As filed with the Securities and Exchange Commission on May 22, 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 18, 1995
RJR Nabisco, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1-6388 56-0950247
(Commission file number) (I.R.S. Employer Identification No.)
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 18, 1995,
filed herewith as Exhibit 1, and the Company's advertisement dated May 19, 1995,
filed herewith as Exhibit 2, are herein incorporated by reference.
Item 7. Financial Statements and Exhibits
Exhibits
1. Press Release of RJR Nabisco, Inc. dated May 18, 1995.
2. Advertisement of RJR Nabisco, Inc. dated May 19, 1995.
<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 19, 1995.
RJR NABISCO, INC.
By: /s/ Jo-Ann Ford
----------------------------
Jo-Ann Ford
Senior Vice President, Law
and Secretary
Exhibit 1
[RJR NABISCO LOGO]
N E W S R E L E A S E
-----------------------
CONTACT: Carol J. Makovich
(212) 258-5785
RJR NABISCO AMENDS CONSENT SOLICITATIONS
----------------------------------------
NEW YORK, NEW YORK -- May 18, 1995 -- RJR Nabisco, Inc.
announced today that it has amended the previously announced
Consent Solicitations relating to approximately
$3.6 billion of its debt. The specific fees for each consent
issue are attached.
. The company stated that these increased consent
solicitation fees represent its highest and best offer and
that the fees payable in the Consent Solicitations will not
be increased under any circumstances.
. The company believes that this amendment will result in
the successful completion of the Exchange Offers and Consent
Solicitations. Completion of these transactions offers
substantial benefit to all bondholders, as well as to RJR
Nabisco and Nabisco. If the transactions are not completed,
these benefits will not be realized, no consent fees will be
paid and no bonds will be exchanged.
. Except for the increase in fees, the terms and
conditions of the Consent Solicitations remain unchanged.
Holders of the approximately $1.9 billion of debt securities
included in the concurrent Exchange Offers are not affected
by this amendment.
. The expiration time of the Exchange Offers and Consent
Solicitations has been extended to 12:00 midnight EDT, on May
25, 1995.
. If the Exchange Offers and Consent Solicitations are not
completed as scheduled, RJR Nabisco said that it would
consider all options, including termination of the Exchange
Offers and Consent Solicitations. In that event, Nabisco
will maintain its current bank facilities and its existing
intercompany financing relationship with RJR Nabisco and
will, if necessary, establish other short-term financing
facilities.
The company stated that it is modifying the consent fee
structure in response to broad feedback from holders of its
debt securities. The company believes that the increased
fees reflect market expectations and are fair and reasonable,
particularly since the debt securities of both RJR Nabisco
and Nabisco will maintain investment grade ratings after the
completion of the Exchange Offers and Consent Solicitations.
-more-
<PAGE>
RJR Nabisco/2
Subject to the terms and conditions of the Consent
Solicitations, the consent fees are payable to the holders of
record of the debt securities included in the Consent
Solicitations as of the record date: April 26, 1995.
Merrill Lynch & Co. and Morgan Stanley & Co.
Incorporated are acting as co-dealer/managers for the
Exchange Offers and co-solicitation agents for the Consent
Solicitations.
No new materials will be sent to holders of the debt
securities included in the Exchange Offers and Consent
Solicitations as a result of this amendment. Holders of the
debt securities included in the Consent Solicitations who
have already consented or who use the letters of consent that
they previously received will receive the increased fees
described in the attached table without any further action if
the Exchange Offers and Consent Solicitations are completed.
The Exchange Offers and Consent Solicitations are being
made by means of a prospectus and consent solicitation
statement, respectively, and all the related documents have
already been forwarded to the holders of the RJR Nabisco debt
securities. This communication shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which
such offer, solicitation or sale is unlawful under the
securities laws of any such State. The Exchange Offers are
being made only by means of a prospectus.
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.
