As Filed with the Securities and Exchange Commission on June 14, 1998
Registration No. 33-54395
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NABISCO GROUP HOLDINGS CORP.
(formerly 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 No.)
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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NABISCO, INC. CAPITAL INVESTMENT PLAN(1)
(Full title of the plan)
-----------------------
William L. Rosoff, Esq.
Senior Vice President and General Counsel
Nabisco Group Holdings, Inc.
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
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(1) See the Explanatory Note on the following page. 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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This Post-Effective Amendment Includes a Total of 7 Pages.
Exhibit Index on Page 7.
<PAGE>
INTRODUCTORY STATEMENT
On or about June 14, 1999, RJR Nabisco Holdings Corp. ("Holdings") will
distribute to its stockholders (the "Distribution") all of the common stock of
its wholly-owned subsidiary, RJR Nabisco, Inc. ("RJRN") held by Holdings. In
connection with the Distribution, Holdings will change its name to Nabisco
Group Holdings Corp. ("NGH") and RJRN has changed its name to R.J. Reynolds
Tobacco Holdings, Inc. ("RJRT"). Also in connection with the Distribution RJRN,
renamed RJRT, the sponsor of the RJR Nabisco Capital Investment Plan, changed
the name of such plan to the R.J. Reynolds Tobacco Company Capital Investment
Plan (the "RJRT CIP") and will also cause the RJRT CIP to transfer all the
account balances, and related assets and liabilities, of all current and former
employees of NGH and its subsidiaries (other than of RJRT and its subsidiaries)
to a plan sponsored by Nabisco, Inc., a second-tier subsidiary of the
registrant, named the Nabisco, Inc. Capital Investment Plan (the "Nabisco
CIP"), and is substantially similar to the RJRT CIP. Accordingly, this
registration statement is amended to apply to the Nabisco CIP in respect of the
shares of Holdings Common Stock, par value $.01 per share, now NGH Common
Stock, par value $.01 per share, registered under the initial filing hereof and
not issued hereunder prior to the date of the Distribution.
PART I
Item 1. Plan Information
Not required.
Item 2. Registrant Information and Employee Plan Annual Information
Not required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1(a) Composite of the Amended and Restated Certificate of
Incorporation of RJR Nabisco Holdings Corp. as amended to and
including December 16, 1998 (incorporated by reference to
Exhibit 3.1(a) to the Registrant's Annual Report for the year
ended December 31, 1998 (the "1998 10-K"))
4.1(b) Certificate of Retirement of certain shares of Series B
Cumulative Preferred Stock, filed October 11, 1995 (incorporated
by reference to Exhibit 3.1(m) of the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1995, File No.'s I-10215 and I-6388, filed on February 22, 1996
4.1(c) Certificate of Retirement of Remaining Shares of Series B
Cumulative Preferred Stock of RJR Nabisco Holdings Corp., dated
December 16, 1998 (incorporated by reference to Exhibit 3.1(c)
to the 1998 10-K)
4.1(d) Certificate of Retirement of Series C Conversion Preferred Stock
of RJR Nabisco Holdings Corp., dated December 16, 1998
incorporated by reference to Exhibit 3.1(d) to the 1998 10-K)
2
<PAGE>
4.2 By-Laws of RJR Nabisco Holdings Corp. as Amended Effective
November 11, 1998 (incorporated by reference to Exhibit 3.2 to
the 1998 10-K)
24 Power of Attorney (set forth on the signature pages hereof)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Post- Effective Amendment No. 1 to the 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 4th day of June, 1999.
NABISCO GROUP HOLDINGS CORP.
By: /s/ Steven S. Goldstone
-----------------------------------
Steven S. Goldstone
Chairman of the Board and
Chief Executive Officer
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS EACH OF WILLIAM L. ROSOFF, H. COLIN McBRIDE AND
LEON J. LICHTER, AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY ALL ACTS
AND THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS
WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN
ORDER TO ENABLE THE REGISTRANT TO COMPLY WITH THE SECURITIES ACT OF 1933 AND
ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF.
IN CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF
THE REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE
NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO
SUCH REGISTRATION STATEMENT (INCLUDING POST- EFFECTIVE AMENDMENTS), AND TO FILE
THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND
ANY OF THEM, OR THEIR SUBSTITUTES, AND LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on June 14,
1999.
Signature Title
--------- -----
/s/ Steven F. Goldstone Chairman of the Board and Chief Executive
- ---------------------------- Officer, Director
Steven F. Goldstone
/s/ David B. Rickard Senior Vice President and Chief Financial
- ---------------------------- Officer
David B. Rickard
/s/ Richard G. Russell Senior Vice President and Controller
- ----------------------------
Richard G. Russell
/s/ John T. Chain, Jr. Director
- ----------------------------
John T. Chain, Jr.
4
<PAGE>
Signature Title
--------- -----
- ----------------------------- Director
Julius L. Chambers
/s/ John L. Clendenin Director
- ----------------------------
John L. Clendenin
/s/ Ray J. Groves Director
- ----------------------------
Ray J. Groves
/s/ Fred H. Langhammer Director
- ----------------------------
Fred H. Langhammer
- ----------------------------- Director
H. Eugene Lockhart
- ----------------------------- Director
Theodore E. Martin
- ----------------------------- Director
Rozanne L. Ridgway
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have caused this
Post-Effective Amendment No. 1 to the 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 14th day of June, 1999.
NABISCO, INC. CAPITAL INVESTMENT PLAN
By: /s/ H. Colin McBride
---------------------------------
H. Colin McBride
Secretary, Employee
Benefits Committee
6
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Exhibits Numbered Pages
------- -------- --------------
4.1(a) Composite of the Amended and Restated *
Certificate of Incorporation of RJR Nabisco
Holdings Corp. as amended to and including
December 16, 1998 (incorporated by reference
to Exhibit 3.1(a) to the Registrant's Annual
Report for the year ended December 31, 1998
(the "1998 10-K"))
4.1(b) Certificate of Retirement of certain shares *
of Series B Cumulative Preferred Stock, filed
October 11, 1995 (incorporated by reference
to Exhibit 3.1(m) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1995, File No.'s I-10215 and
I-6388, filed on February 22, 1996
4.1(c) Certificate of Retirement of Remaining Shares *
of Series B Cumulative Preferred Stock of RJR
Nabisco Holdings, dated December 16, 1998
(incorporated by reference to Exhibit 3.1(c)
to the 1998 10-K)
4.1(d) Certificate of Retirement of Series C *
Conversion Preferred Stock of RJR Nabisco
Holdings, dated December 16, 1998
incorporated by reference to Exhibit 3.1(d)
to the 1998 10-K)
4.2 By-Laws of RJR Nabisco Holdings Corp. as *
Amended Effective November 11, 1998
(incorporated by reference to Exhibit 3.2 to
the 1998 10-K)
24 Power of Attorney (set forth on the signature *
pages hereof)
- -------
* Incorporated by reference
