Current Report Filing (8-k)
November 16 2016 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): November 15, 2016
Kellogg Company
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-4171
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38-0710690
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal executive offices, including Zip Code)
(269) 961-2000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2016, Kellogg Company (the Company) closed the offering of $600,000,000 of 2.650% Senior Notes due 2023 (the
Notes). The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Companys Registration Statement on Form S-3 (File No. 333-209699) filed on February 25, 2016.
On November 8, 2016, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated November 7, 2016 in connection with the
public offering of the Notes.
The Notes were issued on November 15, 2016 under an indenture, dated as of May 21, 2009, between the Company and The Bank
of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Officers Certificate, dated November 15, 2016 (the Officers Certificate).
For a complete description of the terms and conditions of the Notes and the Officers Certificate, please refer to the Prospectus Supplement and the copy
of the Officers Certificate which is filed with this Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial
Obligation of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit 4.1
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Officers Certificate of Kellogg Company (with form of 2.650% Senior Notes due 2023).
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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.
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KELLOGG COMPANY
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/s/ Gary H. Pilnick
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Date: November 16, 2016
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Name:
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Gary H. Pilnick
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Title:
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Vice Chairman, Corporate Development and Chief Legal Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 4.1
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Officers Certificate of Kellogg Company (with form of 2.650% Senior Notes due 2023).
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