-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lwXn9Kxln0//InXSs8HbgdTVSOAJeaQv6ru3GPVoMsyJQJLGoigZ5/fX6JfCsnqU 5V3D0UrS3XJT9qTtHAQ9HA== 0000950130-94-001239.txt : 19940819 0000950130-94-001239.hdr.sgml : 19940819 ACCESSION NUMBER: 0000950130-94-001239 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940818 EFFECTIVENESS DATE: 19940818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILIP MORRIS COMPANIES INC CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: 2111 IRS NUMBER: 133260245 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-48781 FILM NUMBER: 94544934 BUSINESS ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-880-38 S-8 POS 1 POST EFFECTIVE AMENDMENT NO. 3 POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENTS NOS. 2-96149, 33-14561 AND 33-48781 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 AND POST-EFFECTIVE AMENDMENT NO. 10 TO FORM S-8 AND POST-EFFECTIVE AMENDMENT NO. 13 ON FORM S-8 TO FORM S-14 REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 ---------------- PHILIP MORRIS COMPANIES INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) VIRGINIA 13-3260245 (STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) 120 PARK AVENUE, NEW YORK, NEW YORK 10017 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------- THIS POST-EFFECTIVE AMENDMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 13 TO REGISTRATION STATEMENT NO. 2-96149, AS PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-14, EFFECTIVE MARCH 15, 1985, POST-EFFECTIVE AMENDMENT NO. 10 TO REGISTRATION STATEMENT NO. 33-14561, AS PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-8, EFFECTIVE JUNE 18, 1987 AND POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-48781, AS PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-8, EFFECTIVE JUNE 23, 1992. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS CONTAINED IN THIS POST-EFFECTIVE AMENDMENT IS A COMBINED PROSPECTUS WHICH COVERS SHARES OF THE COMMON STOCK, $1 PAR VALUE, OF THE REGISTRANT REGISTERED ON FORM S-14 UNDER REGISTRATION STATEMENT NO. 2-96149 AND ON FORM S-8 UNDER REGISTRATION STATEMENTS NOS. 33- 14561 AND 33-48781. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS LOGO OF PHILIP MORRIS COMPANIES INC. PHILIP MORRIS COMPANIES INC. COMMON STOCK ($1 PAR VALUE) The shares of Common Stock, $1 par value (the "Common Stock"), of Philip Morris Companies Inc. (the "Company") covered by this Prospectus are shares that have been issued or may be issued to certain persons who may be deemed "affiliates" of the Company under the rules and regulations of the Securities and Exchange Commission (the "Commission"). See "Selling Stockholders". Such shares have been or will be acquired pursuant to the Philip Morris 1992 Incentive Compensation and Stock Option Plan, the Philip Morris 1987 Long Term Incentive Plan (together, the "Incentive Plans"), through the exercise of options granted pursuant to the Incentive Plans, the 1966, 1969, 1973 and 1982 Stock Option Plans or through the exercise of units granted pursuant to the 1977 Stock Unit Plan (collectively, the "Stock Plans"). The Company will not receive any proceeds from the sale of the shares of Common Stock covered by this Prospectus. Such shares may be offered for sale from time to time by the Selling Stockholders or by their pledgees, donees, transferees or other successors in interest pursuant to Rule 144 under the Securities Act of 1933 (the "1933 Act") or this Prospectus. If shares are offered pursuant to this Prospectus, such sales will be made on the New York Stock Exchange or on other national securities exchanges where the Common Stock is traded at prices then current on such exchanges or in block or other transactions off such exchanges at negotiated prices not unrelated to prices then current on such exchanges or by some combination of such transactions. On August 12, 1994, the closing price of the Common Stock on the New York Stock Exchange was $55 3/8 per share. In addition, if not in contravention of the rules and regulations promulgated by the Commission, the shares covered by this Prospectus may be offered and sold through the writing of call options on such national securities exchanges on which options for shares of Common Stock are traded. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- THE DATE OF THIS PROSPECTUS IS AUGUST 18, 1994. