Registration No. 33-45869
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN BRANDS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3295276
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
(Address of principal executive offices) (Zip Code)
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PROFIT-SHARING PLAN
OF
THE AMERICAN TOBACCO COMPANY
(Full title of the plan)
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LOUIS F. FERNOUS, JR. Copy to:
Vice President and Secretary EDWARD P. SMITH, Esq.
AMERICAN BRANDS, INC. CHADBOURNE & PARKE
1700 East Putnam Avenue 30 Rockefeller Plaza
Old Greenwich, Connecticut 06870-0811 New York, New York, 10112
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (203) 698-5000
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Withdrawing Securities from Registration and Adding Exhibit
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<PAGE>
WITHDRAWAL OF SECURITIES FROM REGISTRATION
Registrant by this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 33-45869) withdraws from
registration under the Securities Act of 1933, as amended, the following
securities: (i) unused eligible employee deposits and issuer contributions,
(ii) shares of the Common Stock, par value $3.125 per share ("Common
Stock"), of Registrant and (iii) Preferred Share Purchase Rights attached
to such Common Stock that could have been issued under the Profit-Sharing
Plan of The American Tobacco Company (the "Plan") and that were not so
issued as of the termination of the offering of such shares of Common
Stock, Preferred Share Purchase Rights and interests in the Plan on
December 22, 1994.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Exhibits.
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24. Powers of Attorney authorizing certain persons to sign
Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 of the Profit-Sharing Plan of The
American Tobacco Company (Registration No. 33-45869)
and any and all amendments and supplements thereto, on
behalf of certain directors and officers of Registrant
filed with the Post-Effective Amendment No. 1 to the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Old Greenwich, and the State of Connecticut, on this 22nd day of December,
1994.
AMERICAN BRANDS, INC.
By A. Henson
A. Henson
Executive Vice President and
Date: December 22, 1994 Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities indicated on
this 22nd day of December, 1994.
Signature Title
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William J. Alley* Chairman of the Board and
(William J. Alley) Chief Executive Officer
(principal executive officer)
and Director
T.C. Hays* President and Chief Operating
(T.C. Hays) Officer and Director
A. Henson Executive Vice President and
(A. Henson) Chief Financial Officer
(principal financial officer)
and Director
R.L. Plancher* Senior Vice President and
(R.L. Plancher) Chief Accounting Officer
(principal accounting officer)
Howard C. Humphrey* Vice President - Life Insurance
(Howard C. Humphrey) and Director
Eugene R. Anderson* Director
(Eugene R. Anderson)
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Signature Title
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Patricia O. Ewers* Director
(Patricia O. Ewers)
John W. Johnstone, Jr.* Director
(John W. Johnstone, Jr.)
Wendell J. Kelley* Director
(Wendell J. Kelley)
Sidney Kirschner* Director
(Sidney Kirschner)
Gordon R. Lohman* Director
(Gordon R. Lohman)
Charles H. Pistor, Jr.* Director
(Charles H. Pistor, Jr.)
Peter M. Wilson* Director
(Peter M. Wilson)
*By A. Robert Colby
(A. Robert Colby,
Attorney-in-Fact)
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Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Chester, and the State of
Virginia, on this 22nd day of December, 1994.
PROFIT-SHARING PLAN OF
THE AMERICAN TOBACCO COMPANY
By David C. Riggan
(David C. Riggan, Chairman
Retirement and Profit-Sharing Plan
Committee)
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EXHIBIT INDEX
Exhibit Page
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24. Powers of Attorney authorizing certain
persons to sign Post-Effective Amendment
No. 1 to the Registration Statement on
Form S-8 of the Profit-Sharing Plan of
The American Tobacco Company
(Registration No. 33-45869) and any and
all amendments and supplements thereto,
on behalf of certain directors and
officers of Registrant filed with the
Post-Effective Amendment No. 1 to the
Registration Statement.
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, acting in the capacity or capacities with
respect to American Brands, Inc. stated with their respective names below,
hereby constitute and appoint GILBERT L. KLEMANN, II, EDWARD P. SMITH and
A. ROBERT COLBY, and each of them severally, the attorneys-in-fact of the
undersigned with full power to them and each of them to sign for and in the
name of the undersigned in the capacities indicated below (a) the
Registration Statement on Form S-8 of the American Brands, Inc. 1990
Long-Term Incentive Plan, (b) Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 of the Profit-Sharing Plan of The
American Tobacco Company (Registration No. 33-45869) and (c) any and all
amendments and supplements thereto:
Signature Title Date
William J. Alley
- ---------------------- Chairman of the Board September 27, 1994
William J. Alley and Chief Executive
Officer (principal
executive officer) and
Director
T.C. Hays
- ---------------------- President and Chief September 26, 1994
T.C. Hays Operating Officer and
Director
A. Henson
- ---------------------- Executive Vice September 27, 1994
A. Henson President and Chief
Financial Officer
(principal financial
officer) and Director
R.L. Plancher
- ---------------------- Senior Vice President September 27, 1994
R.L. Plancher and Chief Accounting
Officer (principal
accounting officer)
Howard C. Humphrey
- ---------------------- Vice President - Life September 27, 1994
Howard C. Humphrey Insurance and Director
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Eugene R. Anderson
- ---------------------- Director September 26, 1994
Eugene R. Anderson
Patricia O. Ewers
- ---------------------- Director September 27, 1994
Patricia O. Ewers
John W. Johnstone, Jr.
- ---------------------- Director September 26, 1994
John W. Johnstone, Jr.
Wendell J. Kelley
- ---------------------- Director September 26, 1994
Wendell J. Kelley
Sidney Kirschner
- ---------------------- Director September 27, 1994
Sidney Kirschner
Gordon R. Lohman
- ---------------------- Director September 26, 1994
Gordon R. Lohman
Charles H. Pistor, Jr.
- ---------------------- Director September 26, 1994
Charles H. Pistor, Jr.
Peter M. Wilson
- ---------------------- Director September 26, 1994
Peter M. Wilson
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