SC 13G/A 1 l86827asc13ga.txt KELLOGG COMPANY/GEORGE GUND III SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 22)* KELLOGG COMPANY --------------- (NAME OF ISSUER) COMMON STOCK ------------ (Title of Class of Securities) 487836 10 8 ----------- (CUSIP Number) *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 the 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). 2 CUSIP No. 487836 10 8 13G Page 2 of 4 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) George Gund III ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------------------- 5 SOLE VOTING POWER 224,000 NUMBER OF ---------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 41,354,147 REPORTING ---------------------------------------------------- PERSON WITH 7 SOLE DISPOSITIVE POWER -0- ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 10,480,492 ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,578,147 ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.3% ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN The filing of this statement shall not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of all of the securities covered by this statement. ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 TEXT OF SCHEDULE 13G AMENDMENT NO. 22 ITEM 1(a). Name of Issuer: Kellogg Company ITEM 1(b). Address of Issuer's Principal Executive Offices: 235 Porter Street, Battle Creek, Michigan 49106 ITEM 2(a). Name of Person Filing: George Gund III ITEM 2(b). Address of Principal Business Office, or, if none, Residence: 39 Mesa Street, Suite 300, The Presidio, San Francisco, California 94129 ITEM 2(c). Citizenship: U.S.A. ITEM 2(d). Title of Class of Securities: Common Stock ITEM 2(e). CUSIP Number: 487836 10 8 ITEM 3. Not applicable. ITEM 4. Ownership: (a) Amount Beneficially Owned: 41,578,147 (b) Percent of Class: 10.3% (c) Number of shares as to which such persons has: (i) sole power to vote or to direct the vote: 224,000 (ii) shared power to vote or to direct the vote: 41,354,147** (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 10,480,492** 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: Yes. Key Trust Company of Ohio, N.A., as Trustee of certain trusts. 4 ITEM 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: Not applicable. ITEM 8. Identification and classification of members of the group: Not applicable. ITEM 9. Notice of dissolution of group: Not applicable. ITEM 10. Certification: Not applicable. The filing of this statement shall not be construed as an admission that the reporting person is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of all of the securities covered by this statement. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. **Note: The numbers of shares noted in Items 4(c)(ii) and 4(c)(iv) includes 7,163,800 shares held by a nonprofit foundation of which the reporting person is one of seven trustees and one of eleven members, as to which shares any beneficial ownership is hereby disclaimed. Dated: February 27, 2001 /s/ George Gund III -- ------------------- GEORGE GUND III