Edgar Filing: KRAFT FOODS INC

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As filed with the Securities and Exchange Commission on October 9, 2001

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Kraft Foods Inc.
(Exact name of registrant as specified in its charter)

Virginia 52-2884372
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

Three Lakes Drive 60093
Northfield, Illinois (Zip Code)
(Address of Principal
Executive Offices)

Kraft Foods Thrift Plan
Kraft Foods TIP Plan (formerly known as Kraft Foods
Employee Thrift-Investment Plan)
Nabisco, Inc. Capital Investment Plan
Nabisco, Inc. Employee Savings Plan
(Full titles of the plans)

Calvin J. Collier, Esq.
General Counsel
Kraft Foods Inc.
Three Lakes Drive
Northfield, Illinois 60093
(Name and address of agent for service)
(847) 646-2805
(Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________________________________________

Proposed
maximum Proposed
Amount to offering maximum
Title of securities be price aggregate Amount of
to be registered Title of Plan registered per share(1) offering price(1) registration fee
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Class A common stock, no par value Kraft Foods Thrift Plan 43,000,000 shs. (2) $ 34.17 $ 1,469,310,000 $ 367,327.50
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Class A common stock, no par value Kraft Foods TIP Plan 3,000,000 shs. (2) $ 34.17 $ 102,510,000 $ 25,627.50
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Class A common stock, no par value Nabisco, Inc. Capital
Investment Plan 13,000,000 shs. (2) $ 34.17 $ 444,210,000 $ 111,052.50
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Class A common stock, no par value Nabisco, Inc. Employee
Savings Plan 3,000,000 shs. (2) $ 34.17 $ 102,510,000 $ 25,627.50
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Total: 62,000,000 shs. (2) $ 2,118,540,000 $ 529,635.00
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(1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices for the Class A common stock
reported in the consolidated reporting system on October 1, 2001.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

(2) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.

Explanatory Note

In December 2000, Kraft Foods Inc. (the "Company") acquired all of the
outstanding shares of Nabisco Holdings Corp. Prior to June 13, 2001, the Company
was a wholly-owned subsidiary of Philip Morris Companies Inc. ("Philip Morris").
On June 13, 2001, the Company completed an initial public offering of
280,000,000 shares of its Class A common stock. Immediately after the initial
public offering, Philip Morris owned common stock representing 97.7% of the
combined voting power of the Company's common stock.

Presently, the Kraft Foods Thrift Plan (the "Thrift Plan") and the Kraft
Foods TIP Plan (the "TIP Plan" and together with the Thrift Plan, the "Kraft
Plans") offer shares of Philip Morris common stock to eligible participants of
the respective Kraft Plan pursuant to the provisions of the respective Kraft
Plan and, in the case of the Thrift Plan, Philip Morris' Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act")
(Registration No. 33-37115), and, in the case of the TIP Plan, Philip Morris'
Registration Statement on Form S-8 filed with the Commission under the
Securities Act (Registration No. 33-1479).

The Thrift Plan and the TIP Plan have now been amended to offer the
Company's Class A common stock to eligible participants of the Kraft Plans. The
Nabisco, Inc. Capital Investment Plan (the "CIP Plan") and the Nabisco, Inc.
Employee Savings Plan (the "ESP Plan" and together with the CIP Plan, the
"Nabisco Plans") also have now been amended to offer the Company's Class A
common stock and Philip Morris' common stock to eligible participants of the
Nabisco Plans.

This Registration Statement is being filed for the purpose of registering
62,000,000 shares of Class A common stock of the Company, together with an
indeterminate amount of interests to be issued pursuant to the Kraft Plans and
the Nabisco Plans. Philip Morris has filed a separate Registration Statement on
Form S-8 today to register 11,000,000 shares of its common stock, together with
an indeterminate amount of interest to be issued pursuant to the Nabisco Plans.
The Thrift Plan, the TIP Plan, the CIP Plan and the ESP Plan are filed herewith
as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with the Commission.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with the Commission.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission
(File No. 1-16483) are incorporated herein by reference and made a part hereof:

(i) the prospectus of the Company filed pursuant to Rule
424(b) under the Securities Act, dated June 12, 2001,
with respect to the registration statement on Form S-1,
as amended (Registration No. 333-57162) (the
"Prospectus");

(ii) the annual reports on Form 11-K for each of the Kraft
Plans for the year ended December 31, 2000, filed with
the Commission on June 12, 2001;

(iii) the annual reports on Form 11-K for each of the Nabisco
Plans for the year ended December 30, 2000, filed with
the Commission on October 5, 2001;

(iv) the Company's Current Report on Form 8-K, filed with the
Commission on August 10, 2001;

(v) the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2001; and

(vi) the description of the Company's Class A common stock
contained in the Company's Registration Statement on
Form 8-A dated May 9, 2001, including any subsequent
amendment or any report filed for the purpose of
updating such description.

All annual reports of the Kraft Plans and the Nabisco Plans
subsequently filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and all documents subsequently
filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Virginia Stock Corporation Act (the "VSCA") permits, and the
Company's Articles of Incorporation require, indemnification of the Registrant's
directors, officers and controlling persons in a variety of circumstances, which
may include indemnification for liabilities under the Securities Act. The
Company's Articles of Incorporation require the Company to indemnify its
directors, officers and controlling persons to the full extent permitted by the
VSCA. Sections 13.01-697 and 13.01-702 of the VSCA generally authorize a
Virginia corporation to indemnify its directors, officers, employees or agents
in civil or criminal actions if they acted in good faith and believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct

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was unlawful. Section 13.01-704 of the VSCA also provides that a Virginia
corporation has the power to make any further indemnity to any director,
officer, employee or agent, including under its articles of incorporation or any
bylaw or shareholder resolution, except an indemnity against their willful
misconduct or a knowing violation of the criminal law.

