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
October 21, 1994 (October 21, 1994)
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Date of Report (Date of earliest event reported)
AMERICAN BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9076 13-3295276
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
l700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
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(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.
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Registrant's press release dated October 21, 1994 is filed
herewith as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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20. Press release of Registrant dated October 21, 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: October 21, 1994
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press release of Registrant dated
October 21, 1994.
EXHIBIT 20
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FOR IMMEDIATE RELEASE
Contact: Roger W. W. Baker
(203) 698-5148
Daniel A. Conforti
(203) 698-5132
AMERICAN BRANDS REPORTS THIRD QUARTER EARNINGS
Old Greenwich, CT, October 21 -- American Brands, Inc. today
announced that net income for the quarter ended September 30,
1994 rose 79% to $152 million, or 75 cents per Common share, from
$85 million, or 42 cents per share, for the third quarter of
1993. Fully diluted earnings per share rose 74% to 73 cents, and
revenues were up 11% to $3.7 billion. Even excluding last year's
third quarter restructuring provisions and one-time buydown of
trade inventories by The American Tobacco Company, earnings per
share would have been up 21%.
For the nine months, net income was $465 million, or $2.30
per share. This compared with net income of $282 million, or
$1.40 per share, and income before accounting changes of $483
million, or $2.39 per share, last year. Last year's first
quarter included one-time charges related to the adoption of FAS
106 and 112. Revenues for the nine months rose 3% to $10.2
billion.
The effective income tax rate for the quarter was 42.3%,
compared with 47.1% a year ago. Last year's quarter was affected
by a higher tax relating to foreign operations and the
proportionately greater impact of nondeductible goodwill on
reduced income. For the nine months, the effective rate was
38.7% versus 37% last year.
Chairman and Chief Executive Officer William J. Alley said:
"Our strong third quarter benefited from broad gains at most of
our operations. Contribution from tobacco operations was up 90%,
reflecting American Tobacco's comparison with last year's
depressed results as well as higher contribution for U.K.-based
Gallaher Tobacco; worldwide cigarette unit volume increased 10%,
with both companies registering gains. Contribution from
nontobacco operations was up 6% to a record, with double digit
increases registered by distilled spirits and by each of our
long-term growth operations: hardware and home improvement
products, office products and golf products.
"The American Tobacco Company, whose pending sale to B.A.T
Industries for $1 billion is undergoing antitrust review by the
Federal Trade Commission, completed the quarter with revenues up
35%, contribution of $49 million compared with a loss of $35
million in last year's third quarter, and a significant increase
in cigarette unit sales and market share. Last year's quarter
included a $30 million charge associated with the one-time
buydown of trade inventories, which affected both revenues and
contribution, and a $30 million restructuring provision. In
spite of intense competition, American Tobacco's brands achieved
gains in all price categories, with particularly strong unit
performances by Montclair and Misty resulting from increased
marketing support.
"Industry units were up 5.3% and 8.2% in the third quarter
and nine months, respectively, although these numbers are
distorted by comparisons with last year's disrupted market
conditions. American Tobacco's units increased 24% and 17% in
the quarter and nine months, respectively, resulting in market
share increases in both periods. For the latest 12 months,
market share was 7.2%, compared with 6.8% a year ago.
"Gallaher, the number 1 tobacco company in the U.K. and
Ireland, achieved contribution increases of 5% and 2% in dollars
and sterling, respectively, in the quarter. These increases were
achieved even though last year's quarter benefited from trade
buying in connection with an August 1993 price increase.
Reflecting last year's trade buying, Gallaher's cigarette unit
sales to the U.K. trade declined 2.6%. Nevertheless, Silk Cut,
the number 2 brand, achieved a nearly 5% increase, and Gallaher's
estimated share of consumer sales continued to approximate 40%.
On October 17, Gallaher launched a major gift program intended to
add value to Benson and Hedges, the number 1 brand. Worldwide,
Gallaher's cigarette unit sales increased nearly 1%, with a
significant gain in exports, reflecting the inclusion of Benson
and Hedges shipments to Continental Europe and another solid gain
in Ireland, which combined, more than offset the U.K. decline.
