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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 17, 1998
PHILIP MORRIS COMPANIES INC.
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(Exact name of registrant as specified in its charter)
Virginia 1-8940 13-3260245
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
120 Park Avenue, New York, New York 10017-5592
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (212) 880-5000
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Current Report on Form 8-K, dated January 28, 1998, of Philip Morris
Companies Inc. (the "Company") inadvertently omitted the name of the Company's
independent public accountants from such accountants' report on the financial
statements included therein. This Amendment is being filed solely to correct
such omission. See Exhibit 99 hereto. No other change is effected by this
Amendment.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
23. Consent of independent accountants.
99. Report of independent accountants.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHILIP MORRIS COMPANIES INC.
BY /s/ LOUIS C. CAMILLERI
Senior Vice President and
Chief Financial Officer
DATE February 17, 1998
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EXHIBIT INDEX
Exhibit No.
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23. Consent of independent accountants.
99. Report of independent accountants.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 13
to the registration statement of Philip Morris Companies Inc. (the "Company") on
Form S-14 (File No. 2-96149) and in the Company's registration statements on
Form S-3 (File No. 333-16955) and Form S-8 (File Nos. 333-28631, 333-20747, 333-
16127, 33-1479, 33-1480, 33-10218, 33-13210, 33-14561, 33-17870, 33-37115, 33-
38781, 33-39162, 33-40110, 33-48781, 33-59109, 33-63975 and 33-63977), of our
report dated January 26, 1998 (included herein), on our audits of the
consolidated financial statements of the Company, which is included in this
Current Report on Form 8-K/A dated February 17, 1998, as indicated in item 7
herein.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
February 17, 1998
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EXHIBIT 99
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Philip Morris Companies Inc.:
We have audited the accompanying consolidated balance sheets of Philip
Morris Companies Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of earnings, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Philip
Morris Companies Inc. and subsidiaries at December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
January 26, 1998
