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): March 9, 2016
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 8.01. Other Events
On March 9, 2016, Kellogg Company issued a press release announcing the pricing of its previously announced cash tender offer for up to $440,000,000 (the “Maximum Tender Amount”), of its outstanding 7.45% Debentures due 2031 (the “Tender Offer”). A copy of the press release announcing the pricing of the cash tender offer is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On March 10, 2016, Kellogg Company issued a press release announcing the early tender date results of the Tender Offer and an increase of the Maximum Tender Amount to $474,821,000. A copy of the press release announcing the early tender date results and Maximum Tender Amount increase is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit 99.1 | Press Release dated March 9, 2016 | |
| Exhibit 99.2 | Press Release dated March 10, 2016 | |
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: March 10, 2016 | Name: | Gary H. Pilnick | ||||
| Title: | Vice Chairman, Corporate Development and Chief Legal Officer | |||||
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release dated March 9, 2016 | |
| Exhibit 99.2 | Press Release dated March 10, 2016 | |