Philip Morris
Annual Meeting of Stockholders Held 950412 at the Sheraton Center 1201 Boulevard Rene - Levesque Ouest Montreal, Quebec, Canada
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- Robinson, E.
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- TRAN, TRANSCRIPT
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- BRING,MURRAY/SEC'Y FILES
- Attachment
- 2048768413/2048768552
- Litigation
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- Master ID
- 2048768413/8618
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RJR NABISCO HOLDINGS CORP.
ANNUAL MEETING OF STOCKHOLDERS
Held April 12, 1995
at the Sheraton Center
1201 Boulevard Rene-Le7resque Ouest
Montreal, -.-aebec, Canada
A P P E A R A N C E S
Mr. Charles M. Harper
Chairman and C.E.O., RJR Nabisco
Mr. Johnston
Chairman and C.E.O., R.J. Reynolds Tobacco Worldwide
Mr.lJohn Greeniaus
President and C.E.O., Nabisco, Inc.
Mr. Steve Goldstone
General Counsel
Ms. Jo-Ann Ford
Secretary
E. Robinson, OCR
Mackay, Morin, Maynard et Associes
RJR NABISCO HOLDINGS CORP.
Annual Meeting of Stockholders
April 12, 1995
Upon Commencing at 14:00 p.m.:
THE CHAIRMAN:
Good afternoon. I am Mike Harper, RJR
Nabisco's Chairman and Chief Executive
Officer, and I would like to welcome you, and
call tc order this 1995 Annual Meeting.
Ca nous donne beaucoup de plaisir d'etre ici a
Montreal.
I will conduct the rest of the meeting i__
English, --.lthough we simultaneously transl_:~e
it into French. If anybody in the room would
prefer to listen to the French translation,
please raise your hand, and a member of the
staff will bring you a headset. Would anybody
like one? Feel free to do so. There will not
be any service in terms of translating my
French into English.
1 1 ELIZABETH ROBINSON, O.C.R.
RJR-Macdonald has more than eight hundred
employees here in Canada, and we produce about
fifteen billion cigarettes a year, along with
fine cut tobaccos and cigars. In addition to
our manufacturing plant here in Mont-real, we
have a headquarters in Toronto, sales and
distribution centers in Canada's major cities,
and a leaf-processing facility in Ontario.
2
Our food business, Nabisco Limited, has been
in Canada since 1928, when it took over
Christie Brown, a biscuit manufacturer founded
in 1861.
Today, thirty-six hundred employees produce a
wide range of cookies, crackers, canned fruits
and vegetables, including fruit juices; some
fifty-three different brands in all.
The biscuit business exceeded a hundred
million kilograms in pr,oduction for the first
time last year, while the grocery packed over
eleven million cases of canned fruits,
ELIZABETH ROBINSON, O.C.R.
vegetables, and other products.
Nabisco Limited operated fourteen food plants
and sixteen distribution centers, with its
headquarters in Toronto.
Core brands like. Mr. Christie's and Crispers,
Avlmer and Del Monte are being augmenLed by
strong f low of new p-roducts.
For both our tobacco and food businesses,
Canada is very important to our Company, andd
we trust that our presence here is valuable to
Canada.
In addition to our role in the local business
economy, through the years both RJR-Macdonald
and Nabisco Limited have made major financial
commitments to many cultural, recreational,
educational, medical and humanitarian
institutions here in Canada.
I would like to thank all the people who work
3 1 ELIZABETH ROBINSON, O.C.R.
with us here in Canada, with a special thanks
to the Montreal-based staff, who helped to
organize today's annual meeting here.
4
Now, let's get to the business at hand.
A copy of the Agenda and:Rules of the Meeting
has been placed on_each chair, along with a
copy of the Proxy State:nent.
T want to bring toa your attent_on that each
speaker will be limited to two minutes. Also,
this is not the appropriate forum to present
personal grievances against the Company, or
attacks on any members of its personnel. We
will not allow such conduct, and if anything
like that arises, I will ask the speaker to
sit down.
