Tobacco Documents Online

TOBACCO AND ALLIID STOCKS, INC. Officers? Certificate The undersigned, respectively the President and the Treasurer of Tobacco and Allied Stocks, Inc., a Delaware cor- poration, do hereby certify to Philip Morris & Co. Ltd., In- corporated, a Virginia corporation, hereinafter referred to as Philip Morris, that, to the best of the knowledge, information and belief of the undersigned, (a) Tobacco and Allied Stocks, Inc. owns and has good title to not less than 242,759 shares of the outstanding Common Stock of B enson and H edges, free and clear of all liens, encumbrances, claims and equities whatso- ever, ever, and full right to exchange such shares pursuant to the exchange offer set forth in the prospectus hereinafter men- tioned, without further authorization by the stockholders or directors of Tobacco and Allied Stocks, Inc., and, upon such exchange, Philip Morris will receive good and marketable title to such shares free and clear of all liens, encumbrances, claims and equities whatsoever; (b) such shares have been duly issued by B enson and H edges and are validly outstanding, fully-paid and non-assessable; and (c) the shs,r.es of Philip Morris Common Stock . -, acquired by Tobacco and Allied Stocks, Inc., pursuant to the eg . change offer are b'eing acquired for its own account for invest- inent and not with a view to any public offering thereof; and

(d) there are no legal proceedings pending or threatened against Tobacco and Allied Stocks, Inc., relating to said exchange offer or its acceptance thereof, nor are any such proceedings known to the undersigned to b e conten.plated by governmental authorities. The undersigned have carefully examined the registra- tion statement, as finally amended, filed by Philip Morris with the Securities and Exchange Commission under the Securities Act of 1933 (Registration No. 2-1061+0), including the prospectus forming part thereof, and, to the best of their knowledge, in- formation and belief, neither said registration statement nor said prospectus, with reference to the information therein re- lating to B enson and Hedges or Tobacco and Allied Stocks, Inc., contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or neces- sary to make the statements therein not misleading. The undersigned have also examined carefully the cer- tificate to Philip Morris executed the date hereof by the Presi- dent a.nd the Treasurer of B enson and H edges, and, to the best of their knowledge, information and belief, the statements therein are true and correct. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals this 27th day of January, 1951+. r---~C oseph F. Cuilman, Jr., President. eorge C. Scheuermann, Treasurer. L.S.) (L.S.)