As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333-60811
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RJR Nabisco, Inc. Delaware 56-0950247
RJR Nabisco Holdings Corp. Delaware 13-3490602
RJR Nabisco Holdings Capital Trust II Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust III Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust IV Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust V Delaware To Be Applied for
RJR Nabisco Holdings Capital Trust VI Delaware To Be Applied for
(Exact name of Registrant as (State or other jurisdiction of (I.R.S. employer
specified in its charter) incorporation or organization) identification number)
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)
H. Colin McBride, Esq.
RJR Nabisco Holdings Corp.
RJR Nabisco, 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
(212) 450-4000
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
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If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities being offered only in connection
with dividend or interest reinvestment plans, please check the following box.
[X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]________
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [X]
The Registrants hereby amend this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrants shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the first
form of prospectus included in this Registration Statement also relates to
$1,000,000,000 of debt securities of RJR Nabisco, Inc. registered and remaining
unissued under Registration Statement No. 333-39995 previously filed by RJR
Nabisco, Inc. in respect of which $303,031 has been paid to the Commission as a
filing fee.
EXPLANATORY NOTE
This Registration Statement contains two forms of prospectuses
to be used in connection with offerings of the following securities:
(1) Debt Securities of RJR Nabisco, Inc.
(2) Preferred Securities of RJR Nabisco Holdings Capital Trust
II, RJR Nabisco Holdings Capital Trust III, RJR Nabisco
Holdings Capital Trust IV, RJR Nabisco Holdings Capital
Trust V and RJR Nabisco Holdings Capital Trust VI,
severally, Junior Subordinated Debt Securities of RJR
Nabisco Holdings Corp. and guarantees by RJR Nabisco
Holdings Corp. of Preferred Securities issued by RJR Nabisco
Holdings Capital Trust II, RJR Nabisco Holdings Capital
Trust III, RJR Nabisco Holdings Capital Trust IV, RJR
Nabisco Holdings Capital Trust V and RJR Nabisco Holdings
Capital Trust VI.
Each offering of securities made under this Registration
Statement will be made pursuant to one of these Prospectuses, with the
specific terms of the securities offered thereby set forth in an accompanying
Prospectus Supplement.
LOGO RJR Nabisco, Inc.
Debt Securities
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RJR Nabisco, Inc. (the "Company") may offer from time to time
its debt securities in one or more series (the "Debt Securities") to the
public on terms determined by market conditions. Debt Securities may be
issuable in registered form without coupons or in bearer form with or without
coupons attached. Debt Securities may be sold for U.S. dollars, foreign
denominated currency or currency units; principal of and any interest on Debt
Securities likewise may be payable in U.S. dollars, foreign denominated
currency or currency units, in each case, as the Company specifically
designates. See "Description of Debt Securities." The aggregate initial
offering price of the Securities to be offered by this Prospectus and such
other prospectus shall not exceed $2,250,000,000.
The Debt Securities will be general obligations of the Company
and will rank pari passu with all other senior indebtedness of the Company.
Because the Company is a holding company, however, the Debt Securities will
effectively be subordinated to the claims of creditors of the Company's
subsidiaries. See "Description of Debt Securities-Ranking."
The accompanying Prospectus Supplement sets forth the specific
designation, aggregate principal amount, purchase price, maturity, interest
rate (or manner of calculation thereof), time of payment of interest (if any),
listing (if any) on a securities exchange and any other specific terms of the
Debt Securities and the name of and compensation to each dealer, underwriter
or agent (if any) involved in the sale of the Debt Securities. The managing
underwriters with respect to each series sold to or through underwriters will
be named in the accompanying Prospectus Supplement.
By separate prospectus, the form of which is included in the
Registration Statement of which this Prospectus forms a part, five Delaware
statutory business trusts (the "Trusts"), which are wholly owned subsidiaries
of RJR Nabisco Holdings Corp. ("Holdings"), the Company's parent, may from
time to time severally offer Preferred Securities guaranteed by Holdings to
the extent set forth therein and Holdings may from time to time issue Junior
Subordinated Debt Securities either directly or to a Trust. The Debt
Securities, Preferred Securities, Preferred Securities Guarantees and Junior
Subordinated Debt Securities are hereinafter collectively referred to as the
"Securities."
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The Debt Securities may be offered directly to purchasers or
through underwriters or through agents designated from time to time, as set
forth in the accompanying Prospectus Supplement. Net proceeds to the Company
will be the purchase price in the case of a dealer, the public offering price
less discount in the case of an underwriter and the purchase price less
commission in the case of an agent--in each case, less other expenses
attributable to issuance and distribution. See "Plan of Distribution" for
possible indemnification arrangements for dealers, underwriters and agents.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 31, 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and also are available for inspection and copying at the regional
offices of the Commission located at Seven World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The address of such site is http://www.sec.gov. Such reports,
proxy statements and other information also can be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on
which exchange certain of the Company's securities are listed.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by
the Company (File No. 1-6388) pursuant to the Exchange Act are incorporated by
reference and shall be deemed a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997,
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998,
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, and
(d) All documents filed by the Company pursuant to sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Debt Securities.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of the documents incorporated herein by reference
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents) may be obtained upon request without charge by
persons, including beneficial owners, to whom this Prospectus is delivered.
Requests should be made to RJR Nabisco, Inc., Attention: Investor Relations
Department, 1301 Avenue of the Americas, New York, New York 10019, telephone
number (212) 258-5600.
THE COMPANY
The operating subsidiaries of the Company comprise one of the
largest tobacco and food companies in the world. In the United States, the
tobacco business is conducted by R. J. Reynolds Tobacco Company ("RJRT"), a
wholly owned subsidiary of the Company and the second largest manufacturer of
cigarettes, and the food business is conducted by Nabisco Holdings Corp.
("Nabisco Holdings") through its wholly owned subsidiary, Nabisco, Inc.
("Nabisco"), the largest manufacturer and marketer of cookies and crackers.
The Company owns approximately 80.6% of the economic interest and
approximately 97.6% of the voting power of Nabisco Holdings. Tobacco
operations outside the United States are conducted by R. J. Reynolds
International B.V. ("Reynolds International"), and food operations outside the
United States are conducted by Nabisco International, Inc. ("Nabisco
International") and Nabisco Ltd, subsidiaries of Nabisco. RJRT's and Reynolds
International's tobacco products are sold around the world under a variety of
brand names. Food products are sold in the United States, Canada, Latin
America, certain European countries and certain other international markets.
Tobacco
RJRT's largest selling cigarette brands in the United States
include DORAL, WINSTON, CAMEL, SALEM and VANTAGE. RJRT's other cigarette
brands, including MONARCH, MORE, NOW, CENTURY, STERLING and MAGNA, are
marketed to meet a variety of smoker preferences. All RJRT brands are
marketed in a variety of styles. Reynolds International operates in over 170
markets around the world and is the second largest of two international
cigarette producers that have significant positions in the American Blend
segment of the international tobacco market.
Food
Nabisco is one of the largest food businesses in the world.
Through its domestic divisions, Nabisco manufactures and markets cookies,
crackers, snack foods, hard and bite-size candy, gum, nuts, hot cereals, pet
foods, dry-mix dessert products and other grocery products under established
and well-known trademarks, including OREO, CHIPS AHOY!, SNACKWELL'S, NEWTONS,
RITZ, PREMIUM, LIFE SAVERS, PLANTERS, A.1, GREY POUPON, MILK-BONE and CREAM OF
WHEAT. Nabisco International is a leading producer of biscuits, powdered
dessert and drink mixes, baking powder, pasta, juices, milk products and other
grocery items, as well as industrial yeast and baking ingredients, in many of
the 17 Latin American countries in which it has operations. Nabisco Ltd, which
conducts Nabisco's Canadian operations through a biscuit division, a grocery
division and a food service division, is that country's largest cookie and
cracker business and one of its leading producers of canned fruits, canned
vegetables, fruit juices and drinks and pet snacks.
The principal executive offices of the Company are located at
1301 Avenue of the Americas, New York, New York 10019; its telephone number is
(212) 258-5600.
RATIO OF EARNINGS TO FIXED CHARGES/DEFICIENCY
IN THE COVERAGE OF FIXED CHARGES BY EARNINGS BEFORE FIXED CHARGES
The ratio of earnings to fixed charges for the six months ended
June 30, 1998 and for each of the periods in the five-year period ended
December 31, 1997 are as follows:
Six Months
Ended
June 30, For the years ended December 31,
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1998 1997 1996 1995 1994 1993
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(unaudited)
Ratio of earnings to fixed charges...................... __ 2.1 2.4 2.3 2.2 1.1
Deficiency in the coverage of fixed charges by earnings
before fixed charges............................... 94 __ __ __ __ __
For purposes of these computations, earnings consist of income
before income taxes and fixed charges less minority interest in the pre-tax
income of Nabisco Holdings. Fixed charges consist of interest on indebtedness,
amortization of debt issuance costs, capitalized interest and that portion of
operating rental expense representative of the interest factor.
USE OF PROCEEDS
Unless otherwise set forth in the Prospectus Supplement, the
net proceeds from the sale of the Securities will be used for general
corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture dated as
of July 24, 1995 (the "Indenture") between the Company and The Bank of New
York, as trustee (the "Trustee"). As of March 31, 1998, there was
approximately $3,789,486,000 aggregate principal amount of Debt Securities
issued and outstanding under the Indenture. The Indenture is included as an
exhibit to the Registration Statement of which this Prospectus is a part. The
following summaries of certain provisions of the Indenture and the Debt
Securities do not purport to be complete and such summaries are subject to the
detailed provisions of the Indenture, to which reference is hereby made for a
full description of such provisions, including the definition of certain terms
used herein, and for other information regarding the Debt Securities.
Numerical references in parentheses below are to sections in the Indenture.
Wherever particular sections or defined terms of the Indenture are referred
to, such sections or defined terms are incorporated herein by reference as
part of the statement made, and the statement is qualified in its entirety by
such reference. Any Debt Securities offered by this Prospectus and the
accompanying Prospectus Supplement are referred to herein as the "Offered Debt
Securities."
General
The Indenture does not limit the amount of additional
indebtedness that the Company may incur. However, see "Certain Covenants of
the Company--Restrictions on Funded Debt of Restricted Subsidiaries" for
certain limitations on the amount of Funded Debt (as hereinafter defined)
that may be incurred by Restricted Subsidiaries (as hereinafter defined) of
the Company (as hereinafter defined). The Debt Securities will rank pari passu
with all other unsubordinated indebtedness of the Company.
The Indenture provides that Debt Securities may be issued from
time to time in one or more series and may be denominated and payable in
foreign currencies or units based on or relating to foreign currencies,
including European Currency Units. Special United States federal income tax
considerations applicable to any Debt Securities so denominated are described
in the relevant Prospectus Supplement.
Reference is made to the Prospectus Supplement for the
following terms of and information relating to the Offered Debt Securities (to
the extent such terms are applicable to such Offered Debt Securities): (i) the
specific designation, aggregate principal amount, purchase price and
denomination; (ii) the currency or units based on or relating to currencies in
which such Offered Debt Securities are denominated and/or in which principal
of, premium, if any, and/or any interest on such Offered Debt Securities will
or may be payable; (iii) any date of maturity; (iv) interest rate or rates (or
the method by which such rate will be determined), if any; (v) the dates on
which any such interest will be payable; (vi) the place or places where the
principal of, premium, if any, and any interest on the Offered Debt Securities
will be payable; (vii) any redemption, repayment or sinking fund provisions;
(viii) whether the Offered Debt Securities will be issuable in registered form
or bearer form ("Bearer Debt Securities") or both and, if Bearer Debt
Securities are issuable, any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of Bearer Debt
Securities; (ix) any applicable United States federal income tax consequences,
including whether and under what circumstances the Company will pay additional
amounts on Offered Debt Securities held by a person who is not a U.S. person
(as defined in the Prospectus Supplement) in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem such Offered Debt Securities rather than pay such
additional amounts; and (x) any other specific terms of the Offered Debt
Securities, including any additional events of default or covenants provided
for with respect to such Offered Debt Securities, and any terms which may be
required by or be advisable under applicable laws or regulations.
Debt Securities may be presented for exchange and registered
Debt Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the Debt Securities and the
Prospectus Supplement. Subject to the limitations provided in the Indenture,
such services will be provided without charge, other than any tax or other
governmental charge payable in connection therewith. Debt Securities in
bearer form and the coupons, if any, appertaining thereto will be transferable
by delivery.
Debt Securities will bear interest at a fixed rate (a "Fixed
Rate Security") or a floating rate (a "Floating Rate Security"). Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes are described in the
relevant Prospectus Supplement.
Debt Securities may be issued, from time to time, with the
principal amount payable on any principal payment date, or the amount of
interest payable on any interest payment date, to be determined by reference
to one or more currency exchange rates, commodity prices, equity indices or
other factors. Holders of such Debt Securities may receive a principal amount
on any principal payment date, or a payment of interest on any interest
payment date, that is greater than or less than the amount of principal or
interest otherwise payable on such dates, depending upon the value on such
dates of the applicable currency, commodity, equity index or other factors.
Information as to the methods for determining the amount of principal or
interest payable on any date, the currencies, commodities, equity indices or
other factors to which the amount payable on such date is linked and certain
additional tax considerations will be set forth in the applicable Prospectus
Supplement.
Ranking
The Debt Securities, when issued, will rank pari passu in right
of payment with the senior indebtedness of the Company and senior in right of
payment to any future subordinated debt of the Company. However, claims of
holders of the Debt Securities will be effectively subordinated to the claims
of creditors of the Company's subsidiaries, including Nabisco and RJRT, with
respect to the assets of such subsidiaries. The amount of debt which is pari
passu with the Debt Securities and the amount of debt to which holders of the
Debt Securities are effectively subordinated as of the end of the most
recently completed fiscal quarter is included in the accompanying Prospectus
Supplement or incorporated herein by reference.
The Debt Securities may, under certain circumstances, be
equally and ratably secured with other senior indebtedness of the Company.
See "Certain Covenants of the Company--Restrictions on Liens."
Global Securities
The registered Debt Securities of a series may be issued in the
form of one or more fully registered global Debt Securities (a "Registered
Global Security") that will be deposited with a depositary (a "Depositary"),
with the Trustee, as custodian for a Depositary, or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series and
registered in the name of the Depositary or a nominee thereof. In such case,
one or more Registered Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding registered Debt Securities of the series to be represented by
such Registered Global Security or Registered Global Securities. Unless and
until it is exchanged in whole or in part for Debt Securities in definitive
registered form, a Registered Global Security may not be transferred except as
a whole by the Depositary for such Registered Global Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect
to any portion of a series of Debt Securities to be represented by a
Registered Global Security will be described in the Prospectus Supplement
relating to such series. The Company anticipates that the following provisions
will apply to all depositary arrangements.
Ownership of beneficial interests in a Registered Global
Security will be limited to persons that have accounts with the Depositary for
such Registered Global Security ("participants") or persons that may hold
interests through participants. Upon the issuance of a Registered Global
Security, the Depositary for such Registered Global Security will credit, on
its book-entry registration and transfer system, the participants' accounts
with the respective principal amounts of the Debt Securities represented by
such Registered Global Security beneficially owned by such participants. The
accounts to be credited will be designated by any dealers, underwriters or
agents participating in the distribution of such Debt Securities. Ownership
of beneficial interests in such Registered Global Security will be shown on,
and the transfer of such ownership interests will be effected only through,
records maintained by the Depositary for such Registered Global Security (with
respect to interests of participants) and on the records of participants (with
respect to interests of persons holding through participants). The laws of
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in
Registered Global Securities.
