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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/17/12 Kraft Foods Group, Inc. 10-12B/A 16:5.2M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-12B/A Amendment No. 4 to Form 10 HTML 64K
2: EX-3.1 Form of Amended & Restated Articles of HTML 38K
Incorporation of Kraft Foods Group, Inc.
3: EX-3.2 Form of Amended & Restated Bylaws of Kraft Foods HTML 63K
Group, Inc.
8: EX-10.10 Form of Master Ownership and License Agreement HTML 280K
Regarding Trademarks
9: EX-10.21 Form of Kraft Foods Group, Inc. Change in Control HTML 80K
Plan
10: EX-10.22 Form of Kraft Foods Group, Inc. Deferred HTML 57K
Compensation Plan
11: EX-10.23 Form of Kraft Foods Group, Inc. 2012 Performance HTML 87K
Incentive Plan
12: EX-10.24 Form of Indemnity Agreement (Non-Management HTML 70K
Directors)
13: EX-10.25 Form of Indemnity Agreement (Directors and HTML 70K
Officers)
4: EX-10.6 Form of Tax Sharing and Indemnity Agreement HTML 136K
5: EX-10.7 Form of Employee Matters Agreement HTML 197K
6: EX-10.8 Form of Canadian Asset Transfer Agreement HTML 182K
7: EX-10.9 Form of Master Ownership and License Agreement HTML 265K
Regarding Patents
14: EX-21.1 List of Subsidiaries of Kraft Foods Group, Inc. HTML 14K
15: EX-99.1 Preliminary Information Statement of Kraft Foods HTML 2.46M
Group, Inc.
16: EX-99.2 Form of Notice of Internet Availability of HTML 18K
Information Statement Materials
| Amendment No. 4 to Form 10 |
As filed with the Securities and Exchange Commission on July 17, 2012
File No. 001-35491
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
Kraft Foods Group, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 36-3083135 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) | |
| Three Lakes Drive, Northfield, Illinois | 60093-2753 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(847) 646-2000
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, no par value |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Kraft Foods Group, Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
| Item No. |
Caption |
Location in Information Statement | ||
| 1. | Business | See “Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Where You Can Find More Information” | ||
| 1A. | Risk Factors | See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” | ||
| 2. | Financial Information | See “Risk Factors,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” | ||
| 3. | Properties | See “Business—Properties” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | See “Security Ownership of Certain Beneficial Owners and Management” | ||
| 5. | Directors and Executive Officers | See “Management” | ||
| 6. | Executive Compensation | See “Management” and “Executive Compensation” | ||
| 7. | Certain Relationships and Related Transactions, and Director Independence | See “Risk Factors,” “Management” and “Certain Relationships and Related Party Transactions” | ||
| 8. | Legal Proceedings | See “Business—Legal Proceedings” | ||
| 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | See “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Our Capital Stock” | ||
| 10. | Recent Sales of Unregistered Securities | See “Description of Our Capital Stock” | ||
| 11. | Description of Registrant’s Securities to be Registered | See “Description of Our Capital Stock” | ||
| 12. | Indemnification of Directors and Officers | See “Certain Relationships and Related Party Transactions” and “Description of Our Capital Stock” | ||
| 13. | Financial Statements and Supplementary Data | See “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein | ||
| Item No. |
Caption |
Location in Information Statement | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | ||
| 15. | Financial Statements and Exhibits | (a) Financial Statements
See “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein
(b) Exhibits
See below | ||
The following documents are filed as exhibits hereto:
| Exhibit Number |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between Kraft Foods Inc. and Kraft Foods Group, Inc.**†††† | |
| 3.1 | Form of Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc. | |
| 3.2 | Form of Amended and Restated Bylaws of Kraft Foods Group, Inc. | |
| 8.1 | Form of Opinion of Sutherland Asbill & Brennan LLP relating to certain tax matters.†††† | |
| 10.1 | Offer of Employment Letter between Kraft Foods Inc. and John T. Cahill, dated December 3, 2011.† | |
| 10.2 | $4,000,000,000 364-Day Revolving Credit Agreement, by and among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, the initial lenders named therein, Barclays Bank plc and JPMorgan Chase Bank, N.A., as co-administrative agents, Barclays Bank plc, as paying agent, Citibank, N.A., as syndication agent, and The Royal Bank of Scotland plc, as documentation agent, dated as of March 8, 2012.†† | |
| 10.3 | $3,000,000,000 Five-Year Revolving Credit Agreement, by and among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, the initial lenders named therein, JPMorgan Chase Bank, N.A. and Barclays Bank plc, as co-administrative agents, JPMorgan Chase Bank, N.A., as paying agent, Citibank, N.A. and The Royal Bank of Scotland plc, as co-syndication agents, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Bank, National Association, as co-documentation agents, dated as of May 18, 2012.††† | |
| 10.4 | Indenture by and between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012.†††† | |
| 10.5 | Supplemental Indenture No. 1 by and between Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012.†††† | |
| 10.6 | Form of Tax Sharing and Indemnity Agreement by and between Kraft Foods Inc. and Kraft Foods Group, Inc. | |
| 10.7 | Form of Employee Matters Agreement between Kraft Foods Inc. and Kraft Foods Group, Inc.** | |
| 10.8 | Form of Canadian Asset Transfer Agreement between Mondelez Canada Inc. and Kraft Canada Inc.** | |
| Exhibit Number |
Exhibit Description | |
| 10.9 | Form of Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property between Intercontinental Great Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc.** | |
| 10.10 | Form of Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC** | |
