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In addition, the USDA sets a support price, which serves as a floor for the price of cheese, butter and milk powder at which the CCC will purchase such products. Under a United States Government program administered by the various states, cheese previously purchased by the CCC from time to time is distributed to certain individuals and organizations free of charge, with a primary objective being to decrease the inventories of such cheese. From dme to time, KGF (as well as other cheese producers) sells excess cheese production to the CCC. Almost all of the activities of Kraft General Foods International and Kraft General Foods Canada are subject to the same kinds of regulation as the domestic businesses. Each of the operations and locations of these units is subject to local and national, and in some cases, international (such as by the European Economic Community) regulatory provisions. The rules and regulations,relate to labeling, food content, pricing, marketing and advertising and related areas. Products Miller's major products are Lite, the largest selling reduced-calorie beer and second largest selling brand in the United States; Miller High Life;, Miller Genuine Draft, which was introduced in 1986 and is one of the fastest growing pren~ium beers in the United States; Meister B/~u and Milwaukee's Best, introduced in the "popular price" segment of the United States market in 1983 and 1984, respectively; L~wenbr'du, brewed and sold in the United States under a license agreement with L~wenbriiu Miinchen AG and the second largest selling super-premium beer in the United States; and Sharp's, a brewed non-alcoholic beverage introduced in December 1989. Lite, Miller High Life, Miller Genuine Draft and Milwaukee's Best are among the top ten selling becrs in the United States. Miller's sales of beer and brewed non-alcoholic beverages increased 3.8% in 1990 compared with 1989. This increase resulted principally from increased barrel sales of Miller Genuine Draft. The growth of Miller Genuine Draft is largely responsible for the continued growth of the Miller brand family, offsetting the volume decline of Miller High Life. Beer sales accounted for 6.9% of the Company's total revenues in 1990. The following table sets forth, based on domestic shipments, the industry's sales of beer and brewed non- alcoholic beverages as estimated by Miller, Miller's unit sales and its share of industry sales: Yeara Faded December 31 1989 ................................ 1988 ................................ Lh'stribution, Competition and Raw Materials Miller's Share Industry Miller of Indus~r~ ~i~ thon~a~d~ of barrel~) (%) 194,568 42,922 22.1 188,979 41,355 21.9 188,417 40,026 21.2 Beer products are distributed primarily through independent beer wholesalers. The beer industry is highly competitive, with the principal methods of competition being product quality, price, distribution, marketing and advertising. Miller engages in a wide variety of advertising and sales promotion activities. Barley, hops, corn and water represent the principal ingredients used in manufacturing Miller's beer products and are generally available in the market. The production process, which includes fermentation and aging periods, is conducted throughout the year and at any one time Miller has on hand only a small quantity of finished products. Containers (bottles, cans and kegs) for beer products are either purchased from suppliers or produced at Miller's facilities. Regulation In recent years, various states have raised the legal age for the purchase of alcoholic beverage~ Currently, all 50 states prescribe a legal age of 21. The Alcoholic Beverage Labeling Act of 1988 reqtdres all alcoholic

beverages manufactured for sale in the United States to include the following warning statement on containers: GOVERNMENT WARNING: (1) According to the Surgeon General, women should not drink alcoholic beverages during pregnancy because of the risk of birth defects. (2) Consumption of alcoholic beverages impairs your ability to drive a car or operate machinery and may cause health problems. The statute empowers the Bureau of Alcohol, Tobacco and Firearms (the "BATF") to promulgate regniations to prescribe the size and format of the warning. The BATF has published a notice in the FEDERAL REGL~'ER seeking information which will enable the BATF to report to Congress as to whether the wording of the warning statement should be amended. In