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
June 9, 1997 (May 30, 1997)
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Date of Report (Date of earliest event reported)
FORTUNE 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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AMERICAN BRANDS, INC.
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
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On May 30, 1997, Registrant distributed (the "Distribution") American
Depositary Shares ("ADSs") (with each ADS representing four ordinary shares
("Ordinary Shares") of 10 pence each in the capital of Gallaher Group Plc
("Gallaher Group")) and Ordinary Shares, together representing all the
outstanding share capital of Gallaher Group, to the holders of the common
stock, par value $3.125 per share, of Registrant. Gallaher Group was a wholly-
owned subsidiary of Registrant which immediately prior to the Distribution
conducted, through its subsidiaries, the international tobacco business of
Registrant. To allocate the overall debt burden of Registrant at the time of
the Distribution Gallaher Group borrowed and paid to Registrant approximately
$1.25 billion, after taxes, prior to the Distribution.
In connection with the Distribution, on May 8, 1997 Registrant and Gallaher
Group, among others, entered into a Distribution Agreement, Tax Allocation
Agreement, Interim Services Agreement and an Indemnification Agreement. Such
agreements have been filed as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively,
to the Current Report on Form 8-K of Registrant dated May 9, 1997 and are
incorporated herein by reference.
Registrant is not aware of any material relationship between Gallaher Group
and Registrant or any of its affiliates, any director or officer of Registrant
or any associate of any such director or officer that existed at the date of the
Distribution, except that Mr. Thomas C. Hays, Chairman of the Board and Chief
Executive Officer of Registrant, serves as a non-executive director of Gallaher
Group and Mr. Peter M. Wilson, Chairman and Chief Executive of Gallaher Group,
serves as a director of Registrant.
Item 5. Other Events.
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Registrant's press releases dated May 30, 1997 and June 2, 1997 are filed
herewith as Exhibits 20a and 20b, respectively, and are incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma
- ------ Financial Information and Exhibits.
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(b) Pro Forma Financial Information.
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Registrant's Pro Forma Condensed Balance Sheet as of March 31,
1997 is incorporated herein by reference to Exhibit 99 to the
Quarterly Report on Form 10-Q of Registrant dated May 12, 1997.
Registrant's Pro Forma Condensed Statement of Income for the year
ended December 31, 1996 is incorporated herein by reference to
pages 34, 36 and 39-40 of the Proxy Statement for the Annual
Meeting of Stockholders of Registrant held on April 30, 1997.
The information that would be reflected in a pro forma condensed
statement of income for the three months ended March 31, 1997 is
already reflected in Registrant's Condensed Consolidated Statement
of Income for the three months ended March 31, 1997, which
reflects tobacco operations as discontinued operations, and is
incorporated herein by reference to pages 3-9 of the Quarterly
Report on Form 10-Q of Registrant dated May 12, 1997.
(c) Exhibits.
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2.1 Distribution Agreement, dated as of May 8, 1997, among
Registrant, Gallaher Group Limited, Gallaher Limited and
ATIC Group, Inc. is incorporated herein by reference to
Exhibit 99.2 to the Current Report on Form 8-K of Registrant
dated May 9, 1997.
2.2 Tax Allocation Agreement, dated as of May 8, 1997, among
Registrant, Gallaher Group Limited and Gallaher Limited is
incorporated herein by reference to Exhibit 99.3 to the
Current Report on Form 8-K of Registrant dated May 9, 1997.
2.3 Interim Services Agreement, dated as of May 8, 1997, between
Registrant and Gallaher Group Limited is incorporated herein
by reference to Exhibit 99.4 to the Current Report on
Form 8-K of Registrant dated May 9, 1997.
2.4 Indemnification Agreement, dated as of May 8, 1997, among
Registrant, Gallaher Group Limited, Gallaher Limited and
ATIC Group, Inc. is incorporated herein by reference to
Exhibit 99.5 to the Current Report on Form 8-K of Registrant
dated May 9, 1997.
20a. Press release of Registrant dated May 30, 1997.
20b. Press release of Registrant dated June 2, 1997.
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.
FORTUNE 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: June 9, 1997
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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2.1 Distribution Agreement, dated as of
May 8, 1997, among Registrant, Gallaher
Group Limited, Gallaher Limited and ATIC
Group, Inc. is incorporated herein by
reference to Exhibit 99.2 to the Current
Report on Form 8-K of Registrant dated
May 9, 1997.
2.2 Tax Allocation Agreement, dated as of
May 8, 1997, among Registrant,
Gallaher Group Limited and Gallaher Limited
is incorporated herein by reference to
Exhibit 99.3 to the Current Report on
Form 8-K of Registrant dated May 9, 1997.
