Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
RJR Nabisco Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-3490602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1301 Avenue of the Americas
New York, New York 10019
(Address, including zip code, of registrant's principal executive office)
_______________
RJR NABISCO CAPITAL INVESTMENT PLAN
(Full title of the plan)
_______________
Lawrence R. Ricciardi, Esq.
RJR NABISCO HOLDINGS CORP.
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600
(Name, address and telephone number, including area code, of agent for
service)
_______________
Copies to:
David J. Sorkin, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to Offering Aggregate Amount of
be Registered be Price Offering Registration
Registered Per Share(1) Price Fee(1)
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share . 5,000,000 shares $5.8125 $29,062,500.00 $10,021.55
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933 the proposed
maximum offering price per share and the registration fee relating to
the Common Stock being registered have been based on the average of
the high and low prices of the Common Stock reported on the New York
Stock Exchange-Composite Tape on June 24, 1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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<PAGE>
Pursuant to General Instruction E for registration
statements on Form S-8, the contents of the Registration
Statement on Form S-8 of RJR Nabisco Holdings Corp., a Delaware
corporation, relating to the RJR Nabisco Capital Investment Plan
(formerly named the RJR Nabisco Capital Accumulation Plan) (the
"Plan"), file number 33-40395, filed with the Securities and
Exchange Commission on May 6, 1991, are incorporated herein by
reference.
PART I
------
Item 1. Plan Information
Not required to be filed with this Registration
Statement
Item 2. Registrant Information and Employee Plan Annual
Information
Not required to be filed with this Registration
Statement
Part II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Not required to be filed with this Registration
Statement pursuant to General Instruction E for registration
statements on Form S-8.
Item 4. Description of Securities
Not required to be filed with this Registration
Statement pursuant to General Instruction E for registration
statements on Form S-8.
Item 5. Interests of Named Experts and Counsel
Not required to be filed with this Registration
Statement pursuant to General Instruction E for registration
statements on Form S-8.
Item 6. Indemnification of Directors and Officers
Not required to be filed with this Registration
Statement pursuant to General Instruction E for registration
statements on Form S-8.
Item 7. Exemption from Registration Claimed
Not required to be filed with this Registration
Statement pursuant to General Instruction E for registration
statements on Form S-8.
<PAGE>
Item 8. Exhibits
4.1(a) Amended and Restated Certificate of Incorporation of
RJR Nabisco Holdings Corp., filed October 1, 1990
(incorporated by reference to Exhibit 3.1 to Amendment
No. 4 filed on October 2,1990, to the Registration
Statement on Form S-4 of RJR Nabisco Holdings Corp.,
Registration No. 33-36070, filed on July 25, 1990, as
amended (the "Form S-4, Registration No. 33-36070")).
4.1(b) Certificate of Amendment to Amended and Restated
Certificate of Incorporation of RJR Nabisco
Holdings Corp., filed January 29, 1991
(incorporated by reference to Exhibit 3.1(a) to
Amendment No. 3, filed on January 31, 1991, to the
Registration Statement on Form S-4 of RJR Nabisco
Holdings Corp., Registration No. 33-38227).
4.1(c) Certificate of Designation of ESOP Convertible
Preferred Stock, filed April 10, 1991
(incorporated by reference to Exhibit 3.1(b) to
Amendment No. 2 filed on April 11, 1991, to the
Registration Statement on Form S-1 of RJR Nabisco
Holdings Corp., Registration No. 33-39532, filed
on March 20, 1991).
4.1(d) Certificate of Designation of Series A Conversion
Preferred Stock, filed November 7, 1991
(incorporated by reference to Exhibit 3.1(c) to
Amendment No. 3, filed on November 1, 1991, to the
Registration Statement on Form S-1 of RJR Nabisco
Holdings Corp., Registration No. 33-43137, filed
October 2, 1991).
4.1(e) Certificate of Amendment to Amended and Restated
Certificate of Incorporation of RJR Nabisco
Holdings Corp., filed December 16, 1991
(incorporated by reference to Exhibit 3.1(d) of
the Annual Report on Form 10-K of RJR Nabisco
Holdings Corp., RJR Nabisco Holdings Group, Inc.,
RJR Nabisco Capital Corp. and RJR Nabisco, Inc.
for the fiscal year ended December 31, 1991, File
Nos. 1-10215, 1-10214, 1-10248 and 1-6388).
