Schedule 13G Amendment No. 31

-----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, HmYGVDWqNFd2rxY9LY3hHxwWlwV0609MorkRvi7wA+aksRhUUhtVULTly2rpV9yV XBpveOSvmqe7ukZzDkZHJQ== 0001193125-08-029094.txt : 20080213 0001193125-08-029094.hdr.sgml : 20080213 20080213142750 ACCESSION NUMBER: 0001193125-08-029094 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: JAMES M. JENNESS GROUP MEMBERS: SHIRLEY D. BOWSER GROUP MEMBERS: STERLING K. SPEIRN GROUP MEMBERS: THE BANK OF NEW YORK 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: 08603635 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 Mellon CORP CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE WALL STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: ONE WALL STREET CITY: NEW YORK STATE: NY ZIP: 10286 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 31 Schedule 13G Amendment No. 31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 31)*

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 9 pages


1		NAME OF REPORTING PERSON The Bank of New York Mellon Corporation
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 1,710,583
		6 SHARED VOTING POWER 91,999,407
		7 SOLE DISPOSITIVE POWER 2,143,717
		8 SHARED DISPOSITIVE POWER 92,022,433


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,203,912
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* HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108						Page 3 of 9 pages


1		NAME OF REPORTING PERSON The Bank of New York
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 77,753
		6 SHARED VOTING POWER 91,858,390
		7 SOLE DISPOSITIVE POWER 85,385
		8 SHARED DISPOSITIVE POWER 91,868,486


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,953,871
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.0%
12	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108						Page 4 of 9 pages


1		NAME OF REPORTING PERSON 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 954,086
		6 SHARED VOTING POWER 91,858,390
		7 SOLE DISPOSITIVE POWER 944,472
		8 SHARED DISPOSITIVE POWER 91,858,390


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,812,476
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.2%
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 Sterling K. Speirn
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 3,188
		6 SHARED VOTING POWER 92,294,190
		7 SOLE DISPOSITIVE POWER 781
		8 SHARED DISPOSITIVE POWER 92,294,190


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,297,378
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.1%
12	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108						Page 6 of 9 pages


1		NAME OF REPORTING PERSON 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 91,858,390
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 91,858,390


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,858,390
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.0%
12	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Schedule 13G

Issuer: Kellogg Company

Page 7 of 9

This Schedule 13G is being filed as Amendment No. 31 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. 31 is being filed by The Bank of New York Mellon Corporation as parent holding company for The Bank of New York, by The Bank of New York as trustee of the Trust, on behalf of the Trust and on behalf of itself, James M. Jenness, Sterling K. Speirn and Shirley D. Bowser, as all of the trustees of the Trust as of December 31, 2007.

The number of Shares beneficially owned by each of The Bank of New York Mellon Corporation and certain of its affiliates (including The Bank of New York), James M. Jenness, Sterling K. Speirn and Shirley D. Bowser, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 95,596,986, which is 23.9% of the Shares outstanding. Of this amount 91,858,390 Shares, or 23.0% 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 James M. Jenness includes 897,043 Shares that Mr. Jenness may acquire within 60 days of December 31, 2007 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for Sterling K. Speirn includes 781 Shares that Mr. Speirn may acquire within 60 days of December 31, 2007 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 Mellon Corporation

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

(b)

Address of Principal Business Office:

Person Filing

The Bank of New York Mellon Corp.

Address

One Wall Street

New York, NY 10286

The Bank of New York

One Wall Street

New York, NY 10286

James M. Jenness

One Kellogg Square

P. O. Box 3599

Battle Creek, Michigan 49016

Sterling K. Speirn

One Michigan Avenue East

Battle Creek, Michigan 49017

Shirley D. Bowser

One Michigan Avenue East

Battle Creek, Michigan 49017

(c)

Citizenship:

The Bank of New York Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

-A New York Corporation

-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).

Schedule 13G

Issuer: Kellogg Company

Page 8 of 9

Item 4.

Ownership:

(a)

Amount Beneficially Owned as of December 31, 2007:

The Bank of New York Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

94,203,912

91,953,871

92,812,476

92,297,378

91,858,390

(b)

Percent of Class:

The Bank of New York Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

23.6%

23.0%

23.2%

23.1%

23.0%

(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 Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

1,710,583

77,753

954,086

3,188

(ii)

Shared power to vote or to direct the vote:

The Bank of New York Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

91,999,407

91,858,390

92,294,190

91,858,390

(iii)

Sole power to dispose or to direct the disposition of:

The Bank of New York Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

2,143,717

85,385

944,472

781

(iv)

Shared power to dispose or to direct the disposition of:

The Bank of New York Mellon Corp.

The Bank of New York

James M. Jenness

Sterling K. Speirn

Shirley D. Bowser

92,022,433

91,868,486

91,858,390

92,294,190

91,858,390

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 is reporting 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 Mellon Corporation, a parent holding company, is filing with respect to its subsidiaries, including The Bank of New York.

Item 8.

Identification and Classification of Members of the Group:

Not Applicable

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 13, 2008


The Bank of New York Mellon Corporation

By		/s/ David Belsterling
		David Belsterling
		First Vice President
		Attorney-in-Fact for
		The Bank of New York Mellon Corporation

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

Sterling K. Speirn

/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 Sterling K. Speirn dated January 24, 2007.

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-24.2 2 dex242.htm POWER OF ATTORNEY Power of Attorney

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, STERLING K. SPEIRN, hereby constitutes and appoints each of KEVIN J. BANNON, PATRICK VATEL, CLAUDIA D. WARD, JOYCE S. WALSH and GLENN V. GRILLO of The Bank of New York, and LARRY D. BERNING and PAUL A. SVOBODA of Sidley Austin 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 24^th day of January, 2007.

/s/ Sterling K. Speirn

Sterling K. Speirn


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Nancy J. Sobol, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that STERLING K. SPEIRN, 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 24^th day of January, 2007.

/s/ Nancy J. Sobol

Notary Public

My Commission Expires: 2/15/08.

EX-99.1 3 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, as of December 31, 2007, The Bank of New York, James M. Jenness, Sterling K. Speirn and Shirley D. Bowser were trustees of the W. K. Kellogg Foundation Trust (the “Trust”) holding 91,858,390 Shares, or 23.0% of the Shares outstanding.

For purposes of this Schedule 13G, The Bank of New York Mellon Corporation is reporting on behalf of its subsidiaries, including The Bank of New York, 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 23.0% of the Shares outstanding as of December 31, 2007. Additional Shares reported on page 2 of this Schedule 13G for The Bank of New York Mellon Corporation and its subsidiaries include Shares held in fiduciary capacities for persons other than the Trust.

As of the year ending December 31, 2007, Sterling K. Speirn was a co-trustee of the Carrie Staines Trust #5977, holding 435,800 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, the Shares reported in this filing.

EX-99.2 4 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 Mellon Corporation

				The Bank of New York

				James M. Jenness

				Sterling K. Speirn

				Shirley D. Bowser

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