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PHILIP MORRIS COMPANIES INC FILES (8-K) Disclosing Acquisition or Disposition of Assets 

On December 11, 2000, Philip Morris Companies Inc. ("Philip Morris"), a Virginia corporation, completed the acquisition of Nabisco Holdings Corp. ("Nabisco"), a Delaware corporation, pursuant to the terms of the previously reported Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 25, 2000, among Philip Morris, Nabisco and Strike Acquisition Corp. ("Strike"), a wholly owned subsidiary of Kraft Foods, Inc. ("Kraft"), an indirect wholly owned subsidiary of Philip Morris, and the Voting and Indemnity Agreement (the "Voting Agreement"), dated as of June 25, 2000, among Philip Morris, Nabisco and Nabisco Group Holdings Corp.

Effective December 11, 2000, Strike merged with and into Nabisco, with Nabisco surviving the merger as a wholly owned subsidiary of Kraft. Each outstanding share of Nabisco stock was converted into the right to receive $55 in cash.

The total amount of funds required for the purchase of Nabisco was $15.2 billion

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