--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 10, 2001
KRAFT FOODS INC.
(Exact name of registrant as specified in its charter)
Virginia 001-16483 52-2284372
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Three Lakes Drive, Northfield, Illinois 60093-2753
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 646-2000
(Former name or former address, if changed since last report.)
--------------------------------------------------------------------------------
Item 5. Other Events.
On June 13, 2001, the Registrant filed a Final Prospectus pursuant to Rule
424(b)(1) of the Securities Act of 1933 with the Securities and Exchange
Commission in connection with the initial public offering of 280,000,000 shares
of the Registrant's Class A common stock at an initial public offering price of
$31.00 per share. A copy of the Final Prospectus is attached as Exhibit 99.1.
All information contained in the Final Prospectus under the following
sections is incorporated by reference into this Form 8-K:
. Dividend Policy;
. Pro Forma Condensed Combined Financial Information;
. Selected Historical Combined Financial and Other Data;
. Management's Discussion and Analysis of Financial Condition and Results
of Operations;
. Business;
. Management;
. Sole Shareholder;
. Relationship with Philip Morris; and
. Index to Financial Statements (including all financial statements
appearing at pages F-1 through F-78 of the Final Prospectus).
In addition, the report of PricewaterhouseCoopers LLP and the related
financial statement schedule, each of which is attached hereto as Exhibit 99.2
and was originally filed as part of the Registrant's Registration Statement on
Form S-1 (No. 333-57162), is incorporated by reference into this Form 8-K.
Since formation, the Registrant has issued the following securities that
were not registered under the Securities Act of 1933, as amended (the
"Securities Act"):
On December 8, 2000, the Registrant issued 275,000,000 shares of its Class
A common stock to Philip Morris Companies Inc. On December 11, 2000, the
Registrant issued 1,180,000,000 shares of its Class B common stock to Philip
Morris Companies Inc. Each issuance was made in reliance upon an exemption from
the registration provisions of the Securities Act set forth in section 4(2)
thereof relating to sales by an issuer not involving a public offering. The
foregoing securities are deemed restricted securities for purposes of the
Securities Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
Kraft Foods Inc. and Subsidiaries:
Report of PricewaterhouseCoopers LLP, Independent Accountants
Combined Balance Sheets At December 31, 1999 and 2000
Combined Statements of Earnings For the Years Ended December 31,
1998, 1999 and 2000
Combined Statements of Shareholder's Equity For the Years Ended
December 31, 1998, 1999 and 2000
Combined Statements of Cash Flows For the Years Ended December 31,
1998, 1999 and 2000
Notes to Combined Financial Statements
Unaudited Condensed Combined Balance Sheets At December 31, 2000 and
March 31, 2001
Unaudited Condensed Combined Statements of Earnings For the Three
Months Ended March 31, 2000 and 2001
Unaudited Condensed Combined Statements of Shareholder's Equity For
the Year Ended December 31, 2000 and the Three Months Ended March 31, 2001
Unaudited Condensed Combined Statements of Cash Flows For the Three
Months Ended March 31, 2000 and 2001
Unaudited Notes to Condensed Combined Financial Statements
Nabisco Holdings Corp.:
Report of Deloitte & Touche LLP, Independent Auditors
Consolidated Balance Sheets At December 31, 1998 and 1999
Consolidated Statements of Income (Loss) For the Years Ended
December 31, 1997, 1998 and 1999
Consolidated Statements of Comprehensive Income (Loss) For the Years
Ended December 31, 1997, 1998 and 1999
Consolidated Statements of Cash Flows For the Years Ended December
31, 1997, 1998 and 1999
Consolidated Statements of Shareholders' Equity For the Years Ended
December 31, 1997, 1998 and 1999
Notes to Consolidated Financial Statements
Unaudited Consolidated Condensed Balance Sheet At September 30, 2000
Unaudited Consolidated Condensed Statements of Income For the Nine
Months Ended September 30, 1999 and 2000
Unaudited Consolidated Condensed Statements of Comprehensive Income
For the Nine Ended September 30, 1999 and 2000
Unaudited Consolidated Condensed Statements of Cash Flows For the
Nine Months Ended September 30, 1999 and 2000
Unaudited Notes to Consolidated Condensed Financial Statements
(b) Pro Forma Financial Information.
