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
September 8, 1994 (April 26, 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
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<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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Registrant's press release dated April 26, 1994 is filed herewith
as Exhibit 20 and is incorporated herein by reference. On April 26, 1994,
a Current Report on Form 8-K (Items 5 and 7) was submitted by Registrant
for filing on the Electronic Data Gathering and Retrieval ("EDGAR") system
of the Securities and Exchange Commission (the "Commission") for the
purpose of filing the same press release. Registrant has since discovered
that the earlier submission was accepted by the EDGAR system as a "Test"
filing rather than the "Live" filing that had been intended. Therefore,
Registrant is making this filing so as to make the press release available
in the EDGAR database.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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20. Press release of Registrant dated April 26, 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
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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.
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(Registrant)
By Gilbert L. Klemann, II
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Gilbert L. Klemann, II
Senior Vice President
and General Counsel
Date: September 8, 1994
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press release of Registrant dated
April 26, 1994.
EXHIBIT 20
FOR IMMEDIATE RELEASE
Contact: Roger W. W. Baker
(203) 698-5148
Daniel A. Conforti
(203) 698-5132
AMERICAN BRANDS ANNOUNCES AGREEMENT
TO SELL THE AMERICAN TOBACCO COMPANY;
REPORTS FIRST QUARTER EARNINGS;
INCREASES DIVIDEND
Old Greenwich, CT, April 26 -- American Brands, Inc. announced
today that it has entered into an agreement for the sale of The
American Tobacco Company, its domestic tobacco subsidiary, to
B.A.T Industries, p.l.c. 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.
Also, the Company's subsidiary in the U.K., Gallaher
Limited, has agreed to the sale to B.A.T Industries of its Silk
Cut trademark rights outside of Europe in exchange for a long-
term manufacturing arrangement.
American Brands also announced that net income for the
quarter ended March 31, 1994 was $149 million, or 74 cents per
Common share. This compared with net income of $46 million, or
23 cents per share, and income before accounting changes of $247
million, or $1.22 per share, last year. Last year included the
one-time charges related to the adoption of FAS 106 and 112.
Fully diluted, earnings per share were 72 cents, compared
with 23 cents, and with $1.18 before accounting changes.
Revenues declined 13% to $3.25 billion from $3.74 billion.
The Company further announced an increase in the quarterly
dividend on the Common stock to 50 cents per share from 49.25
cents, payable on June 1 to stockholders of record on May 10.
The indicated annual rate is $2.00 per share, up from $1.97.
Chairman and Chief Executive Officer William J. Alley said:
"Today's agreement to sell The American Tobacco Company, if
consummated, would mark a watershed in our 7-year restructuring,
creating a new American Brands. The agreement represents a
dramatic step aimed at enhancing value for our stockholders, and
the increase in the dividend reflects the Board's confidence in
the Company's future. Based on the indicated annual rate, 1994
would mark the 27th consecutive year in which the dividend paid
to stockholders was increased.
"Following the sale of American Tobacco, the new American
Brands would be a consumer powerhouse, with leading market
positions and enhanced long-term growth prospects. Financially,
the sale proceeds could be used for share purchases, debt
reduction, strategic acquisitions or other general corporate
purposes.
"Overall, this transaction, when completed, would remove
potential uncertainty from American Brands while also fostering
competitiveness in the domestic tobacco industry. While The
American Tobacco Company is a viable competitor in the United
States cigarette market, the sale of American Tobacco to B.A.T
Industries, with its Brown & Williamson Tobacco Corporation
subsidiary, would make the combined entity a stronger competitor
against the industry leaders.
"This is an excellent strategic move for American Brands and
its stockholders -- a move that would enable us to focus more
sharply on businesses with powerful market positions and greater
long-term profit growth potential.
"The new American Brands would consist of profitable,
strongly positioned companies that have performed well. This
past year, every business segment that would constitute the new
American Brands achieved an increase in operating company
contribution on a comparable basis.
