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As filed with the Securities and Exchange Commission on January 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KELLOGG COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 38-0710690
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
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One Kellogg Square
Battle Creek, Michigan 49016
(616) 961-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Richard M. Clark
Senior Vice President, General Counsel and Secretary
Kellogg Company
One Kellogg Square
Battle Creek, Michigan 49016
(616) 961-2181
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Edward S. Best
Mayer, Brown & Platt
190 South La Salle Street
Chicago, Illinois 60603
(312) 782-0600
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities................. $200,000,000 100% $200,000,000 $59,000
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</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
constituting part of this Registration Statement also relates to $200,000,000
aggregate principal amount of debt securities registered by the Registrant under
the Securities Act of 1933 in Registration Statement No. 33-49875.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 15, 1998
KELLOGG COMPANY
DEBT SECURITIES
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Kellogg Company (the "Company" or "Kellogg") has registered with the
Securities and Exchange Commission (the "Commission") $400,000,000 principal
amount of its debt securities, consisting of notes and/or debentures denominated
in United States dollars or any other currency or currency unit, to be offered
from time to time in one or more series, on terms to be determined at or prior
to the time of sale (the "Debt Securities"). The Prospectus Supplement
accompanying this Prospectus sets forth, with respect to the particular series
of Debt Securities for which this Prospectus and the Prospectus Supplement are
being delivered, the specific title, the aggregate principal amount, the
authorized denominations, the currency of issue and payment, the initial public
offering price, the maturity, the interest rate or rates (which may be either
fixed or variable), if any, and/or method of determination thereof, the time of
payment of any interest, any redemption, extension or early repayment terms, any
provision for mandatory or voluntary sinking fund payments, the net proceeds to
the Company and other specific terms relating to such series of Debt Securities.
The Debt Securities may be issued in registered form or bearer form with
coupons attached, or both. In addition, all or a portion of the Debt Securities
of a series may be issued in temporary or permanent global form. Debt Securities
in bearer form are offered only to non-United States persons and to offices
located outside the United States of certain United States financial
institutions. See "Description of Debt Securities."
The Company may sell the Debt Securities to or through underwriters, and
also may sell the Debt Securities directly to other purchasers or through
agents. See "Plan of Distribution." In addition, the Debt Securities may be sold
to dealers who may later resell to investors at the applicable price to the
public set forth in the Prospectus Supplement relating to a particular series of
Debt Securities. If any agents of the Company, or any underwriters, are involved
in the sale of any Debt Securities, the names of such agents or underwriters and
any applicable commissions or discounts will be set forth in the accompanying
Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1998.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, WITH RESPECT TO PARTICULAR DEBT SECURITIES, THE PROSPECTUS
SUPPLEMENT RELATING THERETO, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE DEBT SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at its
principal office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's Regional Offices at Seven World
Trade Center, New York, New York 10048 and at Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained
upon written request addressed to the Commission, Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates, or from the Commission's Internet website at
http://www.sec.gov. Reports, proxy statements and other information concerning
the Company may also be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act, with respect to the Debt
Securities offered hereby. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the content of any
contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the Registration
Statement, which may be inspected and copied in the manner and at the sources
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the Company
are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-4171); and
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. All information appearing in this Prospectus is qualified in
its entirety by the information and financial statements (including the notes
thereto) appearing in the documents incorporated by reference herein. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in any subsequently
filed document which also is or is deemed to be incorporated by reference
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herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents described above (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in such documents) which
have been or may be incorporated by reference in this Prospectus. Requests
should be addressed to Richard M. Clark, Senior Vice President, General Counsel
and Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49016
(Telephone: (616) 961-2181).
THE COMPANY
Kellogg Company and its subsidiaries are engaged in the manufacture and
marketing of ready-to-eat cereal and other convenience food products on a
worldwide basis. The principal products of the Company are ready-to-eat cereals
and other convenience food products which are manufactured in 19 countries and
distributed in nearly 160 countries. Ready-to-eat cereals are marketed under the
KELLOGG'S(R) name and are sold principally to the grocery trade through direct
sales forces for resale to consumers and through broker and distribution
arrangements in less developed market areas. In addition to ready-to-eat
cereals, the Company produces and distributes toaster pastries, frozen waffles,
crispy marshmallow squares, bagels, and cereal bars. The Company also markets
several other convenience food products in various locations throughout the
world.
