-----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, EzGtwagCB5Vt6WO6CimifUCvbgFGxWZa+6wkXdKABMXu1lj/59Xh5BcMADlvTn2e 5dP5+44sdAr2F2oObu+73A== 0000950131-01-000834.txt : 20010213 0000950131-01-000834.hdr.sgml : 20010213 ACCESSION NUMBER: 0000950131-01-000834 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010212 GROUP MEMBERS: BANK OF NEW YORK CO INC GROUP MEMBERS: CARLOS M. GUTIERREZ GROUP MEMBERS: JONATHAN T. WALTON GROUP MEMBERS: THE BANK OF NEW YORK COMPANY, INC. 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: SEC FILE NUMBER: 005-11841 FILM NUMBER: 1531827 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 0001.txt AMENDMENT #24 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) (Amendment No. 24)* Kellogg Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 487836108 ------------------------------ (CUSIP Number) 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 9 pages ------------ - - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Bank of New York Company, Inc. (I.R.S. 13-2614959) - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4. A New York Corporation - ------------------------------------------------------------------------------ SOLE VOTING POWER 5. NUMBER OF 230,567 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6. OWNED BY 132,470,621 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7. REPORTING 166,892 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8. 130,694,133 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9. 132,701,188 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11. 32.6% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12. HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 487836108 13G Page 3 of 9 pages ------------ - - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Carlos M. Gutierrez - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4. U.S. Citizen - ------------------------------------------------------------------------------ SOLE VOTING POWER 5. NUMBER OF 385,226 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6. OWNED BY 130,411,440 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7. REPORTING 385,226 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8. 130,411,440 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9. 130,796,666 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11. 32.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12. IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 487836108 13G Page 4 of 9 pages ------------ - - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) William C. Richardson - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4. U.S Citizen - ------------------------------------------------------------------------------ SOLE VOTING POWER 5. NUMBER OF 10,406 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6. OWNED BY 131,133,360 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7. REPORTING 5,400 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8. 131,133,360 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9. 131,143,766 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11. 32.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12. IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 487836108 13G Page 5 of 9 pages ------------ - - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Jonathan T. Walton - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4. U.S. Citizen - ------------------------------------------------------------------------------ SOLE VOTING POWER 5. NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6. OWNED BY 130,411,440 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7. REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8. 130,411,440 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9. 130,411,440 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11. 32.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12. IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Schedule 13G Issuer: Kellogg Company Page 6 of 9 This Schedule 13G is being filed as Amendment No. 24 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. 24 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, 2000. 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 133,818,740, which is 32.9% of the Shares outstanding. Of this amount 130,411,440 Shares, or 32.0% 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 325,822 Shares that Mr. Gutierrez may acquire within 60 days of December 31, 2000 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plan. The number of reported Shares for William C. Richardson includes 5,000 Shares that Dr. Richardson may acquire within 60 days of December 31, 2000 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. Carlos M. Gutierrez William C. Richardson Jonathan T. Walton (b) Address of Principal Business Office : -------------------------------------
Person Filing Address ------------- ------- The Bank of New York Company, Inc. 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
Schedule 13G Issuer: Kellogg Company Page 7 of 9 (c) Citizenship: ------------ The Bank of New York Company, Inc. -A New York Corporation Carlos M. Gutierrez -U.S. Citizen William C. Richardson -U.S. Citizen Jonathan T. Walton -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). Item 4. Ownership: ---------- (a) Amount Beneficially Owned as of December 31, 2000: -------------------------------------------------- The Bank of New York Company, Inc. -132,701,188 Carlos M. Gutierrez -130,796,666 William C. Richardson -131,143,766 Jonathan T. Walton -130,411,440 (b) Percent of Class: ----------------- The Bank of New York Company, Inc. - 32.6% Carlos M. Gutierrez - 32.1% William C. Richardson - 32.2% Jonathan T. Walton - 32.0% (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. - 230,567 Carlos M. Gutierrez - 385,226 William C. Richardson - 10,406 Jonathan T. Walton - 0 (ii) Shared power to vote or to direct the vote: The Bank of New York Company, Inc. -132,470,621 Carlos M. Gutierrez -130,411,440 William C. Richardson -131,133,360 Jonathan T. Walton -130,411,440 Schedule 13G Issuer: Kellogg Company Page 8 of 9 (iii) Sole power to dispose or to direct the disposition of: The