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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2007
KRAFT FOODS INC.
(Exact name of registrant as specified in its charter)
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Virginia
(State or other jurisdiction
of incorporation)
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1-16483
(Commission
File Number)
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52-2284372
(I.R.S. Employer
Identification No.) |
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Three Lakes Drive, Northfield, Illinois
(Address of Principal executive offices)
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60093-2753
(Zip Code) |
Registrants Telephone number, including area code: (847) 646-2000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibit is filed with this Form 8-K:
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Exhibit |
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Registration Number 333-113620 |
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Number |
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Exhibit Number |
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Description |
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5.1 |
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5.1 |
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Opinion dated August 8, 2007 of Sidley Austin LLP |
SIGNATURE
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.
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KRAFT FOODS INC. |
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Date: August 13, 2007
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/s/ CAROL J. WARD |
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Name: Carol J. Ward |
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Title: Vice President and Corporate Secretary |
EXHIBIT INDEX
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Exhibit |
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Registration Number 333-113620 |
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Number |
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Exhibit Number |
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Description |
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5.1
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5.1 |
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Opinion dated August 8, 2007 of Sidley Austin LLP |
exv5w1
Exhibit 5.1
August 8, 2007
Kraft Foods Inc.
Three Lakes Drive
Northfield, Illinois 60093-2753
$250,000,000 aggregate principal amount of 5.625% Notes due 2010
$750,000,000 aggregate principal amount of 6.000% Notes due 2013
$1,500,000,000 aggregate principal amount of 6.500% Notes due 2017
$750,000,000 aggregate principal amount of 7.000% Notes due 2037
$250,000,000 aggregate principal amount of Floating Rate Notes due 2010
Ladies and Gentlemen:
We have acted as counsel to Kraft Foods Inc., a Virginia corporation (the Company), in
connection with the issuance and sale by the Company of $250,000,000 aggregate principal amount of
its 5.625% Notes due 2010, $750,000,000 aggregate principal amount of its 6.000% Notes due 2013,
$1,500,000,000 aggregate principal amount of its 6.500% Notes due 2017, $750,000,000 aggregate
principal amount of its 7.000% Notes due 2037 and $250,000,000 aggregate principal amount of its
Floating Rate Notes due 2010 (collectively, the Notes), covered by the Registration Statement on
Form S-3, No. 333-113620 (the Registration Statement), filed by the Company with the Securities
and Exchange Commission (SEC) on May 7, 2004, under the Securities Act of 1933, as amended.
The Notes were issued under the Companys Indenture dated as of October 17, 2001 (the
Indenture) between the Company and The Bank of New York Trust Company, N.A. (as successor to the
Chase Manhattan Bank) (the Trustee), which Indenture is governed by New York law, and sold by the
Company pursuant to the Underwriting Agreement and the Terms Agreement, each dated August 8, 2007
between the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several underwriters named
therein.
For the purpose of expressing the opinions and statements in this opinion letter, we have
examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. We
have also examined originals, or copies of originals certified to our satisfaction, of such
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
Kraft Foods Inc.
August 8, 2007
Page 2
agreements, documents, certificates of officers of the Company and the Trustee and statements of
government officials and other instruments, and have examined such questions of law and have
satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a
basis for this opinion letter. We have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us as certified or
photostatic copies or by facsimile or other means of electronic transmission or which we obtained
from the Electronic Data Gathering, Analysis and Retrieval System (EDGAR) of the SEC or other
internet sites through which documents filed with the SEC can be obtained. With respect to any
instrument or agreement executed or to be executed by any party, we have assumed, to the extent
relevant to the opinion set forth herein, that (i) such party (if not a natural person) has been
duly formed or organized and is validly existing and in good standing under the laws of its
jurisdiction of formation or organization, (ii) such party has full right, power and authority to
execute, deliver and perform its obligations under such instrument or agreement and such instrument
or agreement has been duly authorized (if applicable), executed and delivered by such party, and
(iii) such instrument or agreement is a valid, binding and enforceable agreement or obligation, as
the case may be, of, such party (other than the Company).
Based on the foregoing, and subject to the limitations hereinafter set forth, we are of the
opinion that the Notes are legally issued and binding obligations of the Company enforceable
against the Company in accordance with their respective terms, except to the extent enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws relating to or affecting the enforcement of creditors rights
generally and by the effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
This opinion letter is limited to the federal laws of the United States of America and the
laws of the State of New York.
We do not find it necessary for the purposes of this opinion letter to cover, and accordingly
we express no opinion as to, the application of the securities or blue sky laws of the various
states or the District of Columbia to the Notes.
We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement
and the references to our firm included in or made a part of the Registration Statement.
Very truly yours,
/s/ Sidley Austin LLP