This Supplement relates to Registration Nos. 333-51173,
the Prospectus for offers 33-58865 and 33-64071.
and sales of Common Stock This filing is made pursuant
dated April 28, 1998. to Rule 424(b)(3) and (c)
under the Securities Act of
1933, as amended.
1999 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
Fortune Brands, Inc.
By Certain Selling Stockholders
This Supplement dated April 26, 1999 to the Prospectus dated April 28,
1998 relating to offers and sales of Award Shares and DCP Shares by certain
Selling Stockholders of Fortune 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
Supplement should be kept with the Prospectus in the Selling Stockholder's
important papers. Selling Stockholders who received the April 28, 1998
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, Fortune 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 26, 1999.
2. Information Regarding Selling Stockholders and Award Shares and DCP
Shares Covered by the Prospectus. The Prospectus covers 4,640,824 Award Shares
that have been or may be acquired upon exercise of incentive stock options or
nonqualified stock options granted pursuant to the Employee Plans and the
Director Plan, or upon exercise of stock appreciation rights granted under the
Employee 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, and held by the Selling Stockholders as of
February 11, 1999 and 50,773 DCP Shares that have been or may be acquired
pursuant to the Defined Contribution Plan, and held on December 31, 1998 by the
Trustee of the Defined Contribution Plan.
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 11, 1999 (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 12, 1999 of options granted by the Company, plus the number (if
any) of shares of Common Stock held on December 31, 1998 by the Trustee of 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 "DCP Shares", the number (if any) of shares of Common
Stock held on December 31, 1998 by the Trustee of the Defined Contribution Plan
that is equivalent as of that date to the Selling Stockholder's undivided
proportionate beneficial interest in all such shares and offered by the
Prospectus; (3) 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 11, 1999 and offered by the
Prospectus;
<PAGE>
and (4) under the heading "Shares of Common Stock to be owned after 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 11, 1999. Certain options granted pursuant to the
Employee Plans and the Director Plan may be transferred to a member of a Selling
Stockholder's immediate family or to a trust for the benefit of such immediate
family members. The names of such transferees and the number of Award Shares
that may be offered by them under this prospectus will be included in a
supplement when such information becomes known. The information as to security
holdings is based on information received by the Company from the Selling
Stockholders, from the Compensation and Stock Option Committee, the Nominating
and Corporate Governance Committee and the Corporate Employee Benefits Committee
of the Company, and from the Trustee of the Defined Contribution Plan, and has
been adjusted to reflect (i) the spin-off of Gallaher Group Plc, effective May
30, 1997 and (ii) two-for-one stock splits in the form of 100% stock dividends,
at a rate of one additional share of Common Stock for each share of Common Stock
issued, effective 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, 1997.
<TABLE>
<CAPTION>
(3) (4)
Award Shares of
Shares Common
(1) acquired or Stock
Shares of which to be
Common may be owned
Present principal Stock (2) acquired after
positions or beneficially DCP and completion
offices with the owned Shares offered of offering
Selling Stockholder Company or affiliates (a)(b)(c) (a) (b)(d) (c)
- ---------------------------- ------------------------ ----------- ------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Eugene R. Anderson......... Director 13,781 -0- 5,217 10,564
Patricia O. Ewers.......... Director 5,481 -0- 5,217 2,264
Thomas C. Hays............. Director; Chairman of 1,064,136 10,443 1,324,093 31,278
the Board and Chief
Executive Officer
John W. Johnstone, Jr. .... Director 6,181 -0- 5,217 2,964
Sidney Kirschner........... Director 2,864 -0- -0- 2,864
Gilbert L. Klemann, II..... Director; Executive Vice 347,465 3,203 441,778 3,205
President - Corporate
Gordon R. Lohman........... Director 4,717 -0- 5,217 1,500
John T. Ludes.............. Director; Vice Chairman 553,192 3,701 700,774 16,392
Charles H. Pistor, Jr...... Director 4,864 -0- -0- 4,864
Eugene A. Renna............ Director 1,170 -0- -0- 1,170
Anne M. Tatlock............ Director 5,699 -0- 5,217 2,482
2
<PAGE>
John W. Thompson........... Director 5,004 -0- 5,217 1,787
Norman H. Wesley........... Director; President and 378,963 -0- 489,409 -0-
Chief Operating Officer
Peter M. Wilson............ Director 2,622 -0- 2,000 2,622
Dudley L. Bauerlein, Jr.... Senior Vice President 272,606 15,191 312,996 15,191
and Chief Financial
Officer
Louis F. Fernous, Jr....... Vice President and 124,387 -0- 136,189 10,800
Secretary
Mark Hausberg.............. Vice President and 76,288 956 103,293 1,356
Treasurer
Anne C. Linsdau............ Vice President - 11,300 -0- 33,350 -0-
Human Resources
Craig P. Omtvedt........... Senior Vice President 113,247 1,931 167,516 1,931
and Chief Accounting
Officer
Mark A. Roche.............. Senior Vice President 164,236 4,799 212,187 4,799
and General Counsel
Kenton R. Rose............. Vice President and 64,127 -0- 85,149 178
Associate General
Counsel
Robert J. Rukeyser......... Senior Vice President - 449,588 7,354 509,946 7,754
Corporate Affairs
Steven J. Siegler.......... Vice President - Taxes 78,537 3,195 90,842 3,195
</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. Renna,
who has been a director since July 28, 1998; Ms.
