Filed by Ralcorp Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Kraft Foods Inc.
Commission File No. 001-16483
The following slides were used on February 4, 2008 in a presentation to certain employees of Kraft Foods Inc.
Ralcorp Attendees
Joe Orolin Vice President of Product Supply Operations
Jack Owczarczak Vice President & Director of Human Resources
Corporate
Larry Vawter Director of Human Resources
Ralston Foods
Carriage House Companies
ADDITIONAL INFORMATION
In connection with the proposed transaction between Ralcorp and Kraft, Ralcorp and/or a newly formed subsidiary
of Kraft that will acquire the Post cereals business will file a proxy statement/prospectus and other documents
regarding the proposed transaction with the U.S. Securities and Exchange Commission. Shareholders are urged
to read the
proxy statement/prospectus and any other relevant documents when they become available, because
they will contain important information about Kraft, Ralcorp and the proposed transactions. The proxy
statement/prospectus and other documents relating to
the proposed transaction (when they are available) can be
obtained free of charge from the SECs website at http://www.sec.gov. These
documents (when they are
available) can also be obtained free of charge from Kraft upon written request to Kraft Foods Inc., Three Lakes
Drive, Northfield, Illinois 60093, or by calling (847) 646-5494, or from Ralcorp upon written request to Ralcorp
Holdings, Inc., 800 Market Street, Suite 2600, Saint Louis, Missouri 63101, or by calling (314) 877-7113.
This communication is not a solicitation of a proxy from any security holder of Ralcorp and shall not constitute an
offer to sell or the
solicitation of an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of such jurisdiction. However,
Kraft, Ralcorp and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the
proposed transaction under the rules of the SEC. Information about
the directors and executive officers of Kraft
may be found in its 2006 Annual Report on Form 10-K filed with the SEC on March 1, 2007, definitive proxy
statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on March 13, 2007
and current
reports on Form 8-K filed with the SEC. Information about the directors and executive officers of Ralcorp may be
found in its 2007 Annual Report on Form 10-K filed with the SEC on November 29, 2007, definitive proxy
statement
relating to its 2008 Annual Meeting of Shareholders filed with the SEC on November 29, 2007 and
current reports on Form 8-K filed with the SEC. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding
the interests of these participants will also be included
in the proxy statement/prospectus regarding the proposed transaction when it becomes available.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This document contains forward-looking statements which are within the safe harbor provisions for forward-
looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements with respect to the expected timing, completion and effects of the proposed merger
and the financial condition, results of operations, plans, objectives, future performance and business of Ralcorp
and the combined company,
including statements preceded by, followed by or that include the words believes,
projects, targets, should, expects, anticipates, estimates, intends, plans,
will, can or similar
expressions. These forward-looking statements are not guarantees of future performance and involve certain risks
and uncertainties. There are a number of important factors which could cause Ralcorps
actual results to differ
materially from those anticipated by the forward-looking statements. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking statements. These factors include,
but are not limited to: (1) the ability to consummate the proposed transaction; (2) receipt of regulatory and
shareholder approvals without unexpected delays or conditions, including without limitation a private letter ruling
from the Internal Revenue
Service; (3) changes in estimates of future earnings and cash flows; (4) certain
financial information included in this document and information that was used in preparation of our estimates is
based on unaudited "carved out" financial statements which
information may be different once audited; (5)
changes in expectations as to the closing of the transaction; (6) an increase in costs of packaging materials,
ingredients, or raw materials, including wheat and corn products, oats, rice, sugar and soybean
oil; (7) competitive
pressures among branded and private label manufacturers increasing significantly; (8) general economic and
business conditions that adversely affect Ralcorp or its suppliers, distributors or customers; (9) Ralcorps ability
to
maintain and/or improve sales and earnings performance; (10) expected synergies and cost savings are not
achieved or achieved at a slower pace than expected; (11) integration problems, delays or other related costs;
(12) retention of customers
and critical employees; (13) the interest rate Ralcorp pays on its borrowings; (14)
unanticipated changes in laws, regulations, or other industry standards affecting Ralcorp; and (15) those
referenced in Item 1A of Ralcorps Annual Report on Form
10-K for the year ended September 30, 2007, under
the heading Risk Factors.
