To: md1derful who wrote (6205 ) 5/3/2001 9:12:45 AM From: Jim Oravetz Read Replies (1) | Respond to of 6439 Kraft's IPO Shares Priced at $26 to $31 May 2, 2001 WASHINGTON -- Philip Morris Cos.' Kraft Foods Inc. unit said its underwriters have set the terms of its pending initial public offering -- 280 million shares of Class A common stock, with an estimated price range of $26 to $31 each. The disclosure, made in a filing with the Securities and Exchange Commission, following up on Kraft's March filing which said the company planned to sell up to $5 billion in stock. Terms weren't disclosed then. The IPO will constitute 50.5% of the 555 million Class A to be outstanding and suggests total proceeds from the offering of up to $8.68 billion. Those figures don't include any exercise of the IPO's 28-million-share overallotment, or shares for outstanding or potential options or warrants. Philip Morris (MO) will own 49.5% of the Class A stock and 100% of the 1.18 billion Class B stock after the IPO. Each share of Class A stock has one vote and each share of Class B stock has 10 votes. As a result, Philip Morris will control 98% of Kraft's voting power. Kraft, the nation's largest packaged-foods concern, said it plans to use the offering's proceeds to pay off part of an $11 billion debt Philip Morris issued Kraft to buy Nabisco Holdings Corp. in December for $15.2 billion. Including Nabisco's results, Kraft had net income of $1.4 billion in 2000 on sales of $34.7 billion. Northfield, Ill.-based Kraft plans an initial annual dividend of 52 cents a share on all Class A and B shares. The stock would trade on the New York Stock Exchange under the symbol "KFT." Kraft's broad array of brands ranges from Jell-O, Miracle Whip and Tombstone pizza to Post cereals, Oreos, Cool Whip and Grey Poupon mustard. Credit Suisse Group's Credit Suisse First Boston and Citigroup Inc.'s Salomon Smith Barney are jointly leading the IPO