EXHIBIT 10.2
EXECUTION COPY
EXCHANGE AND INDEMNIFICATION AGREEMENT
EXCHANGE AND INDEMNIFICATION AGREEMENT, dated as of April 26,
1995 among Nabisco, Inc., a New Jersey corporation ("Nabisco"), Nabisco
Holdings Corp., a Delaware corporation ("Holdings"), and RJR Nabisco, Inc.,
a Delaware Corporation ("RJRN").
WHEREAS, Nabisco has issued an aggregate of $3,506,000,000
principal amount of Intercompany Debt (as hereinafter defined) which is
held by RJRN or one of its wholly owned subsidiaries;
WHEREAS, Nabisco and Holdings desire to reduce the Intercompany
Debt;
WHEREAS, provisions in certain agreements and indentures under
which debt of RJRN has been or may be issued currently limit the ability of
Nabisco and Holdings to incur debt other than intercompany debt and debt
maturing in less than one year;
WHEREAS, in connection with the reduction of the Intercompany Debt,
RJRN is seeking the removal of such limitations through replacement of its
credit facilities, solicitations of consents to amendments to certain indentures
under which certain of its debt was issued, redemption or repayment of certain
of its debt and offers to exchange certain of its debt for debt which Nabisco
will deliver in exchange for a portion of the Intercompany Debt and a capital
contribution;
WHEREAS, pursuant to the terms of the Corporate Agreement between
Holdings and RJRN dated as of January 26, 1995 (the "Corporate Agreement"),
RJRN has the right to require the registration of the Intercompany Debt (or debt
issued in exchange for such debt) under the Securities Act of 1933, as amended
(the "Securities Act");
WHEREAS, Nabisco has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-4 (Registration No.
33-90224) (as the same may be amended or supplemented from time to time, the
"Registration Statement") relating to the debt to be issued by Nabisco in
exchange for a portion of the Intercompany Debt, which newly-issued Nabisco debt
will be offered by RJRN in exchange offers (the "Exchange Offers") for certain
RJRN debt with the Securities and Exchange Commission (the "Commission");
WHEREAS, pursuant to the requirements of Form S-4, information
concerning Nabisco and RJRN will be included or incorporated by reference
into the Registration Statement;
WHEREAS, the parties hereto acknowledge that the information
included or incorporated by reference in the Registration Statement, the
consent solicitation statement to be used in connection with the
solicitation of consents and in related materials approved by RJRN or
Nabisco has been furnished, in the case of information relating to Nabisco,
by Nabisco and, in the case of information relating to RJRN and the Exchange
Offers and related transactions described in the Registration Statement (the
consent solicitations, the Exchange Offers and the related transactions being
herein collectively referred to as the "Transactions"), by RJRN;
WHEREAS, Nabisco and RJRN have agreed to indemnify Xxxxxxx Xxxxx,
Pierce, Fenner, Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated,
as co-dealer managers and co-solicitation agents (the "Co-Dealer
Managers"), against certain liabilities which may arise under the
Securities Act or otherwise in connection with the Transactions; and
WHEREAS, the parties hereto desire to set forth their agreement
with respect to the exchange of the Intercompany Debt and indemnification
of each other for information in the documents used in connection with the
Transactions in a manner consistent with the source of such information;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereby agree as follows:
Section 1. Definitions. As used herein, the following terms shall
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have the following meanings:
"Agreement" means this Exchange and Indemnification Agreement, as
amended from time to time.
"Co-Dealer Managers" has the meaning ascribed to it in the ninth
recital to this Agreement.
"Commission" has the meaning ascribed to it in the sixth recital
to this Agreement.
"Consent Materials" has the meaning ascribed to it in Section
4(a)(iii) of this Agreement.
"Corporate Agreement" has the meaning ascribed to it in the fifth
recital to this Agreement.
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"Exchange Date" means the sixth business day after the Expiration
Date.
"Exchange Offers" has the meaning ascribed to it in the sixth
recital to this Agreement.
