FIRST BRANDS CORP
8-K, 1997-03-05
UNSUPPORTED PLASTICS FILM & SHEET
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                       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

DATE OF REPORT (Date of earliest event reported): February 28, 1997

                            FIRST BRANDS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                 <C>                           <C>
        Delaware                   1-10395                     06-1171404 
(State of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
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                             83 Wooster Heights Road
                                 P. O. Box 1911
                             Danbury, CT 06813-1911
                    (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code:  203-731-2300


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Item 5. Other Events

               See attached Press Release  attached  hereto as Exhibit 20, which
               is incorporated herein by reference.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

               (a)    Not applicable

               (b)    Not applicable

               (c)    Exhibits

                      20   Press Release, dated February 28, 1997, issued by the
                           Company.


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                                          SIGNATURES

        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

Date: February 28, 1997             By:   /s/ Donald A. DeSantis
                                        ------------------------
                                            Donald A. DeSantis
                                            Senior Vice President,
                                            Chief Financial Officer and
                                            Treasurer

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                                  EXHIBIT INDEX

Exhibit
Number            Description of Exhibit
- -------           -----------------------
20*               Press Release, dated February 28, 1997, issued by the Company.








*   Filed herewith

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                                                                      EXHIBIT 20

                                       FOR IMMEDIATE RELEASE

                 Contact:              Donald A. DeSantis
                                       Senior Vice President, Chief Financial
                                       Officer & Treasurer
                                       203/731-2306

        FIRST BRANDS ANNOUNCES INTENT TO REDEEM SENIOR SUBORDINATED NOTES

        DANBURY,  CT -- February  28,  1997 -- First  Brands  Corporation  (FBR)
announced  today  that,  subject  to  the  successful  completion  of a  private
placement of a $150 million new series of senior  notes,  it intends to call for
redemption  its $100 million  9-1/8%  Senior  Subordinated  Notes Due 1999.  The
redemption  at par,  will be  funded  with  the  proceeds  of such  senior  note
placement and is expected to occur in early April,  1997.  Excess  proceeds from
the placement will be used to reduce  borrowings under the Company's bank credit
facilities.

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        The new  series  of  senior  notes  will  not be  registered  under  the
Securities Act and may not be sold in the United States absent  registration  or
an applicable exemption from registration requirements.

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