Further information on other factors which could affect the financial results of Ralcorp after the transactions
contemplated by the agreement referred to in this press release is included in Ralcorps
filings with the
SEC. These documents are available free of charge at the SECs website at http:\\www.sec.gov or from Ralcorp.
Agenda
Introduction to Ralcorp
- History
- Current State
- Culture / Work Environment
Impact of Post Transaction on Company
Current Status of Deal
Comp / Benefit Plan Overview
In the Beginning
1994: Spun-off from Ralston-Purina
Traded on NYSE: RAH symbol
Original Businesses:
Branded Cereal (Chex)
Branded Baby Food (Beechnut)
Colorado Ski Resorts
Private Label Cereal, Crackers and Cookies
Ralcorp today is:
Largest Store Brand food manufacturer in North America
Leading manufacturer in Frozen Foodservice
Leading manufacturer in In-store bakery
Defining Events
1996 branded cereal producers announced $1
drop in the price of branded cereal.
Ralcorp transformed its focus from a company
with varied interests to a company clearly focused
on store brand and value brand foods
- Sold branded Cereal and Chex Snack Mix business
to General Mills January 1997
- Sold Beech-Nut Nutrition Corporation to Millnot - September 1998
- Sold Ralston Resorts to Vail January 1997
New Direction
Focus on Store Brand/Foodservice
Platform
Growth through Acquisitions
Explore food categories that provide
strategic fit
Acquisitions and Execution Have
Built an Industry Leader
Wortz Company (1997)
Flavor House (1998)
Sugar Kake (1998)
Nutcracker (1998)
Martin Gillet (1999)
Southern Roasted (1999)
Ripon Foods (1999)
Cascade Cookie (2000)
James P. Linette (2000)
Red Wing (2000)
Torbitt & Castleman (2001)
Lofthouse Foods (2002)
Bakery Chef (2003)
Concept 2 Bakers (2004)
Medallion Foods (2005)
Western Waffle (2005)
Parco Foods (2006)
Cottage Bakery (2006)
Bloomfield Bakers (2007)
Post Cereals (mid-2008 exp close)
Via Five Operating Platforms
Leading Manufacturer of Frozen Griddles
(Pancakes) to Foodservice Customers
#1 Cookie in In-store Bakery
Leading Manufacturer of Artisan Breads
to both Foodservice and In-Store Bakery
#1 Store Brand Frozen Waffles
Frozen Bakery
Leading Store Brand Manufacturer of
Jellies, Jams, Peanut Butter
Carriage House
#1 Store Brand Nut Manufacturer
Nutcracker
#1 Store Brand Cookie / Cracker
Manufacturer
Bremner
#1 Store Brand Cereal Manufacturer
Ralston Foods
History and Overview
Facilities
Streator, IL (peanut butter)
Buckner, KY (multi-line)
Dunkirk, NY (multi-line)
Fredonia, NY (multi-line)
Nations largest supplier of
store brand spoonable and
pourable salad dressings,
table syrup, peanut butter,
preserves and jellies
Leading producer of private
label sauces
Purchased Martin Gillet
March, 1999
Purchased Red Wing July,
2000
Purchased Torbitt &
Castleman February, 2001
More than 10,000 SKUs
Overview
Preserves & Jellies
Maple Syrup
Peanut Butter
Spoonables (Mayonnaise)
Mexican Sauce
Pourables (Salad Dressing)
BBQ Sauce
Chocolate Syrup
Pasta Sauce
Major Peters Beverage Line
Product Line
Facilities
Princeton, KY (crackers/cookies)
Poteau, OK (crackers))
Ripon, WI (cookies)
Tonawanda, NY (cookies)
South Beloit, IL (cookies)
Minneapolis, MN (crackers)
Produce 45 major cookie items
Store Brand Cookie Product Line:
- Premium Sandwich Cremes
- Value Sandwich Cremes
- Wire Cut Cookies (Choc. Chip,
- Pecan Shortbread, Vanilla Wafers, etc.)
- Enrobed Cookies
- (Fudge Graham, Striped Shortbread, etc.)