So long as the Depositary for a Registered Global Security, or
its nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Registered Global
Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a Registered Global Security will not be
entitled to have the Debt Securities represented by such Registered Global
Security registered in their names, and will not receive or be entitled to
receive physical delivery of such Debt Securities in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Accordingly, each person owning a beneficial interest in a Registered Global
Security must rely on the procedures of the Depositary for such Registered
Global Security and, if such person is not a participant, on the procedures of
the participant through which such person owns its interest, to exercise any
rights of a holder under the Indenture. The Company understands that under
existing industry practices, if the Company requests any action of holders or
if any owner of a beneficial interest in a Registered Global Security desires
to give or take any action which a holder is entitled to give or take under
the Indenture, the Depositary for such Registered Global Security would
authorize the participants holding the relevant beneficial interests to give
or take such action, and such participants would authorize beneficial owners
owning through such participants to give or take such action or would
otherwise act upon the instruction of beneficial owners holding through them.
Payments of principal of, premium, if any, and any interest on
Debt Securities represented by a Registered Global Security registered in the
name of a Depositary or its nominee will be made to such Depositary or its
nominee, as the case may be, as the registered owner of such Registered Global
Security. None of the Company, the Trustee or any other agent of the Company
or agent of the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in such Registered Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal, premium, if any, or any interest in respect of such Registered
Global Security, will immediately credit participants' accounts with payments
in amounts proportionate to their respective beneficial interests in such
Registered Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Registered Global Security held through such participants
will be governed by standing customer instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer
form or registered in "street name," and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a
Registered Global Security notifies the Company that it is at any time
unwilling or unable to continue as Depositary or ceases to be a clearing
agency registered under the Exchange Act, and a successor Depositary
registered as a clearing agency under the Exchange Act is not appointed by the
Company within 90 days, the Company will issue such Debt Securities in
definitive form in exchange for such Registered Global Security. In addition,
the Company may at any time and in its sole discretion determine not to have
any of the Debt Securities of a series represented by one or more Registered
Global Securities and, in such event, will issue Debt Securities of such
series in definitive form in exchange for all of the Registered Global
Security or Registered Global Securities representing such Debt Securities.
Any Debt Securities issued in definitive form in exchange for a Registered
Global Security will be registered in such name or names as the Depositary
shall instruct the Trustee. It is expected that such instructions will be
based upon directions received by the Depositary from participants with
respect to ownership of beneficial interests in such Registered Global
Security. The Debt Securities of a series may also be issued in the form of
one or more bearer global Securities (a "Bearer Global Security") that will be
deposited with a common depositary for Euro-clear and CEDEL, or with a nominee
for such depositary identified in the Prospectus Supplement relating to such
series. The specific terms and procedures, including the specific terms of
the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by a Bearer Global Security will be described in
the Prospectus Supplement relating to such series.
Certain Covenants of the Company
The following restrictions apply to each series of Debt
Securities unless the terms of such series of Debt Securities provides
otherwise.
Restrictions on Liens. The Indenture provides that the Company
will not, and will not permit any Restricted Subsidiary to, mortgage or pledge
as security for any indebtedness any shares of stock, indebtedness or other
obligations of a Subsidiary (as hereinafter defined) or any Principal Property
(as hereinafter defined) of the Company or a Restricted Subsidiary, whether
such shares of stock, indebtedness or other obligations of a Subsidiary or
Principal Property is owned at the date of the Indenture or thereafter
acquired, unless the Company secures or causes such Restricted Subsidiary to
secure the outstanding Debt Securities equally and ratably with all
indebtedness secured by such mortgage or pledge, so long as such indebtedness
shall be so secured. This covenant does not apply in the case of: (a) the
creation of any mortgage, pledge or other lien or any shares of stock,
indebtedness or other obligations of a Subsidiary or any Principal Property
acquired after the date of the Indenture (including acquisitions by way of
merger or consolidation) by the Company or a Restricted Subsidiary
contemporaneously with such acquisition, or within 120 days thereafter, to
secure or provide for the payment or financing of any part of the purchase
price thereof, or the assumption of any mortgage, pledge or other lien upon
any shares of stock, indebtedness or other obligations of a Subsidiary or any
Principal Property acquired after the date of the Indenture existing at the
time of such acquisition, or the acquisition of any shares of stock,
indebtedness or other obligations of a Subsidiary or any Principal Property
subject to any mortgage, pledge or other lien without the assumption thereof,
provided that every such mortgage, pledge or lien referred to in this clause
(a) shall attach only to the shares of stock, indebtedness or other
obligations of a Subsidiary or any Principal Property so acquired and fixed
improvements thereon; (b) any mortgage, pledge or other lien on any shares of
stock, indebtedness or other obligations of a Subsidiary or any Principal
Property existing at the date of the Indenture; (c) any mortgage, pledge or
other lien on any shares of stock, indebtedness or other obligations of a
Subsidiary or any Principal Property in favor of the Company or any Restricted
Subsidiary; (d) any mortgage, pledge or other lien on Principal Property being
constructed or improved securing loans to finance such construction or
improvements; (e) any mortgage, pledge or other lien on shares of stock,
indebtedness or other obligations of a Subsidiary or any Principal Property
incurred in connection with the issuance of tax exempt governmental
obligations; and (f) any renewal of or substitution for any mortgage, pledge
or other lien permitted by any of the preceding clauses (a) through (e),
provided, in the case of a mortgage, pledge or other lien permitted under
clause (a), (b) or (d), the debt secured is not increased nor the lien
extended to any additional assets. (Section 3.6(a)) Notwithstanding the
foregoing, the Company or any Restricted Subsidiary may create or assume liens
in addition to those permitted by clauses (a) through (f), and renew, extend
or replace such liens, provided that at the time of such creation, assumption,
renewal, extension or replacement, and after giving effect thereto, Exempted
Debt (as hereinafter defined) does not exceed 10% of Consolidated Net Worth.
(Section 3.6(b))
Restrictions on Sale and Lease-Back Transactions. The
Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, sell or transfer, directly or indirectly, except to
the Company or a Restricted Subsidiary, any Principal Property as an entirety,
or any substantial portion thereof, with the intention of taking back a lease
of such property, except a lease for a period of three years or less at the
end of which it is intended that the use of such property by the lessee will
be discontinued; provided that, notwithstanding the foregoing, the Company or
any Restricted Subsidiary may sell any such Principal Property and lease it
back for a longer period (a) if the Company or such Restricted Subsidiary
would be entitled, pursuant to the provisions of Section 3.6(a) of the
Indenture described above under "Certain Covenants of the CompanyRestrictions
on Liens," to create a mortgage on the property to be leased securing Funded
Debt in an amount equal to the Attributable Debt (as hereinafter defined) with
respect to such sale and lease-back transaction without equally and ratably
securing the outstanding Debt Securities or (b) if (i) the Company promptly
informs the Trustee of such transaction, (ii) the net proceeds of such
transaction are at least equal to the fair value (as determined by board
resolution of the Company) of such property and (iii) the Company causes an
amount equal to the net proceeds of the sale to be applied to the retirement,
within 120 days after receipt of such proceeds, of Funded Debt incurred or
assumed by the Company or a Restricted Subsidiary (including the Debt
Securities); provided further that, in lieu of applying all of or any part of
such net proceeds to such retirement, the Company may, within 75 days after
such sale, deliver or cause to be delivered to the applicable trustee for
cancellation either debentures or notes evidencing Funded Debt of the Company
(which may include the outstanding Debt Securities) or of a Restricted
Subsidiary previously authenticated and delivered by the applicable trustee,
and not theretofore tendered for sinking fund purposes or called for a sinking
fund or otherwise applied as a credit against an obligation to redeem or
retire such notes or debentures. If the Company so delivers debentures or
notes to the applicable trustee with an Officers' Certificate, the amount of
cash which the Company will be required to apply to the retirement of Funded
Debt will be reduced by an amount equal to the aggregate of the then
applicable optional redemption prices (not including any optional sinking fund
redemption prices) of such debentures or notes, or if there are no such
redemption prices, the principal amount of such debentures or notes, provided,
that in the case of debentures or notes which provide for an amount less than
the principal amount thereof to be due and payable upon a declaration of the
maturity thereof, such amount of cash shall be reduced by the amount of
principal of such debentures or notes that would be due and payable as of the
date of such application upon a declaration of acceleration of the maturity
thereof pursuant to the terms of the indenture pursuant to which such
debentures or notes were issued. (Section 3.7(a)) Notwithstanding the
foregoing, the Company or any Restricted Subsidiary may enter into sale and
lease-back transactions in addition to those permitted in this paragraph and
without any obligation to retire any outstanding Debt Securities or other
Funded Debt, provided that at the time of entering into such sale and
lease-back transactions and after giving effect thereto, Exempted Debt does
not exceed 10% of Consolidated Net Worth. (Section 3.7(b))
Restrictions on Funded Debt of Restricted Subsidiaries. The
Indenture provides that the Company will not permit any Restricted Subsidiary
(a) to create, assume or permit to exist any Funded Debt other than (i) Funded
Debt secured by a mortgage, pledge or lien which is permitted to such
Restricted Subsidiary under the provisions described above under the "Certain
Covenants of the CompanyRestrictions on Liens," (ii) Funded Debt owed to the
Company or any Restricted Subsidiary, (iii) Funded Debt of a corporation
existing at the time it becomes a Restricted Subsidiary, (iv) Funded Debt
existing on the date of the Indenture, (v) Funded Debt created in connection
with the issuance of tax exempt governmental obligations or (vi) renewals,
extensions or replacements of the foregoing, or (b) to guarantee, directly or
indirectly through any arrangement which is substantially the equivalent of a
guarantee, any Funded Debt except for (i) guarantees existing on the date of
the Indenture, (ii) guarantees which, on the date of the Indenture, a
Restricted Subsidiary is obligated to give (iii) guarantees of Funded Debt
secured by a mortgage, pledge or lien which is permitted to such Restricted
Subsidiary under the provisions described above under "Certain Covenants of the
CompanyRestrictions on Liens" or (iv) renewals, extensions or replacements of
the foregoing. (Section 3.8(a)) Notwithstanding the foregoing, any Restricted
Subsidiary may create, assume or guarantee Funded Debt in addition to that
permitted in this paragraph, and renew, extend or replace such Funded Debt,
provided that at the time of such creation, assumption, guarantee, renewal,
extension or replacement, and after giving effect thereto, Exempted Debt does
not exceed 10% of Consolidated Net Worth. (Section 3.8(b))
The Indenture does not contain provisions which would afford
the holders of the Debt Securities protection in the event of a decline in the
Company's credit quality resulting from a change of control transaction, a
highly leveraged transaction or other similar transactions involving the
Company.
Certain Definitions
The term "Attributable Debt" as defined in the Indenture means,
when used in connection with a sale and lease-back transaction, at any date as
of which the amount thereof is to be determined, the product of (a) the net
proceeds from such sale and lease-back transaction multiplied by (b) a
fraction, the numerator of which is the number of full years of the term of
the lease relating to the property involved in such sale and lease-back
transaction (without regard to any options to renew or extend such term)
remaining at the date of the making of such computation and the denominator of
which is the number of full years of the term of such lease measured from the
first day of such term.
The term "Consolidated Net Worth" as defined in the Indenture
means, at any date of determination, the consolidated stockholder's equity of
the Company, as set forth on the then most recently available consolidated
balance sheet of the Company and its consolidated Subsidiaries; provided that
if at such date Nabisco Holdings, including its successors and assigns, is a
consolidated Subsidiary of the Company, such calculation shall be increased by
(i) the amount of the minority interest in Nabisco Holdings, including its
successors and assigns, as set forth on the then most recently available
consolidated balance sheet of the Company and its consolidated Subsidiaries,
and reduced by (ii) the consolidated stockholders' equity of Nabisco Holdings,
including its successors and assigns, as set forth on the then most recently
available consolidated balance sheet of Nabisco Holdings and its consolidated
subsidiaries; provided further that if at such date Nabisco Holdings,
including its successors and assigns, is not a consolidated Subsidiary of the
Company, such calculation shall be reduced by the amount of the Company's
investment in Nabisco Holdings, including its successors and assigns, if any,
as set forth on the then most recently available consolidated balance sheet
of the Company and its consolidated Subsidiaries.
The term "Exempted Debt" as defined in the Indenture means the
sum, without duplication, of the following items outstanding as of the date
Exempted Debt is being determined: (i) indebtedness of the Company and the
Restricted Subsidiaries incurred after the date of the Indenture and secured
by liens created, assumed or otherwise incurred or permitted to exist pursuant
to Section 3.6(b) of the Indenture described above under "Certain Covenants of
the CompanyRestrictions on Liens"; (ii) Attributable Debt of the Company and
the Restricted Subsidiaries in respect of all sale and lease-back transactions
with regard to any Principal Property entered into pursuant to Section 3.7(b)
of the Indenture described above under "Certain Covenants of the
CompanyRestrictions on Sale and Lease-Back Transactions"; and (iii) Funded
Debt of Restricted Subsidiaries created, assumed, guaranteed or otherwise
incurred or permitted to exist pursuant to Section 3.8(b) of the Indenture
described above under "Certain Covenants of the CompanyRestrictions on Funded
Debt of Restricted Subsidiaries".
The term "Funded Debt" as defined in the Indenture means all
indebtedness for money borrowed, including purchase money indebtedness, having
a maturity of more than one year from the date of its creation or having a
maturity of less than one year but by its terms being renewable or extendible,
at the option of the obligor in respect thereof, beyond one year from its
creation.
The terms "Principal Property" as defined in the Indenture
means land, land improvements, buildings and associated factory and laboratory
equipment owned or leased pursuant to a capital lease and used by the Company
or a Restricted Subsidiary primarily for processing, producing, packaging or
storing its products, raw materials, inventories, or other materials and
supplies and located within the United States of America and having an
acquisition cost plus capitalized improvements in excess of 2% of Consolidated
Net Worth, as of the date of such determination, but not including any such
property financed through the issuance of tax exempt governmental obligations,
or any such property that has been determined by board resolution of the
Company not to be of material importance to the respective businesses
conducted by the Company or such Restricted Subsidiary effective as of the
date such resolution is adopted.
The term "Restricted Subsidiary" as defined in the Indenture
means any Subsidiary organized and existing under the laws of the United
States of America and the principal business of which is carried on within the
United States of America which owns or is a lessee pursuant to a capital lease
of any Principal Property and in which the investment of the Company and all
its Subsidiaries exceeds 5% of Consolidated Net Worth as of the date of such
determination other than (i) each Subsidiary the major part of whose business
consists of finance, banking, credit, leasing, insurance, financial services
or other similar operations, or any combination thereof; (ii) each Subsidiary
formed or acquired after the date of the Indenture for the purpose of
acquiring the business or assets of another person and which does not acquire
all or any substantial part of the business or assets of the Company or any
Restricted Subsidiary; and (iii) Nabisco Holdings, each subsidiary of Nabisco
Holdings and each of their successors and assigns; provided, that the Board of
Directors of the Company may declare any such Subsidiary to be a Restricted
Subsidiary. The principal Restricted Subsidiary as of the date hereof is RJRT.
The term "Subsidiary" as defined in the Indenture means any
corporation of which at least a majority of all outstanding stock having by
the terms thereof ordinary voting power in the election of directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation has or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, owned by
the Company, or by one or more Subsidiaries of the Company or by the Company
and one or more Subsidiaries.
Restrictions on Mergers and Sales of Assets
Nothing contained in the Indenture or in the Debt Securities
will prevent any consolidation or merger of the Company into any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers to which the Company or its successor
will be a party, or will prevent any sale, lease or conveyance of the property
of the Company, as an entirety or substantially as an entirety; provided that
upon any such consolidation, merger, sale, lease or conveyance to which the
Company is a party and in which the Company is not the surviving corporation,
the due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed or observed by the Company and the
due and punctual payment of the principal of and interest on all of the Debt
Securities, according to their tenor, shall be expressly assumed by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the corporation formed by such consolidation, or
into which the Company shall have been merged, or which shall have acquired
such property. (Section 9.1)
Events of Default
An Event of Default with respect to any series of Debt
Securities is defined under the Indenture as being: (a) default in payment of
any principal of the Debt Securities of such series when the same shall become
due and payable, either at maturity, upon any redemption, by declaration or
otherwise; (b) default for 30 days in payment of any interest on any Debt
Securities of such series; (c) default in the payment of any sinking fund
installment on the Debt Securities of such series when the same shall become
due and payable; (d) default for 90 days after written notice in the
observance or performance of any other covenant or agreement in respect of the
Debt Securities of such series; (e) certain events of bankruptcy, insolvency
or reorganization; and (f) any other Event of Default provided in a
supplemental indenture or board resolution relating to such securities.
