<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 20 to the Amended and Restated
Schedule 13G)*
Kellogg Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
487836108
----------------------------------------------
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 487836108 13G PAGE 2
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Bank of New York Company, Inc.
I.R.S. 13-2614959
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
A New York Corporation
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 96,776
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
74,695,245
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 50,300
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
71,707,370
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
74,792,021
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
35.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 487836108 13G PAGE 3
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. LaMothe
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
394,267
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
71,729,520
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 393,758
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
71,729,520
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
72,123,787
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
34.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 487836108 13G PAGE 4
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell G. Mawby
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 6,315
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
71,675,220
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 3,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
71,675,220
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
71,681,535
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
34.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 487836108 13G PAGE 5
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William C. Richardson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 200
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
72,036,180
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 200
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
72,036,180
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
72,036,380
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
34.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13G
Issuer: Kellogg Company
Page 6
This Schedule 13G is being filed as Amendment No. 20 to the Schedule 13G
dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C.
Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg
Foundation Trust (the "Trust") with respect to shares of common stock of Kellogg
Company (the "Shares").
This Amendment No. 20 is being filed by The Bank of New York as trustee of
the Trust, on behalf of the Trust and on behalf of itself, William E. LaMothe,
Russell G. Mawby and William C. Richardson, as all of the trustees of the Trust
for the year ending December 31, 1996.
In accordance with Item 101(a)(2)(ii) of Regulation S-T promulgated by the
Securities and Exchange Commission, this Amendment No. 20 restates and amends
the entire text of the Schedule 13G (as amended by Amendments No. 1 through 19
thereto).
The number of shares beneficially owned by each of The Bank of New York and
certain of its affiliates, William E. LaMothe, Russell G. Mawby, and William C.
Richardson, individually, as fiduciary or otherwise, is hereinafter reported.
The number of Shares beneficially owned collectively by such persons is
75,608,063, which is 36.1% of the Shares outstanding. Of this amount 71,675,220
Shares, or 34.2% of the Shares outstanding, represent Shares owned in a
fiduciary capacity on behalf of the Trust. Shares owned in other fiduciary
capacities are noted on Exhibit 1.
Item 1. (a) Name of Issuer:
--------------
Kellogg Company
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
One Kellogg Square
Battle Creek, Michigan 49016-3599
Item 2. (a) Name of Persons Filing:
-----------------------
The Bank of New York Company, Inc.
William E. LaMothe
Russell G. Mawby
William C. Richardson
(b) Address of Principal Business Office:
-------------------------------------
Person Filing Address
------------- -------
The Bank of New York Company, Inc. One Wall Street
New York, NY 10286
William E. LaMothe Heritage Tower, Suite 1701
25 West Michigan Avenue
Battle Creek, Michigan 49017
Russell G. Mawby Heritage Tower, Suite 1701
25 West Michigan Avenue
Battle Creek, Michigan 49017
William C. Richardson W.K. Kellogg Foundation
One Michigan Avenue East
Battle Creek, Michigan 49017
<PAGE>
Schedule 13G
Issuer: Kellogg Company
Page 7
(c) Citizenship:
------------
The Bank of New York Company, Inc. -A New York Corporation
William E. LaMothe -U.S. Citizen
Russell G. Mawby -U.S. Citizen
William C. Richardson -U.S. Citizen
(d) Title of Class of Securities:
-----------------------------
All persons filing - common stock
(e) CUSIP Number:
-------------
All persons filing - 487836108
Item 3. (a) - (h)
This statement is being filed pursuant to Rule 13d-1(c).
Item 4. Ownership:
----------
(a) Amount Beneficially Owned as of December 31, 1996:
--------------------------------------------------
The Bank of New York Company, Inc. -74,792,021
William E. LaMothe -72,123,787
Russell G. Mawby -71,681,535
William C. Richardson -72,036,380
(b) Percent of Class:
-----------------
The Bank of New York Company, Inc. - 35.7%
William E. LaMothe - 34.4%
Russell G. Mawby - 34.2%
William C. Richardson - 34.3%
(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote:
The Bank of New York Company, Inc. 96,776
William E. LaMothe 394,267
Russell G. Mawby 6,315
William C. Richardson 200
(ii) Shared power to vote or to direct the vote:
The Bank of New York Company, Inc. -74,695,245
William E. LaMothe -71,729,520
Russell G. Mawby -71,675,220
William C. Richardson -72,036,180
<PAGE>
Schedule 13G
Issuer: Kellogg Company
Page 8
(iii) Sole power to dispose or to direct the disposition of:
The Bank of New York Company, Inc. - 50,300
William E. LaMothe - 393,758
Russell G. Mawby - 3,600
William C. Richardson - 200
(iv) Shared power to dispose or to direct the disposition of:
The Bank of New York Company, Inc. -71,707,370
William E. LaMothe -71,729,520
Russell G. Mawby -71,675,220
William C. Richardson -72,036,180
Item 5. Ownership of Five Percent or Less of a Class:
---------------------------------------------
Charles H. Ludlow resigned as a co-trustee of the Trust effective
year-end on December 31, 1995. On January 15, 1996, Dr. William C.
