<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
---------------------
Pursuant to Section 15(D) of the
Securities Exchange Act of 1934
---------------------
For the fiscal year ended December 31, 1999
Commission file number 1-9076
---------------------
Full Title of the Plan:
FORTUNE BRANDS RETIREMENT SAVINGS PLAN
---------------------
Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
FORTUNE BRANDS, INC.
300 Tower Parkway
Lincolnshire, Illinois 60069
======================================================================
<PAGE>
FORTUNE BRANDS RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULE AND EXHIBIT
FILED AS REQUIRED BY ITEM 4 OF FORM 11-K
________________________
Page(s)
-------
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets
Available for Benefits for the years ended
December 31, 1999 and 1998 4
Notes to Financial Statements 5-14
Supplemental Schedule:
Item 27(e) - Schedule of Nonexempt Transactions
for the year ended December 31, 1999 15
Exhibit 23 - Consent of Independent Accountants 17
Note: Supplemental schedules required by the Employee Retirement Income
Security Act that have not been included herein will be filed by the
Fortune Brands, Inc. Savings Plans Master Trust.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Corporate Employee Benefits Committee of
Fortune Brands, Inc.
In our opinion the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Fortune Brands Retirement Savings Plan (the "Plan"), as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States. These financial statements are the responsibility of the
Corporate Employee Benefits Committee of Fortune Brands, Inc.; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits in accordance with auditing standards
generally accepted in the United States which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1999 was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedule, Schedule of
Nonexempt Transactions, for the year ended December 31, 1999 is presented for
the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the procedures applied in the audit of the basic financial
statements as of and for the year ended December 31, 1999, and, in our opinion,
is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
PricewaterhouseCoopers LLP
Chicago, Illinois
June 28, 2000
2
<PAGE>
Fortune Brands Retirement Savings Plan
Statement of Net Assets Available for Benefits
as of December 31, 1999 and 1998
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
------------- --------------
<S> <C> <C>
Assets:
Beneficial interest in Fortune Brands, Inc.
Savings Plans Master Trust net assets $ 646,963 $ 545,112
Receivables:
Company contributions 6,647 7,285
Participant contributions 757 896
Interest and dividends - 1,004
------------- -------------
Total assets 654,367 554,297
Liabilities:
Accrued expenses and accounts payable - 1,646
------------- -------------
Total liabilities - 1,646
------------- -------------
Net assets available for benefits $ 654,367 $ 552,651
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Fortune Brands Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Additions:
Allocated share of Master Trust
investment activities $ 99,995 $ 91,650
Company contributions 15,076 15,273
Participant contributions 26,595 24,658
--------- ---------
Total additions 141,666 131,581
--------- ---------
Deductions:
Benefits paid to participants 39,950 29,559
--------- ---------
Total deductions 39,950 29,559
--------- ---------
Increase in net assets 101,716 102,022
--------- ---------
Net assets available for benefits
beginning of year 552,651 450,629
--------- ---------
Net assets available for benefits
end of year $ 654,367 $ 552,651
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements
1. Description of Plan:
General:
The Fortune Brands Retirement Savings Plan (the "Plan") is designed to
encourage and facilitate systematic savings and investment by eligible
employees. Fortune Brands, Inc. ("Fortune") and each of its operating
company subsidiaries participating in the Plan are referred to collectively
as the "Companies" and individually as a "Company". Operating company
subsidiaries include MasterBrand Industries, Inc. ("MasterBrand"), ACCO
World Corporation ("ACCO"), Acushnet Company ("Acushnet"), and Jim Beam
Brands Worldwide ("Beam"). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
The following provides a brief description of the Plan. For a complete
description of the Plan, participants should refer to the specific
provisions in the Plan document or to the Prospectus/Summary Plan
Description, each of which is available from the Plan Administrator at 300
Tower Parkway, Lincolnshire, Illinois 60069.
The financial statements present the net assets available for benefits as
of December 31, 1999 and 1998 and the changes in net assets available for
benefits for the years then ended of the Plan, respectively. The assets of
the Plan are included in a pool of investments known as the Fortune Brands,
Inc. Savings Plans Master Trust ("Master Trust"), along with the assets of
the Fortune Brands Hourly Employee Retirement Savings Plan. The Master
Trust investments are administered by The Fidelity Management Trust Company
(the "Trustee"). Prior to October, 1999, the Master Trust investments were
administered by The Northern Trust Company (the "Prior Trustee").
