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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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of the Securities Exchange Act of 1934
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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
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RJR Nabisco logo News Release
CONTACT: Carl Makovich
(212) 258-5785
RJR NABISCO RELEASES LETTER TO SHAREHOLDERS
NEW YORK, NEW YORK--March 6, 1996--RJR Nabisco (NYSE: RN) said that the
company is mailing the following letter to its shareholders today, accompanied
by the proxy materials for the company's annual meeting.
March 6, 1996
Dear Fellow Shareholder:
Enclosed is your copy of RJR Nabisco's proxy materials, which
includes important information concerning the company's annual meeting of
shareholders on April 17, 1996.
As you know, a group controlled by corporate raiders Bennett LeBow
and Carl Icahn has nominated an alternate slate of directors to replace your
company's board and give the LeBow/Icahn group control of RJR Nabisco. We do
not believe that electing the LeBow/Icahn slate of directors is in your
interest. There are a number of well-known companies where LeBow or Icahn
gained control only to bankrupt them, use corporate assets for their personal
gain or take other actions that benefited themselves but not other
shareholders.
This year's annual meeting vote requires you to make an important
choice: between a board slate that was hand-picked by Bennett LeBow and Carl
Icahn, whose careers are marked by self-dealing transactions (LeBow),
greenmailing activities (Icahn), and self-enrichment (both), or your current
board of directors, a board committed to maximizing value for all shareholders
and to managing RJR Nabisco responsibly, for your benefit. We strongly urge
you NOT to sign or return the BLUE proxy cards sent to you by the LeBow/Icahn
group or its agents, including Brooke Group.
The company has finally gotten out from under billions of dollars of
debt from the leveraged buy-out in 1989 and is focused on delivering the solid
operating and financial performances which are essential to improving the
company's share price. The board has adopted a policy to return increased
levels of RJR Nabisco's free cash flows to shareholders. This policy will
result in two immediate actions:
o A 23 percent increase in the company's annual common dividend, to $1.85
per common share from $1.50 per common share ($.4625 per common share from
$.375 per common share on a quarterly basis, effective as of the April 1,
1996 dividend payment). The increase in the dividend rate is equivalent to
the amount of dividend income the company currently receives from its 80.5
percent interest in Nabisco Holdings Corp. We believe this approach is the
responsible means of allowing shareholders to participate in the dividend
income the company receives from Nabisco until we can achieve a spin-off.
o The adoption of a share repurchase objective of approximately 10 million
common shares over the next several years based on the achievement of
performance targets, and the authorization by the board for the company to
repurchase up to $100 million of stock in 1996. The board intends to
regularly review repurchases to determine appropriate additional activity,
based on improving cash flows.
We took these actions because we recognize the tremendous earnings
potential our company has that can be put to work immediately for
shareholders. In recent months, we've met with and heard from many of our
shareholders, large and small. Many told us they took the opportunity to vote
in the recent consent solicitation to tell RJR Nabisco in no uncertain terms
to take immediate action to improve the performance of their investment,
including finding a responsible way to spin off Nabisco as soon as we can.
The dividend and share repurchase actions mark an important step in
our effort to add value to your investment in RJR Nabisco but we want you to
know that this is not the last step. Your board of directors is committed to
spinning off Nabisco as soon as we believe that it can be done successfully.
A spin-off remains a 'front-burner' issue for RJR Nabisco. Overall, we
believe these actions allow us to be responsive to our shareholders' needs
while managing the company in a responsible manner.
Over the past 18 months, RJR Nabisco has evolved from a company
controlled by one leveraged buy-out investment group to a company with
broad common stock ownership. The board recently voted to form a new
corporate governance and nominating committee to provide a formal means to
determine what additional steps are necessary to complete the company's
transition as well as to step up efforts to recruit additional outstanding
outside directors.
The new committee assumes responsibility for recruiting and
nominating new directors, reviewing corporate governance issues, and, in
coordination with the company's compensation committee, recommending changes
to director compensation and incentives. Only outside directors of the
company will be members of the committee, which will be chaired by Ambassador
Rozanne Ridgway, co-chair of the Atlantic Council of the United States.
The steps the board is taking to add immediate value to your
investment, along with the progress the company is making in its operating
performance, underscore our commitment to managing RJR Nabisco for the benefit
of all shareholders. We also are firmly committed to a Nabisco spin-off as
soon as it can be done responsibly.
We do not believe that a board hand-picked by Bennett LeBow and Carl
Icahn will represent your interests versus their personal financial interests.
LeBow and Icahn have well-publicized records of imposing self-serving policies
that enrich them but leave other shareholders out in the cold.
We strongly urge you to vote for the company's current board at the
annual meeting and to vote on the other proposals in the manner recommended by
your board of directors. We ask you to sign, date and return the accompanying
WHITE card, using the enclosed postage-paid envelope, indicating your support
of the company's board and management. If you have any questions or need
assistance in completing the enclosed WHITE 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.
On Behalf of your Board of Directors,
Charles M. Harper Steven F. Goldstone
Chairman President and
Chief Executive Officer
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