Registration No. 333-103734
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
FORTUNE 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.)
300 Tower Parkway, Lincolnshire, Illinois 60069
(Address of Principal Executive Offices) (Zip Code)
----------
Fortune Brands Retirement Savings Plan
(Full Title of the Plan)
----------
MARK A. ROCHE, ESQ. Copy to:
Senior Vice President, EDWARD P. SMITH, ESQ.
General Counsel and Secretary CHADBOURNE & PARKE LLP
FORTUNE BRANDS, INC. 30 Rockefeller Plaza
300 Tower Parkway New York, New York 10112
Lincolnshire, Illinois 60069
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (847) 484-4400
----------
Adding Form S-3 Prospectus and Furnishing Consent
===============================================================================
EXPLANATORY NOTE
The prospectus, containing information required by Part I of Form S-8 and
related to this Post-Effective Amendment No. 1 to the Fortune Brands, Inc.
Registration Statement on Form S-8 (Registration No. 333-103734), is omitted
from this Post-Effective Amendment No. 1 in accordance with the Note to Part I
of Form S-8.
This Post-Effective Amendment No. 1 includes a reoffer prospectus, prepared
in accordance with the requirements of Form S-3 (the "Reoffer Prospectus"),
which may be used for the offer and sale by certain officers and directors of
Fortune Brands who may be deemed to be "affiliates" of Fortune Brands, as that
term is defined in Rule 405 under the Securities Act of 1933, as amended, of
securities registered hereunder.
The Plan changed its name from the Defined Contribution Plan of Fortune
Brands, Inc. and Participating Operating Companies to the Fortune Brands
Retirement Savings Plan on October 1, 1999.
Fortune Brands changed its name from American Brands, Inc. to Fortune
Brands, Inc. on May 30, 1997.
Fortune Brands, Inc.
-------------
Common Stock
-------------
This prospectus relates to offers and sales by certain of our officers and
directors (also called Selling Stockholders) who may be deemed to be
"affiliates" of Fortune Brands, Inc., as defined in Rule 405 under the
Securities Act of 1933, as amended, of shares of our common stock that have been
or may be acquired by such persons upon exercise of nonqualified stock options
granted pursuant to our 2002 Non-Employee Director Stock Option Plan (the "2002
Director Plan") or our prior Non-Employee Director Stock Option Plan (the "1997
Director Plan" and, together with the 2002 Director Plan, the "Director Plans"),
or upon the exercise of incentive stock options or nonqualified stock options
granted pursuant to our 1999 Long-Term Incentive Plan, our 1990 Long-Term
Incentive Plan, as amended, our 1986 Stock Option Plan, as amended, or our 1981
Stock Option Plan, as amended (collectively called the Employee Plans), or upon
the exercise of stock appreciation rights granted under the Employee Plans in
respect of options, or pursuant to performance awards or restricted stock or
other stock-based awards, or dividend equivalents earned thereon, under the 1999
Plan or the 1990 Plan, or that have been or may be acquired by or for the
account of such persons pursuant to our Retirement Savings Plan (formerly called
the Defined Contribution Plan of Fortune Brands, Inc. and Participating
Operating Companies) as a result of employee or employer contributions under
such plan. The shares that may be so acquired by such persons pursuant to the
Director Plans and the Employee Plans are called the award shares for purposes
of this prospectus and the shares that have been or may be so acquired by such
persons pursuant to the Retirement Savings Plan are herein referred to as the
retirement plan shares.
The accompanying annual supplement to this prospectus sets forth who the
Selling Stockholders are and the number of award shares and retirement plan
shares covered by this prospectus.
Shares covered by this prospectus may be offered and sold from time to time
by or on behalf of the Selling Stockholders through brokers on the New York
Stock Exchange or otherwise at the prices prevailing at the time of such sales.
No specified brokers or dealers have been designated by the Selling Stockholders
and no agreement has been entered into in respect of brokerage commissions or
for the exclusive or coordinated sale of any securities which may be offered
pursuant to this prospectus. The net proceeds to the Selling Stockholders will
be the proceeds received by them upon such sales, less brokerage commissions, if
any. We will pay all expenses of preparing and reproducing this prospectus, but
will not receive any of the proceeds from sales by any of the Selling
Stockholders.
-------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
-------------
April 30, 2002
THE COMPANY
We are a holding company with subsidiaries engaged in the manufacture and
sale of home products, office products, golf products and spirits and wine.
Our principal executive offices are currently located at 300 Tower Parkway,
Lincolnshire, Illinois 60069, and our telephone number is (847) 484-4400.
RECENT DEVELOPMENTS
In recent years, we have been engaged in a strategy of seeking to enhance
the operations of our principal operating companies. Pursuant to this strategy,
on April 12, 2002, our home products business acquired The Omega Group, a
growing, privately-held manufacturer of high-quality kitchen and cabinetry.