Kellogg Company was incorporated in Delaware in 1922 as the successor to
Kellogg Toasted Corn Flake Company which had been incorporated in Michigan in
1906. As used herein and in the Prospectus Supplement, the term "Company" or
"Kellogg" refers to Kellogg Company and its consolidated subsidiaries, unless
otherwise indicated or unless the context otherwise requires. The Company's
principal business offices are located at One Kellogg Square, Battle Creek,
Michigan 49016; the telephone number is (616) 961-2000.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement or Prospectus
Supplements, the net proceeds to be received by the Company from the sale of the
Securities will be used for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company and its subsidiaries, whether or not consolidated, for the
nine-month period ended September 30, 1997 and for each of the years in the
five-year period ended December 31, 1996. For the purposes of computing the
ratio of earnings to fixed charges, fixed charges consist of interest expense
plus interest capitalized and that portion (one third) of rental expenses
considered to be interest. Earnings are computed by adding fixed charges except
interest capitalized to earnings before income taxes. A statement setting forth
the computation of the ratio of earnings to fixed charges is filed as an exhibit
to the Registration Statement of which this Prospectus is a part.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------------------------
1997 1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C> <C>
9.4 11.4 10.8 18.3 19.5 23.5
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued in one or more series under an
indenture, dated as of August 1, 1993 (the "Indenture"), between the Company and
Harris Trust and Savings Bank, as trustee (the "Trustee"). A copy of the
Indenture is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part.
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The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indenture, including the definitions
therein of certain terms. Wherever particular sections, articles or defined
terms of the Indenture are referred to herein, such sections, articles or
defined terms shall be as specified in the Indenture. Certain defined terms in
the Indenture are capitalized herein.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities of any series may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Company. The Indenture does not limit the amount of other
indebtedness or securities which may be issued by the Company. All Debt
Securities will be unsecured and will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement for the following and other
possible terms of each series of offered Debt Securities (the "Offered Debt
Securities") in respect of which this Prospectus is being delivered: (i) the
title of the Offered Debt Securities; (ii) any limit upon the aggregate
principal amount of the Offered Debt Securities; (iii) the percentage of their
principal amount at which the Offered Debt Securities will be offered; (iv) the
date or dates on which the principal of the Offered Debt Securities will be
payable; (v) the rate or rates (or manner of calculation thereof), if any, at
which the Offered Debt Securities will bear interest, the date or dates from
which any such interest will accrue and on which such interest will be payable,
and, with respect to Offered Debt Securities in registered form, the record date
for the interest payable on any interest payment date; (vi) the place or places
where the principal of and interest, if any, on the Offered Debt Securities will
be payable; (vii) if other than the principal amount thereof, the portion of the
principal amount of the Offered Debt Securities which will be payable upon the
maturity thereof (whether at the stated maturity date, upon acceleration or
otherwise); (viii) any mandatory or optional sinking fund provisions; (ix) any
redemption, repurchase and/or call provisions (whether at the option of the
Company, the holders thereof or any other designated person) applicable to the
Offered Debt Securities; (x) whether the Offered Debt Securities will be
issuable in registered or bearer form or both, any restrictions applicable to
the offer, sale or delivery of the Offered Debt Securities in bearer form and
whether and the terms upon which Offered Debt Securities in bearer form will be
exchangeable for Offered Debt Securities in registered form and vice versa; (xi)
whether and under what circumstances the Company will pay additional amounts on
the Offered Debt Securities held by a person who is not a U.S. person (as
defined in the Indenture) in respect of taxes or similar charges withheld or
deducted and, if so, whether the Company will have the option to redeem such
Offered Debt Securities rather than pay such additional amounts; (xii) any
provisions relating to the conversion of the Offered Debt Securities into Debt
Securities of a different series; (xiii) the currency or currency unit in which
the Offered Debt Securities are issued or payable (and, if such currency or
currency unit is other than U.S. dollars, certain other terms relating to such
Offered Debt Securities, including the authorized denominations); (xiv) whether
the Offered Debt Securities will be represented by a single global note
registered in the name of a depository's nominee and, if so, the method of
transferring beneficial interests in the global note; and (xv) any additional
provisions or other special terms not inconsistent with the provisions of the
Indenture, including any terms which may be required by or advisable under
United States laws or regulations or advisable in connection with the marketing
of the Offered Debt Securities. (Section 2.3) To the extent not described
herein, principal and interest, if any, will be payable, and the Offered Debt
Securities will be transferable, in the manner described in the Prospectus
Supplement relating to such series. "Principal" when used herein includes, when
appropriate, the premium, if any, on the Debt Securities.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable thereto will be described in
the Prospectus Supplement or Prospectus Supplements relating to any such series
of Debt Securities.
Principal and interest will be payable, and the Debt Securities will be
transferable or exchangeable, at the office or offices or agency maintained by
the Company for such purposes, provided that payment of interest on any
registered Debt Securities may be made, if so provided for in such Debt
Securities, at the option of the
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Company by check mailed to the registered holders. Interest on registered Debt
Securities will be payable on any interest payment date to the persons in whose
name the Debt Securities are registered at the close of business on the record
date with respect to such interest payment date.
