As filed with the Securities and Exchange Commission on September 8, 1998
Registration No. 333-60811
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
<TABLE>
<S> <C> <C>
RJR Nabisco, Inc. Delaware 56-0950247
RJR Nabisco Holdings Corp. Delaware 13-3490602
RJR Nabisco Holdings Capital Trust II Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust III Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust IV Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust V Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust VI Delaware To Be Applied for
(Exact name of Registrant as (State or other jurisdiction of (I.R.S. employer
specified in its charter) incorporation or organization) identification number)
</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)
H. Colin McBride, Esq.
RJR Nabisco Holdings Corp.
RJR Nabisco, Inc.
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies to:
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
-------------------------
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities being offered only in connection
with dividend or interest reinvestment plans, please check the following box.
[X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]________
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [X]
The Registrants hereby amend this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrants shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the first
form of prospectus included in this Registration Statement also relates to
$1,000,000,000 of debt securities of RJR Nabisco, Inc. registered and remaining
unissued under Registration Statement No. 333-39995 previously filed by RJR
Nabisco, Inc. in respect of which $303,031 has been paid to the Commission as a
filing fee.
==============================================================================
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
1.1 Form of Underwriting Agreement (Debt) (incorporated herein by
reference to Exhibit 1.1 to Registration Statement on Form S-3
(No. 33-60803), filed November 12, 1997)
1.2* Form of Underwriting Agreement (Preferred Securities)
3.1 Restated Charter of RJR Nabisco, Inc., dated April 12, 1995
(incorporated herein by reference to Exhibit 3.1 to RJR Nabisco,
Inc.'s Quarterly Report on Form 10-Q, filed April 12, 1995)
3.2 Restated Charter of RJR Nabisco, Holdings Corp., dated April 12,
1995 (incorporated herein by reference to Exhibit 3.1 to RJR
Nabisco Holding Corp.'s Quarterly Report on Form 10-Q, filed
April 12, 1995)
3.3 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of RJR Nabisco Holdings Corp., dated April 12,
1995 (incorporated herein by reference to Exhibit 3.1 to RJR
Nabisco Holdings Corp.'s Quarterly Report on Form 10-Q, filed
May 19, 1995)
3.4 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of RJR Nabisco Holding Corp., dated May 13, 1994
(incorporated herein by reference to Exhibit 3.3(d) to RJR
Nabisco, Inc.'s Annual Report on Form 10-K, filed February 23,
1995)
3.5 Bylaws of RJR Nabisco Holdings Corp. as revised on December 15,
1997 (incorporated herein by reference to Exhibit 3.2 to RJR
Nabisco Holdings Corp.'s 1997 Annual Report on Form 10-K, filed
December 15, 1997)
3.6 Bylaws of RJR Nabisco, Inc. as revised on December 15, 1997
(incorporated herein by reference to Exhibit 3.2 to RJR Nabisco,
Inc.'s Annual Report on Form 10-K, filed December 15, 1997
4.1 Amended and Restated Indenture, dated as of July 24, 1995,
between RJR Nabisco, Inc. and The Bank of New York (incorporated
herein by reference to Exhibit 4.1 to RJR Nabisco, Inc.'s 1997
Annual Report on Form 10-K, filed December 15, 1997)
4.2 Indenture, dated as of September 21, 1995, as supplemented by a
First Supplemental Indenture dated as of September 21, 1995,
between RJR Nabisco, Inc. and The Bank of New York (incorporated
herein by reference to Exhibit 4.2 to the RJR Nabisco, Inc.'s
1997 Annual Report on Form 10-K, filed December 15, 1997)
4.3* Form of Supplemental Indenture to be used in connection with the
issuance of Junior Subordinated Debt Securities and Preferred
Securities (including the form of the Junior Subordinated Debt
Securities)
4.4* Certificate of Trust of RJR Nabisco Holdings Capital Trust II
4.5* Declaration of Trust of RJR Nabisco Holdings Capital Trust II
4.6* Certificate of Trust of RJR Nabisco Holdings Capital Trust III
4.7* Declaration of Trust of RJR Nabisco Holdings Capital Trust III
4.8* Certificate of Trust of RJR Nabisco Holdings Capital Trust IV
4.9* Declaration of Trust of RJR Nabisco Holdings Capital Trust IV
4.10* Certificate of Trust of RJR Nabisco Holdings Capital Trust V
4.11* Declaration of Trust of RJR Nabisco Holdings Capital Trust V
4.12* Certificate of Trust of RJR Nabisco Holdings Capital Trust VI
4.13* Declaration of Trust of RJR Nabisco Holdings Capital Trust VI
4.14* Form of Amended and Restated Declaration of Trust
4.15* Form of Guarantee Agreement between RJR Nabisco Holdings Corp.