Primarily a supplier of custom, semi-custom and frameless semi-custom cabinetry
to kitchen and bath dealers, The Omega Group will enhance the ability of our
kitchen and bath business, MasterBrand Cabinets, Inc., to compete in the highly
fragmented dealer channel, the industry's largest channel of distribution. On
May 31, 2001, our spirits and wine business completed transactions with V&S Vin
& Spirit AB ("V&S"), maker of Absolut Vodka, creating a joint venture, named
Future Brands LLC (the "LLC"), to distribute both companies' spirits and wine
brands in the United States. V&S paid $270 million to gain access to our spirits
and wine business' U.S. distribution network and to acquire a 49% interest in
the LLC, and paid $375 million to purchase a 10% equity interest in our spirits
and wine subsidiary, Jim Beam Brands Worldwide, Inc. ("JBBW"), in the form of
convertible preferred stock. V&S also received a 3-year option to increase its
equity stake in JBBW by up to an additional 9.9%. V&S may require us to purchase
the JBBW preferred stock in whole or in part at any time after May 31, 2004 or
upon a change in control of JBBW, Jim Beam Brands Co., or certain other events.
In 1999, JBBW formed an international sales and distribution joint venture,
Maxxium Worldwide B.V. ("Maxxium"), with Remy-Cointreau and Highland Distillers,
to distribute and sell spirits in key markets outside the United States. JBBW
agreed to contribute assets related to its international distribution network
and periodic cash payments with a total estimated value of $110 million in
return for a one-third interest in the venture. JBBW's investment of $110
million is contingent upon achievement of certain contractual performance
measures, which were not met in 2001. During 1999 and 2000, JBBW made cash
investments of approximately $30 million and $25 million in Maxxium. The
investments of JBBW in Maxxium were recorded at the book value of assets
contributed plus cash invested.
Also in 1999, our subsidiaries completed two acquisitions, one in the home
products business and another in the office products business, for an aggregate
cost of $103.6 million in cash, including fees and expenses.
We have also disposed of subsidiaries having significant revenues but
engaged in businesses we considered to be nonstrategic to our long-term
operations. In 1997, we completed the spin-off of Gallaher Group Plc ("Gallaher
Group") to our
2
stockholders. Subsidiaries of Gallaher Group compete in the
international tobacco business.
In addition, a number of other nonstrategic businesses and product lines
have been sold. In 2001, our spirits and wine business sold its U.K.-based
Scotch whisky business for $200 million in cash. The sale of the business
consisted of Invergordon private-label and bulk Scotch operations and several
regional brands in the U.K. In 1998, one of our home products subsidiaries sold
assets relating to the manufacture of door locks and related hardware.
We continue to pursue our strategy to enhance the operations of our
principal operating companies. We actively explore possible acquisitions in
fields related to our principal operating companies. We also cannot exclude the
possibility of acquisitions in other fields or further dispositions. On October
9, 2000, we announced that we were exploring strategic options for our office
products business. We decided, in April 2001, not to divest our office products
business due to weakness in the overall economy particularly impacting the
office products industry. We are currently repositioning and restructuring the
business to improve both financial results and the long-term value of the
business. Under this plan, our office products business is realigning and
streamlining its worldwide operations, intensifying its focus on growing
profitable core product categories, divesting or discontinuing non-strategic and
low-return product categories and reducing overhead expenses and excess
capacity.
We review on an ongoing basis the portfolio of brands owned by our
operating companies and evaluate our options for increasing shareholder value.
Although no assurance can be given as to whether or when any acquisitions or
dispositions will be consummated, if agreement with respect to any acquisitions
were to be reached, we might finance such acquisitions by issuing additional
debt or equity securities. The possible additional debt from any acquisitions,
if consummated, would increase our debt-to-equity ratio and such debt or equity
securities might, at least in the near term, have a dilutive effect on earnings
per share. We also continue to consider other corporate strategies intended to
enhance stockholder value, including share repurchases. We cannot predict
whether or when any such strategies might be implemented or what the financial
effect thereof might be upon our debt or equity securities.
Another aspect of our strategy to enhance the operations of our principal
operating companies has been to continuously evaluate the productivity of their
product lines and existing asset base and actively seek to identify
opportunities to improve our and our subsidiaries cost structure. This strategy
led us to record restructuring and other non-recurring charges totaling $98.1
million in 2001. In 2000, we recorded $73 million in pre-tax restructuring and
other nonrecurring charges across all segments of our business other than
spirits and wine. In 1999, we recorded $196 million in pre-tax restructuring and
other nonrecurring charges across all segments of our business. Additionally, in
1997, we recorded $298.2 million in pre-tax restructuring and other nonrecurring
charges across all of its principal operating companies.
