount reported for Dr. Richardson on this Amendment No. 29. Dr. Richardson ceased to be a co-trustee of the Carrie Staines Kellogg Trust #5977 as of January 1, 2006.

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, the Shares reported in this filing.

EX-99.2 6 dex992.htm AGREEMENT PURSUANT TO RULE 13D-1(K)(1)(III) Agreement Pursuant to Rule 13d-1(k)(1)(iii)

Exhibit 99.2

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

James M. Jenness

William C. Richardson

Shirley D. Bowser

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