| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FORTUNE BRANDS INC [ FO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2004 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | M(2) | 19,200 | A | $35.63 | 62,237(1) | D | |||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | M(2) | 29,700 | A | $34.81 | 91,937(1) | D | |||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | M(2) | 26,000 | A | $34.19 | 117,937(1) | D | |||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | M(2) | 1,040 | A | $32.05 | 118,977(1) | D | |||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | M(2) | 678 | A | $49.1 | 119,655(1) | D | |||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | M(2) | 580 | A | $57.46 | 120,235(1) | D | |||
| Common Stock, Par Value $3.125(1) | 10/25/2004 | S | 74,900 | D | $71.26 | 45,335(1) | D | |||
| Common Stock, Par Value $3.125(1) | 2,499(1)(3) | I | By Fortune Brands Retirement Savings Plan Trust. | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $35.63 | 10/25/2004 | M(2) | 19,200 | 11/17/1998 | 11/17/2007 | common stock | 19,200(1) | $35.63 | 0 | D | ||||
| Options (Right to Buy) | $34.81 | 10/25/2004 | M(2) | 29,700 | 11/16/1999 | 11/16/2008 | common stock | 29,700(1) | $34.81 | 0 | D | ||||
| Options (Right to Buy) | $34.19 | 10/25/2004 | M(2) | 26,000 | 11/15/2000 | 11/15/2009 | common stock | 26,000(1) | $34.19 | 46,400 | D | ||||
| Options (Right to Buy) | $32.05 | 10/25/2004 | M(2) | 1,040 | 09/24/2002 | 09/24/2011 | common stock | 1,040(1) | $32.05 | 30,626 | D | ||||
| Options (Right to Buy) | $49.1 | 10/25/2004 | M(2) | 678 | 09/23/2003 | 09/23/2012 | common stock | 678(1) | $49.1 | 93,644 | D | ||||
| Options (Right to Buy) | $57.46 | 10/25/2004 | M(2) | 580 | 09/29/2004 | 09/29/2013 | common stock | 580(1) | $57.46 | 94,420 | D | ||||
| Explanation of Responses: |
| 1. Attached to each share of common stock is one Preferred Share Purchase Right that is not presently transferable from the common stock. |
| 2. Reflects the exercise of options granted under the issuer's Long-Term Incentive Plans |
| 3. The number of shares reported as held by the Fortune Brands, Inc. Retirement Savings Plan Trust represents the undersigned's proportional beneficial interest in the common stock held in the Trust as of October 25, 2004. |
| Remarks: |
| On October 25, 2004, Mr. Omtvedt exercised 77,198 options issued under the issuer's Long-Term Incentive Plans. Mr. Omtvedt subsequently sold 74,900 shares of common stock. As a result of these transacations, Mr. Omtvedt's ownership of shares of the issuer's common stock increased by 2,298, from 43,037 to 45,335. Mr Omtvedt also owns options to purchase 360,090 shares. In addition, Mr. Omtvedt holds 2,499 shares of common stock through his participation in the Fortune Brands Retirement Savings Plan. |
| Russell W. Hahn, Attorney-in-Fact for Craig P. Omtvedt | 10/26/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||