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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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240.14a-12
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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[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
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14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(5) Total fee paid:
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[ ] Check box if any part of the fee is offset as provided by Exchange
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[RJR Nabisco Logo]
February 2, 1996
Dear Colleagues:
By now, if you hold shares of RJR Nabisco stock in our Capital
Investment or Savings Plans, you have probably received materials from Bennett
LeBow, Carl Icahn and the Brooke Group and also from RJR Nabisco in separate
mailings through Wachovia Bank.
These materials relate to the solicitation of consents for a
proposal suggesting an immediate spin-off of Nabisco, which our company's
board believes would undermine - not enhance - the interests of the company
and its shareholders, and on changes to our by-laws, which we believe would
facilitate a minority group of shareholders' attempt to gain control of our
company.
We advise you NOT to sign or return any of the BLUE consent
cards sent to you by the LeBow/Icahn group or its agents, including Brooke
Group.
We ask that you sign, date and return the YELLOW revocation of
consent card, using the enclosed postage-paid envelope. If you have any
questions or need assistance in completing the YELLOW revocation of consent
card, please call our solicitors: MacKenzie Partners, Inc., toll free, at
1-800-322-2885 or D.F. King & Co., Inc., toll free, at
1-800-290-6430.
Sincerely,
/s/ Charles Blixt
___________________________
Charles Blixt
Senior Vice President and
General Counsel
February 2, 1996
Dear Colleagues:
By now, if you hold shares of RJR Nabisco stock in our Capital
Investment or Savings Plans, you have probably received materials from Bennett
LeBow, Carl Icahn and the Brooke Group and also from RJR Nabisco in separate
mailings through Wachovia Bank.
These materials relate to the solicitation of consents for a
proposal suggesting an immediate spin-off of Nabisco, which our company's
board believes would undermine - not enhance - the interests of the company
and its shareholders, and on changes to our by-laws, which we believe would
facilitate a minority group of shareholders' attempt to gain control of our
company.
We advise you NOT to sign or return any of the BLUE consent
cards sent to you by the LeBow/Icahn group or its agents, including Brooke
Group.
We ask that you sign, date and return the YELLOW revocation of
consent card, using the enclosed postage-paid envelope. If you have any
questions or need assistance in completing the YELLOW revocation of consent
card, please call our solicitors: MacKenzie Partners, Inc., toll free, at
1-800-322-2885 or D.F. King & Co., Inc., toll free, at
1-800-290-6430.
Sincerely,
/s/ John Manfredi
------------------------
John Manfredi
Senior Vice President
