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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $ 36.86 (3) | 02/23/1999 | 02/23/2008 | Common | 34,636 (3) | 34,636 | D | ||||||||
| Options (Right to Buy) | $ 33.17 (3) | 11/16/1999 | 11/16/2008 | Common | 183,680 (3) | 183,680 | D | ||||||||
| Options (Right to Buy) | $ 26.26 (4) | 04/25/2001 | 04/25/2010 | Common | 2,624 (4) | 2,624 | D | ||||||||
| Options (Right to Buy) | $ 30.21 (4) | 04/24/2002 | 04/24/2011 | Common | 2,624 (4) | 2,624 | D | ||||||||
| Options (Right to Buy) | $ 50.11 (4) | 04/30/2003 | 04/30/2012 | Common | 2,624 (4) | 2,624 | D | ||||||||
| Options (Right to Buy) | $ 46.23 (4) | 03/29/2004 | 04/29/2013 | Common | 2,624 (4) | 2,624 | D | ||||||||
| Options (Right to Buy) | $ 74.17 (4) | 03/27/2005 | 04/27/2014 | Common | 2,624 (4) | 2,624 | D | ||||||||
| Options (Right to Buy) | $ 82.03 (4) | 03/26/2006 | 04/26/2015 | Common | 2,624 (4) | 2,624 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HAYS THOMAS C FORTUNE BRANDS, INC. 300 TOWER PARKWAY LINCOLNSHIRE, IL 60069 |
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| Mark A. Roche, Attorney-in-Fact for Thomas C. Hays | 09/19/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reflects the gift of stock to charitable organizations. |
| (2) | The number of shares reported as held by the Fortune Brands, Inc. Retirement Savings Plan Trust represents the undersigned's proportional beneficial interest in the common stock held in the Trust as of August 17, 2005. |
| (3) | In connection with the spin-off of ACCO World Corporation (now known as ACCO Brands Corporation) on August 16, 2005, anti-dilution adjustments were made to the outstanding options to preserve their pre-transaction values. Accordingly, the exercise price and the number of options granted under the issuer's 1990 Long-Term Incentive Plan were adjusted. |
| (4) | In connection with the spin-off of ACCO World Corporation (now know as ACCO Brands Corporation) on August 16, 2005, anti-dilution adjustments were made to the outstanding options to preserve their pre-transaction values. Accordingly, the exercise price and the number of options granted under the issuer's 1997 and 2002 Non-Employee Director Stock Option Plans were adjusted. |
| Remarks: On July 11, 2005, Mr. Hays caused a revocable trust for which he shares voting and investment power to make gifts totaling 2,650 shares of the issuer's common stock to The Devereux Foundation and Harvard Westlake School, charitable organizations. On August 16, 2005, the issuer spun-off ACCO World Corporation (now known as ACCO Brands Corporation) its office products business, to stockholders of record on August 9, 2005. As a result of the spin-off, the exercise price and the number of outstanding options granted under the issuer's 1990 Long-Term Incentive Plan and the issuer's 1997 and 2002 Non-Employee Director Stock Option Plans were adjusted to ensure that the aggregate option spread on all option grants immediately before the spin-off would be the same immediately after the spin-off. Mr. Hays indirectly owns 49,402 shares of the issuer's common stock through the revocable trust described above. In addition, Mr. Hays is deemed to have indirect beneficial ownership of 9,907 shares held in various trusts for the benefit of family members, however, he disclaims beneficial ownership of these shares. Mr. Hays also owns options to purchase 218,316 of the issuer's common stock and indirectly owns 4,070 shares of the issuer's common stock through his participation in the Fortune Brands Retirement Savings Plan. | |