SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
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)
-------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$1,227,940,000 $245,588.00
* For purposes of calculating the filing fee pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, as amended, the market value of the Series B
Depositary Shares, each representing 1/1000 of a Share of Series B Cumulative
Preferred Stock (the "Depositary Shares") proposed to be acquired was
determined by multiplying $25.06 (the average of the high and low reported
prices of the Depositary Shares on the New York Stock Exchange on August 4,
1995 by 49,000,000 (the number of Depositary Shares which RJR Nabisco Holdings
Capital Trust I has offered to acquire).
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $418,188.93
Form or Registration Nos.: S-4 (Registration Nos. 33-60415 and 33-60415-01)
Filing Parties: RJR Nabisco Holdings Corp. and RJR Nabisco Holdings
Capital Trust I.
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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") 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 to 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
the Company 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); and Questions and Answers
Regarding Preferred Securities (Exhibit K).
(b) Indenture dated as of September 15, 1995 between Holdings and The Bank
of New York, as Trustee (Exhibit L), First Supplemental Indenture dated as of
September 15, 1995 (Exhibit M) and Guarantee Agreement 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: August 14, 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 the Company 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 15, 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 15, 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 15, 1995 of the Company (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)
</TABLE>
Page 6 of 6 pages
EXHIBIT B
RJR NABISCO NEWS RELEASE
----------- ------------
CONTACT: Carol J. Makovich
(212) 258-5785
RJR NABISCO LAUNCHES EXCHANGE OFFER
-----------------------------------
NEW YORK, NEW YORK -- August 11, 1995 -- RJR Nabisco Holdings
Corp. (NYSE: RN) today announced the commencement of an 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. The
exchange offer will expire at 12:00 midnight EDT, on
September 15, 1995, unless extended.
The TOPrS will be issued by RJR Nabisco Holdings Capital
Trust I, a Delaware statutory business trust controlled by RJR
Nabisco Holdings Corp. The Trust exists solely to act as a
finance vehicle for RJR Nabisco Holdings.
Exchanges will be made on the basis of one TOPrS for each
Series B depositary share validly tendered and accepted for
exchange in the offer, subject to, among other conditions, at
least 15 million depositary shares being validly tendered and
there being a minimum 400 holders of and at least 1 million TOPrS
outstanding upon completion of the exchange. Any depositary
shares not accepted for exchange because of proration will be
returned. The Series B depositary shares each represent 1/1,000
of a share of the Series B Cumulative Preferred Stock and trade
on the New York Stock Exchange under the symbol "RN Pr B."
The annual dividend rate of the TOPrS will be 10 percent --
$2.50 annually per share -- which is 75 basis points greater than
the 9.25 percent annual dividend rate -- $2.3125 annually per
depositary share -- on the Series B Preferred.
-more-
<PAGE>
RJR Nabisco/2
Concurrent with the issuance of the TOPrS, RJR Nabisco
Holdings will issue and deposit in the Trust as trust assets its
10% Junior Subordinated Debentures due 2044, having an aggregate
principal amount equal to the aggregate stated liquidation amount
of the TOPrS and Common Securities issued by the Trust.
The exchange offer will allow RJR Nabisco Holdings to
refinance the Series B Preferred Stock with the TOPrS to achieve
tax efficiencies, since interest paid on the Junior Subordinated
Debentures is deductible, while dividends paid on the Series B
Preferred are not.
The dealer/managers for the exchange offer are: Merrill
Lynch & Co.; Lehman Brothers; Morgan Stanley & Co. Incorporated;
PaineWebber Incorporated; and Smith Barney Inc. The information
agent is MacKenzie Partners, at (800) 322-2885.
The exchange offer will be made only by means of a
prospectus and related documents that will be forwarded to the
holders of RJR Nabisco Holdings Series B depositary shares as
soon as practical. This communication does not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.
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. (NYSE: NA), the parent company
of Nabisco, Inc.
# # #
EXHIBIT I
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
GIVE THE
GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT NUMBER OF: FOR THIS TYPE OF ACCOUNT NUMBER OF:
---------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
1. An individual's The individual 9. A valid trust, Legal entity (Do not
account estate, or pension furnish the
trust identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated in
the account title).5
2. Two or more The actual owner of 10. Corporate account The corporation
individuals (joint the account or, if
account) combined funds, the
first individual on
the account1
3. Husband and wife The actual owner of 11. Association, club, The organization
(joint account) the account or, if religious,
joint funds, the charitable,
first individual on educational or other
the account1 tax- exempt
organization account
4. Custodian account of The minor2 12. Partnership account The partnership
a minor (Uniform
Gift to Minors Act)
5. Adult and minor The adult or, if the 13. A broker or The broker or
(joint account) minor is the only registered nominee nominee
contributor, the
minor1
6. Account in the name The ward, minor or 14. Account with the The public entity
of guardian or incompetent person3 Department of
committee for a Agriculture in the
designated ward, name of a public
minor or incompetent entity (such as a
person State or local
government, school
district or prison)
that receives
agricultural program
payments
7. a. The usual The grantor-trustee1
revocable savings
trust account
(grantor is also
trustee)
b. So-called trust The actual owner2
account that is
not a legal or
valid trust under
State law
8. Sole proprietorship The owner4
account
---------------------------------------------------------------------------------------------------
</TABLE>
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's social security number.
3 Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
4 You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
employer identification number.
5 List first and circle the name of the legal trust, estate, or pension trust.
NOTE: if no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
HOW TO OBTAIN A TIN
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments by the
Payer include the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States or any
subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
. An international organization or any agency or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable reminder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade of business and you have not
provided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM IN PART II, SIGN AND DATE THE FORM, AND RETURN
IT TO THE PAYER.
Certain payments, other than interest, dividends and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.
PRIVACY ACT NOTICE.--Section 6019 requires most recipients of dividend, interest
or other payments to give their correct taxpayer identification numbers to
payers who must report the payments to IRS. IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. Payers
must be given the numbers whether or not recipients are required to file tax
returns. Payers must generally withhold 31% of taxable interest, dividend and
certain other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
(1) Penalty for Failure to Furnish Taxpayer Identification Number.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
EXHIBIT J
OFFER TO EXCHANGE 10% TRUST ORIGINATED PREFERRED SECURITIESSM
("TOPRSSM") OF RJR NABISCO HOLDINGS CAPITAL TRUST I FOR UP TO 49,000,000
OUTSTANDING SERIES B DEPOSITARY SHARES, EACH REPRESENTING
1/1000 OF A SHARE OF SERIES B CUMULATIVE PREFERRED STOCK
OF RJR NABISCO HOLDINGS CORP.
CONDITIONS FOR PAYMENT OF FEES TO SOLICITING DEALERS
RJR Nabisco Holdings Corp. will pay to a Soliciting Dealer a solicitation
fee of $0.50 per Series B Depositary Share validly tendered and accepted for
exchange pursuant to the Offer, as long as the Soliciting Dealer is NOT the
beneficial owner of the shares of Series B Preferred and is designated as
Soliciting Dealer by the beneficial owner.
All of the above is subject to additional conditions, including that the
Soliciting Dealer completes and delivers a Notice of Solicited Tenders to the
Exchange Agent within three business days of the expiration of the Offer, as set
forth in full in the Prospectus dated August 11, 1995 (the "Prospectus")
relating to the Offer.
These conditions are required as a matter of law and are set forth in full
under the caption "The Offer--Dealer Manager; Soliciting Dealers" in the
Prospectus.
------------
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