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. ---------------- AVAILABLE INFORMATION The Company has filed with the Commission, Washington, DC, a registration statement on Form S-14 (No. 2-96149) and registration statements on Form S-8 (Nos. 33-14561 and 33-48781) (together with all amendments and exhibits thereto, the "Registration Statements") under the 1933 Act with respect to the Common Stock offered by this Prospectus. This Prospectus does not contain all of the information set forth in the Registration Statements, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information pertaining to the Common Stock and the Company, reference is made to the Registration Statements. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Commission. Reports, proxy statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, DC and at the following regional offices of the Commission: 500 West Madison Street, Chicago, IL and 7 World Trade Center, New York, NY. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549. The Common Stock is listed on the New York Stock Exchange and such reports, proxy statements and other information concerning the Company can also be inspected and acquired at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, NY. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated by reference and made a part hereof: (i) 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 (for a description of the Company's Common Stock); (ii) the Company's Registration Statement on Form 8-A dated November 7, 1989 (for a description of the Company's Common Stock Purchase Rights); (iii) the Company's Current Report on Form 8-K dated May 25, 1994; (iv) the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and (v) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1994 and June 30, 1994. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that the shares of Common Stock offered by this Prospectus have been sold or deregisters all shares then unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Philip Morris Companies Inc., 120 Park Avenue, New York, NY 10017, Attention: Secretary, (212) 880-5000. 2 THE COMPANY GENERAL The Company is a holding company whose principal wholly-owned subsidiaries, Philip Morris Incorporated, Philip Morris International Inc., Kraft General Foods, Inc. and Miller Brewing Company, are engaged primarily in the manufacture and sale of various consumer products. A wholly-owned subsidiary of the Company, Philip Morris Capital Corporation, engages in various financing and investment activities. As used herein, unless the context indicates otherwise, the term "Company" means Philip Morris Companies Inc. and its subsidiaries. The Company is the largest consumer packaged goods company in the world.* The Company's principal executive offices are located at 120 Park Avenue, New York, NY 10017, telephone number (212) 880-5000. Philip Morris Incorporated ("Philip Morris U.S.A.") and its subsidiaries and affiliates are engaged primarily in the manufacture and sale of cigarettes. Philip Morris U.S.A. is the largest cigarette company in the United States. Philip Morris International Inc. ("Philip Morris International") is a holding company whose subsidiaries and affiliates and their licensees are engaged primarily in the manufacture and sale of tobacco products (mainly cigarettes); certain Latin American subsidiaries and affiliates manufacture and sell a wide variety of food products. A subsidiary of Philip Morris International is the leading United States exporter of cigarettes. Marlboro, the principal cigarette brand of these companies, has been the world's largest selling cigarette brand since 1972. The Company's food subsidiary, Kraft General Foods, Inc. ("KGF"), is the largest processor and marketer of packaged grocery, coffee, cheese and processed meat products in the United States. A wide variety of similar products is manufactured and marketed by KGF in Europe, Canada and the Asia/Pacific region. KGF also conducts foodservice businesses and sells food ingredients. Miller Brewing Company ("Miller") is the second largest brewing company in the United States. - -------- * Claims made with respect to the Company's competitive ranking in its various businesses are based on sales data or, in the case of cigarettes and beer, shipments. 3 SELLING STOCKHOLDERS The following table sets forth, as of May 31, 1994, the number of shares of Common Stock owned, the number of shares of Common Stock acquired upon exercise of options and units or pursuant to the Incentive and Stock Plans and not previously sold and the number of shares of Common Stock which may be acquired upon exercise of options or units outstanding on such date. The number of shares which may be sold pursuant to this Prospectus is the sum of the last two columns.
