FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NABISCO, INC.
(Exact name of registrant as specified in its charter)
New Jersey 13-1841519
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7 Campus Drive, P.O. Box 311, Parsippany, N.J. 07054-0311
(Address of principal executive officers) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2),
please check the following box. [ ]
Securities Act registration file number to which this form relates: 33-93214
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
6 1/8% Notes due 2033, New York Stock Exchange
Putable/Callable
February 1, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's Prospectus dated January 15, 1998, filed with the Securities
and Exchange Commission pursuant to Rule 424(b)(2) on January 16, 1998, is
incorporated herein by reference.
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Item 2. Exhibits.
1. Restated Certificate of Incorporation, incorporated herein by reference to
Exhibit 3.1 to Amendment No. 1, filed on March 29, 1995, to the
Registration Statement on Form S-4 of the Registrant, Registration No.
33-90224, filed on March 10, 1995 (the "Form S-4, Registration No.
33-90224").
2. Bylaws as amended through February 4, 1999, incorporated herein by
reference to Exhibit 3.2 to the Form S-4, Registration No. 33-90224.
3. Form of the Registrant's 6 1/8% Note due 2033, Putable/Callable
February 1, 2003.
4. Indenture, dated as of June 5, 1995, between the Registrant and Citibank,
N.A. as trustee, incorporated herein by reference to Exhibit 4.1 of the
Registration Statement on Form S-3 of the Registrant, Registration No.
33-93214, filed on June 7, 1995.
5. Third Supplemental Indenture, dated as of January 22, 1998, between the
Registrant and Citibank, N.A. as trustee, incorporated herein by reference
to Exhibit 1 of the Form 8-K of the Registrant filed on January 22, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
January 12, 2000
NABISCO, INC.
By: /s/ James A. Kirkman III
-------------------------------------------
James A. Kirkman III
Executive Vice President, General
Counsel and Secretary
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EXHIBIT 3
FORM OF NOTE
CUSIP No.:
No. $[________]
Unless this certificate is presented by an authorized representative of The
Depository Trust Company ("DTC") to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
NABISCO, INC.
6 1/8% Note Due February 1, 2033, Putable/Callable February 1, 2003
NABISCO, INC., a New Jersey corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, at the office or agency of the Company in New York, New York, the
principal sum of $[____________] U.S. dollars on February 1, 2033, and to pay
interest in U.S. dollars at the rate determined as set forth on the reverse
hereof, semi-annually on February 1 and August 1 of each year (each an
"Interest Payment Date"), commencing August 1, 1998, on said principal sum at
said office or agency. Payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as such
address shall appear on the Security Register or by wire transfer as provided
in the Indenture. The interest so payable on any Interest Payment Date will,
subject to certain exceptions provided in the Indenture, be paid to the person
in whose name this Note is registered at the close of business on the January
17 or July 17, as the case may be, next preceding such Interest Payment Date,
whether or not such day is a Business Day (as defined herein).
Reference is made to the further provisions of this Note set forth on the
reverse hereof, including those describing the Call Option, the Put Option and
the Coupon Reset Process. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, NABISCO, INC. has caused this instrument to be signed
manually or by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
Dated:
NABISCO, INC.
By:
---------------------------------
By:
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: CITIBANK, N.A.,
as Trustee
By:
---------------------------------
Authorized Signatory
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NABISCO, INC.
6 1/8% Note Due February 1, 2033, Putable/Callable February 1, 2003
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of June 5, 1995, (as supplemented
from time to time, the "Indenture"), duly executed and delivered by the Company
to Citibank, N.A., as Trustee (herein called the "Trustee"). Reference is
hereby made to such Indenture for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase or analogous funds (if any) and
may otherwise vary as in the Indenture provided. This Note is one of a series
designated as the "61/8% Notes Due February 1, 2033, Putable/Callable February
1, 2003", limited in aggregate principal amount to $300,000,000. Subject to the
Call Option and the Put Option described below, the Notes are not redeemable
prior to maturity. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act as
in effect from time to time. The Notes are subject to all such terms and
holders are referred to the Indenture and the Trust Indenture Act for a
statement of those terms. Capitalized terms used but not defined herein shall
have the respective meanings assigned in the Indenture.