addition, various legislative and regulatory proposals to prohibit or restrict the advertising and marketing of alcoholic beverages are being considered. Such warning statement ' requirements and any restrictions on advertising and marketing could have an adverse impact on Miller's sales, but it is not possible to predict with certainty thdr long-term effects. Effective January 1, 1991, the federal excise tax on beer was increased from a rate of 16 cents to 32 cents per package of six 12-ounce containers. Excise taxes, sales taxes and other taxes are also levied by various states, counties and municipalities affecting beer. In the opinion of the Company, the federal excise tax increase could have an adverse effect on sales. Financial Services and Real Estate PMCC engages in various financing and investment activities, including third-party leveraged and direct finance leasing; investing in securities of third parties, primarily preferred stock; and financing for customers and suppliers of the Company's subsidiaries. PMCC increased its total assets to $4.0 billion at year-end 1990 as compared to $3.5 billion at year-end 1989, reflecting among other things the investment of an additional $523 million in finance assets. Mission Viejo and its subsidiaries are engaged principally in land planning, development and sales in southern California and in the Denver, Colorado area. Mission Viejo continued to phase out its residential construction activities during 1990. Customers None of the Company's business segments is dependent upon a single customer or a few customers, the loss of which would have a material adverse effect on the Company's consolidated results of operations. Employees At December 31, 1990, the Company employed approximately 168,000 people worldwide. Trademarks Trademarks are of material importance to all three of the Company's consumer products businesses and are protected by registration or otherwise in the United States and most other markets where the related products are sold. Environmental Regulation The Company and its subsidiaries are subject to various federal, state and local laws and regulations and proceedings thereunder concerning the discharge of materials into the environn~nt or otherwise related to environmental protection, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as "Superfund"), and expect to make capital and other expenditures in connection therewith. Compliance with such laws and regulations and the making of such expenditures are not expected to have any material adverse effect on the Company's earnings, capital expenditures or competitive position. 10

Foreign and Domestic Operations and Export Sales The amounts of operating revenues, operating profit and identifiable assets attributable to each of the Company's geographic regions and the amount of export sales from the United States for each of the last three fiscal years are set forth in the notes to the consolidated financial statements on page 45 of the Company's annual report to stockholders for the year ended December 31, 1990 and are incorporated herein by reference and made a part hereof. The Company, through its subsidiaries Philip Morris International, KGF and Miller, exports cigarettes, tobacco and tobacco-related products, coffee, grocery products, cheese, processed meats and beer. In 1990 the value of all exports from the United States by the Company and its subsidiaries amounted to approximately $3.3 billion. Pursuant to an agreement with Philip Morris U.S.A., Philip Morris International purchases cigarettes and tobacco products manufactured by Philip Morris U.S.A. at certain of its facilities in the United States for sale by Philip Morris International abroad. In addition, subsidiaries and atffliates of Philip Morris International operating outside the United States purchased from third parties tobacco grown in the United States in an aggregate amount of approximately $290 million. Item 2. Properties. Tobacco Products Philip Morris U.S.A. owns ten tobacco manufacturing and processing facilities mseven in the Richmond, Virginia area, two in Louisville, Kentucky and one in Cabarrus County, North Carolina (for which a substantial expansion project is scheduled to commence in 1991). Philip Morris U.S.A. owns or leases other premises and facilities, including an operations center, a research and development facility and various administrative facilities in Richmond and an engineering center in York County, Virginia. Subsidiaries and affiliates