Gene McCarthy and Charles Monroe, up here at
the front of the room, will act as sergeants-
at-arms for the meeting, and I will direct
them to enforce our meeting rules.
ELIZABETH ROBINSON, O.C.R..
In accordance with the By-Laws, only those
items set forth in the Agenda will be acted on
at this meeting. However, there will be a
period later in the meeting for general
questions and answers.
I would like to introduce the other members of
our Senior Management Group who are here
today, and joining me here on the stage are
John Greeniaus, President and C.E.O. of the
new Nabisco Company.
Jim Johnston, Chairman and C.E.O. of the R.J.
Reynolds Worldwide Tobacco Company.
John and Jim are also members of the Board of
Directors of this Company.
Steve Goldstone, General Counsel, and Jo-Ann
Ford, who is Secretary of the Company, and
will act as Secretary of this meeting.
I would like to introduce the other members of
5 1 ELIZABETH ROBINSON, O.C.R.
our Board of Directors. I would appreciate it
if you would hold your applause, if any, until
I have introduced them all.
Jack Chain, Executive Vice-President of the
Burlington North Railroad. Jack, would you
stand? Jack is Chairman of our Compensation
Committee, and also serves on the Executive
Committee.
Julius Chambers. Julius. He is Chancellor of
North Carolina Central University, and a
member of our Audit Committee.
-ohn Clendenin, Chairman and C.E.O. of
.-,llSouth, and a member of our Compensation
Committee.
John Medlin, Chairman of the Wachovia
Corporation, who is chairman of our Audit
Committee and a member of the Executive
Committee..
6 1 ELIZABETH ROBINSON, O.C.R.
7
Roz Ridgway, Co-Chair of the Atlantic Council
of the United States, and a member of the
Audit Committee.
Let's give them a good hand.
Before I start with the business portion of
this meeting, T-,vould li ke to briefly talk to
you about our CompanV, its progress, and where
we are, and then we.will proceed with the
business portion of the meeting.
Our agenda is as indicated. We will talk
briefly to the progress that we made last
year. We wiil then ik about what has been
happening in of building the foundation
for a new RJR Nabisco, and that is the subject
of the meeting.
This (slide 4) compares 1994 results, ending
at the end of December, 1994, with the
previous year in 1993. As you see, the sales
were relatively flat. We had an outstanding
ELIZABETH ROBINSON, O.C.R.
improvement in Earnings Per Share, thirty-
eight percent, as you can see over there, and
substantial changes in the pay-down of_debt.
Now, we look at Cash Net Income as one measure
of the profitability of_the Company. There is
a lot of goodwill in the Company, and
goodwill, those si_11y accountants -- where is
Cook? Those silly accauntants make you deduct
goodwill from earnings, but you don't have t.a
write any cheques. So, it is the same thina
as earnings. So, Cash Net Income, you take
the Net Income and add goodwill back to it,
because that is the real cash that you
generate to build the company wit'_-_.
We stuck this in here because we will be
voting on a five-to-one reverse split, so when
we look back, that forty-four cents becomes
two dollars and twenty cents per share, in
terms of earnings per share.
This (slide 5) is the R.J. Reynolds Worldwide
8 1 ELIZABETH ROBINSON, O.C.R.
Tobacco business, and what they did in 1994 as
compared to 1993, and you see they had an
outstanding improvement in their earnings.
They had a very difficult year in 1993. There
was a big price war in the United States, and
we paid our price, but Jim Johnston and his
people put it back together and aggressively
took on our competition and improved their
earnings substantially.
This (slide 6) is our International portion o
the Worldwide business, and as you can see,
that was up seventeen percent last year, and
the Earnings as reflectec'. by an Operating
Company Contribution, for those of you that
get into those kinds of r-hinas, is operating
income before tax, and adding back the
goodwill.
And they have done very, very well with a
<1
twenty-three percent gain in earnings. i~
O
~
(~0
~
In the food business, the great Nabisco ~
Oo
ELIZABETH ROBINSON, O.C.R. ~
W
3