(Section 5.1)
The Indenture provides that (a) if an Event of Default due to
the default in payment of principal of, premium, if any, or any interest on,
any series of Debt Securities or due to the default in the performance or
breach of any other covenant or warranty of the Company applicable to the Debt
Securities of such series but not applicable to all outstanding Debt
Securities shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the Debt Securities of
each affected series then outstanding (voting as a single class) by notice in
writing may then declare the principal of all Debt Securities of all such
affected series and interest accrued thereon to be due and payable
immediately; and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Indenture
applicable to all outstanding Debt Securities or due to certain events of
bankruptcy, insolvency and reorganization of the Company shall have occurred
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all Debt Securities then outstanding (treated as one class)
by notice in writing may declare the principal of all Debt Securities and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal of, premium, if any, or
any interest on such Debt Securities) by the holders of a majority in
principal amount of the Debt Securities of all affected series then
outstanding. (Section 5.1)
The Indenture contains a provision entitling the Trustee,
subject to the duty of the Trustee during a default to act with the required
standard of care, to be indemnified by the holders of Debt Securities before
proceeding to exercise any right or power under the Indenture at the request
of such holders. (Section 5.6) Subject to such provisions in the Indenture
for the indemnification of the Trustee and certain other limitations, the
holders of a majority in aggregate principal amount of the Debt Securities of
each affected series then outstanding (with each such series voting as a
separate class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee. (Section 5.9)
The Indenture provides that no holder of Debt Securities may
institute any action against the Company under the Indenture (except actions
for payment of overdue principal or interest) unless such holder previously
shall have given to the Trustee written notice of default and continuance
thereof and unless the holders of not less than 25% in aggregate principal
amount of the Debt Securities of each affected series then outstanding
(treated as a single class) shall have requested the Trustee to institute such
action and shall have offered the Trustee reasonable indemnity, the Trustee
shall not have instituted such action within 60 days of such request and the
Trustee shall not have received direction inconsistent with such written
request by the holders of a majority in principal amount of the Debt
Securities of each affected series (treated as one class). (Section 5.6 and
Section 5.7)
The Indenture contains a covenant that the Company will file
annually, not more than four months after the end of its fiscal year, with the
Trustee a certificate that no default existed or a certificate specifying any
default that existed. (Section 3.5)
Discharge, Defeasance and Covenant Defeasance
The Indenture provides with respect to each series of Debt
Securities that, except to the extent the terms of such series of Debt
Securities provide otherwise, the Company may elect (a) to be released from
any and all obligations (except for the obligations to register the transfer
or exchange of the Debt Securities of such series and the Company's right of
optional redemption, to replace mutilated, destroyed, lost or stolen Debt
Securities of such series, rights of holders of Debt Securities to receive
payments of principal thereof and interest thereon, upon the original stated
due dates therefor (but not upon acceleration), to maintain an office or
agency in respect of the Debt Securities of such series and to hold moneys for
payment in trust) with respect to Debt Securities of any series for which the
exact amount of principal and interest due can be determined at the time of
the deposit with the Trustee as described below and all the Debt Securities of
such series are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption ("one-year
defeasance"), (b) to defease and be discharged from any and all obligations
with respect to the Debt Securities of such series on the 91st day after the
deposit with the Trustee as described below (except for the obligations set
forth as exceptions in the preceding clause (a)) ("legal defeasance") or (c)
to be released from its obligations with respect to the Debt Securities of
such series (except for the obligations set forth as exceptions in the
preceding clause (a) and the obligations to compensate and indemnify the
Trustee, to appoint a successor Trustee, to repay certain moneys held by the
Paying Agent and to return certain unclaimed moneys held by the Trustee and to
comply with the Trust Indenture Act of 1939, as amended) ("covenant
defeasance"), upon the deposit with the Trustee, in trust for such purpose, of
cash or, in the case of Debt Securities payable in U.S. dollars, U.S.
Government Obligations (as defined in the Indenture) which through the payment
of principal and interest in accordance with their terms will insure the
availability of monies sufficient, or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent accountants, to pay the
principal of, premium, if any, and any interest on the Debt Securities of such
series, and any mandatory sinking fund thereon, on the due date thereof. Such
a trust may (except with respect to one-year defeasance or to the extent the
terms of the Debt Securities of such series otherwise provide) only be
established, if among other things, the Company has delivered to the Trustee
an opinion of counsel (as specified in the Indenture) to the effect that the
Holders of the Debt Securities of such series will not recognize income, gain
or loss for Federal income tax purposes as a result of such legal defeasance
or covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same time as would have been the case
if such legal defeasance or covenant defeasance had not occurred. Such
opinion, in the case of legal defeasance under clause (b) above, must (except
to the extent the terms of the Debt Securities of the relevant series
otherwise provide) refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable Federal income tax law occurring after the
date of the Indenture. The Prospectus Supplement may further describe the
provisions, if any, permitting such legal defeasance or covenant defeasance
with respect to the Offered Debt Securities of the series to which such
Prospectus Supplement relates. (Section 10.1)
Modification of the Indenture
The Indenture provides that the Company and the Trustee may
enter into supplemental indentures without the consent of the holders of Debt
Securities to: (a) secure any Debt Securities, (b) evidence the assumption by
a successor corporation of the obligations of the Company, (c) add covenants
for the protection of the holders of one or more series of Debt Securities or
to add Events of Default, (d) cure any ambiguity or correct any inconsistency
in the Indenture or to make other changes not materially adverse to the
interest of Holders of the Debt Securities, (e) establish the forms or terms
of Debt Securities of any series, (f) provide for uncertificated Debt
Securities, (g) evidence the acceptance of appointment by a successor trustee
or (h) comply with the Trust Indenture Act of 1939, as amended. (Section 8.1)
The Indenture also contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less than a majority
in aggregate principal amount of Debt Securities of all series then
outstanding and affected (voting as one class), to add any provisions to, or
change in any manner or eliminate any of the provisions of, the Indenture or
modify in any manner the rights of the holders of the Debt Securities of each
series so affected; provided that the Company and the Trustee may not, without
the consent of the holder of each outstanding Debt Security affected thereby,
(a) extend the final maturity of any Debt Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on the redemption thereof or change the
currency in which the principal thereof (including any amount in respect of
original issue discount), or any interest thereon is payable, or reduce the
amount of the principal of any original issue discount security payable upon
acceleration or provable in bankruptcy, or alter certain provisions of the
Indenture relating to the Debt Securities issued thereunder not denominated in
U.S. dollars or impair the right to institute suit for the enforcement of any
payment on any Debt Security when due or any right of repayment at the option
of the holder of a Debt Security or (b) reduce the aforesaid percentage in
principal amount of Debt Securities of any series, the consent of the holders
of which is required for any such modification. (Section 8.2)
Concerning the Trustee
The Company and its subsidiaries maintain ordinary banking
relationships with Citibank, N.A. and its affiliates and a number of other
banks. The Bank of New York and its affiliates along with a number of other
banks have extended credit facilities to the Company and its subsidiaries.
The Bank of New York also acts as trustee under the indenture relating to the
Junior Subordinated Debt Securities of RJR Nabisco Holdings Corp. and under
the Declarations of Trust creating the Trusts.
PLAN OF DISTRIBUTION
The Company may offer the Debt Securities directly to
purchasers or to or through underwriters, dealers or agents. Any such
underwriter(s), dealer(s) or agent(s) involved in the offer and the sale of
the Debt Securities in respect of which this Prospectus is delivered will be
named in the accompanying Prospectus Supplement. The Prospectus Supplement
with respect to such Debt Securities will also set forth the terms of the
offering of such Debt Securities, including the purchase price of such Debt
Securities and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which such Debt Securities may
be listed.
The distribution of the Debt Securities may be effected from
time to time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Prospectus Supplement will describe the method of distribution of the Debt
Securities.
If underwriters are used in an offering of Debt Securities, the
name of each managing underwriter, if any, and any other underwriters and the
terms of the transaction, including any underwriting discounts and other items
constituting compensation of the underwriters and dealers, if any, will be set
forth in the Prospectus Supplement relating to such offering and the Debt
Securities will be acquired by the underwriters for their own accounts and may
be resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time
to time. It is anticipated that any underwriting agreement pertaining to any
Debt Securities will (1) entitle the underwriters to indemnification by the
Company against certain civil liabilities under the Securities Act or to
contribution with respect to payments which the underwriters may be required
to make in respect thereof, (2) provide that the obligations of the
underwriters will be subject to certain conditions precedent and (3) provide
that the underwriters will be obligated to purchase all Debt Securities
offered in a particular offering if any such Debt Securities are purchased.
In connection with an offering of Debt Securities, underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Debt Securities. Specifically, underwriters may over-allot in
connection with the offering, creating a syndicate short position. In
addition, underwriters may bid for, and purchase, Debt Securities in the open
market to cover syndicate short positions or to stabilize the price of the
Debt Securities. Finally, the underwriting syndicate may reclaim selling
concessions allowed for distributing the Debt Securities in the offering if
the syndicate repurchases previously distributed Debt Securities in syndicate
covering transactions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the Debt
Securities above independent market levels. Underwriters are not required to
engage in these activities, and may end any of these activities at any time.
If a dealer is used in an offering of Debt Securities, the
Company will sell such Debt Securities to the dealer, as principal. The
dealer may then resell such Debt Securities to the public at varying prices to
be determined by such dealer at the time of resale. The name of the dealer
and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
If an agent is used in an offering of Debt Securities, the
agent will be named, and the terms of the agency will be set forth, in the
Prospectus Supplement relating thereto. Unless otherwise indicated in such
Prospectus Supplement, an agent will act on a best efforts basis for the
period of its appointment.
Dealers and agents named in a Prospectus Supplement may be
deemed to be underwriters (within the meaning of the Securities Act) of the
Debt Securities described therein and, under agreements which may be entered
into with the Company, may be entitled to indemnification by the Company
against certain civil liabilities under the Securities Act. Underwriters,
dealers and agents may be customers of, engage in transactions with, or
perform services for, the Company in the ordinary course of business.
Offers to purchase Debt Securities may be solicited, and sales
thereof may be made, by the Company directly to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resales thereof. The terms of any such
offer will be set forth in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters or other agents of the Company to solicit offers by
certain institutional investors to purchase Debt Securities from the Company
pursuant to contracts providing for payment and delivery at a future date.
Institutional investors with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all
cases such purchasers must be approved by the Company. The obligations of any
purchaser under any such contract will not be subject to any conditions except
that (1) the purchase of the Debt Securities shall not at the time of delivery
be prohibited under the laws of any jurisdiction to which such purchaser is
subject and (2) if the Debt Securities are also being sold to underwriters,
the Company shall have sold to such underwriters the Debt Securities not
subject to delayed delivery. Underwriters and other agents will not have any
responsibility in respect of the validity or performance of such contracts.
The anticipated date of delivery of Debt Securities will be set
forth in the Prospectus Supplement relating to each offering.
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for the
Company by H. Colin McBride, Senior Vice President, Associate General Counsel
and Secretary of the Company. As of July 31, 1998, H. Colin McBride
beneficially owned shares and options to purchase shares totaling less than
0.1% of the number of outstanding shares of Holdings' common stock.
EXPERTS
The consolidated financial statements and financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference herein, and have been so
incorporated by reference in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
ERISA MATTERS
Holdings and certain affiliates of Holdings may each be considered a
"party in interest" within the meaning of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or a "disqualified person" within
the meaning of the Code with respect to many employee benefit plans.
Prohibited transactions within the meaning of ERISA or the Code may arise, for
example, if the securities offered hereby are acquired by a pension or other
employee benefit plan with respect to which Holdings or any of its affiliates
is a service provider, unless such securities are acquired pursuant to an
exemption for transactions effected on behalf of such plan by a "qualified
professional asset manager" or pursuant to any other available exemption. Any
such pension or employee benefit plan proposing to invest in the securities
offered hereby should consult with its legal counsel.
RJR Nabisco Holdings Corp.
Junior Subordinated Debt Securities
RJR Nabisco Holdings Capital Trust II
RJR Nabisco Holdings Capital Trust III
RJR Nabisco Holdings Capital Trust IV
RJR Nabisco Holdings Capital Trust V
RJR Nabisco Holdings Capital Trust VI
Preferred Securities guaranteed to the extent set forth herein
by RJR Nabisco Holdings Corp.
-------------------------
RJR Nabisco Holdings Corp. ("Holdings") may offer and sell from
time to time junior subordinated debt securities (the "Junior Subordinated
Debt Securities") consisting of debentures, notes or other evidences of
indebtedness in one or more series and in amounts, at prices and on terms to
be determined at or prior to the time of any such offering. The Junior
Subordinated Debt Securities will be unsecured obligations of Holdings,
subordinate and junior in right of payment to all of its Senior Indebtedness
(as defined herein).
RJR Nabisco Holdings Capital Trust II, RJR Nabisco Holdings
Capital Trust III, RJR Nabisco Holdings Capital Trust IV, RJR Nabisco Holdings
Capital Trust V and RJR Nabisco Holdings Capital Trust VI (each an "RJR Nabisco
Holdings Capital Trust"), each a statutory business trust formed under the
laws of the State of Delaware, may offer and sell, from time to time,
preferred securities representing undivided beneficial interests in the assets
of the respective RJR Nabisco Holdings Capital Trusts ("Preferred
Securities"). The payment of periodic cash distributions with respect to
Preferred Securities of the Trust out of moneys held by the Institutional
Trustee (as defined herein) of each of the RJR Nabisco Holdings Capital
Trusts, and payments on liquidation of each RJR Nabisco Holdings Capital Trust
and on redemption of Preferred Securities of such RJR Nabisco Holdings Capital
Trust, will be guaranteed by Holdings as and to the extent described herein
(each, a "Preferred Securities Guarantee"). See "Description of the Preferred
Securities Guarantees". Holdings' obligation under each Preferred Securities
Guarantee is an unsecured obligation of Holdings and will rank (i) pari passu
in right of payment with Holdings' obligations under the Preferred Securities
Guarantees and other guarantees of preferred securities of any Financing
Entity (as defined herein), (ii) subordinate and junior in right of payment to
all Senior Indebtedness of Holdings, except obligations and securities made
pari passu or subordinate by their terms, and the Junior Subordinated Debt
Securities, and (iii) senior to all capital stock now or hereafter issued by
Holdings and to any guarantee now or hereafter entered into by Holdings in
respect of any of its capital stock. Junior Subordinated Debt Securities may
be issued and sold from time to time in one or more series by Holdings to an
RJR Nabisco Holdings Capital Trust, or a trustee of such trust, in connection
with the investment of the proceeds from the offering of Preferred Securities
and Common Securities (as defined herein) of such RJR Nabisco Holdings Capital
Trust. The Junior Subordinated Debt Securities purchased by an RJR Nabisco
Holdings Capital Trust may be subsequently distributed pro rata to holders of
Preferred Securities and Common Securities in connection with the dissolution
of such RJR Nabisco Holdings Capital Trust, upon the occurrence of certain
events as may be described in an accompanying Prospectus Supplement.