of Philip Morris International own cigarette manufacturing facilities in 21 countries outside the United States. Food Products The Company's subsidiaries have more than 143 manufacturing and processing facilities, 56 major distribution centers, 770 depots and various other facilities in the United States, as well as 82 foreign manufacturing and processing facilities in 20 countries and various distribution and other facilities outside the United States. All significant plants and properties used for production of food products are owned, although certain warehouses and distribution branches are leased. Beer Miller currently owns and operates seven breweries, located in Milwaukee, Wisconsin; Fulton, New York; Fort Worth, Texas; Eden, North Carolina; Albany, Georgia; I.rwindale, California; and Chippewa Falls, Wisconsin. A brewery in Trenton, Ohio, completed in 1984, will be reopened for production in 1991. Miller owns five can-making plants and a glass-making plant which supply Miller's breweries with a portion of their can and bottle needs. Miller also owns a malting facility, a hops extract facility and a can and bottle carrier facility. Miller owns five distributorships and owns or leases warehouses in several locations. Financial Services and Real Estate Reference is made to "Financial Services and Real Estate" under Item 1 for information regarding Mission Viejo's properties. General The plants and properties owned and operated by the Company's subsidiaries are maintained in good condition and are believed to be suitable and adequate for present needs. 11

Item 3. Legal Proceedings. Reference is made to "Tobacco Products~Smoking and Health and Related Matters" under Item 1 for a description of certain litigation relating to smoking and health. Item 4. Submission of Matters to a Vote of Security Itolders. None. Executive Officers of the Company The following are the executive officers of the Company as of March I,'1991 (a): Name Hamish Maxwell ........... John A. Murphy ........... Michael A. Miles ........... William Murray ............ Geoffrey C. Bible ........... Alcardo G. Bu~.~i ........... William I. Campbell ........ Leonard J. Goldstein ........ Murray H. Bring ........... Marc S. Goldberg .......... Hans G. Storr .............. John J. Tucker ............. Bruce Brown .............. Donald Fried .............. David I. Greenberg ......... George R. Lewis ........... B. Jack Miller .............. Guy L. Smith IV ........... Chairman of the Board and Chief Executive Officer 64 President 61 Vice Chairman of the Board and Chairman and Chief Executive Officer of KGF 51 Vice Chairman of the Board 55 President and Chief Administrative Officer of KGF 53 President of Philip Morris International 61 President of Philip Morris U.S.A. 46 President of Miller 64 Senior Vice President and Gener*l Counsel 56 Senior Vice President 47 Senior Vice President and Chief Financial Officer; Chairman and Chief Executive Officer of PMCC 59 Senior Vice President 50 Vice President 51 Vice President, Associate General Counsel and Secretary 55 Vice President 36 Vice President and Treasurer 49 Vice President and Controller 46 Vice President 41 (a) Set forth as part of Part I pursuant to General Instruction G(3) to Form IO-K and Instruction 3 to Item 401(b) of Regulation S-K. All of the above-mentioned officers, with the exception of Messrs. Miles, Bring, Tucker, Fried, Greenberg and Miller, have been employed by the Company in various capacities during the past five years. Mr. Miles was a Group Vice President of Kraft, Inc. from 1983 until October 1986, when he became President and Chief Operating Officer of Kraft, Inc. Mr. Miles became President and Chief Executive Officer of Kraft General Foods Group in March 1989 and assumed his current position in December 1989. Mr. Bring was a partner in the law firm of Arnold & Porter, Washington, D.C., from 1967 until January 1988, when he became Associate General Counsel of the Company. He assumed his current position in July 1988. Mr. Tucker was Senior Vice President, Human Resources and Administration for Kraft, Inc. from 1985 until February 1990, when he assumed his current position. Mr. Fried was a partner in the law firm of Hunton & Williams, New York, New York, from January 1986 until January 1988, when he became Associate General Counsel of the Company. He became Secretary in March 1988 and Vice President. in July 1988. Mr. Greenberg became associated with the law firm of Arnold & Porter, Washington, D.C., in 1984 and he became a partner in 1988. He joined the Company in October 1988 as Staff Vice President, Washington Relations and assumed his current position in March 1990. Mr. Miller had various financial responsibilities at Eli Lilly & Company from June 1968 until March 1988, when he became Staff Vice President, Pension and Employee Benefit Investment Funds. He assumed his present position in December 1989. 12

PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. Item 6. Selected Financial Data. Item 7. Management's Discussion and A nalysis of Financial Condition and Results of Operations. The information called for by Items 5, 6 and 7 is hereby incorporated by reference to the following captioned paragraphs (at the pages indicated) in the Company's annual report to stockholders for the year ended December 31, 1990 and made a part hereof: , Item 5 5 6 7 Pages in annual Paragraph caption in annual report repor~ Quartedy Financial Data (Unandited) .................................. 49-50 Short-term Borrowings and Borrowing Arrangements ..................... 39 Selected Financial Data .............................................. 30 Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 24-29 Item 8. Financial Statements and Supplementary Data. The information called for by this Item is hereby incorporated by reference to the Company's annual report to stockholders for the year ended December 31, 1990 as set forth under the caption "Quarterly Financial Data (Unaudited)" on pages 49 and 50 and in the Index to Consolidated Financial Statements and Schedules (see Item 14) and made a part hereof. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Item 11. Item 12. Item 13. Directors and Executive o~Ofcers of the Registrant. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management. Certain Relationships and Related Transactions. Except for the information relating to the executive officers of the Company set forth in Part I of this Report, the information called for by Items 10, I1, 12 and 13 is hereby incorporated by reference to the Company's definitive proxy statement in connection with its annual meeting of stockholders to be held on April 25, 1991, filed with the Securities and Exchange Commission and made a part hereof. 13

Item 14. (a) Index to Consolidated Financial State~nents and Schedules PART IV Exhibits, Financial Statement Schedules, and Reports on Form 8-K. Data incorporated by reference to the Company's annual report to stockholders for the year ended December 3 I, 1990: Consolidated Balance Sheets at December 31, 1990 and 1989. Consolidated Statements of Earnings for the years ended December 31, 1990, 1989 and 1988 .................... Consolidated Statements of Stockholders' Equity for the years ended December 31, 1990, 1989 and 1988 .......... Consolidated Statements of Cash Flows for the years ended December 31, 1990, 1989 and 1988 .................... Notes to Consolidated Financial Statements ............... Report of Independent Accountants ...................... Data submitted herewith: Report of Independent Accountants ...................... Financial Statement Schedules: VII-- Guarantees of Securities of Other Issuers ........ VIII-- Valuation and Qualifying Accounts ............. IX-- Short-Term Borrowings ...................... X-- Supplementary Income Statement Information .... Reference Form IO-K Annual Report Page Ammal Report to St~kholder~ S-I S-2 S-3 S-4 S-5 32-33 34 35 36-37 38-50 51 Schedules other than those listed above have been omitted either because the required information is contained in notes to the consolidated financial statements or because such schedules are not required or are not applicable. (b) Reports on Form 8-K: None. (c) The following exhibits are filed as part of this Report: 3.1. Restated Articles of Incorporation of the Company. (1) 3.2. By-Laws, as amended, of the Company. 