(Consent Information Attached)
-more-
<PAGE>
RJR Nabisco/3
Consent Notes and Fees
Set forth below are the consent fees (per $1,000 principal amount) now
being offered to holders of the specified debt issues:
Description of Securities Outstanding Consent Fee Per
Aggregate $1,000
Principal Principal
Amount Amount
7.625% Notes due September 1, 2000 $100,000,000 $12.50 (1.25%)
8.625% Notes due December 1, 2002 $875,000,000 $16.00 (1.60%)
7.625% Notes due September 15, 2003 $750,000,000 $17.00 (1.70%)
5.25% Notes due September 15, 1995 $100,000,000 $2.50 (0.25%)
5.70% Medium-Term Notes due $5,000,000 $2.50 (0.25%)
August 11, 1995
5.71% Medium-Term Notes due $1,500,000 $2.50 (0.25%)
August 11, 1995
5.70% Medium-Term Notes due $1,000,000 $2.50 (0.25%)
August 11, 1995
5.67% Medium-Term Notes due $5,000,000 $2.50 (0.25%)
August 11, 1995
5.68% Medium-Term Notes due $1,000,000 $2.50 (0.25%)
August 14, 1995
5.29% Medium-Term Notes due $6,000,000 $2.50 (0.25%)
September 18, 1995
5.93% Medium-Term Notes due $5,000,000 $3.50 (0.35%)
February 5, 1996
5.92% Medium-Term Notes due $7,000,000 $3.50 (0.35%)
February 8, 1996
5.56% Medium-Term Notes due $5,000,000 $3.50 (0.35%)
March 4, 1996
Floating Rate Medium-Term Notes $100,000,000 $3.50 (0.35%)
due June 19, 1996
6.25% Medium-Term Notes due $15,000,000 $3.50 (0.35%)
January 31, 1997
6.58% Medium-Term Notes due $8,000,000 $3.50 (0.35%)
February 10, 1997
9.25% Debentures due August 15, $500,000,000 $25.00 (2.50%)
2013
8.75% Notes due August 15, 2005 $500,000,000 $20.00 (2.00%)
8.75% Senior Notes due April $600,000,000 $17.50 (1.75%)
15, 2004
Maximum Total $3,584,500,000 $61,788,750
(May 18, 1995)
# # #
Exhibit 2
This announcement is not a solicitation of consents. The Consent Solicitations
are being made only pursuant to the Consent Solicitation Statement dated
April 27, 1995, as amended.
$3,584,500,000
RJR NABISCO, INC.
HAS AMENDED ITS
SOLICITATIONS OF CONSENTS
TO INCREASE THE CONSENT FEES TO BE PAID
Relating to
$3,584,500,000 Aggregate Principal Amount
of Certain of its Outstanding Notes and Debentures
RJR Nabisco, Inc. ("RJRN") has amended its solicitations of consents (the
"Consent Solicitations"), upon the terms and subject to the conditions set
forth in the Consent Solicitation Statement, dated April 27, 1995 (as amended,
the "Consent Solicitation Statement"), to certain proposed amendments
(collectively, the "Proposed Amendments") to the two indentures (the
"Indentures") pursuant to which certain outstanding debt securities of RJRN
listed below (the "Securities") have been issued, to increase the consent fees
to be paid. All of the terms and conditions of the Consent Solicitations other
than the amended consent fees remain the same. The Consent Solicitations and
related transactions are designed, among other things, to enable Nabisco, Inc.
("Nabisco") to obtain long-term debt financing independent of RJRN.
Subject to the conditions set forth in the Consent Solicitation Statement,
RJRN will, promptly after the Expiration Time (as defined below) and the
satisfaction of such conditions, pay to the holders of record of Securities as
of the close of business on April 26, 1995 who have delivered to the Consent
Agent (and not revoked) a valid consent in respect of such Securities prior to
the Expiration Time, the amended consent fee, for each $1,000 in principal
amount of the Securities in respect of which such Consent has been delivered,
specified in the chart below.
