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RJR Nabisco Holdings Corp.
(Name of Registrant as Specified In Its Charter)
RJR Nabisco Holdings Corp.
(Name of Person(s) Filing Proxy Statement)
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RJR NABISCO News Release
CONTACT: Carol Makovich
(212) 258-5785
RJR NABISCO SAYS LEBOW/ICAHN PROPOSAL A PLOY TO GAIN
CONTROL WITHOUT PAYING SHAREHOLDERS "ONE DIME"
----------------------------------------------------
NEW YORK, Nov. 20, 1995 - RJR Nabisco Holdings Corp. today said it believes
that financiers Bennett LeBow and Carl Icahn will not, in fact, separate
the company's food and tobacco businesses immediately, as the two men are
promising RJR Nabisco shareholders.
"They'd be presented with the same legal and financial analysis the
company's board has reviewed. They'd learn a few things we already know and
conclude an immediate split isn't in the cards. By then, however, they would
have control and be in a position to get hold of the company's assets," said
Steven F. Goldstone, RJR Nabisco's president.
The company questioned whether the slate of candidates submitted by
financiers Bennett LeBow and Carl Icahn would be able to meet its legal and
ethical obligation to protect the interests of all shareholders if elected to
RJR Nabisco's board of directors.
"The issue is not who is on the LeBow/Icahn slate of director
candidates or their professional credentials," said Mr. Goldstone. "The
issue is who hand picked the candidates and who will control them -- and
that's Bennett LeBow and Carl Icahn.
RJR Nabisco noted that the LeBow/Icahn group has unsuccessfully
tried to recruit a number of the company's former executives as well as
former executives from other tobacco companies.
"Any slate of candidates willing to commit to forcing an immediate
split of RJR Nabisco, regardless of the independent legal and financial
advice given the company and its board, is prepared to act in a manner that
can damage our company's shareholders," Mr. Goldstone said. "We believe
our shareholders will not support a slate of candidates that would result
in Bennett LeBow and Carl Icahn taking control of RJR Nabisco."
The company noted that Mr. LeBow has made a series of public
statements claiming he has no interest in taking control of RJR Nabisco,
but by hand-picking a slate of candidates for election to the board,
Messrs. LeBow and Icahn are, in fact, breaking Mr. LeBow's word.
"We believes our shareholders will look very carefully at the
potential consequences of giving these two men unfettered access to RJR
Nabisco's assets and will conclude that doing so is definitely not in their
interest, Mr. Goldstone said."
RJR Nabisco said it would advise its shareholders to evaluate how
board candidates hand-picked by Bennett LeBow and Carl Icahn would answer the
following questions:
bullet Are the candidates prepared to ignore the conclusions reached
by the current board, on the advice of well respected and
independent legal and financial counsel, against an immediate
spin-off its food business because it would endanger the
interests of shareholders?
bullet Are the candidates prepared to break the commitments made by
the company and its board to the credit rating agencies and,
implicitly, to the purchasers of its securities since the
beginning of 1995 that it will not pursue a spin-off
transaction until the end of 1996 at the earliest and 1998
if a split will damage the companies credit standing?
bullet Do the candidates understand that distributing Nabisco stock to
RJR Nabisco shareholders immediately could expose those
shareholders - and not just the company - to a tangle of
litigation that could go on for years?
"We do not believe that any responsible director candidates could
answer these questions differently than our board members have," Mr. Goldstone
said. "That means Messrs. LeBow and Icahn won't do a spin-off, but want to
get control of the company without giving the shareholders one dime."
CERTAIN ADDITIONAL INFORMATION: RJR Nabisco Holdings Corp. will be
soliciting revocations of consents to the proposals of Brooke Group, Ltd.
The following individuals may be deemed to be participants in the
solicitation of revocations of consents by RJR Nabisco Holdings Corp.: RJR
Nabisco Holdings Corp., John T. Chain, Jr., Julius L. Chambers, John L.
Clendenin, Steven F. Goldstone, H. John Greeniaus, Ray J. Groves,
Charles M. Harper, James W. Johnston, John G. Medlin, Jr., Robert S.
Roath, Rozanne L. Ridgway and Huntley R. Whitacre. As of October 31,
1995, Mr. Chain is the beneficial owner of 8,393 shares of the company's
common stock; Mr. Chambers is the beneficial owner of 6,393 shares of the
company's common stock; Mr. Clendenin is the beneficial owner of 6,846
shares of the company's common stock; Mr. Greeniaus is the beneficial
owner of 126,308 shares of the company's common stock; Mr. Groves is the
beneficial owner of 7,000 shares of the company's common stock; Mr.
Harper is the beneficial owner of shares 524,882 of the company's common
stock; Mr. Johnston is the beneficial owner of 114,381 shares of the
company's common stock; Mr. Medlin is the beneficial owner of 7,259
shares of the company's common stock; Mr. Roath is the beneficial owner
of 44,205 shares of the company's common stock; Ms. Ridgway is the
beneficial owner of 6,393 shares of the company's common stock; and Mr.
Whitacre is the beneficial owner of 27,891 shares of the company's common
stock.