"Expiration Date" means May 25, 1995 or such later date to which
the Exchange Offers may be extended by RJRN as described in the
Registration Statement.
"Intercompany Debt" means, collectively, Nabisco's Floating Rate
Note due December 1, 1996 in the principal amount of $1.07 billion, the
8.375% Note and the 8.85% Note.
"Nabisco" has the meaning ascribed to it in the preamble to this
Agreement.
"Nabisco Holdings" has the meaning ascribed to it in the preamble
to this Agreement.
"Nabisco Information" has the meaning ascribed to it in Section
3(a) of this Agreement.
"New Notes" means, collectively, the notes listed on Annex I.
"Offering Materials" has the meaning ascribed to it in Section
4(a) of this Agreement.
"Registration Statement" has the meaning ascribed to it in the
sixth recital to this Agreement.
"RJRN" has the meaning ascribed to it in the preamble to this
Agreement.
"RJRN Information" has the meaning ascribed to it in Section
4(b) of this Agreement.
"Securities Act" has the meaning ascribed to it in the fifth
recital to this Agreement.
"Transactions" has the meaning ascribed to it in the eighth
recital to this Agreement.
"8.375% Note" means Nabisco's 8.375% Note due December 1, 2001 in
the principal amount of $1.47 billion.
"8.85% Note" means Nabisco's 8.85% Note due December 1, 2006 in
the principal amount of $966 million.
Section 2. Debt Exchange and Repayment. Subject to the terms
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and conditions set forth herein:
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(a) On the Exchange Date, (x) Nabisco will deliver to RJRN up to
$1,917,650,000 aggregate principal amount of the series of New Notes set
forth on Annex I hereto, and (y) RJRN will deliver to Nabisco an aggregate
principal amount of the 8.375% Note and the 8.85% Note equal to the
aggregate principal amount of the New Notes delivered by Nabisco to RJRN
pursuant to clause (x). The principal amounts of the respective series of
New Notes to be delivered by Nabisco pursuant to clause (x) above will be
the amounts specified in writing by RJRN to Nabisco on or prior to the
Exchange Date, it being understood that the principal amounts of each
series of New Notes specified will be the principal amount of such series of
New Notes which RJRN is obligated to deliver to holders of existing RJRN debt
whose tenders in the Exchange Offers were accepted by RJRN. In satisfying its
obligation pursuant to clause (y) above, RJRN will deliver the 8.85% Note and a
principal amount of the 8.375% Note equal to the excess, if any, of the
aggregate principal amount of the New Notes delivered pursuant to clause (x)
above over the principal amount of the 8.85% Note. The deliveries contemplated
by this Section 2(a) will consist of the following two transactions:
(i) an exchange of the New Notes delivered pursuant to
clause (x) above for the 8.85% Note and a principal amount of the
8.375% Note with a fair market value as of the Expiration Date
(determined in the manner specified in Section 2(b) below) equal
to the excess of the fair market value as of the Expiration Date
of the New Notes delivered pursuant to clause (x) above over the
fair market value as of the Expiration Date (determined in the
manner specified in Section 2(b) below) of the 8.85% Note; and
(ii) a capital contribution by RJRN to Nabisco through
Nabisco Holdings of the portion of the 8.375% Note and the 8.85%
Note delivered pursuant to clause (y) above that is not exchanged
as provided in clause (i) above.
(b) The fair market value of the New Notes, the 8.375% Note and
the 8.85% Note as of the Expiration Date shall be determined by one or more
independent financial advisors jointly selected by Nabisco and RJRN prior
to the Expiration Date. Such financial advisors shall deliver their
valuation to Nabisco and RJRN in writing no later than the fifteenth
Business Day following the Expiration Date. In determining the value of the
New Notes, the value of any unpaid interest that is payable with respect to
periods prior to the Expiration Date shall be taken into account.
