-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JYXIkQrD9sZEOx32tcI7TNTM2QKk297Es9zFA9xtlnfpmLFlJEpbJB7N02x6eBPR 9gZTZRjYZnwOHdbX0yAr7Q== 0000950103-98-000833.txt : 19980909 0000950103-98-000833.hdr.sgml : 19980909 ACCESSION NUMBER: 0000950103-98-000833 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980908 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO HOLDINGS CORP CENTRAL INDEX KEY: 0000847903 STANDARD INDUSTRIAL CLASSIFICATION: COOKIES & CRACKERS [2052] IRS NUMBER: 133490602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811 FILM NUMBER: 98705337 BUSINESS ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019-6013 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS STREET 2: C/O RJR NABISCO HOLDINGS CORP CITY: NEW YORK STATE: NY ZIP: 10019-6013 FORMER COMPANY: FORMER CONFORMED NAME: RJR HOLDINGS CORP DATE OF NAME CHANGE: 19891116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO INC CENTRAL INDEX KEY: 0000083612 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 560950247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811-01 FILM NUMBER: 98705338 BUSINESS ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: REYNOLDS R J INDUSTRIES INC DATE OF NAME CHANGE: 19860501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO HOLDINGS CAPITAL TRUST II CENTRAL INDEX KEY: 0001067746 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811-02 FILM NUMBER: 98705339 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO HOLDINGS CAPITAL TRUST III CENTRAL INDEX KEY: 0001067747 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811-03 FILM NUMBER: 98705340 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO HOLDINGS CAPITAL TRUST IV CENTRAL INDEX KEY: 0001067749 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811-04 FILM NUMBER: 98705341 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO HOLDINGS CAPITAL TRUST V CENTRAL INDEX KEY: 0001067750 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811-05 FILM NUMBER: 98705342 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RJR NABISCO HOLDINGS CAPITAL TRUST VI CENTRAL INDEX KEY: 0001067753 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-60811-06 FILM NUMBER: 98705343 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 S-3/A 1 As filed with the Securities and Exchange Commission on September 8, 1998 Registration No. 333-60811 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- 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) ------------------------- 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. ------------------------- 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. ============================================================================== Item 16. Exhibits.
Exhibit Description ------- ---------------------------------------------------------------- 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.
EX-12.2 2 EXHIBIT 12.2 RJR NABISCO HOLDINGS CORP. COMPUTATION OF EARNINGS TO FIXED CHARGES (Dollars in Millions)
1st Qtr. 1998 1997 1996 1995 1994 1993 -------- ------ ------ ------ ------ ------ Earnings before fixed charges: Income before income taxes............... $ 13 $1,016 $1,199 $1,266 $1,375 $ 111 Less minority interest in pre-tax income of Nabisco Holdings.................... 18 142 22 105 -- -- ----- ----- ----- ----- ----- ----- Adjusted income before taxes............. (5) 874 1,177 1,161 1,375 111 Interest and debt expense................ 221 912 927 899 1,065 1,209 Interest portion of rental expense....... 15 61 56 54 51 52 ----- ----- ----- ----- ----- ----- Earnings before fixed charges............. $ 231 $1,847 $2,160 $2,114 $2,491 $1,372 ===== ===== ===== ===== ===== ===== Fixed charges: Interest and debt expense................ 221 912 927 899 1,065 1,209 Interest portion of rental expense....... 15 61 56 54 51 52 Capitalized interest..................... 1 6 15 12 11 9 ----- ----- ----- ----- ----- ----- Fixed charges............................. $ 237 $ 979 $ 998 $ 965 $1,127 $1,270 ===== ===== ===== ===== ===== ===== Ratio of earnings to fixed charges........ -- 1.887 2.164 2.191 2.210 1.080 ===== ===== ===== ===== ===== ===== Deficiency in the coverage of fixed charges by earnings before fixed charges................................... $(6) -- -- -- -- -- ===== ===== ===== ===== ===== =====
EX-12.3 3 EXHIBIT 12.3 RJR NABISCO HOLDINGS CORP. COMPUTATION OF RATIO OF 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 (Dollars in Millions)
