This supplement relates to Registration Nos. 333-87260 and
the Prospectus for offers 333-95909. This filing is made
and sales of Common Stock pursuant to Rule 424(b)(3)
dated April 30, 2002. and (c) under the Securities Act
of 1933, as amended.
2003 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
Fortune Brands, Inc.
By Certain Selling Stockholders
This Supplement dated April 30, 2003 to the Prospectus dated April 30, 2002
relating to offers and sales of award shares and retirement plan shares by
certain Selling Stockholders of Fortune 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
supplement should be kept with the Prospectus in the Selling Stockholder's
important papers. Selling Stockholders who received the April 30, 2002
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 Fortune
Brands, Inc., Legal Department, 300 Tower Parkway, Lincolnshire, Illinois 60069.
Capitalized terms used in this supplement have the meanings set forth in the
Prospectus.
Date. The date of this supplement is April 30, 2003.
Information Regarding Selling Stockholders and Award Shares and Retirement
Plan Shares Covered by the Prospectus. The Prospectus covers 2,926,215 award
shares that have been or may be acquired by the Selling Stockholders upon
exercise or pursuant to the following awards held as of February 3, 2003:
o incentive stock options or nonqualified stock options granted pursuant
to the Employee Plans and the Director Plans, or
o stock appreciation rights granted under the Employee Plans in respect
of options under the 1999 Plan and the 1990 Plan, or
o performance awards, awards of restricted stock or other stock-based
awards, and dividend equivalents earned thereon, under the 1999 Plan
and the 1990 Plan.
The Prospectus also covers 12,906 Retirement Savings Plan Shares that have
been acquired pursuant to the Retirement Savings Plan and are held on February
3, 2003 by the Trustee of the Retirement Savings Plan.
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",
o the shares of our common stock beneficially owned by the Selling
Stockholder on February 3, 2003 (except, as stated in Note (c) after
the table, beneficial ownership is disclaimed as to certain shares),
including shares of our 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 4, 2003 of options that we
have granted, plus
o the number (if any) of shares of our common stock held on February 3,
2003 by the Trustee of the Retirement Savings 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 "Retirement Savings Plan Shares", the number (if any)
of shares of our common stock held on February 3, 2003 by the Trustee of the
Retirement Savings Plan that is equivalent as of that date to the Selling
Stockholder's undivided proportionate beneficial interest in all such shares and
offered by the Prospectus;
3. Under the heading "Award shares acquired or which may be acquired and
offered", the shares of our common stock that
o have been 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, or
o may be acquired by the Selling Stockholder pursuant to performance
awards 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 3, 2003, and
o may be offered or sold by the Selling Stockholder using the Prospectus.
4. Under the heading "Shares of common stock to be owned after completion
of the offering", the shares of our common stock to be beneficially owned by the
Selling Stockholder after completion of the offering, based on the number of
shares owned on February 3, 2003.
Certain options granted pursuant to the Employee Plans and the Director
Plans may be transferred to a member of a Selling Stockholder's immediate family
or to a trust for the benefit of such immediate family members. The names of
such transferees and the number of award shares that may be offered by them
under the Prospectus will be included in a supplement when such information
becomes known. The information as to security holdings is based on information
that we receive from the Selling Stockholders, from our Compensation and Stock
Option Committee, our Nominating and Corporate Governance Committee and our
Corporate Employee Benefits Committee, and from the Trustee of the Retirement
Savings Plan, and has been adjusted to reflect (1) the spin-off of Gallaher
Group Plc, effective May 30, 1997 and (2) two-for-one stock splits in the
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form of 100% stock dividends, at a rate of one additional share of our common
stock for each share of common stock issued, effective September 10, 1986 and
October 9, 1990, respectively. Shares of our common stock have attached thereto
certain preferred stock purchase rights that we distributed as a dividend on
December 24, 1997.
