As filed with the Securities and Exchange Commission on April 17, 2002
Registration No. 333-67770
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KRAFT FOODS INC.
(Exact name of Registrant as specified in its charter)
Virginia 52-2284372
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Three Lakes Drive
Northfield, Illinois 60093
(847) 646-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
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Calvin J. Collier, Esq. Copies to:
Kraft Foods Inc. Jerry E. Whitson, Esq.
Three Lakes Drive Hunton & Williams
Northfield, Illinois 60093 200 Park Avenue
(847) 646-2000 New York, New York 10166-0136
(Name, address, including zip code, and (212) 309-1000
telephone number, including area code, of
agent for service)
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PURPOSE OF AMENDMENT
Termination of Offering and Removal of Debt Securities and Warrants to
Purchase Debt Securities from Registration.
The Registrant registered $5,000,000,000 in debt securities or
warrants to purchase debt securities under this Registration Statement on Form
S-3 (the "Registration Statement"), $4,000,000,000 of which has been sold.
The offering contemplated by the Registration Statement has terminated.
Pursuant to the undertakings in Item 17 of the Registration Statement, the
Registrant is removing from registration, by means of a post-effective amendment
to the Registration Statement, any of the securities registered under the
Registration Statement that remained unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Northfield, State of
Illinois, on April 17, 2002.
KRAFT FOODS INC.
By: /s/ JAMES P. DOLLIVE
--------------------------------
Name: James P. Dollive
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ BETSY D. HOLDEN Co-Chief Executive Officer and April 17, 2002
------------------------------------- Director (principal co-executive officer)
Betsy D. Holden
/s/ ROGER K. DEROMEDI Co-Chief Executive Officer and April 17, 2002
------------------------------------- Director (principal co-executive officer)
Roger K. Deromedi
/s/ JAMES P. DOLLIVE Senior Vice President and Chief Financial April 17, 2002
------------------------------------- Officer (principal financial officer)
James P. Dollive
/s/ JOHN F. MOWRER, III Vice President and Controller (principal April 17, 2002
------------------------------------- accounting officer)
John F. Mowrer, III
/s/ GEOFFREY C. BIBLE Director April 17, 2002
-------------------------------------
Geoffrey C. Bible
/s/ LOUIS C. CAMILLERI Director April 17, 2002
-------------------------------------
Louis C. Camilleri
/s/ W. JAMES FARRELL Director April 17, 2002
-------------------------------------
W. James Farrell
/s/ JOHN C. POPE Director April 17, 2002
-------------------------------------
John C. Pope
/s/ MARY L. SCHAPIRO Director April 17, 2002
-------------------------------------
Mary L. Schapiro
/s/ WILLIAM H. WEBB Director April 17, 2002
-------------------------------------
William H. Webb
/s/ DEBORAH C. WRIGHT Director April 17, 2002
-------------------------------------
Deborah C. Wright