Schedule 13G Amendment No. 30

-----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, AL99WrBNgklx0GEzUAFGi3+YZzl9DyZUuT0eyBO2FmKtJPViyc3I+EeZkfKY0pp1 IjZSlImknsQLQjuxYw0zEQ== 0001193125-07-028497.txt : 20070213 0001193125-07-028497.hdr.sgml : 20070213 20070213092303 ACCESSION NUMBER: 0001193125-07-028497 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: JAMES M. JENNESS GROUP MEMBERS: SHIRLEY D. BOWSER 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: 07606164 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 SCHEDULE 13G AMENDMENT NO. 30 Schedule 13G Amendment No. 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 30)*

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).


	13G
CUSIP NO. 487836108		Page 2 of 10 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

		153,103
		6 SHARED VOTING POWER

		94,512,751
		7 SOLE DISPOSITIVE POWER

		743,827
		8 SHARED DISPOSITIVE POWER

		93,783,776


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	94,665,854
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	23.8%
12	TYPE OF REPORTING PERSON*

	HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!


		13G


CUSIP NO. 487836108				Page 3 of 10 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

		James M. Jenness
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

		742,103
		6 SHARED VOTING POWER

		93,759,190
		7 SOLE DISPOSITIVE POWER

		732,704
		8 SHARED DISPOSITIVE POWER

		93,759,190


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	94,501,293
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	23.8%
12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


		13G


CUSIP NO. 487836108				Page 4 of 10 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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

		52,403
		6 SHARED VOTING POWER

		93,759,190
		7 SOLE DISPOSITIVE POWER

		35,400
		8 SHARED DISPOSITIVE POWER

		93,759,190


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	93,811,593
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	23.6%
12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!


	13G
CUSIP NO. 487836108		Page 5 of 10 pages


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

		Shirley D. Bowser
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

		93,759,190
		7 SOLE DISPOSITIVE POWER

		0
		8 SHARED DISPOSITIVE POWER

		93,759,190


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	93,759,190
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	23.6%
12	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Schedule 13G

Issuer: Kellogg Company

Page 6 of 10

This Schedule 13G is being filed as Amendment No. 30 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. 30 is being filed by The Bank of New York as trustee of the Trust, on behalf of the Trust and on behalf of itself, James M. Jenness, William C. Richardson and Shirley D. Bowser, as all of the trustees of the Trust as of December 31, 2006.

The number of Shares beneficially owned by each of The Bank of New York and certain of its affiliates, James M. Jenness, William C. Richardson and Shirley D. Bowser, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 95,460,360, which is 24.0% of the Shares outstanding. Of this amount 93,759,190 Shares, or 23.6% 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 James M. Jenness includes 689,308 Shares that Mr. Jenness may acquire within 60 days of December 31, 2006 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for William C. Richardson includes 35,000 Shares that Dr. Richardson may acquire within 60 days of December 31, 2006 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.

James M. Jenness

William C. Richardson

Shirley D. Bowser

(b)

Address of Principal Business Office :

Person Filing

The Bank of New York Company, Inc.

Address

One Wall Street

New York, NY 10286

James M. Jenness

One Kellogg Square

P. O. Box 3599

Battle Creek, Michigan 49016

William C. Richardson

One Michigan Avenue East

Battle Creek, Michigan 49017

Shirley D. Bowser

One Michigan Avenue East

Battle Creek, Michigan 49017

Schedule 13G

Issuer: Kellogg Company

Page 7 of 10



	(c)	Citizenship:

		The Bank of New York Company, Inc. James M. Jenness William C. Richardson Shirley D. Bowser		-A New York Corporation -U.S. Citizen -U.S. Citizen -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, 2006:

		The Bank of New York Company, Inc. James M. Jenness William C. Richardson Shirley D. Bowser		- 94,665,854 - 94,501,293 - 93,811,593 - 93,759,190

	(b)	Percent of Class:

		The Bank of New York Company, Inc. James M. Jenness William C. Richardson Shirley D. Bowser		- 23.8% - 23.8% - 23.6% - 23.6%

