-----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, GAqE6k8jB8nMo2XPR/TJWPIDMkYgiQkuEALy/OuhGE4+7payCboYjMditg6mp3P8 1fPvaQhR2KQB4J0KYUhmwQ== 0001193125-04-021185.txt : 20040212 0001193125-04-021185.hdr.sgml : 20040212 20040212150918 ACCESSION NUMBER: 0001193125-04-021185 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040212 GROUP MEMBERS: CARLOS M. GUTIERREZ GROUP MEMBERS: JONATHAN T. WALTON 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: 04590507 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 #27 TO SCHEDULE 13G AMENDMENT #27 TO SCHEDULE 13G

OMB APPROVAL


OMB Number:

   3235-0145

Expires:

   December 31, 2005

Estimated average burden

hours per response         11


 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 27)*

 

 

 

 

 

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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

SEC 1745 (12-02)

 


13G

CUSIP No. 487836108    Page 2 of 9 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

 

                229,668


  6.    Shared Voting Power

 

                124,560,425


  7.    Sole Dispositive Power

 

                182,904


  8.    Shared Dispositive Power

 

                124,041,233


  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            124,790,093

   

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

¨

   

11.  

Percent of Class Represented by Amount in Row 9

 

            30.5%

   

12.  

Type of Reporting Person*

 

            HC

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!


13G

 

CUSIP No. 487836108

  Page 3 of 9 pages

 


  1.  

Name of Reporting Person

I.R.S. Identification No. of above person (entities only)

 

            Carlos M. Gutierrez

   

  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

 

                1,998,576


  6.    Shared Voting Power

 

                124,014,940


  7.    Sole Dispositive Power

 

                1,998,576


  8.    Shared Dispositive Power

 

                124,014,940


  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            126,013,516

   

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

¨

   

11.  

Percent of Class Represented by Amount in Row 9

 

            30.8%

   

12.  

Type of Reporting Person*

 

            IN

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!


13G

 

CUSIP No. 487836108

  Page 4 of 9 pages

 


  1.  

Name of Reporting Person

I.R.S. Identification No. of above persons (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

 

                31,283


  6.    Shared Voting Power

 

                124,736,860


  7.    Sole Dispositive Power

 

                20,400


  8.    Shared Dispositive Power

 

                124,736,860


  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            124,768,143

   

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

¨

   

11.  

Percent of Class Represented by Amount in Row 9

 

            30.5%

   

12.  

Type of Reporting Person*

 

            IN

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!


13G

 

CUSIP No. 487836108

  Page 5 of 9 pages

 


  1.  

Name of Reporting Person

I.R.S. Identification No. of above persons (entities only)

 

            Jonathan T. Walton

   

  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

 

                0


  6.    Shared Voting Power

 

                124,014,940


  7.    Sole Dispositive Power

 

                0


  8.    Shared Dispositive Power

 

                124,014,940


  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            124,014,940

   

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

 

¨

   

11.  

Percent of Class Represented by Amount in Row 9

 

            30.3%

   

12.  

Type of Reporting Person*

 

            IN

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 


Schedule 13G

Issuer: Kellogg Company

Page 6 of 9

 

This Schedule 13G is being filed as Amendment No. 27 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. 27 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, 2003.

 

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 127,541,872, which is 31.2% of the Shares outstanding. Of this amount 124,014,940 Shares, or 30.3% 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 1,836,713 Shares that Mr. Gutierrez may acquire within 60 days of December 31, 2003 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for William C. Richardson includes 20,000 Shares that Dr. Richardson may acquire within 60 days of December 31, 2003 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, 2003:
          The Bank of New York Company, Inc.    - 124,790,093     
          Carlos M. Gutierrez    - 126,013,516     
          William C. Richardson    - 124,768,143     
          Jonathan T. Walton    - 124,014,940     
     (b)    Percent of Class:
          The Bank of New York Company, Inc.    - 30.5%     
          Carlos M. Gutierrez    - 30.8%     
          William C. Richardson    - 30.5%     
          Jonathan T. Walton    - 30.3%     
     (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.    - 229,668     
          Carlos M. Gutierrez    - 1,998,576     
          William C. Richardson    - 31,283     
          Jonathan T. Walton    - 0     
          (ii)      Shared power to vote or to direct the vote:
          The Bank of New York Company, Inc.    - 124,560,425     
          Carlos M. Gutierrez    - 124,014,940     
          William C. Richardson    - 124,736,860     
          Jonathan T. Walton    - 124,014,940     


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.

   -    182,904     

Carlos M. Gutierrez

   -    1,998,576     

William C. Richardson

   -    20,400     

Jonathan T. Walton

   -    0     
                

 

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

 

The Bank of New York Company, Inc.

