This Supplement relates to Registration No. 33-39855
the Prospectus for offers This filing is made pursuant to
and sales of Common Stock Rule 424(b)(3) and (c) under the
dated April 23, 1991. Securities Act of 1933, as amended.
1994 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
American Brands, Inc.
By Certain Selling Stockholders
This Supplement dated April 29, 1994 to the Prospectus dated April 23, 1991
relating to offers and sales of Award Shares by certain Selling Stockholders of
American Brands, Inc. contains certain current information that may change from
year to year. The Supplement will be updated annually and will be delivered to
each Selling Stockholder. Each current Annual Supplement should be kept with the
Prospectus in the Selling Stockholder's important papers. Selling Stockholders
who receive the April 23, 1991 Prospectus will not be sent additional copies of
the Prospectus in subsequent years unless the information in the Prospectus is
required to be amended or unless a Selling Stockholder requests an additional
copy by writing to the Secretary, American Brands, Inc., 1700 East Putnam
Avenue, Old Greenwich, Connecticut 06870. Capitalized terms used in this
Supplement have the meanings set forth in the Prospectus.
1. Date. The date of this Supplement is April 29, 1994.
2. Information Regarding Selling Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 3,809,581 Award Shares that have been or
may be acquired upon exercise of incentive stock options or nonqualified stock
options granted pursuant to the Plans, or upon exercise of stock appreciation
rights granted under the Plans in respect of options, or pursuant to performance
awards, awards of restricted stock or other stock-based awards, and dividend
equivalents earned thereon, under the 1990 Plan, held by the Selling
Stockholders as of February 4, 1994.
There are set forth in the following table opposite the name of each of the
Selling Stockholders (1) under the heading "Shares of Common Stock beneficially
owned", the shares of Common Stock of the Company beneficially owned by the
Selling Stockholder on February 4, 1994 (except, as stated in Notes (d) and (h)
below, beneficial ownership is disclaimed as to certain shares), including
shares of Common Stock (if any) of which the Selling Stockholder had the right
on such date to acquire beneficial ownership pursuant to the exercise on or
before April 5, 1994 of options granted by the Company, plus the number (if any)
of shares of restricted stock held by the Selling Stockholder, plus the number
(if any) of shares of Common Stock held on December 31, 1993 by the Trustee of
the Profit-Sharing Plan of the Company attributable to Company contributions and
to employee pre-tax contributions made through payroll deductions, and by the
Trustee of the Profit-Sharing Plan of Jim Beam Brands Co. ("Beam") attributable
to Beam contributions, that is equivalent as of that date to the Selling
Stockholder's undivided proportionate beneficial interest in all such shares;
(2) under the heading "Award Shares acquired or which may be acquired and
offered", the shares of Common Stock which have been acquired pursuant to awards
of restricted stock or other stock-based awards, and dividend equivalents earned
thereon, if any, or upon the exercise of options and stock appreciation rights,
or may be acquired by the Selling Stockholder pursuant to performance awards,
awards of restricted stock or other stock-based awards, and dividend equivalents
earned thereon, if any, or upon the exercise of options and stock appreciation
rights outstanding as of February 4, 1994 and offered by the Prospectus; and (3)
under the heading "Shares of Common Stock to be owned upon completion of the
offering", the shares of Common Stock to be beneficially owned by the Selling
Stockholder after completion of the offering, based on the number of shares
owned on February 4, 1994. The information as to security holdings is based on
information received by the Company from the Selling Stockholders, from the
Compensation and Stock Option Committee and the Corporate Employee Benefits
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<PAGE>
Committee of the Company, from the Employee Benefits Committee of Beam, and from
the Trustees, and has been adjusted to reflect two-for-one stock splits in the
form of 100% stock dividends, each at a rate of one additional share of Common
Stock for each share of Common Stock issued, effective at the close of business
on September 10, 1986 and October 9, 1990, respectively. Shares of Common Stock
have attached thereto certain preferred stock purchase rights distributed by the
Company as a dividend on December 24, 1987.
<TABLE>
<CAPTION>
Award Shares of
Shares Common
acquired or Stock
Shares of which to be
Common may be owned
Stock acquired after
Present principal positions or beneficially and completion
offices with the Company or owned offered of offering
Selling Stockholder affiliates* (a)(b)(c)(d)(e) (b)(c)(e)(f) (a)(d)
------------------- ----------------------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
William J. Alley....................... Director; Chairman of the 796,605 997,123 5,162
Board and Chief Executive Officer
Dudley L. Bauerlein, Jr................ Vice President and 81,853 92,130 10,268
Treasurer
Barry M. Berish........................ Vice President--Distilled 170,258 197,815 17,868
Spirits; Chairman of the Board and
Chief Executive Officer
of Jim Beam Brands Co.
