FORM 8-K
UNITED STATES
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): September 30, 2008
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
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| Virginia
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1-33708
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13-3435103 |
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or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer |
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incorporation)
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Identification
No.) |
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| 120 Park Avenue, New York, New York
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10017-5592 |
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of principal executive offices)
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(Zip
Code) |
Registrant’s telephone number, including area code: (917) 663-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As previously reported by Philip Morris International Inc. (the “Company”) in its Current Report on
Form 8-K filed on July 31, 2008 with the U.S. Securities and Exchange Commission, the Company
entered into a Support Agreement (as it may be amended from time to time, the “Agreement”), dated
as of July 31, 2008, with Rothmans Inc., a corporation existing under the federal laws of Canada
(“Rothmans”), and Latin America and Canada Holdings Limited, a Nova Scotia limited liability
company that is an indirect wholly-owned subsidiary of the Company (the “Offeror”).
In accordance with the Agreement, the Offeror commenced a takeover bid to purchase all of the
outstanding common shares of Rothmans at a price of CDN$30.00 per share in cash pursuant to
Canadian securities laws (the “Offer”).
On September 30, 2008, the Company issued a press release announcing that the Offeror acquired
63,904,405 common shares representing approximately 93.8% of the outstanding common shares of
Rothmans on a fully-diluted basis. The press release also announced the Company’s intention to
complete the purchase of the remaining outstanding common shares of Rothmans by compulsory
acquisition in accordance with Canadian securities laws. The press release is attached as Exhibit
99.1 hereto and is incorporated by reference herein.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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99.1 |
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Philip Morris International Inc. Press Release, dated September 30, 2008 |
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.
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PHILIP MORRIS INTERNATIONAL INC. |
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By:
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/s/ G. Penn Holsenbeck |
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Name:
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G. Penn Holsenbeck |
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Title:
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Vice President & Corporate Secretary |
DATE:
October 2, 2008
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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99.1
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Philip Morris International Inc. Press Release, dated September 30, 2008 |