Specific terms of the Junior Subordinated Debt Securities of
any series or the Preferred Securities of any RJR Nabisco Holdings Capital
Trust in respect of which this Prospectus is being delivered (the "Offered
Securities") will be set forth in a Prospectus Supplement with respect to such
Offered Securities, which will describe, without limitation and where
applicable, the following: (i) in the case of Junior Subordinated Debt
Securities, the specific designation, aggregate principal amount, authorized
denomination, maturity, premium, if any, redemption or sinking fund
provisions, if any, interest rate (which may be fixed or variable), if any,
the time and method of calculating interest payments, if any, dates on which
premium, if any, and interest, if any, will be payable, the right of Holdings,
if any, to defer payments of interest on the Junior Subordinated Debt
Securities and the maximum length of such deferral period, the initial public
offering price, and any listing on a securities exchange and other specific
terms of the offering; and (ii) in the case of Preferred Securities, the
specific designation, number of securities, liquidation amount per security,
initial public offering price, and any listing on a securities exchange,
distribution rate (or method of calculation thereof), dates on which
distributions shall be payable and dates from which distributions shall
accrue, voting rights (if any), terms for any conversion or exchange into
other securities, any redemption or sinking fund provisions, any other rights,
preferences, privileges, limitations or restrictions relating to the Preferred
Securities and the terms upon which the proceeds of the sale of the Preferred
Securities shall be used to purchase a specific series of Junior Subordinated
Debt Securities of Holdings.
The Offered Securities may be offered in amounts, at prices and
on terms to be determined at the time of offering. Any Prospectus Supplement
relating to any series of Offered Securities will contain information
concerning certain United States federal income tax considerations, if
applicable, to the Offered Securities. By separate prospectus, the form of
which is included in the Registration Statement of which this Prospectus is a
part, RJR Nabisco, Inc. may offer Debt Securities in one or more series from
time to time. The aggregate initial public offering price of the securities to
be offered by this Prospectus and such other prospectus shall not exceed
$2,250,000,000. The aggregate initial offering price of the securities to be
offered by this Prospectus shall not exceed $1,250,000,000.
-------------------------
Holdings and/or each of the RJR Nabisco Holdings Capital Trusts
may sell the Offered Securities directly to purchasers or through underwriters
or through agents designated from time to time, as set forth in the
accompanying Prospectus Supplement. Net proceeds to Holdings and/or any RJR
Nabisco Holdings Capital Trust will be the purchase price in the case of a
dealer, the public offering price less discount in the case of an underwriter,
the purchase price less commission in the case of an agent--in each case, less
other expenses attributable to issuance and distribution. See "Plan of
Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The date of this Prospectus is August 31, 1998
AVAILABLE INFORMATION
Holdings is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and also are available for inspection
and copying at the regional offices of the Commission located at Seven World
Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the public reference section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission maintains a web site that contains reports, proxy statements and
other information regarding registrants that file electronically with the
Commission. The address of such site is http://www.sec.gov. Such reports, proxy
statements and other information also can be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which
exchange certain of Holdings' securities are listed.
This Prospectus constitutes a part of a Registration Statement
filed by Holdings and the RJR Nabisco Holdings Capital Trusts with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to Holdings, the RJR
Nabisco Holdings Capital Trusts and the securities offered hereby. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
No separate financial statements of any of the RJR Nabisco
Holdings Capital Trusts have been included or incorporated by reference
herein. Holdings and the RJR Nabisco Holdings Capital Trusts do not consider
that such financial statements would be material to holders of the Preferred
Securities because (i) all of the voting securities of each RJR Nabisco
Holdings Capital Trust will be owned, directly or indirectly by, Holdings, a
reporting company under the Exchange Act, (ii) each of the RJR Nabisco
Holdings Capital Trusts is a newly-formed special purpose entity, has no
operating history, has no independent operations and is not engaged in, and
does not propose to engage in, any activity other than issuing Trust
Securities (as defined herein) representing undivided beneficial interests in
the assets of such RJR Nabisco Holdings Capital Trust and investing the
proceeds thereof in Junior Subordinated Debt Securities issued by Holdings and
(iii) the obligations of each of the RJR Nabisco Holdings Capital Trusts under
the Preferred Securities of such RJR Nabisco Holdings Capital Trust are fully
and unconditionally guaranteed by Holdings as and to the extent described
herein. See "The RJR Nabisco Holdings Capital Trusts," "Description of the
Preferred Securities Guarantees" and "Description of the Junior Subordinated
Debt Securities." The RJR Nabisco Holdings Capital Trusts are statutory
business trusts formed under the laws of the State of Delaware. Holdings, as
of the date of this Prospectus, beneficially owns all of the beneficial
interests in each of the RJR Nabisco Holdings Capital Trusts.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by
Holdings (File No. 1-10215) pursuant to the Exchange Act are incorporated by
reference and shall be deemed a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997,
(b) Quarterly Reports on Form 10-Q for the fiscal quarter ended
March 31, 1998,
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, and
(d) All documents filed by Holdings pursuant to sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered
Securities.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of the documents incorporated herein by reference
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents) may be obtained upon request without charge by
persons, including beneficial owners, to whom this Prospectus is delivered.
Requests should be made to RJR Nabisco Holdings Corp., Attention: Investor
Relations Department, 1301 Avenue of the Americas, New York, New York 10019,
telephone number (212) 258-5600.
HOLDINGS
The operating subsidiaries of Holdings, owned through its
wholly owned subsidiary, RJR Nabisco, Inc. ("RJRN"), comprise one of the
largest tobacco and food companies in the world. In the United States, the
tobacco business is conducted by R. J. Reynolds Tobacco Company ("RJRT"), a
wholly owned subsidiary of RJRN and the second largest manufacturer of
cigarettes, and the food business is conducted by Nabisco Holdings Corp.
("Nabisco Holdings") through its wholly owned subsidiary, Nabisco, Inc.
("Nabisco"), the largest manufacturer and marketer of cookies and crackers.
RJRN owns approximately 80.6% of the economic interest and approximately 97.6%
of the voting power of Nabisco Holdings. Tobacco operations outside the United
States are conducted by R. J. Reynolds International B.V. ("Reynolds
International") and food operations outside the United States are conducted by
Nabisco International and Nabisco Ltd, subsidiaries of Nabisco. RJRT's and
Reynolds International's tobacco products are sold around the world under a
variety of brand names. Food products are sold in the United States, Canada,
Latin America and certain other international markets.
Tobacco
RJRT's largest selling cigarette brands in the United States
include DORAL, WINSTON, CAMEL, SALEM and VANTAGE. RJRT's other cigarette
brands, including MONARCH, MORE, NOW, CENTURY, STERLING and MAGNA, are
marketed to meet a variety of smoker preferences. All RJRT brands are marketed
in a variety of styles. Reynolds International operates in over 170 markets
around the world and is the second largest of two international cigarette
producers that have significant positions in the American Blend segment of the
international tobacco market.
Food
Nabisco is one of the largest food businesses in the world.
Through its domestic divisions, Nabisco manufactures and markets cookies,
crackers, snack foods, hard and bite-size candy, gum, nuts, hot cereals, pet
foods, dry-mix dessert products and other grocery products under established
and well-known trademarks, including OREO, CHIPS AHOY!, SNACKWELL'S, NEWTONS,
RITZ, PREMIUM, LIFE SAVERS, PLANTERS, A.1, GREY POUPON, MILK-BONE and CREAM OF
WHEAT. Nabisco International is a leading producer of biscuits, powdered
dessert and drink mixes, baking powder, pasta, juices, milk products and other
grocery items, as well as industrial yeast and baking ingredients, in many of
the 17 Latin American countries in which it has operations. Nabisco Ltd, which
conducts Nabisco's Canadian operations through a biscuit division, a grocery
division and a food service division, is that country's largest cookie and
cracker business and one of its leading producers of canned fruits, canned
vegetables, fruit juice and drinks and pet snacks.
THE RJR NABISCO HOLDINGS CAPITAL TRUSTS
Each of the RJR Nabisco Holdings Capital Trusts is a statutory
business trust that was formed under the Delaware Business Trust Act (the
"Business Trust Act") on August 6, 1998 pursuant to separate declarations of
trust dated August 5, 1998 among the Trustees of such RJR Nabisco Holdings
Capital Trust and Holdings and the filing of separate certificates of trust
with the Secretary of State of Delaware. Each such Declaration will be
amended and restated in its entirety (as so amended and restated, the
"Declaration") substantially in the form filed as an exhibit to the
Registration Statement of which this Prospectus forms a part, as of the date
the Preferred Securities of such RJR Nabisco Holdings Capital Trust are
initially issued. Each Declaration will be qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). Upon issuance
of the Preferred Securities by an RJR Nabisco Holdings Capital Trust, the
holders thereof will own all of the issued and outstanding Preferred
Securities of such RJR Nabisco Holdings Capital Trust. Holdings has agreed to
acquire common securities representing common undivided beneficial interests
in the assets of each RJR Nabisco Holdings Capital Trust (the "Common
Securities," and together with the Preferred Securities, the "Trust
Securities") in an amount equal to at least 3% of the total capital of each
RJR Nabisco Holdings Capital Trust and will own, directly or indirectly, all
of the issued and outstanding Common Securities of each RJR Nabisco Holdings
Capital Trust. The Preferred Securities and the Common Securities will have
equivalent terms; provided that (i) if a Declaration Event of Default (as
defined herein) under the Declaration occurs and is continuing, the holders of
Preferred Securities will have a priority over holders of the Common
Securities with respect to payments in respect of distributions and payments
upon liquidation, redemption or otherwise and (ii) holders of Common
Securities have the exclusive right (subject to the terms of the Declaration)
to appoint, remove or replace Trustees (other than the Special Regular
Trustee) and to increase or decrease the number of Trustees, subject to the
right of holders of Preferred Securities to appoint a Special Regular Trustee
upon the occurrence of an Appointment Event.
The number of Trustees of each RJR Nabisco Holdings Capital
Trust shall initially be five. Three of the Trustees (the "Regular Trustees")
are individuals who are employees and officers of Holdings or its affiliates.
The fourth trustee is The Bank of New York, which will act as the indenture
trustee for purposes of the Trust Indenture Act. The fifth trustee is The
Bank of New York (Delaware), which will serve as the Delaware Trustee.
Pursuant to each Declaration, the Institutional Trustee will have the power to
exercise all rights, powers and privileges under the Indenture (as defined
under "Description of Junior Subordinated Debt Securities") with respect to
the Junior Subordinated Debt Securities. The Institutional Trustee will
promptly make distributions to the holders of the Trust Securities, out of any
funds in the applicable Trust. The Preferred Securities Guarantees will be
separately qualified under the Trust Indenture Act and will be held by The
Bank of New York, acting in its separate capacity as trustee with respect to
the Preferred Securities Guarantees for the benefit of the holders of the
Preferred Securities.
Each RJR Nabisco Holdings Capital Trust exists for the purpose
of (a) issuing its Preferred Securities and its Common Securities in exchange
for cash and investing the proceeds thereof in an equivalent amount of Junior
Subordinated Debt Securities of Holdings and (b) engaging in such other
activities as are necessary or incidental thereto. The rights of the holders
of the Preferred Securities, including economic rights, rights to information
and voting rights, are set forth in the applicable Declaration, the Business
Trust Act and the Trust Indenture Act.
The duties and obligations of the Trustees of each RJR Nabisco
Holdings Capital Trust shall be governed by the Declaration of such Trust.
Under its Declaration, each RJR Nabisco Holdings Capital Trust shall not, and
the Trustees (including the Institutional Trustee) shall cause such RJR
Nabisco Holdings Capital Trust not to, engage in any activity other than in
connection with the purposes of such RJR Nabisco Holdings Capital Trust or
other than as required or authorized by the related Declaration. In
particular, each RJR Nabisco Holdings Capital Trust shall not and the Trustees
(including the Institutional Trustee) shall not (a) invest any proceeds
received by such RJR Nabisco Holdings Capital Trust from holding the Junior
Subordinated Debt Securities but shall promptly distribute all such proceeds
to holders of Trust Securities pursuant to the terms of the related
Declaration and of the Trust Securities; (b) acquire any assets other than as
expressly provided in the related Declaration; (c) possess Trust property for
other than a Trust purpose; (d) make any loans, other than loans represented
by the Junior Subordinated Debt Securities, (e) possess any power or otherwise
act in such a way as to vary the assets of such RJR Nabisco Holdings Capital
Trust or the terms of the Trust Securities in any way whatsoever; (f) issue
any securities or other evidences of beneficial ownership of, or beneficial
interests in, such RJR Nabisco Holdings Capital Trust other than the Trust
Securities; (g) incur any indebtedness for borrowed money or (h) (i) direct
the time, method and place of exercising any trust or power conferred upon the
Indenture Trustee (as defined under "Description of Junior Subordinated
Debentures") with respect to the Junior Subordinated Debt Securities deposited
in that RJR Nabisco Holdings Capital Trust or upon the Institutional Trustee
of that RJR Nabisco Holdings Capital Trust with respect to its Preferred
Securities, (ii) waive any past default that is waivable under the Indenture
or the Declaration, (iii) exercise any right to rescind or annul any
declaration that the principal of all of the Junior Subordinated Debt
Securities shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Junior Subordinated Debt
Securities or the Declaration, in each case where such consent shall be
required, unless in the case of this clause (h), the Institutional Trustee
shall have received an unqualified opinion of nationally recognized
independent tax counsel recognized as expert in such matters to the effect
that such action will not cause such RJR Nabisco Holdings Capital Trust to be
classified for United States federal income tax purposes as an association
taxable as a corporation or a partnership and that such RJR Nabisco Holdings
Capital Trust will continue to be classified as a grantor trust for United
States federal income tax purposes.
The books and records of each RJR Nabisco Holdings Capital
Trust will be maintained at the principal office of such RJR Nabisco Holdings
Capital Trust and will be open for inspection by a holder of Preferred
Securities of such RJR Nabisco Holdings Capital Trust or the duly authorized
representative of such holder for any purpose reasonably related to its
interest in such RJR Nabisco Holdings Capital Trust during normal business
hours.
Except as provided below or under the Business Trust Act and
the Trust Indenture Act, holders of Preferred Securities will have no voting
rights. If (i) distributions on the Preferred Securities of an RJR Nabisco
Holdings Capital Trust are in arrears for six consecutive regularly scheduled
quarterly distribution periods or (ii) an Event of Default under the
Declaration occurs and is continuing, holders of Preferred Securities of such
RJR Nabisco Holdings Capital Trust shall have the right to vote, as a single
class, for the appointment of a Special Regular Trustee who need not be an
employee or officer of or otherwise affiliated with Holdings. The Special
Regular Trustee shall have the same rights, powers and privileges under the
applicable Declaration as a Regular Trustee.
The Institutional Trustee, for the benefit of the holders of
the Trust Securities of an RJR Nabisco Holdings Capital Trust, is authorized
under each Declaration to exercise all rights under the Indenture with respect
to the Junior Subordinated Debt Securities deposited in such RJR Nabisco
Holdings Capital Trust and to enforce Holdings' obligations under such Junior
Subordinated Debt Securities upon the occurrence of an Indenture Event of
Default. The Institutional Trustee shall also be authorized to enforce the
rights of holders of Preferred Securities of an RJR Nabisco Holdings Capital
Trust under the Preferred Securities Guarantee. If any RJR Nabisco Holdings
Capital Trust's failure to make distributions on the Preferred Securities of
an RJR Nabisco Holdings Capital Trust is a consequence of Holdings' exercise
of its right to extend the interest payment period for the Junior Subordinated
Debt Securities deposited in such RJR Nabisco Holdings Capital Trust, the
Institutional Trustee will have no right to enforce the payment of
distributions on the Preferred Securities until a Declaration Event of Default
shall have occurred. Holders of at least a majority in liquidation amount of
the Preferred Securities issued by an RJR Nabisco Holdings Capital Trust will
have the right to direct the Institutional Trustee for that RJR Nabisco
Holdings Capital Trust with respect to certain matters under the Declaration
for that RJR Nabisco Holdings Capital Trust and the related Preferred
Securities Guarantee. If the Institutional Trustee fails to enforce its rights
under the Indenture or fails to enforce the Preferred Securities Guarantee,
any holder of Preferred Securities may, after a period of 90 days has elapsed
from such holder's written request to the Institutional Trustee to enforce
such rights or the Preferred Securities Guarantee, institute a legal
proceeding against Holdings to enforce such rights or the Preferred Securities
Guarantee, as the case may be. In addition, the holders of at least 25% in
aggregate liquidation amount of the outstanding Preferred Securities would have
the right to directly institute proceedings for enforcement of payment to such
holders of principal of, or premium, if any, or interest on the Junior
Subordinated Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holders.
