<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to
Rules 13d-1(b), (c) and (d) and Amendments Thereto
Filed Pursuant to Rule 13d-2(b)
(Amendment No. 22)*
Kellogg Company
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
487836108
- -------------------------------------------------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] Rule 13d-1(d)
* 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 in 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>
13G
CUSIP NO.487836108 Page 2 of 10 pages
---------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON.
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
The Bank of New York Company, Inc.
(I.R.S. 13-2614959)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
A New York Corporation
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 212,332
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
137,643,866
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 171,492
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
136,155,240
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
137,856,198
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
34.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
HC
- ------------------------------------------------------------------------------
<PAGE>
13G
CUSIP NO.487836108 Page 3 of 10 pages
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Arnold G. Langbo
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 1,459,327
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
136,159,785
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,459,327
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
136,159,785
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
137,619,112
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
34.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
- ------------------------------------------------------------------------------
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
- ------------------------------------------------------------------------------
CUSIP NO.487836108 Page 4 of 10 pages
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
William C. Richardson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 2,459
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
136,857,560
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 400
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
136,857,560
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
136,860,019
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
33.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
- ------------------------------------------------------------------------------
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13G
- ------------------------------------------------------------------------------
CUSIP NO.487836108 Page 5 of 10 pages
---------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Jonathan T. Walton
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
136,135,640
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
136,135,640
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
136,135,640
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
33.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13G
Issuer: Kellogg Company
Page 6 of 10
This Schedule 13G is being filed as Amendment No. 22 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. 22 is being filed by The Bank of New York as trustee of
the Trust, on behalf of the Trust and on behalf of itself, Arnold G. Langbo,
William C. Richardson and Jonathan T. Walton, as all of the trustees of the
Trust for the year ending December 31, 1998.
The number of shares beneficially owned by each of The Bank of New York and
certain of its affiliates, Arnold G. Langbo, William C. Richardson and Jonathan
T. Walton, individually, as fiduciary or otherwise, is hereinafter reported. The
number of Shares beneficially owned collectively by such persons is 140,064,049,
which is 34.6% of the Shares outstanding. Of this amount 136,135,640 Shares, or
33.6% 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 99.1.
The number of reported Shares for Arnold G. Langbo includes 1,229,231
Shares that Mr. Langbo may acquire within 60 days of December 31, 1998 by
exercising options granted to him under the Kellogg Company Key Employee
Incentive Plan.
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.
Arnold G. Langbo
William C. Richardson
Jonathan T. Walton
(b) Address of Principal Business Office:
-------------------------------------
Person Filing Address
------------- -------
The Bank of New York Company, Inc. One Wall Street
New York, NY 10286
Arnold G. Langbo One Kellogg Square
P. O. Box 3599
Battle Creek, Michigan 49016
William C. Richardson W.K. Kellogg Foundation
One Michigan Avenue East
Battle Creek, Michigan 49017
Jonathan T. Walton 37 Warner Rd.
Grosse Pointe Farms,
Michigan 48236
<PAGE>
Schedule 13 G
Issuer: Kellogg Company
Page 7 of 10
(c) Citizenship:
------------
The Bank of New York Company, Inc. -A New York Corporation
Arnold G. Langbo -U.S. Citizen
William C. Richardson -U.S. Citizen
Jonathan T. Walton -U.S. Citizen
(d) Title of Class of Securities:
-----------------------------
All persons filing - common stock
(e) CUSIP Number:
-------------
All persons filing - 487836108
Item 3. (a) - (j)
This statement is being filed pursuant to Rule 13d-1(d).
Item 4. Ownership:
----------
(a) Amount Beneficially Owned as of December 31, 1997:
--------------------------------------------------
The Bank of New York Company, Inc. -137,856,198
Arnold G. Langbo -137,619,112
William C. Richardson -136,860,019
Jonathan T. Walton -136,135,640
(b) Percent of Class:
-----------------
The Bank of New York Company, Inc. - 34.0%
Arnold G. Langbo - 34.0%
William C. Richardson - 33.8%
Jonathan T. Walton - 33.6%
(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. 212,332
Arnold G. Langbo 1,459,327
William C. Richardson 2,459
Jonathan T. Walton 0
(ii) Shared power to vote or to direct the vote:
The Bank of New York Company, Inc. -137,643,866
Arnold G. Langbo -136,159,785
William C. Richardson -136,857,560
Jonathan T. Walton -136,135,640
<PAGE>
Schedule 13 G
Issuer: Kellogg Company
Page 8 of 10
(iii) Sole power to dispose or to direct the disposition of:
The Bank of New York Company, Inc. - 171,492
Arnold G. Langbo - 1,459,327
William C. Richardson - 400
Jonathan T. Walton - 0
(iv) Shared power to dispose or to direct the disposition of:
The Bank of New York Company, Inc. -136,155,240
Arnold G. Langbo -136,159,785
William C. Richardson -136,857,560
Jonathan T. Walton -136,135,640
Item 5. Ownership of Five Percent or Less of a Class:
---------------------------------------------
William E. LaMothe resigned as a co-trustee of the Trust effective
January 30, 1998. On that same date, Arnold G. Langbo succeeded Mr.
LaMothe as a co-trustee of the Trust. Accordingly, as of January 30,
l998, Mr. LaMothe ceased to be the beneficial owner of more than five
percent of the common stock of Kellogg Company, and as of January 30,
1998 Mr. Langbo became such a beneficial owner. Beginning with this
Amendment number 22 for the year ending December 31, 1998, Mr. Langbo
is reporting his shareholdings of Kellogg Company as a member of the
group set forth below in item 8 in lieu of Mr. LaMothe.