- Animal Cookies
- Fig Bars
- Sugar Wafers
Produce 22 major cracker items
focused on brand emulation
Cracker Product Line:
- Saltines/Oysters
- Grahams
- Sprayed Butter (Ritz, Townhouse)
- Club Cracker
- Cheese
- Wheat
- Shredded Wheat (Triscuit)
- Premium Crackers
History and Overview
Nutcracker
Plant located in Dothan Alabama
State-of-the-art equipment,
processes and warehouse
Linette
Plant located in Womelsdorf,
Pennsylvania
Facilities
Founded in 1981 by Hintlian
Brothers
Sold to Ralcorp 1998
#1 Private Label Snack Nut
manufacturer in USA
Produce over 55% of all Private
Label Nuts in USA
#1 Private Label Peanut Butter
Cup manufacturer
Overview
- Filled, molded chocolate
candies
Peanut Butter cups
Carmel cups
Mint cups
- Chocolate/Nut Clusters
- Panned/polished nuts
- Low-melt chocolate products for
ice cream inclusions
Oil Roasted line
- Peanuts
- Cashews
- Mixed Nuts
- Smoked
Almonds
- Trail Mixes
Full Bagged Line
- Peanuts /
Cashews
- Walnuts
- Almonds
- Pecans
Dry Roasted Nut Line
- Regular Peanuts
- Honey Roasted
- Sunflower
- Macadamia
Overview
Frozen Bakery Products is the
combination of: Bakery Chef,
Lofthouse, Cascade, Concept 2
Bakers, Western Waffle and
Cottage Bakery.
Frozen Bakery offers fully
finished and frozen cookies,
griddle, waffles and bread
products to both foodservice and
retail.
Facilities
Overview
Louisville, KY (2 plants) multi-
line
Seattle, WA multi-line
Grand Rapids, MI bread
Chicago, IL muffins
Ogden, UT - cookies
Fridley, MN Artisan bread
Vancouver and Brantford
Waffles
Lodi CA Thaw & Sell Par-
baked and frozen dough, artisan
breads, bagels, Danish, donuts,
cakes
Cookies
- Lofthouse Cookies
- Cascade Holiday Cut-Out
cookies
- Cascade Sweet Treats
- Premium Wire-Cut cookies
- No-Bake cookies
Breads and Rolls
- Table Breads
- Sliced Breads
- Breadsticks
- Rolls & Buns
- Artisan Breads
Other Baked Goods
- Danish
- Bagels
- Donuts
- Cakes
Pancakes
Buttermilk
Blueberry
Chocolate Chip
Waffles
Golden Square
Belgian Waffle
Biscuits
Buttermilk Biscuits
Cinnamon Raisin Biscuits
Easy Split Buttermilks
Mix
French toast
Cinnamon Swirl
Home Style
French Toast Stix
Muffins
Mainstream
- Chocolate
- Blueberry
- Banana Nut
- Bran
- Lemon
Indulgent
- Dulce de Leche
- Cranberry Orange
- Walnut Steusel
Ralston Foods
History and Overview
St Louis Headquarters
RFC Manufacturing
Lancaster, OH
Battle Creek, MI
Cedar Rapids, IA
Sparks, NV
CO Packer Roskam - MI
RF 3rd Party Distribution
ODW OH
Worley IA
OHL NV
Medallion Manufacturing
Newport AR
Bloomfield Bakers Manufacturing
Azusa CA
Los Alamitos CA
Overview
Facilities
4/1/94 Largest part of Purina
spin-off
Chex brand cereals, and
snackmix, SB cereal,
Beechnut, Keystone Resorts
1996 Sold Chex brand,
Beechnut, and Keystone
2005 Acquired Medallion
2007 Acquired Bloomfield
Bloomfield Bakers
Cereals - Organic RTE and Hot
Cookies/Crackers Organic
Bars - Cold slab and baked
- Cereal and Granola
Medallion
Corn Chips
Tortilla Chips
Cheese Snacks
Ralston Foods Cereal
RTE Cereal
Traditional emulations,
organic, unique
Box, Bag
Hot Cereal
Tubes, instants
Snackmix (warehouse delivered)
Ralcorp Locations
Tonawanda
Sparks
Ogden
Seattle
Fridley
Minneapolis
Chicago
Ripon (2 plants)
Cedar
Rapids
St. Louis
Streator
Poteau
Dothan
Princeton
Buckner
Louisville (2 plants)
Lancaster
Dunkirk
Fredonia
Womelsdorf
Battle Creek
Grand Rapids
Ralcorp Headquarters
Ralcorp Frozen Bakery (10 facilities)
Bremner Food Group (8 facilities)
Carriage House (4 facilities)
Ralston Foods (7 facilities)
Vancouver
Brantford
Lodi
Bloomfield
(2 plants)
Newport
FY2007 Net Sales by Division
Net Sales by Division
Total FY2007 Sales: $2.23 Billion
Net Sales (in millions)
POST
TRANSACTION
Ralcorp/Post - Why the Deal?
