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
January 18, 1996 (January 17, 1996)
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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 January 17, 1996 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 January 17, 1996.
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 Robert L. Plancher
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Robert L. Plancher
Senior Vice President and
Chief Accounting Officer
Date: January 18, 1996
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press release of Registrant dated January 17, 1996.
EXHIBIT 20
FOR IMMEDIATE RELEASE
Media Relations: Investor Relations:
Roger W. W. Baker Daniel A. Conforti
(203) 698-5148 (203) 698-5132
AMERICAN BRANDS TO REDEEM 7-5/8% EURODOLLAR CONVERTIBLE
DEBENTURES DUE 2001 AND 9-1/8% DEBENTURES DUE 2016
-- REDUCING FULLY DILUTED SHARES BY 2.8 MILLION
Old Greenwich, CT, January 17, 1996 -- American Brands, Inc. (NYSE-AMB),
announced today that it will redeem its 7-5/8% Eurodollar Convertible Debentures
Due 2001 and its 9-1/8% Debentures Due 2016. The Company expects that ongoing
interest expense will be reduced and the redemption of the 7-5/8% Eurodollar
Convertible Debentures will reduce the number of fully diluted shares by 2.8
million. In connection with the redemptions, the Company will record an
"extraordinary items" charge of approximately $10 million, or 6 cents per Common
share, in the first quarter of 1996.
7-5/8% Eurodollar Convertible Debentures Due 2001
The Company will redeem on March 5, 1996 all of its $150,000,000 7-5/8%
Eurodollar Convertible Debentures Due 2001 at a redemption price of 103.8125% of
the principal amount plus accrued interest. Notice of such redemption will be
published in London and Luxembourg on or before February 1, 1996. The debentures
will no longer be outstanding after the redemption date and interest on the
debentures will cease to accrue from and after March 5, 1996. The right of
holders of the 7-5/8% Eurodollar Convertible Debentures Due 2001 to convert
their debentures into Common stock of the Company at a price of $53.19 per share
will terminate at the close of business on the redemption date.
9-1/8% Debentures Due 2016
The Company will redeem on March 1, 1996 all of its $150,000,000 9-1/8%
Debentures Due 2016 at a redemption price of 104.4375% of the principal amount
plus accrued interest. The Chase Manhattan Bank (National Association), the
redemption agent, will mail by January 30 a Notice of Redemption regarding the
debentures to holders of record. The debentures will no longer be outstanding
after the redemption date and interest on the debentures will cease to accrue
from and after March 1, 1996.
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Headquartered in Old Greenwich, Connecticut, American Brands is an
international consumer products holding company. Its operating companies have
powerhouse brands and leading market positions. Major distilled spirits brands
sold by Jim Beam Brands Co. include Jim Beam and Old Grand-Dad bourbons and
DeKuyper cordials. MasterBrand Industries, Inc.'s leading hardware and home
improvement brands include Moen faucets, Master locks and Aristokraft cabinets.
ACCO World Corporation's major office product brands include Day-Timer and
Swingline. Acushnet Company's golf brands include Titleist, Pinnacle and
Foot-Joy. Gallaher Limited sells tobacco products, principally in Europe, where
its major brands include Benson and Hedges and Silk Cut.
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