================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2002 KRAFT FOODS INC. (Exact name of registrant as specified in its charter) Virginia 1-16483 52-2284372 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) Three Lakes Drive, Northfield, Illinois 60093-2753 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 646-2000 (Former name or former address, if changed since last report.) ================================================================================ Item 5. Other Events. Kraft Foods Inc. (the "Company") has filed with the Securities and Exchange Commission (the "Commission") a Prospectus dated April 25, 2002 and a Prospectus Supplement dated May 15, 2002 (Registration No. 333-86478) in connection with the public offering of $1,000,000,000 5 1/4% Notes due 2007 and $1,500,000,000 6 1/4% Notes due 2012 (collectively, the "Notes"). The purpose of this Current Report on Form 8-K (the "Report") is to file with the Commission the Terms Agreement and certain other documents related to such offering. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following documents are filed as part of this Report. (c) Exhibits. 1 Terms Agreement dated as of May 15, 2002 4.1(a) Specimen of 5 1/4% Note due 2007 4.1(b) Terms of Notes Schedule SIGNATURES 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. KRAFT FOODS INC. By: /s/ James P. Dollive -------------------------------------- Name: James P. Dollive Title: Senior Vice President and Chief Financial Officer Date: May 20, 2002 INDEX TO EXHIBITS Exhibit No. Description ------- ----------- 1 Terms Agreement dated as of May 15, 2002 4.1(a) Specimen of 5 1/4% Note due 2007 4.1(b) Terms of Notes Schedule