UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 16, 2005 (March 16, 2005)
Fortune Brands, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-9076 | 13-3295276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Tower Parkway
Lincolnshire, IL 60069
(Address of Principal Executive Offices) (Zip Code)
847-484-4400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 8.01 Other Events.
On March 16, 2005, Fortune Brands, Inc. (“Fortune Brands”) and General Binding Corporation (“GBC”) issued a press release announcing an agreement for Fortune Brands to spin-off its ACCO World Corporation office products unit (“ACCO”) to Fortune Brands’ stockholders to be followed immediately by the merger of a subsidiary of ACCO with and into GBC. A copy of the joint press release is included herein as Exhibit 99 and is incorporated herein by reference. The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.
This material is not a substitute for the registration statement ACCO and GBC will file with the Securities and Exchange Commission in connection with the transaction, or the proxy statement/prospectus-information statement to be mailed to stockholders. Investors are urged to read the proxy statement/prospectus-information statement which will contain important information, including detailed risk factors, when it becomes available. The proxy statement/prospectus-information statement and other documents which will be filed by Fortune Brands, ACCO and GBC with the Securities and Exchange Commission will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to ACCO World Corporation, 300 Tower Parkway, Lincolnshire, IL, 60069, Attention: Investor Relations; or by directing a request when such a filing is made to General Binding Corporation, One GBC Plaza, Northbrook, IL, 60062, Attention: Investor Relations.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
| 99 | Joint press release of Fortune Brands and GBC dated March 16, 2005. |
(Page 2 of 4 Pages)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTUNE BRANDS, INC. (Registrant) | ||
| By: | /S/ MARK A. ROCHE | |
| Name: Mark A. Roche Title: Senior Vice President, General Counsel | ||
Date: March 16, 2005
(Page 3 of 4 Pages)
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99 | Joint press release of Fortune Brands and GBC dated March 16, 2005. | |
(Page 4 of 4 Pages)