Richardson succeeded Mr. Ludlow as a co-trustee of the Trust.
Accordingly, after December 31, 1995, Mr. Ludlow ceased to be the
beneficial owner of more than five percent of the common stock of
Kellogg Company, and as of January 15, 1996, Dr. Richardson became
such a beneficial owner. Beginning with this Amendment number 20 for
the year ending December 31, 1996, Dr. Richardson is reporting his
shareholdings of Kellogg Company as a member of the group set forth
below in Item 8 in lieu of Mr. Ludlow.
As reported in previous amendments to this Schedule 13G, on June 19,
1980, Charles H. Ludlow succeeded William V. Bailey as co-trustee due
to the death of Mr. Bailey on May 5, 1980. Accordingly, beginning with
the year ending December 31, 1980, Mr. Bailey's shareholdings ceased
to be reported on this Schedule 13G and Mr. Ludlow began to report his
shareholdings on this Schedule 13G. On March 19, 1981, Paul H. Smucker
succeeded Lyle C. Roll as co-trustee. Accordingly, beginning with the
year ending December 31, 1981, Mr. Roll's shareholdings ceased to be
reported on this Schedule 13G and Mr. Smucker began to report his
shareholdings on this Schedule 13G. On May 15, 1985, The Bank of New
York succeeded Harris Trust and Savings Bank as corporate trustee.
Accordingly, beginning with the year ending December 31, 1985, the
shareholdings of Harris Trust and Savings Bank ceased to be reported
on this Schedule 13G and The Bank of New York began to report its
shareholdings on this Schedule 13G. On January 15, 1992, William E.
LaMothe succeeded Paul H. Smucker as co-trustee. Accordingly,
beginning with the year ending December 31, 1992, Mr. Smucker's
shareholdings ceased to be reported on this Schedule 13G and Mr.
LaMothe began to report his shareholdings on this Schedule 13G.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
----------------------------------------------------------------
See Exhibit 1
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
----------------------------------------------------------------------
The Bank of New York Company, Inc., a parent holding company, is
filing with respect to its following subsidiaries:
The Bank of New York
One Wall Street
New York, NY 10286
<PAGE>
Schedule 13G
Issuer: Kellogg Company
Page 9
The Bank of New York Trust Company
123 Main Street
White Plains, New York 10601
Item 8. Identification and Classification of Members of the Group:
----------------------------------------------------------
See Exhibits 2 and 3
Item 9. Notice of Dissolution of Group:
-------------------------------
Not Applicable
Item 10. Certification:
--------------
Not Applicable
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: May 6, 1997
The Bank of New York, as trustee of the
W.K. Kellogg Foundation Trust
By /s/ John V. Stenerson
----------------------------------------------------
John V. Stenerson
Vice President
William E. LaMothe
/s/ John V. Stenerson*
--------------------------------------------
By his attorney in fact, John V. Stenerson
Russell G. Mawby
/s/John V. Stenerson**
--------------------------------------------
By his attorney in fact, John V. Stenerson
William C. Richardson
/s/John V. Stenerson***
--------------------------------------------
By his attorney in fact, John V. Stenerson
*Pursuant to Power of Attorney attached as Exhibit 4.1 hereto
**Pursuant to Power of Attorney attached as Exhibit 4.2 hereto
***Pursuant to Power of Attorney attached as Exhibit 4.3 hereto
<PAGE>
FORM 13G
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
Exhibit 1 Ownership of More Than 5 Percent on Behalf of Another Person.
Exhibit 2 Identity of Each Person Filing This Schedule 13G.
Exhibit 3 Agreement Pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 4.1 Power of Attorney of William E. LaMothe
Exhibit 4.2 Power of Attorney of Russell G. Mawby
Exhibit 4.3 Power of Attorney of William C. Richardson
<PAGE>
FORM 13G
Exhibit 1
In reply to Item 6 on page 8, as of the year ending December 31, 1996, The
Bank of New York, William E. LaMothe, Russell G.Mawby and William C. Richardson
were trustees of the Trust holding 71,675,220 Shares, or 34.2% of the Shares
outstanding.