3
SELLING STOCKHOLDERS
See the annual supplement for current information regarding the Selling
Stockholders, the shares of our common stock beneficially owned by them, the
award shares and savings plan shares offered by them with this prospectus and
the shares of our common stock to be beneficially owned by them after completion
of the offering. The address of each of the Selling Stockholders is Fortune
Brands, Inc., 300 Tower Parkway, Lincolnshire, Illinois 60069.
EXPERTS
The consolidated financial statements and financial statement schedule
incorporated in this prospectus by reference to Fortune Brands, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 2001, have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given upon the authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC, which the SEC maintains in the SEC's File No. 1-9076.
You can read and copy any document we file at the SEC's public reference rooms
in Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
You may also inspect reports, proxy statements and other information about
us at the Library of the New York Stock Exchange at 20 Broad Street, New York,
New York 10005.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information filed with the SEC will update and supersede
this information. We incorporate by reference our Annual Report on Form 10-K,
our Proxy Statement for our Annual Meeting of Stockholders, any of our other
filings with the SEC and described in the Annual Supplement, and any of our
future filings with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act.
We also incorporate by reference the following:
o The description of our common stock, par value $3.125 per share, set
forth under the headings "Description of Fortune Brands Capital Stock"
and "Comparative Rights of Shareholders" on pages 94-105 of our Proxy
Statement for the 1997 Annual Meeting of Stockholders of Fortune
Brands, Inc.; and
4
o The description of our preferred share purchase rights, set forth on
our Application for Registration of Securities on Form 8-A dated
December 22, 1997.
You may request a copy of these filings, at no cost other than for exhibits
of such filings, by writing to or telephoning us at the following address (or by
visiting our web site at http://www.fortunebrands.com):
FORTUNE BRANDS, INC.
Legal Department
300 Tower Parkway
Lincolnshire, Illinois 60069
(telephone number (847) 484-4400)
We have filed with the SEC a registration statement on Form S-8 under the
Securities Act of 1933. This prospectus omits certain information contained in
the registration statement, as permitted by SEC rules. You may obtain copies of
the registration statement, including exhibits, as noted in the paragraph above.
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
The Delaware General Corporation Law and our By-laws provide for
indemnification of our officers and directors, who are also covered by certain
insurance policies that we maintain. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to
directors, officers or persons that control us pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
5
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 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.
2
(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 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
3
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.
4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
23a2 - Consent of PricewaterhouseCoopers LLP, independent
accountants.
*24a1 - Power of Attorney authorizing certain persons to sign
this Post-Effective Amendment No. 1 on behalf of certain
directors and officers of Registrant.
*24b1 - Power of Attorney authorizing certain persons to sign this
Post-Effective Amendment No. 1 on behalf of administrators
of the Plan.
---------------
*Previously filed in the Registration Statement on Form S-8
(Registration No. 333-103734) filed March 11, 2003.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 Village of Lincolnshire, State of
Illinois, on this 30th day of April, 2003.
FORTUNE BRANDS, INC.
By /s/ Mark A. Roche
-----------------------------------------------
(Mark A. Roche, Senior Vice President,
Secretary and General Counsel)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on this 30th day of April,
2003.
Signature Title
--------- ----
Norman H. Wesley* Chairman of the Board and Chief
----------------- Executive Officer (principal executive
(Norman H. Wesley) officer) and Director
Craig P. Omtvedt* Senior Vice President and Chief
----------------- Financial Officer
(Craig P. Omtvedt) (principal financial officer)
Nadine A. Heidrich* Vice President and Corporate Controller
------------------- (principal accounting officer)
(Nadine A. Heidrich)
Patricia O. Ewers* Director
-----------------
(Patricia O. Ewers)
Thomas C. Hays* Director
-----------------
(Thomas C. Hays)
Gordon R. Lohman* Director
-----------------
(Gordon R. Lohman)
II-2
Signature Title
--------- -----
Eugene A. Renna* Director
-----------------
(Eugene A. Renna)
J. Christopher Reyes* Director
-----------------
(J. Christopher Reyes)
Anne M. Tatlock* Director
-----------------
(Anne M. Tatlock)
David M. Thomas* Director
-----------------
(David M. Thomas)
Peter M. Wilson* Director
-----------------
(Peter M. Wilson)
*By: /s/ A. Robert Colby
-----------------------------------------------
(A. Robert Colby, Attorney-in-Fact)
II-3
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 Village of Lincolnshire, State of Illinois, on this 30th day
of April, 2003.
FORTUNE BRANDS RETIREMENT
SAVINGS PLAN
By Frank J. Cortese*
------------------------------------------------
(Frank J. Cortese, Chairman,
Corporate Employee Benefits Committee)
*By: /s/ A. Robert Colby
-----------------------------------------------
(A. Robert Colby, Attorney-in-Fact)
II-4