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): September 22, 2014
Fortune Brands Home & Security, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-35166 | 62-1411546 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
520 Lake Cook Road
Deerfield, IL 60015
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 8.01. Other Events.
On September 22, 2014, Fortune Brands Home & Security, Inc. (the “Company”) issued a press release announcing the completion of the previously announced divestiture of all of issued and outstanding shares of Fortune Brands Windows, Inc., which operates the Company’s Simonton windows business, to Ply Gem Industries, Inc. The full text of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |
The following exhibits are being furnished as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release dated September 22, 2014, issued by Fortune Brands Home & Security, Inc. | |
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 HOME & SECURITY, INC. | ||||
| (Registrant) | ||||
| By: |
/s/ Robert K. Biggart | |||
| Name: Robert K. Biggart | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
Date: September 22, 2014
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated September 22, 2014, issued by Fortune Brands Home & Security, Inc. | |
Exhibit 99.1
INVESTOR and MEDIA CONTACT:
Brian Lantz
847-484-4574
brian.lantz@FBHS.com
FORTUNE BRANDS COMPLETES SALE OF SIMONTON WINDOWS
DEERFIELD, Ill. – Sept. 22, 2014 – Fortune Brands Home & Security, Inc. (NYSE: FBHS), an industry-leading home and security products company, today announced it has completed the sale of Simonton Windows to Ply Gem Holdings, Inc., a leading manufacturer of exterior building products in North America. Fortune Brands announced the agreement to sell Simonton Windows on August 20, 2014.
The Simonton business was sold for approximately $130 million, or roughly 10 times 2014 EBITDA. The Simonton sale is expected to reduce Fortune Brands’ second half 2014 earnings per share from continuing operations by 2 to 4 cents.
“We believe the sale of Simonton will allow us to more sharply focus on our Therma-Tru entry door and Fypon trim business and position us to further increase operating results in 2015,” said Chris Klein, chief executive officer, Fortune Brands.
Fortune Brands remains committed to owning and growing its door segment with its industry-leading Therma-Tru entry door business which is focused on the growing fiberglass segment within the entry door category. The Company expects Therma-Tru will continue to drive profitable growth with its product innovation, total door system approach and strong distribution network.
About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in Deerfield, Ill., creates products and services that help fulfill the dreams of homeowners and help people feel more secure. The Company’s trusted brands include Master Lock and Sentry Safe security products, MasterBrand cabinets, Moen faucets and Therma-Tru entry door systems. Fortune Brands holds market leadership positions in all of its segments. Fortune Brands is part of the S&P MidCap 400 Index. For more information, please visit www.FBHS.com.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains certain “forward-looking statements” regarding business strategies, market potential, future financial performance, the effects of the sale of Simonton Windows and other matters. Statements preceded by, followed by or that otherwise include the words “believes,” “expects” and similar expressions or future or conditional verbs such as “will” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors are discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission. The forward-looking statements included in this release
are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date hereof.
Source: Fortune Brands Home & Security, Inc.