3
<PAGE>
Tatlock, who has been a director since February 27, 1996; Mr. Thompson, who has
been a director since November 19, 1996; Mr. Omtvedt, who was Vice President -
Deputy Controller and Chief Internal Auditor of the Company from January 1, 1996
through December 31, 1996, was Vice President and Chief Accounting Officer from
January 1, 1997 through December 31, 1997 and has been Senior Vice President and
Chief Accounting Officer since January 1, 1998; Mr. Roche, who was Vice
President and Associate General Counsel of the Company from January 1, 1996
through December 31, 1997, was Vice President and General Counsel from January
1, 1998 through December 31, 1998 and has been Senior Vice President and General
Counsel since January 1, 1999; Mr. Rose, who has been Vice President and
Associate General Counsel since January 1, 1999; and Mr. Siegler, who has been
Vice President-Taxes since January 1, 1999.
(a) The numbers of shares attributable to Company contributions under
the Defined Contribution Plan included in the numbers shown in Columns (1) and
(2) are as follows: Thomas C. Hays, 2,873; Gilbert L. Klemann, II, 2,561; John
T. Ludes, 3,197; Dudley L. Bauerlein, Jr., 13,092; Mark Hausberg, 956; Craig P.
Omtvedt, 1,045; Mark A. Roche, 3,323; Robert J. Rukeyser, 6,493; and Steven J.
Siegler, 2,668. The number of shares attributable to employee contributions
under such Plan included in the numbers shown in Columns (1) and (2) are as
follows: Thomas C. Hays, 7,570; Gilbert L. Klemann, II, 642; John T. Ludes, 504;
Dudley L. Bauerlein, Jr., 2,099; Craig P. Omtvedt, 886; Mark A. Roche, 1,476;
Robert J. Rukeyser, 861; and Steven J. Siegler, 527.
(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 12, 1999 of options granted by the Company included in the numbers shown
in Columns (1) and (3) are as follows: Eugene R. Anderson, 3,217; Patricia O.
Ewers, 3,217; Thomas C. Hays, 857,720; John W. Johnstone, Jr., 3,217; Gilbert L.
Klemann, II, 329,170; Gordon R. Lohman, 3,217; John T. Ludes, 491,949; Ann M.
Tatlock, 3,217; John W. Thompson, 3,217; Norman H. Wesley, 353,005; Dudley L.
Bauerlein, Jr., 236,963; Louis F. Fernous, Jr., 98,395; Mark Hausberg, 71,470;
Anne C. Linsdau, 11,300; Craig P. Omtvedt, 102,592; Mark A. Roche, 152,084;
Kenton R. Rose, 63,949; Robert J. Rukeyser, 395,373; and Steven J. Siegler,
69,666. Inclusion of such shares does not constitute an admission by any Selling
Stockholder that he is the beneficial owner of such shares.
(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), (2) and (4) 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 or 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;
Mr. Ludes has no voting or investment power with respect to 12,691 shares held
in trust for the benefit of his wife and with respect to which shares he
disclaims beneficial ownership; Mr. Pistor shares voting and investment power
with his wife with respect to 2,300 shares; Mr. Fernous has no voting and
investment power with respect to 10,800 shares held by his wife and with respect
to which he disclaims beneficial ownership; and Mr. Hausberg shares voting and
investment power with his wife with respect to 400 shares. 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.
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<PAGE>
(d) The numbers of shares in Column (3) 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 1997-1999,
1998-2000 and 1999-2001. The number of shares of Common Stock so covered are as
follows: Dudley L. Bauerlein, Jr., 24,881; Louis F. Fernous, Jr., 10,102; Mark
Hausberg, 10,761; Thomas C. Hays, 116,235; Gilbert L. Klemann, II, 41,818; Anne
C. Linsdau, 6,450; John T. Ludes, 63,974; Craig P. Omtvedt, 23,700; Mark A.
Roche, 22,050; Kenton R. Rose, 4,200; Robert J. Rukeyser, 30,412; Steven J.
Siegler, 3,000; and Norman H. Wesley, 38,746. 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 22, 1999
was $41.4375.
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, 1998, which incorporates by
reference certain information, including the Company's Consolidated Financial
Statements contained in the Company's 1998 Annual Report to Stockholders, and
see also its Proxy Statement for the Annual Meeting of Stockholders held on
April 27, 1999, and its Current Reports on Form 8-K dated January 13, January
22, February 18 and April 23, 1999. Each of the foregoing is on file with the
Securities and Exchange Commission.
5