"Our nontobacco businesses accounted for more than 63% of
consolidated 1993 contribution on a pro forma basis (excluding
American Tobacco), and, collectively, these nontobacco businesses
achieved record contribution, up 11%. The largest, distilled
spirits, accounted for 19% of pro forma contribution and includes
Jim Beam Brands, the number 2 distilled spirits company in the
U.S. and the worldwide leader in bourbon, and Whyte & Mackay, a
worldwide leader in scotch whisky -- number 2 in the U.K. and
number 1 in Scotland. Franklin Life (17% of the total) ranks
among the most profitable life insurance companies in America.
MasterBrand Industries (14% of the total) has leading positions
in hardware and home improvement products. ACCO World (6% of the
total) is the number 1 manufacturer of office supplies in the
world, and Titleist (5% of the total) is the number 1 ball in
golf.
"Our very profitable international tobacco group, Gallaher
Tobacco (37% of the total), is the number 1 tobacco company in
the U.K. with over 40% of that market. Gallaher sells the number
1 and number 2 cigarette brands in the U.K. as well as the number
1 cigar and the number 1 pipe tobacco. Gallaher is also the
number 1 tobacco company in Ireland.
"With respect to our earnings, as anticipated in our year-
end announcement, a number of unusual factors distorted
comparisons in the first quarter. These included the continued
impact on domestic tobacco of sharp price reductions in last
year's third quarter, the impact on Gallaher Tobacco of a change
in timing of the U.K. government budget, extraordinarily high
investment gains last year at Franklin Life, and a significantly
higher effective income tax rate. In addition, distilled spirits
results were affected by a deliberate reduction in U.S. trade
inventories. Thus, the overall first quarter results were not
unexpected. Though we are never pleased with a down quarter, we
were particularly encouraged by the resilience demonstrated by
the team at The American Tobacco Company, which achieved its best
quarterly market share performance in two years.
"Although operating company contribution at American Tobacco
declined 46%, reflecting substantially lower domestic cigarette
prices, American achieved a 13.8% increase in unit sales, with
gains in both premium and price-value brands, as well as
increases in market share for both the quarter (7.20% versus
6.86% a year ago) and the latest 12 months (6.83% versus 6.66%).
With respect to consumer sales, American has achieved period-to-
period increases in seven of the past eight months, totaling two-
thirds of a share point since last July.
"American's price-value brands, which accounted for 54% of
its domestic unit volume, posted a combined increase of 26% in
the quarter. Discount brands rose 34%, with strong performances
by Montclair and Misty, and the deep discount brands were up
12%. American's premium brands achieved a 2% increase, with
volume increases for Carlton, Tareyton and Pall Mall. Overall,
American Tobacco's 13.8% unit sales increase in the quarter
compared with an increase of 8.4% for the industry, though
underlying demand for cigarettes in the U.S. is estimated to be
declining in the range of 3% to 4% annually.
"Contribution for Gallaher Tobacco declined 24%, reflecting
the volume distortions caused by a change in timing of the U.K.
government budget. Not only did last year's first quarter
benefit from buying by the trade in anticipation of higher
cigarette taxes in the traditional March budget, but also, as
noted in our year-end announcement, there was substantial buying
by the trade in November in anticipation of the second budget;
this had the effect of depressing 1994 first quarter volumes by
drawing significant sales into the 1993 fourth quarter. As
expected, the combination of these timing factors created a very
difficult comparison in the 1994 quarter.
"Based on preliminary data, U.K. industrywide consumer sales
declined by 5.2% in the first two months of 1994, and Gallaher's
share approximated 40%, compared with 40.6% achieved in the first
quarter of 1993. However, as a result of the timing changes
noted above, Gallaher's U.K. unit sales to the trade declined 42%
in the quarter; conversely, export volume increased 81%, with
higher shipments to E.C. markets, reflecting the acquisition of
Benson and Hedges in continental Europe, and to the Commonwealth
of Independent States, where Gallaher anticipates some
opportunities for further sales in 1994.