| 10.11 | Form of Master General Transition Services Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.12 | Form of Master Research and Development Transition Services Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.13 | Form of Master Information Technology Transition Services Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.14 | Form of Master Supply Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.15 | Form of 2600 Brodhead Rd., Bethlehem, PA Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.16 | Form of 5801 72nd Ave. S.E., Calgary, Canada Shared Warehouse Agreement between Kraft Canada Inc. and Mondelez Canada Inc.**†††† | |
| 10.17 | Form of 2842 Spiegel Dr., Columbus, OH Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.18 | Form of 1006 Railhead, Haslet, TX Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.19 | Form of 4512 Frontier Way, Stockton, CA Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.20 | Form of 6710 Oakley Industrial Blvd., Union City, GA Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.21 | Form of Kraft Foods Group, Inc. Change in Control Plan for Key Executives. | |
| 10.22 | Form of Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors. | |
| 10.23 | Form of Kraft Foods Group, Inc. 2012 Performance Incentive Plan. | |
| 10.24 | Form of Indemnity Agreement between Kraft Foods Group, Inc. and Non-Management Directors. | |
| 10.25 | Form of Indemnity Agreement between Kraft Foods Group, Inc. and Directors and Officers. | |
| 21.1 | List of subsidiaries of Kraft Foods Group, Inc. | |
| 99.1 | Preliminary Information Statement of Kraft Foods Group, Inc., subject to completion, dated July 17, 2012. | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials. | |
| ** | Kraft Foods Group, 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. |
| † |
| †† |
| ††† |
| †††† |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 4 to its Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
| KRAFT FOODS GROUP, INC. | ||
| By: | ||
| Name: David A. Brearton | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Dated: July 17, 2012
| Exhibit Number |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between Kraft Foods Inc. and Kraft Foods Group, Inc.**†††† | |
| 3.1 | Form of Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc. | |
| 3.2 | Form of Amended and Restated Bylaws of Kraft Foods Group, Inc. | |
| 8.1 | Form of Opinion of Sutherland Asbill & Brennan LLP relating to certain tax matters.†††† | |
| 10.1 | Offer of Employment Letter between Kraft Foods Inc. and John T. Cahill, dated December 3, 2011.† | |
| 10.2 | $4,000,000,000 364-Day Revolving Credit Agreement, by and among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, the initial lenders named therein, Barclays Bank plc and JPMorgan Chase Bank, N.A., as co-administrative agents, Barclays Bank plc, as paying agent, Citibank, N.A., as syndication agent, and The Royal Bank of Scotland plc, as documentation agent, dated as of March 8, 2012.†† | |
| 10.3 | $3,000,000,000 Five-Year Revolving Credit Agreement, by and among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, the initial lenders named therein, JPMorgan Chase Bank, N.A. and Barclays Bank plc, as co-administrative agents, JPMorgan Chase Bank, N.A., as paying agent, Citibank, N.A. and The Royal Bank of Scotland plc, as co-syndication agents, and Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Bank, National Association, as co-documentation agents, dated as of May 18, 2012.††† | |
| 10.4 | Indenture by and between Kraft Foods Group, Inc. and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012.†††† | |
| 10.5 | Supplemental Indenture No. 1 by and between Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of June 4, 2012.†††† | |
| 10.6 | Form of Tax Sharing and Indemnity Agreement by and between Kraft Foods Inc. and Kraft Foods Group, Inc. | |
| 10.7 | Form of Employee Matters Agreement between Kraft Foods Inc. and Kraft Foods Group, Inc.** | |
| 10.8 | Form of Canadian Asset Transfer Agreement between Mondelez Canada Inc. and Kraft Canada Inc.** | |
| 10.9 | Form of Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property between Intercontinental Great Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods R&D Inc.** | |
| 10.10 | Form of Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC.** | |
| 10.11 | Form of Master General Transition Services Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.12 | Form of Master Research and Development Transition Services Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| Exhibit Number |
Exhibit Description | |
| 10.13 | Form of Master Information Technology Transition Services Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.14 | Form of Master Supply Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.15 | Form of 2600 Brodhead Rd., Bethlehem, PA Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.16 | Form of 5801 72nd Ave. S.E., Calgary, Canada Shared Warehouse Agreement between Kraft Canada Inc. and Mondelez Canada Inc.**†††† | |
| 10.17 | Form of 2842 Spiegel Dr., Columbus, OH Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.18 | Form of 1006 Railhead, Haslet, TX Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.19 | Form of 4512 Frontier Way, Stockton, CA Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.20 | Form of 6710 Oakley Industrial Blvd., Union City, GA Shared Warehouse Agreement between Kraft Foods Group, Inc. and Mondelēz Global LLC.**†††† | |
| 10.21 | Form of Kraft Foods Group, Inc. Change in Control Plan for Key Executives. | |
| 10.22 | Form of Kraft Foods Group, Inc. Deferred Compensation Plan for Non-Management Directors. | |
| 10.23 | Form of Kraft Foods Group, Inc. 2012 Performance Incentive Plan. | |
| 10.24 | Form of Indemnity Agreement between Kraft Foods Group, Inc. and Non-Management Directors. | |
| 10.25 | Form of Indemnity Agreement between Kraft Foods Group, Inc. and Directors and Officers. | |
| 21.1 | List of subsidiaries of Kraft Foods Group, Inc. | |
| 99.1 | Preliminary Information Statement of Kraft Foods Group, Inc., subject to completion, dated July 17, 2012. | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials. | |
| ** | Kraft Foods Group, 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. |
| † |
| †† |
| ††† |
| †††† |
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/17/12 | |||
| 6/21/12 | 10-12B/A | |||
| 6/12/12 | 10-12B/A | |||
| 6/4/12 | ||||
| 5/18/12 | ||||
| 5/14/12 | 10-12B/A | |||
| 4/2/12 | 10-12B | |||
| 3/8/12 | ||||
| 12/3/11 | ||||
| List all Filings | ||||