Merger Election Letter from R.J. Reynolds Tobacco Holdings, Inc. to Nabisco Group Holdings Corp. (October 19, 2000)

Summary

R.J. Reynolds Tobacco Holdings, Inc. sent this letter to Nabisco Group Holdings Corp. to formally elect, under the terms of their June 25, 2000 Agreement and Plan of Merger, that Nabisco Group Holdings Corp. will be merged with and into RJR Acquisition Corp. at the effective time. This letter serves as official notice of the merger structure chosen by R.J. Reynolds, as required by the merger agreement.

EX-2.2 3 g64967ex2-2.txt LETTER DATED 10-19-2000 1 EXHIBIT 2.2 October 19, 2000 Nabisco Group Holdings Corp. 7 Campus Drive Parsippany, NJ 07054 Attention: James A. Kirkman III Dear Jim: Pursuant to Section 2.01(d) of the Agreement and Plan of Merger dated as of June 25, 2000, among Nabisco Group Holdings Corp. (the "Company"), R.J. Reynolds Tobacco Holdings, Inc. ("Parent") and RJR Acquisition Corp. ("Merger Subsidiary"), Parent hereby elects that the Company be merged with and into Merger Subsidiary at the Effective Time. Sincerely, R.J. REYNOLDS TOBACCO HOLDINGS, INC. By /s/ McDara P. Folan III ---------------------------------- McDara P. Folan III cc: William Rosoff Joy Sayour Jere Thomson