       -124,041,233     

Carlos M. Gutierrez

       -124,014,940     

William C. Richardson

       -124,736,860     

Jonathan T. Walton

       -124,014,940     

 

Item 5. Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

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:

 

See Exhibits 99.2 and 99.3

 

Item 9. Notice of Dissolution of Group:

 

Not Applicable

 

Item 10. Certifications:

 

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, 2004

 

The Bank of New York, as trustee of the

W.K. Kellogg Foundation Trust

By   /s/    Ann Daly Jocelyn        
   
   

Ann Daly Jocelyn

Vice President

 

Carlos M. Gutierrez
    /s/    Ann Daly Jocelyn         
   
    By his attorney in fact, Ann Daly Jocelyn

 

William C. Richardson
    /s/    Ann Daly Jocelyn        
   
    By his attorney in fact, Ann Daly Jocelyn

 

Jonathan T. Walton
    /s/    Ann Daly Jocelyn         
   
    By his attorney in fact, Ann Daly Jocelyn


SCHEDULE 13G

 

EXHIBIT INDEX

 

Exhibit No.

  

Exhibit


Exhibit 24.1    Power of Attorney of Carlos M. Gutierrez dated November 19, 2003.
Exhibit 24.2    Power of Attorney of William C. Richardson dated November 19, 2003.
Exhibit 24.3    Power of Attorney of Jonathan T. Walton dated November 19, 2003.
Exhibit 99.1    Ownership of More Than Five 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 3 dex241.htm POWER OF ATTORNEY POWER OF ATTORNEY

SCHEDULE 13G

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS that the undersigned, CARLOS M. GUTIERREZ, hereby constitutes and appoints each of KEVIN J. BANNON, RICHARD A. RAFFETTO, CLAUDIA D. WARD, ANN DALY JOCELYN and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley Austin Brown & Wood LLP, 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 §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.


By this instrument, the undersigned revokes the Power of Attorney executed on May 21, 2003. Such revocation shall be effective upon filing this instrument with the SEC.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 19th day of November, 2003.

 

 

/s/    Carlos M. Gutierrez        


Carlos M. Gutierrez

 

STATE OF Michigan

   )
     )

COUNTY OF Calhoun

   )

 

I, Lori Easlick, 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 19th day of November, 2003.

 

 

/s/    Lori S. Easlick        


Notary Public

 

My Commission Expires: 11/19/04.

EX-24.2 4 dex242.htm POWER OF ATTORNEY POWER OF ATTORNEY

SCHEDULE 13G

 

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, ANN DALY JOCELYN and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley Austin Brown & Wood LLP, 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 §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.

 

By this instrument, the undersigned revokes the Power of Attorney executed on May 21, 2003. Such revocation shall be effective upon filing this instrument with the SEC.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 19th day of November, 2003.

 

 

/s/    William C. Richardson        


William C. Richardson

 

STATE OF Michigan

   )
     )

COUNTY OF Calhoun

   )

 

I, Lori Easlick, 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 19th day of November, 2003.

 

 

/s/    Lori S. Easlick        


Notary Public

 

My Commission Expires: November 19, 2004.

EX-24.3 5 dex243.htm POWER OF ATTORNEY POWER OF ATTORNEY

SCHEDULE 13G

 

Exhibit 24.3

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS that the undersigned, JONATHAN T. WALTON, hereby constitutes and appoints each of KEVIN J. BANNON, RICHARD A. RAFFETTO, CLAUDIA D. WARD, ANN DALY JOCELYN and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley Austin Brown & Wood LLP, 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 §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.

 

By this instrument, the undersigned revokes the Power of Attorney executed on May 21, 2003. Such revocation shall be effective upon filing this instrument with the SEC.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 19th day of November, 2003.

 

 

/s/    Jonathan T. Walton        


Jonathan T. Walton

 

STATE OF Michigan

   )
     )

COUNTY OF Calhoun

   )

 

I, Lori Easlick, 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 19th day of November, 2003.

 

 

/s/    Lori S. Easlick        


Notary Public

 

My Commission Expires: November 29, 2004.

EX-99.1 6 dex991.htm OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

SCHEDULE 13G

 

Exhibit 99.1

 

In reply to Item 6 on page 8, as of the year ending December 31, 2003, The Bank of New York, Carlos M. Gutierrez, William C. Richardson and Jonathan T. Walton were trustees of the W. K. Kellogg Foundation Trust (the “Trust”) holding 124,014,940 Shares, or 30.3% 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 30.3% of the Shares outstanding as of the year ending December 31, 2003. 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, 2003, 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 7 dex992.htm IDENTITY OF EACH PERSON FILING THIS SCHEDULE 13G IDENTITY OF EACH PERSON FILING THIS SCHEDULE 13G

SCHEDULE 13G

 

Exhibit 99.2

 

In response to the information requested by Item 8 on Page 8, 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 8 dex993.htm AGREEMENT PURSUANT TO RULE 13D-1(K)(L)(III) AGREEMENT PURSUANT TO RULE 13D-1(K)(L)(III)

SCHEDULE 13G

 

Exhibit 99.3

 

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

 

Carlos M. Gutierrez

 

William C. Richardson

 

Jonathan T. Walton

 

-----END PRIVACY-ENHANCED MESSAGE-----