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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:
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[ ] Definitive Proxy Statement
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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)
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.
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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:
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RJR NABISCO News Release
RJR NABISCO SHAREHOLDERS:
LOOK WHAT BENNETT LeBOW HAS DONE
FOR YOU LATELY
Last Tuesday, Bennett LeBow announced his latest reckless ploy to gain
control of RJR Nabisco.
By close of business Friday, the market value of RJR Nabisco and other
tobacco-related stocks had fallen by almost $7 billion.
Here's what the experts had to say:
"Bennett LeBow is going to look after his own interests to the absolute
exception of everything else, including his shareholders and employees."
- Tom Hoens, Fitch Investors Service, Bloomberg
He's trying to do the best for himself, with morals aside."
- Stephen Yacktman, Yacktman Asset Management,
Bloomberg
"He will be perceived as willing to trade away a percentage of RJR's profits
and destroy the (tobacco) industry's decades of take-no-prisoners litigation
approach for his personal gain."
- Diana Temple, Solomon Brothers, Dow Jones News
Service*
"The underlying concerns that most shareholders have of self-dealing of
Bennett LeBow and his board don't magically disappear."
- David Adelman, Dean Witter, Reuters
"This has nothing to do with tobacco litigation. It is pure and simply a
ploy by Mr. LeBow."
- Arthur Cecil, T. Towe Price, USA Today
"I think he will do whatever he can think of to overturn the current
management and try to take control of RJR. But in so doing, he is
putting at risk a perfect litigation record."
- David Kolpak, Society Asset Management,
The Washington Post
RJR Nabisco shareholders: Vote your proxy
for the RJR Nabisco board today.
You can't afford not to.
RJR Nabisco logo
Vote your WHITE proxy today. If you have any questions or need assistance in
voting your WHITE proxy, please call:
MACKENZIE
PARTNERS, INC. D.F. KING & CO., INC.
Toll-Free 800-322-2885 Toll-Free 800-290-6430
No permission has been sought or received to quote from, or
refer to, published materials cited in this advertisement.
* The Dow Jones News Service[Registered] is a registered trademark
of Dow Jones & Company, Inc.
