Kellogg Company 8-K 2007
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): November 28, 2007
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices, Including Zip Code)
(Registrants Telephone Number, Including Area Code)
(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:
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 Companys 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 Companys 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.
The following exhibits are filed with this Form 8-K:
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.
Date: December 3, 2007