Contact: Steven Bruce
The Abernathy MacGregor Group Inc.
212-371-5999
THOMAS RATTIGAN NAMES TEAM OF ADVISORS TO SUPPORT BID TO UNSEAT
RJR NABISCO BOARD OF DIRECTORS
NEW YORK, N.Y., FEBRUARY 3, 1997 -- Thomas Rattigan today named a
team of advisors, supporting the launch of his efforts to elect a
new board of directors at RJR Nabisco this spring.
The advisors are Donaldson Lufkin & Jenrette; Kaye, Scholer,
Fierman, Hays & Handler, LLP and Gordon Altman Butowsky Weitzen
Shalov & Wein will provide outside legal counsel; Georgeson &
Co., which will solicit proxies; and The Abernathy MacGregor
Group Inc., which will provide financial public relations and
investor relations counsel.
"As we prepare to file our proxy, it was important that we have a
first-class team of advisors to counsel us on the numerous issues
that will arise in our plan to unseat the RJR Board of
Directors," said Thomas Rattigan, who heads the slate of
independent directors being nominated to RJR's board.
"We are on schedule with every element of our solicitation plan.
We believe that the shareholders of RJR will find our approach to
accomplishing the long promised spin-off of Nabisco the most
likely to succeed in a timely manner. It will also unlock the
true value of RJR's underperforming stock," Mr. Rattigan
concluded.
Carl Icahn, RJR's largest individual shareholder said "I am very
pleased that Tom has put together this extremely competent
advisory team as well as an outstanding group of individual
directors to be nominated to RJR's board."
"Barnburner" turns into false alarm
Commenting on RJR's year-end earnings report and in contrast to
Philip Morris, Mr. Rattigan said, "Despite Mr. Goldstone's
prediction of a "barnburner," the market saw through his smoke
screen and declared it a false alarm. RJR's operating income has
been in a downward spiral dropping 4% in 1996 and over 23% since
1991. Philip Morris continues to dominate the cigarette unit
growth between the two companies and has realized almost 90% of
that growth since 1991 as RJR's competitive share continues to
erode versus Philip Morris.
"After his many years of association with RJR and in his second
year as CEO, Mr. Goldstone remains unable to reverse the
continuing erosion in RJR's operating income and a declining
share of market versus his primary competitor, " Mr. Rattigan
concluded.
Certain Additional Information
The participants in the solicitation of proxies are
Carl C. Icahn ("Icahn"), High River Limited Partnership ("High
River"), Riverdale LLC ("Riverdale"), Barberry Corp.,
("Barberry"), Meadow Walk Limited Partnership ("Meadow Walk"),
American Real Estate Holdings, L.P. ("AREH"), American Real
Estate Partners, L.P. ("AREP"), American Property Investors
("API"), Icahn & Co., Inc. ("Icahn & Co."), Thomas Rattigan
("Rattigan"), Dewitt Bowman ("Bowman"), Ivan Burns ("Burns"),
Seymour Fliegel ("Fliegel"), Paul Gibson ("Gibson"), Keith
Gollust ("Gollust"), Robert Lawler ("Lawler"), Carlos Resendez
("Resendez"), Robert Slater ("Later"), Jack Wasserman
("Wasserman"), Harold First ("First") and Miles Bender
("Bender").
High River is the direct beneficial owner of 13,
964,300 shares ("Shares") of RJR Nabisco Holdings Corp. ("RJR")
common stock. Riverdale is the indirect beneficial owner of 13,
964,300 Shares. Barberry is the direct beneficial owner of
140,000 Shares and the indirect beneficial owner of 2,703,800
Shares. Meadow Walk is the direct beneficial owner of 2,703,800
Shares. AREH is the direct beneficial owner of 3,121,700 Shares.
Both AREP and API are indirect beneficial owners of 3,121,700
Shares. Icahn & Co. is the record owner of 500 Shares. Burns
beneficially owns 1000 Shares. Fliegel beneficially owns 80
Shares. Wasserman beneficially owns 600 Shares. Rattigan
beneficially owns 1000 Shares.
Riverdale, the general partner of High River, is over
99 percent owned by Icahn. Barberry, the sole general partner of
Meadow Walk, is wholly owned by Icahn. American Property
Investors, the general partner of both AREH and AREP, is wholly
owned by Icahn. As such, Icahn may be deemed to be the indirect
beneficial owner of 19,929,800 Shares.
In connection with Rattigan's provision of consulting
services to High River regarding the proxy solicitation, he will
receive $333,333.33 per month for a period of six (6) months
commencing November 1, 1996, and additional compensation, should
he remain a consultant to High River after the expiration of six
months. In addition, High River has agreed to pay Bowman, Burns,
Fliegel, Gibson, Gollust, Lawler, Resendez, Slater and Wasserman
(the "Nominees") the sum of $25,000 for acting as Nominees. Such
Nominees will receive an additional $25,000 payment if not
elected to the Board of Directors of RJR. In addition, High
River has agreed to pay Bender and First (the "Alternate
Nominees") the sum of $10,000 for acting in the capacity of
Alternate Nominees, an additional $15,000 in the event that they
become Nominees as well as $25,000 if, as Nominees, they are not
elected to the Board of Directors of RJR.
