RJR Nabisco files registration statement for 111.6 million shares connected to KKR acquisition of Borden.NEW YORK--(BUSINESS WIRE)--March 15, 1995--RJR Nabisco Holdings Corp. (NYSE NYSE See: New York Stock Exchange :RN) today announced that it has filed a registration statement for 111.6 million shares of its common stock currently held by Borden, Inc. (NYSE:BN). RJR Nabisco RJR Nabisco, Inc., was an American conglomerate formed in 1985 by the merger of Nabisco Brands and R.J. Reynolds Tobacco Company. RJR Nabisco was purchased in 1988 by Kohlberg Kravis Roberts & Co. in the second largest leveraged buyout in history, adjusted for inflation. is required contractually to register any of its shares owned by Kohlberg Kravis Roberts Kohlberg Kravis Roberts & Co (commonly referred to as KKR) is a New York City-based private equity firm that focuses primarily on late-stage leveraged buyouts. It was founded in 1976 by Jerome Kohlberg, Jr., and cousins Henry Kravis and George R. & Co. and its affiliates upon request. The shares were contributed to Borden by KKR KKR Korringa-Kohn-Rostoker (method) KKR Kohlberg, Kravis & Roberts & Co. KKR Kalkara (postal locality, Malta) KKR Kramers-Kronig Relations KKR Komarappa Gounder Ramalingam (hospital in India) . RJR Nabisco said registration of the shares would have no effect on the number of the company's common shares outstanding and that it would not receive any proceeds from the sale of the shares. The shares being registered represent the remainder of the shares of RJR Nabisco that had been owned by KKR's investment partnerships. RJR Nabisco said that KKR has informed the company that it decided to invest the shares in Borden in order to increase Borden's financial flexibility and to consolidate its equity in a wholly owned company rather than maintain a small minority interest in RJR Nabisco. KKR had a 39.7 percent ownership interest on a voting basis in RJR Nabisco before their Borden acquisition but its ownership was less than 8 percent before contributing the RJR Nabisco shares currently being registered to Borden. "KKR has been a tremendous resource to our company since 1989, when the company had more than $29 billion of debt. They have provided valuable financial expertise as well as a number of executives who have been outstanding members of our board," said Charles M. Harper, RJR RJR R.J. Reynolds RJR Thorny Skate (FAO fish species code) Nabisco's chairman and chief executive officer. "Henry Kravis Henry R. Kravis is an American business financier and investor, notable for co-founding and heading the leading private equity firm, Kohlberg Kravis Roberts & Co. (KKR). With an estimated current net worth of around $5. , George Roberts George Roberts may refer to:
"We now have a good balance sheet, have established a market value for our food business, will pay our first common dividend in April and, upon shareholder approval, will commence a one-for-five reverse stock split to bring our shares outstanding in line with our market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. . This really does mark the end of the leveraged buyout leveraged buyout, the takeover of a company, financed by borrowed funds. Often, the target company's assets are used as security for the loans acquired to finance the purchase. era at RJR Nabisco," Harper concluded. Harper said that none of the KKR representatives currently on RJR Nabisco's board of directors would stand for reelection re·e·lect also re-e·lect tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects To elect again. re at the company's 1995 annual meeting. Henry R. Kravis and George R. Roberts George R. Roberts (1945-) is a Jewish-American financier and was one of the founders of Kohlberg Kravis Roberts & Co. (KKR). He is the first cousin of Henry Kravis. With an estimated net worth of around $2. , founding partners of KKR, said: "We have great faith and confidence in the future of RJR Nabisco under its current leadership, which has demonstrated its commitment to building shareholder wealth and to continually improving the operations and focus of the company. We will miss working with Mike Harper and his fine management team." RJR Nabisco said that it has been informed that any disposition by Borden of its RJR Nabisco shares would either be through a secondary offering or, under a previously filed Borden shelf registration, through the sale of Borden securities that are convertible, exchangeable or redeemable at some future date into shares of RJR Nabisco common stock owned by Borden. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. RJR Nabisco Holdings Corp. is the parent company of RJR Nabisco Inc., an international consumer products company whose major holdings include R.J. Reynolds Tobacco Co., R.J. Reynolds Tobacco International Inc., and an 81 percent interest in Nabisco Holdings Corp. CONTACT: RJR Nabisco Carol Makovich 212/258-5785 or Borden Nick Iammartino 614/225-4485 or Kekst & Co. (for KKR) Ruth Pachman/Dawn Dover/Josh Pekarsky 212/593-2655 |
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