"Distilled spirits achieved record revenues and
contribution, up 12% and 30%, respectively, in the quarter. Both
Jim Beam Brands, the second largest distilled spirits company in
the U.S., and Whyte & Mackay, the world's number three scotch
whisky producer, achieved record contribution. As we have been
noting through the year, changes in trade practices at Jim Beam
Brands and last year's acquisition of Invergordon by Whyte &
Mackay are creating volatility in quarter-to-quarter comparisons,
and Beam's 25% increase in contribution in the third quarter is
not trend indicative. Nevertheless, for the nine months,
contribution from Beam rose 1% to a record in spite of very
competitive market conditions. Beam's U.S. branded case sales
rose 7% in the quarter, led by a 9% increase for the flagship Jim
Beam bourbon. For the nine months, estimated depletions of
Beam's major brands from distributors to retailers declined 2.5%
in the U.S. -- in line with industry trends. Internationally,
Beam continued to perform very well in the third quarter, with a
24% increase in contribution. Worldwide, its branded case sales
increased 7%.
"As a result of aggressive competitive promotional and
pricing activity, Whyte & Mackay's unit volume, excluding
Invergordon, declined nearly 11% in the quarter. However,
reflecting the inclusion of Invergordon, contribution increased
91%.
"As noted, our long-term growth businesses, hardware and
home improvement products, office products and golf products, are
all performing very well.
"The MasterBrand hardware and home improvement group had an
outstanding quarter, with record revenues and contribution.
Moen, the North American leader in single handle faucets,
achieved record revenues and reported an increase in
contribution. Moen continues to benefit from the success of new
marketing programs, strong acceptance of new faucet lines,
improved operating productivity and the robust housing/remodeling
market. Aristokraft, the second largest manufacturer of kitchen
and bath cabinets, has achieved sales records in 32 of the past
33 months, and MasterBrand's other companies, Master Lock and
Waterloo tool storage products, are the leaders in their
categories and are performing well. Overall, the strong results
in 1994 have been accompanied by increased investment in
marketing, new products and international expansion.
"The ACCO World office products group continued to achieve
strong growth, with record revenues and a 17% increase in
contribution. Revenue growth has accelerated as the year has
progressed, and the 10% third quarter increase represented broad
gains across all principal units. The solid financial
performance was driven by share gains with key accounts, a very
strong back-to-school performance and substantial contribution
from new products. In spite of ongoing pricing pressure, margins
have continued to improve, reflecting the benefit of ACCO's
aggressive cost reduction programs.
"The Titleist and Foot-Joy golf group had another record
quarter, with revenues up 9% and contribution up 14%, and it has
achieved solid sales increases in all four core categories:
balls, shoes, clubs and gloves. Titleist and Foot-Joy have
continued their strong performance as the number 1 ball, shoe and
glove in professional golf. Titleist is the most played ball by
far, and it was the winning ball played in 81 tournaments,
worldwide, through September -- three times its nearest
competitor, and, for the first time in its history, Titleist was
the number 1 ball on the Japanese tour, with the most wins.
Titleist has achieved a 7% unit increase in top-grade ball sales
for the nine months, and Foot-Joy, the number 1 golf shoe, posted
a 18% volume increase. Overall, contribution for specialty
businesses declined 16% in the quarter, reflecting the absence of
income from the Dollond & Aitchison optical group, which was sold
in July.
"Excluding investment gains and losses, contribution for The
Franklin Life Insurance Company declined 9% for the quarter but
was up 4% for the nine months. The decline in the quarter was
due to operating expenses related to Franklin's reengineering
project, which is aimed at streamlining operations and enhancing
revenue growth, and higher mortality costs, partially offset by
the reversal of an accounting reserve no longer required.
Including investment gains and losses, contribution declined 20%
in the quarter and 33% for the nine months, reflecting last
year's record high investment gains as well as the adoption
effective January 1, 1994, of FAS 115, which mandates that
Franklin's trading securities portfolio be "marked to market."
Franklin has continued to outperform the industry in the
recruiting of new associates, which is a key to future sales
growth.
"Overall, our operations have been achieving broad gains,
and the outlook is encouraging. Each of our principal operations
except Franklin Life posted an increase in contribution for the
nine months, and, excluding investment gains and losses,
Franklin's contribution would have been up as well.
"Half our operating company contribution thus far in 1994
has been derived from our nontobacco businesses. These
businesses are strongly positioned in their markets.
