This Supplement relates to Registration No. 33-58865
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 27, 1995. Securities Act of 1933, as amended.
1996 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
American Brands, Inc.
By Certain Selling Stockholders
This Supplement dated April 30, 1996 to the Prospectus dated April 27, 1995
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 received the April 27, 1995 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 30, 1996.
2. Information Regarding Selling Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 3,841,638 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 15, 1996.
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 15, 1996 (except, as stated in Note (c) 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
15, 1996 of options granted by the Company, plus the number (if any) of shares
of Common Stock held on December 31, 1995 by the Trustee of the Defined
Contribution Plan of American Brands, Inc. and Participating Operating Companies
(the "Defined Contribution Plan") 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
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, 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 15, 1996 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 15, 1996. The information as to
security holdings is based on information received by
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<PAGE>
the Company from the Selling Stockholders, from the Compensation and Stock
Option Committee and the Corporate Employee Benefits Committee of the Company,
and from the Trustee, 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) (b)(d)(e) (a)(c)
------------------- ----------------------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
William J. Alley................. Director 942,483 941,395 1,088
Dudley L. Bauerlein, Jr.......... Senior Vice President and 124,533 143,568 12,110
Chief Financial Officer
Francis J. Bianca................ Vice President--Taxes 91,512 105,258 4,799
Louis F. Fernous, Jr............. Vice President and 95,134 105,212 8,467
Secretary
Joseph J. Griffin................ Vice President and 99,671 118,850 1,316
Controller
Mark Hausberg.................... Vice President and 20,349 32,400 349
Treasurer
Thomas C. Hays................... Director; Chairman of the 598,473 712,189 29,212
Board and Chief
Executive Officer
Gilbert L. Klemann, II........... Senior Vice President and 142,855 185,461 2,092
General Counsel
John T. Ludes.................... Director; President 270,682 339,526 3,083
and Chief Operating
Officer
Charles H. McGill................ Senior Vice President-- 15,000 39,350 0
Corporate Development
Steven C. Mendenhall............. Senior Vice President and 125,841 154,115 4,188
Chief Administrative
Officer
Craig P. Omtvedt................. Vice President--Deputy 30,124 41,100 1,424
Controller and Chief
Internal Auditor
Robert L. Plancher............... Senior Vice President and 293,832 328,483 5,232
Chief Accounting Officer
</TABLE>
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<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) (b)(d)(e) (a)(c)
------------------- ----------------------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Mark A. Roche.................... Vice President and 72,418 86,950 3,918
Associate General
Counsel
Robert J. Rukeyser............... Senior Vice President-- 250,218 282,893 6,687
Corporate Affairs
Peter M. Wilson.................. Director; Chairman and 178,890 224,888 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, except for Mr. Hausberg, who
was Treasurer of the Company from January 1, 1995 through December 31, 1995 and
has been Vice President and Treasurer of the Company since January 1, 1996; Mr.
McGill, who was Vice President--Corporate Development of the Company from
February 24, 1995 through December 31, 1995 and has been Senior Vice
President--Corporate Development of the Company since January 1, 1996; Mr.
Omtvedt, who has been Vice President--Deputy Controller and Chief Internal
Auditor of the Company since January 1, 1996; and Mr. Roche, who has been Vice
President and Associate General Counsel of the Company since January 1, 1996.
(a) The numbers of shares attributable to Company contributions under the
Defined Contribution Plan included in the numbers shown in Columns (1) and (3)
are as follows: William J. Alley, 656; Dudley L. Bauerlein, Jr., 10,618; Francis
J. Bianca, 4,799; Louis F. Fernous, Jr., 8,467; Joseph J. Griffin, 1,316; Mark
Hausberg, 349; Thomas C. Hays, 2,157; Gilbert L. Klemann, II, 1,689; John T.
Ludes, 2,652; Steven C. Mendenhall, 2,295; Craig P. Omtvedt, 1,424; Robert L.