The Debt Securities may be issued in registered form or bearer form or both
as specified in the terms of the series. Additionally, the Debt Securities may
be represented by a single global note registered in the name of a depository's
nominee and, if so represented, beneficial interests in such global note will be
shown on, and transfers thereof will be effected only through, records
maintained by a designated depository and its participants.
To the extent set forth in the Prospectus Supplement or Prospectus
Supplements accompanying this Prospectus, interest on Debt Securities in bearer
form will be payable only against presentation and surrender of the coupons for
the interest installments evidenced thereby as they mature at a paying agency of
the Company located outside of the United States and its possessions. (Sections
3.1 and 3.2.) The Company will maintain such an agency for a period of two years
after the principal of such Debt Securities has become due and payable. During
any period thereafter for which it is necessary in order to conform to United
States tax laws or regulations, the Company will maintain a paying agent outside
of the United States and its possessions to which such Debt Securities and
coupons related thereto may be presented for payment and will provide the
necessary funds therefor to such paying agent upon reasonable notice. (Section
3.2.)
Debt Securities in bearer form and any coupons will be transferable by
delivery. (Section 2.8.)
If appropriate, material Federal income tax consequences applicable to a
series of Debt Securities will be described in the Prospectus Supplement
relating thereto.
The Debt Securities offered hereby will be issued in denominations of
$1,000 or any whole multiple of $1,000 or the equivalent thereof in foreign
denominated currency or currency units, unless otherwise specified in the
Prospectus Supplement. No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.8)
EXCHANGE OF SECURITIES
Registered Debt Securities may be exchanged for an equal aggregate
principal amount of registered Debt Securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender of
the registered Debt Securities at an agency of the Company maintained for such
purpose and upon fulfillment of all other requirements of such agent. (Section
2.8.)
To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer Debt Securities of the same series and date of maturity in
such authorized denominations as may be requested upon surrender of the bearer
Debt Securities with all unpaid coupons relating thereto at an agency of the
Company maintained for such purposes and upon fulfillment of all other
requirements of such agent. (Section 2.8.) The terms of a series of Debt
Securities will normally not permit registered Debt Securities to be exchanged
for bearer Debt Securities.
CERTAIN COVENANTS OF THE COMPANY
The Company will covenant that, so long as any of the Debt Securities
remain outstanding, the Company will not, nor will it permit any Restricted
Subsidiary (as defined below) to, issue, assume or guarantee any indebtedness
for money borrowed (herein referred to as "Debt") if such Debt is secured by a
mortgage (as defined in the Indenture) upon any Principal Property (as defined
below) or on any shares of stock or indebtedness of any Restricted Subsidiary
(whether such Principal Property, shares of stock or indebtedness are now owned
or hereafter acquired) without in any such case effectively providing that the
Debt Securities (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Restricted Subsidiary
ranking equally with the Debt Securities and then existing or thereafter
created) shall be secured equally and ratably with such Debt so long as such
Debt shall be so secured, except that the
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foregoing restriction shall not apply to (i) mortgages on property, shares of
stock or indebtedness (herein referred to as "property") of any corporation
existing at the time such corporation becomes a Restricted Subsidiary; (ii)
mortgages on property existing at the time of acquisition thereof or mortgages
to secure all or part of the purchase price of such property or to secure Debt
incurred prior to, at the time of, or within 360 days after, the acquisition,
completion of construction or commencement of commercial operation of such
property for the purpose of financing the purchase price of such property or
construction or improvements thereon, provided that the mortgage shall not apply
to property theretofore owned by the Company or any Restricted Subsidiary other
than real property substantially unimproved for the use intended by the Company
or such Restricted Subsidiary; (iii) mortgages on property of a Restricted
Subsidiary securing Debt owing to the Company or another Restricted Subsidiary;
(iv) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company or a Restricted
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation or firm as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary, provided that any such
mortgages do not affect property theretofore owned by the Company or such
Restricted Subsidiary; (v) mortgages on property owned or leased by the Company
or a Restricted Subsidiary in favor of the United States of America, any State,
any other country, or any political subdivision thereof or in favor of the
holders of securities issued by any such entity, pursuant to any contract or
statute (including mortgages to secure Debt of the pollution control or
industrial revenue bond type) or to secure any indebtedness incurred for the
purpose of financing all or any part of the purchase price or the cost of
construction of the property subject to such mortgages; (vi) mortgages existing
at the date of the Indenture; (vii) certain landlords' liens; (viii) mortgages
to secure partial, progress, advance or other payments or any Debt incurred for
the purpose of financing all or part of the purchase price or cost of
construction, development or substantial repair, alteration or improvement of
the property subject to such mortgage if the commitment for such financing is
obtained within one year after completion of or the placing into operation of
such constructed, developed, repaired, altered or improved property; (ix)
mortgages arising in connection with contracts with or made at the request of
the United States of America, any State, or any department, agency or
instrumentality of any of the foregoing; (x) mechanics' and similar liens
arising in the ordinary course of business in respect of obligations not due or
being contested in good faith; (xi) mortgages arising from deposits with or the
giving of any form of security to any governmental authority required as a
condition to the transaction of business or exercise of any privilege, franchise
or license; (xii) mortgages for taxes, assessments or governmental charges or
levies which, if delinquent, are being contested in good faith; (xiii) mortgages
(including judgment liens) arising from legal proceedings being contested in
good faith; or (xiv) any extension, renewal or replacement (or successive
extensions, renewals, or replacements) in whole or in part of any mortgage
referred to in the foregoing clauses (i) to (xiii), inclusive.