<TABLE><CAPTION>
Outstanding Aggregate Consent Fee Per
Description of Securities CUSIP Principal Amount $1,000 Principal Amount
------------------------- ----- --------------------- -----------------------
<S> <C> <C> <C>
7.625% Notes due 9/1/2000 74960VAP9 $100,000,000 $12.50 (1.25%)
8-5/8% Notes due 12/1/2002 74960LAX4 $875,000,000 $16.00 (1.60%)
7-5/8% Notes due 9/15/2003 74960LAY2 $750,000,000 $17.00 (1.70%)
5-1/4% Notes due 9/15/1995 74960VAR5 $100,000,000 $ 2.50 (0.25%)
5.70% Medium-Term Notes due 8/11/1995 74960VAB0 $ 5,000,000 $ 2.50 (0.25%)
5.71% Medium-Term Notes due 8/11/1995 74960VAD6 $ 1,500,000 $ 2.50 (0.25%)
5.70% Medium-Term Notes due 8/11/1995 74960VAE4 $ 1,000,000 $ 2.50 (0.25%)
5.67% Medium-Term Notes due 8/11/1995 74960VAH7 $ 5,000,000 $ 2.50 (0.25%)
5.68% Medium-Term Notes due 8/14/1995 74960VAJ3 $ 1,000,000 $ 2.50 (0.25%)
5.29% Medium-Term Notes due 9/18/1995 74960VAS3 $ 6,000,000 $ 2.50 (0.25%)
5.93% Medium-Term Notes due 2/5/1996 74960VAY0 $ 5,000,000 $ 3.50 (0.35%)
5.92% Medium-Term Notes due 2/8/1996 74960VAZ7 $ 7,000,000 $ 3.50 (0.35%)
5.56% Medium-Term Notes due 3/4/1996 74960VBH6 $ 5,000,000 $ 3.50 (0.35%)
Floating Rate Medium-Term Notes due 6/19/1996 74960VBK9 $100,000,000 $ 3.50 (0.35%)
6.25% Medium-Term Notes due 1/31/1997 74960VBG8 $ 15,000,000 $ 3.50 (0.35%)
6.58% Medium-Term Notes due 2/10/1997 74960VBA1 $ 8,000,000 $ 3.50 (0.35%)
9-1/4% Debentures due 8/15/2013 74960LBC9 $500,000,000 $25.00 (2.50%)
8-3/4% Notes due 8/15/2005 74960LBA3 $500,000,000 $20.00 (2.00%)
8.75% Senior Notes due 4/15/2004 74960LAU0 $600,000,000 $17.50 (1.75%)
</TABLE>
Concurrently with the Consent Solicitations, RJRN is offering to exchange (the
"Exchange Offers") debt securities to be issued by Nabisco for certain RJRN
debt securities, other than the Securities, in an aggregate principal amount
of $1,917,650,000, and soliciting consents from the holders of such RJRN debt
securities to certain proposed amendments to the three indentures pursuant to
which such RJRN debt securities were issued. The completion of each of the
Exchange Offers is a condition, among others, to the completion of each of the
Consent Solicitations and the completion of each of the Consent Solicitations
is a condition, among others, to the completion of each of the Exchange Offers.
All of the terms and conditions of the Exchange Offers remain the same.
EACH CONSENT SOLICITATION AND EACH EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT
NEW YORK CITY TIME, ON MAY 25, 1995 UNLESS EXTENDED (THE "EXPIRATION TIME").
<PAGE>
Holders of the debt securities included in the Consent Solicitations who have
already consented or who use the Letters of Consent previously furnished will
receive the increased fees described above without any further action if the
Exchange Offers and Consent Solicitations are completed.
Any requests for copies of the Consent Solicitation Statement or questions
concerning the procedures for delivering consents may be directed to the
Information Agent. Questions concerning the procedures for delivering
consents may also be directed to the Consent Agent. Any questions concerning
the terms of the Consent Solicitations may be directed to the Co-Solicitation
Agents.
The Information Agent for the The Consent Agent for the Consent
Consent Solicitations is: Solicitations is:
Mackenzie Partners, Inc. Citibank, N.A.
[logo] 111 Wall Street, Fifth Floor
156 Fifth Avenue New York, New York
New York, New York 10010 1-800-422-2066 (Toll Free)
(212) 929-5500 (Call Collect)
1-800-322-2885 (Toll Free)
The Co-Solicitation Agents for the Consent Solicitations are:
Merrill Lynch & Co. Morgan Stanley & Co.
World Financial Center Incorporated
North Tower - Seventh Floor 1221 Avenue of the Americas, Fifth Floor
New York, New York 10281 New York, New York 10020
(212) 449-4906 (Call Collect) Attention: Liability Management Group
(212) 449-1198 (Call Collect) (212) 296-2028 (Call Collect)
1-800-937-0531 (Toll Free) 1-800-545-9208; extension 2028 (Toll Free)
Attention: Chris Whitman or Attention: Jonah Hirsch
Peter Klosowicz
May 19, 1995
