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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]
Huntley R. Whitacre
Senior Vice President
Investor Relations
[Date], 1996
[Name]
[Address]
Dear [Name]:
Enclosed is material on the LeBow/Icahn consent solicitation that
should be helpful to you in understanding the issues involved.
This material discusses -- among other things -- why there are
significant litigation and company commitment issues in spinning
Nabisco off right now; why we are committed to a spin-off of Nabisco at
the right time; what the analysts are saying about the issues of
spinning and the values created; and our insights into Messrs.
LeBow and Icahn's motivations for the solicitation.
Please do not hesitate to call me at (212) 258-5777 with questions
or comments. Many thanks for your attention and consideration.
Sincerely,
/s/ Huntley R. Whitacre
encl.
RJR Nabisco, Inc.
1301 Avenue of the Americas
New York, New York 10019-6013
(212) 258-5777
FAX (212)969-9178
