form8k.htm
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 7,
2007
KRAFT
FOODS INC.
(Exact
name of registrant as specified in 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)
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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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ 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
1.01 Entry into a Material Definitive Agreement.
The
discussion under Item 5.02 below is
incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 7, 2007, Kraft Foods Inc. (the “Company”) expanded its board of
directors (the "Board") to eleven members, and Lois D. Juliber and Frank G.
Zarb
have been appointed directors.
Ms.
Juliber is retired Vice Chairman and Chief Operating Officer (“COO”) of
Colgate-Palmolive Company. Ms. Juliber, a highly regarded consumer
products executive, retired in April 2005 as Vice Chairman and COO of
Colgate-Palmolive Company, after having risen through both domestic and
international senior-level operating and corporate roles. Prior to
that, she had been a corporate officer of General Foods Corporation and held
a
number of general management and marketing positions. Ms. Juliber
currently is a director of Goldman Sachs and E.I. du Pont de Nemours and
Company, and Chairman of the MasterCard Foundation.
Mr.
Zarb
is Managing Director of the private equity firm Hellman & Friedman
LLC. In addition to his responsibilities at Hellman & Friedman,
Mr. Zarb currently is a director of American International Group, Inc. (AIG)
and
Non-Executive Chairman of the Promontory Financial
Group. Previously, he was Chairman and Chief Executive Officer
(“CEO”) of NASD, Inc. and The Nasdaq Stock Market, Inc. Prior
to that, he had been Chairman, CEO and President of insurance brokerage firm
Alexander & Alexander Services, Inc.; Group Chairman of The Travelers
Companies, Inc.; and Chairman and CEO of Smith Barney.
Information
as to whether there are related
persons transactions under Item 404(a) of Regulation S-K between the Company
and
Ms. Juliber and between the Company and Mr. Zarb is not available at this
time. An amended Form 8-K will be filed to disclose any such related
persons transactions when the information is available.
Each
of
Ms. Juliber and Mr. Zarb will receive the standard compensation received by
non-employee directors. These compensation arrangements are discussed in the
Company’s Form 8-K dated April 24, 2007.
The
Company also announced that Trian
Fund Management, L.P., funds managed by it and certain of its affiliates
(collectively, “Trian Partners”), has signed a standstill agreement with the
Company, as a result of the decision to appoint the two new directors, who
have
been selected by the Company and supported for nomination by Trian
Partners. In the agreement, which follows discussions between the
Company and Trian Partners, the Company confirms the Board’s intention to
appoint Ms. Juliber and Mr. Zarb as directors. Under the agreement, Trian
Partners confirms, among other items, that they will support the Board’s full
list of nominees at the Company’s next two annual meetings. The full text
of the agreement with Trian Partners, which is dated November 7, 2007, is
included as Exhibit 10.1 hereto and is incorporated herein by
reference. The press release announcing these matters is attached as
Exhibit 99.1 hereto.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
November 7, 2007 the Board adopted an amendment to Article II, Section 2 of
the
Amended and Restated By-laws of the Company (the “By-laws”), increasing the size
of the Board from nine to eleven members. The complete text of the
amendment is included as Exhibit 3.1 hereto and is incorporated herein by
reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
Exhibits
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3.1
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Amendment
to Amended and Restated By-laws of Kraft Foods Inc. dated November 7,
2007
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10.1
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Agreement
among Kraft Foods Inc., Trian Fund Management, L.P. and the
other entities and persons signatory thereto dated November 7,
2007
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99.1
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Press
release of Kraft Foods Inc., dated November 7,
2007
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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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By:
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/s/
Carol J. Ward |
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Carol
J. Ward |
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Vice
President and Corporate
Secretary |
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| Date:
November 7,
2007 |
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