Effective as of October 1, 1999, the Plan was renamed the Fortune Brands
Retirement Savings Plan.
Contributions:
The Plan is a defined contribution plan. Contributions are held by the
Trustee and accumulated in separate participant accounts. Participants may
generally make tax deferred contributions under Section 401(k) of the
Internal Revenue Code (the "Code") of up to 21% (17% prior to September 1,
1998) of eligible compensation subject to lower limits for employees of
Fortune and certain participating Companies. Participants' annual tax
deferred contributions are limited by the Code to $10,000 in 1999 and 1998.
Participants of MasterBrand and its participating operating subsidiaries
("MasterBrand Participating Employers") may also make after-tax
contributions, but the sum of tax deferred contributions and after-tax
contributions may not exceed 21% (17% prior to September 1, 1998) of
eligible compensation. (See Note 4 "Plan Amendments") Each MasterBrand
Participating Employer other than the Schrock Cabinet division provides a
matching contribution equal to 50% of the participant's tax deferred
contributions and after-tax contributions, not to exceed 6% of eligible
5
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
1. Description of Plan (Continued):
Contributions (Continued):
compensation. The Schrock Cabinet division provides a matching contribution
of 50% of the participant's tax deferred and after-tax contributions up to
5% of eligible compensation and an additional 50% of the participant's tax
deferred and after-tax contributions up to 3% of eligible compensation.
ACCO and its participating operating subsidiaries ("ACCO Participating
Employers") provide a matching contribution equal to 30% of the
participant's tax deferred contributions, not to exceed 6% of eligible
compensation. Acushnet and its participating operating subsidiaries
("Acushnet Participating Employers") provide a matching contribution of 50%
of the participant's tax deferred contributions up to 5% of eligible
compensation and an additional 50% of the participant's tax deferred
contributions up to 2% of eligible compensation. Beam and its participating
operating subsidiaries ("Beam Participating Employers") do not provide
matching contributions.
Profit-sharing contributions are made by certain participating operating
subsidiaries and allocated to their participants in proportion to eligible
compensation. Acushnet Participating Employers and MasterBrand
Participating Employers do not provide an annual profit-sharing
contribution. Fortune contributes, on an annual basis, 1/6 of 1% of its
Adjusted Income from Continuing Operations (as defined in the Plan). The
ACCO Participating Employers and Beam Participating Employers make a
determination each year as to the amount of their profit-sharing
contribution. Profit-sharing contributions are subject to certain Plan and
statutory limitations.
Participants may direct investment of their tax deferred contributions,
after-tax contributions, matching contributions, profit-sharing
contributions, if any, and their Plan account balances in the investment
funds, excluding the Gallaher ADR Fund, described above.
6
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
1. Description of Plan (Continued):
Vesting:
Participants are immediately vested in their own contributions plus
earnings thereon. Vesting in the Companies' matching contributions plus
earnings thereon occurs after one year of service. Vesting in the
Companies' annual profit-sharing contribution plus actual earnings thereon
is based on the earliest of the following occurrences: (1) retirement; (2)
death; (3) disability; (4) attainment of age 65; or (5) years of service
(as summarized in the schedule below):
<TABLE>
<CAPTION>
Number of Full JBB
Years of Service Fortune Worldwide ACCO Acushnet* MasterBrand *
---------- ------- --------- ---- -------- -----------
<S> <C> <C> <C> <C> <C>
Less than 1 0% 0% 0%
1 but less than 2 20 0 20
2 but less than 3 40 0 40
3 but less than 4 60 20 60
4 but less than 5 80 40 80
5 but less than 6 100 60 100
6 but less than 7 100 80 100
7 or more 100 100 100
</TABLE>
* Acushnet and MasterBrand Participating Employers do not provide an
annual profit-sharing contribution.
Forfeitures:
Company contributions forfeited by nonvested terminated participants are
retained by the Plan and used to reduce subsequent Company contributions.
If a terminated participant returns to the Plan within a specified period
of time (generally 5 years), the participant's previously forfeited amount
will be reinstated to their account.
Loans:
A participant may apply for a loan of at least $1,000 from the vested
portion of the participant's account balances in an amount which does not
exceed one-half of the participant's vested balance, provided that the
loan also may not exceed $50,000 reduced by any other loan outstanding
under the Plan within the previous twelve months. The term of any loan
shall not exceed five years, unless the loan is related to the purchase of
the participant's principal residence. No more than one home residence
loan and one loan for any other purpose may be outstanding at any one
time.
