AMERICAN BRANDS INC /DE/
8-K, 1994-01-26
CIGARETTES
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                               UNITED STATES
                    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




                   January 26, 1994  (January 24, 1994)
- ---------------------------------------------------------------------------
             Date of Report (Date of earliest event reported)



                           AMERICAN BRANDS, INC.
- ---------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)



             Delaware                     1-9076            13-3295276
- ---------------------------------------------------------------------------
   (State or other jurisdiction        (Commission        (IRS Employer
         of incorporation)             File Number)    Identification No.)



    l700 East Putnam Avenue, Old Greenwich, Connecticut      06870-0811
- ---------------------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)



Registrant's telephone number, including area code   (203) 698-5000
                                                     ----------------------
<PAGE>
                 INFORMATION TO BE INCLUDED IN THE REPORT




Item 5.   Other Events.


- ------    ------------

          Registrant's press release dated January 24, 1994 is filed
herewith as Exhibit 20 and is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.
- ------    ---------------------------------

          (c)  Exhibits.
               --------

               20.  Press release of Registrant dated January 24, 1994.


          This Current Report shall not be construed as a waiver of the
right to contest the validity or scope of any or all of the provisions of
the Securities Exchange Act of 1934 under the Constitution of the United
States, or the validity of any rule or regulation made or to be made under
such Act.


                                 SIGNATURE
                                 ---------


          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.


                                        AMERICAN BRANDS, INC.
                                        ---------------------
                                             (Registrant)


                                        By      Robert L. Plancher
                                          --------------------------------
                                          Robert L. Plancher
                                          Senior Vice President
                                             and Chief Accounting Officer


Date:  January 26, 1994
<PAGE>
                               EXHIBIT INDEX



                                                      Sequentially
Exhibit                                              Numbered Page
- -------                                              -------------


    20.   Press release of Registrant dated
          January 24, 1994.


                                                    FOR IMMEDIATE RELEASE






                                           Contact:  Roger W. W. Baker
                                                     (203) 698-5148

                                                     Daniel A. Conforti
                                                     (203) 698-5132




