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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 1, 1999
KELLOGG COMPANY
(Exact name of registrant as specified in its charter)
Commission File No.: 1-4171
State of Incorporation: Delaware IRS Employee Indentification 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 on October 1 in the form attached as
Exhibit 99.01.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in the Company's press release constitute "forward
looking statements" under the Private Securities Litigation Reform Act.
Projections related to earnings and profitability involve certain risks and
uncertainties. Actual results may differ materially due to factors such as the
impact of competitive conditions, potential problems in the combination of the
two entities, and other items.
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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/ Alan Taylor
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Vice President-Corporate Controller
Date: October 4, 1999
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.01 Press Release
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EXHIBIT 99.1
[KELLOGG'S NEWS RELEASE LETTERHEAD]
KELLOGG COMPANY ADDS NEW GROWTH OPPORTUNITIES
WITH ACQUISITION OF WORTHINGTON FOODS, INC.
BATTLE CREEK, Mich. -- Kellogg Company announced today that it has reached
an agreement to acquire Worthington Foods, Inc., the world's largest company
devoted solely to the manufacturing and marketing of vegetarian and other
healthful foods. The purchase price is $24 for each of Worthington's
approximately 12.8 million shares outstanding or approximately $310 million.
Kellogg expects to complete the transaction by year end.
Worthington Foods, based in Worthington, Ohio, is expected to have sales
in excess of $170 million this year, more than a 20 percent increase over
1998. Worthington specializes in manufacturing and marketing products in the
high-growth meat alternative category, including veggie burgers and meatless
sausage, chicken, and hot dog products. Its brands include Morningstar
Farms(R), Natural Touch(R), Worthington(R), and Loma Linda(R).
"This acquisition creates a new high-growth earnings stream for Kellogg
Company," said Carlos M. Gutierrez, Kellogg's president and chief executive
officer. "We are committed to expanding this business and building the consumer
base. Worthington leads the meat alternative category in the United States and
we plan to strengthen its leadership position by aggressively investing in new
products, marketing and sales."
Dale E. Twomley, president and chief executive officer of Worthington
Foods, said: "We are pleased to join a company with Kellogg's reputation and
resources. Kellogg and Worthington were both founded on a belief in the value
of a healthy diet, and the two companies share a strong commitment to providing
great-tasting, healthful products that are leaders in their categories.
Becoming a part of Kellogg will greatly accelerate Worthington's growth
potential."
Kellogg Company, with sales of $6.8 billion, is the world's leading
producer of cereal and a leading producer of convenience foods, including
toaster pastries, cereal bars, and frozen waffles.
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