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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