Pursuant to each Declaration, distributions on the Preferred
Securities must be paid on the dates payable out of any funds in the
applicable RJR Nabisco Holdings Capital Trust to the extent that the
Institutional Trustee has cash on hand in the Property Account to permit such
payment. If Holdings does not make interest payments on the Junior
Subordinated Debt Securities deposited in the RJR Nabisco Holdings Capital
Trust as trust assets, the Institutional Trustee will not make distributions
on the Preferred Securities of such RJR Nabisco Holdings Capital Trust. Under
each Declaration, if and to the extent Holdings does make interest payments on
the Junior Subordinated Debt Securities deposited in the RJR Nabisco Holdings
Capital Trust as trust assets, the Institutional Trustee is obligated to make
distributions on the Trust Securities of such RJR Nabisco Holdings Capital
Trust on a Pro Rata Basis (as defined below). The payment of distributions on
the Preferred Securities of an RJR Nabisco Holdings Capital Trust is
guaranteed by Holdings on a subordinated basis as and to the extent set forth
under "Description of the Preferred Securities Guarantees." A Preferred
Securities Guarantee is a full and unconditional guarantee from the time of
issuance of the Preferred Securities but the Preferred Securities Guarantee
covers distributions and other payments on the Preferred Securities only if
and to the extent that Holdings has made a payment to the Institutional
Trustee of interest or principal on the Junior Subordinated Debt Securities
deposited in the RJR Nabisco Holdings Capital Trust as trust assets. As used
in this Prospectus the term "Pro Rata Basis" shall mean pro rata to each
holder of Trust Securities of an RJR Nabisco Holdings Capital Trust according
to the aggregate liquidation amount of the Trust Securities of such RJR
Nabisco Holdings Capital Trust held by the relevant holder in relation to the
aggregate liquidation amount of all Trust Securities of such RJR Nabisco
Holdings Capital Trust outstanding unless, in relation to a payment, a
Declaration Event of Default (as defined herein) under the Declaration has
occurred and is continuing, in which case any funds available to make such
payment shall be paid first to each holder of the Preferred Securities of such
RJR Nabisco Holdings Capital Trust pro rata according to the aggregate
liquidation amount of the Preferred Securities held by the relevant holder in
relation to the aggregate liquidation amount of all the Preferred Securities of
such RJR Nabisco Holdings Capital Trust outstanding, and only after
satisfaction of all amounts owed to the holders of the Preferred Securities,
to each holder of Common Securities of such RJR Nabisco Holdings Capital Trust
pro rata according to the aggregate liquidation amount of the Common
Securities held by the relevant holder in relation to the aggregate
liquidation amount of all Common Securities of such RJR Nabisco Holdings
Capital Trust outstanding.
If an event of default under the Indenture (an "Indenture Event
of Default") occurs and is continuing with respect to Junior Subordinated Debt
Securities deposited in an RJR Nabisco Holdings Capital Trust as assets, an
event of default under the Declaration (a "Declaration Event of Default") of
such RJR Nabisco Holdings Capital Trust will occur and be continuing with
respect to the outstanding Trust Securities of such RJR Nabisco Holdings
Capital Trust. In such event, each Declaration provides that the holders of
Common Securities of such RJR Nabisco Holdings Capital Trust will be deemed to
have waived any such Declaration Event of Default with respect to the Common
Securities until all Declaration Events of Default with respect to the
Preferred Securities of such RJR Nabisco Holdings Capital Trust have been
cured or waived. Until all such Declaration Events of Default with respect to
the Preferred Securities of such RJR Nabisco Holdings Capital Trust have been
so cured or waived, the Institutional Trustee will be deemed to be acting
solely on behalf of the holders of the Preferred Securities of such RJR
Nabisco Holdings Capital Trust and only the holders of the Preferred
Securities will have the right to direct the Institutional Trustee with
respect to certain matters under such Declaration and consequently under the
Indenture. If any Declaration Event of Default with respect to the Preferred
Securities of such RJR Nabisco Holdings Capital Trust is waived by the holders
of the Preferred Securities of such RJR Nabisco Holdings Capital Trust as
provided in the Declaration, the holders of Common Securities pursuant to such
Declaration have agreed that such waiver also constitutes a waiver of such
Declaration Event of Default with respect to the Common Securities for all
purposes under the Declaration without any further act, vote or consent of the
holders of the Common Securities.
Each Declaration provides that the Trustees of such RJR Nabisco
Holdings Capital Trust may treat the person in whose name a Preferred Security
is registered on the books and records of such RJR Nabisco Holdings Capital
Trust as the sole holder thereof and of the Preferred Securities represented
thereby for purposes of receiving distributions and for all other purposes
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such certificate or in the Preferred Securities represented
thereby on the part of any person, whether or not such RJR Nabisco Holdings
Capital Trust shall have actual or other notice thereof. Preferred Securities
will be issued in fully registered form. Unless otherwise specified in a
Prospectus Supplement, investors may elect to hold their Preferred Securities
directly or, subject to the rules and procedures of the depositary institution
(the "Depositary Institution") named in an accompanying Prospectus Supplement,
hold interests in a global certificate registered on the books and records of
such RJR Nabisco Holdings Capital Trust in the name of a Depositary
Institution or its nominee. Under each Declaration:
(i) such RJR Nabisco Holdings Capital Trust and the Trustees
thereof shall be entitled to deal with a Depositary Institution (or any
successor depositary) for all purposes, including the payment of distributions
and receiving approvals, votes or consents under the related Declaration, and
except as set forth in the related Declaration, shall have no obligation to
persons beneficially owning Preferred Securities ("Preferred Security
Beneficial Owners") registered in the name of and held by a Depositary
Institution or its nominee; and
(ii) the rights of Preferred Security Beneficial Owners shall be
exercised only through a Depositary Institution (or any successor depositary)
and shall be limited to those established by law and agreements between such
Preferred Security Beneficial Owners and a Depositary Institution and/or its
participants. With respect to Preferred Securities registered in the name of
and held by a Depositary Institution or its nominee, all notices and other
communications required under each Declaration shall be given to, and all
distributions on such Preferred Securities shall be given or made to, a
Depositary Institution (or its successor).
The specific terms of the depositary arrangement with respect
to the Preferred Securities will be disclosed in the applicable Prospectus
Supplement.
In each Declaration, Holdings has agreed to pay for all debts
and obligations (other than with respect to the Trust Securities) and all
costs and expenses of the applicable RJR Nabisco Holdings Capital Trust,
including the fees and expenses of its Trustees and any taxes and all costs
and expenses with respect thereto, to which such RJR Nabisco Holdings Capital
Trust may become subject, except for United States withholding taxes. The
foregoing obligations of Holdings under the Declaration are for the benefit
of, and shall be enforceable by, any person to whom any such debts,
obligations, costs, expenses and taxes are owed (a "Creditor") whether or not
such Creditor has received notice thereof. Any such Creditor may enforce such
obligations of Holdings directly against Holdings and Holdings has irrevocably
waived any right or remedy to require that any such Creditor take any action
against any RJR Nabisco Holdings Capital Trust or any other person before
proceeding against Holdings. Holdings has agreed in each Declaration to
execute such additional agreements as may be necessary or desirable in order
to give full effect to the foregoing.
The foregoing summary of certain provisions of the Declarations
summarizes the material terms thereof. Reference is made and such summary is
qualified in all respects by such reference to the form of Declaration which
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
The business address of each RJR Nabisco Holdings Capital Trust
is c/o RJR Nabisco Holdings Corp., 1301 Avenue of the Americas, New York, New
York 10019, telephone number (212) 258-5600.
USE OF PROCEEDS
Each RJR Nabisco Holdings Capital Trust will use all proceeds
received from the sale of its Trust Securities to purchase Junior Subordinated
Debt Securities from Holdings.
Unless otherwise set forth in the applicable Prospectus
Supplement, the net proceeds from the sale of the Junior Subordinated Debt
Securities are expected to be used by Holdings for general corporate purposes.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS/DEFICIENCY
IN THE COVERAGE OF COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS BY EARNINGS BEFORE FIXED CHARGES
The ratio of earnings to fixed charges for the six months ended
June 30, 1998 and for each of the periods in the five-year period ended
December 31, 1997 are as follows:
Six Months
Ended
June 30, For the years ended December 31,
----------- --------------------------------------------------
1998 1997 1996 1995 1994 1993
----------- ------ ------ ------ ------ ------
(Dollars in millions)
(unaudited)
Ratio of earnings to fixed charges.................... -- 1.9 2.2 2.2 2.2 1.1
Deficiency in the coverage of fixed charges by
earnings before fixed charges........................ $141 -- -- -- -- --
Ratio of earnings to combined fixed charges and
preferred stock dividends............................ -- 1.6 1.7 1.5 1.4 --
Deficiency in the coverage of combined fixed charges
and preferred stock dividends by earnings before
fixed charges........................................ $171 -- -- -- -- 266
For purposes of these computations, earnings consist of income
before income taxes and fixed charges less minority interest in the pre-tax
income of Nabisco Holdings. Fixed charges consist of interest on indebtedness,
amortization of debt issuance costs, capitalized interest and that portion of
operating rental expense representative of the interest factor. Also, for
purposes of these computations, preferred stock dividends have been increased
to present the equivalent pre-tax amount, as applicable.
DESCRIPTION OF THE PREFERRED SECURITIES
Each RJR Nabisco Holdings Capital Trust may issue, from time to
time, only one series of Preferred Securities having terms described in the
Prospectus Supplement relating thereto. The Declaration of each RJR Nabisco
Holdings Capital Trust authorizes the Regular Trustees of such RJR Nabisco
Holdings Capital Trust to issue on behalf of such RJR Nabisco Holdings Capital
Trust one series of Preferred Securities. Each Declaration will be qualified
as an indenture under the Trust Indenture Act. The Preferred Securities will
have such terms, including distributions, redemption, voting, liquidation
rights and such other preferred, deferred or other special rights or such
restrictions as shall be set forth in the related Declaration or made part of
such Declaration by the Trust Indenture Act. Reference is made to the
Prospectus Supplement relating to the Preferred Securities of an RJR Nabisco
Holdings Capital Trust for specific terms, including (i) the specific
designation of such Preferred Securities, (ii) the number of Preferred
Securities issued by such RJR Nabisco Holdings Capital Trust, (iii) the annual
distribution rate (or method of calculation thereof) for Preferred Securities
issued by such RJR Nabisco Holdings Capital Trust, the date or dates upon
which such distributions shall be payable and the record date or dates for the
payment of such distributions, (iv) whether distributions on Preferred
Securities issued by such RJR Nabisco Holdings Capital Trust shall be
cumulative, and, in the case of Preferred Securities having such cumulative
distribution rights, the date or dates or method of determining the date or
dates from which distributions on Preferred Securities issued by such RJR
Nabisco Holdings Capital Trust shall be cumulative, (v) the amount or amounts
which shall be paid out of the assets of such RJR Nabisco Holdings Capital
Trust to the holders of Preferred Securities of such RJR Nabisco Holdings
Capital Trust upon voluntary or involuntary dissolution, winding-up or
termination of such RJR Nabisco Holdings Capital Trust, (vi) the obligation or
right, if any, of such RJR Nabisco Holdings Capital Trust to purchase or
redeem Preferred Securities issued by such RJR Nabisco Holdings Capital Trust
and the price or prices at which, the period or periods within which and the
terms and conditions upon which Preferred Securities issued by such RJR
Nabisco Holdings Capital Trust shall or may be purchased or redeemed, in whole
or in part, pursuant to such obligation or right, (vii) the voting rights, if
any, of Preferred Securities issued by such RJR Nabisco Holdings Capital Trust
in addition to those required by law, including the number of votes per
Preferred Security and any requirement for the approval of the holders of
Preferred Securities, or of Preferred Securities issued by one or more RJR
Nabisco Holdings Capital Trusts, or of both, as a condition to specified
actions or amendments to the Declaration of such RJR Nabisco Holdings Capital
Trust, (viii) terms for any conversion or exchange into other securities and
(ix) any other relevant rights, preferences, privileges, limitations or
restrictions of Preferred Securities issued by such RJR Nabisco Holdings
Capital Trust consistent with the Declaration of such RJR Nabisco Holdings
Capital Trust and with applicable law. All Preferred Securities offered
hereby will be guaranteed by Holdings as and to the extent set forth below
under "Description of the Preferred Securities Guarantees." Certain United
States federal income tax considerations applicable to any offering of
Preferred Securities will be described in the Prospectus Supplement relating
thereto.
In connection with the issuance of Preferred Securities, each
RJR Nabisco Holdings Capital Trust will issue one series of Common Securities.
The Declaration of each RJR Nabisco Holdings Capital Trust authorizes the
Regular Trustees of such trust to issue on behalf of such RJR Nabisco Holdings
Capital Trust one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions as
shall be set forth therein. The terms of the Common Securities issued by an
RJR Nabisco Holdings Capital Trust will be substantially identical to the
terms of the Preferred Securities issued by such RJR Nabisco Holdings Capital
Trust and the Common Securities will rank pari passu, and payments will be
made thereon on a Pro Rata Basis, with the Preferred Securities except that if
a Declaration Event of Default occurs and is continuing, the rights of the
holders of such Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and maturity will be subordinated to the
rights of the holders of such Preferred Securities. Except in certain limited
circumstances, the Common Securities issued by an RJR Nabisco Holdings Capital
Trust will also carry the right to vote and to appoint, remove or replace any
of the Trustees of that RJR Nabisco Holdings Capital Trust. All of the Common
Securities of an RJR Nabisco Holdings Capital Trust will be directly or
indirectly owned by Holdings.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the
Preferred Securities Guarantees that will be executed and delivered by
Holdings for the benefit of the holders from time to time of Preferred
Securities. Each Preferred Securities Guarantee will be separately qualified
under the Trust Indenture Act and will be held by The Bank of New York, acting
in its capacity as trustee with respect thereto, for the benefit of the
holders of the Preferred Securities of the applicable RJR Nabisco Holdings
Capital Trust. The terms of each Preferred Securities Guarantee include those
stated in such Preferred Securities Guarantee and those made part of such
Preferred Securities Guarantee by the Trust Indenture Act. The description of
the Preferred Securities Guarantee set forth below summarizes the material
terms thereof and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the form of the Preferred
Securities Guarantee, which is filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, and the Trust Indenture Act.
General
Pursuant to each Preferred Securities Guarantee, Holdings will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full, to the holders of the Preferred Securities issued by an RJR Nabisco
Holdings Capital Trust, the Guarantee Payments (as defined below) (without
duplication of amounts theretofore paid by such RJR Nabisco Holdings Capital
Trust), to the extent not paid by such RJR Nabisco Holdings Capital Trust,
regardless of any defense, right of set-off or counterclaim that such RJR
Nabisco Holdings Capital Trust may have or assert. The following payments or
distributions with respect to the Preferred Securities issued by an RJR
Nabisco Holdings Capital Trust to the extent not paid or made by such RJR
Nabisco Holdings Capital Trust (the "Guarantee Payments") will be subject to
the Preferred Securities Guarantee (without duplication): (i) any accrued and
unpaid distributions on the Preferred Securities and the redemption price,
including all accrued and unpaid distributions to the date of the redemption,
with respect to the Preferred Securities called for redemption by such RJR
Nabisco Holdings Capital Trust, but only if and to the extent that in each
case Holdings has made a payment to the related Institutional Trustee of
interest or principal on the Junior Subordinated Debt Securities deposited in
such RJR Nabisco Holdings Capital Trust as trust assets and (ii) upon a
voluntary or involuntary dissolution, winding-up or termination of such RJR
Nabisco Holdings Capital Trust (other than in connection with the distribution
of Junior Subordinated Debt Securities to holders of Preferred Securities or
the redemption of all of the Preferred Securities upon the maturity or
redemption of the Junior Subordinated Debt Securities) the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid distributions
on the Preferred Securities to the date of payment, to the extent such RJR
Nabisco Holdings Capital Trust has funds available therefor, and (b) the
amount of assets of such RJR Nabisco Holdings Capital Trust remaining
available for distribution to holders of Preferred Securities in liquidation
of such RJR Nabisco Holdings Capital Trust. Holdings' obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
Holdings to the holders of Preferred Securities or by causing the applicable
RJR Nabisco Holdings Capital Trust to pay such amounts to such holders.
