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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2000
PHILIP MORRIS COMPANIES INC.
(Exact name of registrant as specified in its charter)
Virginia 1-8940 13-3260245
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
120 Park Avenue, New York, New York 10017-5592
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (917) 663-5000
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On December 11, 2000, Philip Morris Companies Inc. ("Philip Morris"), a
Virginia corporation, completed the acquisition of Nabisco Holdings Corp.
("Nabisco"), a Delaware corporation, pursuant to the terms of the previously
reported Agreement and Plan of Merger (the "Merger Agreement"), dated as of June
25, 2000, among Philip Morris, Nabisco and Strike Acquisition Corp. ("Strike"),
a wholly owned subsidiary of Kraft Foods, Inc. ("Kraft"), an indirect wholly
owned subsidiary of Philip Morris, and the Voting and Indemnity Agreement (the
"Voting Agreement"), dated as of June 25, 2000, among Philip Morris, Nabisco and
Nabisco Group Holdings Corp.
Effective December 11, 2000, Strike merged with and into Nabisco, with
Nabisco surviving the merger as a wholly owned subsidiary of Kraft. Each
outstanding share of Nabisco stock was converted into the right to receive $55
in cash.
The total amount of funds required for the purchase of Nabisco was $15.2
billion, including the payment of approximately $300 million in related costs.
Of this amount, Philip Morris obtained $9.2 billion from the issuance of
short-term obligations and $3.0 billion from the issuance of Floating Rate Notes
due December 4, 2001. The remaining $3.0 billion was obtained from Philip
Morris' available cash. In addition, the acquisition entailed the assumption of
approximately $4.0 billion of existing Nabisco debt.
The Merger Agreement and the Voting Agreement are incorporated herein by
reference to Philip Morris' Quarterly Report on Form 10-Q for the period ended
June 30, 2000 and are listed herein as Exhibits 2.1 and 2.2, respectively. A
copy of Philip Morris' press release announcing the closing of the acquisition
is incorporated herein by reference and is included as Exhibit 99.1.
Nabisco is a major international manufacturer of biscuits, snacks,
and premium grocery products, including such well-known U.S. brands as Oreo,
Premium, and Chips Ahoy!; Ritz crackers; A.1. steak sauces; Grey Poupon
mustards; Life Savers and Trolli confections; Planters nuts and snacks; and
Milk-Bone dog treats. International products include Christie, Peek Freans, and
Terrabusi biscuits; Fleischmann's yeast; and several Nabisco global brands -
Oreo, Ritz, and Chips Ahoy!. Nabisco markets products in the United States and
more than 85 other countries.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. To be filed by
amendment to this Current Report on Form 8-K.
(b) Pro Forma Financial Information. To be filed by amendment to this
Current Report on Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 25, 2000, among
Nabisco Holdings Corp., Philip Morris Companies Inc. and Strike
Acquisition Corp., incorporated by reference to Philip Morris'
Quarterly Report on Form 10-Q for the period ended June 30, 2000.
2.2 Voting and Indemnity Agreement, dated as of June 25, 2000, among
Nabisco Group Holdings Corp., Philip Morris Companies Inc. and
Nabisco Holdings Corp., incorporated by reference to Philip Morris'
Quarterly Report on Form 10-Q for the period ended June 30, 2000.
99.1 Press Release dated December 11, 2000.
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SIGNATURES
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/ G. PENN HOLSENBECK
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Name: G. Penn Holsenbeck
Title: Vice President, Associate
General Counsel and
Corporate Secretary
DATE: December 22, 2000