(3) (4)
Award Shares of
shares common
(1) acquired or stock
Shares of which to be
common (2) may be owned
stock Retirement acquired after
Present principal beneficially Savings and completion
positions or offices owned Plan Shares offered of offering
Selling Stockholder with us or affiliates* (a)(b)(c) (a) (b)(d) (c)
----------------------------- -------------------------- ------------- ------------- ------------- ------------
Patricia O. Ewers.......... Director 17,181 0 15,217 4,464
Thomas C. Hays............. Director 667,885 3,968 645,032 21,385
Gordon R. Lohman........... Director 14,217 0 15,217 1,500
Eugene A. Renna............ Director 10,315 0 8,445 4,370
J. Christopher Reyes....... Director 100 0 1,042 100
Anne M. Tatlock............ Director 17,399 0 15,217 4,682
David M. Thomas............ Director 6,175 0 6,875 1,800
Norman H. Wesley........... Director; Chairman of 585,786 0 1,147,118 2,000
the Board and Chief
Executive Officer
Peter M. Wilson............ Director 14,322 0 12,000 4,822
Nadine A. Heidrich......... Vice President and 5,000 0 39,000 0
Corporate Controller
Mark Hausberg.............. Senior Vice 147,954 1,125 229,912 0
President-Finance and
Treasurer
Craig P. Omtvedt........... Senior Vice President 164,731 2,448 429,399 0
and Chief Financial
Officer
Mark A. Roche.............. Senior Vice President, 202,890 5,365 361,741 0
General Counsel and
Secretary
----------
* Positions are those with us, unless otherwise indicated. Each of the
Selling Stockholders has been a director or officer of our company or one of our
subsidiaries for the past three years, except for Mr. Thomas, who has been a
director since June 25, 2000, Mr. Reyes, who has been a director since December
10, 2002, and Ms. Heidrich, who has been Vice President and Corporate Controller
since September 12, 2001.
(a) The numbers of shares attributable to contributions by our company
under the Retirement Savings Plan included in the numbers shown in Columns (1)
and (2) are as
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follows: Thomas C. Hays, 1,109; Mark Hausberg, 1,125; Craig P. Omtvedt, 1,313;
Mark A. Roche, 3,738. The number of shares attributable to employee
contributions under such Plan included in the numbers shown in Columns (1) and
(2) are as follows: Thomas C. Hays, 2,859; Craig P. Omtvedt, 1,135; and Mark A.
Roche, 1,627.
(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 4,
2003 of options that we granted included in the numbers shown in Columns (1) and
(3) are as follows: Patricia O. Ewers, 12,717; Thomas C. Hays, 571,258; Gordon
R. Lohman, 12,717; Eugene R. Renna, 4,000; Anne M. Tatlock, 12,717; David M.
Thomas, 4,375; Norman H. Wesley, 469,061; Peter M. Wilson, 9,500; Mark Hausberg,
129,288; Nadine A. Heidrich, 5,000; Craig P. Omtvedt, 122,166; and Mark A.
Roche, 158,294. Inclusion of such shares does not constitute an admission by any
Selling Stockholder that such person is the beneficial owner of such shares.
(c) To the best of our knowledge, each Selling Stockholder has sole voting
and investment power with respect to shares shown after such person's name in
Columns (1), (2) and (4) 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 or 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 Retirement Savings 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 of shares in Column (3) include shares covered by
performance awards granted under the 1999 Plan and the 1990 Plan if the maximum
performance goals to which such awards relate are met for the performance
periods 2001-2003, 2002-2004 and 2003-2005. The number of shares of Common Stock
so covered are as follows: Norman H. Wesley, 180,000; Nadine A. Heidrich, 9,000;
Mark Hausberg, 20,850; Craig P. Omtvedt, 75,450; Mark A. Roche, 47,550.
Inclusion of such shares does not constitute an admission by any Selling
Stockholder that such person is the beneficial owner of such shares.
Market Price. The closing price per share of our common stock as reported
on the New York Stock Exchange Composite Transactions on April 25, 2003 was
$48.03.
Documents Incorporated by Reference. For further current information about
us and our subsidiaries, see our Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, which incorporates by reference certain information,
and see also our Proxy Statement for the 2003 Annual Meeting of Stockholders and
our Current Report on Form 8-K dated January 23, 2003. Each of the foregoing is
on file with the Securities and Exchange Commission.
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