PHILIP MORRIS COMPANIES INC
S-8 POS, 1996-04-26
CIGARETTES
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<PAGE>
 
                                                       REGISTRATION NO. 33-63977




================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                    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)


      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)


================================================================================
<PAGE>
 
     Pursuant to Registration Statement No. 33-63977 on Form S-8 (the
"Registration Statement"), Philip Morris Companies Inc., a Virginia corporation
(the "Company"), registered 225,000 shares of its Common Stock, $1 par value,
and an indeterminate amount of plan interests issuable under the Philip Morris
Incorporated Bakery, Confectionery and Tobacco Workers International Union Wage
Stock Bonus Program (the "Plan").  The Company hereby removes from registration
all plan interests previously registered.  In addition, the Company hereby
removes from registration 194,943 shares of Common Stock, which remained unsold
and unissued when the Plan terminated in accordance with its terms.

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<PAGE>
 
                                   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
amendment to the 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 24th day of April, 1996.

                                     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 amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                    Signature                                 Title                 Date
                    ---------                                 -----                 ----
<S>                                                 <C>                        <C>
              /s/ Geoffrey C. Bible                 Director, Chairman of the  April 24, 1996
- --------------------------------------------------       Board and Chief
               (Geoffrey C. Bible)                      Executive Officer

 
                /s/ Hans G. Storr                   Director, Executive Vice   April 24, 1996
- --------------------------------------------------     President and Chief
                 (Hans G. Storr)                        Financial Officer
 

              /s/ Katherine P. Clark                Vice President and         April 24, 1996
- --------------------------------------------------       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                                                 April 24, 1996
   -----------------------------------------------   
       (Hans G. Storr, Attorney-in-fact)
</TABLE> 

          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 amendment to the
Registration Statement to be signed by the undersigned thereunto duly
authorized, in The City of New York, State of New York, on the 24th day of
April, 1996.


                                       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

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