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(c) Concurrently with the deliveries, Nabisco will pay to RJRN
an amount equal to the interest accrued and unpaid on the principal amount
of Intercompany Debt delivered pursuant to Section 2(a) hereof through the
Expiration Date.
(d) On or after the date of such deliveries, in addition to
their other rights, each of Nabisco and its subsidiaries and Holdings may
(i) repay, at par plus accrued interest to the date of repayment, some or
all of its other debts to RJRN and its other subsidiaries, including the
balance of the Intercompany Debt not satisfied pursuant to Section 2(a)
hereof and (ii) purchase, at a price equal to par plus accrued interest to
the date of purchase, some or all of the debt described in clause (i) above
which has not been repaid. Payment shall be made by wire or intrabank
transfer of immediately available funds to a bank account designated by
RJRN. Such debt, including the Intercompany Debt shall be cancelled upon
repayment, and the notes and other instruments evidencing such debt shall be
annotated, endorsed, cancelled or replaced to reflect its repayment or
purchase.
Section 3. Conditions. The deliveries described in Section
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2(a) and the repayments described in Section 2(b) are subject to the
condition that all conditions to the consummation of the Transactions set
forth in the Registration Statement on the date of this Agreement have been
satisfied or waived by RJRN.
Section 4. Indemnification. (a) Nabisco agrees to indemnify and hold
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RJRN harmless against any loss, damage, expense, liability or claim which,
(i) with respect to any registration statement or any amendment
thereto as Nabisco or RJRN may prepare, approve or authorize for
use in connection with the Transactions, is caused by any untrue
statement or alleged untrue statement of a material fact
contained in such registration statement or which is caused by
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading,
(ii) with respect to any registration statement, prospectus,
other offering materials or in any amendment or supplement to any
of the foregoing in each case as Nabisco or RJRN shall prepare,
approve or authorize for use in connection with the Transactions
or in any press release issued or authorized by Nabisco or RJRN
relating to the Transactions (all such
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materials referred to collectively herein as the "Offering
Materials"), is caused by any untrue statement or alleged untrue
statement of a material fact contained in such Offering Materials
or which is caused by the omission or alleged omission to state
therein a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading or
(iii) with respect to any consent solicitation statement, other
consent materials or in any amendment or supplement to any of the
foregoing in each case as Nabisco or RJRN may prepare, approve or
authorize for use in connection with the Transactions or in any
press release issued or authorized by Nabisco or RJRN relating to
the Transactions (all such material referred to collectively
herein as the "Consent Materials"), is caused by any statement
which, at the time and in the light of the circumstances under
which it was made, was, or is alleged to have been, false or
misleading with respect to any material fact or is caused by the
omission or alleged omission to state therein a material fact
necessary in order to make the statements therein not false or
misleading or necessary to correct any statement in such Consent
Materials which has become false or misleading
to the extent, in each case that such statements are contained or
incorporated by reference in or omitted from the Nabisco Information (it
being understood that whether information is required to be included or
incorporated by reference or whether there has been an omission shall be
determined without reference to any other information in the Registration
Statement that is not Nabisco Information). Nabisco agrees to indemnify and
hold RJRN harmless against, and reimburse RJRN for, any and all reasonable
expenses (including reasonable legal fees and expenses) as such expenses are
incurred by RJRN in connection with investigating, preparing for or defending
against any such loss, damage, expense, liability or claim, whether or not
resulting in any liability, whether or not RJRN is a named party in
connection therewith and whether or not such loss, damage, expense,
liability or claim results from action initiated or brought by or on behalf
of Nabisco or Nabisco Holdings, and any amount paid in settlement of any
litigation, commenced or threatened, or of any claim whatsoever as set
forth in this Section 4(a) if such settlement is effected with the prior
written consent of Nabisco.
"Nabisco Information" means the information which is included or
incorporated by reference in the Registration Statement and is referred to
under the caption "Nabisco
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Information" on Schedule A hereto, as such Schedule may be amended,
supplemented or otherwise modified from time to time in accordance with
Section 5 hereof (the "Schedule").
