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): November 15,
2007
KRAFT
FOODS INC.
(Exact
Name of Registrant as Specified in Charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-16483
(Commission
File Number)
|
52-2284372
(I.R.S.
Employer
Identification
No.)
|
|
Three
Lakes Drive, Northfield, Illinois
(Address
of Principal Executive Offices)
|
60093-2753
(Zip
Code)
|
Registrant’s
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 (see General Instruction
A.2. below):
X Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
X Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
On
November 15, 2007, Kraft Foods Inc.
announced a definitive agreement to merge its Post cereals business
into Ralcorp Holdings, Inc. in a tax-efficient transaction. A copy of
the press release issued by Kraft on November 15, 2007 concerning the
transaction is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
|
Item
9.01
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Financial
Statements and Exhibits.
|
|
|
(c)
Exhibits
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||
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99.1
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Press
Release dated November 15, 2007.
|
|
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.
| Kraft Foods Inc. | |||
|
|
|||
|
|
By:
|
/s/ Carol J. Ward | |
| Carol J. Ward | |||
| Vice President and Corporate Secretary | |||
Date: November
15, 2007
Exhibit
99.1
|
Contacts:
|
Media
|
Investors
|
|
Lisa
Gibbons
|
Chris
Jakubik
|
|
|
847-646-4538
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847-646-5494
|
|
|
Cec@kraft.com
|
Chris.Jakubik@kraft.com
|
Kraft
Foods to Merge Its Post Cereals Business with
Ralcorp
Tax-Efficient Transaction to Benefit Kraft and Its Shareholders
Tax-Efficient Transaction to Benefit Kraft and Its Shareholders
NORTHFIELD,
Ill. — November 15, 2007 — Kraft Foods Inc. (NYSE: KFT), a global leader in
branded food and beverages, announced today a definitive agreement to merge
its
Post cereals business into Ralcorp Holdings, Inc. (NYSE: RAH), a leader
in private-label and frozen bakery products. The transaction is
tax-efficient and worth approximately $2.6 billion to Kraft and its
shareholders. For purposes of comparison, to have achieved an
equivalent amount in a taxable transaction, Kraft would have needed to receive
approximately $4.0 billion in cash for the business.
The
Post cereals business had net revenues of about $1.1 billion in 2006
and includes such popular cereals as Honey Bunches of Oats,
Pebbles, Shredded Wheat, Selects, Grape Nuts and
Honeycomb. The brands in this transaction
are distributed
primarily in North America.
“This
is
a transaction where everyone wins – Kraft, Ralcorp, our respective shareholders
and employees,” said Irene Rosenfeld, Kraft Chairman and
CEO. “Ralcorp has an excellent opportunity to continue building the
Post brands, which have been known and loved by consumers for
generations. Kraft shareholders will benefit from the future value
created by combining the Post brands with Ralcorp. And Kraft
is taking yet another step in the transformation plan that we laid out in
February to restore the company to reliable growth.”
The
transaction has several benefits for Kraft and its shareholders:
|
·
|
It
will better enable Kraft to focus its resources on its growth
strategy;
|
|
·
|
Value
for Kraft shareholders will be optimized through a tax-efficient
structure;
|
|
·
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Kraft
shareholders will own 54 percent of the new Ralcorp;
and
|
|
·
|
Ralcorp
will benefit by combining Post’s strong branded assets with its
private-label business and
infrastructure.
|
In
addition to the Post brands, the transaction includes four
manufacturing facilities – Battle Creek, Mich.; Jonesboro, Ark.; Modesto,
Calif.; and Niagara Falls, Ontario – and certain manufacturing
equipment. Kraft anticipates that approximately 1,250 employees will
join Ralcorp.
“We
are
grateful for the hard work and dedication of our talented employees who helped
build Post into a billion-dollar brand,” said Rosenfeld. “We
wish them much continued success as they join the Ralcorp family.”
About
the Deal
Kraft
shareholders will receive at least 30.3 million shares of Ralcorp stock at
closing, and Kraft will receive approximately $960 million of cash-equivalent
value. In total, this transaction represents proceeds of
approximately $2.6 billion to Kraft and its shareholders (based on Ralcorp’s
closing stock price of $55.47 on November 14, 2007).