                        AMERICAN BRANDS REPORTS EARNINGS 
                           FOR FOURTH QUARTER AND YEAR

Old Greenwich, CT, January 24 -- Reflecting both the impact for
the first time for a full quarter of lower prices in the domestic
cigarette market as well as the adverse impact of foreign
currency translation, American Brands, Inc. today announced that,
for the quarter ended December 31, 1993, income before accounting
changes declined to $185 million, or 91 cents per Common share,
from $233 million, or $1.15 per share, for the fourth quarter of
1992.  Fully diluted earnings per share declined to 90 cents from
$1.10 last year.  
             For the year, income before accounting changes decreased to
$668 million, or $3.30 per share, compared with $884 million, or
$4.29 per share, last year.  Fully diluted earnings per share
declined to $3.23 from $4.13.  Excluding restructuring
provisions, costs associated with a one-time buydown of trade
inventories by The American Tobacco Company, currency translation
and a gain on an exchange of tobacco trademarks -- earnings per
share before accounting changes for the year would have been
$3.89 on a primary basis and $3.78 fully diluted.
             Effective January 1, 1993, the Company adopted FAS
Statements No. 106 and No. 112, and on December 31, adopted FAS
Statement No. 115.  The one-time, non-cash charge to net income
for the year of $198 million, or 98 cents per share, from
adopting these statements was recorded as cumulative changes in
accounting principles.
             Revenues increased 1% in the quarter to $3.8 billion, but
excluding the impact of currency translation at lower average
rates, revenues would have been up 5%.  For the year, revenues
declined 6% to $13.7 billion; excluding the impact of currency
translation, revenues would have been up 3%.
             Fluctuations in exchange rates for foreign currencies,
primarily the British pound, adversely affected revenues, net
income and E.P.S. by $136 million, $10 million and 5 cents,
respectively, in the quarter, and $1.4 billion, $61 million and
31 cents, respectively, for the year.  Corporate administrative
expenses were lower for the year, but, in the quarter, were
substantially higher, principally reflecting higher stock
appreciation rights expense.  Interest expense declined in both
periods, and earnings per share further benefited from fewer
Common shares outstanding.  Earnings per share also benefited
from the 1992 redemption of the $2.75 Preferred stock.
             Chairman and Chief Executive Officer William J. Alley said: 
"The sharp reduction in prices in the domestic tobacco market and
the impact of currency translation severely affected 1993
results.  For the year, 89% of our operating company contribution
(operating income excluding amortization of intangibles) was
derived from businesses other than domestic tobacco, and we were
pleased that, on a comparable basis as discussed below, every one
of these business segments achieved an increase in contribution
during 1993.  Collectively, our nontobacco operations achieved
record contribution in both the fourth quarter and the year, up
26% and 11%, respectively.
             "Fourth quarter results for The American Tobacco Company
reflect, for the first time, the impact for a full quarter of the
major price reductions in the U.S. cigarette market, with
contribution declining sharply to $11 million.  For the year,
despite the fierce competitive onslaught, American Tobacco's unit
volume decline of 9.1% was in line with the industry's 9%
decline, and American held its market share at about 6.75%. 
Year-to-year volume comparisons were affected by changes in trade
buying patterns in 1993, and the estimated decline in underlying
consumer demand was in the range of 3% to 4%.  
             "American Tobacco's price-value cigarette brands achieved a
5% volume increase in 1993 and accounted for 52% of domestic unit
volume, compared with 45% in 1992, led by continued gains for
Misty and substantial increases for American's deep discount
brands, which were introduced in 1992 and 1993.  For the
industry, price-value brands represented about 37% of total
volume, up from 30% in 1992 but down from a peak of nearly 41% in
the second quarter of 1993.  Although American's premium brands
declined 21%, or somewhat more than the industry's premium sector
decline of 18%, Carlton gained share of that category.
             "American, which has taken significant steps to
substantially reduce marketing expenses and reduced overall
employment by 11% during 1993, continues to move aggressively to
further reduce expenses.
             "Our largest profit center, Gallaher Tobacco, had another
strong quarter, with contribution up 16% in sterling and 7% in
dollars.  For the year, on a comparable basis excluding
restructuring provisions, contribution was up 8% in sterling but
down 9% in dollars, due to translation at substantially lower
exchange rates.  Results benefited from substantial buying by the
trade in anticipation of the second 1993 U.K. budget in November;
this had the effect of drawing significant sales into the 1993
fourth quarter from the first quarter of 1994.  
             "Reflecting this trade buying, Gallaher's fourth quarter
cigarette unit volume increased 14.2% in the U.K., and its total
volume, including exports, increased 6.7%.  Export units rose 32%
for the year, benefiting from the acquisition of the Benson and
Hedges trademark on the Continent as well as solid increases by
Silk Cut, particularly on the Continent.  Gallaher successfully
introduced Benson and Hedges Superkings in the U.K. in 1993,
expanding the company's share of the growing mid-price segment;
for the year, the brand achieved a market share approaching 3%,
and Gallaher's overall share of market edged slightly ahead to
41.7%.
             "During 1993, with U.K. excise taxes increased twice during
the year (reflecting the change in timing of the U.K. budget),
price competition intensified, consumers continued to trade down
and the estimated underlying decline in U.K. consumer demand was
in the range of 5.5%.  In this situation, Gallaher Tobacco moved
decisively to control costs, with workforce reductions completed
or announced totaling over 16% of year-ago employment.  Gallaher
(Dublin) achieved solid gains in contribution and share, becoming
the #1 tobacco company in Ireland in 1993.
             "Contribution from our second largest core business,
distilled spirits, rose sharply to record levels in the quarter
and the year, principally reflecting the inclusion of Invergordon
Distillers Group.  Both Jim Beam Brands and Whyte & Mackay (even
excluding Invergordon) achieved increases in both periods. 
Contribution margins increased for both companies, despite
significantly intensified price competition.
             "Jim Beam Brands had record contribution for the quarter and
the year, though revenues declined in both periods in the face of
intensifying price competition.  Beam achieved higher domestic
depletions of Jim Beam bourbon, Kessler's American blended
whiskey, Kamora coffee liqueur and Wolfschmidt vodka, as well as
a strong performance in international markets, with solid volume
increases achieved in the key Australian, German and Japanese
markets.  Beam's international sales exceeded three million cases
for the first time, and the company is positioned for the future
with low cost production and a broad brand portfolio.
             "U.K.-based Whyte & Mackay completed the acquisition of
Invergordon during the quarter, creating an entity that ranks as
the #3 Scotch whisky company in the world.  Even excluding
