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| KFT > SEC Filings for KFT > Form 8-K on 1-Oct-2012 | All Recent SEC Filings |
1-Oct-2012
Entry into a Material Definitive Agreement, Completion of Acquisitio
Effective as of 5 p.m. (EDT) on October 1, 2012, Mondel?z International, Inc.
(formerly Kraft Foods Inc.) completed the previously announced spin-off of our
North American grocery business, Kraft Foods Group, Inc., to our shareholders
(the "Spin-Off"). On September 27, 2012, in connection with the implementation
of the Spin-Off, we entered into certain agreements with Kraft Foods Group to
(i) effect our legal and structural separation; (ii) govern the relationship
between us and Kraft Foods Group up to and after the completion of the Spin-Off;
and (iii) allocate between us and Kraft Foods Group various assets, liabilities
and obligations, including, among other things, employee benefits, intellectual
property and tax-related assets and liabilities.
Separation and Distribution Agreement
We entered into a separation and distribution agreement with Kraft Foods Group pursuant to which we and Kraft Foods Group will legally and structurally separate.
The separation and distribution agreement, among other things, (i) provides that
we and Kraft Foods Group have completed certain internal restructuring
transactions so that we retain the assets of, and the liabilities associated
with, the global snacks business and Kraft Foods Group retains the assets of,
and the liabilities associated with, the North American grocery business,
(ii) allocates specified categories of net liabilities not principally related
to the business to which they are being allocated, (iii) terminates all
intercompany arrangements between Kraft Foods Group and us, except for specified
agreements and arrangements that will survive the Spin-Off and (iv) provides a
right of first offer to Kraft Foods Group in the event that we propose to divest
specified cream cheese or processed cheese businesses, and a right of first
offer to each party in the event that the other party proposes to divest
specified trademark licenses.
Tax Sharing and Indemnity Agreement
We entered into a tax sharing and indemnity agreement with Kraft Foods Group that will govern our and Kraft Foods Group's rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns. Kraft Foods Group, as our former subsidiary, has, and will continue to have following the Spin-Off, joint and several liability with us to the Internal Revenue Service and certain U.S. state tax authorities for our U.S. federal income and state taxes for the taxable periods in which Kraft Foods Group was part of our consolidated group. The tax sharing and indemnity agreement specifies the portion of this liability for which Kraft Foods Group bears responsibility, and we have agreed to indemnify Kraft Foods Group against any amounts for which Kraft Foods Group is not responsible. In addition, the tax sharing and indemnity agreement provides special rules for allocating tax liabilities in the event that the Spin-Off, together with related transactions, is not tax-free.
Employee Matters Agreement
We entered into an employee matters agreement with Kraft Foods Group that addresses employment, compensation and benefits matters for employees in the United States. Subject to certain variations and exceptions, Kraft Foods Group retains or assumes employment,
We retain or assume the liabilities (and, where applicable, related assets) associated with tax-qualified defined benefit pension plans, tax-qualified defined contribution plans, plans providing retiree medical and other welfare benefits and nonqualified retirement and deferred compensation plans with respect to our current employees and former employees of the Cadbury business. Kraft Foods Group retains or assumes these liabilities (and, where applicable, related assets) with respect to its current and former North American grocery business employees and former U.S. employees of the global snacks business as of the Spin-Off, other than former employees of the Cadbury business.
Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property
Certain of our subsidiaries entered into a master ownership and license agreement regarding patents, trade secrets and related intellectual property . . .
We completed the Spin-Off by distributing ratably, to our shareholders, one share of common stock of Kraft Foods Group for every three shares of our common stock outstanding on September 19, 2012, or approximately 592 million shares of common stock of Kraft Foods Group. Following the Spin-Off, we do not beneficially own any shares of common stock of Kraft Foods Group.
The information in Item 1.01 is incorporated herein by reference.
Departure of Directors; Election of Directors
On October 1, 2012, in connection with the Spin-Off, Myra M. Hart, Peter B. Henry, Terry J. Lundgren, Mackey J. McDonald and John C. Pope resigned from our Board of Directors in order to serve on the board of Kraft Foods Group.
On October 1, 2012, in connection with the Spin-Off, Stephen F. Bollenbach, Lewis W. K. Booth and Ruth J. Simmons joined our Board of Directors.
Effective as of October 1, 2012, our Board of Directors has three standing committees: Audit, Human Resources and Compensation and Governance, Membership and Public Affairs. The members of our Board of Directors and its committees are listed in the table below.
Governance,
Human Membership
Resources and
and Public
Name Audit Compensation Affairs
Stephen F. Bollenbach X - X
Lewis W. K. Booth X - -
Lois D. Juliber - Chair X
Mark D. Ketchum - X Chair
Jorge S. Mesquita X - -
Fredric G. Reynolds Chair - -
Irene B. Rosenfeld* - - -
Ruth J. Simmons - X X
Jean-François M.L. van Boxmeer - X X
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* Ms. Rosenfeld serves as Chairman of our Board of Directors.
Appointment of Certain Officers
Stock Awards
In connection with the Spin-Off, on September 28, 2012, the Human Resources and Compensation Committee of our Board of Directors approved the grant of Kraft Foods Group restricted stock unit awards in the amount of $750,000 to W. Anthony Vernon, Kraft Foods Group's Chief Executive Officer, and in the amount of $200,000 to Timothy R. McLevish, Kraft Foods Group's Chief Financial Officer. Kraft Foods Group will issue these restricted stock unit awards on October 2, 2012. The restricted stock units will vest 50% on October 2, 2014 and 50% on October 2, 2015.
On October 1, 2012, we amended our amended and restated articles of incorporation, as well as our amended and restated by-laws, to change our name to Mondel?z International, Inc. Our amended and restated articles of incorporation and our amended and restated by-laws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K.
On October 1, 2012, we issued a press release announcing the completion of the Spin-Off. We attach a copy of our press release as Exhibit 99.1 and incorporate it herein by reference.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit No. Description
2.1* Separation and Distribution Agreement between Kraft Foods Inc.
and Kraft Foods Group, Inc., dated as of September 27, 2012.
3.1 Amended and Restated Articles of Incorporation of Mondel?z
International, Inc.
3.2 Amended and Restated By-Laws of Mondel?z International, Inc.
10.1 Tax Sharing and Indemnity Agreement by and between Kraft Foods
Inc. and Kraft Foods Group, Inc., dated as of September 27, 2012.
10.2* Employee Matters Agreement between Kraft Foods Inc. and Kraft
Foods Group, Inc., dated as of September 27, 2012.
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10.3* Master Ownership and License Agreement Regarding Patents, Trade Secrets
and Related Intellectual Property between Kraft Foods Global Brands LLC,
Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D
Inc., effective as of the Distribution Date.
10.4* Master Ownership and License Agreement Regarding Trademarks and Related
Intellectual Property between Kraft Foods Global Brands LLC and Kraft
Foods Group Brands LLC, dated as of September 27, 2012.
99.1 Press Release issued by Mondel?z International, Inc. on October 1, 2012.
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* Mondel?z International, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.
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