Adds Significant Scale
Adds 3rd largest US RTE branded
cereal maker
Strengthens position in core, center-of-
store, destination category
Premier mid cap food company with
strong margins and balance sheet
Ralcorp/Post - Why the Deal?
Improved Business Mix
Balance portfolio between branded (32%), private
label (49%) and frozen bakery (19%)
Post has a complete portfolio in the cereal category
Ralcorp/Post - Why the Deal?
Strong Foundation for Growth
Greater Ability to pursue acquisitions of branded
businesses as well as private label and frozen
bakery businesses
Potential for operational, logistics and procurement
efficiencies
Opportunities to leverage trademarks in new
categories
Post will benefit from increased focus under Ralcorp
Management
The New Ralcorp Branded, Private
Label and Frozen Bakery Balance
Post Cereal Sales Mix
New Ralcorp Sales Mix
Ralcorp Sales Mix
Attractive Portfolio With
Significant Market Presence
New Ralcorp
Carriage
House
Bremner
Ralston
Post
Frozen
Bakery
Largest store
brand cracker
company
Largest store
brand cookie
company
Largest supplier
of private label
snack nuts
Leading supplier
of food service
and private label
frozen griddle
and bakery
products
Leading supplier
of thaw and sell
in-store bakery
cookies
Largest supplier
of private label
RTE cereal
3rd largest
branded U.S.
RTE cereal
company
Nations largest
supplier of store
brand:
Spoonable
salad
dressings
Salsa
Table syrup
Peanut butter
Preserves
and jellies
Nutcracker
Post Transaction Next Steps
Integration planning underway at Ralcorp
Kraft will provide transition services for up to 18
months post-closing
Post will be managed separately from private
label cereal division
Manufacturing transition will begin immediately
upon closing
No facility closures planned
POST Transaction Next Steps
Legal Transactions Completed
FTC Hart Scott Rodino Review
IRS Ruling on tax free treatment of transaction
Ralcorp Shareholder Approval
Transaction must be approved
by shareholders
Deal Close Anticipated Mid 2008
Company Culture
Team Based
Collaborative
Results and Action Oriented
High Integrity / Respect
Customer Focused
Conditioned for Change
Flexible / Casual Work Environment
Good Work / Life Balance
Ralcorp Holdings, Inc.
