SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 2
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
RJR NABISCO HOLDINGS CORP.
(Name of the Issuer)
-------------------
RJR NABISCO HOLDINGS CAPITAL TRUST I
(Name of Person(s) Filing Statement)
-------------------
SERIES B DEPOSITARY SHARES, EACH REPRESENTING
1/1000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
(Title of Class of Securities)
74960K 70 2
(CUSIP Number of Class of Securities)
JO-ANN FORD, ESQ.
RJR NABISCO HOLDINGS CORP.
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 258-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
-------------------
PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:
DAVID W. FERGUSON, ESQ. DAVID J. SORKIN, ESQ.
DAVIS POLK & WARDWELL SIMPSON THACHER & BARTLETT
450 LEXINGTON AVENUE 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10017
(212) 450-4000 (212) 455-2000
-------------------
August 14, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
Page 1 of 6 pages
<PAGE>
This Issuer Tender Offer Statement (the "Statement") is being filed with the
Securities and Exchange Commission (the "Commission") by RJR Nabisco Holdings
Capital Trust I in connection with the filing under the Securities Act of 1933,
as amended, of a registration statement on Form S-4 (the "Registration
Statement") regarding an offer (the "Offer") to holders of Series B Depositary
Shares, each representing 1/1000 of a share of Series B Cumulative Preferred
Stock (the "Depositary Shares") of RJR Nabisco Holdings Corp. ("Holdings"). A
copy of the Prospectus dated August 11, 1995 (the "Prospectus") is contained in
the Registration Statement (Registration Nos. 33-60415 and 33-60415-01) declared
effective by the Commission on August 11, 1995 and is incorporated herein by
reference as Exhibit A. Pursuant to General Instruction B to Schedule 13E-4,
certain information contained in the Prospectus is hereby incorporated by
reference in answer to items of this Statement.
References to the Prospectus are identified by the captions set forth in the
Prospectus. Where substantially identical information required by Schedule 13E-4
is included under more than one caption, reference is made to only one caption
of the Prospectus.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is RJR Nabisco Holdings Corp. The address of its
principal executive office is 1301 Avenue of the Americas, New York, New York
10019.
(b) The exact title of the class of securities being sought is Series B
Depositary Shares, each representing 1/1000 of a share of Series B Cumulative
Preferred Stock, of RJR Nabisco Holdings Corp. Reference is made to "Prospectus
Summary" and "The Offer--Terms of the Offer" and "-- Conditions to the Offer" in
the Prospectus, which are incorporated herein by reference. No Depositary Shares
are to be acquired from any officer, director or affiliate of RJR Nabisco
Holdings Corp.
(c) Reference is made to "Price Range of Depositary Shares" in the
Prospectus, which is incorporated herein by reference.
(d) The name of the person filing this statement is RJR Nabisco Holdings
Capital Trust I (the "Trust"), a newly organized statutory business trust
organized under the laws of the State of Delaware. The address of its principal
office is c/o RJR Nabisco Holdings Corp., 1301 Avenue of the Americas, New York,
New York 10019. The Trust has been organized by Holdings for the purpose of
effecting the offer. Reference is made to "Prospectus Summary" and "RJR Nabisco
Holdings Capital Trust I" in the Prospectus, which are incorporated herein by
reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is made to "The Offer--Terms of the Offer", "Description of
the Preferred Securities", "Description of the Preferred Securities Guarantee"
and "Description of the Junior Subordinated Debentures" in the Prospectus, which
are incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE ISSUER OR AFFILIATE.
Reference is made to "The Offer--Purpose of the Offer" and "--Terms of the
Offer" in the Prospectus, which are incorporated herein by reference. Depositary
Shares acquired pursuant to the Offer will be delivered to Holdings and will be
retired. See "Description of the Series B Preferred and Depositary Shares" in
the Prospectus, which is incorporated herein by reference.
Page 2 of 6 pages
<PAGE>
(a) Holdings may acquire various Holdings securities from time to time in
the future and expects to sell various Holdings securities from time to time to
raise funds, in each case for general or special corporate purposes.
(b)-(d) None.
(e) Reference is made to "Capitalization" in the Prospectus, which is
incorporated herein by reference.
(f)-(j) None.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
None.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER'S SECURITIES.
None.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is made to "The Offer--Exchange Agent and Information Agent",
"--Dealer Managers; Soliciting Dealers" and "Fees and Expenses; Transfer Taxes"
in the Prospectus, which are incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is made to "Selected Consolidated Financial Data",
"Capitalization" and "Incorporation of Certain Documents by Reference" in the
Prospectus, which are incorporated herein by reference.
(b) Inapplicable.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) There are no applicable regulatory requirements which must be complied
with or approvals which must be obtained in connection with the Offer other than
compliance with the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder including, without
limitation, Rule 13e-4 promulgated thereunder, the Trust Indenture Act of 1939,
as amended, and the requirements of state securities or "blue sky" laws.
(c) Inapplicable.
(d) None.
(e) None.
