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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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)
Payment of Filing Fee (Check the appropriate box):
[ ] $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.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[x] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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RJR Nabisco logo News Release
______________________________________________________________
CONTACT: Carl Makovich
(212) 258-5785
RJR NABISCO RELEASES INSPECTORS PRELIMINARY REPORT
ON CONSENT SOLICITATION RESULTS
NEW YORK, NEW YORK--March 13, 1996--RJR Nabisco Holdings Corp. (NYSE:RN) today
announced that, pursuant to the procedures set forth in its by-laws, an
independent inspector of elections has reviewed the shareholder consents
submitted in the recent consent solicitation initiated by Brooke Group, and
prepared a preliminary report of the results.
The Company said that consents representing 142,237,880 votes
(50.58%) were delivered in favor of a non-binding proposal to immediately
spin-off Nabisco. Brooke Group's total vote included 3.6 million votes
obtained after the midnight, February 15, 1996 consent solicitation deadline
set by Brooke Group, based on copies of the Brooke consents delivered to RJR
Nabisco. RJR Nabisco noted that, without the consents obtained after the
deadline, Brooke Group's total vote would have fallen short of a majority of
the 281,237,617 total eligible votes.
The company said that, while it would review the consents counted by
the inspectors to verify the results, it currently had no plans to contest the
outcome of the vote.
Regarding the binding proposal to change the company's by-law on
calling special meetings of shareholders, consents representing 150,926,535
votes, or 53.67 percent, were delivered.
RJR Nabisco also issued the following statement:
"Regardless of the precise totals, it is clear that a large number of
our shareholders expressed support for goals to which the company and its
board are already committed: a spin-off of Nabisco and whatever other
responsible steps are possible to improve the performance of RJR Nabisco's
stock.
"The actions the board approved on March 5, 1996, including a 23
percent increase in the company's annual common dividend rate to $1.85 per
common share, and the adoption of a 10-million share repurchase objective and
$100-million repurchase authorization in 1996, are important steps to add
tangible value to our shareholders' investment immediately. These are not the
last steps, however.
"We want shareholders to know that implementing a spin-off of Nabisco
will remain a 'front-burner' issue for the company and we will continue to
find ways to put the company's cash flows to work for shareholders as we
realize our operating plans."
March 14, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: RJR Nabisco Holdings Corp. (File No. 1-10215)
Ladies and Gentlemen:
On behalf of RJR Nabisco Holdings Corp. ("RJR Nabisco"), the
filing of this news release by RJR Nabisco is being made in accordance with
Rule 14a-6 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), using the EDGAR system.
In accordance with Rule 14a-6 of the Exchange Act, there is no
filing fee required for materials filed under Rule 14a-11 of the Exchange Act.
If you have any questions or comments about the foregoing, please
call the undersigned at (212) 450-4837 or David W. Ferguson at (212) 450-4370.
Very truly yours,
/s/ William B. Kuesel
William B. Kuesel
cc: New York Stock Exchange
R.J. Reynolds Tobacco Company Logo
Reynolds Building
4th & Main Street
Winston-Salem, NC 37102
Contact: Maura Ellis or Peggy Carter RJRT 96-04
910-741-6996 910-741-7674 March 13, 1996
R.J. REYNOLDS TOBACCO CO. RESPONDS TO NEWS COVERAGE
OF MARCH 13, 1996
WINSTON-SALEM, N.C. -- We remain confident we will prevail in all
pending tobacco litigation. We remain equally confident that the Food and
Drug Administration does not have jurisdiction over tobacco. We have no
intention of settling any of these claims. Although we do not have all the
facts yet and have not reviewed LeBow's proposed settlement with plaintiffs'
attorneys, we suspect it's an irresponsible and reckless ploy to influence RJR
Nabisco shareholders in the proxy contest.
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