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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) April 13, 1999
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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 (IRS Employer
of Incorporation) Number) 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 (IRS Employer
of Incorporation) Number) Identification No.)
1301 Avenue of the Americas
New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 258-5600
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On April 13, 1999, RJR Nabisco Holdings Corp. issued a press release, a
copy of which is attached as Exhibit 99.1 and incorporated by reference herein.
On April 13, 1999, RJR Nabisco, Inc. issued a press release, a copy of
which is attached as Exhibit 99.2 and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release dated April 13, 1999.
99.2 Press Release dated April 13, 1999.
SIGNATURE
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 thereunto duly authorized.
RJRN NABISCO HOLDINGS CORP.
RJR NABISCO, INC.
By: /s/ William L. Rosoff
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Name: William L. Rosoff
Title: Senior Vice President and
General Counsel
April 16, 1999
2
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EXHIBIT INDEX
99.1 Press Release dated April 13, 1999.
99.2 Press Release dated April 13, 1999.
EXHIBIT 99.1
News Release
CONTACT: Jason Wright
(212) 258-5770
or
Carol Makovich
(212) 258-5785
RJR NABISCO HOLDINGS CORP. ANNOUNCES TOPrS
TENDER OFFER AND CONSENT SOLICITATION
NEW YORK, NEW YORK -- April 13, 1999 -- RJR Nabisco Holdings Corp. today
commenced a cash tender offer and consent solicitation for any and all of the
$373.75 million of 9.5% Trust Originated Preferred Securities (TOPrS) of RJR
Nabisco Holdings Capital Trust II (NYSE: RNprU).
Under the terms of the tender offer and consent solicitation, holders as
of the Tuesday, April 13, 1999 record date who tender and consent will receive
a fixed price of $28.00 for each TOPrS, which includes a consent payment of
$.50, plus accrued and unpaid distributions for the period up to but excluding
the settlement date of the offer.
Holders as of the record date who deliver consents only will receive a
consent fee of $.50 for each TOPrS. Holders who acquire TOPrS after the record
date may tender each TOPrS at a fixed price of $27.50 (which does not include
the consent payment), plus the accrued and unpaid distributions. This tender
offer and consent solicitation will expire at 5:00 p.m. New York City time on
Tuesday, May 11, 1999, unless extended or terminated by RJR Nabisco. Payment
for tendered TOPrS and consents and will occur promptly after the expiration
date.
The consent covers amendments and a waiver to the TOPrS indenture to
facilitate the reorganization and debt restructuring transactions of the
company that are currently underway. The tender offer is dependent upon certain
conditions, including completion of the previously announced sale of the
international tobacco business. Full details of the terms and conditions are
included in the company's Offer to Purchase and Consent Solicitation Statement
for the TOPrS dated Tuesday, April 13, 1999. In the event that any condition of
the tender offer is not met, RJR Nabisco is under no obligation to accept
tendered TOPrS for payment.
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Merrill Lynch & Co. (888-654-8637), Morgan Stanley Dean Witter (800-
624-1808) and Salomon Smith Barney (800-558-3745) are acting as joint dealer
managers for the TOPrS tender offer and consent solicitation. In addition,
soliciting dealers will be entitled to solicitation fees in connection with the
transaction.
This press release is neither an offer to purchase the securities nor a
solicitation of consents. The tender offer and consent solicitation are made
only pursuant to the offering documents.
Holders who have any questions should contact the dealer managers at the
telephone numbers above or MacKenzie Partners, Inc., the Information Agent, at
(800-322-2885).
RJR Nabisco Holdings Corp. (NYSE: RN) is the parent company of RJR
Nabisco, Inc., an international consumer products company. RJR Nabisco's major
operating company is R. J. Reynolds Tobacco Co. RJR Nabisco also owns an 80.5
percent interest in Nabisco Holdings Corp.
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EXHIBIT 99.2
News Release
CONTACT: Jason Wright
(212) 258-5770
or
Carol Makovich
(212) 258-5785
RJR NABISCO, INC. ANNOUNCES DEBT TENDER OFFERS
AND CONSENT SOLICITATIONS
NEW YORK, NEW YORK - April 13, 1999 - RJR Nabisco, Inc. today commenced
cash tender offers and consent solicitations for any and all of approximately
$4.4 billion in debt.
The company had previously announced its intention to reduce debt using
the net proceeds from the sale of the international tobacco business. A list of
the issues to be repurchased and the specific fees for each is attached.
