-----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, NXx1MfK6i9y0pGoh8EzWPh3IgTMe9NWVOgHIcqEUy0s4o8WToFdaQLcnPeVQsfi6 SBX6FO90ALYmOU2Gg6E9Yw== 0000893838-96-000048.txt : 19960501 0000893838-96-000048.hdr.sgml : 19960501 ACCESSION NUMBER: 0000893838-96-000048 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960430 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58865 FILM NUMBER: 96553805 BUSINESS ADDRESS: STREET 1: 1700 E PUTNAM AVE CITY: OLD GREENWICH STATE: CT ZIP: 06870-0811 BUSINESS PHONE: 2036985000 424B3 1 PROSPECTUS SUPPLEMENT This Supplement relates to Registration No. 33-58865 the Prospectus for offers This filing is made pursuant to and sales of Common Stock Rule 424(b)(3) and (c) under the dated April 27, 1995. Securities Act of 1933, as amended. 1996 SUPPLEMENT To Prospectus for Offers and Sales of Common Stock of American Brands, Inc. By Certain Selling Stockholders This Supplement dated April 30, 1996 to the Prospectus dated April 27, 1995 relating to offers and sales of Award Shares by certain Selling Stockholders of American 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 Annual Supplement should be kept with the Prospectus in the Selling Stockholder's important papers. Selling Stockholders who received the April 27, 1995 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, American 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 30, 1996. 2. Information Regarding Selling Stockholders and Award Shares Covered by the Prospectus. The Prospectus covers 3,841,638 Award Shares that have been or may be acquired upon exercise of incentive stock options or nonqualified stock options granted pursuant to the Plans, or upon exercise of stock appreciation rights granted under the 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, held by the Selling Stockholders as of February 15, 1996. 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 15, 1996 (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 15, 1996 of options granted by the Company, plus the number (if any) of shares of Common Stock held on December 31, 1995 by the Trustee of the Defined Contribution Plan of American Brands, Inc. and Participating Operating Companies (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 "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, 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 outstanding as of February 15, 1996 and offered by the Prospectus; and (3) under the heading "Shares of Common Stock to be owned upon 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 15, 1996. The information as to security holdings is based on information received by 1 the Company from the Selling Stockholders, from the Compensation and Stock Option Committee and the Corporate Employee Benefits Committee of the Company, and from the Trustee, and has been adjusted to reflect two-for-one stock splits in the form of 100% stock dividends, each at a rate of one additional share of Common Stock for each share of Common Stock issued, effective at the close of business on 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, 1987.
Award Shares of Shares Common acquired or Stock Shares of which to be Common may be owned Stock acquired after Present principal positions or beneficially and completion offices with the Company or owned offered of offering Selling Stockholder affiliates* (a)(b)(c)(d) (b)(d)(e) (a)(c) ------------------- ----------------------------- ------------- ----------- ---------- William J. Alley................. Director 942,483 941,395 1,088 Dudley L. Bauerlein, Jr.......... Senior Vice President and 124,533 143,568 12,110 Chief Financial Officer Francis J. Bianca................ Vice President--Taxes 91,512 105,258 4,799 Louis F. Fernous, Jr............. Vice President and 95,134 105,212 8,467 Secretary Joseph J. Griffin................ Vice President and 99,671 118,850 1,316 Controller Mark Hausberg.................... Vice President and 20,349 32,400 349 Treasurer Thomas C. Hays................... Director; Chairman of the 598,473 712,189 29,212 Board and Chief Executive Officer Gilbert L. Klemann, II........... Senior Vice President and 142,855 185,461 2,092 General Counsel John T. Ludes.................... Director; President 270,682 339,526 3,083 and Chief Operating Officer Charles H. McGill................ Senior Vice President-- 15,000 39,350 0 Corporate Development Steven C. Mendenhall............. Senior Vice President and 125,841 154,115 4,188 Chief Administrative Officer Craig P. Omtvedt................. Vice President--Deputy 30,124 41,100 1,424 Controller and Chief Internal Auditor Robert L. Plancher............... Senior Vice President and 293,832 328,483 5,232 Chief Accounting Officer
