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 20, 1997
PHILIP MORRIS COMPANIES INC.
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(Exact name of registrant as specified in its charter)
Virginia 1-8940 13-3260245
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
120 Park Avenue, New York, New York 10017-5592
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (212) 880-5000
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On June 20, 1997, together with other companies in the United States tobacco
industry, counsel on behalf of Philip Morris Incorporated signed a Memorandum of
Understanding to support the adoption of federal legislation and any necessary
ancillary undertakings, incorporating the features described in the proposed
resolution attached to the Memorandum of Understanding. The Memorandum of
Understanding and the proposed resolution are attached as Exhibit 10.
On June 20, 1997, Philip Morris Incorporated and such other companies also
issued the following press release:
WASHINGTON, D.C.- The following statement regarding the tobacco
negotiations was issued today by Philip Morris Incorporated; RJ
Reynolds Tobacco Company; Brown and Williamson Tobacco Corporation;
and the Lorillard Tobacco Company:
"Twelve weeks ago, at the beginning of the discussions with State
Attorneys General, the public health community, plaintiffs' lawyers
and the tobacco industry, few could have imagined, much less
predicted, the level of agreement that has been achieved.
"The proposal as outlined to the White House and members of Congress
represents a carefully developed consensus on how best to resolve
public health concerns immediately, particularly regarding youth
access to, and usage of, tobacco products; to permit our companies to
operate in a more stable and predictable environment; and to preserve
the rights of adults who choose to use tobacco products.
"Negotiations of this size and scope create compromise, not
perfection. No one side achieves everything it seeks. In this
context, the proposal is a bitter pill because our companies have made
concessions that were extremely difficult. But on balance this plan
is preferable to the continuation of a decades-long controversy that
has failed to produce a constructive outcome for anyone.
"In order to achieve a resolution in the public interest, the tobacco
companies have agreed to support, subject to approval by our boards of
directors, a package which includes certain legislative and regulatory
provisions with which they do not necessarily agree. Nevertheless,
the companies are willing to accept legislation incorporating these
provisions in the interest of reaching an overall resolution of the
important issues facing the industry and the nation.
"We hope that once the White House and the Congressional leadership
have completed their reviews, legislation will move forward, bringing
with it a new era of cooperation and tolerance with regard to tobacco
issues."
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If enacted into law, the proposed resolution attached to the Memorandum of
Understanding would achieve a resolution of many of the regulatory and
litigation issues affecting the United States tobacco industry and, thereby,
reduce uncertainties facing the industry and increase stability in business and
capital markets. There can be no assurance that federal legislation in the form
of the proposal will be enacted or that it will be enacted without modification
that is materially adverse to the Company. In either event, implementation of
the proposal would materially adversely affect the financial position of the
Company in the year of implementation and would likely materially adversely
affect the volume, operating revenues and/or operating income of the Company in
future years.
Item 7. Exhibits.
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(c) Exhibits
10. Memorandum of Understanding and proposed resolution.
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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
Vice President - Associate
General Counsel and Corporate
Secretary
DATE June 24, 1997