The Preferred Securities Guarantee is a full and unconditional
guarantee from the time of issuance of the Preferred Securities, but the
Preferred Securities Guarantee covers distributions and other payments on the
Preferred Securities only if and to the extent that Holdings has made a
payment to the Institutional Trustee of interest or principal on the Junior
Subordinated Debt Securities deposited in the RJR Nabisco Holdings Capital
Trust as trust assets. If Holdings does not make interest or principal
payments on the Junior Subordinated Debt Securities deposited in the RJR
Nabisco Holdings Capital Trust as trust assets, the Institutional Trust will
not make distributions of the Preferred Securities of such RJR Nabisco
Holdings Capital Trust and the RJR Nabisco Holdings Capital Trust will not
have funds available therefor.
Certain Covenants of Holdings
Unless otherwise provided in the applicable Prospectus
Supplement, in each Preferred Securities Guarantee, Holdings will covenant and
agree that, so long as the Preferred Securities issued by the applicable RJR
Nabisco Holdings Capital Trust remain outstanding, Holdings will not declare
or pay any dividends on, or redeem, purchase, acquire or make a distribution
or liquidation payment with respect to, any of its common stock or preferred
stock or make any guarantee payment with respect thereto if at such time (i)
Holdings shall be in default with respect to its Guarantee Payments or other
payment obligations under the Preferred Securities Guarantee, (ii) there shall
have occurred any Event of Default under the related Declaration or (iii)
Holdings shall have given notice of its election of an Extension Period (as
defined in the Declaration) as provided in the Indenture and such period, or
any extension thereof, is continuing; provided that Holdings will be permitted
to pay accrued dividends (and cash in lieu of fractional shares) upon the
conversion, other than at the option of Holdings, of any of its preferred
stock, including its ESOP Convertible Preferred Stock, in accordance with the
terms of such stock. In addition, so long as the Preferred Securities remain
outstanding, Holdings has agreed (i) to remain the sole direct or indirect
owner of all of the outstanding Common Securities issued by the applicable RJR
Nabisco Holdings Capital Trust and shall not cause or permit the Common
Securities to be transferred except to the extent permitted by the related
Declaration; provided that any permitted successor of Holdings under the
Indenture may succeed to Holdings' ownership of the Common Securities issued
by the applicable RJR Nabisco Holdings Capital Trust and (ii) to use
reasonable efforts to cause such RJR Nabisco Holdings Capital Trust to
continue to be treated as a grantor trust for United States federal income tax
purposes except in connection with a distribution of Junior Subordinated Debt
Securities.
Amendments and Assignment
Except with respect to any changes that do not adversely affect
the rights of holders of Preferred Securities (in which case no consent will
be required), the Preferred Securities Guarantee may be amended only with the
prior approval of the holders of not less than a majority in aggregate
liquidation amount of the outstanding Preferred Securities issued by the
applicable RJR Nabisco Holdings Capital Trust. The manner of obtaining any
such approval of holders of the Preferred Securities will be set forth in an
accompanying Prospectus Supplement. All guarantees and agreements contained in
the Preferred Securities Guarantee of the applicable RJR Nabisco Holdings
Capital Trust shall bind the successors, assigns, receivers, trustees and
representatives of Holdings and shall inure to the benefit of the holders of
the Preferred Securities then outstanding. Except in connection with a
consolidation, merger or sale involving Holdings that is permitted under the
Indenture, Holdings may not assign its obligations under the Preferred
Securities Guarantee.
Termination of the Preferred Securities Guarantees
Each Preferred Securities Guarantee will terminate and be of no
further force and effect as to the Preferred Securities issued by the
applicable RJR Nabisco Holdings Capital Trust upon full payment of the
redemption price of all Preferred Securities of such RJR Nabisco Holdings
Capital Trust, or upon distribution of the Junior Subordinated Debt Securities
to the holders of Preferred Securities of such RJR Nabisco Holdings Capital
Trust in exchange for all of the Preferred Securities issued by such RJR
Nabisco Holdings Capital Trust, or upon full payment of the amounts payable
upon liquidation of such RJR Nabisco Holdings Capital Trust. Notwithstanding
the foregoing, the Preferred Securities Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any holder
of Preferred Securities issued by the applicable RJR Nabisco Holdings Capital
Trust must restore payment of any sums paid with respect to the Preferred
Securities or the Preferred Securities Guarantee.
Status of the Preferred Securities Guarantees
Holdings' obligations under the Preferred Securities Guarantee
to make the Guarantee Payments will constitute an unsecured obligation of
Holdings and will rank (i) pari passu in right of payment with Holdings'
obligations under the other Preferred Securities Guarantees and other
guarantees of preferred securities of any Financing Entity (as defined
herein), (ii) subordinate and junior in right of payment to all Senior
Indebtedness of Holdings, except obligations and securities made pari passu or
subordinate by their terms, and the Junior Subordinated Debt Securities, and
(iii) senior to all capital stock now or hereafter issued by Holdings and to
any guarantee now or hereafter entered into by Holdings in respect of any of
its capital stock. Holdings' obligations under each Preferred Securities
Guarantee will rank pari passu with its guarantee of the $949,000,000
aggregate liquidation amount of preferred securities issued by RJR Nabisco
Holdings Capital Trust I. Because Holdings is a holding company, Holdings'
obligations under the Preferred Securities Guarantee are also effectively
subordinated to all existing and future liabilities, including trade payables,
of Holdings' subsidiaries, except to the extent that Holdings is a creditor of
the subsidiaries recognized as such. Each Declaration provides that each
holder of Preferred Securities issued by the applicable RJR Nabisco Holdings
Capital Trust by acceptance thereof agrees to the subordination provisions and
other terms of the related Preferred Securities Guarantee.
Each Preferred Securities Guarantee will constitute a guarantee
of payment and not of collection (that is, the guaranteed party may institute
a legal proceeding directly against the guarantor to enforce its rights under
the guarantee without first instituting a legal proceeding against any other
person or entity). Each Preferred Securities Guarantee will be deposited with
the Institutional Trustee, as Indenture trustee, to be held for the benefit of
the holders of the Preferred Securities issued by the applicable RJR Nabisco
Holdings Capital Trust. The Institutional Trustee shall enforce the Preferred
Securities Guarantee on behalf of the holders of the Preferred Securities
issued by the applicable RJR Nabisco Holding Capital Trust. The holders of not
less than a majority in aggregate liquidation amount of the Preferred
Securities issued by the applicable RJR Nabisco Holdings Capital Trust have
the right to direct the time, method and place of conducting any proceeding
for any remedy available in respect of the related Preferred Securities
Guarantee, including the giving of directions to the Institutional Trustee. If
the Institutional Trustee fails to enforce such Preferred Securities Guarantee
as above provided, any holder of Preferred Securities issued by the applicable
RJR Nabisco Holdings Capital Trust may, after a period of 90 days has elapsed
from such holder's written request to the Institutional Trustee to enforce
such Preferred Securities Guarantee, institute a legal proceeding directly
against Holdings to enforce its rights under the Preferred Securities
Guarantee, without first instituting a legal proceeding against the applicable
RJR Nabisco Holdings Capital Trust or any other person or entity.
Miscellaneous
Holdings will be required to provide annually to The Bank of
New York a statement as to the performance by Holdings of certain of its
obligations under the Preferred Securities Guarantees and as to any default in
such performance. Holdings is required to file annually with The Bank of New
York an officer's certificate as to Holdings' compliance with all conditions
under the Preferred Securities Guarantees.
The Bank of New York, prior to the occurrence of a default,
undertakes to perform only such duties as are specifically set forth in the
Preferred Securities Guarantee and, after default with respect to a Preferred
Securities Guarantee, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject
to such provision, The Bank of New York is under no obligation to exercise any
of the powers vested in it by a Preferred Securities Guarantee at the request
of any holder of Preferred Securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that might be incurred
thereby.
Governing Law
The Preferred Securities Guarantees will be governed by and
construed in accordance with the laws of the State of New York.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Set forth below is a description of the Junior Subordinated
Debt Securities which will be deposited in the RJR Nabisco Holdings Capital
Trust as trust assets. The terms of the Junior Subordinated Debt Securities
include those stated in the Indenture dated September 21, 1995 between
Holdings and the Indenture Trustee, as supplemented by the First Supplemental
Indenture dated September 21, 1995 between Holdings and the Indenture Trustee
(as so supplemented, the "Indenture"), forms of which have been filed as
exhibits to the Registration Statement of which this Prospectus forms a part,
and those made part of the Indenture by the Trust Indenture Act. The following
description summarizes the material terms of the Indenture and is qualified in
its entirety by reference to the Indenture and the Trust Indenture Act.
Whenever particular provisions or defined terms in the Indenture are referred
to herein, such provisions or defined terms are incorporated by reference
herein. Section and Article references used herein are references to
provisions of the Indenture.
General
The Junior Subordinated Debt Securities may be issued
thereunder from time to time in one or more series in unlimited amounts
pursuant to an indenture supplemental to the Indenture. Reference is made to
the Prospectus Supplement which will accompany this Prospectus for the
following terms of the series of Junior Subordinated Debt Securities being
offered thereby, to the extent applicable: (i) the specific title of such
Junior Subordinated Debt Securities, aggregate principal amount and purchase
price; (ii) any limit on the aggregate principal amount of such Junior
Subordinated Debt Securities; (iii) the date or dates on which the principal
of such Junior Subordinated Debt Securities is payable and the right, if any,
to extend such date or dates; (iv) the rate or rates at which such Junior
Subordinated Debt Securities will bear interest, if any, or the method of
determination of such rate or rates; (v) the date or dates from which such
interest shall accrue, the interest payment dates on which such interest will
be payable or the manner of determination of such interest payment dates and
the record dates for the determination of holders to whom interest is payable
on any such interest payment dates; (vi) the right, if any, to extend the
interest payment periods and the duration of such extension; (vii) the place
or places where principal of (and premium, if any) and interest, if any, on
such Junior Subordinated Debt Securities will be payable; (viii) the portion
of the principal amount of such Junior Subordinated Debt Securities, if other
than the principal amount thereof, payable upon acceleration of maturity
thereof; (ix) the period or periods within which, the price or prices at
which, and the terms and conditions upon which, such Junior Subordinated Debt
Securities may be redeemed, in whole or in part, at the option of Holdings;
(x) the right and/or obligation, if any of Holdings to redeem or purchase such
Junior Subordinated Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of the holder thereof and the period or periods
for which, the price or prices at which, and the terms and conditions upon
which, such Junior Subordinated Debt Securities shall be redeemed or
purchased, in whole or part, pursuant to such right and/or obligation; (xi)
the form of such Junior Subordinated Debt Securities; (xii) if other than
denominations of $25 or any integral multiple thereof, the denominations in
which such Junior Subordinated Debt Securities shall be issuable; (xiii) any
and all other terms with respect to such series, including any modification of
or additions to the events of default or covenants provided for with respect
to the Junior Subordinated Debt Securities, and any terms which may be
required by or advisable under applicable laws or regulations not inconsistent
with the Indenture; and (xiv) whether such Junior Subordinated Debt Securities
are issuable as a global security, and in such case, the identity of the
depositary. Unless otherwise specified in the applicable Prospectus
Supplement, the Junior Subordinated Debt Securities will not be listed on any
national securities exchange.
Unless otherwise indicated in the Prospectus Supplement
relating thereto, the Junior Subordinated Debt Securities will be issued in
United States dollars in fully registered form without coupons in
denominations of $25 or integral multiples thereof. No service charge will be
made for any transfer or exchange of such Junior Subordinated Debt Securities,
but Holdings or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Special United States federal income tax considerations
applicable to any such discounted Junior Subordinated Debt Securities or to
certain Junior Subordinated Debt Securities issued at par which are treated as
having been issued at a discount for United States federal income tax purposes
are described in the applicable Prospectus Supplement.
If any index is used to determine the amount of payments of
principal of, premium, if any, or interest on any series of Junior
Subordinated Debt Securities, special United States Federal income tax,
accounting and other considerations applicable thereto will be described in
the applicable Prospectus Supplement.
If the Preferred Securities of an RJR Nabisco Holdings Capital
Trust are listed on the New York Stock Exchange or another securities exchange
and the Junior Subordinated Debt Securities are distributed to the holders of
such Preferred Securities of an RJR Nabisco Holdings Capital Trust upon the
dissolution of such RJR Nabisco Holdings Capital Trust, Holdings will use its
reasonable efforts to list the Junior Subordinated Debt Securities on the New
York Stock Exchange or on such other exchange on which the Preferred
Securities of the applicable RJR Nabisco Holdings Capital Trust are then
listed.
The Indenture does not contain provisions which would afford
the holders of the Junior Subordinated Debt Securities protection in the event
of a decline in Holdings' credit quality resulting from a change of control
transaction, a highly leveraged transaction or other similar transactions
involving Holdings.
Certain Covenants of Holdings Applicable to the Junior Subordinated Debt
Securities
Unless otherwise provided in the applicable Prospectus
Supplement, if Junior Subordinated Debt Securities are issued to an RJR
Nabisco Holdings Capital Trust in connection with the issuance of Trust
Securities by such RJR Nabisco Holdings Capital Trust, Holdings will covenant
in the Indenture that, so long as the Preferred Securities issued by the
applicable RJR Nabisco Holdings Capital Trust remain outstanding, Holdings
will not declare or pay any dividends on, or redeem, purchase, acquire or make
a distribution or liquidation payment with respect to, any of its common stock
or preferred stock or make any guarantee payment with respect thereto if at
such time (i) Holdings shall be in default with respect to its Guarantee
Payments or other payment obligations under any Preferred Securities
Guarantee, (ii) there shall have occurred any Indenture Event of Default with
respect to any Junior Subordinated Debt Securities or (iii) Holdings shall
have given notice of its selection of an Extension Period as provided in the
Indenture and such period, or any extension thereof, is continuing; provided
that Holdings will be permitted to pay accrued dividends (and cash in lieu of
fractional shares) upon the conversion, other than at the option of Holdings,
of any of its preferred stock, including its ESOP Convertible Preferred Stock,
in accordance with the terms of such stock and to make payments under the
Preferred Securities Guarantees. In addition, in the event that Junior
Subordinated Debt Securities are issued to an RJR Nabisco Holdings Capital
Trust in connection with the issuance of Trust Securities by such RJR Nabisco
Holdings Capital Trust, so long as the Preferred Securities issued by the
applicable RJR Nabisco Holdings Capital Trust remain outstanding, Holdings has
agreed (i) to remain the sole direct or indirect owner of all of the
outstanding Common Securities issued by the applicable RJR Nabisco Holdings
Capital Trust and shall not cause or permit the Common Securities to be
transferred except to the extent permitted by the Declaration; provided that
any permitted successor of Holdings under the Indenture may succeed to
Holdings' ownership of the Common Securities issued by the applicable RJR
Nabisco Holdings Capital Trust, (ii) to comply fully with all of its
obligations and agreements contained in the related Declaration and (iii) to
use reasonable efforts to cause such RJR Nabisco Holdings Capital Trust to
continue to be treated as a grantor trust for United States federal income tax
purposes except in connection with a distribution of Junior Subordinated Debt
Securities.