	(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. James M. Jenness William C. Richardson Shirley D. Bowser		- 153,103 - 742,103 - 52,403 - 0

Schedule 13G

Issuer: Kellogg Company

Page 8 of 10



		(ii)	Shared power to vote or to direct the vote:

			The Bank of New York Company, Inc.	- 94,512,751
			James M. Jenness	- 93,759,190
			William C. Richardson	- 93,759,190
			Shirley D. Bowser	- 93,759,190

		(iii)	Sole power to dispose or to direct the disposition of:

			The Bank of New York Company, Inc.	- 743,827
			James M. Jenness	- 732,704
			William C. Richardson	- 35,400
			Shirley D. Bowser	- 0

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

			The Bank of New York Company, Inc.	- 93,783,776
			James M. Jenness	- 93,759,190
			William C. Richardson	- 93,759,190
			Shirley D. Bowser	- 93,759,190

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

	William C. Richardson left the office of co-trustee of the Trust on January 31, 2007. On that date, Sterling K. Speirn succeeded Dr. Richardson as a co-trustee of the Trust. Accordingly, as of January 31, 2007, Dr. Richardson ceased to be the beneficial owner of more than five percent of the common stock of Kellogg Company, and as of January 31, 2007 Mr. Speirn became such a beneficial owner. Beginning with the year ending December 31, 2007, Mr. Speirn will report his shareholdings of Kellogg Company in lieu of Dr. Richardson on amendments to this Schedule 13G.

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:

	Not Applicable

Schedule 13G

Issuer: Kellogg Company

Page 9 of 10



Item 9.		Notice of Dissolution of Group:

		Not Applicable

Item 10.		Certifications:

		Not Applicable

Schedule 13G

Issuer: Kellogg Company

Page 10 of 10

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 13, 2007


The Bank of New York, as trustee of the W.K. Kellogg Foundation Trust

By		/s/ Joyce S. Walsh
		Joyce S. Walsh
		Vice President

		James M. Jenness

		/s/ Joyce S. Walsh
		By his attorney in fact, Joyce S. Walsh

		William C. Richardson

		/s/ Joyce S. Walsh
		By his attorney in fact, Joyce S. Walsh

		Shirley D. Bowser

		/s/ Joyce S. Walsh
		By her attorney in fact, Joyce S. Walsh

SCHEDULE 13G

EXHIBIT INDEX


Exhibit No.		Exhibit
Exhibit 24.1		Power of Attorney of James M. Jenness dated February 10, 2006 (incorporated by reference to Exhibit 24.1 to Amendment No. 29 to this Schedule 13G filed on February 13, 2006 (“Amendment No. 29”).

Exhibit 24.2		Power of Attorney of William C. Richardson dated February 10, 2006 (incorporated by reference to Exhibit 24.2 to Amendment No. 29).

Exhibit 24.3		Power of Attorney of Shirley D. Bowser dated February 10, 2006 (incorporated by reference to Exhibit 24.3 to Amendment No. 29).

Exhibit 99.1		Ownership of More Than Five Percent on Behalf of Another Person.

Exhibit 99.2		Agreement Pursuant to Rule 13d-1(k)(1)(iii).

EX-99.1 2 dex991.htm OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Ownership of More Than Five Percent on Behalf of Another Person.

Exhibit 99.1

SCHEDULE 13G

In reply to Item 6 on page 8, as of December 31, 2006, The Bank of New York, James M. Jenness, William C. Richardson and Shirley D. Bowser were trustees of the W. K. Kellogg Foundation Trust (the “Trust”) holding 93,759,190 Shares, or 23.6% 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 23.6% of the Shares outstanding as of December 31, 2006. 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.

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, the Shares reported in this filing.

EX-99.2 3 dex992.htm AGREEMENT PURSUANT TO RULE 13D-1(K)(1)(III). Agreement Pursuant to Rule 13d-1(k)(1)(iii).

Exhibit 99.2

SCHEDULE 13G

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

James M. Jenness

William C. Richardson

Shirley D. Bowser

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