AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 25, 1995
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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)
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<PAGE>
ITEM 5. OTHER EVENTS
The press release of RJR Nabisco, Inc. (the "Company") dated May 26, 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 26, 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 30, 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
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CONTACT: Carol J. Makovich
(212) 258-5785
RJR NABISCO ANNOUNCES SUCCESSFUL COMPLETION OF
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CONSENT SOLICITATIONS, EXCHANGE OFFERS
--------------------------------------
NEW YORK, NEW YORK -- May 26, 1995 -- RJR Nabisco, Inc. announced today
that it has successfully completed its concurrent Exchange Offers and
Consent Solicitations. The company said it has received consents from the
required majorities of bondholders representing approximately $5.5 billion
of its debt to complete the Exchange Offers for up to $1.9 billion of its
debt. The expiration time of the Exchange Offers and Consent Solicitations
was midnight, May 25, 1995.
RJR Nabisco stated that it has been advised by its exchange and
consent agent, Citibank, N.A., that the final count of tendered debt issues
and consents will be available later today.
As previously announced, RJR Nabisco offered to exchange up to $1.9
billion of newly issued Nabisco, Inc. notes and debentures for the same
amount of notes and debentures issued by RJR Nabisco, Inc. The new Nabisco
notes offered in exchange for the RJR Nabisco notes will each have
principal amounts, interest rates, maturities, and redemption provisions
identical to the RJR Nabisco notes.
The company plans to commence the payment of the consent fees and the
settlement of the Exchange Offers on or about June 5, 1995. The consent
fees will be payable to the holders of record of the debt securities
included in the Consent Solicitations as of April 26, 1995 who have validly
tendered their consents.
RJR Nabisco Holdings Corp. (NYSE:RN) is the parent company of RJR
Nabisco, Inc., an international consumer products company. RJR Nabisco's
major holdings are R.J. Reynolds Tobacco Co., R.J. Reynolds Tobacco
International, Inc., and an 80.5 percent interest in Nabisco Holdings Corp.
(NYSE:NA), the parent company of Nabisco, Inc.
###