A new loan may not be applied for until 30 days after any prior loan is
repaid in full. Each loan bears a rate of interest equal to the prime rate
on the last day of the previous quarter at the time the loan is made, as
defined in the Wall Street Journal. Each loan must be collateralized by a
portion of the participant's account balances and evidenced by a written
obligation payable to the Trustee which is invested in the Loan Fund.
Repayment is made by payroll
7
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
deduction so that the loan is repaid over the term of the loan in
substantially level installments not less frequently than quarterly.
Distributions and Withdrawals:
Benefits are payable from a participant's account under the Plan
provisions, upon a participant's death, retirement or other termination of
employment in a lump sum or in installment payments. The Plan also permits
withdrawals to be made by participants who have incurred a "hardship" as
defined in the Plan or after attainment of age 59 1/2.
Distributions and withdrawals to which a participant is entitled are those,
subject to certain eligibility and forfeiture provisions, that can be
provided by the aggregate of employer and employee contributions and the
income thereon (including net realized and unrealized investment gains and
losses) allocated to such participant's account.
Other:
Although they have not expressed any intent to do so, the Companies have
the right under the Plan to discontinue contributions at any time and
Fortune has the right to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become fully
vested in their accounts.
For changes effective during 1999 and 2000, see "Plan Amendments" (Note 4).
2. Summary of Significant Accounting Policies:
Presentation:
Certain 1998 reclassifications have been made to conform with the current
year presentation.
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Investment Valuation and Income:
The Master Trust's investments in securities (bonds, debentures, notes and
stocks) traded on a national securities exchange are valued at the last
reported sale price on the last business day of the year; securities traded
in the over-the-counter market are valued at the last reported bid price;
and listed securities for which no sale was reported on that date are
valued at the mean between the last reported bid and asked prices.
Participations in collective trust funds are stated at the Master Trust's
beneficial interest in the aggregate fair value of assets held by the fund,
as reported by the fund's manager.
Purchases and sales of securities are recorded on a trade-date basis.
Gains or losses on sales of securities are based on average cost.
8
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
2. Summary of Significant Accounting Policies (Continued):
Investment Valuation and Income(Continued):
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
The ratio of the Plan's assets to the fair value of all assets held in each
fund in the Master Trust is used to allocate interest income, dividend
income, realized gains (losses) and unrealized appreciation (depreciation)
in market value of investments on a monthly basis.
In 1999 and 1998, certain expenses incurred by the Plan were netted against
earnings prior to allocation to participant accounts. These include
investment manager, trust, and recordkeeper expenses.
Benefits are recorded when paid.
3. Reconciliation of Financial Statements to Form 5500:
The following is a reconciliation of net assets available for benefits as
stated in the financial statements to Form 5500 at December 31, 1999 and
1998:
<TABLE>
<CAPTION>
1999 1998
-------- --------
(In Thousands)
<S> <C> <C>
Net assets available for benefits as stated in the financial
statements $654,367 $552,651
Less distributions payable to terminated employees
and amounts payable applicable to Plan participants
who have retired or terminated employment but
elected to have their assets remain in the Plan 136,994 104,979
-------- --------
Net assets available for benefits as stated in Form 5500 $517,373 $447,672
======== ========
</TABLE>
9
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
3. Reconciliation of Financial Statements to Form 5500 (Continued):
The following is a reconciliation of benefits paid to participants as
stated in the statement of changes in net assets available for benefits to
the Form 5500 at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
-------- --------
(In Thousands)
<S> <C> <C>
Benefits paid to participants as stated in the financial statements $ 39,950 $ 29,559
Add: Amounts payable to terminated employees and amounts applicable
to Plan participants who have retired or terminated
employment but elected to have their assets remain in the
Plan as of current year-end 136,994 104,979
Less: Amounts payable to terminated employees and amounts applicable
to Plan participants who have retired or terminated
employment but elected to have their assets remain in the
Plan as of prior year-end 104,979 73,052
-------- --------
Benefits paid to participants as stated in Form 5500 $ 71,965 $ 61,486
======== ========
</TABLE>
4. Plan Amendments:
The Plan was amended effective as of January 1, 2000 to permit
participation by employees of Apollo Presentation Products Group and to
provide for the merger into the Plan of the Apollo Space Systems 401(k)
Profit Sharing Plan;
The Plan was amended effective as of October 1, 1999 to:
. provide for daily valuation of participants' accounts;
. Provide that an employee will automatically have 401(k) contributions
deducted from the employee's pay unless the employee elects otherwise;
. eliminate the one year of service waiting period before an employee
may participate in the 401 (k) feature of the Plan;
. authorize changes in contribution or investment elections by
participants on a daily basis; and
. permit retirees to change the amount of periodic installment payments
once every twelve months.