(b) RJRN agrees to indemnify and hold Nabisco harmless against
any loss, damage, expense, liability or claim which,
(i) with respect to any registration statement or any amendment
thereto as Nabisco or RJRN may prepare, approve or authorize for
use in connection with the Transactions, is caused by any untrue
statement or alleged untrue statement of a material fact
contained in such or which is caused by the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
(ii) with respect to any Offering Materials, is caused by any
untrue statement or alleged untrue statement of a material fact
contained in such Offering Materials or which is caused by the
omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading
or
(iii) with respect to any Consent Materials, is caused by any
statement which, at the time and in the light of the
circumstances under which it was made, was, or is alleged to have
been, false or misleading with respect to any material fact or is
caused by the omission or alleged omission to state therein a
material fact necessary in order to make the statements therein
not false or misleading or necessary to correct any statement in
such Consent Materials which has become false or misleading
to the extent that such statements are contained or incorporated by reference
in or omitted from the RJRN Information (it being understood that whether
information is required to be included or incorporated by reference or whether
there has been an omission shall be determined without reference to any other
information in the Registration Statement that is not RJRN Information). RJRN
agrees to indemnify and hold Nabisco harmless against, and reimburse Nabisco
for, any and all reasonable expenses (including reasonable legal fees and
expenses) as such expenses are incurred in connection with investigating,
preparing for or defending against any such loss, damage, expense, liability
or claim, whether or not Nabisco is a named party in connection therewith and
whether or not such
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loss, damage, expense, liability or claim results from action initiated or
brought by or on behalf of RJRN, and any amount paid in settlement of any
litigation, commenced or threatened, or of any claim whatsoever as set
forth in this Section 4(b) if such settlement is effected with the prior
written consent of RJRN.
"RJRN Information" means the information which is included or
incorporated by reference in the Registration Statement and is referred to
under the caption "RJRN information" on the Schedule.
(c) RJRN agrees to indemnify and hold harmless Nabisco to the
same extent as the indemnity set forth in subsection (b) above in
connection with all other matters for which Nabisco has agreed to indemnify
and hold harmless the Co-Dealer Managers pursuant to the Fee Agreement.
(d) Promptly after receipt by a person indemnified under this
Section 4 of notice of any suit, action, proceeding or investigation with
respect to which an indemnified party may be entitled to indemnification
hereunder, such indemnified person shall notify the person against whom
such indemnity may be sought in writing of the commencement or the written
assertion thereof; but the omission so to notify such indemnifying person
shall not relieve such indemnifying person from any liability which it may
have to such indemnified person unless the indemnifying person has been
materially prejudiced by such omission. Following such notification, such
indemnifying person may elect in writing to assume the defense of such
suit, action, proceeding or investigation and, upon such election, such
indemnifying person shall not be liable for any legal costs subsequently
incurred by such indemnified person (other than reasonable costs of
investigation and providing evidence) in connection herewith, unless (i)
such indemnifying person has failed to provide counsel reasonably
satisfactory to such indemnified person in a timely manner, (ii) counsel
which has been provided by such indemnifying person reasonably determines
that its representation of such indemnified person would present it with a
conflict of interest or (iii) such indemnified person reasonably determines
that there may be legal defenses available to it which are different from
or in addition to those available to such indemnifying person. In the
event of a determination pursuant to clause (i), (ii) or (iii) above, such
indemnified person shall be entitled to retain separate counsel of their
choice and the fees and expenses of such separate counsel shall be borne by
such indemnifying person. Such indemnifying person shall not in any event
be liable for the fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) in any one action or group of
related actions, except as provided in the immediately preceding
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sentence. Whether or not such indemnifying person shall have assumed the
defense of any suit, action, proceeding or investigation, Nabisco and RJN
agree to cooperate in the defense thereof and shall furnish such records,
information, testimony, and attend such conferences, discovery proceedings,
hearings, trials and appeals, as may be reasonably requested in connection
therewith.
