-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TzU4oveixItFOCB2tpzvvlfkNnvzdicyml4lvNmpT/rzJAz3QnfdIK6yag3wbj+E SwlOMWmKyK62Af1rr8+mLA== 0001157523-05-010976.txt : 20051221 0001157523-05-010976.hdr.sgml : 20051221 20051221102137 ACCESSION NUMBER: 0001157523-05-010976 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051221 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTRIA GROUP INC CENTRAL INDEX KEY: 0000764180 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 133260245 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08940 FILM NUMBER: 051277141 BUSINESS ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 9176634000 MAIL ADDRESS: STREET 1: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PHILIP MORRIS COMPANIES INC DATE OF NAME CHANGE: 19920703 8-K 1 a5044137.txt ALTRIA GROUP, INC. 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): December 21, 2005 ALTRIA GROUP, 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) 663-4000 (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 7.01. Regulation FD Disclosure. On December 21, 2005, Philip Morris International Inc., a wholly-owned subsidiary of Altria Group, Inc., issued a press release attached hereto as Exhibit 99.1 and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, 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 filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Philip Morris International Inc. Press Release dated December 21, 2005 (furnished pursuant to Item 7.01). 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. ALTRIA GROUP, INC. By: /s/ G. PENN HOLSENBECK --------------------------------- Name: G. Penn Holsenbeck Title: Vice President, Associate General Counsel and Corporate Secretary DATE: December 21, 2005 INDEX TO EXHIBITS Exhibit No. Description - ------- ----------- 99.1 Philip Morris International Inc. Press Release dated December 21, 2005. EX-99.1 2 a5044137ex991.txt ALTRIA GROUP, INC. EXHIBIT 99.1 Exhibit 99.1 CONTACT: Philip Morris International http://www.www.philipmorrisinternational.com THE CHINA NATIONAL TOBACCO CORPORATION AND PHILIP MORRIS INTERNATIONAL ANNOUNCE THE ESTABLISHMENT OF A LONG-TERM STRATEGIC COOPERATIVE PARTNERSHIP Agreements Provide for the Licensed Manufacture and Sale of Marlboro Cigarettes in China and Establishment of an International Equity Joint Venture Company in Switzerland BEIJING - December 21, 2005 - The China National Tobacco Corporation (CNTC) and Philip Morris International (PMI), an international operating company of Altria Group, Inc., (NYSE: MO), have reached agreement on the licensed production in China of PMI's Marlboro brand and the establishment of an international equity joint venture between China National Tobacco Import and Export Group Corporation (CNTIEGC), a wholly owned subsidiary of CNTC, and PMI. The signing of the two agreements today at the Diaoyutai State Guesthouse in Beijing symbolizes a substantial step forward taken by the parties in establishing a long-term strategic cooperative partnership. In accordance with relevant provisions of the Law of the People's Republic of China on Tobacco Monopoly, Marlboro, owned by PMI, will be produced under license at CNTC's affiliate factories, and will be distributed by CNTC's official distributors nationwide in China. The international joint venture company to be established by CNTIEGC and PMI, in which each party will hold 50% of the shares of the company, will be based in Lausanne, Switzerland. Following its establishment, this joint venture company will offer consumers a comprehensive portfolio of Chinese heritage brands globally, expand the export of tobacco products and tobacco materials from China, and explore other business development opportunities. The joint venture company will utilize both CNTC's and PMI's extensive sales and distribution infrastructure, financial resources and management experiences to develop business opportunities worldwide. "The agreements signed today with PMI will allow us to exert our strengths and create significant opportunities for sustained long-term mutual growth and commercial success on a global scale", said Li Keming, Deputy Chief Administrator of the State Tobacco Monopoly Administration. "Our objective for cooperation with CNTC is to build a long-term global strategic partnership and the signing of these two agreements today constitutes an important and meaningful step in that direction", said Andre Calantzopoulos, Chief Executive Officer of PMI. "As soon as we have received the necessary worldwide regulatory approvals, we look forward to realizing the unique promise offered by this partnership over time." It is expected by the parties that the production and sale of Marlboro cigarettes under license in China and the sale of Chinese style brands in selected international markets through the joint venture company will commence in the first half of 2006. Both CNTC and PMI anticipate that these agreements will not result in a material impact on their immediate financial results. China National Tobacco Corporation - ---------------------------------- The China National Tobacco Corporation (CNTC) was founded in 1982. As of the end of 2004, it had 33 provincial tobacco companies, 17 tobacco industrial companies, 57 cigarettes industrial enterprises, over 1,000 commercial enterprises, and national companies specializing in leaf tobacco, cigarette sales, tobacco machinery, materials, import and export, as well as other institutions. More information is available at www.tobacco.gov.cn 2004 Results - ------------ Production volume 1,874 billion units Sales volume 1,878 billion units Industrial and commercial taxes and profits RMB210 billion Philip Morris International Inc. - -------------------------------- Philip Morris International Inc., with business headquarters in Lausanne, Switzerland, held a 14.5% share of the international cigarette market in 2004. Its brands, led by Marlboro and L&M, are sold in over 160 countries around the world. PMI is an operating company of Altria Group, Inc. More information is available at www.philipmorrisinternational.com. 2004 Results - ------------ Net revenues USD $ 39.5 billion Operating companies income USD $ 6.6 billion Unit volume 761.4 billion Worldwide market share 14.5% # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----