-----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, CJQXMxFmipUGkiEkBiLTmd87MsE50HSj2YySobGiERaXn4Yco34/uksDs4RuGwCy KSIG0Ppo3CevXdNS3TSHaQ== /in/edgar/work/20000810/0001005477-00-005647/0001005477-00-005647.txt : 20000921 0001005477-00-005647.hdr.sgml : 20000921 ACCESSION NUMBER: 0001005477-00-005647 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000810 EFFECTIVENESS DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILIP MORRIS COMPANIES INC CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: [2000 ] IRS NUMBER: 133260245 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43484 FILM NUMBER: 691915 BUSINESS ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 9176635000 MAIL ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on August 10, 2000 Registration No. 333- ================================================================================ 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 10017 New York, New York (Zip Code) (Address of Principal Executive Offices) ------------------- 1997 Performance Incentive Plan (Full title of the plan) ------------------- G. PENN HOLSENBECK Vice President, Associate General Counsel and Corporate Secretary PHILIP MORRIS COMPANIES INC. 120 Park Avenue New York, New York 10017 (Name and address of agent for service) (917) 663-5000 (Telephone number, including area code, of agent for service) -------------------
========================================================================================= CALCULATION OF REGISTRATION FEE ========================================================================================= Proposed maximum Proposed offering maximum Amount price aggregate Amount of Title of securities to be per offering registration to be registered registered share(1) price(1) fee - ----------------------------------------------------------------------------------------- Common Stock, $0.33 1/3 60,000,000 shs. (2) $26.28125 $1,576,875,000 $416,295.00 =========================================================================================
(1) Estimated solely for the purpose of computing the registration fee and calculated in accordance with Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices for the Common Stock reported in the consolidated reporting system on August 4, 2000. (2) Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions. ================================================================================ INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE Philip Morris Companies Inc. (the "Company") hereby incorporates by reference into this Registration Statement the contents of the Form S-8 Registration Statement filed on behalf of the Company on June 6, 1997 (File No. 333-28631). 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 10th day of August, 2000. PHILIP MORRIS COMPANIES INC. By: /s/ GEOFFREY C. BIBLE ------------------------------------- Geoffrey C. Bible, Chairman of the Board and Chief Executive Officer 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 August 10, 2000 - ----------------------------------- Board and Chief (Geoffrey C. Bible) Executive Officer /s/ LOUIS C. CAMILLERI Senior Vice President and August 10, 2000 - ----------------------------------- Chief Financial Officer (Louis C. Camilleri) /s/ JOSEPH A. TIESI Vice President and August 10, 2000 - ----------------------------------- Controller (Joseph A. Tiesi) Elizabeth E. Bailey, Harold Brown, Jane Evans, J. Dudley Fishburn, Robert E. R. Huntley, Billie Jean King, John D. Nichols, Lucio A. Noto, John S. Reed, Carlos Slim Helu and Stephen M. Wolf Directors By: /s/ LOUIS C. CAMILLERI August 10, 2000 -------------------------------- (Louis C. Camilleri, Attorney-in-fact) EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 1997 Performance Incentive Plan (filed as Exhibit A to the Company's proxy statement dated March 10, 1997, and incorporated herein by reference). 4.2 Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1997, and incorporated herein by reference). 4.3 By-Laws, as amended, of the Company (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2000, 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 PricewaterhouseCoopers LLP (filed herewith). 24 Powers of Attorney executed by Elizabeth E. Bailey, Geoffrey C. Bible, Harold Brown, Jane Evans, J. Dudley Fishburn, Robert E. R. Huntley, Billie Jean King, John D. Nichols, Lucio A. Noto, John S. Reed, Carlos Slim Helu and Stephen M. Wolf (filed herewith). EX-5 2 0002.txt OPINION OF HUNTON & WILLIAMS Exhibit 5 [LETTERHEAD OF HUNTON & WILLIAMS] August 10, 2000 The Board of Directors Philip Morris Companies Inc. 120 Park Avenue New York, New York 10017-5592 Philip Morris Companies Inc. Registration of Additional Shares for 1997 Performance Incentive Plan 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 60 million shares of the Company's Common Stock, $0.33 1/3 par value (the "Shares"), to be offered pursuant to the Philip Morris Companies Inc. 1997 Performance Incentive Plan (the "Plan"). 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. the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. 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 3 0003.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 24, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Philip Morris Companies Inc., which is incorporated by reference in Philip Morris Companies Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated January 24, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP ---------------------------------------- PRICEWATERHOUSECOOPERS LLP New York, New York August 10, 2000 EX-24 4 0004.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Elizabeth E. Bailey ------------------------------------- Elizabeth E. Bailey POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Geoffrey C. Bible ------------------------------------- Geoffrey C. Bible POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Harold Brown ------------------------------------- Harold Brown POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Jane Evans ------------------------------------- Jane Evans POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ J. Dudley Fishburn ------------------------------------- J. Dudley Fishburn POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Robert E. R. Huntley ------------------------------------- Robert E. R. Huntley POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Billie Jean King ------------------------------------- Billie Jean King POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ John D. Nichols ------------------------------------- John D. Nichols POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Lucio A. Noto ------------------------------------- Lucio A. Noto POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ John S. Reed ------------------------------------- John S. Reed POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Carlos Slim Helu ------------------------------------- Carlos Slim Helu POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Philip Morris Companies Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint Geoffrey C. Bible, Charles R. Wall, Louis C. Camilleri and G. Penn Holsenbeck, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Common Stock, $.33 1/3 par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 9th day of June, 2000. By: /s/ Stephen M. Wolf ------------------------------------- Stephen M. Wolf -----END PRIVACY-ENHANCED MESSAGE-----