The Plan was amended effective as of September 1, 1999 to exclude certain
employees participating in foreign pension plans.
The Plan was amended effective as of June 1, 1999 to permit partial
repayment of loans by terminated participants.
10
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
4. Plan Amendments (Continued):
The Plan was amended effective as of January 1, 1999 to:
. permit participation by employees of Creative Specialties, Inc, and
to provide for the merger into the Plan of the CSI Donner 401(k)
Retirement Plan;
. include amounts received under the Performance Recognition Program
as Plan earnings; and
. provide for full 1999 profit-sharing allocation for employees
terminated due to the relocation of the ACCO Punch Cell operation in
Wheeling, Illinois or the May Tag & Label Corporation facility in
Hillsdale, Illinois.
The Plan was amended effective as of December 31, 1998 to exclude
participation by employees of the ACCO Presentation Products Group.
The Plan was amended effective September 29, 1998 to:
. provide that the Corporate Employee Benefits Committee of Fortune,
rather than the Board of Directors of Fortune, shall have the
authority to amend the Plan solely with respect to matters affecting
Participating Employers other than Fortune and to approve Plan
mergers; and
. provide for immediate distribution to alternate payees under
qualified domestic relations orders.
The Plan was amended effective as of September 1, 1998 to increase the
maximum 401(k) contribution rate from 17% of compensation to 21% of
compensation.
The Plan was amended effective as of August 23, 1998 to permit
participation by certain employees of Peak Wines International, Inc.
The Plan was amended effective as of June 12, 1998 to permit participation
by certain employees of the Schrock Cabinet division of MasterBrand
Industries, Inc.
The Plan was amended as of January 1, 1998 to:
. include Day-Timers, Inc., Fortune Brands Home & Office, Inc. and
May Tag & Label Corp. as ACCO Participating Employers;
. provide that employees of May Tag & Label Corp. who participated in
the May Tag & Label Corp. 401(k) Savings Plan shall participate in
this Plan on January 1, 1998 and be credited with eligibility and
vesting service for their period of employment with May Tag & Label
Corp. before it became affiliated with the Fortune Brands' group of
companies;
. provide that a Day-Timers' employee hired between December 1, 1996
and December 1, 1997 shall receive a full year 1998 profit-sharing
allocation rather than merely for the period in 1998 during which the
employee was a participant;
11
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
4. Plan Amendments (Continued):
. provide for a 1997 profit-sharing contribution of 3% of compensation
for participants employed by Sax Arts and Crafts, Inc.;
. provide that a participant who terminated employment and is re-
employed shall be eligible for participation immediately upon
reemployment;
. change the top-heavy minimum contribution formula to provide for a
greater top-heavy minimum contribution in the event that a
participant also participates in a top-heavy defined benefit plan;
and
. provide that the profit-sharing contribution for Beam Participating
Employers will be determined from year to year on a discretionary
basis.
The Plan was amended to comply with the Small Business Job Protection Act,
the Uniformed Services Employment and Reemployment Rights Act, the Uruguay
Round Agreements Act, the Taxpayer Relief Act of 1997 and the IRS
Restructuring and Reform Act, including:
. increasing the voluntary cash-out amount from $3,500 to $5,000
(effective as of January 1, 1999);
. 401(k) and flexible benefit plan amounts in compensation for purposes
of determining maximum contribution limits (effective as of January
1, 1998); and
. eliminating the limitation aggregating defined benefits plan and
defined contribution amounts (effective as of January 1, 2000).
5. Assets Held In Master Trust:
The investments of the Master Trust are maintained under a trust agreement
with the Trustee. Prior to October 1999, the investments of the Master
Trust were maintained under a trust agreement with the Prior Trustee. The
Plan had a total beneficial interest of 96.43% and 96.84% in the Master
Trust's net assets at December 31, 1999 and 1998, respectively.
