Filed
by
Kraft Foods Inc.
Pursuant
to Rule 425 under the Securities Act of 1933, as amended
and
deemed as filed pursuant to Rule 14a-12 under
the
Securities Exchange Act of 1934, as amended
Subject
Company: Kraft Foods Inc.
Commission
File Number: 001-16483
On
November 15, 2007, Rick Searer, Vice President & President of Kraft North
America, sent the following communication to employees of Kraft Foods
Inc.
INTEROFFICE
COMMUNICATION
November
15, 2007
|
To:
|
Employees
at our Battle Creek, MI; Jonesboro, AR; Modesto, CA; Naperville,
IL; and
Niagara Falls, Ontario, manufacturing
facilities
|
Today,
Kraft announced that it has reached a definitive agreement to merge its
Post cereals business into Ralcorp Holdings, Inc. Ralcorp is a leader
in private-label and frozen-bakery products. Kraft and Ralcorp expect to
complete the transaction in mid-2008.
In
addition to the Post brands, the transaction includes four
manufacturing facilities located in: Battle Creek, MI; Jonesboro, AR; Modesto,
CA; and Niagara Falls, Ontario, and certain manufacturing
equipment. There also are about 95 marketing/corporate employees from
the US and Canada that will transition to Ralcorp. The Naperville, IL
plant is not included in this transaction and will remain a Kraft plant. Upon
closing of the transaction, Kraft will enter into a co-manufacturing agreement
with Ralcorp.
We
also
are announcing that we intend to close the Cobourg, Ontario, plant in the fall
of 2008. Production of Kraft products will transfer to some of our other
facilities and external manufacturers.
I
know
this is an uncertain time for employees who are affected by today’s
announcements. And this is an especially difficult time for those at our Cobourg
plant. They’ve done a great job, as have all of you. We are grateful for the
hard work and dedication of our talented employees who’ve helped build
Post into a billion-dollar brand. Cereals is one of Ralcorp’s strongest
businesses. And we wish you continued success as you join the Ralcorp
family.
We
are
committed to moving this process along as rapidly as possible and to providing
you with information that affects you as soon as possible. Going forward, I’ll
be counting on each of you to continue working together, maintaining your high
levels of overall performance as we prepare for this transition. And,
as we begin to work through the details, I know you will be sensitive to the
situations of our co-workers in Cobourg.
Please
feel free to talk to any member of your local management team if you have
questions or concerns. Thank you, in advance, for your patience and
cooperation as we work though the details.
Sincerely,
Rick
Searer
Executive
Vice President & President
Kraft
North America
Additional
Information
In
connection with the proposed transaction between Ralcorp and Kraft, Ralcorp
will
file a registration statement on Form S-4 with the SEC. Such
registration statement will include a proxy statement of Ralcorp that also
constitutes a prospectus of Ralcorp, and will be sent to the shareholders of
Ralcorp. Shareholders are urged to read the proxy
statement/prospectus and any other relevant documents when they become
available, because they will contain important information about Kraft, Ralcorp
and the proposed transaction. The proxy statement/prospectus and
other documents relating to the proposed transaction (when they are available)
can be obtained free of charge from the SEC’s website at
www.sec.gov. These documents (when they are available) can
also be obtained free of charge from Kraft upon written request to Kraft Foods
Inc., Three Lakes Drive, Northfield, Illinois 60093, or by calling (847)
646-5494, or from Ralcorp, upon written request to Ralcorp Holdings Inc., 800
Market Street, Suite 2900, Saint Louis, Missouri 63101, or by calling (314)
877-7113.
Participants
in the Proposed Transaction
This
communication is not a solicitation of a proxy from any security holder of
Ralcorp. However, Kraft, Ralcorp and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the proposed
transaction under the rules of the SEC. Information about the
directors and executive officers of Kraft may be found in its 2006 Annual Report
on Form 10-K filed with the SEC on March 1, 2007, definitive proxy statement
relating to its 2007 Annual Meeting of Shareholders filed with the SEC on March
13, 2007 and current report on Form 8-K filed with the SEC on November 7,
2007. Information about the directors and executive officers of
Ralcorp may be found in its 2006 Annual Report on Form 10-K filed with the
SEC
on December 13, 2006, definitive proxy statement relating to its 2006 Annual
Meeting of Shareholders filed with the SEC on December 13, 2006 and current
report on Form 8-K filed with the SEC on October 2, 2007. These
documents can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these participants will also
be included in the proxy statement/prospectus regarding the proposed transaction
when it becomes available.