KELLOGG CO
8-K, 1996-06-10
GRAIN MILL PRODUCTS
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                       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): June 10, 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
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Item 5:    Other Events

The Company issued a press release today announcing price reductions
averaging 19 percent on brands comprising about two-thirds of Kellogg's
U.S. cereal business, in the form attached as Exhibit 99.01. The earnings
per share projections contained therein are forward-looking statements
which involve risks and uncertainties.  Actual results may differ
materially due to the impact of the price reduction on volumes and on
promotions, competitive response, as well as general economic and market
conditions, actual worldwide volumes and product mix, the levels of
worldwide spending on advertising and promotion, and other general and
administrative costs, raw material price and labor cost fluctuations, and
the level of stock repurchases.
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Item 7:  Financial Statements and Exhibits:

         (c) Exhibits

                                                                   Paper (P) or
             Exhibit No.    Exhibit                               Electronic (E)

             99.01          Press Release dated June 10, 1996           E

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                                   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
                                        -------------------------------------
                                        John R. Hinton
                                        (Principal Financial Officer)
                                        Senior Vice President - Administration
                                        Chief Financial Officer

                                     By:/s/ Alan Taylor
                                        -------------------------------------
                                        Alan Taylor
                                        (Principal Accounting Officer)
                                        Vice President and Corporate Controller

Date:  June 10, 1996

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                                                                   EXHIBIT 99.01

                                                      June 10, 1996
                                                      Richard E. Lovell
                                                      Kellogg Company
                                                      (616) 961-3799
        
                                                      Maria Papa or Paul Thomas
                                                      Hill and Knowlton, Inc.
                                                      (212) 885-0459 or 0491


                       KELLOGG USA SLASHES CEREAL PRICES
               WITH CUTS AS HIGH AS 27 PERCENT ON LEADING BRANDS

     BATTLE CREEK, MICH -- Strongly committed to delivering "The Best to You
Each Morning"(R) by providing the highest quality and the most value, market
leader Kellogg USA announced price reductions, effective today, averaging 19
percent on brands comprising about two-thirds of its U.S. cereal business.

     Prices to retailers of many of Kellogg's most popular brands have been
slashed deeply, including reductions of 18 percent on Kellogg's Frosted
Flakes(R), 22 percent on Kellogg's(R) Frosted Mini-Wheats(R) and 27 percent on
Kellogg's(R) Froot Loops(R).

     Today's reductions are in addition to reductions earlier this year on
Kellogg's(R) Low Fat Granola and Kellogg's(R) Raisin Bran cereals.  For
Kellogg's(R) Raisin Bran, the nation's favorite high-fiber cereal, the total
price reduction this year is 26 percent.

     Today's announcement continues the leadership and determination of Kellogg
Company to respond to consumer expectations.  More than two years ago, the
company initiated major changes in the U.S. cereal category by reducing
inefficient price-promotion spending and freezing its cereal prices.

     "Consumers want lower prices and purchase incentives," said Arnold G.
Langbo, Kellogg Company chairman of the board and chief executive officer.
"Kellogg has listened and is responding.  The outcome will be a big win for
consumers and for the company."

     "Our commitment to value leadership, the success of our company-wide
cost-reduction initiatives, and major gains in price-promotion efficiencies
have led to these substantial price decreases,"  Langbo said.

     "Just as importantly," Langbo continued, "Kellogg Company reaffirms its
commitment to deliver the highest quality in every spoonful.  Today's
announcement underscores our long-term strategy of providing the very best
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products at very competitive prices.

     "Coupons and other purchase incentives will continue to be an important
part of our business," Langbo said.  "However, we recognize the problems in a
system where only two percent of coupons printed are actually redeemed.  By
being more selective in couponing with fewer coupons targeted more efficiently,
Kellogg will deliver far more consumer value."

     Because on-the-shelf prices are set by individual retailers, Kellogg
anticipates that consumers will see the new lower prices within the next few
weeks.

     Based primarily on the impact of price reductions and U.S. competitive
conditions, the company estimates that earnings per share for the second
quarter, which ends June 30, will be about 45 cents, compared to 77 cents in
1995.  However, Kellogg projects that full-year earnings per share will be
about the same as last year and that the company will return to double-digit
EPS growth in the years ahead.  EPS amounts exclude non-recurring charges.

     Kellogg Company is the world's leading producer of ready-to-eat cereal
products.  Twelve of the 15 most popular cereal products in the world come from
Kellogg.


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