4.1. Plan of Exchange and Articles of Incorporation. (2) 4.2. Amended and Restated Agreement of Merger dated as of October 30, 1988 by and among the Company, Subsidiary Corp. and Kraft, .Inc. (3) 4.3. Indenture between the Company and Bankers Trust Company, Trustee (Chemical Bank, Successor Trustee), dated as of December 1, 1985. (4) 4.4. Tripartite Agreement dated as of February 19, 1986 among the Company, Bankers Trust Company and Chemical Bank. (4) 4.5. First Supplemental Indenture dated as of August 1, 1986 to the Indenture dated as of December 1, 1985 between the Company and Chemical Bank, Successor Trustee. (5) 4.6. Second Supplemental Indenture dated as of November 1, 1986 to the Indenture dated as of December I, 1985 between the Company and Chemical Bank, Successor Trustee. (6) 4.7. Amended and Restated Indenture, dated as of April 1, 1988 between the Company and Chemical Bank, as Trustee. (7) 4.8. First Supplemental Indenture dated as of December 1, 1988 to the Amended and Restated Indenture, dated as of April 1, 1988, between the Company and Chemical Bank, as Trustee. (8) 4.9. Indenture dated as of August I, 1990 between the Company and Chemical Bank, Trustee. (9) 4.10. First Supplemental Indenture dated as of Februaty 1, 1991 to Indenture dated as of August 1, 1990 between the Company and Chemical Bank, Trustee. (10) 14

4.11. 4.12. 4.13. 10.1. 10.2. 10.3. 10.4. 10.5. 10.6. 10.7. 10.8. 10.9. 10.10. 10.11. 10.12. 10.13. 10.14. 10.15. 10.16. 10.17. 10.18. 10.19. 10.20. 10.21. 12. 13. 22. 24. 25. 28.1. 28.2. 28.3. Loan and Guaranty Agreement dated as of December 1, 1988 among the Company, the Banks named therein and Citibank, N.A., as Agent. (3) Rights Agreement, dated as of October 25, 1989, between the Company and First Chicago Trust Company of New York. (1 I) Copies of other instruments defining the rights of holders of long-term debt of the Company and its subsidiaries are not filed herewith because the aggregate amount of securities authorized under each of such other instruments is less than 10% of the consoli- dated assets of the Company and its subsidiaries. The Company hereby agrees that it will furnish to the Securities and Exchange Commission a copy of each such other instrument upon the Commission's request. Incentive Compensation Plan of Philip Morris Incorporated and the Company. (12) Amendments, as of October 25, 1989, to the Incentive Compensation Plan of Philip Morris Incorporated and the Company. (11) Financial Counseling Program of Philip Morris Incorporated and the Company. (12) Benefit Equalization Plan of Philip Morris Incorporated, as amended, and the Com- pany. (12) Amendments, as of October 25, 1989, to the Benefit Equalization Plan of Philip Morris Incorporated, as amended, and the Company. (11) Automobile Policy of Philip Morris Incorporated and the Company. (12) Amended and Restated Directors' Deferred Compensation Plan. (12) Pension Plan for Directors of the Company, effective July I, 1989 (as amended December 20, 1989). (1) 1977 Stock Unit Plan, as amended. (12) 1982 Stock Option Plan, as amended. (12) The Philip Morris 1987 Long Term Incentive Plan, as amended. Kraft General Foods Annual Management Incentive Plan, as amended. Form of Executive Master Trust between the Company, Chemical Bank and Handy Asso- ciates. (11) Agreement, dated November 1, 1989, between the Company and Murray H. Bring. (11) Agreement, dated November 1, 1989, between the Company and Donald Fried. (11) Deferred Incentive Payment Agreement between the Company and Michael A. Miles, dated March 8, 1989. (13) Amendment, dated November 1, 1989, to the Deferred Incentive Payment Agreement between the Company and Michael A. Miles, dated March 8, 1989. (11) Agreement, dated November 1, 1989, between the Company and Michael A. Miles. (11) Form of Employment Agreement between the Company and its executive officers. (1 I) Agreements between the Company and John J. Tucker, as amended. (14) Supplemental Management Employees' Retirement Plan of the Company, as amended. Statements re computation of ratios. (16) The Company's annual report to stockholders for the year ended December 31, 1990, but only to the extent set forth in Items 1, 5, 6, 7, 8 and 14 hereof. With the exception of the aforementioned information incorporated by reference in this Annual Report on Form 10-K, the Company's annual report to stocldaolders for the year ended December 31, 1990 is not to be deemed "filed" as part of this Report. (15) Subsidiaries of the Company. Consent of independent accountants. Powers of attorney. Entenmann's, Inc. Employee Savings Plan Annual Report on Form 11-K for the year ended December 31, 1990. General Foods Corporation Employee Thrift-Investment Plan Annual Report on Form ll-K for the year ended December 31, 1990. General Foods Corporation Employee Thrift-Investment Plan for Salaried Employees Annual Report on Form ll-K for the year ended December 31, 1990. 15

