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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 14, 1999
Date of Report (Date of earliest event reported)
NABISCO GROUP HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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Delaware 1-10215 13-349-0602
(State of other jurisdiction (Commission (IRS employer
of incorporation) file no.) identification no.)
1301 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices) (Zip code)
(212) 258-5600
Registrant's telephone number,
including area code
Last reported on Form 8-K as
RJR Nabisco Holdings Corp.
(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 14, 1999, RJR Nabisco Holdings Corp. changed its name to Nabisco
Group Holdings Corp. and completed the distribution of 100% of the common
stock of its former subsidiary R.J. Reynolds Tobacco Holdings, Inc. to record
holders of the common stock of RJR Nabisco Holdings Corp. as of May 27, 1999,
the record date for the distribution. This document refers to Nabisco Group
Holdings Corp. as NGH. As a result of the distribution, NGH's sole asset
(besides cash on hand) will be 100% of the outstanding Class B Common Stock of
Nabisco Holdings Corp.. The Class B Common Stock currently represents
approximately 80.5% of the economic interest and approximately 97.7% of the
voting interest in Nabisco Holdings Corp.
NGH issued a press release on June 15, 1999 which is attached as Exhibit
99.1 to this document and incorporated into this document by reference. The
press release announced this NGH name change and the completion of the
distribution.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
See the pro forma financial information of NGH disclosed in Item 7(b) of
the Report on Form 8-K of NGH filed on May 27, 1999 which are incorporated
into this document by reference.
(c) Exhibits
Exhibit
No. Description
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2.1 Certificate and Plan of Merger dated as of June 14, 1999 between
RJR Nabisco Holdings Corp. and Nabisco Group Holdings Corp.
10.1 Tax Sharing Agreement dated as of June 14, 1999 among RJR Nabisco
Holdings Corp., R.J. Reynolds Tobacco Holdings, Inc., R.J.
Reynolds Tobacco Company and Nabisco Holdings Corp.
10.2 Corporate Agreement dated as of June 14, 1999 among RJR Nabisco
Holdings Corp., Nabisco Holdings Corp. and R.J. Reynolds Tobacco
Holdings, Inc.
10.3 Intercompany Services Agreement dated as of June 14, 1999 among
RJR Nabisco Holdings Corp., Nabisco Holdings Corp. and R.J.
Reynolds Tobacco Holdings, Inc.
10.4 Third Supplemental Indenture and Waiver dated as of May 18, 1999
between RJR Nabisco Holdings Corp. and The Bank of New York, to
the Indenture dated as of September 21, 1995 between RJR Nabisco
Holdings Corp. and The Bank of New York, as supplemented by the
First Supplemental Indenture thereto dated as of September 21,
1995 and the Second Supplemental Indenture thereto dated as of
September 16, 1998.
21.1 Subsidiaries of the registrant.
99.1 Press Release dated June 14, 1999
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SIGNATURE
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.
NABISCO GROUP HOLDINGS CORP.
By: /s/ H. Colin McBride
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Name: H. Colin McBride
Title: Senior Vice President,
Associate General Counsel
and Corporate Secretary
June 15, 1999
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