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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )
RJR Nabisco Holdings Corporation
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(NAME OF ISSUER)
Common
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(TITLE OF CLASS OF SECURITIES)
74960K108
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(CUSIP NUMBER)
December 31, 1994
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT [x]
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(1) Names of Reporting Persons S.S. or I.R.S. Wachovia Corporation
Identification Nos. of Above Persons 56-1473727
(2) Check the Appropriate Box if a Member of a Group (a) N/A
(See Instructions)
(b) N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization North Carolina
Number of Shares
Beneficially (5) Sole Voting Power 390,476.00
Owned by Each (6) Shared Voting Power 65,408,252.00
Reporting Person (7) Sole Dispositive Power 283,281.00
With (8) Shared Dispositive Power 338,022.00
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 66,034,470.00
(10) Check if Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row 9
5.5%
(12) Type of Reporting Person
(See Instructions) HC
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<S> <C>
(1) Names of Reporting Persons S.S. or I.R.S. Wachovia Bank of North Carolina, NA
Identification Nos. of Above Persons 56-0927594
(2) Check the Appropriate Box if a Member of a Group (a) N/A
(See Instructions)
(b) N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of Shares
Beneficially (5) Sole Voting Power 109,750.00
Owned by Each (6) Shared Voting Power 65,407,852.00
Reporting Person (7) Sole Dispositive Power 121,026.00
With (8) Shared Dispositive Power 214,673.00
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 65,746,044.00
(10) Check if Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row 9
5.5%
(12) Type of Reporting Person
(See Instructions) BK
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ITEM 1 (a) NAME OF ISSUER:
RJR Holdings Incorporated
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1301 Avenue of the Americas
New York, NY 10019-6013
ITEM 2 (a) NAME OF PERSON FILING:
A. Wachovia Corporation
B. Wachovia Bank of North Carolina, NA
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
A. 301 North Main Street
Winston-Salem, North Carolina 27150-3099
B. 301 North Main Street
Winston-Salem, North Carolina 27150-3099
ITEM 2 (c) CITIZENSHIP:
A. North Carolina
B. United States
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common
ITEM 2 (e) CUSIP NUMBER:
74960K108
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-3(B), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) BROKER OR DEALER REGISTERED UNDER SECTION 15 OF
THE ACT
(b) (X ) BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT
(Wachovia Bank of North Carolina, NA)
(c) ( ) INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19)
OF THE ACT
(d) ( ) INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT
(e) ( ) INVESTMENT ADVISER REGISTERED UNDER SECTION 203
OF THE INVESTMENT ADVISERS ACT OF 1940
(f) ( ) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS
SUBJECT TO THE PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 OR
ENDOWMENT FUND; SEE 240.13D-1(B)(1)(II)(F)
(g) (X) PARENT HOLDING COMPANY, IN ACCORDANCE WITH
240.13D-1(B)(II)(G) (NOTE: SEE ITEM 7) (Wachovia
Corporation)
(h) ( ) GROUP, IN ACCORDANCE WITH 240.13D-1(B)(1)(II)(H)
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ITEM 4 OWNERSHIP.
IF THE PERCENT OF THE CLASS OWNED, AS OF DECEMBER 31 OF THE
YEAR COVERED BY THE STATEMENT, OR AS OF THE LAST DAY OF ANY
MONTH DESCRIBED IN RULE 13D-1 (B)(2), IF APPLICABLE, EXCEEDS
FIVE PERCENT, PROVIDE THE FOLLOWING INFORMATION AS OF THAT
DATE AND IDENTIFY THOSE SHARES WHICH THERE IS A RIGHT TO
ACQUIRE.
A. WACHOVIA CORPORATION
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<S> <C> <C>
(a) AMOUNT BENEFICIALLY OWNED: 66,034,470.00
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(b) PERCENT OF CLASS: 5.5%
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 390,476.00
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(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 65,408,252.00
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(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 283,281.00
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(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 338,022.00
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B. WACHOVIA BANK OF NORTH CAROLINA, NA
(a) AMOUNT BENEFICIALLY OWNED: 65,746,044.00
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(b) PERCENT OF CLASS: 5.5%
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 109,750.00
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(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 65,407,852.00
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(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 121,026.00
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(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 214,673.00
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ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
The securities to which this report relates are held by
Wachovia Bank of North Carolina, NA and Wachovia Bank
of Georgia, NA, and Wachovia Bank of South Carolina, NA
as trustees. This filing should not be construed as an
admission that the trustees or their parent, Wachovia
Corporation, are, for the purposes of Section 13(d) or
13(g) of the Act, beneficial owners of any securities
covered by this statement.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10 CERTIFICATION:
BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED
FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND
WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN
ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS
STATEMENT IS TRUE, COMPLETE AND CORRECT.
DATE: February 14, 1995
FOR: Wachovia Corporation
BY:
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Kenneth W. McAllister, Executive Vice President
CERTIFICATION:
BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED FOR
THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE
NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY
TRANSACTION HAVING SUCH PURPOSES OR EFFECT.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS
STATEMENT IS TRUE, COMPLETE AND CORRECT.
DATE: February 14, 1995
FOR: Wachovia Bank of North Carolina, NA
BY:
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Douglas G. Hartsema, Senior Vice President