SHARES COVERED BY THIS PROSPECTUS ---------------------------------------- SHARES ACQUIRED PURSUANT TO THE SHARES WHICH INCENTIVE AND STOCK PLANS MAY BE AND UPON EXERCISE ACQUIRED OF OPTIONS AND UPON EXERCISE SHARES UNITS AND NOT OF OPTIONS AND NAME POSITION OWNED(1) PREVIOUSLY SOLD UNITS ---- -------- -------- ------------------------- -------------- Geoffrey C. Bible..... President and Chief Executive 44,973 44,838 219,000 Officer, Director Murray H. Bring....... Senior Vice President and 32,163 32,163 98,610 General Counsel, Director Bruce S. Brown........ Vice President, Taxes 64,089 60,296 63,030 Katherine P. Clark.... Vice President and Controller 28,513 22,294 35,690 Marc S. Goldberg...... Senior Vice President, 75,308 75,095 72,708 Corporate Planning Alan J. Lacy.......... Vice President, Financial 10,400 10,400 40,630 Services and Systems George R. Lewis....... Vice President and Treasurer 69,085 69,085 52,450 Hamish Maxwell........ Chairman of the Executive 495,889 495,680 -- Committee, Director William Murray........ Chairman of the Board, 353,593 353,593 54,870 Director Hans G. Storr......... Executive Vice President and 304,570 301,208 87,320 Chief Financial Officer, Director
- -------- (1) Includes shares owned by spouses, minor children and relatives sharing the home of the Selling Stockholder and shares held in a fiduciary capacity by the Selling Stockholder and the Selling Stockholder's spouse. Beneficial ownership of such shares is disclaimed. 4 EXPERTS The consolidated financial statements and related financial statement schedules included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference have been audited by Coopers & Lybrand, independent accountants, to the extent and for the periods indicated in their reports, and are incorporated herein in reliance on the reports of that firm, also incorporated herein, given on the authority of that firm as experts in accounting and auditing. Reference is made to said report of Coopers & Lybrand, which calls attention to a change in 1993 in the method of accounting for postemployment benefits and a change in 1991 in the method of accounting for postretirement benefits other than pensions. INDEMNIFICATION The Virginia Stock Corporation Act (the "Virginia Act") permits the Company to indemnify its officers and directors in connection with actions, suits and proceedings brought against them, requires such indemnification when a defense thereof is successful 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 to make an 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 any suit brought by a stockholder 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 if such officer or director prevails in the defense of any action, suit or proceeding brought against him or if the board of directors of the Company or a committee thereof, special legal counsel or the stockholders determine that indemnification is proper in the circumstances because such officer or director has met the standard of conduct required by the Virginia Act. 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. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Commission such indemnification is against public policy, as expressed in the 1933 Act, and, therefore, unenforceable. 5 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16 OF FORM S-3 AND ITEM 8 OF FORM S-8. EXHIBITS. EXHIBIT NO. ---------- 23--Consent of Independent Accountants. 24--Powers of Attorney.(1) - -------- (1) Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 33-39162. II-1 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND FORM S-3 AND HAS DULY CAUSED THIS POST- EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENTS TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK ON THE 18TH DAY OF AUGUST, 1994. PHILIP MORRIS COMPANIES INC. /s/ Geoffrey C. Bible By__________________________________ GEOFFREY C. BIBLE, PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST- EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENTS HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED: SIGNATURE TITLE DATE Director, President /s/ Geoffrey C. Bible and Chief Executive - ------------------------------------- Officer August 18, 1994 (GEOFFREY C. BIBLE) Director, Executive Vice President and /s/ Hans G. Storr Chief Financial - ------------------------------------- Officer August 18, 1994 (HANS G. STORR) /s/ Katherine P. Clark Vice President and - ------------------------------------- Controller August 18, 1994 (KATHERINE P. CLARK) * Elizabeth E. Bailey, Murray H. Bring, Harold Brown, William H. Donaldson, Paul W. Douglas, Jane Evans, Robert E. R. Huntley, Hamish Maxwell, Rupert Murdoch, William Murray, Richard D. Parsons, Roger S. Penske, John S. Reed, Directors /s/ Hans G. Storr August 18, 1994 *By ------------------------------------- (HANS G. STORR, ATTORNEY-IN-FACT) II-2 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS - ----------- ----------------------- 23 --Consent of Independent Accountants. 24 --Powers of Attorney.(1)
- -------- (1) Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 33-39162. EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Post-Effective Amendment No. 3 to Registration Statement No. 33-48781 on Form S-8, in this Post- Effective Amendment No. 10 to Registration Statement No. 33-14561 on Form S-8 and in this Post-Effective Amendment No. 13 on Form S-8 to Registration Statement No. 2-96149 on Form S-14 of our reports dated January 24, 1994 on our audits of the consolidated financial statements and financial statement schedules of Philip Morris Companies Inc. as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993. We also consent to the reference to our firm under the caption "Experts". Coopers & Lybrand L.L.P. New York, New York August 18, 1994 -----END PRIVACY-ENHANCED MESSAGE-----