"Contribution more than doubled to a record at U.K.-based
Whyte & Mackay due to the inclusion of Invergordon Distillers;
however, with a 23% decline at Jim Beam Brands, overall distilled
spirits contribution was down 14%. Beam's decline primarily
resulted from changes in the operation of its business and is not
believed to be trend indicative. With a continuing consolidation
of distilled spirits wholesalers and retailers, Beam has
increased its focus on retail point of purchase and encouraged
its wholesale customers to draw down their inventories.
Consequently, the lower profit in the first quarter was due in
significant measure to the planned reduction in trade inventory
levels. Beam has also realigned its sales and marketing
activities to support an expanded retail focus and accelerated
certain expenses traditionally incurred later in the year. In
combination, these unusual factors had an adverse impact on
results in the first quarter. Internationally, Beam's branded
case sales were up 23% from a year ago.
"Whyte & Mackay's contribution and volume were up
substantially as a result of the Invergordon acquisition;
excluding Invergordon, volumes would have been lower, reflecting
aggressive competition with increased promotional and pricing
activity. Nevertheless, Vladivar, the number 2 U.K. vodka,
registered solid volume increases, both in the U.K. and
worldwide.
"The Franklin Life Insurance Company had record revenues in
the quarter, and contribution excluding investment gains was up
9%. However, reported contribution (which includes investment
gains) declined 25%. Franklin realized $18 million in investment
gains in last year's quarter; the current quarter includes $13
million of held-to-maturity investment gains, offset by $11
million of trading securities losses, which are now reported as a
result of adopting FAS 115, effective January 1, 1994. FAS 115
requires that Franklin's trading securities portfolio be "marked
to market," with the changes included in income each quarter. To
the future, FAS 115 may add volatility to income, reflecting
market fluctuations.
"Our long-term growth businesses -- hardware and home
improvement products and office products -- both performed well.
"The MasterBrand hardware and home improvement group
achieved record revenues, and contribution rose 9% to a record.
All four companies in the group posted increases in contribution.
Moen, which accounts for more than half of MasterBrand's revenues
and contribution, had the best quarter in its history, achieving
solid double digit gains in revenues and contribution. This
excellent performance benefited from successful new marketing
programs and strong acceptance of new faucet lines introduced in
1993 as well as the robust housing/remodeling market and better
operating productivity. Aristokraft continued to solidify its
number 2 position in the kitchen and bath cabinet market with
record revenues and contribution, and Master Lock achieved record
revenues, bolstered by growing acceptance of its door lock line.
"The ACCO World office products group continued to show good
progress. Contribution was up 5%, but on a comparable basis,
results would have been up more than 15%. With substantial
wholesaler inventory reductions in the U.S. and U.K., revenues
were up only 2%. ACCO is benefiting from ongoing productivity
improvements, customer service enhancements and successful new
products, and it has continued to gain share in its principal
markets. As the world leader in its industry, with strong brands
and customer relationships, ACCO has excellent prospects.
"Contribution from specialty businesses was up 10%, led by a
14% increase to a record for the Titleist and Foot-Joy golf
group. Results were led by solid gains for Titleist golf balls
and Foot-Joy golf shoes. Titleist is the number 1 ball in golf,
used by more tournament professionals worldwide than any other
ball, and nine of the top 12 finishers at the 1994 Masters,
including the winner, played Titleist balls.
"The effective income tax rate for the quarter was 41.8%,
compared with 33.1% a year ago. Last year's quarter benefited
from the reversal of tax provisions no longer required; in
addition, this year's rate was affected by the proportionally
greater impact of nondeductible goodwill on a reduced income
before taxes and by the higher U.S. corporate income tax rate.
"Looking ahead, competition remains intense in all markets,
though a combination of unusual factors made comparisons
particularly difficult in the first quarter.