Dr. Russell G. Mawby also resigned as a co-trustee of the Trust
effective January 30, 1998. On that same date, Jonathan T. Walton
succeeded Dr. Mawby as a co-trustee of the Trust. Accordingly, as of
January 30, l998, Dr. Mawby ceased to be the beneficial owner of more
than five percent of the common stock of Kellogg Company, and as of
January 30, 1998 Mr. Walton became such a beneficial owner. Beginning
with this Amendment number 22 for the year ending December 31, 1998,
Mr. Walton is reporting his shareholdings of Kellogg Company as a
member of the group set forth below in item 8 in lieu of Dr. Mawby.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
----------------------------------------------------------------
See Exhibit 99.1
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
The Bank of New York Trust Company
123 Main Street
White Plains, New York 10601
<PAGE>
Schedule 13 G
Issuer: Kellogg Company
Page 9 of 10
Item 8. Identification and Classification of Members of the Group:
----------------------------------------------------------
See Exhibits 99.2 and 99.3
Item 9. Notice of Dissolution of Group:
-------------------------------
Not Applicable
Item 10. Certification:
--------------
Not Applicable
<PAGE>
Schedule 13G
Issuer: Kellogg Company
Page 10 of 10
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: February 12, 1999
The Bank of New York, as trustee of the
W.K. Kellogg Foundation Trust
By: /s/Edward F. Rieger
---------------------
Edward F. Rieger
Vice President
Arnold G. Langbo
/s/Edward F. Rieger
-------------------
By his attorney in fact, Edward F. Rieger
William C. Richardson
/s/Edward F. Rieger
-------------------
By his attorney in fact, Edward F. Rieger
Jonathan T. Walton
/s/Edward F. Rieger
-------------------
By his attorney in fact, Edward F. Rieger
<PAGE>
FORM 13G
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
Exhibit 24.1 Power of Attorney of Arnold G. Langbo dated November 12,
1998.
Exhibit 24.2 Power of Attorney of William C. Richardson dated December 2,
1998.
Exhibit 24.3 Power of Attorney of Jonathan T. Walton dated January 30,
1998.
Exhibit 99.1 Ownership of More Than 5 Percent on Behalf of Another
Person.
Exhibit 99.2 Identity of Each Person Filing This Schedule 13G.
Exhibit 99.3 Agreement Pursuant to Rule 13d-1(k)(1)(iii).
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS that the undersigned, ARNOLD G. LANGBO,
hereby constitutes and appoints each of NEWTON P.S. MERRILL, JOHN V. STENERSON
and EDWARD F. RIEGER 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 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.
<PAGE>
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 12th day of November, 1998.
/s/Arnold G. Langbo
------------------------------
Arnold G. Langbo
-2-
<PAGE>
STATE OF MICHIGAN )
)
COUNTY OF CALHOUN )
I, Ginger R.C. Kamps, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that ARNOLD G. LANGBO, 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 12th day of November, 1998.
/s/Ginger R.C. Kamps
------------------------------
Notary Public
My Commission Expires: 10/23/99.
-3-
<PAGE>
Exhibit 24.2
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 EDWARD F. RIEGER 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 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.
<PAGE>
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 2nd day of December, 1998.
/s/William C. Richardson
------------------------------
William C. Richardson
REVOCATION OF PRIOR POWER OF ATTORNEY
-------------------------------------
The undersigned revokes the Power of Attorney executed on January 19,
1996 appointing Christine Breck-Pettersson as the undersigned's attorney in
fact. Such revocation shall be effective upon filing this instrument with the
SEC.
/s/William C. Richardson
------------------------------
William C. Richardson
-2-
<PAGE>
STATE OF MICHIGAN )
)
COUNTY OF CALHOUN )
I, Lori Easlick, 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 2nd day of December, 1998.
/s/Lori Easlick
------------------------------
Notary Public
My Commission Expires: 11/19/2000.
-3-
<PAGE>
Exhibit 24.3
POWER OF ATTORNEY
-----------------
KNOW ALL BY THESE PRESENTS that the undersigned, JONATHAN T. WALTON,
hereby constitutes and appoints each of NEWTON P.S. MERRILL, JOHN V. STENERSON
and EDWARD F. RIEGER 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 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.
<PAGE>
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 30th day of January, 1998.
/s/Jonathan T. Walton
------------------------------
Jonathan T. Walton
-2-
<PAGE>
STATE OF MICHIGAN )
)
COUNTY OF WAYNE )
I, Martha Fleig, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that JONATHAN T. WALTON, 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 30th day of January, 1998.
/s/Martha Fleig
------------------------------
Notary Public
My Commission Expires: 02/13/2002.
-3-
<PAGE>
FORM 13G
Exhibit 99.1
In reply to Item 6 on page 8, as of the year ending December 31, 1998, The
Bank of New York, Arnold G. Langbo, William C. Richardson and Jonathan T. Walton
were trustees of the Trust holding 136,135,640 Shares, or 33.6% 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 33.6% of the Shares
outstanding as of the year ending December 31, 1998. 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, 1998, Arnold G. Langbo was a director
with his wife of the Arnold G. Langbo and Martha M. Langbo Foundation, a
charitable foundation, holding 24,145 Shares.
As of the year ending December 31, 1998, William C. Richardson was co-
trustee with Harris Trust and Savings Bank of the Carrie Staines Kellogg Trust
#5977, holding 721,920 Shares.
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 99.2
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
Arnold G. Langbo
William C. Richardson
Jonathan T. Walton
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 99.3
Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this
joint filing of Form 13G individually and as a 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
Arnold G. Langbo
William C. Richardson
Jonathan T. Walton