For purposes of this Schedule 13G, The Bank of New York Company, Inc. is
reporting on behalf of its subsidiaries, The Bank of New York and The Bank of
New York Trust Company, which hold Shares for various persons in various
fiduciary capacities. As noted in the preceding paragraph, The Bank of New
York's holdings as trustee of the Trust represent 34.2% of the Shares
outstanding as of the year ending December 31, 1996. Additional Shares reported
on page 2 of this Schedule 13G for The Bank of New York Company, Inc. and its
subsidiaries include Shares held in fiduciary capacities for persons other than
the Trust.
As of the year ending December 31, 1996, William E. LaMothe was co-trustee
with his wife and daughter of the Patricia A. and William E. LaMothe Foundation,
a charitable foundation organized under Michigan law, holding 54,300 Shares.
As of the year ending December 31, 1996, William C. Richardson was
co-trustee with Harris Trust and Savings Bank of the Carrie Staines Kellogg
Trust #5977, holding 360,960 Shares. Dr. Richardson succeeded Russell G. Mawby
as co-trustee of such trust. Accordingly, Dr. Mawby no longer reports Shares
held by this trust for purposes of this Schedule 13G.
W.K. Kellogg Foundation has an interest in Shares held in the Trust and
other persons have interests in the above referred Shares held in other
fiduciary capacities. Except as described hereinabove, no other person is known
to receive or has the power to direct the receipt of dividends from, or the
proceeds from the sale of, Shares reported in this filing.
<PAGE>
FORM 13G
Exhibit 2
In response to the information requested by Item 8 on Page 9, the following
is the identity of each person filing this schedule 13G:
TRUSTEES OF THE W.K. KELLOGG FOUNDATION TRUST
---------------------------------------------
The Bank of New York
William E. LaMothe
Russell G. Mawby
William C. Richardson
Such persons expressly declare that they do not affirm the existence of a
group for purposes other than this joint filing.
<PAGE>
FORM 13G
Exhibit 3
Pursuant to Rule 13d-1(f)(1) each of the persons named below agrees to this
joint filing of Form 13G individually and as a co-trustee of the W.K. Kellogg
Foundation Trust and submits this exhibit as proof of its agreement with the
other persons named below:
The Bank of New York
William E. LaMothe
Russell G. Mawby
William C. Richardson
<PAGE>
Exhibit 4.1
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS, that the undersigned, WILLIAM E. LaMOTHE,
hereby constitutes and appoints each of NEWTON P.S. MERRILL, JOHN V. STENERSON
and CHRISTINE BRECK-PETTERSSON of The Bank of New York, as his true and lawful
attorneys-in-fact to:
(1) execute for and on behalf of the undersigned all Schedules and other
statements and amendments thereto required to be filed under Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;
(2) execute for and on behalf of the undersigned Foms 3, 4 and 5 required
to be filed under Section 16(a) of the Exchange Act and the rules
thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any
such Schedule or Form referred to above and the timely filing of such
Schedule or Form with the United States Securities and Exchange
Commission ("SEC") and any other authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such an attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her
discretion.
The powers granted above may be exercised by such attorneys-in-fact on
behalf of the undersigned individually or on behalf of the undersigned in any
fiduciary or representative capacity in which the undersigned may be acting.
The powers granted above may be exercised by any one of such
attorneys-in-fact acting alone.
The undersigned grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to be done by
virtue hereof, including but not limited to any filing with the SEC of any
Schedule or Form referred to above and any agreement to file a single Schedule
13D or 13G in
<PAGE>
accordance with Regulation (S)240.13d-1(f). The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below
and shall continue in full force and effect as long as the undersigned shall be
subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed by the
undersigned is filed with the SEC expressly revoking this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed on this 21st day of February, 1995.
/s/ William E. LaMothe
-----------------------------
William E. LaMothe
REVOCATION OF PRIOR POWERS OF ATTORNEY
--------------------------------------
The undersigned revokes the Power of Attorney executed on November 18,
1992 appointing Douglas F. Adams as the undersigned's attorney-in-fact. Such
revocation shall be effective upon filing this instrument with the SEC.
/s/ William E. LaMothe
-----------------------------
William E. LaMothe
<PAGE>
STATE OF MICHIGAN )
)
COUNTY OF CALHOUN )
I, Janice Slingerlind, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that WILLIAM E. LaMOTHE, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that such person signed,
sealed and delivered said instrument as his free and voluntary act, for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this 21st day of February, 1995.
/s/ Janice Slingerlind
------------------------------
Notary Public
My Commission Expires: March 26, 1996 .