Invergordon, contribution was up substantially for the quarter
and the year.  Whyte & Mackay's worldwide volume was up 10% for
the year, with a 10% increase in branded Scotch whisky case sales
and a 17% increase in vodka cases.  In the U.K., it achieved
share increases in both categories. 
             "The Franklin Life Insurance Company's contribution rose 63%
in the quarter and 30% to a record for the year, reflecting
substantially higher realized investment gains.  Net realized
investment gains of $41 million and $93 million in the quarter
and year, respectively, compared with $9 million and $41 million
in the corresponding 1992 periods.  These gains reflect a
continuing large number of calls of bonds with high coupons,
which adversely affects future investment income.  Even excluding
the gains on investments, contribution for the year would have
been slightly ahead, though it would have been down for the
quarter, reflecting the timing of expenses.   
             "The MasterBrand hardware and home improvement group
achieved record revenues and contribution in the quarter.  For
the year, revenues increased 10% to a record, but contribution
declined slightly.  Excluding a one-time gain from a change in an
employee benefit program in 1992 and the higher postretirement
expenses from adopting FAS Statement No. 106 in 1993,
contribution would have been up 6% in both periods.    
             "Aristokraft achieved record revenues and contribution for
the quarter and the year, again outperforming the industry and
becoming the #2 kitchen and bath cabinet maker in the U.S., up
from #5 only three years ago.  Master Lock and Waterloo also
achieved record results in both periods.  Moen's revenues were
solidly ahead in both periods, but contribution was flat in the
quarter and declined 10% for the year; excluding the one-time
1992 gain and higher postretirement expenses noted above, Moen's
contribution would have been up 4% in the quarter and flat for
the year.  Moen has successfully introduced an array of new
faucet lines, and results have been affected by product mix and
higher manufacturing costs associated with the more complex
product line.  Aggressive cost reduction programs are in place
throughout the group, and we believe that MasterBrand is well
positioned to participate in this industry's promising growth
opportunities.
             "The ACCO World office products group completed another fine
year.  Reported contribution declined 3% in the quarter and was
up 6% for the year, but on a comparable basis, principally
excluding the impact of currency translation and the divestiture
of two non-strategic U.K. businesses last year, contribution
would have been up 8% and 18%, respectively, in the quarter and
the year; on this comparable basis, revenues would have been
solidly ahead in both periods.  During 1993, ACCO achieved
significant market share gains particularly in the faster growing
channels of distribution, where it is strongly positioned with
its broad line and excellent service, and it continued to reduce
its cost base.  ACCO enters 1994 as the world leader in its
industry, with strong brands, customer relationships and growth
momentum. 
             "Our specialty businesses group had an excellent quarter,
with a 24% gain in contribution; for the year, contribution rose
5%.  The Titleist and Foot-Joy golf group had another record
year, with worldwide unit sales of golf balls up 9% to a record
168 million balls.  The U.K.-based Dollond & Aitchison optical
group posted contribution gains of 57% and 38% for the quarter
and year, respectively, in sterling.
             "Looking ahead, the intense competitive environment
prevailing in virtually all markets in 1993 seems likely to
endure for the foreseeable future.  This situation had the most
dramatic impact in the domestic tobacco market, where cigarette
prices were sharply reduced during the third quarter. 
Consequently, profit comparisons for The American Tobacco Company
are likely to be difficult in 1994, particularly in the first
half.  Even so, American should begin to realize the benefits of
its restructuring, lower marketing expenses, and a November 1993
price increase, and we are hopeful that comparisons will improve
as the year progresses and that full year contribution for
American Tobacco will approximate the 1993 result.  
             "Gallaher Tobacco faces intense competition in its markets
as well, but it is in a substantially stronger position as the
U.K.'s leading tobacco company with over 40% of the cigarette
market.  However, profit growth in 1994 will also be challenging
for Gallaher, and the first quarter comparison will be especially
difficult because, as noted, the change in timing of the U.K.
government budget from March to November drew substantial volume
out of the first quarter; conversely, last year's first quarter
benefited from trade buying in anticipation of the March budget. 
Although continued trading down by smokers would particularly
affect Gallaher, which has a major position in the premium
sector, we are encouraged by Gallaher's strengthened position in
the growing mid-price sector.
             "A record 56% of our consolidated contribution was generated
by our nontobacco businesses in 1993.  Collectively, these
operations achieved record contribution, and, on a comparable
basis, every segment registered an increase.  These businesses
continue to perform well, though special factors may affect
quarterly comparisons.  Notably, reported comparisons for
Franklin Life are likely to be very difficult through 1994. 
Franklin had extraordinarily high realized investment gains,
totaling $93 million in 1993, compared with an average of $23
million for the prior three years.    
             "Overall, we continue to respond aggressively to
unprecedented changes in the markets in which our companies
operate.  In spite of the substantial challenges that, as we
noted in our third quarter release, may well result in
unfavorable profit comparisons in 1994, we move to the future
with enviable brands, market positions and financial resources,
and we remain optimistic about our long-term prospects."
             American Brands is a global consumer products holding
company with core businesses in tobacco, distilled spirits, life
insurance, hardware and home improvement products and office
products as well as a substantial position in golf products. 
Each has brand name leaders in its industry.
             In tobacco, major cigarette brands include American
Tobacco's Carlton, Lucky Strike, Pall Mall, Tareyton, Montclair,
Misty, Riviera, Private Stock, Prime and Summit, and, in Europe,
Gallaher Limited's Benson and Hedges and Silk Cut.  In distilled
spirits, leading brands include Jim Beam and Old Grand-Dad
bourbons, DeKuyper and Leroux cordials and liqueurs, Glayva
Scotch-based liqueur, Windsor and Lord Calvert Canadian whiskies,
Kessler American Blended Whiskey, Gilbey's gin and vodka,
Kamchatka, Wolfschmidt and Vladivar vodkas and Ronrico rum along
with The Dalmore, The Claymore, Whyte & Mackay Special Reserve,
and Isle of Jura Scotch whiskies.  Life insurance is sold by The
Franklin group of companies.  The MasterBrand Industries hardware
and home improvement business includes Moen, Master Lock,
Aristokraft and Waterloo.  The ACCO World office products group
includes Swingline, Wilson Jones, Day-Timers and substantial
international operations, including Rexel and Twinlock.  
             Specialty products include Titleist, Pinnacle and Foot-Joy
golf products and, in the U.K., Gallaher's Prestige housewares
line, Dollond & Aitchison optics, and Forbuoys retailing.

