<PAGE> 1
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): September 4, 1996
KELLOGG COMPANY
(Exact name of registrant as specified in its charter)
Commission File No: 1-4171
State of Incorporation: Delaware IRS Employee Identification No: 38-0710690
One Kellogg Square
Battle Creek, MI 49016-3599
(Address of primary executive offices, including zip code)
Registrant's telephone number, including area code: 616/961-2000
<PAGE> 2
Item 5: Other Events
The Company issued a press release today in the form attached as Exhibit 99.01.
<PAGE> 3
Item 7: Financial Statements and Exhibits:
(c) Exhibits
<TABLE>
<CAPTION>
Paper (P) or
Exhibit No. Exhibit Electronic (E)
<S> <C> <C>
99.01 Press Release dated September 4, 1996 E
</TABLE>
<PAGE> 4
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
By: /s/ John R. Hinton
--------------------------------------
(Principal Financial Officer)
Senior Vice President - Administration
Chief Financial Officer
By: /s/ Alan Taylor
--------------------------------------
(Principal Accounting Officer)
Vice President and Corporate Controller
Date: September 5, 1996
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAPER(P) OR
EXHIBIT NO. DESCRIPTION ELECTRONIC(E)
<S> <C> <C>
99.01 Press Release dated September 4, 1996 E
</TABLE>
<PAGE> 1
EXHIBIT 99.01
[KELLOGG'S LOGO] NEWS RELEASE
FOR RELEASE: September 4, 1996
CONTACT: Richard E. Lovell
(616) 961-3799
- -------------------------------------------------------------------------------
KELLOGG COMPANY MAKES EARNINGS PER SHARE PROJECTION
BATTLE CREEK, MICH. -- Kellogg Company announced today that it expects
earnings per share for the quarter ending September 30, 1996, will be about 20
percent below the $1.05 per share earned in the third quarter of 1995. Kellogg
anticipates that earnings per share will return to growth in the fourth
quarter, but that full-year EPS will be less than the $3.48 earned in 1995.
Results and projections exclude the impact of non-recurring events.
"For more than two years, Kellogg Company has been committed to the
reduction of inefficient promotion spending in the U.S. ready-to-eat cereal
category and, in 1996, we have substantially reduced cereal prices and further
reduced promotion spending," said Arnold G. Langbo, chairman of the board and
chief executive officer. "We continue to believe this is the best long-term
strategy to deliver more value for consumers, promote category growth, and
achieve superior returns for Kellogg stockholders.
"It is clear, however, that our third quarter performance is being
influenced negatively by competitive promotion activity in the U.S. cereal
category. We will continue to direct our efforts away from deep price
promotion; however, we are unwilling to see our leadership position
compromised," Langbo advised. "Our fourth quarter results will be influenced
significantly by competitive conditions in the category at that time."
The foregoing projections of market conditions, profitability, and
earnings per share are forward-looking statements which involve risks and
uncertainties. Actual results may differ materially due to the impact of the
company's pricing and marketing strategies on sales; actual trade and consumer
participation in promotional programs; competitive response; actual worldwide
volumes and product mix; and raw material price and labor cost fluctuations.
- 30 -
- -------------------------------------------------------------------------------
Corporate Affairs Division - Kellogg Company - One Kellogg Square -
P.O. Box 3599 - Battle Creek, MI 49016-3599