================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NABISCO GROUP HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-349-0602
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
7 Campus Drive
Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act and is
and is effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [x] following box. [ ]
Securities Act registration statement file number to which this form relates:
(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
------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
----------------
None
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Form
8-A (the "Form 8-A") originally filed on March 20, 2000, by Nabisco Group
Holdings Corp., a Delaware corporation (the "Company").
All capitalized terms used in this Amendment No. 1 without definition have
the meanings attributed to them in the Form 8-A.
The items of the Form 8-A set forth below are hereby amended and
supplemented as follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is amended by adding the following paragraph immediately after the
final paragraph thereof:
On June 25, 2000, the Company entered into an Agreement and Plan of
Merger among the Company, R.J. Reynolds Tobacco Holdings, Inc., a Delaware
corporation, and RJR Acquisition Corp., a Delaware corporation (the
"Merger Agreement"). In connection with the Merger Agreement and the
transactions contemplated thereby, the Company and the Rights Agent
entered into the First Amendment to the Rights Agreement dated as of June
25, 2000, a copy of which is attached hereto as Exhibit 2 and incorporated
herein by reference.
Item 2. Exhibits
Item 2 is amended by adding the following language at the end thereof:
2. First Amendment to Rights Agreement dated as of June 25, 2000 between
Nabisco Group Holdings Corp. and EquiServe Trust Company, N.A., as
Rights Agent.
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.
Date: June 28, 2000
NABISCO GROUP HOLDINGS CORP.
By: /s/ James A. Kirkman, III
-------------------------------------
Name: James A. Kirkman, III
Title: Senior Vice President,
General Counsel and Secretary
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- ------------
2. First Amendment to Rights Agreement dated as of June 25, 2000
between Nabisco Group Holdings Corp. and EquiServe Trust
Company, N.A., as Rights Agent.