SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 1994
RJR NABISCO HOLDINGS CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10215 13-3490602
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
or Incorporation) Identification No.)
RJR NABISCO, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6388 56-0950247
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
or Incorporation) Identification No.)
1301 Avenue of the Americas, New York, NY 10019
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(Address of Principal Executive Offices of the Registrants) (Zip Code)
Registrants' telephone number, including area code 212-258-5600
<PAGE>
Item 5. Other Events.
On April 21, 1994, RJR Nabisco Holdings Corp. ("Holdings")
announced results for the first quarter of 1994, including the following:
Net income for the quarter ending March 31, 1994, before an
extraordinary item, was $194 million, down 8 percent from net
income of $210 million in the first quarter of 1993. Net income
per common share before the extraordinary item on a fully diluted
basis was $.12 for the quarter, down 25 percent from $.16 of fully
diluted net income per common share recorded in the first quarter
of 1993.
Results for the 1994 first quarter are before a $1 million
after-tax extraordinary gain for early retirement of debt and the
results for the 1993 first quarter are before a $47 million after-
tax extraordinary charge for early retirement of debt.
Before the extraordinary items in 1993 and 1994, cash net
income (net income before after-tax amortization of trademarks and
goodwill) for the 1994 first quarter was $328 million, down 5
percent from cash net income of $344 million in the comparable
quarter of the prior year.
<PAGE>
Results show significant improvement in the domestic tobacco business.
First quarter 1994 worldwide tobacco operating profits were down just 13%
compared to the prior year, a strong performance given that last year's
first quarter did not reflect the price reductions that prevailed throughout
the remainder of 1993.
Operating income in the first quarter of 1994 was $632 million,
down 7 percent from 1993 first quarter operating income of $683
million. Net sales for the 1994 first quarter were $3.57 billion,
down 4 percent from net sales of $3.74 billion in the same quarter
last year.
Tobacco Results: Domestic Margins Restored
For the first quarter of 1994, worldwide tobacco volume rose 2
percent compared to the prior year's quarter. Net sales for
worldwide tobacco operations were $1.86 billion, a 12 percent
decline from net sales of $2.10 billion in last year's first
quarter.
Worldwide operating company contribution (operating income
before amortization of trademarks and goodwill) for tobacco in the
first quarter declined 13 percent to $572 million from $659 million
in the comparable 1993 period.
Both Holdings' international and domestic tobacco results show
clear signs of strengthening and a trend towards renewed profit growth.
Domestic tobacco margins, after experiencing severe reductions in
1993, have rebounded during the 1994 first quarter to a level close
to Holdings' 1993 first quarter.
<PAGE>
Margin improvement is due primarily to restructuring
efforts to cut costs and right-size the company for today's
competitive conditions.
For international tobacco, operating company contribution in
the first quarter of $179 million gained 13 percent compared to the
prior year's period. Net sales of $727 million rose 4 percent and
volume increased 12 percent versus 1993.
International tobacco reported strong demand and share gains in
most key markets, with particularly strong performance from
operations in Western Europe, the former Soviet Union and Canada.
In Eastern Europe, the company recently announced plans for a
manufacturing operation in the Czech Republic, scheduled for start-
up at mid-year, that will allow the company to serve this market
more profitably and efficiently.
R.J. Reynolds Tobacco Company, the domestic tobacco business,
reported quarterly net sales of $1.13 billion, 19 percent less than
the net sales reported in the first quarter of 1993. Operating
company contribution of $393 million was 21 percent less than the
comparable quarter last year.
Domestic tobacco sales and profits benefited from stabilized
pricing across the board. Domestic tobacco also reported that
profits show the impact of a more favorable product mix overall.
The company noted that the spread between retail prices for
premium and savings brands has remained firm, contributing to
stable retail market shares for the more profitable full- and mid-
price brands and enhancing profitability in the savings category.
Domestic tobacco volume in the first quarter declined 9 percent
versus the prior year's quarter. The company said its volume
comparisons are influenced by industry shifts in wholesale buying
patterns in the year-ago quarter. The company also said that its
full-price volume is approximately the same as the prior year's
quarter and that its volume decline is chiefly attributable to
savings brands, reflecting the company's emphasis on profitability.
<PAGE>
Food Results: Operating Company Contribution Increases 13%
Worldwide first quarter net sales for the Nabisco Foods Group
were $1.71 billion, up 5 percent from net sales of $1.63 billion
last year. Operating company contribution was $230 million, 13
percent higher than the $203 million reported in the 1993 period.
North American Group net sales were up 6 percent and operating
company contribution increased 19 percent compared to the first
quarter of 1993. Nabisco Biscuit Company, in particular, turned in
a very strong sales and unit volume performance, continuing its
momentum from industry-leading volume gains achieved during 1993
into the first quarter. Nabisco recently announced a significant
new product effort in North America, with the introduction of
reduced-fat versions of six major cookie and cracker brands.
Regional and national roll-outs of the new products will commence
in late April.
Regarding its international operations, Nabisco reported that
sales in Latin America continue to grow, although first quarter
volumes were lower in Brazil and Mexico due to unfavorable economic
conditions. The company announced in April 1994 that it enhanced
its position in this market with the acquisition of a 71 percent
interest in Argentina-based Terrabusi, which has approximately 25
percent of that country's cookie and cracker market. In Europe,
operations in Spain and Portugal posted strong sales growth.
(table attached)
<PAGE>
RJR NABISCO HOLDINGS CORP.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Millions, Except Per Share Amounts)
Three Months Ended
March 31,
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1994 1993
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NET SALES:
Tobacco-Domestic $ 1,134 $ 1,405
-International 727 699
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Total Tobacco 1,861 2,104
Total Food 1,711 1,632
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Consolidated $ 3,572 $ 3,736
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OPERATING COMPANY CONTRIBUTION:
Tobacco-Domestic $ 393 $ 500
-International 179 159
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Total Tobacco 572 659
Total Food 230 203
Headquarters (14) (24)
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Operating company contribution 788 838
Amortization of trademarks and goodwill (156) (155)
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Operating income 632 683
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Interest and debt expense (291) (320)
Other (expense) income, net (12) 7
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Income before income taxes 329 370
Provision for income taxes 135 160
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Income before extraordinary item 194 210
Extraordinary item - (loss) gain on
early extinguishments of debt, net of
income taxes 1 (47)
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Net income (A) 195 163
Less preferred stock dividends 33 6
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Net income applicable to common stock $ 162 $ 157
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Net income (loss) per common and common
equivalent share on a fully diluted
basis:
Income before extraordinary item (B) $ 0.12 $ 0.16
Extraordinary item 0.00 (0.03)
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Net income $ 0.12 $ 0.13
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Cash net income (before extraordinary
item) $ 328 $ 344
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Average number of common and common
equivalent shares outstanding (in
thousands) 1,381,028 1,401,604
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(A) Includes a net $20 million increase related to a one-time tax benefit on
certain employee benefit transactions.
(B) If calculated on a primary basis, income before extraordinary item per
common and common equivalent share amounted to $.12 and $.15 for the three
months ended March 31, 1994 and 1993, respectively.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
RJR NABISCO HOLDINGS CORP.
RJR NABISCO, INC.
(Registrants)
By: /s/John Delucca
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Senior Vice President
and Treasurer
Dated: April 27, 1994
