SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report (Date of earliest event reported): August 8, 1997
RJR Nabisco Holdings Corp.
(Exact name of Registrant as
specified in its charter)
Delaware 1-10215 13-3490602
(Jurisdiction of Incorporation (Commission file number) (I.R.S. Employer
or Organization) Identification No.)
RJR Nabisco Holdings Capital Trust II
(Exact name of Registrant as specified
in its charter)
Delaware application pending application pending
(Jurisdiction of Incorporation (Commission file number) (I.R.S. Employer
or Organization) Identification No.)
1301 Avenue of the Americas
New York, New York 10019
(212) 258-5600
(Address and telephone number of principal
executive offices)
Item 5. OTHER EVENTS
The consent of Davis Polk & Wardwell, special tax counsel to the
Registrant, to the filing of the opinion set forth in full under the caption,
"Certain Federal Tax Considerations" in the Prospectus Supplement dated
September 11, 1998, to the Prospectus dated August 31, 1998, included in
Registration Statement No. 333-60811 and the reference to such firm in such
Prospectus Supplement is attached to this report as Exhibit 23. The forms of
Second Supplemental Indenture for Junior Subordinated Debentures, Preferred
Securities Guarantee and Amended and Restated Declaration of Trust referred to
in such Prospectus and Prospectus Supplement are attached to this report as
Exhibits 4(a), 4(b) and 4(c), respectively.
Item 7. EXHIBITS
4(a) Form of Second Supplemental Indenture for Junior
Subordinated Debentures Securities
4(b) Form of Preferred Securities Guarantee
4(c) Form of Amended and Restated Declaration of Trust
23 Consent of Davis Polk & Wardwell, special tax counsel to the
Registrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RJR NABISCO HOLDINGS CORP.
RJR NABISCO CAPITAL TRUST II
/s/ John J. Deluca
-----------------------------
/s/ John J. Deluca
Senior Vice President and
Treasurer
Date: September 16, 1998
LIST OF EXHIBITS
Name of Exhibit
4(a) Form of Second Supplemental Indenture for Junior Subordinated
Debentures
4(b) Form of Preferred Securities Guarantee
4(c) Form of Amended and Restated Declaration of Trust
23 Consent of Davis Polk & Wardwell, special tax counsel to the
Registrant