This Supplement relates to Registration No. 33-58865
the Prospectus for offers This filing is made pursuant to
and sales of Common Stock Rules 424(b)(3) and (c) under the
dated April 27, 1995. Securities Act of 1933, as amended.
1997 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
American Brands, Inc.
By Certain Selling Stockholders
This Supplement dated April 28, 1997 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 28, 1997.
2. Information Regarding Selling Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 2,488,196 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 1986 Plan and the 1990 Plan, held by the
Selling Stockholders as of February 13, 1997.
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 13, 1997 (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
14, 1997 of options granted by the Company, plus the number (if any) of shares
of Common Stock held on December 31, 1996 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 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 13, 1997 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 13, 1997. The information as to security holdings is
based on information received by the Company from the Selling Stockholders, from
the
<PAGE>
Compensation and Stock Option Committee and the Corporate Employee Benefits
Committee of the Company, and from the Trustee, and has been adjusted to reflect
a two-for-one stock split in the form of a 100% stock dividend, at a rate of one
additional share of Common Stock for each share of Common Stock issued,
effective at the close of business on October 9, 1990. 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) (b)(d)(e) (a)(c)
------------------- ----------------------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Dudley L. Bauerlein, Jr.......... Senior Vice President and 142,009 161,603 13,756
Chief Financial
Officer
Louis F. Fernous, Jr............. Vice President and 92,351 107,308 3,693
Secretary
Joseph J. Griffin................ Vice President and 88,559 92,513 1,596
Assistant to the
Chairman
Mark Hausberg.................... Vice President and 29,876 43,800 876
Treasurer
Thomas C. Hays................... Director; Chairman of the 615,305 741,296 30,309
Board and Chief
Executive Officer
Gilbert L. Klemann, II........... Senior Vice President and 171,896 215,840 2,456
General Counsel
John T. Ludes.................... Director; President 310,939 389,835 3,504
and Chief
Operating Officer
Charles H. McGill................ Senior Vice President-- 33,224 61,450 324
Corporate
Development
Steven C. Mendenhall............. Senior Vice President and 147,405 178,014 4,641
Chief
Administrative
Officer
Craig P. Omtvedt................. Vice President and 40,457 59,550 1,757
Chief Accounting
Officer
Mark A. Roche.................... Vice President and 81,728 99,200 4,428
Associate General
Counsel
</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) (b)(d)(e) (a)(c)
------------------- ----------------------------- ------------- ----------- ----------
<S> <C> <C> <C> <C>
Robert J. Rukeyser............... Senior Vice President-- 260,462 294,897 7,365
Corporate Affairs
Peter M. Wilson.................. Director; Chairman and 140 42,890 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 was Vice President--Deputy Controller and Chief Internal Auditor of
the Company from January 1, 1996 through December 31, 1996 and has been Vice
President and Chief Accounting Officer since January 1, 1997; 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: Dudley L. Bauerlein, Jr., 11,996; Louis F. Fernous, Jr., 3,370;
Joseph J. Griffin, 1,516; Mark Hausberg, 476; Thomas C. Hays, 2,511; Gilbert L.
Klemann, II, 1,958; John T. Ludes, 3,027; Charles H. McGill, 108; Steven C.
Mendenhall, 2,544; Craig P. Omtvedt, 964; Mark A. Roche, 3,101; Robert J.
Rukeyser, 6,149. 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., 1,760; Thomas C. Hays, 6,963;
Gilbert L. Klemann, II, 496; John T. Ludes, 477; Charles H. McGill, 216; Steven
C. Mendenhall, 2,097; Craig P. Omtvedt, 793; Mark A. Roche, 1,327; Robert J.
Rukeyser, 816.
(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 14,
1997 of options granted by the Company included in the numbers shown above are
as follows: Dudley L. Bauerlein, Jr., 113,610; Louis F. Fernous, Jr., 73,300;
Joseph J. Griffin, 77,600; Mark Hausberg, 27,400; Thomas C. Hays, 499,600;
Gilbert L. Klemann, II, 162,750; John T. Ludes, 264,410; Charles H. McGill,
32,900; Steven C. Mendenhall, 138,400; Craig P. Omtvedt, 38,700; Mark A. Roche,
75,650; and Robert J. Rukeyser, 219,650. Inclusion of such shares does not
constitute an admission by any Selling Stockholder that he is the beneficial
owner of such shares.
3
<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 1994 through
1996. The number of shares of Common Stock so covered are as follows: Dudley L.
Bauerlein, Jr., 962; Louis F. Fernous, Jr., 897; Joseph J. Griffin, 887; Thomas
C. Hays, 4,443; Gilbert L. Klemann, II, 1,777; John T. Ludes, 1,777; and Steven
C. Mendenhall, 1,324.
(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 1995-1997,
1996-1998 and 1997-1999. The number of shares of Common Stock so covered are as
follows: Dudley L. Bauerlein, Jr., 13,350; Louis F. Fernous, Jr., 7,650; Joseph
J. Griffin, 5,550; Mark Hausberg, 4,800; Thomas C. Hays, 63,300; Gilbert L.
Klemann, II, 18,300; John T. Ludes, 32,400; Charles H. McGill, 10,650; Steven C.
Mendenhall, 13,950; Craig P. Omtvedt, 5,850; Mark A. Roche, 6,900; Robert J.
Rukeyser, 16,800; and Peter M. Wilson, 12,750. 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 25, 1997 was
$52.625.
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, 1996, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's 1996 Annual Report to Stockholders, and see also its
Proxy Statement for the Annual Meeting of Stockholders to be held on April 30,
1997, and its Current Reports on Form 8-K dated January 24, 1997 and April 23,
1997. Each of the foregoing is on file with the Securities and Exchange
Commission.
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