Notwithstanding the above, the Company and one or more Restricted
Subsidiaries may, without securing the Debt Securities, issue, assume or
guarantee secured Debt which would otherwise be subject to the foregoing
restrictions, provided that after giving effect thereto the aggregate amount of
such Debt then outstanding (not including secured Debt permitted under the
foregoing exceptions) at such time does not exceed 10% of the Consolidated Net
Tangible Assets (as defined in the Indenture) of the Company as calculated on
the basis of its latest quarterly financial statements preceding the date of
such determination. (Section 3.6.)
The Company will covenant that it will not enter, nor will it permit any
Restricted Subsidiary to enter, into a sale and leaseback transaction of any
Principal Property (except for temporary leases for a term of not more than
three years and except for leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries) unless (a) the Company or such
Restricted Subsidiary would be entitled to issue, assume or guarantee Debt
secured by the property involved at least equal in amount to the Attributable
Debt (as defined below) in respect of such transaction without equally and
ratably securing the Debt Securities (provided that such Attributable Debt shall
thereupon be deemed to be Debt subject to the provisions of the preceding
paragraph), or (b) an amount in cash equal to such Attributable Debt is applied
to the retirement (other than any mandatory retirement) of long-term
non-subordinated Debt of the Company or long-term Debt of a Restricted
Subsidiary. Attributable Debt is defined as the present value (discounted at an
appropriate rate) of the obligation of a lessee for rental payments during the
remaining term of any lease. (Section 3.7.)
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If upon any consolidation or merger of the Company or any Restricted
Subsidiary with or into any other corporation, or upon any sale, conveyance or
lease of substantially all the properties of the Company or any Restricted
Subsidiary, any Principal Property or any shares of stock or indebtedness of any
Restricted Subsidiary which is owned immediately after such event by the Company
or a Restricted Subsidiary would thereupon become subject to any mortgage,
pledge, security interest or other lien or encumbrance, the Company, prior to or
concurrently with such event, will effectively provide that the Debt Securities
shall be secured (equally and ratably with, if the Company shall determine, any
other indebtedness of or guaranteed by the Company or a Restricted Subsidiary
ranking equally with the Debt Securities) by a direct lien on such Principal
Property, shares of stock or indebtedness, prior to all liens other than any
theretofore existing thereon, so long as such Principal Property, shares of
stock or indebtedness shall be subject to such mortgage, security interest,
pledge, lien or encumbrance. (Section 9.2.)
The term "Subsidiary" is defined to mean any corporation which is
consolidated in the Company's accounts and any corporation of which at least a
majority of the outstanding stock having voting power under ordinary
circumstances to elect a majority of the board of directors of said corporation
is at the time owned or controlled by the Company or by the Company and one or
more Subsidiaries or by one or more Subsidiaries. The term "Restricted
Subsidiary" is defined to mean any Subsidiary (i) substantially all the property
of which is located within the continental United States of America, (ii) which
owns a Principal Property and (iii) in which the Company's investment exceeds 1%
of the consolidated assets of the Company as shown on its latest quarterly
financial statements; provided, however, that the term "Restricted Subsidiary"
does not include any Subsidiary which is principally engaged in certain types of
leasing and financing activities. The term "Principal Property" is defined to
mean any manufacturing plant or facility which is located within the continental
United States of America and is owned by the Company or any Restricted
Subsidiary, unless the Board of Directors of the Company (or any duly authorized
committee thereof) by resolution declares that such plant or facility, together
with all other plants and facilities previously so declared, is not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety. (Section 1.1.)
