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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 logo]
To All RJR Nabisco Shareholders:
SPIN OFF NABISCO?
YOU BET.
But at the right time, when it's in your interest.
Your Board of Directors is already committed to a spin-off of the Nabisco food
business as soon as it can be accomplished in a manner that is consistent with
the company's commitments and does not jeopardize the financial interests of
shareholders.
Contrary to what Bennett LeBow and Carl Icahn are telling you, the RJR Nabisco
board already knows you support a spin-off of Nabisco.
o We are already unanimously committed to a spin-off when it will
benefit all shareholders;
o We have taken a number of steps over the past year to make a
spin-off possible at the right time;
o We are in a better position to make a successful spin-off
happen at the right time for you than are Bennett LeBow and
Carl Icahn.
We retained the best legal, tax and financial advisors available to help us
determine how to successfully accomplish a spin-off.
o We concluded that an "immediate" spin-off as advocated by Lebow
and Icahn would undermine - not increase - your share value.
o We've done what you would expect your directors to do - decide
what action is in the best interests of our shareholders, using
the best advice available to us. That means a spin-off, but
when it won't jeopardize our investment in RJR Nabisco.
o If we could make an immediate spin-off happen based simply on
what we'd like to do, it would already be completed.
In blatantly misleading advertising and letters, LeBow and Icahn have claimed
we don't care about shareholders.
o They couldn't be more wrong. We've been listening to our
shareholders. We want a spin-off as much as you do.
o It's in your best interest, however, for the company to move
forward building on its strategies without further distraction
from these two financiers who are placing their personal agendas
above the interests of the rest of our shareholders.
We're fully committed to spinning off Nabisco at the right time, when it's in
your interest.
/s/ Charles M. Harper /s/ Steven F. Goldstone
Charles M. Harper Steven F. Goldstone
Chairman President & Chief Executive Officer
RJR Nabisco's Board of Directors strongly urges 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.
If you have previously returned a blue consent card to the LeBow/Icahn group,
you have every right to change your mind and revoke your consent by signing,
dating and returning the YELLOW revocation of consent card using the
postage-paid envelope sent to you by RJR Nabisco.
If you have any questions or need assistance completing the YELLOW card,
please call:
MacKenzie Partners, Inc. D.F. King & Co., Inc.
At Toll Free At Toll Free
1-800-322-8552 1-800-290-6430
RJR
NABISCO logo
As appeared in The Wall Street Journal and The New York
Times on February 1, 1996.