Francis J. Bianca...................... Vice President--Taxes 56,583 73,201 3,927
Louis F. Fernous, Jr................... Vice President and 61,145 74,393 7,297
Secretary
Joseph J. Griffin...................... Vice President and 65,153 84,843 855
Controller
Thomas C. Hays......................... Director; President and 380,358 451,619 31,579
Chief Operating Officer
Arnold Henson.......................... Director; Executive Vice 295,588 342,822 26,809
President and Chief Financial Officer
Howard C. Humphrey..................... Director; Vice President-- 93,586 136,853 2,308
Life Insurance; Chairman of the
Board, President and Chief
Executive Officer of the Franklin
Life Insurance Company
Gilbert L. Klemann, II................. Senior Vice President and 72,555 112,148 1,555
General Counsel
Randall W. Larrimore................... Vice President--Hardware 113,718 157,524 1,619
and Home Improvement Products;
President and Chief Executive
Officer of MasterBrand Industries, Inc.
John T. Ludes.......................... Group Vice President; 177,061 215,763 2,446
President and Chief Executive Officer
of Acushnet Company and
Chairman of Titleist and Foot-Joy
Worldwide.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Award Shares of
Shares Common
acquired or Stock
Shares of which to be
Common may be owned
Stock acquired after
Present principal positions or beneficially and completion
offices with the Company or owned offered of offering
Selling Stockholder affiliates* (a)(b)(c)(d)(e) (b)(c)(e)(f) (a)(d)
------------------- ----------------------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Steven C. Mendenhall................... Vice President and Chief 70,998 97,534 3,439
Administrative Officer
Robert L. Plancher..................... Senior Vice President and 224,598 260,965 4,781
Chief Accounting Officer
Robert J. Rukeyser..................... Senior Vice President-- 181,388(h) 216,748 5,788(h)
Corporate Affairs
Norman H. Wesley....................... Vice President--Office 107,800 153,225 0
Products; President and Chief
Executive Officer of ACCO
World Corporation
Peter M. Wilson........................ Director; Chairman and 98,600 144,875 0
Chief Executive of Gallaher Limited
</TABLE>
- -----------
* Positions are those with the Company, unless otherwise indicated. Each of
the Selling Stockholders has been a director or officer of the Company or a
subsidiary of the Company for the past three years.
(a) The numbers of shares attributable to Company contributions under the
Profit-Sharing Plan of the Company included in the numbers shown in Columns (1)
and (3) are as follows: William J. Alley, 4,571; Dudley L. Bauerlein, Jr.,
9,156; Francis J. Bianca, 3,927; Louis F. Fernous, Jr., 7,297; Joseph J.
Griffin, 855; Thomas C. Hays, 6,551; Arnold Henson, 17,021; Gilbert L. Klemann,
II, 1,193; Randall W. Larrimore, 1,415; John T. Ludes, 2,059; Steven C.
Mendenhall, 3,135; Robert L. Plancher, 761; Robert J. Rukeyser, 4,666. The
number of shares attributable to employee pre-tax contributions under such Plan
included in the numbers shown in Columns (1) and (3) are as follows: William J.
Alley, 459; Dudley L. Bauerlein, Jr., 1,112; Thomas C. Hays, 500; Arnold Henson,
756; Gilbert L. Klemann, II, 360; Randall W. Larrimore, 204; John T. Ludes, 387;
Steven C. Mendenhall, 304; Robert L. Plancher, 20; Robert J. Rukeyser, 662.
There are 17,868 shares attributable to profit sharing under the Profit-Sharing
Plan of Beam included in the numbers shown in Columns (1) and (3) for Barry M.
Berish.
(b) The number of shares of which the Selling Stockholders had the right to
acquire beneficial ownership pursuant to the exercise on or before April 5, 1994
of options granted by the Company included in the numbers shown above are as
follows: William J. Alley, 656,650; Dudley L. Bauerlein, Jr., 62,650; Barry M.
Berish, 122,183; Francis J. Bianca, 39,000; Louis F. Fernous, Jr., 42,750;
Joseph J. Griffin, 38,040; Thomas C. Hays, 288,050; Arnold Henson, 165,600;
Howard C. Humphrey, 58,000; Gilbert L. Klemann, II, 68,000; Randall W.