(e) If the indemnification provided for in this Section 4 is
unavailable to or insufficient to hold harmless an indemnified person to
the extent heretofore provided in this Section (4) in respect of any
losses, damages, expenses, liabilities or claims referred to therein, then
the indemnifying person shall contribute to the amount paid or payable by
such indemnified person as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect
the relative benefits received by Nabisco on the one hand and RJRN on the
other from the Transactions or (ii) if the allocation provided by
clause (e)(i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) but also the relative fault of Nabisco on the one hand and RJRN on
the other in connection with any statements or omissions or any other matters
which resulted in such losses, damages, expenses, liabilities or claims, as well
as any other relevant equitable considerations. The relative benefits
received by Nabisco on the one hand and RJRN on the other shall be
determined by reference to the benefits received by each of them from the
Transactions. The relative fault of Nabisco on the one hand and RJRN on the
other (i) in the case of any untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact, shall be
determined by reference to, among other things, whether such statement or
omission relates to Nabisco Information or RJRN Information, and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission and (ii) in the case of any other action
or omission, shall be determined by reference to, among other things, whether
such action or omission was taken or omitted to be taken by Nabisco or its
subsidiaries or by RJRN or its subsidiaries other than Nabisco Holdings and
its subsidiaries, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action or omission.
Nabisco and RJRN agree that it would not be just and equitable if contribution
pursuant to this subsection (e) were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable
considerations referred to in this subsection (e). No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from
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any person who was not guilty of such fraudulent misrepresentation.
(f) The reimbursement, indemnity and contribution obligations of
Nabisco and RJRN under this Section 4 shall extend upon the same terms and
conditions to the partners, directors, employees and controlling persons
(if any) of Nabisco and RJRN and shall be binding upon and inure to the benefit
of any successors, assigns, heirs and personal representatives of Nabisco, RJRN
and any of such other persons referred to above.
Section 5. Amendments and Waivers. The parties hereto acknowledge
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that the Registration Statement as originally filed has been and may be
amended by one or more pre-effective or post-effective amendments thereto.
The parties hereto agree to amend the Schedule to reflect the scope of the
information for which each is providing indemnification hereunder in a manner
consistent with the intention of the parties set forth in the recitals hereto.
This Agreement may be otherwise amended and any party may take any action herein
prohibited, or omit to take any action herein required to be performed by it,
only if such party shall have obtained the written consent to such amendment,
action or omission to act of each of the other parties hereto.
Nabisco and RJRN shall be deemed to have consented to any
information included in or omitted from a particular caption designated as
its information on the Schedule unless, prior to the filing of the
Registration Statement (or a particular amendment or supplement thereto), such
party objects to the inclusion or omission of such information in writing (or
orally if promptly confirmed in writing). Information to the inclusion or
omission of which a party has timely objected in writing (the "Excluded
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Information") shall not be Nabisco Information or RJRN Information, as the case
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may be, for purposes of Section 4 hereof. Notwithstanding the foregoing
provisions of this Section 5, Excluded Information shall not include information
incorporated by reference or derived (without material modification) from
documents otherwise filed by the objecting party with the Commission.
Section 6. Rights Under Other Agreements. Except as expressly set
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forth herein with respect to rights to indemnification relating to the
Transactions, each party agrees that nothing herein will limit or otherwise
modify or affect any of its rights, duties or obligations under the
Corporate Agreement, the Fee Agreement or the Dealer Manager Agreement.
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Section 7. Notices. All notices and other Communications
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provided for hereunder shall be in writing and shall be by first class
mail, telecopier or hand delivery:
If to Nabisco or Holdings:
0 Xxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx III
If to RJRN:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx-Xxx Xxxx
With copies of such notices to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
All such notices and communications shall be deemed to have been given or
made (1) when delivered by hand, (2) five business days after being
deposited in the mail, postage prepaid, or (3) when telecopied, receipt
acknowledged.
Section 8. Governing Law. This Agreement shall be governed by
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and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed therein.