There are no covenants or other provisions which would offer protection to
securityholders in the event of a highly leveraged transaction, rating downgrade
or similar occurrence.
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities will be
defined as being: default for 30 days in payment of interest on any Debt
Security of that series; default in payment of principal (or premium, if any) on
any Debt Security of that series as and when the same becomes due either upon
maturity, upon redemption (for any sinking fund payment or otherwise), by
declaration or otherwise; default by the Company in the performance of any of
the other covenants or agreements in the Indenture relating to Debt Securities
of that series which shall not have been remedied within a period of 90 days
after notice by the Trustee or holders of at least 25% in aggregate principal
amount of the Debt Securities of that series then outstanding; certain events of
bankruptcy, insolvency or reorganization of the Company or any other Event of
Default provided in the supplemental indenture or resolution of the board of
directors under which such series of Debt Securities is issued or in the form of
Security for such series. (Section 5.1.) Additional Events of Default may be
prescribed for the benefit of holders of certain series of Debt Securities
which, if prescribed, will be described in the Prospectus Supplement relating to
such Debt Securities. The Indenture provides that the Trustee shall, with
certain exceptions, notify the holders of Debt Securities of each series of
Events of Default known to it and affecting that series within 90 days after the
occurrence thereof. (Section 5.11.)
The Indenture provides that if an Event of Default with respect to any
series of Debt Securities shall have occurred and be continuing, either the
Trustee or the holders of at least 25% in aggregate principal amount of Debt
Securities of that series then outstanding may declare the principal amount (or,
if the Debt Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all the Debt Securities of that series to be due and payable
immediately, but upon certain conditions such declaration may be annulled and
past defaults (except, unless theretofore cured, a default in payment of
principal of or interest or premium on Debt Securities of that series) may be
waived by
7
<PAGE> 9
the holders of a majority in principal amount of the Debt Securities of that
series then outstanding. (Sections 5.1 and 5.10.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default with respect to any series of Debt
Securities shall occur and be continuing, the Trustee shall be under no
obligation to exercise any of the rights or powers in the Indenture at the
request or direction of any of the holders of that series, unless such holders
shall have offered to the Trustee reasonable security or indemnity. (Sections
6.1 and 6.2.) Subject to such provisions for security or indemnification and
certain limitations contained in the Indenture, the holders of a majority in
principal amount of the Debt Securities of each series affected by an Event of
Default and then outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee under
the Indenture or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of that series. (Section 5.9.) The Indenture
requires the annual filing by the Company with the Trustee of a certificate as
to compliance with certain covenants contained in the Indenture. (Section 4.3.)
No holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such holder shall have previously given the Trustee written
notice of an Event of Default with respect to Debt Securities of that series and
unless also the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the holders of a majority
in aggregate principal amount of the outstanding Debt Securities of that series
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days. However, any right of a holder of any Debt
Security to receive payment of the principal of (and premium, if any) and any
interest on such debt Security on or after the due dates expressed in such Debt
Security and to institute suit for the enforcement of any such payment on or
after such dates shall not be impaired or affected without the consent of such
holder. (Sections 5.6 and 5.7.)
SATISFACTION AND DISCHARGE OF INDENTURE
The Indenture with respect to any series (except for certain specified
surviving obligations including, among other things, the Company's obligation to
pay the principal of and interest on the Debt Securities of such series) will be
discharged and cancelled upon the satisfaction of certain conditions, including
the payment of all the Debt Securities of such series or the deposit with the
Trustee of cash or appropriate government obligations or a combination thereof
sufficient for such payment or redemption in accordance with the Indenture and
the terms of the Debt Securities of such series. (Section 10.1)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debt Securities of each series at the time outstanding,
to execute supplemental indentures adding any provisions to, or changing in any
manner or eliminating any of the provisions of, the Indenture or any
supplemental indenture with respect to the Debt Securities of such series or
modifying in any manner the rights of the holders of the Debt Securities of such
series; provided that no such supplemental indenture may, among other things,
(i) extend the final maturity of any Debt Security, or reduce the rate or extend
the time of payment of any interest thereon, or reduce the principal amount
thereof, premium thereon, or reduce any amount payable upon any redemption
thereof, without the consent of the holder of each Debt Security so affected, or
(ii) reduce the aforesaid percentage of Debt Securities of such series, the
consent of the holders of which is required for any such supplemental indenture,
without the consent of the holders of all Debt Securities of such series then
outstanding. (Section 8.2.)
CONCERNING THE TRUSTEE
The Company maintains customary banking relationships with Harris Trust and
Savings Bank, the Trustee under the Indenture.