"The three long-term growth businesses, MasterBrand hardware
and home improvement products, ACCO World office products and
Titleist and Foot-Joy golf products, have been achieving
sustained gains, both financially and in the marketplace.
Prospects for these businesses continue to be very favorable.
For MasterBrand, with major market leadership positions,
important new products, broadening distribution and very positive
industry fundamentals, we expect solid long-term growth. ACCO
World, which is also solidly positioned with a substantial
international presence and an excellent infrastructure, has
established strong momentum with new business gained with key
customers as well as with significant new products, and we are
pleased that ACCO has consistently been outperforming industry
growth. In golf products, Titleist and Foot-Joy are well
positioned as worldwide leadership brands and have the ability to
grow profitably on a sustained basis.
"In distilled spirits, in spite of competitive conditions
creating pressure on pricing and margins, we are encouraged by
the growth in contribution for the nine months and the continued
powerful generation of cash, and we now anticipate modest
contribution growth for the full year. At Franklin Life, despite
the setback in the third quarter, the underlying insurance
operations should perform well, but investment gains in last
year's fourth quarter were an exceptionally high $41 million.
"The American Tobacco Company's earnings will continue to be
consolidated in American Brands' overall results pending
consummation of the sale. In the face of the pending sale and
fierce competitive conditions, we are particularly proud of the
performance of our associates at American Tobacco.
"Gallaher is the number 1 tobacco company in the U.K., with
approximately 40% of the cigarette market. We now expect that
Gallaher, in spite of intense competition, will achieve profit
growth for the full year.
"Overall for American Brands, last year's results benefited
from extraordinarily high investment gains at Franklin Life of
$93 million, compared with a loss of $4 million for the first
nine months of 1994. Conversely, last year's net income included
a $198 million charge related to the adoption of FAS Statements
No. 106, 112 and 115. We now anticipate that earnings per share
excluding these items will increase for the year, though reported
earnings per share before accounting changes may well show a
modest decline.
"Last month, we announced changes that will ensure an
orderly executive transition at American Brands. With a strong
management team, outstanding brands and market positions and
excellent momentum, along with a firm resolve to aggressively
build value for our shareholders, we are 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.
The international tobacco business, Gallaher Tobacco, is the
number 1 tobacco company in the U.K. and has an expanding
presence on the European continent. Gallaher's major brands
include Benson and Hedges and Silk Cut.
In the U.S., The American Tobacco Company's major brands
include Carlton, Pall Mall, Tareyton, Lucky Strike, Montclair,
Misty, Private Stock, Prime and Summit.
In distilled spirits, leading brands include Jim Beam and
Old Grand-Dad bourbons, DeKuyper and Leroux cordials and
liqueurs, Glayva Scotch 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 and Forbuoys retailing.
# # #
10/21/94
<PAGE>
AMERICAN BRANDS, INC.
(In millions, except per share amounts)
Unaudited
Three Months Ended September 30,
1994 1993 % Change
Revenues
Tobacco Products (1)(2)
International $1,608.1 $1,459.2 10.2
Domestic (3) 425.3 316.2 34.5
--------- --------- -------
Total Tobacco 2,033.4 1,775.4 14.5
Distilled Spirits (1)(4) 305.9 272.3 12.3
Life Insurance (5) 300.9 255.8 17.6
Hardware and Home
Improvement Products 334.0 288.3 15.9
Office Products 260.1 237.5 9.5
Specialty Businesses (6) 421.2 472.7 (10.9)
--------- --------- -------
Total 3,655.5 3,302.0 10.7
========= ========= =======
Operating Company Contribution
Tobacco Products (2)
International 141.7 134.7 5.2
Domestic (3) 48.6 (34.5) 240.9
--------- --------- -------
Total Tobacco 190.3 100.2 89.9
Distilled Spirits (4) 57.4 44.3 29.6
Life Insurance (5) 38.0 47.6 (20.2)
Hardware and Home
Improvement Products 52.1 44.8 16.3
Office Products 20.1 17.2 16.9
Specialty Businesses (6) 14.9 17.8 (16.3)
--------- --------- -------
Total 372.8 271.9 37.1
========= ========= =======
Amortization of Intangibles 27.4 23.9 14.6
--------- --------- -------
Operating Income 345.4 248.0 39.3
--------- --------- -------
Interest and Related Charges 56.8 60.1 (5.5)
Corporate Admin. Expenses 24.0 26.5 (9.4)
Other Expenses (Income), Net 1.5 0.8 87.5
--------- --------- -------
Total 82.3 87.4 (5.8)
Income Before Income Taxes 263.1 160.6 63.8
Income Taxes 111.2 75.6 47.1
--------- --------- -------
Income Before Accounting Changes 151.9 85.0 78.7
Accounting Changes, Net of Taxes (7) 0 0 0.0
--------- --------- -------
Net Income 151.9 85.0 78.7
========= ========= =======
Earnings per Common Share
Primary
Income Before Accounting Changes $0.75 $0.42 78.6
Accounting Changes, Net of Taxes (7) 0.00 0.00 0.0
--------- --------- -------
Net Income $0.75 $0.42 78.6
Fully diluted
Income Before Accounting Changes $0.73 $0.42 73.8
Accounting Changes, Net of Taxes (7) 0.00 0.00 0.0
--------- --------- -------
Net Income $0.73 $0.42 73.8
Average Common Shares Outstanding 201.3 201.7 (0.2)
<PAGE>
AMERICAN BRANDS, INC.
