-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcHWo6D6BN8l0XY0tfu6R425RVF/Al7t0JrErtPItaBiTHJGuCxPMpDSltpCbhpD LHhzympz9NvLidyWoWcGuA== 0000893838-96-000002.txt : 19960119 0000893838-96-000002.hdr.sgml : 19960119 ACCESSION NUMBER: 0000893838-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960117 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960118 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BRANDS INC /DE/ CENTRAL INDEX KEY: 0000789073 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 133295276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09076 FILM NUMBER: 96505125 BUSINESS ADDRESS: STREET 1: 1700 E PUTNAM AVE CITY: OLD GREENWICH STATE: CT ZIP: 06870-0811 BUSINESS PHONE: 2036985000 8-K 1 FORM 8-K UNITED STATES 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 January 18, 1996 (January 17, 1996) --------------------------------------------------------------------------- Date of Report (Date of earliest event reported) AMERICAN BRANDS, INC. --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9076 13-3295276 ---------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) l700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811 --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 698-5000 ---------------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. - ------ ------------ Registrant's press release dated January 17, 1996 is filed herewith as Exhibit 20 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits. -------- 20. Press release of Registrant dated January 17, 1996. This Current Report shall not be construed as a waiver of the right to contest the validity or scope of any or all of the provisions of the Securities Exchange Act of 1934 under the Constitution of the United States, or the validity of any rule or regulation made or to be made under such Act. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN BRANDS, INC. --------------------- (Registrant) By Robert L. Plancher -------------------------------- Robert L. Plancher Senior Vice President and Chief Accounting Officer Date: January 18, 1996 EXHIBIT INDEX Sequentially Exhibit Numbered Page - ------- ------------- 20. Press release of Registrant dated January 17, 1996. EX-20 2 PRESS RELEASE EXHIBIT 20 FOR IMMEDIATE RELEASE Media Relations: Investor Relations: Roger W. W. Baker Daniel A. Conforti (203) 698-5148 (203) 698-5132 AMERICAN BRANDS TO REDEEM 7-5/8% EURODOLLAR CONVERTIBLE DEBENTURES DUE 2001 AND 9-1/8% DEBENTURES DUE 2016 -- REDUCING FULLY DILUTED SHARES BY 2.8 MILLION Old Greenwich, CT, January 17, 1996 -- American Brands, Inc. (NYSE-AMB), announced today that it will redeem its 7-5/8% Eurodollar Convertible Debentures Due 2001 and its 9-1/8% Debentures Due 2016. The Company expects that ongoing interest expense will be reduced and the redemption of the 7-5/8% Eurodollar Convertible Debentures will reduce the number of fully diluted shares by 2.8 million. In connection with the redemptions, the Company will record an "extraordinary items" charge of approximately $10 million, or 6 cents per Common share, in the first quarter of 1996. 7-5/8% Eurodollar Convertible Debentures Due 2001 The Company will redeem on March 5, 1996 all of its $150,000,000 7-5/8% Eurodollar Convertible Debentures Due 2001 at a redemption price of 103.8125% of the principal amount plus accrued interest. Notice of such redemption will be published in London and Luxembourg on or before February 1, 1996. The debentures will no longer be outstanding after the redemption date and interest on the debentures will cease to accrue from and after March 5, 1996. The right of holders of the 7-5/8% Eurodollar Convertible Debentures Due 2001 to convert their debentures into Common stock of the Company at a price of $53.19 per share will terminate at the close of business on the redemption date. 9-1/8% Debentures Due 2016 The Company will redeem on March 1, 1996 all of its $150,000,000 9-1/8% Debentures Due 2016 at a redemption price of 104.4375% of the principal amount plus accrued interest. The Chase Manhattan Bank (National Association), the redemption agent, will mail by January 30 a Notice of Redemption regarding the debentures to holders of record. The debentures will no longer be outstanding after the redemption date and interest on the debentures will cease to accrue from and after March 1, 1996. * * * * Headquartered in Old Greenwich, Connecticut, American Brands is an international consumer products holding company. Its operating companies have powerhouse brands and leading market positions. Major distilled spirits brands sold by Jim Beam Brands Co. include Jim Beam and Old Grand-Dad bourbons and DeKuyper cordials. MasterBrand Industries, Inc.'s leading hardware and home improvement brands include Moen faucets, Master locks and Aristokraft cabinets. ACCO World Corporation's major office product brands include Day-Timer and Swingline. Acushnet Company's golf brands include Titleist, Pinnacle and Foot-Joy. Gallaher Limited sells tobacco products, principally in Europe, where its major brands include Benson and Hedges and Silk Cut. # # # -----END PRIVACY-ENHANCED MESSAGE-----