8
<PAGE> 10
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933, as amended (the "Act"). Any such
underwriter or agent will be identified, and any such compensation received from
the Company will be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain parties to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Parties with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such parties must be approved by the
Company. The obligations of any purchaser under any such contract will be
subject to the condition that the purchase of the Debt Securities shall not at
the time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject. The underwriters and such other agents will not have
any responsibility in respect of the validity or performance of such contracts.
The Company has not determined whether or not it will list any of the
offered Debt Securities on a national securities exchange. Additionally, the
Company has not been advised by any underwriters that they intend to make a
market in offered Debt Securities. No assurances can be given as to the
liquidity of, or trading markets for, any offered Debt Securities.
LEGAL OPINIONS
Certain legal matters in connection with the Debt Securities offered hereby
will be passed upon for the Company by Richard M. Clark, Senior Vice President,
General Counsel and Secretary of the Company. Certain legal matters in
connection with the Debt Securities offered hereby will be passed upon for any
underwriters by Mayer, Brown & Platt, 190 South La Salle Street, Chicago,
Illinois, 60603.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
9
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are estimated to be:
Securities and Exchange Commission Registration Fee...... $ 59,000
*Printing and Engraving Fees and Expenses................. 25,000
*Trustee's Fees and Expenses.............................. 10,000
*Rating Agency Fees....................................... 110,000
*Accounting Fees and Expenses............................. 35,000
*Legal Fees and Expenses.................................. 10,000
*Blue Sky Fees and Expenses............................... 5,000
*Miscellaneous Expenses................................... 21,000
--------
Total................................................ $275,000
- -------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law contains provisions
under which corporations organized thereunder are permitted or required in
certain circumstances to indemnify directors, officers and others against
certain liabilities, and are permitted to maintain insurance to cover such
liabilities against which such corporations may not directly indemnify such
persons. The Restated Certificate of Incorporation, as amended, and Bylaws of
the Registrant grant indemnification to such persons to the extent permitted by
Delaware law and authorize the purchase of such insurance. The Registrant
maintains policies of indemnity insurance for its directors and officers.
Reference is made to Section 8 of the form of Underwriting Agreement filed
as Exhibit 1.1 which provides for indemnification in certain circumstances by
each Underwriter or Agent, as the case may be, to the Registrant, its directors
and officers and to each person, if any, who controls the Registrant.
ITEM 16. EXHIBITS.
1.1 Form of Underwriting Agreement (Incorporated by reference to
Exhibit 1(a) to Registrant's Registration Statement on Form
S-3 (File No. 33-20731))
4.1 Form of Indenture between the Company and Harris Trust and
Savings Bank (Incorporated by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form S-3 (File No.
33-49875))
4.2 Form of Debt Security (Incorporated by reference to Exhibit
4.4 to Registrant's Registration Statement on Form S-3 (File
No. 33-49875))
5.1 Opinion of Richard M. Clark, Esq., as to the validity of the
Securities
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Richard M. Clark (included in Exhibit 5.1)
25.1 Form T-1 Statement of Eligibility of Harris Trust and
Savings Bank
II-1
<PAGE> 12
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (other than as
provided in the proviso and instructions to Item 512(a) of Regulation S-K) (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement,
unless the information required to be included in such post-effective amendment
is contained in a periodic report filed by Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, and herein incorporated by
reference; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted against the Registrant by such officer, director or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
or not such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
II-2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Battle Creek, Michigan on the 13th day of
January 1998.
KELLOGG COMPANY
By ARNOLD G. LANGBO
------------------------------------
Arnold G. Langbo
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE DATE CAPACITY
--------- ---- --------
<C> <C> <S>
ARNOLD G. LANGBO January 13, 1998 Chairman of the Board, President
- ------------------------------------------------ and Chief Executive Officer;
Arnold G. Langbo (Principal Executive Officer)
JOHN R. HINTON January 13, 1998 Senior Vice
- ------------------------------------------------ President-Administration and Chief
John R. Hinton Financial Officer; (Principal
Financial Officer)
ALAN TAYLOR January 13, 1998 Corporate Controller (Principal
- ------------------------------------------------ Accounting Officer)
Alan Taylor
DR. BENJAMIN S. CARSON January 13, 1998 Director
- ------------------------------------------------
Dr. Benjamin S. Carson
January , 1998 Director
- ------------------------------------------------
Carleton S. Fiorina
January , 1998 Director
- ------------------------------------------------
Claudio X. Gonzalez
January , 1998 Director
- ------------------------------------------------
Gordon Gund
WILLIAM E. LAMOTHE January 13, 1998 Director
- ------------------------------------------------
William E. LaMothe
DR. RUSSELL G. MAWBY January 13, 1998 Director
- ------------------------------------------------
Dr. Russell G. Mawby
ANN MCLAUGHLIN January 13, 1998 Director
- ------------------------------------------------
Ann McLaughlin
</TABLE>
II-3
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE DATE CAPACITY
--------- ---- --------
<C> <C> <S>
J. RICHARD MUNRO January 13, 1998 Director
- ------------------------------------------------
J. Richard Munro
HAROLD A. POLING January 13, 1998 Director
- ------------------------------------------------
Harold A. Poling
DR. WILLIAM C. RICHARDSON January 13, 1998 Director
- ------------------------------------------------
Dr. William C. Richardson
DONALD RUMSFELD January 13, 1998 Director
- ------------------------------------------------
Donald Rumsfeld
DR. JOHN L. ZABRISKIE January 13, 1998 Director
- ------------------------------------------------
Dr. John L. Zabriskie
</TABLE>
II-4
<PAGE> 15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
1.1 Form of Underwriting Agreement (Incorporated by reference to
Exhibit 1(a) to Registrant's Registration Statement on Form
S-3 (File No. 33-20731))
4.1 Form of Indenture between the Company and Harris Trust and
Savings Bank (Incorporated by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form S-3 (File No.
