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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): May 2, 2001
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 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Kraft Foods Inc. Amendment No. 1 to Registration Statement on Form S-1.
Item 9. Regulation FD Disclosure.
The information in this Current Report is being furnished pursuant to Item
9 and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not
be incorporated by reference into any registration statement pursuant to the
Securities Act of 1933, as amended. The furnishing of the information in this
Current Report is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the information this
Current Report contains is material investor information that is not otherwise
publicly available.
On May 2, 2001, Kraft Foods Inc., a wholly-owned food and beverage
subsidiary of Philip Morris Companies Inc., filed Amendment No. 1 to its
Registration Statement on Form S-1 with the Securities and Exchange Commission
in connection with the initial public offering of 280 million shares of Kraft
Foods Inc. Class A common stock plus an additional 28 million shares subject to
the underwriters' over-allotment option. It is currently estimated that the
initial public offering price will be between $26.00 and $31.00 per share. A
copy of Amendment No. 1 to Form S-1 is attached as Exhibit 99.1.
An amended registration statement relating to the Kraft Foods Inc. Class A
common stock has been filed with the Securities and Exchange Commission but has
not yet become effective. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes effective.
This Current Report or furnishing of information shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
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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: May 2, 2001
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Kraft Foods Inc. Amendment No. 1 to Registration
Statement on Form S-1
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