Pro Forma Condensed Combined Statement of Earnings For the Year Ended
December 31, 2000 (Unaudited).
(c) Exhibits.
Exhibit Description
No. -----------
-------
3.1 Registrant's Articles of Incorporation(1)
3.2 Articles of Amendment to the Articles of Incorporation of the
Registrant(1)
3.3 Registrant's Amended and Restated Bylaws(4)
4.1 The Registrant agrees to furnish copies of any instruments defining
the rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries that does not exceed 10 percent of the total
assets of the Registrant and its consolidated subsidiaries to the
Commission upon request.
10.1 Corporate Agreement between Philip Morris Companies Inc. and Kraft
Foods Inc.(4)
10.2 Services Agreement between Philip Morris Management Corp. and Kraft
Foods Inc. (including Exhibits)(3)
10.3 Tax-Sharing Agreement between Philip Morris Companies Inc. and Kraft
Foods Inc.(2)
10.4 2001 Kraft Performance Incentive Plan(4)
10.5 2001 Kraft Non-Employee Director Plan(2)
10.6.1 Form of Employment Agreement entered into by Philip Morris Companies
Inc. with each of Betsy D. Holden and Roger K. Deromedi(2)
10.6.2 Employment Agreement between Philip Morris Companies Inc. and Calvin
J. Collier(2)
10.7 Kraft Foods, Inc. Supplemental Benefits Plan I (including First
Amendment adding Supplement A)(2)
10.8 Kraft Foods, Inc. Supplemental Benefits Plan II(2)
10.9 Form of Employee Grantor Trust Enrollment Agreement(5)(10)
10.10 The Philip Morris 1992 Incentive Compensation and Stock Option
Plan(6)(10)
10.11 The Philip Morris 1987 Long Term Incentive Plan(7)(10)
10.12 1997 Performance Incentive Plan(8)(10)
10.13 2000 Performance Incentive Plan(9)(10)
21 Subsidiaries of the Registrant(1)
99.1 Kraft Foods Inc. Final Prospectus dated June 12, 2001 forming a part
of the Registration Statement on Form S-1 (No. 333-57162) (only such
portions of the Final Prospectus as are incorporated into this Form 8-
K by reference are deemed to be filed herewith)
99.2 Schedule II, Valuation and Qualifying Accounts, and related Report of
PricewaterhouseCoopers LLP, Independent Accountants
________________________
(1) Incorporated by reference to the same numbered Exhibit to the
Registrant's Form S-1 filed with the Securities and Exchange Commission
on March 16, 2001 (No. 333-57162).
(2) Incorporated by reference to the same numbered Exhibit to the
Registrant's Amendment No. 1 to Form S-1 filed with the Securities and
Exchange Commission on May 2, 2001.
(3) Incorporated by reference to the same numbered Exhibit to the
Registrant's Amendment No. 2 to Form S-1 filed with the Securities and
Exchange Commission on May 11, 2001.
(4) Incorporated by reference to the same numbered Exhibit to the
Registrant's Amendment No. 5 to Form S-1 filed with the Securities and
Exchange Commission on June 8, 2001.
(5) Incorporated by reference to Exhibit 10.26 of the Annual Report on Form
10-K of Philip Morris Companies Inc. for the year ended December 31,
1995 (SEC File No. 1-8940).
(6) Incorporated by reference to Exhibit 10.9 of the Annual Report on Form
10-K of Philip Morris Companies Inc. for the year ended December 31,
1997 (SEC File No. 1-8940).
(7) Incorporated by reference to Exhibit 10.12 of the Annual Report on Form
10-K of Philip Morris Companies Inc. for the year ended December 31,
1997 (SEC File No. 1-8940).
(8) Incorporated by reference to Exhibit A of the Proxy Statement of Philip
Morris Companies Inc. dated March 10, 1997 (SEC File No. 1-8940).
(9) Incorporated by reference to Exhibit A of the Proxy Statement of Philip
Morris Companies Inc. dated March 10, 2000 (SEC File No. 1-8940).
(10) Compensation plans maintained by Philip Morris and its subsidiaries in
which officers of the Registrant participated historically.
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.
KRAFT FOODS INC.