                                   #    #    #
1/24/94
<PAGE>
                               AMERICAN BRANDS, INC.     
                     (In millions, except per share amounts)        
                                            
                                             Three Months Ended December 31,   
                                                 1993       1992     % Change  
Revenues                                    
  Tobacco Products (2)                      
    International                             $1,776.1    $1,603.4       10.8  
    Domestic                                     358.4       513.6      (30.2) 
                                              ---------   ---------    ------- 
      Total Tobacco                            2,134.5     2,117.0        0.8  
  Distilled Spirits (2)(3)                       386.4       377.4        2.4  
  Life Insurance                                 305.9       266.5       14.8  
  Hardware and Home                         
    Improvement Products                         312.6       268.5       16.4  
  Office Products                                294.8       281.9        4.6  
  Specialty Businesses                           381.6       460.6      (17.2) 
                                              ---------   ---------    ------- 
       Total                                   3,815.8     3,771.9        1.2  
                                              =========   =========    ======= 
Operating Company Contribution              
  Tobacco Products                          
    International                                144.4       134.9        7.0  
    Domestic (4)                                  10.5       127.6      (91.8) 
                                              ---------   ---------    ------- 
      Total Tobacco                              154.9       262.5      (41.0) 
  Distilled Spirits (3)                          105.7        77.8       35.9  
  Life Insurance                                  71.4        43.9       62.6  
  Hardware and Home                         
    Improvement Products                          49.5        48.4        2.3  
  Office Products                                 37.1        38.4       (3.4) 
  Specialty Businesses                            17.9        14.4       24.3  
                                              ---------   ---------    ------- 
       Total                                     436.5       485.4      (10.1) 
                                              =========   =========    ======= 
Amortization of Intangibles                       33.9        22.6       50.0  
                                              ---------   ---------    ------- 
Operating Income                                 402.6       462.8      (13.0) 
                                              ---------   ---------    ------- 
Interest and Related Charges                      60.4        65.1       (7.2) 
Corporate Admin. Expenses                         27.4        16.2       69.1  
Other (Income) Expenses, Net                       5.4        (0.3)         -  
                                              ---------   ---------    ------- 
       Total                                      93.2        81.0       15.1  
                                            
