AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 24, 1995
-------------------
RJR NABISCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1-6388 56-0950247
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 258-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
The press release of RJR Nabisco, Inc. (the "Company") dated May 24, 1995,
filed herewith as Exhibit 1 is herein incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
1. Press Release of RJR Nabisco, Inc. dated May 24, 1995.
2
<PAGE>
SIGNATURES
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, in the City of New York, on May 25, 1995.
RJR NABISCO INC.
By: /s/ JO-ANN FORD
. . . . . . . . . . . . . . .
Jo-Ann Ford
Senior Vice President, Law
and Secretary
3
Exhibit 1
RJR
NABISCO NEWS RELEASE
--------------------------------------------------------------------------------
CONTACT: Carol J. Makovich
(212) 258-5785
RJR NABISCO: RESPONSE TO FEE AMENDMENT POSITIVE:
------------------------------------------------
NABISCO ANNOUNCES INTENTION TO REDEEM DEBT
------------------------------------------
NEW YORK, NEW YORK -- (May 24, 1995) -- RJR Nabisco, Inc., a subsidiary of RJR
Nabisco Holdings Corp. (NYSE: RN), said today that the market's response to the
amended consent fee for its previously announced consent solicitations has been
positive. The company said it is pleased with the feedback from bondholders
since the announcement of the amended fees structure. The company also said that
it is optimistic that the consent solicitations and previously announced
exchange offers, which expire tomorrow night at midnight, will be successful.
Separately, Nabisco, Inc., a wholly owned subsidiary of Nabisco Holdings
Corp. (NYSE: NA), today announced that, pending completion of the exchange
offers and consent solicitations, it intends to call for redemption all of the
$440.65 million in outstanding 8.625% Sinking Fund Debentures due 2017, at the
call price specified in the indenture. Following completion of the exchange
offers, these bonds will be a Nabisco debt issue. The bonds would be called
shortly after the closing of the exchange offers and consent solicitations,
currently scheduled for early June. The company said that, based on the current
interest rate environment, it is financially beneficial for Nabisco to take
this action.
RJR Nabisco Holdings Corp is the parent company of RJR Nabisco, Inc., an
international consumer products company. RJR Nabisco's major operating companies
are R.J. Reynolds Tobacco Co. and R.J. Reynolds Tobacco International, Inc.
RJR Nabisco also owns 80.5 percent of Nabisco Holdings Corp.
# # #
