UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
RJR Nabisco Holdings Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74960K 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement
|__|. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Pursuant to Regulation S-T of the Securities and Exchange Commission,
the entire text (excluding, in accordance with such regulation, previously
filed paper exhibits) of this Statement on Schedule 13G is set forth
below. Paragraphs (a) - (c) of Item 4 have been amended and restated by
this Amendment No. 2.
<PAGE>
CUSIP No. 74960K 10 8
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person:
Whitehall Associates, L.P.
2) Check the Appropriate Box if a Member of a Group
(See Instructions):
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization: Delaware
Number of 5) Sole Voting Power: 291,728,892
Shares Beneficially
Owned by 6) Shared Voting Power: 51,106,768
Each Reporting
Person With 7) Sole Dispositive Power: 291,728,892
8) Shared Dispositive Power: 51,106,768
9) Aggregate Amount Beneficially Owned by Each
Reporting Person: 342,835,660
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions):
11) Percent of Class Represented by Amount in
Row (9): 25.2%
12) Type of Reporting Person (See Instructions): PN
<PAGE>
CUSIP No. 74960K 10 8
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Persons:
KKR Partners II, L.P.
2) Check the Appropriate Box if a Member of a Group
(See Instructions):
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization:
Delaware
Number of 5) Sole Voting Power: 7,377,817
Shares Beneficially
Owned by 6) Shared Voting Power: 0
Each Reporting
Person With 7) Sole Dispositive Power: 7,377,817
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each
Reporting Person: 7,377,817
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions):
11) Percent of Class Represented by Amount in
Row (9): 0.5%
12) Type of Reporting Person (See Instructions): PN
<PAGE>
Item 1. (a) Name of Issuer
RJR Nabisco Holdings Corp.
(b) Address of Issuer's Principal Executive Offices
1301 Avenue of the Americas
New York, New York 10019
Item 2. (a) Name of Persons Filing
Whitehall Associates, L.P.
KKR Partners II, L.P.
(b) Address of Principal Business Office or, if none, Residence
c/o Kohlberg Kravis Roberts & Co., L.P.
9 West 57th Street
New York, New York 10019
(c) Citizenship
Whitehall Associates, L.P. -- Delaware
KKR Partners II, L.P. -- Delaware
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
74960K 10 8
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Act
(b) |_| Bank as defined in section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(d) |_| Investment Company registered under section 8 of the Investment
Company Act
(e) |_| Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Not applicable
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned
Whitehall Associates, L.P. and KKR Partners II, L.P. are Delaware
limited partnerships whose sole general partner is KKR Associates, a
New York limited partnership. On December 21, 1994, Whitehall Associates,
L.P., on its own behalf and as agent for KKR Partners II, L.P. exercised
in full a previously granted option (the "Option") to acquire 28,138,000
shares of common stock of Borden, Inc. in consideration for 51,106,768
shares of the identified class of securities comprised of 49,846,117
shares owned of record by Whitehall Associates, L.P. and 1,260,651 shares
owned of record by KKR Partners II, L.P. In addition, upon the expiration
of an exchange offer (the "Exchange Offer") made by Borden Acquisition
Corp., a subsidiary of Whitehall Associates, L.P., for all of the
outstanding shares of common stock of Borden, Inc., on December 21, 1994,
Whitehall Associates, L.P. accepted, on its own behalf and as agent for
KKR Partners II, L.P., 90,131,307 shares of common stock of Borden, Inc.
in exchange for 206,532,285 shares of the identified class of securities
comprised of 201,437,753 shares owned of record by Whitehall Associates,
L.P. and 5,094,532 shares owned of record by KKR Partners II, L.P.
As a result of the exercise of the Option and the Exchange Offer, the
record ownership of Whitehall Associates, L.P. decreased to 291,728,892
shares of the identified class of securities and the record ownership of
KKR partners II, L.P. decreased to 7,377,817 shares of the identified
class of securities. In addition, Whitehall Associates, L.P. may be
deemed to be a controlling shareholder of Borden, Inc. and therefore may
be deemed to beneficially own the 51,106,768 shares of the identified
class of securities owned of record by Borden, Inc. As the sole general
partner of each of Whitehall Associates, L.P. and KKR Partners II, L.P.,
KKR Associates may be deemed to be the beneficial owner of an aggregate of
350,233,951 shares of the identified class of securities, including 20,474
shares of which it is the record holder. Henry R. Kravis, George R.
Roberts, Paul E. Raether, Robert I. MacDonnell, Michael W. Michelson,
Saul A. Fox, James H. Greene, Jr. and Michael T. Tokarz and, beginning as
of January 1, 1995, Clifton S. Robbins, Scott M. Stuart, Perry Golkin and
Edward A. Gilhuly are the general partners of KKR Associates, and in such
capacity may be deemed to share beneficial ownership of any securities
beneficially owned by KKR Associates, but they disclaim any such
beneficial ownership.
(b) Percent of Class
See Item 11 of each cover page
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of each cover page
(ii) shared power to vote or to direct the vote
See Item 6 of each cover page
(iii) sole power to dispose or to direct the disposition of
<PAGE>
See Item 7 of each cover page
(iv) shared power to dispose or to direct the disposition of
See Item 8 of each cover page
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Whitehall Associates, L.P. and KKR Partners II, L.P. are
Delaware limited partnerships the sole general partner of each of
which is KKR Associates, a New York limited partnership. As the sole
general partner of each of Whitehall Associates, L.P. and KKR
Partners II, L.P., KKR Associates may be deemed to be the beneficial
owner of the securities held by such limited partnerships. Whitehall
Associates, L.P. and KKR Partners II, L.P. may be deemed to be a
group in relation to their respective investments in RJR Nabisco
Holdings Corp. Whitehall Associates, L.P. and KKR Partners II, L.P.
do not affirm the existence of a group.
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
<PAGE>
SIGNATURES
After reasonable 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.
WHITEHALL ASSOCIATES, L.P.
By: KKR ASSOCIATES,
its General Partner
2/14/95
Date
/s/ Michael T. Tokarz
Signature
Michael T. Tokarz
General Partner
Name/Title
<PAGE>
SIGNATURES
After reasonable 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.
KKR PARTNERS II, L.P.
By: KKR ASSOCIATES,
its General Partner
2/14/95
Date
/s/ Michael T. Tokarz
Signature
Michael T. Tokarz
General Partner
Name/Title
<PAGE>
EXHIBIT
Exhibit 1 - Joint Filing Agreement and Power of Attorney (incorporated by
reference to Exhibit 1 to the Statement on Schedule 13G of
Whitehall Associates, L.P. and KKR Partners II, L.P. filed on
February 14, 1992)
