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
May 9, 1995
CULBRO CORPORATION
(Exact name of registrant as specified in charter)
Filing Fee #026093
New_York 1-1210 13-0762310
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
387_Park_Avenue_South,_New_York,_New_York 10016-8899
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)_561-8700
<PAGE>
Item_5.__Other_Events.
On May 4, 1995 the Registrant jointly announced with Tabacalera,
S.A. that they had reached an understanding which is expected ultimately to
lead to an expanded global cigar business for the Registrant's General Cigar
Co., Inc. subsidiary ("General Cigar"). The Registrant will sell to
Tabacalera a 51% interest in General Cigar for approximately $100 million in
cash and will continue to direct, along with Tabacalera, the General Cigar
operations. The transaction is subject to further negotiations, due
diligence, definitive documentation and regulatory approvals.
Item_7.__Financial_Statements_and_Exhibits.
(a)(1) N/A
(b) N/A
(c) Exhibits:
(1) Culbro Corporation Press Release, dated May 4, 1995.
<PAGE>
A. Ross Wollen
(212) 561-8714
NEW YORK, NEW YORK (May 4, 1995) - Culbro Corporation (NYSE:
CUC) Culbro Corporation and Tabacalera, S.A. jointly announced today that
they had reached an understanding which is expected ultimately to lead to an
expanded global cigar business for Culbro's General Cigar subsidiary. Culbro
will sell to Tabacalera, the premier Spanish tobacco Company, a 51% interest
in General Cigar for approximately $100 million in cash and will continue to
direct, along with Tabacalera, the General Cigar operations.
Edgar M. Cullman, Chairman of Culbro stated that: "This transaction
brings great value to Culbro Shareholders, not only today but in the future
through the combined worldwide strength of the General Cigar and Tabacalera
association. Tabacalera has a business history of over 350 years and has
developed tobacco interests throughout the world. Although the cigar
business has been a central part of both Culbro and my family's interests for
decades, the time has now come to expand through this association in order to
recognize the greater potential of General Cigar in the continuing worldwide
growth of the cigar industry."
Mr. Pedro Perez, Chairman of Tabacalera, stated that, "Our desire to
expand globally had to involve a leading U.S. cigar business and there was no
better partner than General Cigar." Tabacalera is a Spanish publicly traded
tobacco company, ranking second both in sales of cigars and cigarettes in the
European Union. In 1994 its sales were $6.5 billion. The Tabacalera group
is involved in every segment of the tobacco industry from leaf growing and
processing to cigar and cigarette manufacturing, distribution, marketing and
sales.
Culbro expects the pre-tax profit from this 51% sale to be
approximately $60-65 million. The remaining 49% interest owned by Culbro
will be subject to a put/call option with Tabacalera at values based upon a
multiple of future earnings. No determination has been made by Culbro's
Board of Directors as to the use of the proceeds from this transaction. The
transaction does not involve the sale of any of Culbro's land in Connecticut.
The transaction is subject to further negotiations, due diligence,
definitive documentation and regulatory approvals.
Culbro is a diversified corporation with interests in cigars,
labeling systems and packaging machinery, real estate and landscape nursery
stock. The Corporation also holds equity interests in businesses engaged in
wholesale distribution of tobacco, groceries and sundry consumer products,
and publishing in the United Kingdom.
* * * *
<PAGE>
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.
CULBRO CORPORATION
By:/s/ JAY M. GREEN
Jay M. Green
Executive Vice President-
Finance and Administration-
Chief Financial Officer
Dated: May 9, 1995
