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
OCTOBER 26, 2000
(Date of Earliest Event Reported)
KELLOGG COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-4171 38-0710690
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) Number)
ONE KELLOGG SQUARE, BATTLE CREEK, MICHIGAN 04916-3599
(Address of principal executive offices, including Zip Code)
(616) 961-2000
(Registrant's telephone number, including area code)
<PAGE>
Item 5 - Other Events.
On October 26, 2000, Kellogg Company ("Kellogg") announced that
Kellogg, Keebler Foods Company ("Keebler") and Flowers Industries, Inc.
("Flowers") had entered into certain agreements which provide for Kellogg to
acquire Keebler through cash mergers with each of Keebler and Flowers, the
majority stockholder of Keebler, and for Flowers to make a pro rata distribution
to its shareholders, immediately prior to completion of the mergers, of its
bakery operations. These agreements include (1) a distribution agreement dated
as of October 26, 2000 between Flowers and Flowers Foods, Inc., a wholly owned
subsidiary of Flowers ("Flowers Foods"), pursuant to which the assets and
liabilities comprising Flowers' bakery operations will be assigned to, and
assumed by, Flowers Foods and the common stock of Flowers Foods will be
distributed pro rata to Flowers shareholders, (2) an agreement and plan of
restructuring and merger dated as of October 26, 2000 between Kellogg and
Flowers pursuant to which Kansas Merger Subsidiary, Inc., a newly formed wholly
owned subsidiary of Kellogg, will be merged with and into Flowers (the "Flowers
Merger Agreement") and (3) an agreement and plan of merger dated as of October
26, 2000 between Kellogg and Keebler pursuant to which FK Acquisition Corp., a
newly formed wholly owned subsidiary of Flowers, will be merged with and into
Keebler (the "Keebler Merger Agreement"). In connection with the foregoing
transactions, Kellogg and Flowers entered into a voting agreement dated as of
October 26, 2000 (the "Voting Agreement" and collectively with the Distribution
Agreement, the Flowers Merger Agreement and the Keebler Merger Agreement, the
"Agreements") whereby Flowers executed a written consent to vote its shares of
Keebler common stock in favor of the Keebler Merger Agreement and against any
competing business combination, and to grant an irrevocable proxy to Kellogg in
support of its agreements in the Voting Agreement.
The Agreements and the press release announcing the entering into of
the Agreements are attached hereto as exhibits and are incorporated herein by
reference. The foregoing descriptions of the Agreements are qualified in their
entirety by reference to the attached exhibits.
Item 7(c) - Exhibits.
2.1 Agreement and Plan of Restructuring and
Merger dated as of October 26, 2000
between Flowers Industries, Inc., Kellogg
Company and Kansas Merger Subsidiary, Inc.
2.2 Agreement and Plan of Merger dated as of
October 26, 2000 between Keebler Foods
Company, Kellogg Company and FK Acquisition
Corp.
10.1 Distribution Agreement dated as of October
26, 2000 between Flowers Industries, Inc.
and Flowers
-2-
<PAGE>
Foods, Inc.
10.2 Voting Agreement dated as of October 26,
2000 between Flowers Industries, Inc. and
Kellogg Company.
99.1 Press Release Kellogg Company, dated
October 26, 2000.
-3-
<PAGE>
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
(Registrant)
Date: November 6, 2000 By: /s/ Janet L. Kelly
---------------------------
Name: Janet L. Kelly
Title: Executive Vice President -
Corporate Development,
General Counsel and
Secretary
-4-
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Restructuring and
Merger dated as of October 26, 2000
between Flowers Industries, Inc., Kellogg
Company and Kansas Merger Subsidiary, Inc.
2.2 Agreement and Plan of Merger dated as of
October 26, 2000 between Keebler Foods
Company, Kellogg Company and FK Acquisition
Corp.
10.1 Distribution Agreement dated as of October
26, 2000 between Flowers Industries, Inc.
and Flowers Foods, Inc.
10.2 Voting Agreement dated as of October 26,
2000 between Flowers Industries, Inc. and
Kellogg Company.
99.1 Press Release Kellogg Company, dated
October 26, 2000.