Income Before Income Taxes                       309.4       381.8      (19.0) 
                                            
Income Taxes                                     124.6       148.5      (16.1) 
                                              ---------   ---------    ------- 
Income Before Accounting Changes                 184.8       233.3      (20.8) 
Accounting Changes, Net of Taxes (5)               2.6           -          -  
                                              ---------   ---------    ------- 
Net Income                                       187.4       233.3      (19.7) 
                                              =========   =========    ======= 
<PAGE>
                               AMERICAN BRANDS, INC.     
                     (In millions, except per share amounts)        
                                            
                                             Three Months Ended December 31,   
                                                 1993       1992     % Change  

Earnings per Common Share                   
  Primary                                   
    Income Before Accounting Changes             $0.91       $1.15      (20.9) 
    Accounting Changes, Net of Taxes (5)          0.01           -          -  
                                              ---------   ---------    ------- 
    Net Income                                   $0.92       $1.15      (20.0) 
  Fully diluted                             
    Income Before Accounting Changes             $0.90       $1.10      (18.2) 
    Accounting Changes, Net of Taxes (5)          0.01           -          -  
                                              ---------   ---------    ------- 
    Net Income                                   $0.91       $1.10      (17.3) 
                                            
Average Common Shares Outstanding                201.7       203.1       (0.7) 

<PAGE>
                              AMERICAN BRANDS, INC.
                     (In millions, except per share amounts)        
                                            
                                             Twelve Months Ended December 31,  
                                              1993 (1)      1992     % Change  
Revenues                                    
  Tobacco Products (2)                      
    International                             $5,940.0    $6,376.6       (6.8) 
    Domestic                                   1,501.5     1,780.3      (15.7) 
                                              ---------   ---------    ------- 
      Total Tobacco                            7,441.5     8,156.9       (8.8) 
  Distilled Spirits (2)(3)                     1,194.6     1,268.3       (5.8) 
  Life Insurance                               1,070.9       965.5       10.9  
  Hardware and Home                         
    Improvement Products                       1,119.5     1,014.8       10.3  
  Office Products                                977.2     1,003.5       (2.6) 
  Specialty Businesses                         1,897.7     2,214.6      (14.3) 
                                              ---------   ---------    ------- 
       Total                                  13,701.4    14,623.6       (6.3) 
                                              =========   =========    ======= 
Operating Company Contribution              
  Tobacco Products                          
    International                                488.8       554.4      (11.8) 
    Domestic (4)                                 169.2       536.1      (68.4) 
                                              ---------   ---------    ------- 
      Total Tobacco                              658.0     1,090.5      (39.7) 
  Distilled Spirits (3)                          246.9       218.8       12.8  
  Life Insurance                                 228.5       176.1       29.8  
  Hardware and Home                         
    Improvement Products                         185.6       189.2       (1.9) 
  Office Products                                 84.1        79.1        6.3  
  Specialty Businesses                            98.4        93.7        5.0  
                                              ---------   ---------    ------- 
       Total                                   1,501.5     1,847.4      (18.7) 
                                              =========   =========    ======= 
Amortization of Intangibles                      103.6        92.4       12.1  
                                              ---------   ---------    ------- 
Operating Income                               1,397.9     1,755.0      (20.3) 
                                              ---------   ---------    ------- 
Interest and Related Charges                     244.2       270.1       (9.6) 
Corporate Admin. Expenses                         78.1        80.7       (3.2) 
Other (Income) Expenses, Net                      (0.5)        6.1     (108.2) 
                                              ---------   ---------    ------- 
       Total                                     321.8       356.9       (9.8) 
                                            