Kraft
shareholders will receive Ralcorp shares after the distribution and subsequent
merger of the Post cereals business with Ralcorp. Based on
market conditions prior to closing, Kraft will determine whether the shares
will
be distributed in a spin-off or a split-off transaction. Either type
of transaction would be tax-free to Kraft shareholders. In a spin-off
transaction, all Kraft shareholders would receive a pro rata number
of shares. In a split-off transaction, Kraft
shareholders would have the option to exchange their Kraft shares and receive
Ralcorp shares at closing, resulting in a reduction in Kraft’s shares
outstanding.
In
a
spin-off, Kraft’s earnings per diluted share would be adjusted downward by $0.13
on an annual basis. From a Kraft shareholder perspective, this is
largely offset by the earnings attributable to ownership of Ralcorp
stock. In a split-off, Kraft expects earnings dilution on an annual
basis would be approximately $0.07 per diluted share.
Kraft
and
Ralcorp expect to complete the transaction in mid-2008. The
transaction is subject to customary closing conditions, including regulatory
and
Ralcorp shareholder approvals.
Conference
Call Today
Kraft
and
Ralcorp will host a joint conference call with analysts and media at
8
a.m.
EST. In the U.S., dial +1-800-322-9079; outside the U.S., dial
+1-973-582-2717. To ensure access to the conference call, please plan
to dial in at least 10 minutes before the call starts. A rebroadcast will
be
available until November 22, 2007 by calling
+1-877-519-4471
in the U.S. and +1-973-341-3080 from outside the U.S. The PIN number for
both the conference call and its archived rebroadcast is 9467722.
For
access to the call via live audio webcast, please visit
www.kraft.com. An archive of the webcast will be available for one
year in the Investor Center on
the
company’s website, www.kraft.com.
About
Kraft Foods
Kraft
Foods (NYSE: KFT) is one of the world's largest food and beverage companies,
with annual revenues of more than $34 billion. For over 100 years, Kraft
has
offered consumers delicious and wholesome foods that fit the way they live.
Kraft markets a broad portfolio of iconic brands in 155 countries, including
six
brands with revenues of more than $1 billion, such as Kraft cheeses,
dinners and dressings; Oscar Mayer meats; Philadelphia cream
cheese; Nabisco cookies and crackers; Jacobs coffees and
Milka chocolates. Kraft became a fully independent
company on March 30,
2007, and is listed in the Standard & Poor's 100 and 500 indexes. The
company is a member of the Dow Jones Sustainability Index and the Ethibel
Sustainability Index. For more information, visit the company's website at
http://www.kraft.com.
Forward-Looking
Statements
This
press release contains forward-looking statements that we intend to merge
our
Post cereals business into Ralcorp Holdings, Inc.; that
the transaction is tax-efficient and our belief about the worth to Kraft
and
shareholders; that we would have needed to receive approximately $4.0 billion
in
cash for the business to achieve an equivalent amount in a taxable transaction;
that this is a transaction where everyone wins; that Kraft shareholders will
benefit from the future value created by combining the
Post brands with Ralcorp; that this is another step in
the transformation plan to restore Kraft to reliable growth; that the
transaction has several benefits to Kraft and our shareholders; the number
of
employees that will join Ralcorp; when and how shares will be distributed;
that
prior to closing, we will decide whether the shares will be distributed in
a
spin-off or a split-off; our expectation regarding completion of the
transaction; the effect on diluted earnings per share and the impact on future
earnings from the transaction. These forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those predicted in the forward-looking statements. Such factors,
include, but are not limited to pricing actions, delays in consummating the
transaction, failure to obtain Ralcorp shareholder approval, regulatory actions
or delays related to the particular brands included in the transaction, receipt
of an IRS ruling approving the tax-free status of the transaction, failure
to
recognize expected cost savings from our restructuring program and increased
competition. For additional information on these and other factors
that could affect our forward-looking statements, see our filings with the
SEC,
including our most recently filed Annual Report on Form 10-K and subsequent
reports on Form 10-Q and 8-K. We disclaim and do not undertake any obligation
to
update or revise any forward-looking statements in this press
release.
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.
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