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)
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<TABLE>
<CAPTION>
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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
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.33 1/3 60,000,000 shs. (2) $26.28125 $1,576,875,000 $416,295.00
=========================================================================================
</TABLE>
(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.
================================================================================
<PAGE>
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)
<PAGE>
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).