Subordination
Unless otherwise indicated in the applicable Prospectus
Supplement, Junior Subordinated Debt Securities will be subordinate and junior
in right of payment to all Senior Indebtedness of Holdings. In the event (a)
of any insolvency or bankruptcy proceedings, or any receivership, liquidation,
reorganization or other similar proceedings in respect of Holdings or its
property or any proceeding for voluntary liquidation, dissolution or other
winding up of Holdings, or (b) that Junior Subordinated Debt Securities of any
series are declared due and payable before their expressed maturity because of
the occurrence of an Event of Default under the Indenture (under circumstances
other than as set forth in clause (a) above), then the holders of all Senior
Indebtedness shall first be entitled to receive payment of the full amount due
thereon in money, before the holders of any of the Junior Subordinated Debt
Securities are entitled to receive a payment on account of the principal of,
premium, if any, or interest on the indebtedness evidenced by such Junior
Subordinated Debt Securities. In the event and during the continuation of any
default in payment of any Senior Indebtedness or if any event of default shall
exist under any Senior Indebtedness, as "event of default" is defined therein
or in the agreement under which the same is outstanding, no payment of the
principal of, premium, if any, or interest on the Junior Subordinated Debt
Securities shall be made.
The term "Senior Indebtedness" means (a) the principal of and
premium, if any, and interest on all indebtedness of Holdings, whether
outstanding on the date of the Indenture or thereafter created, (i) for money
borrowed by Holdings, (ii) for money borrowed by, or obligations of, others
and either assumed or guaranteed, directly or indirectly, by Holdings, (iii)
in respect of letters of credit and acceptances issued or made by banks, or
(iv) constituting purchase money indebtedness, or indebtedness secured by
property included in the property, plant and equipment accounts of Holdings at
the time of the acquisition of such property by Holdings, for the payment of
which Holdings is directly liable and (b) all deferrals, renewals, extensions
and refundings of, and amendments, modifications and supplements to, any such
indebtedness; provided, however, that Senior Indebtedness shall not include
(i) any indebtedness of the Company which, by its terms or the terms of the
instrument creating or evidencing it is subordinate in right of payment to or
pari passu with the Junior Subordinated Debt Securities, as the case may be,
and provided, further, that the Junior Subordinated Debt Securities shall rank
pari passu with all other debt securities, issued to (y) any other RJR Nabisco
Holdings Capital Trust and (z) any other trusts, partnerships or any other
entity affiliated with Holdings which is a financing vehicle of Holdings
("Financing Entity") in connection with an issuance of preferred securities
by such Financing Entity, or (ii) any indebtedness of Holdings to a
Subsidiary. As used in the first sentence of this paragraph the term
"purchase money indebtedness" means indebtedness evidenced by a note,
debenture, bond or other instrument (whether or not secured by any lien or
other security interest) issued or assumed as all or a part of the
consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise, unless by its terms such indebtedness is
subordinate to other indebtedness of Holdings.
The Indenture does not limit the aggregate amount of
indebtedness, including Senior Indebtedness, that may be issued. As of June
30, 1998, Holdings (on an unconsolidated basis) had no Senior Indebtedness
other than guarantees issued pursuant to its credit facilities, and the only
obligations under these credit facilities were for accrued and unpaid facility
and other similar fees. In addition, as of June 30, 1998, Holdings had
$949,000,000 of pari passu indebtedness consisting of 10% Trust Originated
Preferred Securities and guarantees thereof issued by RJR Nabisco Holdings
Capital Trust I. Because Holdings is a holding company, the Junior
Subordinated Debt Securities are also effectively subordinated to all existing
and future liabilities, including trade payables, of Holdings' subsidiaries,
except to the extent that Holdings is a creditor of the subsidiaries
recognized as such. Claims on Holdings' subsidiaries by creditors other than
Holdings include liabilities incurred in the ordinary course of business.
There are no terms in the Preferred Securities, the Junior Subordinated Debt
Securities or the Preferred Securities Guarantee that limit Holdings' ability
to incur additional indebtedness, including indebtedness that ranks senior to
or pari passu with the Junior Subordinated Debt Securities and the Preferred
Securities Guarantee, or the ability of its subsidiaries to incur additional
indebtedness. See "Description of the Preferred Securities Guarantee--Status
of the Preferred Securities Guarantee."
Restrictions on Mergers and Sales of Assets
Nothing contained in the Indenture or in the Junior
Subordinated Debt Securities will prevent any consolidation of Holdings with,
or merger of Holdings into, any other corporation or corporations (whether or
not affiliated with Holdings), or successive consolidations or mergers to
which Holdings or its successor will be a party, or will prevent any sale,
lease or conveyance of the property of Holdings, as an entirety or
substantially as an entirety; provided that upon any such consolidation,
merger, sale, lease or conveyance to which Holdings is a party and in which
Holdings is not the surviving corporation, the due and punctual performance
and observance of all of the covenants and conditions of the Indenture to be
performed or observed by Holdings and the due and punctual payment of the
principal of and interest on all of the Junior Subordinated Debt Securities,
according to their tenor, shall be expressly assumed by supplemental Indenture
satisfactory in form to the Indenture Trustee, executed and delivered to the
Indenture Trustee, by the corporation formed by such consolidation, or into
which Holdings shall have been merged, or which shall have acquired such
property. (Section 9.1)
Events of Default
An Event of Default is defined under the Indenture as being:
(a) default in payment of any principal of the Junior Subordinated Debt
Securities of such series, either at maturity (or upon any redemption), by
declaration or otherwise; (b) default for 30 days in payment of any interest
on any Junior Subordinated Debt Securities of such series, provided that a
declaration of a valid Extension Period by Holdings shall not constitute a
default in the payment of interest for this purpose; (c) default in the
payment of any sinking fund installment on the Junior Subordinated Debt
Securities of such series when the same shall become due and payable; (d)
default for 90 days after written notice in the observance or performance of
any other covenant or agreement in the Junior Subordinated Debt Securities of
such series or the Indenture other than a covenant included in such Indenture
solely for the benefit of a series of Junior Subordinated Debt Securities
other than such series; and (e) certain events of bankruptcy, insolvency or
reorganization. (Section 5.1)
The Indenture provides that (a) if an Event of Default due to
the default in payment of principal of, premium, if any, or any interest on,
any series of Junior Subordinated Debt Securities or due to the default in the
performance or breach of any other covenant or warranty of Holdings applicable
to the Junior Subordinated Debt Securities of such series but not applicable
to all outstanding Junior Subordinated Debt Securities shall have occurred and
be continuing, either the Trustee or the holders of not less than 25% in
principal amount of the Junior Subordinated Debt Securities of all affected
series (treated as one class) (and, in the case of any series of Junior
Subordinated Debt Securities held as trust assets of an RJR Nabisco Holdings
Capital Trust and with respect to which such Junior Subordinated Debt
Securities have not been distributed to the holders of Junior Subordinated
Debt Securities of such RJR Nabisco Holdings Capital Trust (such event, a
"Security Exchange") has not theretofore occurred, such consent of holders of
the Preferred Securities and the Common Securities of such RJR Nabisco
Holdings Capital Trust as may be required under the Declaration of Trust of
such RJR Nabisco Holdings Capital Trust), then outstanding may then declare the
principal of all Junior Subordinated Debt Securities of each such affected
series and interest accrued thereon to be due and payable immediately; and (b)
if an Event of Default due to a default in the performance of any of the other
covenants or agreements in the Indenture applicable to all outstanding Junior
Subordinated Debt Securities or due to certain events of bankruptcy,
insolvency and reorganization of Holdings shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of all Junior Subordinated Debt Securities then outstanding
(treated as one class) (and, in the case of any series of Junior Subordinated
Debt Securities held as trust assets of an RJR Nabisco Holdings Capital Trust
and with respect to which a Security Exchange has not theretofore occurred,
such consent of holders of the Preferred Securities and the Common Securities
of such RJR Nabisco Holdings Capital Trust as may be required under the
Declaration of Trust of such RJR Nabisco Holdings Capital Trust), may declare
the principal of all such Junior Subordinated Debt Securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of, premium, if any, or any
interest on such Junior Subordinated Debt Securities) by the holders of a
majority in principal amount of the Junior Subordinated Debt Securities of all
such affected series then outstanding (and, in the case of any series of
Junior Subordinated Debt Securities held as trust assets of an RJR Nabisco
Holdings Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such RJR Nabisco Holdings Capital Trust as may be
required under the Declaration of Trust of such RJR Nabisco Holdings Capital
Trust). (Section 5.1)
The Indenture contains a provision entitling the Trustee,
subject to the duty of the Trustee during a default to act with the required
standard of care, to be indemnified by the holders of Junior Subordinated Debt
Securities (treated as one class) (and, in the case of any series of Junior
Subordinated Debt Securities held as trust assets of an RJR Nabisco Holdings
Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such RJR Nabisco Holdings Capital Trust as may be
required under the Declaration of Trust of such RJR Nabisco Holdings Capital
Trust), before proceeding to exercise any right or power under the Indenture
at the request of such holders. (Section 5.6) Subject to such provisions in
the Indenture for the indemnification of the Trustee and certain other
limitations, the holders of a majority in principal amount of the outstanding
Junior Subordinated Debt Securities (treated as one class) (and, in the case
of any series of Junior Subordinated Debt Securities held as trust assets of
an RJR Nabisco Holdings Capital Trust and with respect to which a Security
Exchange has not theretofore occurred, such consent of holders of the
Preferred Securities and the Common Securities of such RJR Nabisco Holdings
Capital Trust as may be required under the Declaration of Trust of such RJR
Nabisco Holdings Capital Trust), may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee. (Section 5.9)
The Indenture provides that no holder of Junior Subordinated
Debt Securities may institute any action against Holdings under the Indenture
(except actions for payment of overdue principal or interest, provided that a
declaration of a valid Extension Period by Holdings shall not constitute a
failure to pay interest for this purpose) unless such holder previously shall
have given to the Trustee written notice of default and continuance thereof
and unless the holders of not less than 25% in principal amount of the Junior
Subordinated Debt Securities of all affected series (treated as one class)
(and, in the case of any series of Junior Subordinated Debt Securities held as
trust assets of an RJR Nabisco Holdings Capital Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of
holders of the Preferred Securities and the Common Securities of such RJR
Nabisco Holdings Capital Trust as may be required under the Declaration of
Trust of such RJR Nabisco Holdings Capital Trust), then outstanding shall have
requested the Trustee to institute such action and shall have offered the
Trustee reasonable indemnity, the Trustee shall not have instituted such
action within 60 days of such request and the Trustee shall not have received
direction inconsistent with such written request by the holders of a majority
in principal amount of the Junior Subordinated Debt Securities of all affected
series (treated as one class) (and, in the case of any series of Junior
Subordinated Debt Securities held as trust assets of an RJR Nabisco Holdings
Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such RJR Nabisco Holdings Capital Trust as may be
required under the Declaration of Trust of such RJR Nabisco Holdings Capital
Trust). (Section 5.6 and Section 5.7)
The Indenture contains a covenant that Holdings will file
annually, not more than four months after the end of its fiscal year, with the
Trustee a certificate that no default existed or a certificate specifying any
default that existed, each as of the end of the fiscal year so ended. (Section
3.5)
Discharge, Defeasance and Covenant Defeasance
The Indenture provides with respect to each series of Junior
Subordinated Debt Securities that, except to the extent the terms of such
series of Junior Subordinated Debt Securities provide otherwise, Holdings may
elect either (a) to defease and be discharged from any and all obligations
with respect to the Junior Subordinated Debt Securities of such series (except
for the obligations to register the transfer or exchange of the Junior
Subordinated Debt Securities of such series, to replace temporary or
mutilated, destroyed, lost or stolen Junior Subordinated Debt Securities of
such series, to maintain an office or agency in respect of the Junior
Subordinated Debt Securities of such series and to hold moneys for payment in
trust) ("legal defeasance") or (b) to be released from its obligations with
respect to the Junior Subordinated Debt Securities of such series (except for
the obligations set forth as exceptions in the preceding clause (a) and except
for the obligations to pay the principal of and interest, if any, on the
Junior Subordinated Debt Securities, to compensate and indemnify the Trustee,
to appoint a successor Trustee, to repay certain moneys held by the Paying
Agent and to return certain unclaimed moneys held by the Trustee and Paying
Agent) ("covenant defeasance"), upon the deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money or, in the case of
Junior Subordinated Debt Securities payable in U.S. dollars, U.S. Government
Obligations (as defined in the Indenture) which through the payment of
principal and interest in accordance with their terms will provide money in an
amount sufficient to pay the principal of, premium, if any, and any interest
on the Junior Subordinated Debt Securities of such series, and any mandatory
sinking fund or analogous payments thereon, on the due date thereof. Such a
trust may (except to the extent the terms of the Junior Subordinated Debt
Securities of such series otherwise provide) only be established, if among
other things, Holdings has delivered to the Trustee an opinion of counsel (as
specified in the Indenture) to the effect that the Holders of the Junior
Subordinated Debt Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such legal defeasance or
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same time as would have been the case
if such legal defeasance or covenant defeasance had not occurred. Such
opinion, in the case of legal defeasance under clause (a) above, must (except
to the extent the terms of the Junior Subordinated Debt Securities of the
relevant series otherwise provide) refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable Federal income tax law
occurring after the date of the Indenture. (Section 10.1)
Modification of the Indenture
The Indenture provides that Holdings and the Trustee may enter
into supplemental Indentures without the consent of the holders of Junior
Subordinated Debt Securities to: (a) secure any Junior Subordinated Debt
Securities, (b) evidence the assumption by a successor corporation of the
obligations of Holdings, (c) add covenants for the protection of the holders
of Junior Subordinated Debt Securities, (d) cure any ambiguity or correct any
inconsistency in the Indenture, (e) establish the forms or terms of Junior
Subordinated Debt Securities of any series, (f) provide for uncertificated
Junior Subordinated Debt Securities and (g) evidence the acceptance of
appointment by a successor trustee. (Section 8.1)
The Indenture also contains provisions permitting Holdings and
the Trustee, with the consent of the holders of not less than a majority in
principal amount of all Junior Subordinated Debt Securities then outstanding
and affected (treated as one class) (and, in the case of any series of Junior
Subordinated Debt Securities held as trust assets of an RJR Nabisco Holdings
Capital Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the Common Securities of such RJR Nabisco Holdings Capital Trust as may be
required under the Declaration of Trust of such RJR Nabisco Holdings Capital
Trust), to add any provisions to, or change in any manner or eliminate any of
the provisions of, the Indenture or modify in any manner the rights of the
holders of the Junior Subordinated Debt Securities of each series so affected;
provided that Holdings and the Trustee may not, without the consent of the
holder of each outstanding Security affected thereby, (a) extend the stated
maturity of the principal of any Security, or reduce the principal amount
thereof or reduce the rate or extend the time of payment of interest thereon
(except that a declaration of a valid Extension Period by Holdings shall not
constitute an extension of time of payment of interest for this purpose), or
reduce any amount payable on the redemption thereof or change the currency in
which the principal thereof (including any amount in respect of original issue
discount), premium, if any, or any interest thereon is payable or reduce the
amount of any original issue discount security payable upon acceleration or
provable in bankruptcy or alter certain provisions of the Indenture relating
to the Junior Subordinated Debt Securities issued thereunder not denominated
in U.S. dollars or impair the right to institute suit for the enforcement of
any payment on any Security when due or (b) reduce the aforesaid percentage in
principal amount of Junior Subordinated Debt Securities of any series, the
consent of the holders of which is required for any such modification.
(Section 8.2)
Concerning the Indenture Trustee
Holdings and its subsidiaries maintain ordinary banking
relationships with The Bank of New York and its affiliates and a number of
other banks. The Bank of New York also acts as trustee under the indenture
relating to debt securities of RJR Nabisco, Inc.
Book-Entry and Settlement
If any Junior Subordinated Debt Securities are distributed to
holders of Preferred Securities, such Junior Subordinated Debt Securities will
be issued in fully registered form. In such event, investors may elect to hold
their Junior Subordinated Debt Securities directly or, subject to the rules
and procedures of a Depositary Institution, hold interests in a global
certificate registered in the name of a Depositary Institution or its nominee.