and The Bank of New York, as Trustee, with respect to each of
RJR Nabisco Holdings Capital Trust II, III, IV, V and VI's
Preferred Securities
5.1* Opinion of H. Colin McBride
5.3* Opinion of Morris, Nichols, Arsht & Tunnell
12.1 Statement re: Computations of Ratio of Earnings to Fixed
Charges/Deficiency in the Coverage of Combined Fixed Charges by
Earnings before Fixed Charges of RJR Nabisco, Inc. (incorporated
herein by reference to Exhibit 12.1 to RJR Nabisco, Inc.'s
Annual Report on Form 10-K, filed March 27, 1998 and to Exhibit
12.3 to RJR Nabisco, Inc.'s Quarterly Report on Form 10-Q, filed
August 14, 1998)
12.2** Statement re: Computations of Ratio of Earnings to Fixed
Charges/Deficiency in the Coverage of Fixed Charges by Earnings
Before Fixed Charges for RJR Nabisco Holdings Corp.
(incorporated by reference to Exhibit 12.2 to RJR Nabisco
Holdings Corp.'s Quarterly Report on Form 10-Q, filed August 14,
1998)
12.3** Statement re: Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends/Deficiency on the
Coverage of Combined Fixed Charges and Preferred Stock Dividends
by Earnings Before Fixed Charges of RJR Nabisco Holdings Corp.
(incorporated by reference to Exhibit 12.1 to RJR Nabisco
Holdings Corp.'s Quarterly Report on Form 10-Q, filed August 14,
1998)
23.1* Consent of Deloitte & Touche LLP
23.2 Consent of H. Colin McBride (included in Exhibit 5.1)
23.4 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit
5.3)
24.1* Powers of Attorney for RJR Nabisco, Inc.
24.2* Powers of Attorney for RJR Nabisco Holdings Corp.
25.1* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Indenture
25.2* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Indenture, relating to the Junior Subordinated Debt Securities
25.3* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust II
25.4* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust III
25.5* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust IV
25.6* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust V
25.7* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust VI
25.8* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust II
25.9* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust III
25.10* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust IV
25.11* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust V
25.12* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust VI
- --------------------
* Previously filed.
** Filed herewith.
</TABLE>
EXHIBIT 12.2
RJR NABISCO HOLDINGS CORP.
COMPUTATION OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
1st Qtr.
1998 1997 1996 1995 1994 1993
-------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings before fixed charges:
Income before income taxes............... $ 13 $1,016 $1,199 $1,266 $1,375 $ 111
Less minority interest in pre-tax income
of Nabisco Holdings.................... 18 142 22 105 -- --
----- ----- ----- ----- ----- -----
Adjusted income before taxes............. (5) 874 1,177 1,161 1,375 111
Interest and debt expense................ 221 912 927 899 1,065 1,209
Interest portion of rental expense....... 15 61 56 54 51 52
----- ----- ----- ----- ----- -----
Earnings before fixed charges............. $ 231 $1,847 $2,160 $2,114 $2,491 $1,372
===== ===== ===== ===== ===== =====
Fixed charges:
Interest and debt expense................ 221 912 927 899 1,065 1,209
Interest portion of rental expense....... 15 61 56 54 51 52
Capitalized interest..................... 1 6 15 12 11 9
----- ----- ----- ----- ----- -----
Fixed charges............................. $ 237 $ 979 $ 998 $ 965 $1,127 $1,270
===== ===== ===== ===== ===== =====
Ratio of earnings to fixed charges........ -- 1.887 2.164 2.191 2.210 1.080
===== ===== ===== ===== ===== =====
Deficiency in the coverage of fixed
charges by earnings before fixed
charges................................... $(6) -- -- -- -- --
===== ===== ===== ===== ===== =====
</TABLE>
EXHIBIT 12.3
RJR NABISCO HOLDINGS CORP.
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS/DEFICIENCY IN THE COVERAGE OF
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS BY
EARNINGS BEFORE FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
1st Qtr.
