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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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Philip Morris Incorporated Coordinated Craft and Fixer Employees
Wage Stock Bonus Program
(Full title of the plan)
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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)
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, $1 par value... 170,000 shs. $83.60 $14,212.000 $4,901
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(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.
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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 Coordinated Craft and
Fixer Employees 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
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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.
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4.1 Section I (Wages) of the Summary of Economic Negotiations-
Coordinated Craft.
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
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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 1993, 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
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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
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Geoffrey C. Bible, Chairman of the Board
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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.
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Signature Title Date
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<S> <C> <C>
/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
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(Hans G. Storr, Attorney-in-fact)
</TABLE>
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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
Coordinated Craft and Fixer
Employees Wage Stock
Bonus Program
By: /s/ Eric A. Taussig
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Eric A. Taussig, Assistant Secretary,
Philip Morris Incorporated
II-5
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Section I (Wages) of the Summary of Economic
Negotiations - Coordinated Craft.
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).
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EXHIBIT 4.1
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SUMMARY OF ECONOMIC NEGOTIATIONS
COORDINATED CRAFT
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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. For each active employee on the payroll effective March 15, 1995, the
equivalent of 94 Promissory Shares.
. The equivalent Promissory Shares will be vested on the above
date.
. Prior to June 30, 1995, an employee must elect to receive the
delivery of the equivalent Promissory Shares on either March 15,
1996 or March 15, 1997. When made, such election shall be
irrevocable.
. 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 (1) or two (2) year
period (as elected by the employee) between the award date and
the date of receipt.
. 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.
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. Either one (1) or two (2) years (as elected by the employee)
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
withholding requirements pursuant to Federal, State and Local tax
withholding including FICA.
. 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.
. 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
at the scheduled time 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.
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. 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 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 03/15/96.
B. Newly hired employees who are on the payroll on 03/15/96 will receive
a lump sum bonus equal to the dollar value of 47 shares of Philip
Morris Common Stock plus any quarterly dividend paid to holders of
Philip Morris Common Stock from 03/15/95 to 03/15/96, provided the
employee has completed their probationary period. Employees who have
not completed their probationary period as of 03/15/96 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 03/15/96.
This payment shall not be construed to be part of any rate or pay
structure of any contract or agreement collateral to this Agreement.
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Employees who quit or are discharged prior to 03/15/96 forfeit any
Philip Morris Common Stock or an equivalent lump sum payment they
would otherwise be entitled to on 03/15/96 or 03/15/97.
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.
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Exhibit 5
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[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
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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 170,000 shares of the Company's Common Stock, $1.00 par value
(the "Shares"), to be offered pursuant to the Philip Morris Incorporated
Coordinated Craft and Fixer Employees 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.
<PAGE>
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
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Exhibit 23.2
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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