"For The American Tobacco Company, their earnings will
continue to be consolidated in American Brands' overall results
pending consummation of the sale. As a reminder, cigarette
prices were sharply reduced during last year's third quarter, so
comparisons will remain difficult in the second quarter but
should be positive in the second half. American is benefiting
from its restructuring, lower promotional expenses, and a
November 1993 price increase as well as the recent encouraging
sales performance. Thus, we are now hopeful that full year
contribution for American Tobacco will exceed the 1993 result.
"Gallaher Tobacco continues to contend with intense
competition in its markets, though it operates from a powerful
position as the number 1 tobacco company in the U.K. The change
in timing of the U.K. government budget from March to November
will continue to distort profit comparisons; the second quarter
should be solidly positive, though, as previously noted,
attaining profit growth for the full year will be challenging.
"About half our operating company contribution was derived
from our nontobacco businesses. These businesses are generally
performing well, but, as we have been noting, special factors may
affect quarterly comparisons. The unusual factors affecting Jim
Beam Brands' first quarter results were expected, and we believe
they are not indicative of Beam's basic business operations,
though there is likely to be volatility in quarter-to-quarter
comparisons through the year. Nevertheless, in the prevailing
competitive environment, we anticipate that it will be
challenging for Beam to achieve significant profit growth in
1994, and that contribution for Beam and our distilled spirits
core business is likely to approximate last year's level. At
Franklin Life, the underlying insurance operations should
continue to perform well, but investment gains totaled an
exceptionally high $75 million in the last three quarters of
1993, and FAS 115 could add further period-to-period volatility.
"Finally, today's agreement to sell American Tobacco
highlights our ongoing restructuring of American Brands. We will
continue to move decisively to capitalize on opportunities
created by fast-changing market conditions, and our strategy
could include further restructurings, dispositions as well as
acquisitions. If the sale to B.A.T Industries is not
consummated, we will review all our options, which would include
continuing to operate American Tobacco as a subsidiary of
American Brands or some other form of transaction.
"In sum, the strategic agreement reached today extends the
aggressive steps we have been taking to enhance value. Including
the proposed sale, we will have divested operations for a total
of $3.4 billion and made acquisitions totaling nearly $5 billion
over the past 7 years. Following completion, the sale would
further focus American Brands, eliminate potential uncertainty
and improve prospects for long-term profit growth. Most
assuredly, this announcement demonstrates our continued and firm
resolve to aggressively build value for our shareholders.
"Our Company continues to contend with substantial near-term
challenges that, as we noted in our last two quarterly earnings
releases, may well result in unfavorable profit comparisons for
the year 1994. However, today's agreement is a very positive
development for American Brands, and the increase in the dividend
underscores our optimism 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.
American Tobacco's major brands include Carlton, Lucky
Strike, Pall Mall, Tareyton, Montclair, Misty, Riviera, Private
Stock, Prime and Summit.
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 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.
# # #
4/26/94
<PAGE> AMERICAN BRANDS, INC.
(In millions, except per share amounts)
Unaudited
Three Months Ended March 31,
1994 1993 % Change
Revenues
Tobacco Products (1)(2)
International $1,330.3 $1,889.3 (29.6)
Domestic 376.5 407.5 (7.6)
--------- --------- -------
Total Tobacco 1,706.8 2,296.8 (25.7)
Distilled Spirits (1)(3) 240.6 246.6 (2.4)
Life Insurance (4) 247.3 241.9 2.2
Hardware and Home
Improvement Products 289.3 258.8 11.8
Office Products 232.9 228.4 2.0
Specialty Businesses 531.3 465.1 14.2
