================================================================================
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): June 13, 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.)
================================================================================
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Kraft Foods Inc. Final Prospectus Pursuant to Rule 424(b)(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 June 13, 2001, Kraft Foods Inc., a wholly-owned food and beverage
subsidiary of Philip Morris Companies Inc., filed a Final Prospectus pursuant to
Rule 424(b)(1) of the Securities Act of 1933, with the Securities and Exchange
Commission in connection with the initial public offering of 280,000,000 shares
of Kraft Foods Inc. Class A common stock at an initial public offering price of
$31.00 per share. Kraft also has granted to the underwriters an option to
acquire an additional 28,000,000 shares to cover over-allotments at the initial
public offering price. A copy of the Final Prospectus is attached as Exhibit
99.1.
A Final Prospectus relating to the Kraft Foods Inc. Class A common stock
has been filed with the Securities and Exchange Commission. 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.
2
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
-------------------------
Name: G. Penn Holsenbeck
Title: Vice President, Associate General
Counsel and Corporate Secretary
DATE: June 13, 2001
3
INDEX TO EXHIBITS
Exhibit No. Description
------------ ------------
99.1 Kraft Foods Inc. Final Prospectus Pursuant to Rule 424(b)(1)
4