As filed with the Securities and Exchange Commission on October 26, 2017
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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ALTRIA GROUP, INC.
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PHILIP MORRIS USA INC.
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(Exact name of registrant as specified in its charter)
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(Exact name of registrant as specified in its charter)
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Virginia
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Virginia
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(State or other jurisdiction of
incorporation or organization)
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(State or other jurisdiction of
incorporation or organization)
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13-3260245
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13-1607658
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(I.R.S. Employer
Identification Number)
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(I.R.S. Employer
Identification Number)
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6601 West Broad Street
Richmond, Virginia 23230
(804) 274 - 2200
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
W. Hildebrandt
Surgner, Jr.
Corporate Secretary and
Senior Assistant General Counsel
Altria Group, Inc.
6601
West Broad Street
Richmond, Virginia 23230
(804) 274 - 2200
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Susan S. Failla, Esq.
Hunton & Williams LLP
200 Park Avenue
New York,
New York 10166
(212)
309-1000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per unit (1)
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Proposed
maximum
aggregate
offering price (1)
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Amount of
registration fee (2)
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Debt Securities
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Warrants to Purchase Debt Securities
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Guarantees of Debt Securities (3)
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(1)
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Omitted pursuant to General Instruction II.E. of Form
S-3.
An indeterminate amount of securities of each identified class is being registered as may from time to time be issued at
indeterminate prices.
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(2)
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In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the Registration Fee.
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(3)
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Guarantees of Philip Morris USA Inc. may be issued from time to time in connection with debt securities. No separate consideration will be paid with respect to any such guarantees. No separate registration fee is
required under Rule 457(n) with respect to the guarantees being registered.
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