Page 3 of 6 pages
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Prospectus dated August 11, 1995 (Exhibit A); Press Release issued by
Holdings on August 11, 1995 (Exhibit B); Tombstone advertisement published on
August 14, 1995 (Exhibit C); Form of Letter of Transmittal (Exhibit D); Form of
Letter to Clients (Exhibit E); Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (Exhibit F); Form of Notice of
Guaranteed Delivery (Exhibit G); Form of Holdings Letter to Holders of 9.25%
Preferred Stock, Series B (Exhibit H); Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (Exhibit I); Summary of Conditions
for Payment to Soliciting Dealers (Exhibit J); Questions and Answers Regarding
Preferred Securities (Exhibit K) and Press Release issued by Holdings on
September 18, 1995 (Exhibit P).
(b) Indenture dated as of September 21, 1995 between Holdings and The Bank
of New York, as Trustee (Exhibit L), First Supplemental Indenture dated as of
September 21, 1995 between Holdings and The Bank of New York, as Trustee
(Exhibit M) and Guarantee Agreement dated as of September 21, 1995 of Holdings
(Exhibit N).
(c) None.
(d) Tax opinion of Davis Polk & Wardwell (Exhibit O).
(e) The Prospectus is included in (a) above.
(f) None.
Page 4 of 6 pages
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: September 20, 1995
RJR NABISCO HOLDINGS CAPITAL
TRUST I
By: RJR Nabisco Holdings Corp.
as Sponsor
By /s/ JO-ANN FORD
...................................
Name: Jo-Ann Ford
Title: Senior Vice President
Law and Secretary
Page 5 of 6 pages
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ------------------------------------------------------------------------------------
<C> <S>
*A Prospectus dated August 11, 1995 (incorporated by reference to Form S-4,
Registration Nos. 33-60415 and 33-60415-01)
*B Press Release issued by Holdings on August 11, 1995
*C Tombstone Advertisement published on August 14, 1995 (incorporated by reference to
Exhibit 99.7 to Form S-4, Registration Nos. 33-60415 and 33-60415-01)
*D Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to Form
S-4, Registration Nos. 33-60415 and 33-60415-01)
*E Form of Letter to Clients (incorporated by reference to Exhibit 99.4 to Form S-4,
Registration Nos. 33-60415 and 33-60415-01)
*F Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees (incorporated by reference to Exhibit 99.3 to Form S-4, Registration Nos.
33-60415 and 33-60415-01)
*G Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to
Form S-4, Registration Nos. 33-60415 and 33-60415-01)
*H Form of Letter of Holdings to Holders of 9.25% Preferred Stock, Series B
(incorporated by reference to Exhibit 99.8 to Form S-4, Registration Nos. 33-60415
and 33-60415-01)
*I Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9
*J Summary of Conditions for Payment to Soliciting Dealers
*K Questions and Answers Regarding Preferred Securities (incorporated by reference to
Exhibit 99.9 to Form S-4, Registration Nos. 33-60415 and 33-60415-01)
*L Indenture dated as of September 21, 1995 between Holdings and The Bank of New York,
as Trustee (incorporated by reference to Exhibit 4.1 to Form S-4, Registration Nos.
33-60415 and 33-60415-01)
*M First Supplemental Indenture dated as of September 21, 1995 between Holdings and The
Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to Form S-4,
Registration Nos. 33-60415 and 33-60415-01)
*N Guarantee Agreement dated as of September 21, 1995 of Holdings (incorporated by
reference to Exhibit 4.8 to Form S-4, Registration Nos. 33-60415 and 33-60415-01)
*O Tax Opinion of Davis Polk & Wardwell (incorporated by reference to Exhibit 8.1 to
Form S-4, Registration Nos. 33-60415 and 33-60415-01)
**P Press Release issued by Holdings on September 18, 1995
</TABLE>
------------
* Previously filed.
** Filed herewith.
Page 6 of 6 pages
EXHIBIT P
CONTACT: Carol J. Makovich
(212) 258-5785
RJR NABISCO EXCHANGE OFFER CLOSES
NEW YORK, NEW YORK--September 18, 1995--RJR Nabisco Holdings Corp. (NYSE:
RN) today announced that its offer to exchange Trust Originated Preferred
Securities ("TOPrS") for up to 49 million of the 50 million outstanding
depositary shares relating to its Series B Cumulative Preferred Stock closed at
12:00 midnight EDT on September 15, 1995, which was the expiration date
originally announced.
The TOPrS will be issued by RJR Nabisco Holdings Capital Trust I, a Delaware
statutory business trust sponsored by RJR Nabisco Holdings Corp. The Trust
exists solely to act as a finance vehicle for RJR Nabisco Holdings.
The company said that the response to the exchange offer had been excellent,
exceeding its expectations. A preliminary count from RJR Nabisco's exchange
agent, First Chicago Trust Company of New York showed that approximately 38
million Series B depositary shares, or more than 75 percent of the outstanding
shares, had been tendered (assuming the valid delivery of 1.8 million shares
tendered by guaranteed delivery).
Assuming that all depositary shares have been validly tendered and received
by 5:00 p.m. on September 20, 1995, the exchange will be completed and trading
of the preferred securities on the New York Stock Exchange will begin on
September 21, 1995. The preferred securities will trade under the symbol
"RNprT."
In order to facilitate payment mechanics, the record dates for distributions
on the TOPrS have been changed. September 25, 1995 will be the record date for
the initial distribution. For all subsequent distributions, the record date will
be fifteen days prior to the September 30, December 31, March 31, and June 30
payment dates for the TOPrS.
RJR Nabisco Holdings Corp. 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.
* * *