12
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
5. Assets Held In Master Trust (Continued):
Master Trust assets at December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
----------- ----------
(In Thousands)
<S> <C> <C>
Common stock - corporate:
Employer stock $ 24,594 $ 22,159
Non-employer stock 218,076 199,728
U.S. Government securities 8,061 56,037
Corporate debt instruments 21,880 19,921
Insurance company general account - 3,890
Registered investment companies 346,306 217,478
Collateralized promissory notes from participants 15,544 15,025
Interest bearing cash 36,451 28,681
---------- ----------
Total $ 670,912 $ 562,919
========== ==========
</TABLE>
Investments that represent 5% or more of the Master Trust's net assets are
separately identified in the Master Trust filing.
Net appreciation (depreciation) on Master Trust investments for the years ended
December 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
(In Thousands)
<S> <C> <C>
Common stock - corporate $ 32,551 $ 48,272
U. S. Government securities (1,521) 1,234
Corporate debt instruments (2,281) 195
Registered investment companies 66,899 33,970
----------- -----------
Total $ 95,678 $ 83,671
=========== ===========
</TABLE>
Interest income, in thousands, for the years ended December 31, 1999 and
1998 was $4,524 and $6,699, respectively. Dividend income for the years
ended December 31, 1999 and 1998 was $2,647 and $4,349, respectively.
6. Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in market value could materially affect participants'
account balances and the amounts reported in the
13
<PAGE>
Fortune Brands Retirement Savings Plan
Notes To Financial Statements (Continued)
6. Risks and Uncertainties (Continued):
statement of net assets available for benefits and the statement of changes
in net assets available for benefits.
7. Use of Estimates:
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the Plan administrator to
make estimates and assumptions that affect the reported amounts of net
assets available for benefits at the date of the financial statements and
the changes in net assets available for benefits during the reporting
period and, when applicable, the disclosures of contingent assets and
liabilities at the date of the financial statements. Actual results could
differ from those estimates.
8. Credit Risks:
The Master Trust invests primarily in equity and fixed income funds. The
fund managers invest in a large number of corporations, industries and
other instruments in an attempt to limit exposure to significant losses.
The funds maintain a diverse portfolio of common stock across various
industry groups and a broad range of debt securities in terms of maturity
and industry groups in order to maintain diversity in Master Trust
investments.
The Plan, however, is subject to risk of loss up to its proportionate share
of such assets in the Master Trust.
9. Tax Status:
The Internal Revenue Service (IRS) issued a determination letter dated
January 8, 1998 to the Company stating that the Plan meets the requirements
of Section 401(a) of the Code and that the Trust is exempt from federal
income taxes under Section 501(a) of the Code. The Plan has been amended
since receiving the determination letter. However, the Plan Administrator
believes that the Plan is currently designed and operated in compliance
with the applicable requirements of the Code. Generally, distributions and
withdrawals under the Plan are taxable to Participants or their
beneficiaries in accordance with Section 402 of the Code.
10. Nonexempt Transaction
During the current plan year, the Company withheld contributions for
certain participants in the Plan but, due to administrative problems
relating to the transition to a new recordkeeper, did not remit those
contributions to the Plan within fifteen days following the month of the
withholding. In accordance with Department of Labor regulations, the delay
on the remittance of these contributions resulted in a prohibited loan to
the Company. The Company is correcting this prohibited transaction and will
file Form 5330 with the Internal Revenue Service.
14
<PAGE>
Fortune Brands Retirement Savings Plan
Item 27(e) - Schedule of Nonexempt Transactions
for the year ended December 31, 1999
<TABLE>
<CAPTION> (2)
Current Value
Identity of Party Description of (1) of Asset
Involved Relationship to Plan Transaction Cost of Asset (Estimated)
-------------------- ---------------------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Fortune Brands, Inc. Sponsor / Employer Improper loan from $918,819 $948,142
Plan to Employer
for failure to remit
certain employees'
withheld contributions
to the Plan timely.
</TABLE>
(1) The cost of asset represents the back contributions remitted to the Plan on
or prior to January 21, 2000 for periods between October 1, 1999 through
December 31, 1999 for certain employees of the Fortune Brands Retirement
Savings Plan.
(2) The current value of asset represents the back contributions and Fortune's
estimate of the interest that such contributions could have earned for the
period from the date such contributions were due through December 31, 1999
if they had been timely remitted to the Plan.
15
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporate Employee Benefits Committee of Fortune Brands, Inc. has duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
Fortune Brands Retirement Savings Plan
/s/ Anne C. Linsdau
By ........................................
Anne C. Linsdau, Chairman
Corporate Employee Benefits Committee of
Fortune Brands, Inc.
Date: June 28, 2000
16
