-----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, VSefo+ZQIVtXeN1PPCHGC+AFPrIx1MS7NVk4yihVaShAQ9/Dywtll8Lgo1/X0Ybp VKU7ISO1k8feN7LQUMq4rA== 0000950124-05-002087.txt : 20050331 0000950124-05-002087.hdr.sgml : 20050331 20050331090044 ACCESSION NUMBER: 0000950124-05-002087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050329 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04171 FILM NUMBER: 05716485 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 8-K 1 k93758e8vk.htm CURRENT REPORT, DATED MARCH 29, 2005 e8vk
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 29, 2005

Kellogg Company

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

     
1-4171   38-0710690
(Commission File Number)   (IRS Employer Identification Number)

One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices, Including Zip Code)

269-961-2000
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
SIGNATURES

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement

     On March 29, 2005, Kellogg Company (the “Company”) awarded John A. Bryant 22,800 shares of restricted stock and Jeffrey W. Montie (the “Executives”) 25,100 shares of restricted stock, which generally vest in February 2008. In connection with those awards, the Company entered into letter agreements with the Executives (the “Agreements”) under which the Executives generally agreed not to compete with the Company and its subsidiaries for two years after their voluntary termination of employment; not to solicit employees of the Company and its subsidiaries for two years after their termination of employment; and not to disparage the Company and its subsidiaries, officers, directors and employees. The Company also agreed that the Executives would be eligible to receive the current level of benefits for their positions under the Kellogg Company Severance Benefit Plan in the event the Executive’s employment with the Company is terminated and he is otherwise eligible to receive benefits under the plan.

 

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Kellogg Company
(Registrant)
 		  
Date: March 29, 2005  By:   /s/         Jeffrey M. Boromisa    
    Name:   Jeffrey M. Boromisa   
    Title:   Senior Vice President and
Chief Financial Officer 		  
 

 

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