Kraft Spin-off FAQs
The Board of Directors of Altria Group, Inc. voted on January 31, 2007, to authorize the Spin-off of all shares of Kraft Foods Inc. owned by Altria to Altria's shareholders. The distribution of the approximately 88.9% of Kraft's outstanding shares owned by Altria was made on March 30, 2007, to Altria shareholders of record as of 5:00 p.m. Eastern Time on March 16, 2007 (the Record Date).
These frequently asked questions are designed to address your questions relating to this transaction. Additional Frequently Asked Questions are also available on Altria’s website
Click the questions to see answers
Kraft Stock
Q. How does this impact Kraft shareholders?
A. No action is required by current Kraft shareholders. Following the Spin-off from Altria, Kraft will be an independent public company.
For more information please visit Altria's website.
Q. Will Kraft continue to have two classes of stock following the Spin-off?
A. No, following the distribution of Kraft shares to Altria shareholders, only Class A common shares of Kraft will be outstanding. Class B shares were converted to Class A shares before the distribution.
For more information please visit Altria's website.
Q. How will the Spin-off impact the number of Kraft shares outstanding?
A. Class B shares were converted to Class A shares before the distribution of Kraft shares to Altria shareholders. The total number of shares remained the same. As of September 30, 2007, there were approximately 1.547 billion shares of outstanding, comprised entirely of Class A common shares.
Q. How can I buy or sell Kraft shares after the Spin-off?
A. If you are a Registered Shareholder, please contact Kraft's transfer agent, Wells Fargo Shareowner Services. You may contact Wells Fargo Shareowner Services either through mail or by phone.
Wells Fargo Shareowner Services (Kraft Foods Inc.)
PO Box 64874
St Paul , Minnesota 55164-0874
or by phone 1-866-655-7238
If you are a Beneficial Shareholder (i.e., your shares are held through a financial institution such as a bank or a broker) please contact your financial institution.
Q. After the Spin-off will Kraft become part of the Standard & Poor's index?
A. On March 22, 2007, Standard & Poor's announced that Kraft Foods Inc. will replace Eastman Kodak Co. (NYSE: EK) in the S&P 100 and Sabre Holdings Corp. (NYSE: TSG) in the S&P 500 after the close of trading on Friday, March 30, 2007.
Q. When does the "when issued" trading for Kraft stock begin?
A. The "when issued" trading for Kraft stock occurred from March 13, 2007 through March 30, 2007. There is no longer a "when issued" market for Kraft.
Kraft Dividends
Q. Will Kraft continue to pay the same dividend as before the Spin-off?
A. As stated in Kraft's initial public offering prospectus dated June 12, 2001, we intend to pay regular quarterly dividends. Our annual rate will depend on our financial results and action by our board of directors.
Dividend Information, including our dividend history and anticipated future dividend dates are available on our website for your reference.
Tax Implications and Stock Options
Q. As a result of the Spin-off, how do I calculate the tax basis of my Altria and Kraft stock?
A. For information related to the tax basis of Altria and Kraft stock, please visit Altria's website.
Q. What are the tax implications of this transaction?
A. For information related to the tax implications of the Kraft Spin-off, please visit Altria's website.
Q. Now that the Spin-off has occurred, how will I find out how the grant prices of my Altria stock options were adjusted and the price of my new Kraft options established?
A. For information about changes to your stock option grant prices please contact UBS at 1-800-315-5250.
Direct Stock Purchase and Dividend Reinvestment Plan
Q. I participate in the Altria Direct Stock Purchase and Dividend Reinvestment Plan and received Kraft shares as a result of the Spin-off. What happens to the Kraft dividends associated with those shares?
A. Kraft shares received as a result of the Spin-off will automatically be enrolled in the Kraft Direct Stock Purchase and Dividend Reinvestment Plan, unless you notify Wells Fargo Shareowner Services, the administrator of the Kraft DSPP/DRP, that you do not wish to reinvest any Kraft cash dividends in additional Kraft shares. You can contact Wells Fargo Shareowner Services at 1-866-655-7238 (from within the U.S. and Canada) or 1-651-450-4064 (from outside the U.S. and Canada).
Q. Are there any fees associated with participating in the Kraft Direct Stock Purchase and Dividend Reinvestment Plan?
A. Yes. As with the Altria DSPP/DRP, the Kraft DSPP/DRP, sponsored by Wells Fargo Shareowner Services, requires payment by the participant of the brokerage commissions and dividend reinvestment-related fees. These commissions and fees will automatically be deducted from your plan account, unless you withdraw from the Kraft DSPP/DRP. To withdraw from the Kraft DSPP/DRP, you must notify Wells Fargo Shareowner Services Trusted Company, the administrator of the Kraft DSPP/DRP, by sending them an email or by calling 1-866-655-7238 (from within the U.S. and Canada) or 1-651-450-4064 (from outside the U.S. and Canada).
Q. What are the brokerage commissions and dividend reinvestment-related fees associated with participating in the Kraft Direct Stock Purchase and Dividend Reinvestment Plan?