Section 9. Descriptive Headings. The descriptive headings used
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herein are inserted for convenience of reference only and shall not limit
or otherwise affect the meaning of terms contained herein.
Section 10. Counterparts. This Agreement may be executed in two
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or more counterparts, each of which shall be deemed to be an original, but
all of which shall constitute one and the same agreement.
Section 11. Severability. If any one or more of the provisions,
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paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality or
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any
way impaired, it being
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intended that all rights, powers and privileges of the parties hereto shall
be enforceable to the fullest extent permitted by law.
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IN WITNESS WHEREOF, each or the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized, all as
of the day and year first above written.
NABISCO, INC.
By /s/ Xxxxx X. Xxxxxxx III
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Name: Xxxxx X. Xxxxxxx III
Title: Executive Vice President,
General Counsel and Secretary
NABISCO HOLDINGS CORP.
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President,
Corporate Affairs
RJR NABISCO, INC.
By /s/
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Name:
Title:
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ANNEX I
Aggregate Principal
Title of Series Amount
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8.30% Notes due April 15, 1999 $600,000,000
8 5/8% Sinking Fund Debentures
due March 15, 2017 $440,650,000
8% Notes due January 15, 2000 $750,000,000
6.80% Notes due September 1, 2001 $100,000,000
6.11% Notes due August 19, 1996 $ 5,000,000
6.88% Notes due January 28, 1997 $ 5,000,000
6.77% Notes due August 11, 1997 $ 1,000,000
6.75% Notes due August 11, 1997 $ 1,000,000
7.20% Notes due January 22, 1998 $ 5,000,000
7.64% Notes due August 1, 2001 $ 1,500,000
7.375% Notes due August 1, 2001 $ 2,500,000
7.63% Notes due August 13, 2001 $ 1,000,000
7.86% Notes due September 4, 2001 $ 5,000,000
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SCHEDULE A
NABISCO INFORMATION
(a) The Registration Statement cover page.
(b) The information in the Prospectus and Consent Solicitation under
the captions:
"Available Information" (insofar as it relates to
Nabisco); "Summary-Nabisco Inc.; - Nabisco, Inc. Summary
Historical Consolidated Financial Data; -
Recent Developments; -Nabisco, Inc. Unaudited
Consolidated Condensed Statements of Income; - Summary
Pro Forma Consolidated Financial Data, Nabisco, Inc.; -
Nabisco, Inc. Capitalization"; "Significant
Considerations - Certain Effects of the Exchange Offers
on Tendering Holders of Old Notes - Financial
Considerations Relating to Nabisco (insofar as it
relates to Nabisco); - Certain Effects of the Exchange
Offers on Both Tendering and Non-Tendering Holders of
Old Notes - Liquidity of Trading (insofar as it relates
to Nabisco's New Notes); - Nabisco's Relationship with
Affiliates; - Exposure to Tobacco-Related Litigation";
"Description of the New Notes"; "Description of Credit
Agreements" (insofar as it relates to Nabisco's Credit
Agreement); "Selected Historical Consolidated Financial
Data of Nabisco, Inc."; "Management's Discussion and
Analysis of Financial Condition and Results of
Operations of Nabisco, Inc."; "Nabisco, Inc. Pro Forma
Consolidated Condensed Financial Statements";
"Description of Nabisco, Inc."; "Nabisco's Relationship with
Affiliates"; "Management of Nabisco, Inc."; "Legal Matters"
(insofar as it relates to Nabisco); "Experts"
(insofar as it relates to Nabisco) and "Nabisco
Holdings Corp., Nabisco, Inc. Index to Consolidated
Financial Statements - Financial Statements" (pages F-1
through F-23).
(c) Part II of the Registration Statement (other than
Exhibits 1, 4.9(a) through 4.9(d) and 12 and 23.1
(insofar as they relate to RJRN).
RJRN INFORMATION
The information in the Registration Statement and Consent Solicitation
Statement other than Nabisco Information.
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