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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C>
RJR NABISCO HOLDINGS RJR NABISCO HOLDINGS
CAPITAL TRUST II CORP.
(Exact Name of Registrant as Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter)
Delaware Delaware
(State of Incorporation or Organization) (State of Incorporation or Organization)
Application Pending 13-3490602
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1301 Avenue of the Americas 1301 Avenue of the Americas
New York, New York 10019 New York, New York 10019
(212) 258-5600 (212) 258-5600
(Address including zip code, (Address including zip code,
and telephone number, and telephone number,
including area code, of including area code, of
Registrant's principal executive offices) Registrant's principal executive offices)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. [X] A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-60811
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Trust Originated Preferred Securities New York Stock Exchange
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Item 1: Description of Registrants' Securities to be Registered
The class of securities to be registered hereby consist of
Trust Originated Preferred Securities (the "Preferred Securities"),
representing undivided beneficial interests in the assets of RJR Nabisco
Holdings Capital Trust II, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"). For a full description of the Preferred
Securities , reference is made to (a) the information contained under the
captions "The RJR Nabisco Holdings Capital Trusts", "Description of the
Preferred Securities", "Description of the Preferred Securities Guarantees" and
"Description of the Junior Subordinated Debt Securities" in the second base
Prospectus dated August 31, 1998 contained in the Registrants' Registration
Statement on Form S-3 (Registration No. 333-60811) (the "Registration
Statement"), filed on August 6, 1998, as amended, and (b) the information
contained under the captions "Description of Preferred Securities", "Certain
Terms of the Junior Subordinated Debentures" and "Certain Terms of the
Guarantee" in the Prospectus Supplement relating to the Preferred Securities
(the "Prospectus Supplement") filed on September 14, 1998 pursuant to Rule 424
(b) of the Securities Act of 1933, as amended. The information contained in
the Registration Statement and the Prospectus Supplement is incorporated
herein by reference.
Item 2: Exhibits
1. Indenture, dated as of September 21, 1995, as supplemented
by a First Supplemental Indenture dated as of September 21, 1995,
between RJR Nabisco, Inc. and The Bank of New York (incorporated
herein by reference to Exhibit 4.2 to RJR Nabisco, Inc.'s 1997
Annual Report on form 10-K, filed December 15, 1997)
2. Second Supplemental Indenture to be used in connection with
the issuance of Junior Subordinated Debt Securities and Preferred
Securities (incorporated herein by reference to the Company's
report on Form 8-K dated September 16, 1998)
3. Certificate of Trust of RJR Nabisco Holdings Capital Trust
II (incorporated herein by reference to Exhibit 4.4 to the
Registration Statement)
4. Declaration of Trust of RJR Nabisco Holdings Capital Trust
II (incorporated herein by reference to Exhibit 4.5 to the
Registration Statement)
5. Amended and Restated Declaration of Trust (incorporated
herein by reference to the Company's report on Form 8-K dated
September 16, 1998)
6. Guarantee Agreement between RJR Nabisco Holdings Corp. and
The Bank of New York, as Trustee, with respect to the Preferred
Securities (incorporated herein by reference to the Company's
report on Form 8-K dated September 16, 1998)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
RJR NABISCO HOLDINGS CAPITAL TRUST II
By: /s/ John J. Delucca
____________________________________
Name: John J. Delucca
Title: Senior Vice President &
Treasurer
RJR NABISCO HOLDINGS CORP.
By: /s/ John J. Delucca
____________________________________
Name: John J. Delucca
Title: Senior Vice President &
Treasurer
Date: September 15, 1998