(In millions, except per share amounts)
Unaudited
Nine Months Ended September 30,
1994 1993 % Change
Revenues
Tobacco Products (1)(2)
International $4,153.8 $4,163.9 (0.2)
Domestic (3) 1,207.4 1,143.1 5.6
--------- --------- -------
Total Tobacco 5,361.2 5,307.0 1.0
Distilled Spirits (1)(4) 839.4 808.2 3.9
Life Insurance (5) 785.3 765.0 2.7
Hardware and Home
Improvement Products 932.3 806.9 15.5
Office Products 725.7 682.4 6.3
Specialty Businesses (6) 1,537.8 1,516.1 1.4
--------- --------- -------
Total 10,181.7 9,885.6 3.0
========= ========= =======
Operating Company Contribution
Tobacco Products (2)
International 362.0 344.4 5.1
Domestic (3) 174.2 158.7 9.8
--------- --------- -------
Total Tobacco 536.2 503.1 6.6
Distilled Spirits (4) 149.0 141.2 5.5
Life Insurance (5) 105.9 157.1 (32.6)
Hardware and Home
Improvement Products 153.4 136.1 12.7
Office Products 52.0 47.0 10.6
Specialty Businesses (6) 79.5 80.5 (1.2)
--------- --------- -------
Total 1,076.0 1,065.0 1.0
========= ========= =======
Amortization of Intangibles 80.9 69.7 16.1
--------- --------- -------
Operating Income 995.1 995.3 0.0
--------- --------- -------
Interest and Related Charges 177.9 183.8 (3.2)
Corporate Admin. Expenses 52.7 50.7 3.9
Other Expenses (Income), Net 6.4 (5.9) 208.5
--------- --------- -------
Total 237.0 228.6 3.7
Income Before Income Taxes 758.1 766.7 (1.1)
Income Taxes 293.1 283.3 3.5
--------- --------- -------
Income Before Accounting Changes 465.0 483.4 (3.8)
Accounting Changes, Net of Taxes (7) 0.0 (201.0) 100.0
--------- --------- -------
Net Income 465.0 282.4 64.7
========= ========= =======
Earnings per Common Share
Primary
Income Before Accounting Changes $2.30 $2.39 (3.8)
Accounting Changes, Net of Taxes (7) 0.00 (0.99) 100.0
--------- --------- -------
Net Income $2.30 $1.40 64.3
Fully diluted
Income Before Accounting Changes $2.25 $2.33 (3.4)
Accounting Changes, Net of Taxes (7) 0.00 (0.95) 100.0
--------- --------- -------
Net Income $2.25 $1.38 63.0
Average Common Shares Outstanding 201.6 201.8 (0.1)
(NOTES FOLLOW)
<PAGE>
AMERICAN BRANDS, INC.