Larrimore, 105,500; John T. Ludes, 142,000; Steven C. Mendenhall, 66,000; Robert
L. Plancher, 170,300; Robert J. Rukeyser, 154,900; Norman H. Wesley, 104,600;
and Peter M. Wilson, 98,100. Inclusion of such shares does not constitute an
admission by any Selling Stockholder that he is the beneficial owner of such
shares.
(c) The number of shares of restricted stock granted under the 1990 Plan
included in the numbers shown above are as follows: William J. Alley, 20,000;
Dudley L. Bauerlein, Jr., 2,000; Barry M. Berish, 3,200; Francis J. Bianca,
2,000; Louis F. Fernous, Jr., 2,000; Joseph J. Griffin, 2,000; Thomas C. Hays,
3
<PAGE>
10,000; Arnold Henson, 7,200; Howard C. Humphrey, 3,400; Gilbert L. Klemann, II,
3,000; Randall W. Larrimore, 3,200; John T. Ludes, 4,000; Steven C. Mendenhall,
2,000; Robert L. Plancher, 4,000; Robert J. Rukeyser, 4,000; and Norman H.
Wesley, 3,200.
(d) To the best of the Company's knowledge, each Selling Stockholder has
sole voting and investment power with respect to shares shown after his name in
Columns (1) and (3) above, other than with respect to the shares listed in Note
(b) above and (f) and (g) below and except as follows: Mr. Hays shares voting
and investment power as a co-trustee of various family trusts with respect to
8,800 shares and with respect to which he disclaims beneficial ownership; Mr.
Humphrey's wife has sole voting and investment power with respect to 2,308
shares that she holds as to which Mr. Humphrey disclaims beneficial ownership;
one of Mr. Rukeyser's children holds directly 60 shares. The Trustees of the
Profit-Sharing Plan of the Company and the Profit-Sharing Plan of Beam have
agreed to vote the shares they hold in the respective Trusts in accordance with
instructions received from members of the Plans and shares as to which
instructions are not received are voted by the Trustees proportionally in the
same manner as shares as to which each has received instructions.
(e) The numbers shown in Columns (1) and (2) include 1,083 shares which
Barry M. Berish had the right to receive pursuant to performance awards granted
under the 1990 Plan as a result of the achievement of performance goals for the
fiscal year 1993.
(f) The numbers shown in Column (2) include shares covered by performance
awards granted under the 1990 Plan if the maximum performance goals to which
such awards relate are met for fiscal years 1994 and 1995. The number of shares
of Common Stock so covered are as follows: William J. Alley, 42,480; Dudley L.
Bauerlein, Jr., 4,245; Barry M. Berish, 11,925; Francis J. Bianca, 4,245; Louis
F. Fernous, Jr., 4,245; Joseph J. Griffin, 4,245; Thomas C. Hays, 21,240; Arnold
Henson, 15,293; Howard C. Humphrey, 9,075; Gilbert L. Klemann, II, 8,498;
Randall W. Larrimore, 11,925; John T. Ludes, 8,498; Steven C. Mendenhall, 5,475;
Robert L. Plancher, 8,498; Robert J. Rukeyser, 8,498; Norman H. Wesley, 11,925;
and Peter M. Wilson, 8,175. Inclusion of such shares does not constitute an
admission by any Selling Stockholder that he is the beneficial owner of such
shares.
(g) The number shown in Column (2) for Mr. Wilson includes deferred stock
awards of 1,600 shares of Common Stock made to Mr. Wilson as other stock-based
awards under the 1990 Plan as of September 23, 1991. Inclusion of such shares
does not constitute an admission by Mr. Wilson that he is the beneficial owner
of such shares.
(h) The numbers shown in Columns (1) and (3) include 60 shares held by one
of Mr. Rukeyser's children. Mr. Rukeyser disclaims beneficial ownership as to
the shares held by his child.
3. Market Price. The closing price per share of Common Stock of the Company
on the New York Stock Exchange Composite Transactions on April 26, 1994 was
$34.625.
4. Documents Incorporated by Reference. For further information concerning
the Company and its subsidiaries, see the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's 1993 Annual Report to Stockholders, and see also its
Proxy Statement for the Annual Meeting of Stockholders to be held on May 3,
1994, and its Current Reports on Form 8-K dated January 26, February 22 and
April 26, 1994. Each of the foregoing is on file with the Securities and
Exchange Commission.
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