Interest Payments
The Notes will bear interest, payable on each Interest Payment Date to
holders of record on the fifteenth calendar day immediately preceding such
Interest Payment Date, at 61/8% per annum until February 1, 2003 (the "Coupon
Reset Date"), whereupon (x) if all of the Notes are purchased on such date by
the Callholder pursuant to its Call Option, the Notes shall bear interest from
and including the Coupon Reset Date to but excluding February 1, 2033 (the
"Final Maturity Date") at the Coupon Reset Rate determined in accordance with
the Coupon Reset Process described below, or (y) the Notes shall be redeemed by
the Company pursuant to the exercise of the Put Option by the Trustee on behalf
of the holders of the Notes.
Call Option; Put Option
The Callholder may exercise a call of the Notes (the "Call Option") by
notifying the Trustee by 4:00 p.m. on January 17, 2003 of its intention to
purchase all, but not less than all, of the Notes at par on the Coupon Reset
Date. If the Call Option terminates in accordance with the terms of the
Indenture, then the Trustee is obliged, without any further action by any
holder of Notes or any owner of any beneficial interest therein, to exercise on
behalf of such holders their
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right (the "Put Option") to require the Company to repurchase the Notes at par
on the Coupon Reset Date.
Coupon Reset Process
UBS Securities LLC (or its successors or assigns) will be the Calculation
Agent. If the Callholder timely exercises its Call Option and the Call Option
does not otherwise terminate in accordance with the terms of the Indenture,
then the Company and the Calculation Agent shall complete the following steps
(the "Coupon Reset Process") in order to determine the interest rate ("Coupon
Reset Rate") to be paid on the Notes from and including the Coupon Reset Date
to but excluding the Final Maturity Date:
(i) The Company shall provide the Calculation Agent with a list (a
"Dealer List"), no later than seven Business Days prior to the Coupon
Reset Date, containing the names and addresses of five dealers (one of
which shall be UBS Securities LLC) from which it desires the Calculation
Agent to obtain the Bids for the purchase of the Notes.
(ii) Within one Business Day following receipt by the Calculation
Agent of the Dealer List, the Calculation Agent shall provide to each
dealer ("Dealer") on the Dealer List (a) a copy of the Prospectus
Supplement and accompanying Prospectus relating to the Notes, (b) a copy
of the form of the Notes and (c) a written request that each such dealer
submit a Bid to the Calculation Agent by 12:00 noon, New York City time,
on the third Business Day prior to the Coupon Reset Date (the "Bid Date").
The time on the Bid Date upon which Bids will be requested may be changed
by the Calculation Agent to as late as 4:00 p.m.. As used herein,
"Business Day" means any day other than a Saturday or Sunday or a day on
which banking institutions in The City of New York are authorized or
obligated by law, executive order or governmental decree to close. "Bid"
means an irrevocable written offer given by a Dealer for the purchase
settling on the Coupon Reset Date, and shall be quoted by such Dealer as a
stated yield to maturity on the Notes ("Yield to Maturity"). Each Dealer
shall be provided with (a) the name of the Company, (b) an estimate of the
Purchase Price of the Notes (which shall be stated as a U.S. Dollar amount
and be calculated by the Calculation Agent in accordance with clause (iii)
below), (c) the principal amount and maturity of the Notes and (d) the
method by which interest will be calculated on the Notes.
(iii) The purchase price to be paid by any Dealer for the Notes (the
"Purchase Price") shall be equal to (x) the principal amount of the Notes
plus (y) a premium (a "Notes Premium") which shall be equal to the excess,
if any of (A) the discounted present value to the Coupon Reset Date of a
bond with a maturity of February 1, 2033 which has an interest rate equal
to 6.068%, semi-annual interest payments on each February 1 and August 1,
commencing August 1, 2003, on a principal amount of $300,000,000, and
assuming a discount rate equal to the Treasury Rate over (B) $300,000,000.
"Treasury Rate" means the per annum rate equal to the midpoint of the
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bid and offer side yield to maturity of the current on-the-run thirty-year
United States Treasury Security per Telerate page 500 at 11:00 a.m., New
York City time on the Bid Date (or such other date or time that may be
agreed upon by the Company and the Calculation Agent) or, if such rate
does not appear on Telerate page 500 at such time, the rates on GovPx
End-of-Day Pricing at 3:00 p.m. on the Bid Date.