Q. If I do not want to participate in the Kraft Direct Stock Purchase and Dividend Reinvestment Plan, whom do I contact?
A. If you do not wish to participate in the Kraft DSPP/DRP, you must notify Wells Fargo Shareowner Services Trust Company, the administrator of the Kraft DSPP/DRP, by sending them an email or by calling 1-866-655-7238 (from within the U.S. and Canada) or 1-651-450-4064 (from outside the U.S. and Canada).
Kraft and Altria Relationship
Q. Why did Altria spin Kraft off?
A. Altria stated in its January 31, 2007 press release, that the separation of Altria and Kraft will benefit both parties and will achieve the following results:
- Enhance Kraft's ability to make acquisitions, including by using Kraft stock as acquisition currency, to compete more effectively in the food industry;
- Allow management of Altria and Kraft to focus more effectively on their respective businesses;
- Provide greater aggregate debt capacity to Altria and Kraft;
- Permit Altria and Kraft to target their respective shareholder bases more effectively and improve capital allocation within each company; and
- Improve Kraft's ability to recruit and retain management and independent directors.
For more information please visit Altria's website.
Q. What will Kraft's relationship be with Altria after the Spin-off?
A. Following the Spin-off from Altria, Kraft will be an independent public company.
In connection with the Spin-off, Altria expects to enter into certain agreements with Kraft to define responsibility for obligations arising before and after the Spin-off, including, among others, obligations relating to employees, certain transition services and taxes.
For more information please visit Altria's website.
Kraft Management
Q. How will the Spin-off affect the composition of Kraft's Board of Directors?
A. Kraft's Board of Directors announced in its January 31, 2007 press release, changes to the board leadership structure of an independent Kraft, which will be effective on the distribution date, March 30, 2007.
- Louis Camilleri stepped down as Chairman of Kraft but, at the request of the Kraft Board, continue to serve on Kraft's Board of Directors.
- Kraft's Chief Executive Officer, Irene B. Rosenfeld, was elected to the additional post of Chairman.
- Dinyar S. Devitre and Charles R. Wall stepped down from the Board.
- Mary Schapiro was appointed Lead Director.
Additionally, in a January 29, 2007 press release Kraft announced the election of Ajay Banga to its Board of Directors.
In a March 5, 2007 press release Kraft announced that the board of directors nominated Mark D. Ketchum for election at the Annual Meeting of Stockholders to be held on April 24, 2007.
In addition, in an April 2, 2007 press release Kraft announced, effective March 30, Mary Schapiro, Chairman and CEO of the National Association of Securities Dealers, Inc., was appointed Lead Director.
On November 7, 2007 Kraft announced that it expanded its board of directors from nine to eleven members to include Lois Juliber, retired Vice Chairman and Chief Operating Officer (COO) of Colgate-Palmolive Company; and Frank Zarb, Managing Director of the private equity firm Hellman & Friedman LLC.
Finally, in a December 7, 2007 press release Kraft appointed Myra M. Hart and Fredric G. Reynolds to its board of directors. Kraft also announced that Louis Camilleri, Chairman and CEO of Altria Group, Inc., stepped down from the board.
Here is list of Kraft's current board members
For more information please visit Altria's website.
Kraft Bondholders
Q. What impact will the Spin-off have on Kraft's capital structure?
A. The Kraft Spin-off by itself will not have any significant impact on Kraft's capital structure.
For more information please visit Altria's website.
Q. What impact will this have on Kraft's credit ratings?
A. Kraft maintains regular contact with the rating agencies, which make independent assessments of the company's credit quality. Ratings announcements, if any, will be based on their own evaluations.
For more information please visit Altria's website.
Q. I am a Kraft bondholder. What impact will this have on the value of my bonds? Will Kraft call my bonds?
A. Bond values are impacted by many different market factors, including credit ratings. Kraft does not plan to repurchase its bonds in connection with the Spin-off.
For more information please visit Altria's website.
Kraft Employees
Q. I'm a current or former Kraft employee, how does this affect me?
A. If you are eligible for, or have an account balance in, any of the Kraft savings plans in the U.S. or Canada, you will receive a letter in the mail explaining the affect of the Spin-off on these plans. Current Kraft employees may also access the Kraft intranet from their computer at work for information. For information about the impact on your Altria stock options, restricted stock or deferred stock, go to Altria's website.
Q. I am a Kraft employee who currently purchased Altria stock through the Altria Employee Stock Purchase Plan. Will the monthly amount that is currently deducted from my paycheck change after the Kraft Spin-off?
A. Kraft employees who currently participate in Altria's Employee Stock Purchase Plan will receive a letter in the mail from Computershare, Altria's transfer agent, explaining the affect of the Spin-off on your participation in that plan. Following the Spin-off, Kraft employees will no longer be able to participate in the Altria Employee Stock Purchase Plan. Your last payroll statement in February 2007 reflects the final pre-spin-off deduction that will be applied toward the purchase of Altria shares for your account under the Employee Plan. Your payroll deductions will cease automatically, without any action by you. At this time, Kraft does not have an Employee Stock Purchase Plan.
If you wish to attend Kraft's
Annual Stockholders Meeting please follow the directions provided in our proxy available in early March 2007.
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