Bank of New York Company, Inc. - 166,892 Carlos M. Gutierrez - 385,226 William C. Richardson - 5,400 Jonathan T. Walton - 0 (iv) Shared power to dispose or to direct the disposition of: The Bank of New York Company, Inc. -130,694,133 Carlos M. Gutierrez -130,411,440 William C. Richardson -131,133,360 Jonathan T. Walton -130,411,440 Item 5. Ownership of Five Percent or Less of a Class: --------------------------------------------- Arnold G. Langbo resigned as a co-trustee of the Trust effective May 1, 2000. On that same date, Carlos M. Gutierrez succeeded Mr. Langbo as a co-trustee of the Trust. Accordingly, as of May 1, 2000, Mr. Langbo ceased to be the beneficial owner of more than five percent of the common stock of Kellogg Company, and as of May 1, 2000 Mr. Gutierrez became such a beneficial owner. Beginning with this Amendment number 24 for the year ending December 31, 2000, Mr. Gutierrez is reporting his shareholdings of Kellogg Company as a member of the group set forth below in item 8 in lieu of Mr. Langbo. 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: ------------------------------------------------------------------ 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. Certification: -------------- Not Applicable Schedule 13G Issuer: Kellogg Company Page 9 of 9 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 12, 2001 The Bank of New York, as trustee of the W.K. Kellogg Foundation Trust By /s/Sharon L. Reed ---------------------------------------------- Sharon L. Reed Vice President Carlos M. Gutierrez /s/Sharon L. Reed ----------------------------------------- By his attorney in fact, Sharon L. Reed William C. Richardson /s/Sharon L. Reed ----------------------------------------- By his attorney in fact, Sharon L. Reed Jonathan T. Walton /s/Sharon L. Reed ----------------------------------------- By his attorney in fact, Sharon L. Reed FORM 13G EXHIBIT INDEX ------------- Exhibit No. Exhibit - ----------- ------- Exhibit 24.1 Power of Attorney of Carlos M. Gutierrez dated September 7, 2000. Exhibit 24.2 Power of Attorney of William C. Richardson dated September 7, 2000. Exhibit 24.3 Power of Attorney of Jonathan T. Walton dated September 7, 2000. Exhibit 99.1 Ownership of More Than 5 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-24.1 2 0002.txt POWER OF ATTORNEY OF CARLOS M. GUTIERREZ Exhibit 24.1 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned, CARLOS M. GUTIERREZ, hereby constitutes and appoints each of NEWTON P.S. MERRILL, CLAUDIA D. WARD and SHARON L. REED of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley & Austin, as his 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 (S)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 7/th/ day of September, 2000. --------- /s/Carlos M. Gutierrez -------------------------------- Carlos M. Gutierrez STATE OF NEW YORK ) ---------- ) COUNTY OF QUEENS ) --------- I, Tonya Barnes , a Notary Public in and for said County, in the ------------------------ State aforesaid, DO HEREBY CERTIFY that CARLOS M. GUTIERREZ, 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 his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 7/th/ day of September, -------- 2000. /s/Tonya A. Barnes ---------------------------- Notary Public My Commission Expires: July 7, 2001 . --------------------------- EX-24.2 3 0003.txt 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 NEWTON P.S. MERRILL, CLAUDIA D. WARD and SHARON L. REED of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley & Austin, as his 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 (S)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 7/th/ day of September, 2000. ----------- /s/William C. Richardson ------------------------ William C. Richardson STATE OF NEW YORK ) -------- ) COUNTY OF QUEENS ) ------ I, Tonya Barnes , 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 his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 7/th/ day of September, ----------- 2000. /s/Tonya A. Barnes ------------------ Notary Public My Commission Expires: July 7, 2001 . ---------------- EX-24.3 4 0004.txt POWER OF ATTORNEY OF JONATHAN T. WALTON Exhibit 24.3 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned, JONATHAN T. WALTON, hereby constitutes and appoints each of NEWTON P.S. MERRILL, CLAUDIA D. WARD and SHARON L. REED of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley & Austin, as his 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 (S)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 7/th/ day of September, 2000. ------- /s/Jonathan T. Walton --------------------------- Jonathan T. Walton STATE OF NEW YORK ) ---------- ) COUNTY OF QUEENS ) -------- I, Tonya Barnes , a Notary Public in and for said County, in ------------------ the State aforesaid, DO HEREBY CERTIFY that JONATHAN T. WALTON, 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 his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 7/th/ day of September, ------- 2000. /s/Tonya A. Barnes --------------------------- Notary Public My Commission Expires: July 7, 2001 . ------------------ EX-99.1 5 0005.txt OWNERSHIP OF MORE THAN 5 PERCENT FORM 13G Exhibit 99.1 In reply to Item 6 on page 8, as of the year ending December 31, 2000, The Bank of New York, Carlos M. Gutierrez, William C. Richardson and Jonathan T. Walton were trustees of the Trust holding 130,411,440 Shares, or 32.0% 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 32.6% of the Shares outstanding as of the year ending December 31, 2000. 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, 2000, William C. Richardson was co- trustee with Harris Trust and Savings Bank of the Carrie Staines Kellogg Trust #5977, holding 721,920 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 6 0006.txt IDENTITY OF EACH PERSON FILING THIS SCHEDULE 13G FORM 13G Exhibit 99.2 In response to the information requested by Item 8 on Page 9, 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 7 0007.txt AGREEMENT PURSUANT TO RULE 13D-1(K)(L)(III) FORM 13G Exhibit 99.3 Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Form 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 -----END PRIVACY-ENHANCED MESSAGE-----