33-49875))
4.2 Form of Debt Security (Incorporated by reference to Exhibit 4.4
to Registrant's Registration Statement on Form S-3 (File No.
33-49875))
5.1 Opinion of Richard M. Clark, Esq., as to the validity of the
Securities
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Richard M. Clark (included in Exhibit 5.1)
25.1 Form T-1 Statement of Eligibility of Harris Trust and
Savings Bank
<PAGE> 1
EXHIBIT 5.1
January 15, 1998
Kellogg Company
One Kellogg Square
Battle Creek, Michigan 49016-3599
Re: Registration Statement on Form S-3
Dear Sirs:
This refers to the Registration Statement on Form S-3 (the
"Registration Statement") being filed on January 15, 1998 by Kellogg Company
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), with respect to the
shelf registration of $200,000,000 aggregate principal amount of the Company's
debt securities (the "Debt Securities"). The Debt Securities are to be issued
under an indenture (the "Indenture"), to be entered into between the Company
and Harris Trust and Savings Bank, as trustee.
I or counsel under my general supervision have participated in the
preparation of the Registration Statement and the Indenture and am familiar
with the proceedings to date with respect to the proposed issuance and sale of
the Debt Securities and have examined such records, documents and matters of
law and satisfied myself as to such matters of fact as I have considered
relevant for the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware.
2. The Company has corporate power to execute and
deliver the Indenture and to authorize and sell the Debt Securities.
3. The Indenture has been duly authorized by the Company
and, when executed and delivered on behalf of the Company, will be a
legal and binding agreement of the Company, enforceable against the
Company in accordance with its terms (except as may be limited by
bankruptcy, insolvency, reorganization or other laws relating to the
enforcement of creditors' rights or by general principles of equity).
4. The Debt Securities will be legally issued and binding
obligations of the Company (except as may be limited by bankruptcy,
insolvency, reorganization or other laws relating to the
enforcement of creditors' rights or by general principles of equity)
when (i) the Indenture has been duly executed and delivered by the
Company and the trustee thereunder, (ii) the Registration Statement, as
finally amended (including all necessary post-effective amendments),
shall have become effective under the Act and the Indenture shall have
been qualified under the Trust Indenture Act of 1939, as amended, (iii)
the Company's Board of Directors or a duly authorized committee thereof
shall have duly adopted final resolutions authorizing the issuance and
sale of the Debt Securities as contemplated by the Registration
Statement and the Indenture and the proper officers shall have taken
any and all action required or deemed necessary by them pursuant to
such resolutions and (iv) the Debt Securities shall have been duly
executed and authenticated as provided in the Indenture and such
resolutions and shall have been duly delivered to the purchasers
thereof against payment of the agreed consideration therefor.
I am admitted to the bar of the State of New York and I express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York, the laws of the United States and the corporate laws of the State of
Delaware.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and being named under the caption "Legal Opinions".
