-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcCyvS0m1HW7a0MShjjuHgm3RUpz5Q7bOOyUekYpCk3Dl3bPrC4plTmz/GZahvVX EYCj1y0C779fH21MkxucMA== 0000950130-95-002280.txt : 19951106 0000950130-95-002280.hdr.sgml : 19951106 ACCESSION NUMBER: 0000950130-95-002280 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951103 EFFECTIVENESS DATE: 19951122 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILIP MORRIS COMPANIES INC CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 133260245 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63977 FILM NUMBER: 95587251 BUSINESS ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-880-3870 MAIL ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 S-8 1 FORM S-8 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- Philip Morris Companies Inc. (Exact name of registrant as specified in its charter) Virginia 13-326-245 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 120 Park Avenue New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) --------------- Philip Morris Incorporated Bakery, Confectionery and Tobacco Workers International Union Wage Stock Bonus Program (Full title of the plan) --------------- G. PENN HOLSENBECK Vice President, Associate General Counsel and Secretary Philip Morris Companies Inc. 120 Park Avenue New York, New York 10017 (Name and address of agent for service) (212) 880-5000 (Telephone number, including area code, of agent for service) ---------------
============================================================================================== CALCULATION OF REGISTRATION FEE ============================================================================================== Proposed Proposed Amount maximum maximum Amount of Title of securities to be offering price aggregate registration to be registered registered per share(1) offering price(1) fee - ---------------------------------------------------------------------------------------------- Common Stock, $1 par value... 225,000 shs. $83.60 $18,810,000 $6,486 ==============================================================================================
(1) Estimated solely for the purpose of computing the registration fee and calculated in accordance with Rule 457(c), based upon the average of the high and low prices for the Common Stock reported in the consolidated reporting system on October 30, 1995. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not required to be filed with the Securities and Exchange Commission (the "Commission"). ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be filed with the Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Philip Morris Companies Inc. (the "Company") with the Commission (File No. 1-8940) are incorporated herein by reference and made a part hereof: (i) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-B, dated July 1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989; (ii) the Company's Annual Report on Form 10-K for the year ended December 31, 1994; (iii) the Company's Current Report on Form 8-K, dated January 26, 1995; and (iv) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1995 and June 30, 1995. All annual reports of the Philip Morris Incorporated Bakery, Confectionery and Tobacco Workers International Union Wage Stock Bonus Program (the "Plan") filed by the Plan pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Prospectus and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Prospectus to the extent that a statement contained herein or in any other subsequently filed document that is incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II-2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Virginia Stock Corporation Act (the "Virginia Act") permits the Company to indemnify its officers and directors in connection with certain actions, suits and proceedings brought against them if they acted in good faith and believed their conduct to be in the best interests of the Company and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The Virginia Act requires such indemnification when a director entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the Company, and further provides that the Company may make any other or further indemnity (including indemnity with respect to a proceeding by or in the right of the Company), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or stockholder-adopted by-laws, except an indemnity against willful misconduct or a knowing violation of the criminal law. The Virginia Act establishes a statutory limit on liability of officers and directors of the Company for damages assessed against them in a suit brought by or in the right of the Company or brought by or on behalf of stockholders of the Company and authorizes the Company, with stockholder approval, to specify a lower monetary limit on liability in the Company's articles of incorporation or by-laws; however, the liability of an officer or director shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. The Company's articles of incorporation provide that an officer or director or former officer or director of the Company shall be indemnified to the full extent permitted by the Virginia Act as currently in effect or as hereafter amended in connection with any action, suit or proceeding brought by or in the right of the Company or brought by or on behalf of stockholders of the Company. The Company's articles of incorporation further provide for the limitation or elimination of the liability of an officer or director or former officer or director of the Company for monetary damages to the Company or its stockholders in any action, suit or proceeding, to the full extent permitted by the Virginia Act as currently in effect or as hereafter amended. In addition, the Company carries insurance on behalf of directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. - ----------- 4.1 Section I (Wages) of the Summary of Economic Negotiations for Bakery, Confectionery and Tobacco Workers International Union Locals 16-T, 203-T, 229-T and 359-T (filed herewith). 