1 28.4. Kraft General Foods Thri~ Plan Annual Report on Form 1 I-K for the year ended December 31, 1990. 28.5. Philip Morris Deferred Profit-Sharing Plan Annual Report on Form 1 I-K for the year ended December 31, 1990. 28.6. Philip Morris Incorporated Deferred Profit-Sharing Plan Annual Report on Form 11-K for the year ended December 31, 1990. 28.7. Philip Morrh Incorporated Deferred Profit-Sharing Plan for Craft Employees Annual Report on Form 11-K for the year ended December 31, 1990. 28.8. Salary Reduction and Voluntary Investment Plan for S~l~ried Employees of Oscar Mayer Foods Corporation and Subsidiary Companies Annual Report on Form 11-K for the year ended December 31, 1990. (1) Incorporated by reference to the Company's Annual Report on Form 10-K (File No. 1-8940) for the year ended December 31, 1989. (2) Incorporated by reference to the Company's Registration Statement on Form S-14 (No. 2-96149) dated March 1, 1985. (3) Incorporated by reference to the Company's Form SE dated December 7, 1988, constituting a part of the Company's Current Report on Form 8-K dated December 2, 1988. (4) Incorporated by reference to the Company's Registration Statement on Form S-3 (No. 33-6525) dated June 13, 1986. (5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1986. (6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1986. (7) Incorporated by reference to the Company's Registration Statement on Form S-3 (No. 33-21033) dated April 7, 1988. (8) Incorporated by reference to the Company's Registration Statement on Form S-3 (No. 33-25906) dated December 8, 1988. (9) Incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 33-36450) dated August 22, 1990. (10) Incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 33-39059) dated February 21, 1991. (11) Incorporated by reference to the Company's Current Report on Form 8-K dated November 8, 1989. (12) Incorporated by reference to the Company's Registration Statement on Form 8-B dated July 1, 1985. (13) Incorporated by reference to the Company's Form SE dated March 30, 1989, constituting a part of the Company's Annual Report on Form 10-K for the year ended December 31, 1988. (14) Incorporated by reference to the Company's Form SE dated March 30, 1990, constituting a part of the Company's Annual Report on Form 10-K for the year ended December 31, 1989. (15) Incorporated by reference to the Company's Form SE dated March 28, 1991, and made a part hereof. (16) Incorporated by reference to the Company's Current Report on Form 8-K dated January 30, 1991. With respect to each of the Company's Registration Statements on Form S-8 (File Nos. 33-1479, 33-1480, 33-10218, 33-13210 and 33-14561), the Company undertakes that insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to Item 19 of Form S-8, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commi~ion such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities registered on Form S-8, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemaification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 16

SIGNATURES Pursuant to the requirements of Section 13 or l~(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PHILIP MORRIS COMPANIES INC. Date: March 28, 1991 By: /S/ HAMISH MAXWELL (Hamish,Maxwell, Chairman of the Board) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated: Signatare Title Date /S/ HAMISH MAXWELL (Hamish Maxwell) Director, Chairman of the Board and Chief Executive Officer March 28, 1991 /s/ HANS G. STORR (Hans G. Storr) Director, Senior Vice President and Chief Financial Officer March 28, 1991 /s/ B. JACK MILLER (B. Jack Miller) Vice President and Controller March 28, 1991 *ELIZABETH E. BAILEY, MURRAY H. BRING, ALFRED IBRrI'TAIN HI, HAROLD BROWN, Josg ANTONIO CORDIDO-FREYTES, WILLIAM H. DONALDSON, PAUL W. DOUGLAS, JANE EVANS, ROBERT E.R. HUNTLEY, ELIZABETH J. McCORMACK, MICHAEL A. MILES, T. JUSTIN MOORE, JR., RUPERT MURDOCH, JOHN A. MURPHY, WILLIAM MURRAY, RICHARD D. PARSONS, JoI~ $. REED, JOHN M. RICHMAN, MARGARET B. YOUNG, *By. /S/ DONALD I~IED Donald Fried (Attorney-in-fact) Directors March 28, 1991 17

REPORT OF INDEPENDENT ACCOUNTANTS Our report on our audits of the consolidated financial statements of Philip Morris Companies Inc. has been incorporated by reference in this Form 10-K from the 1990 annual report to shareholders of Philip Morris Companies Inc. and appears on page 51 therein. In connection with our audits of such financial statements, we have also audited the related financial statement schedules listed in the index in Item 14(a) on page 14 of this Form 10-K. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. New York, New York January 28, 1991 COOPERS & LYBRAND $-I