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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
KELLOGG COMPANY
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
487836 10 8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
*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).
Page 1 of 4 pages
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CUSIP No. 487836 10 8 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGE GUND III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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5 SOLE VOTING POWER
112,000
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 25,133,200
OWNED BY --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON --------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
7,349,546
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,245,200
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
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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.
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
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SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
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TEXT OF SCHEDULE 13G
AMENDMENT NO. 16
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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: 1821 Union Street, San Francisco,
California 94123
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: 25,245,200
(b) Percent of Class: 11.4%
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote:
112,000
(ii) shared power to vote or to direct the vote:
25,133,200**
(iii) sole power to dispose or direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: 7,349,546**
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. Society National Bank, as
Trustee of certain trusts.
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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 number of shares noted in Items 4(c)(ii) and 4(c)(iv) includes
6,291,200 shares held by a nonprofit foundation of which the reporting
person is one of five trustees and one of nine members, as to which
shares any beneficial ownership is hereby disclaimed.
Dated: February 7, 1995 /s/ George Gund III
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GEORGE GUND III
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