AMERICAN BRANDS INC /DE/
8-K, 1996-10-16
CIGARETTES
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                                  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




                        October 16, 1996 (October 15, 1996)
   ---------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)



                              AMERICAN BRANDS, INC.
   ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Delaware                  1-9076                  13-3295276
  ---------------------------------------------------------------------------
  (State or other jurisdiction    (Commission              (IRS Employer
       of incorporation)          File Number)           Identification No.)



         l700 East Putnam Avenue, Old Greenwich, Connecticut    06870-0811
   ---------------------------------------------------------------------------
               (Address of principal executive offices)         (Zip Code)



Registrant's telephone number, including area code      (203) 698-5000
                                                     ----------------------


<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT




Item 5.  Other Events.
- ------   ------------

     Registrant's press release dated October 15, 1996 is filed herewith as
Exhibit 20 and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.
- ------   ---------------------------------

         (c)  Exhibits.
              --------

              20.  Press release of Registrant dated October 15, 1996.






                                    SIGNATURE
                                    ---------


     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.
                                             ---------------------
                                                  (Registrant)


                                            By     Gilbert L. Klemann, II
                                               --------------------------------
                                               Gilbert L. Klemann, II
                                               Senior Vice President 
                                                  and General Counsel
                                                 

Date:  October 16, 1996


<PAGE>



                                  EXHIBIT INDEX



                                                              Sequentially
Exhibit                                                       Numbered Page
- -------                                                       -------------


  20.  Press release of Registrant dated
       October 15, 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
               7-3/4% EURODOLLAR CONVERTIBLE DEBENTURES DUE 2002,
          5-3/8% EURODOLLAR CONVERTIBLE DEBENTURES DUE 2003
        AND 5-3/4% EURODOLLAR CONVERTIBLE DEBENTURES DUE 2005


  Old Greenwich, CT, October 15, 1996 -- American Brands, Inc.

  (NYSE-AMB) announced today that it will redeem its 7-3/4%

  Eurodollar Convertible Debentures Due 2002, its 5-3/8% Eurodollar

  Convertible Debentures Due 2003 and its 5-3/4% Eurodollar

  Convertible Debentures Due 2005.  The aggregate principal amount

  currently outstanding of these debentures is less than $20

  million and total shares issuable upon conversion are less than

  600,000.  The costs related to the redemption of these debentures

  will be immaterial.



          7-3/4% Eurodollar Convertible Debentures Due 2002



  The Company will redeem on December 12, 1996 all of its

  outstanding 7-3/4% Eurodollar Convertible Debentures Due 2002 at

  a redemption price of 100.775% of the principal amount plus

  accrued interest.  The right of holders of the 7-3/4% Eurodollar

  Convertible Debentures Due 2002 to convert their debentures into

  Common Stock of the Company at a price of U.S. $28.35 per share

  will terminate at the close of business on December 12, 1996.



          5-3/8% Eurodollar Convertible Debentures Due 2003



  The Company will redeem on December 12, 1996 all of its

  outstanding 5-3/8% Eurodollar Convertible Debentures Due 2003 at

  a redemption price of 100% of the principal amount plus accrued

  interest.  The right of holders of the 5-3/8% Eurodollar

  Convertible Debentures Due 2003 to convert their debentures into

  Common Stock of the Company at a price of U.S. $29.00 per share

  will terminate at the close of business on December 12, 1996.



          5-3/4% Eurodollar Convertible Debentures Due 2005



  The Company will redeem on December 12, 1996 all of its

  outstanding 5-3/4% Eurodollar Convertible Debentures Due 2005 at

  a redemption price of 100% of the principal amount plus accrued

  interest.  The right of holders of the 5-3/4% Eurodollar

  Convertible Debentures Due 2005 to convert their debentures into

  Common Stock of the Company at a price of U.S. $39.50 per share

  will terminate at the close of business on December 12, 1996.

  Notices of the respective redemptions will be published in London

  and Luxembourg (and mailed to registered holders of the 7-3/4%

  Eurodollar Convertible Debentures Due 2002) on or about October

  22, 1996.  The debentures will no longer be outstanding after

  December 12, 1996 and interest on the debentures will cease to

  accrue on and after December 12, 1996.



                               * * * *



       American Brands is an international consumer products

  holding company with headquarters in Old Greenwich, Connecticut.

  Its operating companies have powerhouse brands and leading market

  positions.  Major distilled spirits brands sold by units of JBB

  Worldwide, Inc. include Jim Beam and Old Grand-Dad bourbons,

  DeKuyper cordials and Whyte & Mackay Scotch.  MasterBrand

  Industries has leading hardware and home improvement brands

  including 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, Cobra, Pinnacle and Foot-Joy.  Gallaher Limited sells

  tobacco products internationally, principally in Europe, where

  its major brands include Benson and Hedges and Silk Cut.  Plans

  to spin off Gallaher were announced on October 8, 1996.



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