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): February 11, 2013
Kellogg Company
(Exact name of Registrant as specified in its charter)
| Delaware | 1-4171 | 38-0710690 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal executive offices, including Zip Code)
(269) 961-2000
(Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On February 11, 2013, Kellogg Company (the “Company”) priced offerings of $250,000,000 of Floating Rate Senior Notes due 2015 and $400,000,000 of 2.750% Senior Notes due 2023 (collectively, the “Notes”). In connection with such offerings, the Company entered into an Underwriting Agreement, dated February 11, 2013 with Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters mentioned therein. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-181377) filed on May 14, 2012.
On February 12, 2013, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated February 11, 2013 in connection with the public offering of the Notes.
The Notes were issued on February 14, 2013 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 February 14, 2013 (the “Officers’ Certificate”).
For a complete description of the terms and conditions of the Underwriting Agreement, the Notes and the Officers’ Certificate, please refer to the Prospectus Supplement and such documents, each of which is filed with this Form 8-K and incorporated herein by reference.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.
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 1.1 | Underwriting Agreement, dated February 11, 2013, by and among Kellogg Company, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC. | |
| Exhibit 4.1 | Officers’ Certificate of Kellogg Company (with form of Floating Rate Senior Notes due 2015 and 2.750% Senior Notes due 2023). | |
| Exhibit 12.1 | Calculation of Ratio of Earnings to Fixed Charges. | |
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 | ||||
| /s/ Gary H. Pilnick | ||||
| Date: February 14, 2013 | Name: Gary H. Pilnick | |||
| Title: Senior Vice President, General Counsel, Corporate Development and Secretary | ||||
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 1.1 | Underwriting Agreement, dated February 11, 2013, by and among Kellogg Company, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC. | |
| Exhibit 4.1 | Officers’ Certificate of Kellogg Company (with form of Floating Rate Senior Notes due 2015 and 2.750% Senior Notes due 2023). | |
| Exhibit 12.1 | Calculation of Ratio of Earnings to Fixed Charges. | |