2.3 Interim Services Agreement, dated as of
May 8, 1997, between Registrant and
Gallaher Group Limited is incorporated herein
by reference to Exhibit 99.4 to the Current
Report on Form 8-K of Registrant dated
May 9, 1997.
2.4 Indemnification Agreement, dated as of
May 8, 1997, among Registrant,
Gallaher Group Limited, Gallaher Limited
and ATIC Group, Inc. is incorporated herein
by reference to Exhibit 99.5 to the Current
Report on Form 8-K of Registrant dated
May 9, 1997.
20a. Press release of Registrant dated
May 30, 1997.
20b. Press release of Registrant dated
June 2, 1997.
Exhibit 20a
FOR IMMEDIATE RELEASE
Media Relations: Investor Relations:
Roger W. W. Baker Daniel A. Conforti
(203) 698-5148 (203) 698-5132
AMERICAN BRANDS ANNOUNCES COMPLETION OF GALLAHER SPIN-OFF
Old Greenwich, CT, May 30, 1997 -- American Brands, Inc. (NYSE-
AMB) today announced that the spin-off of its international
tobacco operations conducted by its wholly-owned subsidiary,
Gallaher Group Plc, to American Brands Common stockholders was
completed.
The Company also announced that the change in its name from
American Brands to Fortune Brands would be effective later today.
The Common stock of Fortune Brands will begin trading on Monday,
June 2, 1997 under the symbol "FO".
Fortune Brands, Inc. is an international consumer products
holding company with headquarters in Old Greenwich, Connecticut.
Its operating companies have powerhouse brands and leading market
positions. Home and office products consist of hardware and home
improvement brands -- including Moen faucets, Master locks and
Aristokraft cabinets sold by units of MasterBrand Industries --
and office products brands -- including ACCO World Corporation's
Day-Timer and Swingline. Acushnet Company's golf brands include
Titleist, Cobra, Pinnacle and Foot-Joy. Major distilled spirits
brands sold by units of JBB Worldwide, Inc. include Jim Beam and
the Small Batch Bourbons, DeKuyper cordials, After Shock liqueur
and Whyte & Mackay Scotch.
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Exhibit 20b
News Release
Media Relations: Investor Relations:
Roger W. W. Baker Daniel A. Conforti
(203) 698-5148 (203) 698-5132
FORTUNE BRANDS LAUNCHES NYSE TRADING
Old Greenwich, CT, June 2, 1997 -- Fortune Brands, Inc. (NYSE-FO) launched
trading on the New York Stock Exchange this morning. Chairman and Chief
Executive Officer Thomas C. Hays rang the opening bell, as NYSE Chairman
and Chief Executive Officer Richard A. Grasso connected with a solid drive
of the opening mallet, using a Cobra driver.
Following the spin-off last Friday of its wholly-owned subsidiary
Gallaher Group Plc, American Brands changed its name to Fortune Brands.
Today was the first day of trading with the new name and new symbol ("FO").
"Fortune Brands is a company of premier consumer brands," noted Hays,
"and we have a determination to achieve superior long-term earnings growth.
"We have a lineup of great consumer franchises, including 12 brands
that each generate over $100 million in sales, and our brands are well
positioned for growth. About 80% percent of our sales come from brands
with number 1 or 2 positions, giving us leading shares. International
business already represents nearly 30% of sales and more than 20% of
profits, and it is growing faster than the domestic business. To further
enhance growth, we've stepped up brand investment, and a quarter of sales
are being generated by new products introduced in just the past three
years. These fundamentals give us strong optimism about the future."
Fortune Brands, Inc. is an international consumer products company
with headquarters in Old Greenwich, Connecticut. Its operating companies
have powerhouse brands and leading market positions. Home and office
products consist of hardware and home improvement brands -- including Moen
faucets, Master locks and Aristokraft cabinets sold by units of MasterBrand
Industries -- and office products brands -- including ACCO World
Corporation's Day-Timer and Swingline. Acushnet Company's golf brands
include Titleist, Cobra, Pinnacle and Foot-Joy. Major distilled spirits
brands sold by units of JBB Worldwide, Inc. include Jim Beam and the Small
Batch Bourbons, DeKuyper cordials, After Shock liqueur and Whyte & Mackay
Scotch.
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VIDEO/PHOTOS AVAILABLE:
Video footage of the New York Stock Exchange events -- plus Fortune Brands
B-roll -- will be fed from 2:30 - 2:45 p.m. (ET) and can be accessed
through Galaxy C4, Transponder 10, NR Loop #102362 and Waterfront #1630.
Photos will be provided to Associated Press, New York City.
