[Conformed copy]
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
April 29, 2002 (April 12, 2002)
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Date of Report (Date of earliest event reported)
FORTUNE BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9076 13-3295276
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Tower Parkway, Lincolnshire, Illinois 60069
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 484-4400
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On April 4, 2002, MasterBrand Cabinets, Inc., a subsidiary of Fortune
Brands, Inc. (NYSE: FO), and MBC Acquisition Corp., a subsidiary of MasterBrand
Cabinets, entered into an Agreement and Plan of Merger for the purpose of
acquiring Omega Holdings, Inc. On April 12, 2002, pursuant to the Merger
Agreement, MBC Acquisition Corp. was merged with and into Omega Holdings, Inc.,
and as a result of this merger, Omega Holdings, Inc. became a subsidiary of
MasterBrand Cabinets, Inc.
Omega Cabinets, Ltd., a subsidiary of Omega Holdings, Inc., is a
manufacturer of kitchen and bath cabinets. The products included in
the transaction, including cabinets sold under the Omega, Kitchen Craft and
Home Crest brands, generated sales of $325 million in 2001.
The aggregate purchase price paid by MasterBrand Cabinets under the
transaction was equal to $538 million minus the amount of Omega Cabinets'
and Omega Holdings' indebtedness ($127 million). The shareholders of Omega
Holdings, Inc. received a pro-rata portion of the aggregate purchase price, less
an amount of which will be held in escrow to secure the shareholders'
indemnification obligations under the Merger Agreement.
To pay the purchase price, the Registrant used approximately $40 million
in cash or short-term securities held by it and for the remainder used proceeds
from the sale of commercial paper.
The foregoing description of the transaction between Registrant,
MasterBrand Cabinets, Inc., MBC Acquisition Corp. and Omega Holdings, Inc. is
qualified in its entirety by reference to the Agreement and Plan of Merger
attached as Exhibit 2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2. Agreement and Plan of Merger dated April 4, 2002.
99. Press release of Registrant dated April 12, 2002.
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.
FORTUNE BRANDS, INC.
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(Registrant)
By /s/ Mark A. Roche
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Mark A. Roche,
Senior Vice President, General
Counsel and Secretary
Date: April 29, 2002
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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2. Agreement and Plan of Merger dated April 4, 2002.
99. Press release of Registrant dated April 12, 2002.