Edgar Filing: PHILIP MORRIS COMPANIES INC

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As filed with the Securities and Exchange Commission on October 9, 2001

Registration No. 333-
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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 13-3260245
(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)

Nabisco, Inc. Capital Investment Plan
Nabisco, Inc. Employee Savings Plan
(Full titles of the plans)

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)

___________________________________________________________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________________________________________

Proposed
maximum Proposed
Amount to offering maximum
Title of securities be price aggregate Amount of
to be registered Title of Plan registered per share(1) offering price(1) registration fee
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Common stock, $0.33 1/3 Nabisco, Inc. Capital
Investment Plan 9,000,000 shs. (2) $48.75 $438,750,000 $109,687.50
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Common stock, $0.33 1/3 Nabisco, Inc. Employee
Savings Plan 2,000,000 shs. (2) $48.75 $ 97,500,000 $ 24,375.00
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Total: 11,000,000 shs. (2) $536,250,000 $134,062.50
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(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 October 1, 2001.

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 plans described herein.

(2) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
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Explanatory Note

In December 2000, Kraft Foods Inc. ("Kraft") acquired all of the
outstanding shares of Nabisco Holdings Corp. Prior to June 13, 2001, Kraft was a
wholly-owned subsidiary of Philip Morris Companies Inc. (the "Company"). On June
13, 2001, Kraft completed an initial public offering of 280,000,000 shares of
its Class A common stock. Immediately after the initial public offering, the
Company owned common stock representing 97.7% of the combined voting power of
Kraft's common stock.

The Nabisco, Inc. Capital Investment Plan (the "CIP Plan") and the
Nabisco, Inc. Employee Savings Plan (the "ESP Plan" and together with the CIP
Plan, the "Nabisco Plans") have now been amended to offer the Company's common
stock and Kraft's Class A common stock to eligible participants of the Nabisco
Plans. This Registration Statement is being filed for the purpose of registering
11,000,000 shares of common stock of the Company, together with an indeterminate
amount of interests to be issued pursuant to the Nabisco Plans. Kraft has filed
a separate Registration Statement on Form S-8 today to register 62,000,000
shares of its Class A common stock, together with an indeterminate amount of
interests to be issued pursuant to the Nabisco Plans.

The CIP Plan and the ESP Plan are filed herewith as Exhibits 4.1 and 4.2,
respectively.

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.

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Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission
(File No. 1-8940) are incorporated herein by reference and made a part hereof:

(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 2000;

(ii) the annual reports on Form 11-K for each of the Nabisco Plans
for the annual period ended December 30, 2000 filed with the
Commission on October 5, 2001;

(iii) the Company's Current Reports on Form 8-K or 8-K/A, as the
case may be, filed with the Commission on January 31, 2001,
February 22, 2001, March 16, 2001, May 2, 2001, May 8, 2001,
May 11, 2001 and June 13, 2001;

(iv) the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2001 and June 30, 2001; and

(v) 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, including any subsequent amendment or any report
subsequently filed for the purpose of updating such
description.

All annual reports of the Nabisco Plans subsequently filed 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, 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 this Registration Statement 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 this Registration Statement 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 this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Virginia Stock Corporation Act (the "VSCA") 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 VSCA 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

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incorporation or stockholder-adopted by-laws, except an indemnity against
willful misconduct or a knowing violation of the criminal law. The VSCA
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
VSCA 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 VSCA 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. Description
------- -----------

4.1 Nabisco, Inc. Capital Investment Plan (filed herewith).

4.2 Nabisco, Inc. Employee Savings Plan (filed herewith).

4.3 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1997).

4.4 By-Laws, as amended, of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000).

5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).

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5.2 In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5) of the Regulation S-K, the Company
hereby confirms that it has submitted the Nabisco Plans and
undertakes that it will submit all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner, and that it
has made or will make all changes required by the IRS in order to
qualify the Nabisco Plans under Section 401 of the Internal Revenue
Code.

23.1 Consent of Hunton & Williams (included in Exhibit 5).

23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
(filed herewith).

23.3 Consent of Deloitte & Touche LLP, Independent Auditors (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 (incorporated by
reference to Exhibit 24 to the Company's Form S-8, filed with the
Commission on August 10, 2000 (Reg. No. 333-43484)).

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;

(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; and

(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
registration statement is on Form S-3, Form S-8 or Form F-3, and 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.

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(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 foregoing provisions, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 9th day of
October, 2001.

PHILIP MORRIS COMPANIES INC.

By: /s/ LOUIS C. CAMILLERI
-----------------------------------------
Name: Louis C. Camilleri
Title: Senior Vice President and
Chief Financial Officer

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Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

/S/ LOUIS C. CAMILLERI Senior Vice President and October 9, 2001
----------------------------------------- Chief Financial Officer
(Louis C. Camilleri)

/S/ JOSEPH A. TIESI Vice President and October 9, 2001
----------------------------------------- Controller
(Joseph A. Tiesi)

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 Directors

By: /s/ LOUIS C. CAMILLERI October 9, 2001
--------------------------------------
(Louis C. Camilleri, Attorney-in-fact)

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Pursuant to the requirements of the Securities Act, the Nabisco Employee
Benefits Committee, having administrative responsibility of the Nabisco, Inc.
Capital Investment Plan, has duly caused this Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Northfield,
State of Illinois, on the 9th day of October, 2001.

NABISCO, INC. CAPITAL INVESTMENT PLAN

By: /s/ JILL K. YOUMAN
-----------------------------------------
Name: Jill K. Youman
Title: Vice President, Human Resources,
Benefits

Pursuant to the requirements of the Securities Act, the Nabisco Employee
Benefits Committee, having administrative responsibility of the Nabisco, Inc.
Employee Savings Plan, has duly caused this Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Northfield, State
of Illinois, on the 9th day of October, 2001.

NABISCO, INC. EMPLOYEE SAVINGS PLAN

By: /s/ JILL K. YOUMAN
-----------------------------------------
Name: Jill K. Youman
Title: Vice President, Human Resources,
Benefits

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EXHIBIT INDEX

Exhibit
No. Description
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4.1 Nabisco, Inc. Capital Investment Plan (filed herewith).

4.2 Nabisco, Inc. Employee Savings Plan (filed herewith).

4.3 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1997).

4.4 By-Laws, as amended, of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000).

5.1 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, Independent Accountants
(filed herewith).

23.3 Consent of Deloitte & Touche LLP, Independent Auditors (filed
herewith).