1st Qtr. 1998 1997 1996 1995 1994 1993 -------- ------ ------ ------ ------ ------ Earnings before fixed charges: Income before income taxes.................. $ 13 $1,016 $1,199 $1,266 $1,375 $111 Less minority interest in pre-tax income of Nabisco Holdings....................... 18 142 22 105 -- -- ----- ----- ----- ----- ----- ----- Adjusted income before taxes................ (5) 874 1,177 1,161 1,375 111 Interest and debt expense................... 221 912 927 899 1,065 1,209 Interest portion of rental expense.......... 15 61 56 54 51 52 ----- ----- ----- ----- ----- ----- Earnings before fixed charges................ $ 231 $1,847 $2,160 $2,114 $2,491 $1,372 ===== ===== ===== ===== ===== ===== Combined fixed charges and preferred stock dividends: Interest and debt expense................... 221 912 927 899 1,065 1,209 Interest portion of rental expense.......... 15 61 56 54 51 52 Capitalized interest........................ 1 6 15 12 11 9 Preferred stock dividends (1)............... 15 153 307 411 594 368 ----- ----- ----- ----- ----- ----- Combined fixed chargesand preferred stock dividends.............................. $ 252 $1,132 $1,305 $1,376 $1,721 $1,638 ===== ===== ===== ===== ===== ===== Ratio of earnings to combined fixed charges and preferred stock dividends................................ -- 1.632 1,655 1,536 1,447 -- ===== ===== ===== ===== ===== ===== Deficiency in the coverage of combined fixed charges and preferred stock dividends by earnings before fixed charges...................................... $ (21) -- -- -- -- $(266) ===== ===== ===== ===== ===== ===== - ------------- (1) Preferred stock dividends have been increased to present their equivalent pre-tax amounts, as applicable.
Incorporation By Reference of Registration Statement on Form S-3 (File No.:333-60811) RJR Nabisco, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on From S-3 in its entirety Registration Statement on Form S-3 (File Nos.: 333-6811, 333-60811-01, 333-60811-02, 333-60811-03, 333-60811-04, 333-60811-05 and 333-60811-06), as amended, declared effective at August 31, 1998 by the Securities and Exchange Commission including each document incorporated or deemed to be incorporated by reference therein. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, RJR Nabisco, Inc. has duly caused this Amendment No. 2 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 8th day of September, 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 September 8, 1998 - ----------------------------- Officer (Principal Executive Steven F. Goldstone Officer) /s/ David B. Rickard Senior Vice President and Chief September 8, 1998 - ----------------------------- Financial Officer (Principal David B. Rickard Financial Officer) /s/ Richard G. Russell Senior Vice President and September 8, 1998 - ----------------------------- Controller (Principal Richard G. Russell Accounting Officer) * Director September 8, 1998 - ----------------------------- John T. Chain, Jr. * Director September 8, 1998 - ----------------------------- Julius L. Chambers * Director September 8, 1998 - ----------------------------- John L. Clendenin * Director September 8, 1998 - ----------------------------- Ray J. Groves * Director September 8, 1998 - ----------------------------- Fred H. Langhammer * Director September 8, 1998 - ----------------------------- H. Eugene Lockhart * Director September 8, 1998 - ----------------------------- Theodore E. Martin * Director September 8, 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. 2 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 8th day of September, 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 September 8, 1998 - ------------------------------- Officer (Principal Executive Steven F. Goldstone Officer) /s/ David B. Rickard Senior Vice President and September 8, 1998 - ------------------------------- Chief Financial Officer David B. Rickard (Principal Financial Officer) /s/Richard G. Russell Senior Vice President and September 8, 1998 - ------------------------------- Controller (Principal Richard G. Russell Accounting Officer) * Director September 8, 1998 - ------------------------------- John T. Chain, Jr. * Director September 8, 1998 - ------------------------------- Julius L. Chambers * Director September 8, 1998 - ------------------------------- John L. Clendenin * Director September 8, 1998 - ------------------------------- Ray J. Groves * Director September 8, 1998 - ------------------------------- Fred H. Langhammer * Director September 8, 1998 - ------------------------------- H. Eugene Lockhart * Director September 8, 1998 - ------------------------------- Theodore E. Martin * Director September 8, 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. 2 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 8th day of September, 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. 2 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 8th day of September, 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. 2 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 8th day of September, 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. 2 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 8th day of September, 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. 2 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 8th day of September, 1998. RJR NABISCO HOLDINGS CAPITAL TRUST VI By: /s/ H. Colin McBride ---------------------------------------- Name: H. Colin McBride Title: Regular Trustee -----END PRIVACY-ENHANCED MESSAGE-----