4.2 Articles of Incorporation (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference). 4.3 By-Laws (filed as Exhibit 4.3 to the Company's Registration Statement No. 33-59109, and incorporated herein by reference). 5 Opinion of Hunton & Williams as to the legality of the securities being registered (filed herewith). 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith). 24 Powers of Attorney (filed as Exhibit 25 to Post-Effective Amendment No. 2 to the Company's Registration Statement No. 33-39162, and incorporated herein by reference). II-3 ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on the 3rd day of November, 1995. Philip Morris Companies Inc. By: /s/ Geoffrey C. Bible --------------------------------------- Geoffrey C. Bible, Chairman of the Board --------------- Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Geoffrey C. Bible Director, Chairman of the November 3, 1995 - -------------------------------------------------- Board and Chief (Geoffrey C. Bible) Executive Officer /s/ Hans G. Storr Director, Executive Vice November 3, 1995 - -------------------------------------------------- President and Chief (Hans G. Storr) Financial Officer /s/ Katherine P. Clark Vice President and November 3, 1995 - -------------------------------------------------- Controller (Katherine P. Clark) Elizabeth E. Bailey, Murray H. Bring, Harold Brown, William H. Donaldson, Jane Evans, Robert E. R. Huntley, Rupert Murdoch, Richard D. Parsons, Roger S. Penske, John S. Reed Directors By: /s/ Hans G. Storr November 3, 1995 ------------------------------------- (Hans G. Storr, Attorney-in-fact)
--------------- The Plan. Pursuant to the requirements of the Securities Act of 1933, the Human Resources Department of Philip Morris Incorporated, a subsidiary of the Company, administrator of the Plan, has duly caused this Form S-8 to be signed by the undersigned thereunto duly authorized, in The City of New York, State of New York, on the 3rd day of November, 1995. Philip Morris Incorporated Bakery, Confectionery and Tobacco Workers International Union Wage Stock Bonus Program By: /s/ Eric A. Taussig ------------------------------------ Eric A. Taussig, Assistant Secretary, Philip Morris Incorporated II-5 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 4.1 Section I (Wages) of the Summary of Economic Negotiations for Bakery, Confectionery and Tobacco Workers International Union Locals 16-T, 203-T, 229-T, and 359-T (filed herewith). 4.2 Articles of Incorporation (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference). 4.3 By-Laws (filed as Exhibit 4.3 to the Company's Registration Statement No. 33-59109, and incorporated herein by reference). 5 Opinion of Hunton & Williams as to the legality of the securities being registered (filed herewith). 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith). 24 Powers of Attorney (filed as Exhibit 25 to Post-Effective Amendment No. 2 to the Company's Registration Statement No. 33-39162, and incorporated herein by reference).
EX-4.1 2 SEC. I (WAGES) EXHIBIT 4.1 ====================================================================== SUMMARY OF ECONOMIC NEGOTIATIONS Bakery, Confectionery and Tobacco Workers International Union Locals 16-T, 203-T, 229-T, and 359-T ====================================================================== I. Wages Each active full-time employee on the payroll of the Company, including employees absent due to occupational injury or illness, Medical Leave of Absence, Maternity Leave of Absence or other authorized leave under the Family Medical Leave Act, covered by this agreement, will receive payment in accordance with the following: A. Effective February 1, 1995: For each active employee on the payroll 12/31/94, a lump sum payment totaling two thousand dollars ($2,000.00). . Should the effective date fall on a Saturday, employees will receive the lump sum payment on the immediately preceding Friday. Should the effective date fall on a Sunday, employees will receive the lump sum payment on the immediately subsequent Monday. . The lump sum payment will be considered as pay solely for the purpose of the Deferred Profit Sharing Plan and will not be included in the base rate of subsequent years. . Probationary employees who are employees of the Employer on the date the lump sum payment is made will have their lump sum payment deferred until they have completed the probationary period. B. For each active employee on the payroll effective February 1, 1995: The equivalent of 35 Promissory Shares. . The equivalent Promissory Shares will be vested on the above date. 2 . The number of shares of equivalent Promissory Shares will be increased by the value of any Philip Morris Common Stock dividend(s) which would accrue during the one year period between the award date and the date of receipt. . The number of equivalent Promissory Shares will immediately be reduced by an amount equal to the value of the employee's liability for FICA taxable earnings payable on the equivalent Promissory Shares. The value of an equivalent Promissory Share will be equal to the mean of Common Stock trading price (highest/lowest) on the date the equivalent