NOTES:
(1) Federal and foreign excise taxes included in revenues for the
three months and nine months ended September 30 are as follows
(in millions):
Three Months Nine Months
1994 1993 1994 1993
---- ---- ---- ----
Tobacco Products
International $1,235.2 $1,117.1 $3,185.0 $3,190.1
Domestic 101.1 86.6 313.8 263.9
Distilled Spirits 120.2 116.1 326.3 342.5
-------- -------- -------- --------
$1,456.5 $1,319.8 $3,825.1 $3,796.5
======== ======== ======== ========
(2) On June 30, 1993, the Benson and Hedges European cigarette
trademark was acquired from B.A.T Industries, PLC in exchange
for the assignment of certain overseas trademarks of The
American Tobacco Company and other considerations. The results
from the Benson and Hedges trademark are included in
international tobacco from the date of acquisition. As part of
the transaction, a pretax gain of $25.5 million was recognized
in the domestic tobacco product line.
(3) On April 26, 1994, the Company entered into an agreement for the
sale of The American Tobacco Company to B.A.T Industries, PLC
for a price of $1 billion, which would be largely tax free. The
transaction is subject to review by government antitrust
agencies and other conditions. The proceeds from the sale could
be used for share purchases, debt reduction, strategic
acquisitions or other general corporate purposes.
(4) During the fourth quarter of 1993, Whyte & Mackay, a subsidiary
of Gallaher Limited, completed its acquisition of Invergordon
Distillers Group PLC by purchasing the remaining outstanding
shares. Operations were consolidated from December 1, 1993.
(5) 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 gains and losses are recorded in
income.
(6) On July 12, 1994, Dollond & Aitchison Group PLC, a subsidiary of
Gallaher Limited, was sold for total consideration of about 94
million pounds ($146 million) which approximated the carrying
value of the company.
(7) 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. 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.
<PAGE>
AMERICAN BRANDS, INC.
NOTES (CONTINUED):
(7) (continued)
The initial effects of adopting these statements were recorded
as cumulative changes in accounting principles as follows (in
millions, except per share amounts):
FAS Statements No.
106 112 Total
--- --- -----
Pretax charges $310.0 $15.0 $325.0
Income taxes 119.0 5.0 124.0
Net loss $191.0 $10.0 $201.0
------ ----- ------
Net loss per Common share $.94 $.05 $.99
==== ==== ====
(8) 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.
It is not possible to predict the outcome of the pending
litigation, and management is unable to make a reasonable
estimate of the amount or range of loss that could result from
an unfavorable determination of the pending litigation. It is
possible that an unfavorable determination could have a material
effect on the Company's results of operations and cash flows in
a particular quarterly or annual period and could encourage the
commencement of additional litigation. 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. These actions are
being vigorously contested.
<PAGE>
AMERICAN BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions)
September 30, December 31,
1994 1993
Assets (Unaudited)
Consumer Products and Corporate
Current Assets
Accounts Receivable, Net $1,334.4 $1,241.6
Inventories 1,702.7 2,043.2
Other Current Assets 372.0 448.3
-------- --------
Total Current Assets 3,409.1 3,733.1
Property, Plant and Equipment, Net 1,386.3 1,472.1
Intangibles Resulting From Business
Acquisitions 3,578.0 3,637.9
Other Assets 414.6 379.4
-------- --------
Total Consumer Products and
Corporate Assets 8,788.0 9,222.5
Life Insurance
Investments 6,238.8 5,808.8
Other Assets 1,134.1 1,307.7
-------- --------
Total Life Insurance Assets 7,372.9 7,116.5
Total Assets $16,160.9 $16,339.0
========= =========
Liabilities and Stockholders' Equity
Consumer Products and Corporate
Current Liabilities
Short-Term Debt $772.1 $1,182.9
Other Current Liabilities 2,129.0 1,974.8
-------- --------
Total Current Liabilities 2,901.1 3,157.7
Long-Term Debt 2,120.5 2,492.4
Other Long-Term Liabilities 633.1 645.0
-------- --------
Total Consumer Products and
Corporate Liabilities 5,654.7 6,295.1
Life Insurance
Policy Reserves and Claims 2,723.8 2,553.4
Investment-Type Contract Deposits 2,849.1 2,732.3
Other Liabilities 447.3 486.8
-------- --------
Total Life Insurance Liabilities 6,020.2 5,772.5
Stockholders' Equity 4,486.0 4,271.4
Total Liabilities and Stockholders' Equity $16,160.9 $16,339.0
========= =========