Income Before Income Taxes                     1,076.1     1,398.1      (23.0) 
                                            
Income Taxes                                     407.9       514.3      (20.7) 
                                              ---------   ---------    ------- 
Income Before Accounting Changes                 668.2       883.8      (24.4) 
Accounting Changes, Net of Taxes (5)            (198.4)          -          -  
                                              ---------   ---------    ------- 
Net Income                                       469.8       883.8      (46.8) 
                                              =========   =========    ======= 
<PAGE>
                              AMERICAN BRANDS, INC.
                     (In millions, except per share amounts)        
                                            
                                             Twelve Months Ended December 31,  
                                              1993 (1)      1992     % Change  

Earnings per Common Share                   
  Primary                                   
    Income Before Accounting Changes             $3.30       $4.29      (23.1) 
    Accounting Changes, Net of Taxes (5)         (0.98)          -          -  
                                              ---------   ---------    ------- 
    Net Income                                   $2.32       $4.29      (45.9) 
  Fully diluted                             
    Income Before Accounting Changes             $3.23       $4.13      (21.8) 
    Accounting Changes, Net of Taxes (5)         (0.94)          -          -  
                                              ---------   ---------    ------- 
    Net Income                                   $2.29       $4.13      (44.6) 
                                            
Average Common Shares Outstanding                201.8       204.0       (1.1) 

                                                        (NOTES   FOLLOW)
<PAGE>
                        AMERICAN BRANDS, INC.
NOTES:

(1) All figures are subject to completion of audit.

(2) Federal and foreign excise taxes included in revenues for the
    three months and twelve months ended December 31 are as follows
    (in millions):
                             Three Months            Twelve Months
                            1993      1992          1993      1992
    Tobacco Products
      International     $1,357.9   $1,222.5     $4,548.0    $4,894.1
      Domestic              97.0       97.7        360.9       337.0
    Distilled Spirits      162.5      162.1        505.0       552.2
                        --------   --------     --------    --------
                        $1,617.4   $1,482.3     $5,413.9    $5,783.3

(3) In the three months ended December 31, 1993, Whyte & Mackay, a
    subsidiary of Gallaher Limited, completed its acquisition of
    Invergordon Distillers Group PLC by purchasing the remaining
    outstanding shares.  The aggregate cost of Invergordon of 377.1
    million pounds sterling (approximately $599.1 million), exceeded
    the fair value of net assets acquired by 305.9 million pounds
    sterling (approximately $492.9 million).  Operations, including
    a $15.8 million benefit in operating company contribution
    resulting from the application of the equity method to prior
    periods, were consolidated from December 1, 1993.  The financial
    statements for prior periods were not restated because the
    effect on net income was immaterial.

(4) On June 30, 1993, The American Tobacco Company acquired from
    B.A.T Industries, PLC the Benson and Hedges cigarette trademark
    in Europe in exchange for assignment of its Lucky Strike and
    Pall Mall overseas cigarette trademarks, $107.2 million in cash
    including expenses, and contingent future payments based on
    volumes.  Results from the Benson and Hedges trademark are
    included in international tobacco from date of acquisition.  A
    pretax gain of $25.5 million was recognized in domestic tobacco
    as a result of the assignment of the Lucky Strike and Pall Mall
    trademarks.  Certain of the contingent payments are guaranteed
    and, accordingly, their present value is included in the initial
    $183 million of intangibles that have been recorded.  Any
    payments in excess of the guarantees will also be amortized over
    periods not to exceed 40 years.

(5) Effective January 1, 1993, the Company adopted FAS 106,
    "Employers' Accounting for Postretirement Benefits Other Than
    Pensions," requiring accrual of the expected costs during the
    years that employees render the service that qualifies them for
    coverage.  Excluding the one-time transition obligation of $310
    million ($191 million after taxes), pertaining to years prior to
    1993, the increase in ongoing pretax expense for these benefits
    for the three months and twelve months ended December 31, 1993
    was about $5 million, and $20 million, respectively.