The Company's Articles of Incorporation also provide that, to the
full extent that the VSCA permits the limitation or elimination of the liability
of directors, officers and certain controlling persons, no director, officer or
such controlling person of the Company shall be liable to the Company or its
shareholders for monetary damages arising out of any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the VSCA presently permits the
elimination of liability of directors and officers in any proceeding brought by
or in the right of a corporation or brought by or on behalf of shareholders of a
corporation, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security. Sections 13.1-692.1 and
13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.

The Company carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the Securities Act.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
No. Description
------- -----------

4.1 Kraft Foods Thrift Plan, as amended (filed herewith).

4.2 Kraft Foods TIP Plan, as amended (filed herewith).

4.3 Nabisco, Inc. Capital Investment Plan, as amended (filed
herewith).

4.4 Nabisco, Inc. Employee Savings Plan, as amended (filed herewith).

4.5 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form S-1, filed with
the Commission on March 16, 2001 (Reg. No. 333-57162)).

4.6 Articles of Amendment to the Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the Company's
Form S-1, filed with the Commission on March 16, 2001).

4.7 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
S-1, filed with the Commission on June 8, 2001).

5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).

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5.2 In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby
confirms that it has submitted the Kraft Plans and undertakes that
it will submit all amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner, and that it has made or will
make all changes required by the IRS in order to qualify the Kraft
Plans under Section 401 of the Internal Revenue Code.

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
(filed herewith).

23.3 Consent of Deloitte & Touche LLP, Independent Auditors (filed
herewith).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement; and

(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change in such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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(c) Insofar asindemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

KRAFT FOODS INC.

By: /s/ JAMES P. DOLLIVE
--------------------------------------
Name: James P. Dollive
Title: Senior Vice President and
Chief Financial Officer

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Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

Co-Chief Executive October 9, 2001
/s/ Betsy D. Holden Officer and Director
------------------------------- (principal co-executive officer)
Betsy D. Holden

/s/ Roger K. Deromedi Co-Chief Executive October 9, 2001
------------------------------- Officer and Director
Roger K. Deromedi (principal co-executive officer)

/s/ James P. Dollive Senior Vice President October 9, 2001
-------------------------------- and Chief Financial
James P. Dollive Officer (principal
financial officer)

/s/ John F. Mowrer, III Vice President and October 9, 2001
-------------------------------- Controller (principal
John F. Mowrer, III accounting officer)

/s/ Geoffrey C. Bible
-------------------------------- Director October 9, 2001
Geoffrey C. Bible

/s/ Louis C. Camilleri
-------------------------------- Director October 9, 2001
Louis C. Camilleri

-------------------------------- Director
W. James Farrell

-------------------------------- Director
John C. Pope

-------------------------------- Director
Mary L. Schapiro

/s/ William H. Webb
-------------------------------- Director October 9, 2001
William H. Webb

-------------------------------- Director
Deborah C. Wright

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Pursuant to the requirements of the Securities Act, the Management
Committee for Employee Benefits of Kraft Foods North America, Inc. having
administrative responsibility of the Kraft Foods Thrift Plan, has duly caused
this Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

KRAFT FOODS THRIFT PLAN

By: /s/ TERRY M. FAULK
-----------------------------------
Name: Terry M. Faulk
Title: Chairman, Management
Committee for Employee Benefits

Pursuant to the requirements of the Securities Act, the Management
Committee for Employee Benefits of Kraft Foods North America, Inc. having
administrative responsibility of the Kraft Foods TIP Plan, has duly caused this
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northfield, State of Illinois, on the 9th day of
October, 2001.

KRAFT FOODS TIP PLAN

By: /s/ TERRY M. FAULK
-----------------------------------
Name: Terry M. Faulk
Title: Chairman, Management
Committee for Employee Benefits

Pursuant to the requirements of the Securities Act, the Nabisco
Employee Benefits Committee, having administrative responsibility of the
Nabisco, Inc. Capital Investment Plan, has duly caused this Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Northfield, State of Illinois, on the 9th day of October, 2001.

NABISCO, INC. CAPITAL INVESTMENT PLAN

By: /s/ JILL K. YOUMAN
-----------------------------------
Name: Jill K. Youman
Title: Vice President,
Human Resources, Benefits

Pursuant to the requirements of the Securities Act, the Nabisco
Employee Benefits Committee, having administrative responsibility of the
Nabisco, Inc. Employee Savings Plan, has duly caused this Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Northfield, State of Illinois, on the 9th day of October, 2001.

NABISCO, INC. EMPLOYEE SAVINGS PLAN

By: /s/ JILL K. YOUMAN
-----------------------------------
Name: Jill K. Youman
Title: Vice President,
Human Resources, Benefits

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EXHIBIT INDEX

Exhibit
No. Description
------- -----------

4.1 Kraft Foods Thrift Plan, as amended (filed herewith).

4.2 Kraft Foods TIP Plan, as amended (filed herewith).

4.3 Nabisco, Inc. Capital Investments Plan, as amended (filed
herewith).

4.4 Nabisco, Inc. Employee Savings Plan, as amended (filed herewith).

4.5 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form S-1, filed with
the Commission on March 16, 2001 (Reg. No. 333-57162)).

4.6 Articles of Amendment to the Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the Company's
Form S-1, filed with the Commission on March 16, 2001).

4.7 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
S-1, filed with the Commission on June 8, 2001).

5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
(filed herewith).

23.3 Consent of Deloitte & Touche LLP, Independent Auditors (filed
herewith).