<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 22, 1996
FIRST BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-10395 06-1171404
- ---------------------------- ------------------------ ---------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
83 Wooster Heights Road, Danbury, CT 06813-1911
- --------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (203) 731-2000
--------------
This Instrument contains 9 pages.
The Exhibit Index is located on page 7.
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS
Adoption of Stockholder Rights Plan
On March 22, 1996, the Board of Directors of First Brands
Corporation (the "Company") authorized the issuance of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 per share (the "Common Shares"), of the Company. The distribution is
payable to the stockholders of record at the close of business on April 1, 1996
(the "Record Date"), and with respect to all Common Shares that become
outstanding after the Record Date and prior to the earliest of the Distribution
Date (as defined below), the redemption of the Rights, the exchange of the
Rights, and the expiration of the Rights (and, in certain cases, following the
Distribution Date). Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of a Junior Participating Preferred
Stock, Series A, par value $1.00 per share, of the Company (the "Preferred
Shares") at a price of $87.50 per one one-thousandth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) the expiration of the Company's
redemption rights following the date of public disclosure that a person or group
other than certain exempt persons (an "Acquiring Person"), together with persons
affiliated or associated with such Acquiring Person (other than those that are
exempt persons), has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares (the "Stock
Acquisition Date") or (ii) the tenth business day after the date of commencement
or public disclosure of an intention to commence a tender offer or exchange
offer by a person other than an exempt person if, upon consummation of the
offer, such person could acquire beneficial ownership of 20% or more of the
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced by Common Share certificates
and not by separate certificates. The Rights Agreement provides that, until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Share certificates issued after April 1, 1996, upon transfer or new
issuance of the Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights) the surrender for transfer of any
certificate for Common Shares, with or without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date, and
such separate Right Certificates alone will evidence the Rights.
The Rights will first become exercisable after the Distribution
Date (unless sooner redeemed or exchanged). The Rights will expire at the close
of business on April 3, 2006 (the "Expiration Date"), unless earlier redeemed or
exchanged by the Company as described below.
2
<PAGE>
<PAGE>
The Purchase Price payable, and the number of Preferred Shares or
other securities, cash or other property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend or distribution on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights, options or warrants to subscribe for
Preferred Shares or securities convertible into Preferred Shares at less than
the current market price of the Preferred Shares or (iii) upon the distribution
to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or retained earnings)
or of subscription rights or warrants (other than those referred to above). In
addition, the Purchase Price payable and the number of Preferred Shares
purchasable, on exercise of a Right is subject to adjustment in the event that
the Company should (i) declare or pay any dividend on the Common Shares payable
in Common Shares or (ii) effect a subdivision or combination of the Common
Shares into a different number of Common Shares.
In the event that, at any time following public disclosure that
an Acquiring Person has become such, the Company is involved in a merger or
other business combination transaction where the Company is not the surviving
corporation or where Common Stock is changed or exchanged or in a transaction or
transactions wherein 50% or more of its consolidated assets or earning power are
sold, proper provision would be made so that each holder of a Right (other than
such Acquiring Person and certain related persons or transferees) shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company or the Company, as the case may be, which at the time of
such transaction would have a market value of two times the exercise price of
the Right. In the event that there is public disclosure that an Acquiring Person
has become such, proper provision would be made so that each holder of a Right,
other than Rights that are or were beneficially owned by the Acquiring Person
and certain related persons and transferees (which will thereafter be void), on
or after the earlier of the Distribution Date and the first public disclosure
that an Acquiring Person has become such, will thereafter have the right to
receive upon exercise that number of Common Shares (or other securities) having
at the time of such transaction a market value of two times the exercise price
of the Right. In addition, the Company's Board of Directors has the option of
exchanging all or part of the Rights (excluding void Rights) for an equal number
of Common Shares in the manner described in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
At any time prior to public disclosure that an Acquiring Person
has become such, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
payable in cash, shares (including fractional shares) of Common Stock or any
other form of consideration deemed appropriate by the Board of Directors.
3
<PAGE>
<PAGE>
Immediately upon action of the Board of Directors ordering redemption of the
Rights, the ability of holders to exercise the Rights will terminate and the
only rights of such holders will be to receive the Redemption Price.