(iv) Following receipt of the Bids, the Calculation Agent shall
immediately notify the Company, setting forth (a) the names of each of the
Dealers from whom the Calculation Agent received Bids, (b) the Bid
submitted by each such Dealer and (c) the Purchase Price as determined
pursuant to clause (iii) hereof. Unless the Call Option has terminated,
the Calculation Agent shall thereafter select from the Bids received the
Bid with the lowest Yield to Maturity (the "Selected Bid") and set the
Coupon Reset Rate equal to the interest rate which would amortize the
Notes Premium fully over the term of the Notes at the Yield to Maturity
indicated by the Selected Bid, provided, however, that if the Calculation
Agent has not received a timely Bid from a Dealer, the Selected Bid shall
be the lowest of all Bids received by such time and provided, further that
if any two or more of the lowest Bids submitted are equivalent, the
Company shall in its sole discretion select any of such equivalent Bids
(and such selected Bid shall be the Selected Bid).
Events of Default
In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof and the interest accrued hereon, if
any, may be declared, and upon such declaration shall become, due and payable
in the manner, with the effect and subject to, the conditions provided in the
Indenture.
Amendments to Indenture; Waivers of Defaults
The Indenture contains provisions which provide that, without prior notice
to any Holders, the Company and the Trustee may amend the Indenture and the
Securities of any series with the written consent of the holders of a majority
in principal amount of the outstanding Securities of all series affected by
such supplemental indenture (all such series voting as one class), and the
holders of a majority in principal amount of the outstanding Securities of all
series affected thereby (all such series voting as one class) by written notice
to the Trustee may waive future compliance by the Company with any provision of
the Indenture or the Securities of such series; provided that, without the
consent of each Holder of the Securities of each series affected thereby, an
amendment or waiver, including a waiver of past defaults, may not:
(i) extend the stated maturity of the principal of, or any sinking
fund obligation or any installment of interest on, such Holder's Security,
or reduce the principal amount thereof or the rate of interest thereon
(including any amount in respect of original issue discount), or any
premium payable with respect thereto, or adversely affect the rights of
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such holder under any mandatory redemption or repurchase provision or any
right of redemption or repurchase at the option of such holder, or reduce
the amount of the principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity or the
amount thereof provable in bankruptcy, or change any place of payment
where, or the currency in which, any Security or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the due date therefor;
(ii) reduce the percentage in principal amount of outstanding
Securities of the relevant series the consent of whose holders is required
for any such supplemental indenture, for any waiver of compliance with
certain provisions of the Indenture or certain Defaults and their
consequences provided for in the Indenture;
(iii) waive a Default in the payment of principal of or interest on
any Security of such holder; or
(iv) modify any of the provisions of the Indenture governing
supplemental indentures with the consent of Securityholders except to
increase any such percentage or to provide that certain other provisions
of the Indenture cannot be modified or waived without the consent of the
holder of each outstanding Security affected thereby.
It is also provided in the Indenture that, subject to certain conditions,
the holders of at least a majority in principal amount of the outstanding
Securities of all series affected (voting as a single class), by notice to the
Trustee, may waive an existing Default or Event of Default with respect to the
Securities of such series and its consequences, except a Default in the payment
of principal of or interest on any Security or in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the holder of each outstanding Security affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default with
respect to the Securities of such series arising therefrom shall be deemed to
have been cured, for every purpose of the Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.
The Indenture provides that a series of Securities may include one or more
tranches (each a "tranche") of Securities, including Securities issued in a
periodic offering. The Securities of different tranches may have one or more
different terms, including authentication dates and public offering prices, but
all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect
to sections of the Indenture concerning the execution, authentication and terms
of the Securities, redemption of the Securities, Events of Default of the
Securities, defeasance of the Securities and amendment of the Indenture, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided
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with respect to such series or tranche pursuant to a board resolution or a
supplemental indenture establishing such series or tranche.
Obligations Unconditional
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Note in the manner, at the place, at the respective times, at
the rate and in the coin or currency herein prescribed.
Form of Security
The Notes are issuable initially in the form of a definitive Registered
Security without coupons in denominations of $1,000 and any multiple of $1,000
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, and in the manner and subject to the limitations provided in the
Indenture, but without the payment of any service charge, Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations.
Holders
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of, or
on account of, the principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.
Limited Recourse
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of any indebtedness evidenced thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present, or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.
This Note shall be governed by and construed in accordance with the laws
of the State of New York.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]
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the within Note and all rights thereunder, hereby irrevocably constituting and
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appointing such person attorney to transfer such Note on the books of the
Issuer,
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with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular without alteration or enlargement or any change
whatsoever.
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