By: /s/ Calvin J. Collier
--------------------------
Name: Calvin J. Collier
Title: Senior Vice President,
General Counsel and
Corporate Secretary
Date: August 10, 2001
INDEX TO EXHIBITS
Exhibit Description
No. -----------
-------
3.1 Registrant's Articles of Incorporation(1)
3.2 Articles of Amendment to the Articles of Incorporation of the
Registrant(1)
3.3 Registrant's Amended and Restated Bylaws(4)
4.1 The Registrant agrees to furnish copies of any instruments defining
the rights of holders of long-term debt of the Registrant and its
consolidated subsidiaries that does not exceed 10 percent of the total
assets of the Registrant and its consolidated subsidiaries to the
Commission upon request.
10.1 Corporate Agreement between Philip Morris Companies Inc. and Kraft
Foods Inc.(4)
10.2 Services Agreement between Philip Morris Management Corp. and Kraft
Foods Inc. (including Exhibits)(3)
10.3 Tax-Sharing Agreement between Philip Morris Companies Inc. and Kraft
Foods Inc.(2)
10.4 2001 Kraft Performance Incentive Plan(4)
10.5 2001 Kraft Non-Employee Director Plan(2)
10.6.1 Form of Employment Agreement entered into by Philip Morris Companies
Inc. with each of Betsy D. Holden and Roger K. Deromedi(2)
10.6.2 Employment Agreement between Philip Morris Companies Inc. and Calvin
J. Collier(2)
10.7 Kraft Foods, Inc. Supplemental Benefits Plan I (including First
Amendment adding Supplement A)(2)
10.8 Kraft Foods, Inc. Supplemental Benefits Plan II(2)
10.9 Form of Employee Grantor Trust Enrollment Agreement(5)(10)
10.10 The Philip Morris 1992 Incentive Compensation and Stock Option
Plan(6)(10)
10.11 The Philip Morris 1987 Long Term Incentive Plan(7)(10)
10.12 1997 Performance Incentive Plan(8)(10)
10.13 2000 Performance Incentive Plan(9)(10)
21 Subsidiaries of the Registrant(1)
99.1 Kraft Foods Inc. Final Prospectus dated June 12, 2001 forming a part
of the
Registration Statement on Form S-1 (No. 333-57162) (only such
provisions of the Final Prospectus as are incorporated into this Form
8-K by reference are deemed to be filed herewith)
99.2 Schedule II, Valuation and Qualifying Accounts, and related Report of
PricewaterhouseCoopers LLP, Independent Accountants
____________________
(1) Incorporated by reference to the same numbered Exhibit to the
Registrant's Form S-1 filed with the Securities and Exchange Commission
on March 16, 2001 (No. 333-57162).
(2) Incorporated by reference to the same numbered Exhibit to the
Registrant's Amendment No. 1 to Form S-1 filed with the Securities and
Exchange Commission on May 2, 2001.
(3) Incorporated by reference to the same numbered Exhibit to the
Registrant's Amendment No. 2 to Form S-1 filed with the Securities and
Exchange Commission on May 11, 2001.
(4) Incorporated by reference to the same numbered Exhibit to the
Registrant's Amendment No. 5 to Form S-1 filed with the Securities and
Exchange Commission on June 8, 2001.
(5) Incorporated by reference to Exhibit 10.26 of the Annual Report on Form
10-K of Philip Morris Companies Inc. for the year ended December 31,
1995 (SEC File No. 1-8940).
(6) Incorporated by reference to Exhibit 10.9 of the Annual Report on Form
10-K of Philip Morris Companies Inc. for the year ended December 31,
1997 (SEC File No. 1-8940).
(7) Incorporated by reference to Exhibit 10.12 of the Annual Report on Form
10-K of Philip Morris Companies Inc. for the year ended December 31,
1997 (SEC File No. 1-8940).
(8) Incorporated by reference to Exhibit A of the Proxy Statement of Philip
Morris Companies Inc. dated March 10, 1997 (SEC File No. 1-8940).
(9) Incorporated by reference to Exhibit A of the Proxy Statement of Philip
Morris Companies Inc. dated March 10, 2000 (SEC File No. 1-8940).
(10) Compensation plans maintained by Philip Morris and its subsidiaries in
which officers of the Registrant participated historically.