As filed with the Securities and Exchange Commission on April 17, 2002 Registration No. 333-67770 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- 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) -------------------- 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) - -------------------------------------------------------------------------------- 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