----------------
<PAGE>
Exhibit 4.2
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS, that the undersigned, RUSSELL G. MAWBY,
hereby constitutes and appoints each of NEWTON P.S. MERRILL, JOHN V. STENERSON
and CHRISTINE BRECK-PETTERSSON of The Bank of New York, as his true and lawful
attorneys-in-fact to:
(1) execute for and on behalf of the undersigned all Schedules and other
statements and amendments thereto required to be filed under Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;
(2) execute for and on behalf of the undersigned Forms 3, 4 and 5 required
to be filed under Section 16(a) of the Exchange Act and the rules
thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any
such Schedule or Form referred to above and the timely filing of such
Schedule or Form with the United States Securities and Exchange
Commission ("SEC") and any other authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such an attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her
discretion.
The powers granted above may be exercised by such attorneys-in-fact on
behalf of the undersigned individually or on behalf of the undersigned in any
fiduciary or representative capacity in which the undersigned may be acting.
The powers granted above may be exercised by any one of such
attorneys-in-fact acting alone.
The undersigned grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to be done by
virtue hereof, including but not limited to any filing with the SEC of any
Schedule or Form referred to above and any agreement to file a single Schedule
13D or 13G in
<PAGE>
accordance with Regulation (S)240.13d-1(f). The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below
and shall continue in full force and effect as long as the undersigned shall be
subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed by the
undersigned is filed with the SEC expressly revoking this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed on this 21st day of February, 1995.
\s\ Russell G. Mawby
-------------------------
Russell G. Mawby
REVOCATION OF PRIOR POWERS OF ATTORNEY
--------------------------------------
The undersigned revokes (i) the Power of Attorney executed on November
18, 1992 appointing Douglas F. Adams as the undersigned's attorney-in-fact, and
(ii) the Power of Attorney executed on April 29, 1991 appointing Douglas F.
Adams, Albert T. Tarantola, J. Joseph Veranth and Thomas H. Yancey as the
undersigned's attorneys-in-fact. Such revocations shall be effective upon
filing this instrument with the SEC.
\s\ Russell G. Mawby
-------------------------------
Russell G. Mawby
<PAGE>
STATE OF MICHIGAN )
)
COUNTY OF CALHOUN )
I, Janice Slingerlind, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that RUSSELL G. MAWBY, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that such person signed, sealed
and delivered said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
GIVEN under my hand and notarial seal this 21st day of February, 1995.
\s\ Janice Slingerlind
-----------------------------
Notary Public
My Commission Expires: March 26, 1996.
----------------
<PAGE>
Exhibit 4.3
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS that the undersigned, WILLIAM C.
RICHARDSON, hereby constitutes and appoints each of NEWTON P.S. MERRILL, JOHN V.
STENERSON and CHRISTINE BRECK-PETTERSSON of The Bank of New York, and LARRY D.
BERNING and PAUL A. SVOBODA of Sidley & Austin, as his true and lawful
attorneys-in-fact to:
(1) execute for and on behalf of the undersigned all Schedules and other
statements and amendments thereto required to be filed under Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder;
(2) execute for and on behalf of the undersigned Forms 3, 4 and 5 required
to be filed under Section 16(a) of the Exchange Act and the rules
thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any
such Schedule or Form referred to above and the timely filing of such
Schedule or Form with the United States Securities and Exchange
Commission ("SEC") and any other authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such an attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her
discretion.
The powers granted above may be exercised by such attorneys-in-fact on
behalf of the undersigned individually or on behalf of the undersigned in any
fiduciary or representative capacity in which the undersigned may be acting.
The powers granted above may be exercised by any one of such
attorneys-in-fact acting alone.
The undersigned grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to be done by
virtue hereof, including but not limited to any filing with the SEC of any
Schedule or Form referred to above and any agreement to file a single Schedule
13D or 13G in
<PAGE>
accordance with Regulation (S)240.13d-1(f). The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below
and shall continue in full force and effect as long as the undersigned shall be
subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or
until such earlier date on which written notification executed by the
undersigned is filed with the SEC expressly revoking this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed on this 19th day of January, 1996.
\s\William C. Richardson
-----------------------------------
William C. Richardson
<PAGE>
STATE OF MICHIGAN )
)
COUNTY OF CALHOUN )
I, Pamela D. Hurley, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that WILLIAM C. RICHARDSON, personally known to me
to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that such person signed,
sealed and delivered said instrument as his free and voluntary act, for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this 19th day of January, 1996.
\s\Pamela D. Hurley
----------------------------
Notary Public
My Commission Expires: July 22, 1996.