4.1(f) Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of RJR
Nabisco Holdings Corp. (relating to the
authorization of the issuance of additional shares
of Common Stock) filed April 6, 1993 (incorporated
by reference to Exhibit 3.3 of the Quarterly
Report on Form 10-Q of RJR Nabisco Holdings Corp.
and RJR Nabisco, Inc. for the fiscal quarter ended
March 31, 1993, filed April 30, 1993.
<PAGE>
4.1(g) Certificate of Designation of Series B Cumulative
Preferred Stock, filed August 16, 1993
(incorporated by reference to Exhibit 3.1(g) of
the Annual Report on Form 10-K of RJR Nabisco
Holdings Corp. and RJR Nabisco, Inc. for the
fiscal year ended December 31, 1993, File Nos. 1-
10215 and 1-6388 (the "1993 Form 10-K").
4.1(h) Certificate of Designation of Series C Conversion
Preferred Stock, filed May 6, 1994 (incorporated by
reference to Exhibit 4.1(h) to the Registration
Statement on Form S-8 of RJR Nabisco Holdings Corp.
relating to the Nabisco Brands de Puerto Rico, Inc.
Capital Accumulation Plan, filed July 1, 1994).
4.2 Amended and Restated By-laws of RJR Nabisco Holdings
Corp., as amended, effective January 20, 1994
(incorporated by reference to Exhibit 3.2 to the 1993
Form 10-K).
5 Opinion of Simpson Thacher & Bartlett regarding the
legality of any original issuance securities being
registered.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5).
24 Power of Attorney.
Item 9. Undertakings
Not required to be filed with this Registration Statement
pursuant to General Instruction E for registration statements
on Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New
York, on this 1st day of July, 1994.
RJR NABISCO HOLDINGS CORP.
By: Lawrence R. Ricciardi
-----------------------------
Lawrence R. Ricciardi
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities indicated on July 1,
1994.
Signature Title
--------- -----
* Chairman of the Board
-----------------------
Charles M. Harper and Chief Executive Officer,
Director
* Executive Vice President and
-----------------------
Stephen R. Wilson Chief Financial Officer
* Senior Vice President and Controller
-----------------------
Robert S. Roath
* Director
-----------------------
John T. Chain, Jr.
* Director
-----------------------
John L. Clendenin
* Director
-----------------------
James H. Greene, Jr.
* Director
-----------------------
H. John Greeniaus
* Director
-----------------------
James W. Johnston
* Director
-----------------------
Henry R. Kravis
* Director
-----------------------
John G. Medlin, Jr.
<PAGE>
* Director
-----------------------
Paul E. Raether
* Director
-----------------------
Lawrence R. Ricciardi
* Director
-----------------------
Rozanne L. Ridgway
* Director
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Clifton S. Robbins
* Director
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George R. Roberts
* Director
-----------------------
Scott M. Stuart
* Director
-----------------------
Michael T. Tokarz
* By: Jo-Ann Ford
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Jo-Ann Ford
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on the 1st day of July,
1994.
RJR NABISCO CAPITAL INVESTMENT PLAN
H. Colin McBride
------------------------------------
H. Colin McBride
Secretary, RJR Employee
Benefits Committee
<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit
------- ----------------------
4.1(a) - Amended and Restated Certificate of Incorporation of
RJR Nabisco Holdings Corp., filed October 1, 1990
(incorporated by reference to Exhibit 3.1 to Amendment
No. 4 filed on October 2,1990, to the Registration
Statement on Form S-4 of RJR Nabisco Holdings Corp.,
Registration No. 33-36070, filed on July 25, 1990, as
amended (the "Form S-4, Registration No. 33-36070")).
