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 29, 1995 (September 28, 1995)
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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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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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Registrant's press release dated September 28, 1995 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 September 28, 1995.
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 29, 1995
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press release of Registrant dated
September 28, 1995.
EXHIBIT 20
FOR IMMEDIATE RELEASE
Contact: Roger W. W. Baker
(203) 698-5148
Daniel A. Conforti
(203) 698-5132
AMERICAN BRANDS COMPLETES 20 MILLION SHARE REPURCHASE; INTENDS TO
REPURCHASE ADDITIONAL 5 MILLION SHARES IN 1995; REAFFIRMS STRONG OUTLOOK
Old Greenwich, CT, September 28, 1995 -- American Brands, Inc. (NYSE-AMB)
announced today at an investment conference in Baltimore that, as part of its
massive restructuring, it completed last week a 20 million share repurchase
program. The 20 million share repurchase was authorized in connection with the
December 1994 disposition of The American Tobacco Company and the January 1995
disposition of Franklin Life. Altogether, American Brands has sold businesses
over the past nine months that accounted for 40% of operating income just three
years ago.
Noting that the Company has an additional five million share repurchase
authorization, American Brands Chairman and Chief Executive Officer Thomas C.
Hays said: "Subject to market conditions, we intend to repurchase those shares
as well this year. So by year-end, we may well have repurchased a total of 25
million shares."
This past April, a $200 million convertible issue was retired,
effectively reducing fully diluted shares by a further five million shares. "So,
altogether," Mr. Hays added, "we could reduce fully diluted shares by as much as
30 million, or 14%, this year."
Mr. Hays noted that the Company has now disposed of its U.K.-based
retail operations and its other specialty businesses. With the completion of
these dispositions, 'ongoing operations,' which previously excluded The American
Tobacco Company, has been restated to also exclude these other operations.
Commenting on the earnings outlook at the Legg Mason Value Conference,
Mr. Hays said: "Prospects for the full year are excellent, and we expect a
particularly strong E.P.S. comparison in the current quarter, in spite of
continued softness for our MasterBrand hardware and home improvement brands. For
the year, we now anticipate that earnings per share will exceed last year's
restated $2.37 (fully diluted) from ongoing operations by more than 17%."
* * * * *
Headquartered in Old Greenwich, Connecticut, American Brands is a
focused international consumer products company with powerhouse brands and
leading market positions in distilled spirits, hardware and home improvement
products, office products, golf and leisure products, and international tobacco.
Major brands include Jim Beam and Old Grand-Dad bourbons, DeKuyper
cordials, Titleist, Pinnacle and Foot-Joy golf products, Moen faucets, Master
locks, Aristokraft cabinets, ACCO office products including Day-Timer and
Swingline, and Benson and Hedges and Silk Cut cigarettes.
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