Registration No. 33-64075
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN BRANDS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3295276
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 East Putnam Avenue, Old Greenwich, Connecticut 06870-0811
(Address of principal executive offices) (Zip Code)
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MASTERBRAND INDUSTRIES, INC.
HOURLY EMPLOYEE SAVINGS PLAN
(Full title of the plan)
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LOUIS F. FERNOUS, JR. Copy to:
Vice President and Secretary EDWARD P. SMITH, Esq.
AMERICAN BRANDS, INC. CHADBOURNE & PARKE LLP
1700 East Putnam Avenue 30 Rockefeller Plaza
Old Greenwich, Connecticut 06870-0811 New York, New York, 10112
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (203) 698-5000
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Adding Exhibit
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ADDITION OF EXHIBIT
Registrant by this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 33-64075) adds the following exhibit:
MasterBrand Industries, Inc. Hourly Employee Savings Plan, as amended and
restated effective January 1, 1996.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits.
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24a1. Power of Attorney authorizing certain persons to sign the Registration
Statement on Form S-8 of the MasterBrand Industries, Inc. Hourly
Employee Savings Plan (Registration No. 33-64075) and any and all
amendments and supplements thereto, on behalf of certain directors and
officers of Registrant.*
24b1. Power of Attorney authorizing certain persons to sign the Registration
Statement on Form S-8 of the MasterBrand Industries, Inc. Hourly
Employee Savings Plan (Registration No. 33-64075) and any and all
amendments and supplements thereto, on behalf of administators of the
Plan.*
99a2. MasterBrand Industries, Inc. Hourly Employee Savings Plan, as amended
and restated effective January 1, 1996.
* Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Old Greenwich, and the
State of Connecticut, on this 7th day of February, 1996.
AMERICAN BRANDS, INC.
By Thomas C. Hays
--------------------------
Thomas C. Hays
Chairman of the Board and
Date: February 7, 1996 Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on this 7th day of
February, 1996.
Signature Title
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Thomas C. Hays
-------------------------- Chairman of the Board and
(Thomas C. Hays) Chief Executive Officer
(principal executive officer)
and Director
John T. Ludes*
-------------------------- President and Chief Operating
(John T. Ludes) Officer and Director
Robert L. Plancher*
-------------------------- Senior Vice President and
(Robert L. Plancher) Chief Accounting Officer
(principal accounting officer)
Dudley L. Bauerlein, Jr.*
-------------------------- Senior Vice President and
(Dudley L. Bauerlein, Jr.) Chief Financial Officer
(principal financial officer)
William J. Alley*
-------------------------- Director
(William J. Alley)
Eugene R. Anderson*
-------------------------- Director
(Eugene R. Anderson)
Signature Title
--------- -----
Patricia O. Ewers*
-------------------------- Director
(Patricia O. Ewers)
John W. Johnstone, Jr.*
-------------------------- Director
(John W. Johnstone, Jr.)
Wendell J. Kelley*
-------------------------- Director
(Wendell J. Kelley)
Sidney Kirschner*
-------------------------- Director
(Sidney Kirschner)
Gordon R. Lohman*
-------------------------- Director
(Gordon R. Lohman)
Charles H. Pistor, Jr.*
-------------------------- Director
(Charles H. Pistor, Jr.)
Peter M. Wilson*
-------------------------- Director
(Peter M. Wilson)
*By A. Robert Colby
--------------------------
(A. Robert Colby, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Old Greenwich, and the State of Connecticut, on this 7th day of
February, 1996.
MASTERBRAND INDUSTRIES, INC.
HOURLY EMPLOYEE SAVINGS PLAN
By Randall W. Larrimore*
--------------------------
(Randall W. Larrimore, Chairman,
MasterBrand Industries, Inc.
Retirement Plan Investment Committee)
*By A. Robert Colby
--------------------------
(A. Robert Colby, Attorney-in-Fact)
EXHIBIT INDEX
Exhibit Page
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24a1. Power of Attorney authorizing certain
persons to sign the Registration Statement
on Form S-8 of the MasterBrand Industries,
Inc. Hourly Employee Savings Plan (Registration
No. 33-64075) and any and all amendments and
supplements thereto, on behalf of certain
directors and officers of Registrant.*
24b1. Power of Attorney authorizing certain persons
to sign the Registration Statement on Form S-8
of the MasterBrand Industries, Inc. Hourly
Employee Savings Plan (Registration No. 33-64075)
and any and all amendments and supplements thereto,
on behalf of administators of the Plan.*
99a2. MasterBrand Industries, Inc. Hourly Employee
Savings Plan, as amended and restated effective
January 1, 1996.
* Previously filed