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RJR NABISCO ANNOUNCES 94.5 PERCENT OF CUMULATIVE PREFERRED STOCK PURCHASED; ADOPTS CHARTER AMENDMENT

 RJR NABISCO ANNOUNCES 94.5 PERCENT OF CUMULATIVE
 PREFERRED STOCK PURCHASED; ADOPTS CHARTER AMENDMENT
 NEW YORK, Dec. 9 /PRNewswire/ -- RJR Nabisco Holdings Corp. today announced that it has completed its exchange offer of common stock for its cumulative convertible preferred stock and has received consent from shareholders to modify the terms of any remaining convertible preferred stock from 25 years mandatory redemption to perpetual to allow it to count as equity for bank regulatory purposes.
 The exchange offer, which commenced on Nov. 7, and the consent solicitations, which commenced on Nov. 7 and Nov. 13, expired at midnight, New York City time, on Friday, Dec. 6, 1991.
 The company said that it has accepted for exchange and thereby purchased all shares of its cumulative convertible preferred stock validly tendered and not properly withdrawn pursuant to the exchange offer. The company said that it has been advised by its exchange agent, First Chicago Trust Company of New York, that, based on a preliminary count, approximately 68,092,500 shares of cumulative convertible preferred stock had been validly tendered and not properly withdrawn (including approximately 4,490,700 shares of cumulative convertible preferred stock tendered pursuant to guarantees of delivery). Based on the preliminary count (and assuming the valid delivery of shares tendered by guaranteed delivery), approximately 94.5 percent of the outstanding shares of cumulative convertible preferred stock will be exchanged in the offer.
 RJR Nabisco also said that the solicitation of consents has resulted in the approval of an amendment to the company's certificate of incorporation deleting provisions relating to the mandatory redemption of the cumulative convertible preferred stock on Nov. 1, 2015.
 The company said it intends to file the charter amendment with the Secretary of State of Delaware shortly.
 RJR Nabisco Holdings Corp. is the indirect parent of RJR Nabisco, Inc., an international consumer products company. RJR Nabisco's major operating units are R.J. Reynolds Tobacco Co., R.J. Reynolds Tobacco International, Inc., and the Nabisco Foods Group, consisting of Nabisco Brands, Inc., and Planters LifeSavers Co.
 -0- 12/9/91
 /CONTACT: Jason Wright of RJR Nabisco Holdings, 212-258-5770/ CO: RJR Nabisco Holdings Corporation ST: New York IN: REA SU:


BR-CF -- AT002 -- 0393 12/09/91 08:52 EST
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Publication:PR Newswire
Date:Dec 9, 1991
Words:371
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