4.1(b) - Certificate of Amendment to Amended and Restated
Certificate of Incorporation of RJR Nabisco
Holdings Corp., filed January 29, 1991
(incorporated by reference to Exhibit 3.1(a) to
Amendment No. 3, filed on January 31, 1991, to the
Registration Statement on Form S-4 of RJR Nabisco
Holdings Corp., Registration No. 33-38227).
4.1(c) - Certificate of Designation of ESOP Convertible
Preferred Stock, filed April 10, 1991
(incorporated by reference to Exhibit 3.1(b) to
Amendment No. 2 filed on April 11, 1991, to the
Registration Statement on Form S-1 of RJR Nabisco
Holdings Corp., Registration No. 33-39532, filed
on March 20, 1991).
4.1(d) - Certificate of Designation of Series A Conversion
Preferred Stock, filed November 7, 1991
(incorporated by reference to Exhibit 3.1(c) to
Amendment No. 3, filed on November 1, 1991, to the
Registration Statement on Form S-1 of RJR Nabisco
Holdings Corp., Registration No. 33-43137, filed
October 2, 1991).
4.1(e) - Certificate of Amendment to Amended and Restated
Certificate of Incorporation of RJR Nabisco
Holdings Corp., filed December 16, 1991
(incorporated by reference to Exhibit 3.1(d) of
the Annual Report on Form 10-K of RJR Nabisco
Holdings Corp., RJR Nabisco Holdings Group, Inc.,
RJR Nabisco Capital Corp. and RJR Nabisco, Inc.
for the fiscal year ended December 31, 1991, File
Nos. 1-10215, 1-10214, 1-10248 and 1-6388).
4.1(f) - Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of RJR
Nabisco Holdings Corp. (relating to the
authorization of the issuance of additional shares
of Common Stock) filed April 6, 1993 (incorporated
by reference to Exhibit 3.3 of the Quarterly
Report on Form 10-Q of RJR Nabisco Holdings Corp.
and RJR Nabisco, Inc. for the fiscal quarter ended
March 31, 1993, filed April 30, 1993).
4.1(g) - Certificate of Designation of Series B Cumulative
Preferred Stock, filed August 16, 1993
(incorporated by reference to Exhibit 3.1(g) of
the Annual Report on Form 10-K of RJR Nabisco
Holdings Corp. and RJR Nabisco, Inc. for the
fiscal year ended December 31, 1993, File Nos. 1-
10215 and 1-6388 (the "1993 Form 10-K").
4.1(h) - Certificate of Designation of Series C Conversion
Preferred Stock, filed May 6, 1994 (incorporated by
reference to Exhibit 4.1(h) to the Registration
Statement on Form S-8 of RJR Nabisco Holdings Corp.
relating to the Nabisco Brands de Puerto Rico, Inc.
Capital Accumulation Plan, filed July 1, 1994).
4.2 - Amended and Restated By-laws of RJR Nabisco Holdings
Corp., as amended, effective January 20, 1994
(incorporated by reference to Exhibit 3.2 to the 1993
Form 10-K).
5 - Opinion of Simpson Thacher & Bartlett regarding the
legality of any original issuance securities begin
registered
23.1 - Consent of Deloitte & Touche
23.2 - Consent of Simpson Thacher & Bartlett (included in
Exhibit 5)
24 - Power of Attorney
SIMPSON THACHER & BARTLETT
A Partnership which includes Professional Corporations
425 Lexington Avenue
New York, New York 10017
BY EDGAR TRANSMISSION July 1, 1994
---------------------
RJR Nabisco Holdings Corp.
1301 Avenue of the Americas
New York, New York 10019
Ladies & Gentlemen:
We have acted as your counsel in connection with the
Registration Statement on Form S-8 (the "Registration
Statement") of RJR Nabisco Holdings Corp., a Delaware
corporation (the "Company"), which you intend to file with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating, among other
things, to the acquisition by employees of the Company or one
or more of its subsidiaries who are participants in the RJR
Nabisco Capital Investment Plan (the "Plan") of up to
5,000,000 shares (the "Shares") of common stock, par value
$.01 per share (the "Common Stock"), of the Company. We
understand that the Plan provides that it will acquire Shares
for distribution to its participants by means of purchases of
Shares by the Trustee of the Plan at their then fair market
value (i) in the open market, (ii) in privately negotiated
transactions or (iii) at the option of the Company, from the
Company.
