<PAGE>
POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENTS NOS. 2-96149, 33-14561 AND
33-48781
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- --------------------------------------------------------------------------------
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.
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- --------------------------------------------------------------------------------
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
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
---- -------- -------- ------------------------- --------------
<S> <C> <C> <C> <C>
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
</TABLE>
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(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
<PAGE>
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
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16 OF FORM S-3 AND ITEM 8 OF FORM S-8. EXHIBITS.
EXHIBIT NO.
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23--Consent of Independent Accountants.
24--Powers of Attorney.(1)
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(1) Incorporated by reference to Post-Effective Amendment No. 2 to
Registration Statement No. 33-39162.
II-1
<PAGE>
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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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<S> <C>
23 --Consent of Independent Accountants.
24 --Powers of Attorney.(1)
</TABLE>
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(1) Incorporated by reference to Post-Effective Amendment No. 2 to
Registration Statement No. 33-39162.
<PAGE>
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