Compensation and
Employee Benefits
Ralcorp Compensation and
Employee Benefits
Today well provide an overview of the
compensation and benefits package
Many details remain to be resolved and
are in the process of being addressed
we cant answer all of the questions you
may have at this time
A written summary of this material will be
provided at the end of todays meeting
Highlights
Benefits Ralcorp offers a comprehensive
benefits package through top-tier third party
insurance companies and service providers
Compensation for at least two years base pay
and target cash incentives will be at least equal
to those in place at the time the transaction is
completed
PTO/accrued vacation balance at the time
transaction closes will be carried over into
Ralcorp programs
Benefit Plans
Health Care Plan
(Medical/Prescription
Drugs/Dental)
Retiree Health (if
eligible)
Vision Plan
Group Term Life
Long Term Disability
Voluntary Personal
Accident (AD & D)
Company Travel
Accident
Short Term Disability
Employee Assistance
Plan
Retirement Plan
Savings Investment
Plan (401k)
Ralcorp Health Care Plan - Medical
Two Preferred Provider Organization (PPO) plan
designs available plan provisions are
summarized in handout material
Benefits provided through the following
networks:
Medical - Anthem Blue Cross/Blue Shield
Prescription Drugs Medco Health Systems
Amounts incurred in 2008 toward deductibles,
coinsurance and out-of-pocket maximums in the
Kraft plans will be recognized toward satisfying
these provisions in Ralcorps plan
Dental/Vision
Dental
Two dental plan designs offered through Delta Dental
networks
As with medical coverage, amounts incurred in 2008
toward deductibles, coinsurance and out-of-pocket
maximums in the Kraft plans will be recognized
toward satisfying these provisions in Ralcorps
plan
Vision benefit plan provided through Vision
Service Plan (VSP)
Plan summaries are included in handout
materials
Retiree Health Coverage
If you do not meet the eligibility requirements for
retiree coverage through Kraft when the
transaction is completed, you may still qualify for
unsubsidized retiree coverage under the Ralcorp
Health
Plan
Eligibility to participate under the Ralcorp plan
requires that you:
Were hired by Kraft prior to 1/1/04
At the time of your termination or retirement from
Ralcorp are age 55 with at least 10 year of service
Flexible Spending Accounts (FSA)
Health Care Reimbursement Account (HCRA)
Dependent Care Reimbursement Account
(DCRA)
Transition Provisions:
Unused FSA account balances remaining from your
2008 Kraft FSA elections will remain available
2008 elections under Krafts FSA plan will remain in
effect
Other Benefits
Group Term Life
Company paid 2 times earnings
Optional Employee Coverage 1 to 5 times
earnings
Optional Spouse/Dependent Coverage
Long Term Disability coverage available to replace
60% of earnings
Short Term Disability
Voluntary Personal Accident (AD&D)
Company Travel Accident
Employee Assistance Plan (EAP)
Retirement Income Benefits
Ralcorps general strategy is to provide the
Company-paid portion of retirement income
benefits through enhanced Company
contributions to 401k-type plans
As part of our integration strategy for the Post
business, we will provide benefits that mirror key
provisions of the current Kraft Pension and Thrift
(401k) plans for a two year period following
completion
of the Post acquisition
Pension Benefits
All Kraft service will be recognized for
determining eligibility and vesting
Ralcorp will duplicate the following
features of the Kraft pension plan
Benefit accrual formulas
Vesting provisions
Eligibility for retirement benefits
Early retirement subsidy provisions
Pension Benefits
We will use the same process to
determine your final average earnings
The calculation of final average earnings
will include eligible compensation paid to
you during your Kraft service
Benefits earned while employed by Kraft
will be paid from the Kraft pension plan;
benefits earned for Ralcorp service will be
paid from the Ralcorp pension plan
401k Benefits
During the two-year transition period, we will
continue to provide the same level of Company
matching contributions
Kraft service will be recognized for purposes of
eligibility and vesting
Company contributions will vest at a rate of 25%
for each year of service fully vested after 4
years
You will have an opportunity to receive a
distribution of your vested Kraft 401k plan
balance and rollover that amount into the
Ralcorp 401k plan, subject to some restrictions.
Next Steps
Continue to work on many plan details
and transition
Prepare for benefit enrollment activities
Our Family of Products
Cookies: Crackers Full Range
Mayonnaise Pourable Salad Dressing
Jams, Jellies Peanut Butter
Syrup Bar-B-Que Sauce. Seafood/Cocktail Sauce
Mex. Sauces Pasta Sauces
Steak Sauces Flavored Syrup
Oil Roasted Snack Nuts, Peanuts Cashews, Almonds Pecans
Dry Roasted Nuts, Peanuts, Cashews, mixed Nuts, Macadamia Nuts,
Sunflower Kernels, Natural Pistachios
Specialty Products
Baking Nuts, Walnuts, Almonds, Pecans, etc.
Linette Quality Chocolates
Ready to Eat Cereals Full Range
Hot Cereals Full Range
Corn Based Snacks
Griddle Products
Pancakes
Biscuits
Waffles
French Toast Sticks
Breads:
Artisan Breads and Rolls
Cookies:
Frosted Cookie
Premium Wire Cut Cookie
Frozen Dough
Fully Finished Cakes