At any time prior to a public disclosure that an Acquiring Person
has become such, the Board of Directors of the Company may amend or supplement
the Rights Agreement without the approval of the Rights Agent or any holder of
the Rights, except for an amendment or supplement which would change the
Redemption Price, provide for an earlier expiration date of the Rights or change
the Purchase Price. Thereafter, the Board of Directors of the Company may amend
or supplement the Rights Agreement without such approval only to cure ambiguity,
correct or supplement any defective or inconsistent provision or change or
supplement the Rights Agreement in any manner which shall not adversely affect
the interests of the holders of the Rights (other than an Acquiring Person or an
affiliate or associate thereof). Immediately upon the action of the Board of
Directors providing for any amendment or supplement, such amendment or
supplement will be deemed effective.
The Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment equal to the greater of $25 per share
and 1,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment equal to the greater of $100 per share and
1,000 times the payment made per Common Share. Each Preferred Share will have
1,000 votes per share, voting together with the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group other than an exempt person that
attempts to acquire the Company on terms not approved by the Board, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time a person or
group other than an exempt person has acquired beneficial ownership of 20% or
more of the Common Shares, because until such time the Rights may generally be
redeemed by the Company at $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
This summary description of the Rights does not purport to be
complete and is quali fied in its entirety by reference to the Rights Agreement
attached as Exhibit 4.1, which is incorporated in this Current Report on Form
8-K by reference.
4
<PAGE>
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
4.1 Rights Agreement, dated as of March 22, 1996,
between First Brands Corporation and Continental
Stock Transfer & Trust Company, as Rights Agent,
including the form of Certificate of Designation,
Preferences and Rights of Junior Participating
Preferred Stock, Series A attached thereto as
Exhibit A, the form of Rights Certificate attached
thereto as Exhibit B and the Summary of Rights
attached thereto as Exhibit C. (Incorporated by
reference to the Company's Registration Statement
on Form 8-A, filed with the Commission on March 25,
1996.)
99.1 Press Release, dated March 25, 1996, issued by the
Company.
5
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FIRST BRANDS CORPORATION
Dated: April 1, 1996 /s/ JOSEPH B. FUREY
By: _________________________________
Joseph B. Furey
Vice President and Secretary
6
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<C> <S>
4.1 Rights Agreement, dated as of March 22, 1996, between First *
Brands Corporation and Continental Stock Transfer & Trust
Company, as Rights Agent, including the form of Certificate
of Designation, Preferences and Rights of Junior Participating
Preferred Stock, Series A attached thereto as Exhibit A, the
form of Rights Certificate attached thereto as Exhibit B and
the Summary of Rights attached thereto as Exhibit C.
99.1 Press Release, dated March 25, 1996, issued by the Company. 8
</TABLE>
* Incorporated by reference to the Company's Registration Statement on Form 8-A,
filed with the Commission on March 25, 1996.
7
<PAGE>
<PAGE>
FOR IMMEDIATE RELEASE
FIRST BRANDS CORPORATION
ADOPTS A
PREFERRED SHARE PURCHASE RIGHTS PLAN
Danbury, Connecticut, March 25, 1996 -- First Brands Corporation today
announced that its Board of Directors, at the March 22, 1996 meeting, adopted a
Preferred Share Purchase Rights Plan and declared a dividend distribution to be
made to stockholders of record on April 1, 1996, of one Preferred Share Purchase
Right on each outstanding share of the Company's common stock. Each Right will
entitle stockholders to buy one one-thousandth of a share of a new series of
junior participating preferred stock for an exercise price of $87.50.
The Rights contain provisions which are intended to protect the
Company's stockholders in the event of an unsolicited attempt to acquire the
Company at an unfair price. The Company is not aware of any such attempt at
present.
The Rights will be exercisable only if a person or group (with certain
exceptions) acquires, or announces a tender offer for, 20% or more of the
Company's common stock. The Company may exchange the Rights for the Company's
common stock on a one-for-one basis at any time after a person or group has
acquired 20% or more of the outstanding common stock. The Company will be
entitled to redeem the Rights at $.01 per Right (payable in cash or common stock
of the Company, at the Company's option) at any time before public disclosure
that a 20% position has been acquired. The Rights will expire on April 3, 2006,
unless previ ously redeemed or exercised. The distribution of the Rights is not
a taxable event to stockholders.
<PAGE>
<PAGE>
Additional details of the Rights distribution will be provided to the
stockholders.
<PAGE>