1998 1997 1996 1995 1994 1993
-------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings before fixed charges:
Income before income taxes.................. $ 13 $1,016 $1,199 $1,266 $1,375 $111
Less minority interest in pre-tax income
of Nabisco Holdings....................... 18 142 22 105 -- --
----- ----- ----- ----- ----- -----
Adjusted income before taxes................ (5) 874 1,177 1,161 1,375 111
Interest and debt expense................... 221 912 927 899 1,065 1,209
Interest portion of rental expense.......... 15 61 56 54 51 52
----- ----- ----- ----- ----- -----
Earnings before fixed charges................ $ 231 $1,847 $2,160 $2,114 $2,491 $1,372
===== ===== ===== ===== ===== =====
Combined fixed charges and preferred
stock dividends:
Interest and debt expense................... 221 912 927 899 1,065 1,209
Interest portion of rental expense.......... 15 61 56 54 51 52
Capitalized interest........................ 1 6 15 12 11 9
Preferred stock dividends (1)............... 15 153 307 411 594 368
----- ----- ----- ----- ----- -----
Combined fixed chargesand preferred
stock dividends.............................. $ 252 $1,132 $1,305 $1,376 $1,721 $1,638
===== ===== ===== ===== ===== =====
Ratio of earnings to combined fixed
charges and preferred stock
dividends................................ -- 1.632 1,655 1,536 1,447 --
===== ===== ===== ===== ===== =====
Deficiency in the coverage of combined
fixed charges and preferred stock
dividends by earnings before fixed
charges...................................... $ (21) -- -- -- -- $(266)
===== ===== ===== ===== ===== =====
- -------------
(1) Preferred stock dividends have been increased to present their equivalent
pre-tax amounts, as applicable.
</TABLE>
Incorporation By Reference of Registration
Statement on Form S-3 (File No.:333-60811)
RJR Nabisco, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on From S-3 in its entirety Registration Statement on
Form S-3 (File Nos.: 333-6811, 333-60811-01, 333-60811-02, 333-60811-03,
333-60811-04, 333-60811-05 and 333-60811-06), as amended, declared effective
at August 31, 1998 by the Securities and Exchange Commission including each
document incorporated or deemed to be incorporated by reference therein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR
Nabisco, Inc. has duly caused this Amendment No. 2 to this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 8th day
of September, 1998.
RJR NABISCO, INC.
By: /s/ H. Colin McBride
---------------------------------------
Senior Vice President,
Associate General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven F. Goldstone Chairman and Chief Executive September 8, 1998
- ----------------------------- Officer (Principal Executive
Steven F. Goldstone Officer)
/s/ David B. Rickard Senior Vice President and Chief September 8, 1998
- ----------------------------- Financial Officer (Principal
David B. Rickard Financial Officer)
/s/ Richard G. Russell Senior Vice President and September 8, 1998
- ----------------------------- Controller (Principal
Richard G. Russell Accounting Officer)
* Director September 8, 1998
- -----------------------------
John T. Chain, Jr.
* Director September 8, 1998
- -----------------------------
Julius L. Chambers
* Director September 8, 1998
- -----------------------------
John L. Clendenin
* Director September 8, 1998
- -----------------------------
Ray J. Groves
* Director September 8, 1998
- -----------------------------
Fred H. Langhammer
* Director September 8, 1998
- -----------------------------
H. Eugene Lockhart
* Director September 8, 1998
- -----------------------------
Theodore E. Martin
* Director September 8, 1998
- -----------------------------
Rozanne L. Ridgway
*By /s/ H. Colin McBride
--------------------------
H. Colin McBride
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR
Nabisco Holdings Corp. has duly caused this Amendment No. 2 to this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 8th day of September, 1998.
RJR NABISCO HOLDINGS CORP.
By: /s/ H. Colin McBride
---------------------------------------
H. Colin McBride
Senior Vice President,
Associate General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven F. Goldstone Chairman and Chief Executive September 8, 1998
- ------------------------------- Officer (Principal Executive
Steven F. Goldstone Officer)
/s/ David B. Rickard Senior Vice President and September 8, 1998
- ------------------------------- Chief Financial Officer
David B. Rickard (Principal Financial Officer)
/s/Richard G. Russell Senior Vice President and September 8, 1998
- ------------------------------- Controller (Principal
Richard G. Russell Accounting Officer)
* Director September 8, 1998
- -------------------------------
John T. Chain, Jr.
* Director September 8, 1998
- -------------------------------
Julius L. Chambers
* Director September 8, 1998
- -------------------------------
John L. Clendenin
* Director September 8, 1998
- -------------------------------
Ray J. Groves
* Director September 8, 1998
- -------------------------------
Fred H. Langhammer
* Director September 8, 1998
- -------------------------------
H. Eugene Lockhart
* Director September 8, 1998
- -------------------------------
Theodore E. Martin
* Director September 8, 1998
- -------------------------------
Rozanne L. Ridgway
*By /s/ H. Colin McBride
------------------------------
H. Colin McBride
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust II certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 2 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST II
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust III certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 2 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST III
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust IV certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 2 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST IV
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust V certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 2 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST V
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust VI certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 2 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8th day of September, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST VI
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
