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): November 28, 2007
KELLOGG COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| Delaware
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1-4171
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38-0710690 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 28, 2007, Kellogg Company (the “Company”) priced an offering of 5.125% Senior
Notes due December 3, 2012 (the “Notes”). In connection with such offering, the Company
entered into an Underwriting Agreement on November 28, 2007 with J.P. Morgan Securities Inc.,
Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the several
underwriters. The Notes were registered under the Securities Act of 1933, as amended, pursuant to
the Company’s Registration Statement on Form S-3 (File No. 333-72312) filed on October 26, 2001.
The Notes are issued under an indenture, dated as of March 15, 2001, between the Company and The
Bank of New York Trust Company, N.A. (successor to BNY Midwest Trust Company), as trustee, as
supplemented by an Officers’ Certificate, dated December 3, 2007 (the “Officers’
Certificate”).
On November 29, 2007, the Company filed with the Securities and Exchange Commission a Prospectus
Supplement dated November 28, 2007 in connection with the public offering of the Notes.
For a complete description of the terms and conditions of the Underwriting Agreement, the Notes and
the Officers’ Certificate, please refer to such documents, each of which is filed with this Form
8-K and incorporated herein by reference.
Item
1.02. Termination of a Material Definitive Agreement.
As
contemplated by the terms of the agreement and in connection with the
closing of the offering of the Notes, the commitments of the lender
under the Company's unsecured 364-Day Credit Agreement
(the “364-Day Facility”) with JPMorgan Chase Bank, N.A., as Lender and Administrative Agent,
dated as of June 13, 2007, will be permanently reduced to zero. Information with respect to the 364-Day Facility is set forth in the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 13, 2007 and is incorporated herein by reference. No amounts
were outstanding under the 364-Day Facility and no
penalties were incurred by the Company in connection with the
reduction in commitments.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
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| Exhibit No. |
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Document |
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1.1
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Underwriting Agreement, dated November 28, 2007, by and among
Kellogg Company, J.P. Morgan Securities Inc., Barclays Capital
Inc. and SunTrust Robinson Humphrey, Inc. |
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4.1
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Officers’ Certificate of Kellogg Company (with form of 5.125%
Senior Note due December 3, 2012) |
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12.1
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Calculation of Ratio of Earnings to Fixed Charges |