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Award Shares of Shares Common acquired or Stock Shares of which to be Common may be owned Stock acquired after Present principal positions or beneficially and completion offices with the Company or owned offered of offering Selling Stockholder affiliates* (a)(b)(c)(d) (b)(d)(e) (a)(c) ------------------- ----------------------------- ------------- ----------- ---------- Mark A. Roche.................... Vice President and 72,418 86,950 3,918 Associate General Counsel Robert J. Rukeyser............... Senior Vice President-- 250,218 282,893 6,687 Corporate Affairs Peter M. Wilson.................. Director; Chairman and 178,890 224,888 0 Chief Executive of Gallaher Limited
- ---------- * 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. Hausberg, who was Treasurer of the Company from January 1, 1995 through December 31, 1995 and has been Vice President and Treasurer of the Company since January 1, 1996; Mr. McGill, who was Vice President--Corporate Development of the Company from February 24, 1995 through December 31, 1995 and has been Senior Vice President--Corporate Development of the Company since January 1, 1996; Mr. Omtvedt, who has been Vice President--Deputy Controller and Chief Internal Auditor of the Company since January 1, 1996; and Mr. Roche, who has been Vice President and Associate General Counsel of the Company since January 1, 1996. (a) The numbers of shares attributable to Company contributions under the Defined Contribution Plan included in the numbers shown in Columns (1) and (3) are as follows: William J. Alley, 656; Dudley L. Bauerlein, Jr., 10,618; Francis J. Bianca, 4,799; Louis F. Fernous, Jr., 8,467; Joseph J. Griffin, 1,316; Mark Hausberg, 349; Thomas C. Hays, 2,157; Gilbert L. Klemann, II, 1,689; John T. Ludes, 2,652; Steven C. Mendenhall, 2,295; Craig P. Omtvedt, 1,424; Robert L. Plancher, 1,210; Mark A. Roche, 2,656; Robert J. Rukeyser, 5,551. The number of shares attributable to employee pre-tax contributions under such Plan included in the numbers shown in Columns (1) and (3) are as follows: Dudley L. Bauerlein, Jr., 1,492; Thomas C. Hays, 6,220; Gilbert L. Klemann, II, 401; John T. Ludes, 431; Steven C. Mendenhall, 1,893; Robert L. Plancher, 22; Mark A. Roche, 1,262; Robert J. Rukeyser, 736. (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 15, 1996 of options granted by the Company included in the numbers shown above are as follows: William J. Alley, 819,850; Dudley L. Bauerlein, Jr., 100,260; Francis J. Bianca, 72,300; Louis F. Fernous, Jr., 74,300; Joseph J. Griffin, 71,340; Mark Hausberg, 19,000; Thomas C. Hays, 499,650; Gilbert L. Klemann, II, 134,650; John T. Ludes, 229,950; Charles H. McGill, 15,000; Steven C. Mendenhall, 117,500; Craig P. Omtvedt, 28,700; Robert L. Plancher, 234,350; Mark A. Roche, 67,500; Robert J. Rukeyser 218,350; and Peter M. Wilson, 172,600. Inclusion of such shares does not constitute an admission by any Selling Stockholder that he is the beneficial owner of such shares. 3 (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) and (3) 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 and 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. 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. (d) The numbers shown in Column (2) include performance award shares vested under the 1990 Plan with respect to the performance period 1993 through 1995. The number of shares of Common Stock so covered are as follows: Dudley L. Bauerlein, Jr., 1,630; Francis J. Bianca, 887; Louis F. Fernous, Jr., 887; Joseph J. Griffin, 887; Thomas C. Hays, 8,160; Gilbert L. Klemann, II, 3,265; John T. Ludes, 3,265; Steven C. Mendenhall, 2,450; Robert L. Plancher, 3,265; Robert J. Rukeyser, 3,265; and Peter M. Wilson, 3,650. (e) The numbers of shares in Column (2) 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 1994-1996, 1995-1997 and 1996-1998. The number of shares of Common Stock so covered are as follows: Dudley L. Bauerlein, Jr., 11,145; Francis J. Bianca, 7,545; Louis F. Fernous, Jr., 7,545; Joseph J. Griffin, 7,995; Mark Hausberg, 2,400; Thomas C. Hays, 53,640; Gilbert L. Klemann, II, 16,598; John T. Ludes, 25,598; Charles H. McGill, 6,450; Steven C. Mendenhall, 12,675; Craig P. Omtvedt, 2,400; Robert L. Plancher, 15,998; Mark A. Roche, 3,450; Robert J. Rukeyser, 15,848; and Peter M. Wilson, 18,225. 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 26, 1996 was $41.625. 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, 1995, which incorporates by reference certain information, including the Company's Consolidated Financial Statements contained in the Company's 1995 Annual Report to Stockholders, and see also its Proxy Statement for the Annual Meeting of Stockholders to be held on May 1, 1996, and its Current Reports on Form 8-K dated January 18, 1996, January 22, 1996, January 29, 1996 and April 22, 1996. Each of the foregoing is on file with the Securities and Exchange Commission. 4 -----END PRIVACY-ENHANCED MESSAGE-----