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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) May 24, 1978 (Exact name of registrant as specified in its charter Vir inia 1-194 13-1607658 State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Park Avenue New York New York 10017 Address of principal (Zip Code executive offices) Registrant' s telephone number, including area code (212) 679-1800 Former name d9t__gI2D or former address, if changed since last report.

Item 2. Acquisition or Disposition of Assets As of the close of business on May 24, 1978, PMI INC. ("PMI"), a wholly-owned subsidiary of the Registrant, had acquired 10,294,760 shares of the Common Stock, $1.00 par value (the "Shares"), of The Seven-Up Company ("Seven- Up") for $494,148,480. Such Shares were acquired pursuant to a tender offer (the "Offer") made by PMI to purchase an~ and all Shares at $48 per Share, net to the seller, and represent approximately 96.0% of the outstanding Shares of Seven-Up. Reference is hereby made to Exhibits (1), (2), (3), and (4) for additional information with respect to the Offer. The Offer will expire 5:00 P.M. E.D.T. on June 16, 1978. Various descendants of C. L. Grigg, E. G. Ridgway and Frank Y. Gladney, who founded Seven-Up, and trusts in which they have interests were reported to have owned at March 1, 1978 approximately 48% of the outstanding Shares, all of which Shares it is believed have been or will be tendered to PMI pursuant to the Offer. Some or all of thest persons and entities may have been deemed a "parent" of Seven-Up under the rules and regulations of the Securities and Exchange Commission (the "Commission"). Reference is made to Exhibits (1), (2) and (3) for additional informatior with respect to these persons. 2048#89G6&

If all outstanding Shares are purchased pursuant - to the Offer, the total consideration therefor will amount to approximately $515,000,000. The purchase price per share was determined on the basis of Registrant's analysis of the value of the Shares and subsequent negotiations between Registrant and representatives of Seven-Up. The funds requixed for the purchase of Shares were obtained by the Registrant through unsecured loans made by United States banks in the ordinary course of business. Disclosure of the identity of such banks has been omitted because a request for confidentiality has been filed by Registrant with the Commission pursuant to Section 13(d) (1)(B) of the Securities Exchange Act of 1934. Reference is made to Exhibit (1) for additional information. Assets of Seven-Up include plant, equipment, and other physical properties used by Seven-Up or subsidiaries of Seven-Up for the manufacture and sale of extracts for soft drinks, canned and bottled soft drinks, fountain syrup, the processing and packaging of lemon oil and frozen concentrate for lemonade, the growing, processing, and selling of fresh lemons and lemon products, the production of reconstituted lemon and lime juice and flavored powdered mixes, the manufacture of food flavors and colors, and the production of a broad product line of freeze-dried and convenience foods. The Registrant intends to continue such use. It is presently contemplated that Seven-Up will be merged into PMI. 3

Item 6. Financial Statements and Exhibits The following financial statements and exhibits are filed as part of this report: (a) Financial statements of businesses acquired. (1) See attached Form 10-Q Report for the quarter ended March 31, 1978 of the Seven-Up Company (2) See Item 10(a) and Item 13(a) 1, respectively, to attached Form 10-K Reports of the Seven-Up Company for the years ended 1 December 31, 1976 and-December 31, 1977. (b) Exhibits: (1) 'Offer to Purchase, dated May 1, 1978. (2) Amended Offer to Purchase, dated May 11, 1978. (3) Supplement dated May 16, 1978 to Amended Offer to Purchase. (4) Letter of Transmittal. (5) Consent of Independent Accountants. 4

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. Phili Morris Incor orated Registrant Date: June 5, 1978 By: /s/ Eugene J. T. Flanagan Eugene J. T. Flanagan, Vice President