SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 14, 1997 ------------- FIRST BRANDS CORPORATION (Exact name of registrant as specified in its charter) ------------- Delaware 1-10395 06-1171404 (State of Organization) (Commission File Number) (I.R.S. Employer Identification No.) 83 Wooster Heights Road Building 301, P.O. Box 1911 Danbury, CT 06813-1911 (Address of principal executive offices) Registrant's telephone number, including area code: (203) 731-2300 Item 2 Acquisition or Disposition of Assets - - ------ ------------------------------------ On March 14, 1997, First Brands Corporation acquired the NationalPak business in Australia and New Zealand (the "NationalPak Business") from National Foods Ltd. for A$206 million or approximately $160 million, plus approximately $8 million in acquisition-related taxes and transaction fees. NationalPak manufactures and markets consumer products such as plastic wrap and bags, aluminum foil and wiping cloths under the GLAD, OSO, MONO and CHUX brand names. Sales for the NationalPak Business in their fiscal year ended June 30, 1996 were A$159 million (or approximately $123 million). The transaction was completed as a net asset purchase in Australia and a share purchase in New Zealand and includes NationalPak's plant and equipment, working capital and trademarks. Funding for the acquisition was provided by borrowings under existing bank credit facilities in the U.S. and Canada, as well as new local bank facilities in Australia and New Zealand and a minor equity participation by local management. Item 7 Financial Statements, Pro Forma Financial and Exhibits - - ------ ------------------------------------------------------ a. Not Applicable b. Not Applicable c. Exhibits 20 Press Release dated March 19, 1997, issued by the Company. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST BRANDS CORPORATION Date: March 20, 1997 By: /s/ Donald A. DeSantis -------------- -------------------------------- Donald A. DeSantis Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit - - ------- 20* Press Release dated March 19, 1997, issued by the Company. * Filed herewith