Very truly yours,
/s/ Richard M. Clark
<PAGE> 1
EXHIBIT 12.1
KELLOGG COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -----------------------------------------------
SEPT. 30, 1997 1996 1995 1994 1993 1992
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS BEFORE INCOME
TAXES $822.7 $859.9 $796.0 $1,130.0 $1,034.1 $1,070.4
-------------------------------------------------------------------
FIXED CHARGES:
Interest expense 80.1 65.6 62.6 45.4 33.3 29.2
Capitalized interest 7.0 3.8 7.2 6.9 7.1 4.4
Portions of rental expense
representing interest 9.5 12.6 10.7 12.5 15.0 13.7
-------------------------------------------------------------------
TOTAL FIXED CHARGES (B) 96.6 82.0 80.5 64.8 55.4 47.3
-------------------------------------------------------------------
EARNINGS BEFORE INCOME
TAXES AND FIXED CHARGES
(EXCLUDING CAPITALIZED
INTEREST) (A) $912.3 $938.1 $869.3 $1,187.9 $1,082.4 $1,113.3
-------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED
CHARGES (A/B) 9.4 11.4 10.8 18.3 19.5 23.5
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statements on Form S-3 of our report
dated January 31, 1997, which appears on page 28 of the 1996 Annual Report to
Shareholders of Kellogg Company, which is incorporated by reference in Kellogg
Company's Annual Report on Form 10-K for the year ended December 31, 1996. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 11 of such Annual Report of Form
10-K. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ PRICE WATERHOUSE LLP
Battle Creek, Michigan
January 15, 1997
<PAGE> 1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
<TABLE>
<S> <C>
ILLINOIS 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
111 WEST MONROE STREET, CHICAGO, ILLINOIS 60603
(Address of principal executive offices)
CAROLYN POTTER, HARRIS TRUST AND SAVINGS BANK,
311 WEST MONROE STREET, CHICAGO, ILLINOIS, 60606
312-461-2531 PHONE 312-461-3525 FACSIMILE
(Name, address and telephone number for agent for service)
KELLOGG COMPANY
(Name of obligor)
<TABLE>
<S> <C>
DELAWARE 38-0710690
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016
(Address of principal executive offices)
DEBT SECURITIES
(Title of indenture securities)
<PAGE> 2
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of Governors
of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence
business and to exercise corporate trust powers was filed in
connection with the Registration Statement of Louisville Gas and
Electric Company, File No. 2-44295, and is incorporated herein by
reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Commercial Federal Corporation,
File No. 333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the
Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising or
examining authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 13th day of January, 1998.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. Potter
------------------------------
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. Potter
------------------------------
C. Potter
Assistant Vice President
2
<PAGE> 4
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1997, as published in accordance
with a call made by the State Banking Authority and by the Federal Reserve
Bank of the Seventh Reserve District.
HARRIS BANK LOGO
HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1997, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner
of Banks and Trust Companies of the State of Illinois and by the Federal
Reserve Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and
coin............................................ $ 1,188,709
Interest bearing balances....................... $ 550,173
Securities:.................................................
a. Held-to-maturity securities $ 0
b. Available-for-sale securities $ 3,685,983
Federal funds sold and securities purchased under
agreements to resell $ 396,400
Loans and lease financing receivables:
Loans and leases, net of unearned income........ $ 8,401,048
LESS: Allowance for loan and lease losses...... $107,180
-----------
Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b)..... $ 8,293,868
Assets held in trading accounts............................. $ 98,368
Premises and fixed assets (including capitalized leases).... $ 213,612
Other real estate owned..................................... $ 778
Investments in unconsolidated subsidiaries and associated
companies................................................... $ 86
Customer's liability to this bank on acceptances
outstanding................................................. $ 41,205
Intangible assets........................................... $ 283,839
Other assets................................................ $ 603,886
-----------
TOTAL ASSETS $15,356,907
===========
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C>
LIABILITIES
Deposits:
In domestic offices......................................... $ 8,374,055
Non-interest bearing................................ $2,770,029
Interest bearing.................................... $5,604,026
In foreign offices, Edge and Agreement subsidiaries,
and IBF's................................................... $ 1,991,659
Non-interest bearing................................ $27,364
Interest bearing.................................... $1,964,295
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased & securities sold under agreements
to repurchase.............................................. $ 2,549,328
Trading Liabilities 62,186
Other borrowed money:.........................................
a. With remaining maturity of one year or less $ 630,911
b. With remaining maturity of more than one year $ 0
Bank's liability on acceptances executed and outstanding $ 41,205
Subordinated notes and debentures............................. $ 325,000
Other liabilities............................................. $ 132,188
--------------------------------------
TOTAL LIABILITIES $14,106,532
======================================
EQUITY CAPITAL
Common stock.................................................. $ 100,000
Surplus....................................................... $ 600,853
a. Undivided profits and capital reserves.................... $ 553,257
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................ ($3,735)
--------------------------------------
TOTAL EQUITY CAPITAL $ 1,250,375
======================================
Total liabilities, limited-life preferred stock, and equity
capital....................................................... $15,356,907
======================================
</TABLE>
I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
10/29/97
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and, to the best of
our knowledge and belief, has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and the Commissioner of Banks and Trust Companies of the State of Illinois and
is true and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
JAMES J. GLASSER
Directors.
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