    Also, effective January 1, 1993, the Company adopted FAS 112,
    "Employers' Accounting for Postemployment Benefits," requiring
    accrual of the expected costs of benefits provided to former or
    inactive employees after employment but before retirement and
    recorded a one-time, pretax charge of $15 million ($10 million
    after taxes).

    On December 31, 1993, the Company elected early adoption of FAS
    115, "Accounting for Certain Investments in Debt and Equity
    Securities," under which trading securities purchased with the
    intent of being sold in the near term are carried at fair value
    and the applicable unrealized holding gains and losses are
    recorded in net income.  The three months and twelve months
    ended December 31, 1993 include an unrealized holding gain on
    Franklin Life's trading portfolio as at December 31, 1993 of
    $2.6 million, net of $1.5 million of income taxes.

    The one-time, non-cash effects of adopting these statements were
    recorded as cumulative changes in accounting principles as
    follows (in millions, except per share amounts):

                                          FAS Statement Nos.        
                                 106       112       115      Total
                                ------    ------    ------    ------
    Pretax charge (credit)      $310.0     $15.0     $(4.1)   $320.9
    Income taxes                 119.0       5.0      (1.5)    122.5
                                ------    ------    ------    ------
    Net loss (income)           $191.0     $10.0     $(2.6)   $198.4
                                ======    ======    ======    ======
    Effect on earnings
     per Common share             $.94      $.05     $(.01)     $.98
                                  ====      ====     =====      ====

(6) The American Tobacco Company subsidiary and other tobacco
    manufacturers are defendants in various actions based upon
    allegations that human ailments have resulted from tobacco use. 
    While it is not possible to predict the outcome of the pending
    litigation or the effect of such litigation on the results of
    operations for any period, management believes that there are
    meritorious defenses to the pending actions and that the pending
    actions will not have a material adverse effect upon the
    financial  condition of the Company.  Such actions are being
    vigorously defended.
<PAGE>
                              AMERICAN BRANDS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET  
                                  (In millions)

                                               December 31,      December 31,
                                                   1993             1992 * 
      Assets                                    (Unaudited)               
 Consumer Products and Corporate             
   Current Assets                            
      Accounts Receivable, Net                    $1,241.6       $1,255.3  
      Inventories                                  2,043.2        1,810.2  
      Other Current Assets                           448.3          387.6  
                                                   --------       -------- 
        Total Current Assets                       3,733.1        3,453.1  

   Property, Plant and Equipment, Net              1,472.1        1,406.4  
   Intangibles Resulting From Business       
     Acquisitions                                  3,637.9        3,104.0  
   Other Assets                                      379.4          631.1  
                                                   --------       -------- 
        Total Consumer Products and          
         Corporate Assets                          9,222.5        8,594.6  

 Life Insurance                              
   Investments                                     5,808.8        5,321.2  
   Other Assets                                    1,307.7        1,003.9  
                                                   --------       -------- 
        Total Life Insurance Assets                7,116.5        6,325.1  

 Total Assets                                    $16,339.0      $14,919.7  
                                                  =========      ========= 
      Liabilities and Stockholders' Equity   

 Consumer Products and Corporate             
   Current Liabilities                       
      Short-Term Debt                             $1,182.9         $824.7  
      Other Current Liabilities                    1,974.8        1,964.0  
                                                   --------       -------- 
        Total Current Liabilities                  3,157.7        2,788.7  

   Long-Term Debt                                  2,492.4        2,406.8  
   Other Long-Term Liabilities                       645.0          371.7  
                                                   --------       -------- 
        Total Consumer Products and          
         Corporate Liabilities                     6,295.1        5,567.2  

 Life Insurance                              
   Policy Reserves and Claims                      2,553.4        2,401.2  
   Investment-Type Contract Deposits               2,732.3        2,265.9  
   Other Liabilities                                 486.8          383.8  
                                                   --------       -------- 
        Total Life Insurance Liabilities           5,772.5        5,050.9  

 Stockholders' Equity                              4,271.4        4,301.6  

 Total Liabilities and Stockholders' Equity      $16,339.0      $14,919.7  
                                                  =========      ========= 

* Certain amounts have been reclassified to conform to the 1993 presentation.



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