Kellogg Company 8-K 2006
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices, Including Zip Code)
(Registrants 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):
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 Companys 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.
Purchase and Sale Agreement made as of February 16, 2006 between the W. K. Kellogg Foundation Trust and the Kellogg Company.
Press Release of the Kellogg Company, dated February 17, 2006.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.