Plancher, 1,210; Mark A. Roche, 2,656; Robert J. Rukeyser, 5,551. 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: Dudley L. Bauerlein,
Jr., 1,492; Thomas C. Hays, 6,220; Gilbert L. Klemann, II, 401; John T. Ludes,
431; Steven C. Mendenhall, 1,893; Robert L. Plancher, 22; Mark A. Roche, 1,262;
Robert J. Rukeyser, 736.
(b) The numbers of shares of which the Selling Stockholders had the right
to acquire beneficial ownership pursuant to the exercise on or before April 15,
1996 of options granted by the Company included in the numbers shown above are
as follows: William J. Alley, 819,850; Dudley L. Bauerlein, Jr., 100,260;
Francis J. Bianca, 72,300; Louis F. Fernous, Jr., 74,300; Joseph J. Griffin,
71,340; Mark Hausberg, 19,000; Thomas C. Hays, 499,650; Gilbert L. Klemann, II,
134,650; John T. Ludes, 229,950; Charles H. McGill, 15,000; Steven C.
Mendenhall, 117,500; Craig P. Omtvedt, 28,700; Robert L. Plancher, 234,350; Mark
A. Roche, 67,500; Robert J. Rukeyser 218,350; and Peter M. Wilson, 172,600.
Inclusion of such shares does not constitute an admission by any Selling
Stockholder that he is the beneficial owner of such shares.
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<PAGE>
(c) 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 except as follows: Mr. Hays shares voting and investment power as
a co-trustee of various family trusts with respect to 5,107 shares and with
respect to which he disclaims beneficial ownership and Mr. Hays has no voting
and investment power with respect to 4,000 shares held in trust for the benefit
of his wife and with respect to which he disclaims beneficial ownership. The
Trustee of the Defined Contribution Plan has agreed to vote the shares it holds
in the Trust in accordance with instructions received from members of the Plan
and shares as to which instructions are not received are voted by the Trustee
proportionally in the same manner as shares as to which it has received
instructions.
(d) The numbers shown in Column (2) include performance award shares vested
under the 1990 Plan with respect to the performance period 1993 through 1995.
The number of shares of Common Stock so covered are as follows: Dudley L.
Bauerlein, Jr., 1,630; Francis J. Bianca, 887; Louis F. Fernous, Jr., 887;
Joseph J. Griffin, 887; Thomas C. Hays, 8,160; Gilbert L. Klemann, II, 3,265;
John T. Ludes, 3,265; Steven C. Mendenhall, 2,450; Robert L. Plancher, 3,265;
Robert J. Rukeyser, 3,265; and Peter M. Wilson, 3,650.
(e) The numbers of shares 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 the performance periods 1994-1996,
1995-1997 and 1996-1998. The number of shares of Common Stock so covered are as
follows: Dudley L. Bauerlein, Jr., 11,145; Francis J. Bianca, 7,545; Louis F.
Fernous, Jr., 7,545; Joseph J. Griffin, 7,995; Mark Hausberg, 2,400; Thomas C.
Hays, 53,640; Gilbert L. Klemann, II, 16,598; John T. Ludes, 25,598; Charles H.
McGill, 6,450; Steven C. Mendenhall, 12,675; Craig P. Omtvedt, 2,400; Robert L.
Plancher, 15,998; Mark A. Roche, 3,450; Robert J. Rukeyser, 15,848; and Peter M.
Wilson, 18,225. Inclusion of such shares does not constitute an admission by any
Selling Stockholder that he is the beneficial owner of such shares.
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, 1996 was
$41.625.
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, 1995, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's 1995 Annual Report to Stockholders, and see also its
Proxy Statement for the Annual Meeting of Stockholders to be held on May 1,
1996, and its Current Reports on Form 8-K dated January 18, 1996, January 22,
1996, January 29, 1996 and April 22, 1996. Each of the foregoing is on file with
the Securities and Exchange Commission.
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