Under the terms of the tender offers, RJR Nabisco will offer to purchase
each debt security at prices based on the yield on the applicable United States
Treasury reference security plus a fixed spread (which varies by series of
securities), in addition to paying accrued and unpaid interest for the period
up to but excluding the settlement date of the offers. The record date for the
tender offers and consent solicitations is Tuesday, April 13, 1999. The tender
offers and consent solicitations expire at 5:00 p.m. New York City time on
Tuesday, May 11, 1999, unless extended or terminated by RJR Nabisco. Holders as
of the record date who tender securities and provide their consents by Monday,
April 26, 1999 will receive the total consideration which includes an early
repurchase premium (see attached). Holders of record who provide their consents
on or before April 26, 1999 and do not tender their securities will only be
entitled to a consent payment (see attached). Payment for tendered securities
and consents will occur promptly after the expiration date.
The consents cover amendments to indentures which will eliminate
substantially all restrictive operating and financial covenants. Elimination of
these covenants will facilitate the reorganization and debt restructuring
transactions currently underway. In addition, the transactions are expected to
improve the operating and financial flexibility of RJR Nabisco, R. J. Reynolds
Tobacco Co. and their subsidiaries.
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The tender offers are dependent upon certain conditions, including
completion of the previously announced sale of the international tobacco
business and receipt of the requisite consents to amend the indentures. Full
details of the terms and conditions are included in the company's Offer to
Purchase and Consent Solicitation Statement for the debt securities dated April
13, 1999. In the event that any conditions of a tender offer are not met, RJR
Nabisco is under no obligation to accept tendered securities for payment.
The tender offers cover all of RJR Nabisco's U.S. publicly traded debt
issues except for approximately $32 million in outstanding 8-5/8% sinking fund
debentures due March 15, 2017 and approximately $62 million in outstanding
8.30% Senior Notes due April 15, 1999. The company today called for redemption
all of the outstanding 8-5/8% sinking fund debentures on May 13, 1999, at a
redemption price equal to 103.45% of the principal amount of each debenture
plus accrued and unpaid interest to the redemption date. These debenture
holders will receive $1,048.40 for each $1,000 principal amount of debentures,
representing the $1034.50 redemption price, plus $13.90 in accrued and unpaid
interest. The 8.30% Senior Notes will be paid upon maturity later this week.
Merrill Lynch & Co. (888-654-8637) and Morgan Stanley Dean Witter
(800-624-1808) are acting as joint dealer managers for the tender offers and
consent solicitations. Financial advisors to the company are Deutsche Bank
Securities, Salomon Smith Barney and Barclays Capital. Holders who have any
questions should contact the joint dealer managers at the telephone numbers
above or MacKenzie Partners, Inc., the Information Agent, at (800-322-2885).
This press release is neither an offer to purchase the securities, nor a
solicitation of consents. The tender offers and consent solicitations are made
only pursuant to the offering documents.
RJR Nabisco Holdings Corp. (NYSE: RN) is the parent company of RJR
Nabisco, Inc., an international consumer products company. RJR Nabisco's major
operating company is R. J. Reynolds Tobacco Co. RJR Nabisco also owns an 80.5
percent interest in Nabisco Holdings Corp.
(securities list attached)
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The following table sets forth for each debt issue its title and maturity date,
the aggregate principal amount outstanding, the early repurchase premium, the
fixed spread and the consent fee offered to its holders:
<TABLE>
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Title of Securities Aggregate Principal Early Repurchase Consent Fixed
Amount Outstanding Premium* Fee* Spread
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<S> <C> <C> <C> <C>
8.00% Notes due 2000 $60,692,000 $2 $2 0.50%
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7.625% Medium Term Notes due 2000 $100,000,000 $3 $3 0.60%
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8.00% Notes due 2001 $400,000,000 $5 $5 0.70%
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7.375% Medium Term Notes due 2001 $736,000 $5 $5 0.70%
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7.63% Medium Term Notes due 2001 $362,000 $5 $5 0.70%
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6.80% Medium Term Notes due 2001 $2,696,000 $5 $5 0.70%
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8 5/8% Notes due 2002 $875,000,000 $7 $7 0.80%
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7 5/8% Notes due 2003 $750,000,000 $9 $9 0.85%
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8.75% Senior Notes due 2004 $600,000,000 $10 $10 0.90%
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8.25% Notes due 2004 $150,000,000 $10 $10 0.95%
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8.75% Senior Notes due 2005 $500,000,000 $12 $12 1.10%
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8.50% Notes due 2007 $200,000,000 $14 $14 1.35%
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8.75% Notes due 2007 $250,000,000 $14 $14 1.35%
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9.25% Debentures due 2013 $500,000,000 $19 $19 1.50%
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Maximum Total $4,389,486,000
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* Per $1,000 principal amount
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