The specific terms of the depositary arrangement with respect
to any portion of a series of Junior Subordinated Debt Securities represented
by a global certificate will be described in the applicable Prospectus
Supplement.
PLAN OF DISTRIBUTION
Holdings may sell Junior Subordinated Debt Securities and the
RJR Nabisco Holdings Capital Trusts may sell Preferred Securities to one or
more underwriters for public offering and sale by them or may sell Junior
Subordinated Debt Securities or Preferred Securities to investors or other
persons directly or through agents. Any such underwriter or agent involved in
the offer and sale of the Offered Securities will be named in an applicable
Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a
fixed price or prices, which may be changed, or at prices related to
prevailing market prices or at negotiated prices. Holdings, or the applicable
RJR Nabisco Holdings Capital Trust also may, from time to time, authorize
firms acting as Holdings' or such Trust's agents to offer and sell the Junior
Subordinated Debt Securities or Preferred Securities upon the terms and
conditions as shall be set forth in any Prospectus Supplement. In connection
with the sale of Offered Securities, underwriters may be deemed to have
received compensation from Holdings or the applicable RJR Nabisco Holdings
Capital Trust in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of Offered Securities for whom they
may act as agent. Underwriters may sell Offered Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions (which may
be changed from time to time) from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by Holdings or the RJR
Nabisco Holdings Capital Trusts to underwriters or agents in connection with
the offering of Offered Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set
forth in an applicable Prospectus Supplement. Underwriters, dealers and
agents participating in the distribution of the Offered Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Offered Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements with
Holdings and the applicable RJR Nabisco Holdings Capital Trust, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act, and to reimbursement for
certain expenses.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, or be customers of, Holdings and the RJR
Nabisco Holdings Capital Trusts in the ordinary course of business.
If so indicated in an applicable Prospectus Supplement,
Holdings or the applicable RJR Nabisco Holdings Capital Trust will authorize
dealers acting as Holdings' or such Trust's agents to solicit offers by
certain institutions to purchase Offered Securities from Holdings or the
applicable RJR Nabisco Holdings Capital Trust, as the case may be, at the
public offering price set forth in such Prospectus Supplement pursuant to
Delayed Delivery Contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each contract will be
for an amount specified in the applicable Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and other institutions, but will in
all cases be subject to the approval of Holdings. Contracts will not be
subject to any conditions except that (i) the purchase by an institution of
the Offered Securities covered by its Contracts shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject and (ii) if the Offered Securities are
being sold to underwriters, Holdings or the applicable RJR Nabisco Holdings
Capital Trust, as the case may be, shall have sold to such underwriters such
amount specified in the applicable Prospectus Supplement. Agents and
underwriters will have no responsibility in respect of the delivery or
performance of Contracts.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus
Supplement, the validity of the Junior Subordinated Debt Securities and the
Preferred Securities Guarantees offered hereby will be passed upon for
Holdings by H. Colin McBride, Esq., Senior Vice President, Associate General
Counsel and Secretary of Holdings. Unless otherwise indicated in the
applicable Prospectus Supplement, certain matters of Delaware law relating to
the validity of the Preferred Securities will be passed upon for the RJR
Nabisco Holdings Capital Trusts and Holdings by Morris, Nichols, Arsht &
Tunnell, special Delaware counsel for the RJR Nabisco Holdings Capital Trusts
and Holdings. As of July 31, 1998, H. Colin McBride beneficially owned shares
and options to purchase shares totaling less than 0.1% of the number of
outstanding shares of Holdings' Common Stock.
EXPERTS
The consolidated financial statements and financial statement
schedules incorporated in this prospectus by reference from Holdings' Annual
Report on Form 10-K for the year ended December 31, 1997 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated by reference herein, and have been so incorporated by
reference in reliance upon such report given upon the authority of that firm
as experts in accounting and auditing.
ERISA MATTERS
Holdings and certain affiliates of Holdings may each be
considered a "party in interest" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or a "disqualified person"
within the meaning of the Code with respect to many employee benefit plans.
Prohibited transactions within the meaning of ERISA or the Code may arise, for
example, if the securities offered hereby are acquired by a pension or other
employee benefit plan with respect to which Holdings or any of its affiliates
is a service provider, unless such securities are acquired pursuant to an
exemption for transactions effected on behalf of such plan by a "qualified
professional asset manager" or pursuant to any other available exemption. Any
such pension or employee benefit plan proposing to invest in the securities
offered hereby should consult with its legal counsel.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee..................... $368,750
Printing and engraving expenses.......... 75,000 *
Legal fees and expenses.................. 100,000 *
Accounting fees and expenses............. 75,000 *
Trustee expenses......................... 250,000 *
Blue sky fees and expenses............... 10,000 *
Rating Agency Fees....................... 100,000 *
Miscellaneous............................ 42,500 *
----------
Total............................. $1,021,250
==========
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* Estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the corporation's
best interests, and, for criminal proceedings, had no reasonable cause to
believe his conduct was illegal. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Certificate of
Incorporation of the each registrant contains a provision to limit the
personal liability of the directors of the registrant for violations of their
fiduciary duty. This provision eliminates each director's liability to the
registrant or its stockholder for monetary damages except (i) for any breach
of the director's duty of loyalty to the registrant or its stockholder, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any such actions involving gross negligence.
Article IV of the Amended and Restated By-Laws of each of the
registrants provides for indemnification of the officers and directors to the
full extent permitted by applicable law.
Each Declaration provides that no Trustee, affiliate of any
Trustee or any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee or any employee or agent
of the Trust or its affiliates (each, an "Indemnified Person") shall be
liable, responsible or accountable in damages or otherwise to any employee or
agent of the Trust or its affiliates, or any officers, directors,
shareholders, employees, representatives or agents of Holdings or its
affiliations or to any holders of Trust Securities of the Trust for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
the authority conferred on such Indemnified Person by each Declaration or by
law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person's gross
negligence (or, in the case of the Institutional Trustee, negligence) or
willful misconduct with respect to such acts or omission. Each Declaration
also provides that, to the fullest extent permitted by applicable law,
Holdings shall indemnify and hold harmless each Trustee, any affiliate of a
Trustee or any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Trustees, or any employee or agent
of the Trust or its affiliates (each, an "Indemnified Person") from and
against any loss, damage or claim incurred by such Indemnified Person by
reason of any act or omission performed or omitted by such Indemnified Person
in good faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by the Declaration, except that no Indemnified Person shall
be entitled to be indemnified in respect of any loss, damage or claim incurred
by such Indemnified Person by reason of gross negligence (or, in the case of
the Institutional Trustee, negligence) or willful misconduct with respect to
such acts or omissions. Each Declaration further provides that to the fullest
extent permitted by applicable law, expenses (including legal fees) incurred
by an Indemnified Person in defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by Holdings prior to the
final disposition of such claim, demand, action, suit or proceeding upon
receipt by Holdings of an undertaking by or on behalf of the Indemnified
Person to repay such amount if it shall be determined that the Indemnified
Person is not entitled to be indemnified pursuant to each Declaration.
Item 16. Exhibits.
Exhibit Description
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1.1 Form of Underwriting Agreement (Debt) (incorporated herein by
reference to Exhibit 1.1 to Registration Statement on Form S-3
(No. 33-60803), filed November 12, 1997)
1.2** Form of Underwriting Agreement (Preferred Securities)
3.1 Restated Charter of RJR Nabisco, Inc., dated April 12, 1995
(incorporated herein by reference to Exhibit 3.1 to RJR Nabisco,
Inc.'s Quarterly Report on Form 10-Q, filed April 12, 1995)
3.2 Restated Charter of RJR Nabisco, Holdings Corp., dated April 12,
1995 (incorporated herein by reference to Exhibit 3.1 to RJR
Nabisco Holding Corp.'s Quarterly Report on Form 10-Q, filed
April 12, 1995)
3.3 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of RJR Nabisco Holdings Corp., dated April 12,
1995 (incorporated herein by reference to Exhibit 3.1 to RJR
Nabisco Holdings Corp.'s Quarterly Report on Form 10-Q, filed
May 19, 1995)
3.4 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of RJR Nabisco Holding Corp., dated May 13, 1994
(incorporated herein by reference to Exhibit 3.3(d) to RJR
Nabisco, Inc.'s Annual Report on Form 10-K, filed February 23,
1995)
3.5 Bylaws of RJR Nabisco Holdings Corp. as revised on December 15,
1997 (incorporated herein by reference to Exhibit 3.2 to RJR
Nabisco Holdings Corp.'s 1997 Annual Report on Form 10-K, filed
December 15, 1997)
3.6 Bylaws of RJR Nabisco, Inc. as revised on December 15, 1997
(incorporated herein by reference to Exhibit 3.2 to RJR Nabisco,
Inc.'s Annual Report on Form 10-K, filed December 15, 1997
4.1 Amended and Restated Indenture, dated as of July 24, 1995,
between RJR Nabisco, Inc. and The Bank of New York (incorporated
herein by reference to Exhibit 4.1 to RJR Nabisco, Inc.'s 1997
Annual Report on Form 10-K, filed December 15, 1997)
4.2 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 the RJR Nabisco, Inc.'s
1997 Annual Report on Form 10-K, filed December 15, 1997)
4.3** Form of Supplemental Indenture to be used in connection with the
issuance of Junior Subordinated Debt Securities and Preferred
Securities (including the form of the Junior Subordinated Debt
Securities)
4.4* Certificate of Trust of RJR Nabisco Holdings Capital Trust II
4.5* Declaration of Trust of RJR Nabisco Holdings Capital Trust II
4.6* Certificate of Trust of RJR Nabisco Holdings Capital Trust III
4.7* Declaration of Trust of RJR Nabisco Holdings Capital Trust III
4.8* Certificate of Trust of RJR Nabisco Holdings Capital Trust IV
4.9* Declaration of Trust of RJR Nabisco Holdings Capital Trust IV
4.10* Certificate of Trust of RJR Nabisco Holdings Capital Trust V
4.11* Declaration of Trust of RJR Nabisco Holdings Capital Trust V
4.12* Certificate of Trust of RJR Nabisco Holdings Capital Trust VI
4.13* Declaration of Trust of RJR Nabisco Holdings Capital Trust VI
4.14* Form of Amended and Restated Declaration of Trust
4.15** Form of Guarantee Agreement between RJR Nabisco Holdings Corp.
and The Bank of New York, as Trustee, with respect to each of
RJR Nabisco Holdings Capital Trust II, III, IV, V and VI's
Preferred Securities
5.1* Opinion of H. Colin McBride
5.3** Opinion of Morris, Nichols, Arsht & Tunnell
12.1 Statement re: Computations of Ratio of Earnings to Fixed
Charges/Deficiency in the Coverage of Combined Fixed Charges by
Earnings before Fixed Charges of RJR Nabisco, Inc. (incorporated
herein by reference to Exhibit 12.1 to RJR Nabisco, Inc.'s
Annual Report on Form 10-K, filed March 27, 1998 and to Exhibit
12.3 to RJR Nabisco, Inc.'s Quarterly Report on Form 10-Q, filed
August 14, 1998)
12.2 Statement re: Computations of Ratio of Earnings to Fixed
Charges/Deficiency in the Coverage of Fixed Charges by Earnings
Before Fixed Charges for RJR Nabisco Holdings Corp.
(incorporated by reference to Exhibit 12.2 to RJR Nabisco
Holdings Corp.'s Quarterly Report on Form 10-Q, filed August 14,
1998)
12.3 Statement re: Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends/Deficiency on the
Coverage of Combined Fixed Charges and Preferred Stock Dividends
by Earnings Before Fixed Charges of RJR Nabisco Holdings Corp.
(incorporated by reference to Exhibit 12.1 to RJR Nabisco
Holdings Corp.'s Quarterly Report on Form 10-Q, filed August 14,
1998)
23.1** Consent of Deloitte & Touche LLP
23.2 Consent of H. Colin McBride (included in Exhibit 5.1)
23.4 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit
5.3)
24.1* Powers of Attorney for RJR Nabisco, Inc.
24.2* Powers of Attorney for RJR Nabisco Holdings Corp.
25.1* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Indenture
25.2* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Indenture, relating to the Junior Subordinated Debt Securities
25.3* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust II
25.4* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust III
25.5* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust IV
25.6* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust V
25.7* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, with respect to
the Amended and Restated Declaration of Trust of RJR Nabisco
Holdings Capital Trust VI
25.8* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust II
25.9* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust III
25.10* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust IV
25.11* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust V
25.12* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Bank of New York, as Trustee, under the
Preferred Securities Guarantee of RJR Nabisco Holdings Corp.
with respect to the Preferred Securities of RJR Nabisco Holdings
Capital Trust VI
- --------------------
* Previously filed.
** Filed herewith.
Item 17. Undertakings.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registration pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of such registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned hereby undertake that:
1. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
2. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR
Nabisco, Inc. has duly caused this Amendment No. 1 to this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 31st day
of August, 1998.
RJR NABISCO, INC.
By: /s/ H. Colin McBride
---------------------------------------
Senior Vice President,
Associate General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven F. Goldstone Chairman and Chief Executive August 31, 1998
- ----------------------------- Officer (Principal Executive
Steven F. Goldstone Officer)
/s/ David B. Rickard Senior Vice President and Chief August 31, 1998
- ----------------------------- Financial Officer (Principal
David B. Rickard Financial Officer)
/s/ Richard G. Russell Senior Vice President and August 31, 1998
- ----------------------------- Controller (Principal
Richard G. Russell Accounting Officer)
* Director August 31, 1998
- -----------------------------
John T. Chain, Jr.
* Director August 31, 1998
- -----------------------------
Julius L. Chambers
* Director August 31, 1998
- -----------------------------
John L. Clendenin
* Director August 31, 1998
- -----------------------------
Ray J. Groves
* Director August 31, 1998
- -----------------------------
Fred H. Langhammer
* Director August 31, 1998
- -----------------------------
H. Eugene Lockhart
* Director August 31, 1998
- -----------------------------
Theodore E. Martin
* Director August 31, 1998
- -----------------------------
Rozanne L. Ridgway
*By /s/ H. Colin McBride
--------------------------
H. Colin McBride
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR
Nabisco Holdings Corp. has duly caused this Amendment No. 1 to this
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 31st day of August, 1998.
RJR NABISCO HOLDINGS CORP.
By: /s/ H. Colin McBride
---------------------------------------
H. Colin McBride
Senior Vice President,
Associate General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steven F. Goldstone Chairman and Chief Executive August 31, 1998
- ------------------------------- Officer (Principal Executive
Steven F. Goldstone Officer)
/s/ David B. Rickard Senior Vice President and August 31, 1998
- ------------------------------- Chief Financial Officer
David B. Rickard (Principal Financial Officer)
/s/Richard G. Russell Senior Vice President and August 31, 1998
- ------------------------------- Controller (Principal
Richard G. Russell Accounting Officer)
* Director August 31, 1998
- -------------------------------
John T. Chain, Jr.
* Director August 31, 1998
- -------------------------------
Julius L. Chambers
* Director August 31, 1998
- -------------------------------
John L. Clendenin
* Director August 31, 1998
- -------------------------------
Ray J. Groves
* Director August 31, 1998
- -------------------------------
Fred H. Langhammer
* Director August 31, 1998
- -------------------------------
H. Eugene Lockhart
* Director August 31, 1998
- -------------------------------
Theodore E. Martin
* Director August 31, 1998
- -------------------------------
Rozanne L. Ridgway
*By /s/ H. Colin McBride
------------------------------
H. Colin McBride
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust II certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 31st day of August, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST II
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust III certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 31st day of August, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST III
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust IV certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 31st day of August, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST IV
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust V certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 31st day of August, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST V
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco
Holdings Capital Trust VI certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 31st day of August, 1998.
RJR NABISCO HOLDINGS CAPITAL TRUST VI
By: /s/ H. Colin McBride
----------------------------------------
Name: H. Colin McBride
Title: Regular Trustee