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Total 3,248.2 3,737.6 (13.1)
========= ========= =======
Operating Company Contribution
Tobacco Products (2)
International 126.2 165.1 (23.6)
Domestic 55.4 102.5 (46.0)
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Total Tobacco 181.6 267.6 (32.1)
Distilled Spirits (3) 38.4 44.9 (14.5)
Life Insurance (4) 40.2 53.9 (25.4)
Hardware and Home
Improvement Products 48.6 44.6 9.0
Office Products 19.4 18.4 5.4
Specialty Businesses 26.8 24.3 10.3
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Total 355.0 453.7 (21.8)
========= ========= =======
Amortization of Intangibles 26.7 22.9 16.6
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Operating Income 328.3 430.8 (23.8)
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Interest and Related Charges 61.4 61.9 (0.8)
Corporate Admin. Expenses 7.7 5.0 54.0
Other (Income) Expenses, Net 2.7 (5.7) 147.4
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Total 71.8 61.2 17.3
Income Before Income Taxes 256.5 369.6 (30.6)
Income Taxes 107.3 122.5 (12.4)
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Income Before Accounting Changes 149.2 247.1 (39.6)
Accounting Changes, Net of Taxes (5) 0.0 (201.0) 100.0
--------- --------- -------
Net Income 149.2 46.1 223.6
========= ========= =======
<PAGE>
Earnings per Common Share
Primary
Income Before Accounting Changes $0.74 $1.22 (39.3)
Accounting Changes, Net of Taxes (5) 0.00 (0.99) 100.0
--------- --------- -------
Net Income $0.74 $0.23 221.7
Fully diluted
Income Before Accounting Changes $0.72 $1.18 (39.0)
Accounting Changes, Net of Taxes (5) 0.00 (0.95) 100.0
--------- --------- -------
Net Income $0.72 $0.23 213.0
Average Common Shares Outstanding 201.8 202.0 (0.1)
(NOTES FOLLOW)
<PAGE>
AMERICAN BRANDS, INC.
NOTES:
(1) Federal and foreign excise taxes included in revenues for the
three months ended March 31 are as follows (in millions):
1994 1993
Tobacco Products
International $1,028.3 $1,461.4
Domestic 96.3 85.0
Distilled Spirits 90.7 105.6
$1,215.3 $1,652.0
(2) On June 30, 1993, The American Tobacco Company acquired from
B.A.T Industries, PLC the Benson and Hedges cigarette trademark
in Europe. Results from the Benson and Hedges trademark are
included in international tobacco from date of acquisition.
(3) 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.
The financial statements for prior periods were not restated
because the effect on net income was immaterial.
(4) 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
net income.
(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. 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.
The initial effects of adopting these statements were recorded
as cumulative changes in accounting principles as follows:
(In millions, except FAS Statements No.
per share amounts) 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
(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)
March 31, December 31,
1994 1993
Assets (Unaudited)
Consumer Products and Corporate
Current Assets
Accounts Receivable, Net $1,558.7 $1,241.6
Inventories 1,864.6 2,043.2
Other Current Assets 381.2 448.3
-------- --------
Total Current Assets 3,804.5 3,733.1
Property, Plant and Equipment, Net 1,454.9 1,472.1
Intangibles Resulting From Business
Acquisitions 3,618.6 3,637.9
Other Assets 397.2 379.4
-------- --------
Total Consumer Products and
Corporate Assets 9,275.2 9,222.5
Life Insurance
Investments 6,057.6 5,808.8
Other Assets 1,117.6 1,307.7
-------- --------
Total Life Insurance Assets 7,175.2 7,116.5
Total Assets $16,450.4 $16,339.0
========= =========
Liabilities and Stockholders' Equity
Consumer Products and Corporate
Current Liabilities
Short-Term Debt $960.1 $1,182.9
Other Current Liabilities 2,375.0 1,974.8
-------- --------
Total Current Liabilities 3,335.1 3,157.7
Long-Term Debt 2,312.4 2,492.4
Other Long-Term Liabilities 658.0 645.0
-------- --------
Total Consumer Products and
Corporate Liabilities 6,305.5 6,295.1
Life Insurance
Policy Reserves and Claims 2,594.1 2,553.4
Investment-Type Contract Deposits 2,766.5 2,732.3
Other Liabilities 467.3 486.8
-------- --------
Total Life Insurance Liabilities 5,827.9 5,772.5
Stockholders' Equity 4,317.0 4,271.4
Total Liabilities and Stockholders' Equity $16,450.4 $16,339.0
========= =========
