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K > SEC Filings for K > Form 8-K on 21-May-2009All Recent SEC Filings

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Form 8-K for KELLOGG CO


21-May-2009

Entry into a Material Definitive Agreement


Item 1.01. Entry into a Material Definitive Agreement.
On May 18, 2009, Kellogg Company (the "Company") priced an offering of 4.450% Senior Notes due 2016 (the "Notes"). In connection with such offering, the Company entered into an Underwriting Agreement, dated May 18, 2009 with J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., 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. 333-159303) filed on May 18, 2009.
On May 19, 2009, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated May 18, 2009 in connection with the public offering of the Notes.
The Notes were issued on May 21, 2009 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 May 21, 2009 (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.
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 May 18, 2009, by and among Kellogg
                 Company, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc.
                 and HSBC Securities (USA) Inc.

Exhibit 4.1      Form of Indenture between Kellogg Company and The Bank of New York
                 Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1
                 to the Company's Registration Statement on Form S-3, Commission file
                 number 333-159303.

Exhibit 4.2      Officers' Certificate of Kellogg Company (with form of 4.450% Senior
                 Note due May 30, 2016).


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