8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Philip Morris International Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Virginia

(State of incorporation or organization)

13-3435103

(I.R.S. Employer Identification No.)

 

120 Park Avenue,

New York, New York

   10017
(Address of Principal Executive Offices of Registrant)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

1.250% Notes due 2017

3.250% Notes due 2024

4.250% Notes due 2044

   New York Stock Exchange

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ¨

 

 

Securities Act registration statement file number to which this form relates: 333-194059

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The descriptions of the general terms and provisions of the 1.250% Notes due 2017, the 3.250% Notes due 2024 and the 4.250% Notes due 2044 of Philip Morris International Inc. (the “Registrant”), to be registered hereby, contained under the heading “Description of Debt Securities” in the Registrant’s Registration Statement on Form S-3 (No. 333-194059) (the “Registration Statement”) and under the heading “Description of Notes” in the Registrant’s Prospectus Supplement, dated November 3, 2014, to the Prospectus contained in the Registration Statement and filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, are incorporated by reference herein.

Item 2. Exhibits.

 

Exhibit

   

Description

4.1    Form of 1.250% Notes due 2017 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by the Registrant on November 10, 2014).
4.2    Form of 3.250% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed by the Registrant on November 10, 2014).
4.3    Form of 4.250% Notes due 2044 (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed by the Registrant on November 10, 2014).
4.4    Indenture, dated as of April 25, 2008, between the Registrant and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (No. 333-150449), dated April 25, 2008).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: November 10, 2014

 

PHILIP MORRIS INTERNATIONAL INC.
By:   /S/ JERRY WHITSON
Name:   Jerry Whitson
Title:  

Deputy General Counsel and

Corporate Secretary

INDEX TO EXHIBITS

 

Exhibit

   

Description

4.1    Form of 1.250% Notes due 2017 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by the Registrant on November 10, 2014).
4.2    Form of 3.250% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed by the Registrant on November 10, 2014).
4.3    Form of 4.250% Notes due 2044 (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed by the Registrant on November 10, 2014).
4.4    Indenture, dated as of April 25, 2008, between the Registrant and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (No. 333-150449), dated April 25, 2008).