Promissory Shares are granted. . One year following the date the equivalent Promissory shares are awarded, each employee may either receive: 1. An equivalent number of shares, including any dividend accrual, of Philip Morris Common Stock, or 2. A cash payment equal to the value of the equivalent Promissory Shares including any dividend accrual. . The number of shares of Philip Morris Common Stock or cash payment will be reduced by an amount equal in value to minimum Federal, State, and Local tax withholding requirements. . If an employee elects to receive the equivalent Promissory Shares in the form of Philip Morris Common Stock, any resulting partial shares will be paid in cash. 3 . An employee may not assign the award of equivalent Promissory Shares to anyone else. . In the event of an employee's death the award will be delivered to the employee's designated beneficiary if a designation of beneficiary form is completed, or the estate of the employee if no form is completed. . Equivalent Promissory Shares will be adjusted for any Philip Morris Common Stock splits which might occur prior to the date of receipt. . Since the award is equivalent Promissory Shares, there will be no Stockholder voting rights associated with any equivalent Promissory Shares. . Equivalent Promissory Shares or PM Common Stock issued as a cash payment equal to the value of the Promissory Shares will not be considered as "earnings" for purposes of DPS, Retirement, Life Insurance, and LTD. . The Company will issue a prospectus in accordance with applicable law outlining the details of this Promissory Stock proposal prior to 2/1/96. C. Effective February 1, 1997, employees will receive a general wage increase equal to two percent (2%) of the base rate and cost of living allowance fold-in for each respective job classification. D. Laid off employees who are recalled to the payroll on or after 2/1/95 and remain on the payroll through 2/1/96 will receive a lump sum bonus equal to the dollar value of 35 shares of Philip Morris Common Stock plus any quarterly dividend paid to holders of Philip Morris Common Stock from 2/1/95 to 2/1/96. 4 Newly hired employees who are on the payroll on 2/1/96 will receive a lump sum bonus equal to the dollar value of 35 shares of Philip Morris Common Stock plus any quarterly dividend paid to holders of Philip Morris Common Stock from 2/1/95 to 2/1/96, provided the employee has completed their probationary period. Employees who have not completed their probationary period as of 2/1/96 will have their lump sum bonus deferred until they have successfully completed their probationary period. The value of the lump sum payment will be determined by the mean of Philip Morris Common Stock trading price (highest/lowest) on 2/1/96. This payment shall not be construed to be part of any rate or pay structure of any contract or agreement collateral to this Agreement. Employees who quit or are terminated prior to 2/1/96 forfeit any Philip Morris Common Stock or an equivalent lump sum payment they would otherwise be entitled to on 2/1/96. Employees assigned to the Oriental Leaf Process at the Leaf Processing Facility in Richmond will receive payment as specified above. EX-5 3 OPINION OF HUNTON & WILLIAMS Exhibit 5 --------- [Letterhead of Hunton & Williams] November 3, 1995 The Board of Directors Philip Morris Companies Inc. 120 Park Avenue New York, New York 10017-5592 PHILIP MORRIS COMPANIES INC. REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to Philip Morris Companies Inc., a Virginia corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended, with respect to 225,000 shares of the Company's Common Stock, $1.00 par value (the "Shares"), to be offered pursuant to the Philip Morris Incorporated Bakery, Confectionery and Tobacco Workers International Union Wage Stock Bonus Program (the "Plan"), together with an indeterminate amount of interests in the Plan (the "Interests"). In rendering this opinion, we have relied upon, among other things, our examination of the Plan and such records of the Company and certificates of its officers and of public officials as we have deemed necessary. Based upon the foregoing and the further qualifications stated below, we are of the opinion that: 1. the Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia; and 2. upon approval of the Plan by the Boards of Directors of the Company and its subsidiary, Philip Morris Incorporated, (i) the Shares will have been duly authorized and, when distributed in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable, and (ii) the Interests that are issued pursuant to the Plan will be legally issued, fully paid and non- assessable and will constitute the binding obligations, subject to the terms of the Plan, of the Company and Philip Morris Incorporated. November 3, 1995 Page 2 We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to such registration statement. Very truly yours, /s/ Hunton & Williams EX-23.2 4 CONSENT OF COOPERS & LYBRAND Exhibit 23.2 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Philip Morris Companies Inc. (the "Company") on Form S-8 of our reports, which include an explanatory paragraph related to litigation pending against the Company, dated January 23, 1995, on our audits of the consolidated financial statements and financial statement schedule of the Company as of December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993, and 1992, which reports are included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. /s/ COOPERS & LYBRAND L.L.P. New York, New York November 1, 1995 -----END PRIVACY-ENHANCED MESSAGE-----