We have examined an executed copy of the Registration
Statement (including the exhibits thereto) and originals, or
<PAGE>
RJR Nabisco Holdings Corp. -2- July 1, 1994
copies certified or otherwise identified to our satisfaction,
of such documents and records of the Company and we have made
such other and further investigations as we deemed necessary
to enable us to express the opinions hereinafter set forth.
We hereby advise you that in our opinion, assuming
effectiveness of the Registration Statement under the
Securities Act:
If the Company exercises its option under the
Plan to authorize the original issuance of Shares
to the Trustee of the Plan, such originally
issued Shares, when duly authorized, issued and
sold as contemplated by the Registration
Statement and the Plan, will be legally issued,
fully paid and non-assessable.
A member of Simpson Thacher & Bartlett owns shares of
Common Stock which represent less than 0.1% of the currently
outstanding shares of Common Stock.
We are members of the Bar of the State of New York
and we express no opinion herein other than with respect to
the laws of the State of New York, the federal law of the
United States of America and the Delaware General Corporation
Law.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SIMPSON THACHER & BARTLETT
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) of RJR Nabisco Holdings Corp. pertaining to the
RJR Nabisco Capital Investment Plan of our report dated February 1, 1994
(except with respect to the subsequent event discussed in Note 17,
as to which the date is February 24, 1994), appearing in the Annual
Report on Form 10-K of RJR Nabisco Holdings Corp. for the year ended
December 31, 1993.
Deloitte & Touche
New York, New York
June 30, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned, being a director or officer, or both, of RJR NABISCO
HOLDINGS CORP., a Delaware Corporation (the "Company"), do hereby
make, constitute and appoint, Jo-Ann Ford, Joan E. Gmora and H.
Colin McBride, and each of them, attorneys-in-fact and agents of
the undersigned with full power and authority of substitution and
resubstitution, in any and all capacities, to execute for an on
behalf of the undersigned the Registration Statement on Form S-8
relating to the sale of shares of common stock of the Company
pursuant to the RJR Nabisco Capital Investment Plan and any and
all amendments or supplements to the foregoing Registration Statement
and any other documents and instruments incidental thereto, and to
deliver and file the same, with all exhibits thereto, and all
documents and instruments in connection therewith, with the
Securities and Exchange Commission, and with each exchange on which
any class of securities of the Company is registered, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing that said
attorneys-in-fact and agents, and each of them, deem advisable or
necessary to enable the Company to effectuate the intents and
purposes hereof, and the undersigned hereby fully ratify and confirm
all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
subscribed his or her name, this 1st of July, 1994.
Signature Title
--------- -----
Charles M. Harper Chairman of the Board
-----------------------
Charles M. Harper and Chief Executive Officer,
Director
Stephen R. Wilson Executive Vice President and
-----------------------
Stephen R. Wilson Chief Financial Officer
Robert S. Roath Senior Vice President and Controller
-----------------------
Robert S. Roath
John T. Chain, Jr. Director
-----------------------
John T. Chain, Jr.
John L. Clendenin Director
-----------------------
John L. Clendenin
James H. Greene, Jr. Director
-----------------------
James H. Greene, Jr.
<PAGE>
H. John Greeniaus Director
-----------------------
H. John Greeniaus
James W. Johnston Director
-----------------------
James W. Johnston
Henry R. Kravis Director
-----------------------
Henry R. Kravis
John G. Medlin, Jr. Director
-----------------------
John G. Medlin, Jr.
Paul E. Raether Director
-----------------------
Paul E. Raether
Lawrence R. Ricciardi Director
-----------------------
Lawrence R. Ricciardi
Rozanne L. Ridgway Director
-----------------------
Rozanne L. Ridgway
Clifton S. Robbins Director
-----------------------
Clifton S. Robbins
George R. Roberts Director
-----------------------
George R. Roberts
Scott M. Stuart Director
-----------------------
Scott M. Stuart
Michael T. Tokarz Director
-----------------------
Michael T. Tokarz
