SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
RJR NABISCO HOLDINGS CORP.
(Name of Registrant as Specified in Charter)
HIGH RIVER LIMITED PARTNERSHIP
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)
Payment of Filing Fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule
14a-6(i)(1) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION
1999 ANNUAL MEETING OF STOCKHOLDERS
OF
RJR NABISCO HOLDINGS CORP.
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PROXY STATEMENT
OF
HIGH RIVER LIMITED PARTNERSHIP
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To Our Fellow RJR Nabisco Stockholders:
This Proxy Statement and the accompanying BLUE proxy card are
being furnished to stockholders ("Stockholders") of RJR Nabisco Holdings Corp.
("RJR Nabisco" or the "Company") in connection with the solicitation of proxies
by High River Limited Partnership ("High River"), a Delaware limited partnership
controlled by Carl C. Icahn, to be used at the 1999 Annual Meeting (the "Annual
Meeting"), of Stockholders of RJR Nabisco which is scheduled to be held at 9:00
a.m. local time on Wednesday, May 12, 1999 at The M.C. Benton, Jr. Convention &
Civic Center, 301 West Fifth Street, Winston-Salem, North Carolina 27102, and at
any adjournments, postponements or reschedules thereof. This Proxy Statement and
the BLUE proxy card are first being furnished to Stockholders on or about April
__, 1999.
At the Annual Meeting, High River will seek to elect to the
Board of Directors of RJR Nabisco, Mr. Icahn and a slate of eight (8) other
nominees named below under "Election of Directors". Each of the nominees (each a
"Nominee" and, collectively, the "Nominees") have been selected by Mr. Icahn.
As you are probably aware, on March 9, 1999, RJR Nabisco
announced that it was selling its international tobacco business and that it
planned to spinoff its domestic tobacco business. We believe that it is in the
best interest of all of the Stockholders for RJR Nabisco to immediately spinoff
to Stockholders the remaining 80.5% of Nabisco Holdings Corp. ("Nabisco) held by
RJR Nabisco as promptly as possible, rather than spinoff the domestic tobacco
business. Moreover, we have received a report from the law firm of Stroock &
Stroock & Lavan advising us that they believe that, based upon the current
status of the law and what RJR Nabisco has disclosed in its litigation papers
and filings with the Securities and Exchange Commission, the proposed spinoff of
Nabisco would not constitute a fraudulent conveyance by RJR Nabisco with regard
to any plaintiffs in the tobacco litigations or any other creditors of RJR
Nabisco, and that current plaintiffs in the tobacco litigations in which RJR
Nabisco is involved would not be able to make the showings required for
injunctive relief to block the spinoff of Nabisco (see "Background of
Solicitation -- Report of Stroock & Stroock & Lavan LLP"). Stroock & Stroock &
Lavan has further advised Mr. Icahn
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and High River that, based upon their report, they are prepared to provide RJR
Nabisco and its current or future Board of Directors with a legal opinion,
subject to the qualifications and the assumptions contained in such report, that
a spinoff of Nabisco would not constitute a fraudulent conveyance by RJR
Nabisco. ACCORDINGLY, WE ARE SOLICITING PROXIES IN FAVOR OF ELECTING A SLATE OF
DIRECTORS COMMITTED TO EFFECTUATING THE PROMPT SPINOFF OF NABISCO TO
STOCKHOLDERS.
If elected, the Nominees are committed to effectuating the
prompt spinoff of Nabisco to Stockholders. Obviously, upon their election, the
Nominees will exercise their fiduciary duty under the Delaware General
Corporation Law to the Stockholders and only take actions which they believe to
be in the Stockholders' best interest. In this regard, it should be noted that,
it is possible that, upon their election as directors, the Nominees could gain
access to and receive additional information which could cause them, in the
exercise of their fiduciary duty, to change their current view on the spinoff of
Nabisco. At this time, however, the Nominees are not aware of, and RJR Nabisco
has not released, any such information. Accordingly, the Nominees have no reason
to believe that there is currently any impediment to a prompt spinoff of
Nabisco.
Like RJR Nabisco's current proposal to spinoff the domestic
tobacco business, our proposal to spinoff Nabisco does not require, and is not
expected to be subject to, a prior vote by the Stockholders. Since RJR Nabisco's
current proposal to spinoff the domestic tobacco business is not expected to be
subject to a prior vote by Stockholders, a vote for the Nominees may provide you
with your last opportunity to vote your desire to have your company spinoff
Nabisco.
Mr. Icahn, High River and the other participants in this proxy
solicitation have no interest in RJR Nabisco other than as stockholders. In
calling for a spinoff of Nabisco, they have the same interests as other
Stockholders, to increase the value of their investment in RJR Nabisco.
The Nominees believe that, among other things, the spinoff of
Nabisco would make Nabisco a far more attractive company. In addition to their
commitment to effectuate the spinoff of Nabisco to Stockholders promptly, once
elected, the Nominees' stated objective for RJR Nabisco is to in consultation
with representatives of the executive branch of government, plaintiffs' attorney
groups, members of Congress and representatives of the other tobacco companies,
seek to develop and implement an industry-wide legislative resolution of current
and future tobacco litigation claims. The Nominees have no current plans to
change the existing management or operations of Nabisco.
THE NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTEREST OF
THE STOCKHOLDERS. WE BELIEVE THAT YOUR VOICE IN THE FUTURE OF RJR NABISCO CAN
BEST BE EXPRESSED THROUGH THE ELECTION OF THE NOMINEES. ACCORDINGLY, WE URGE YOU
TO VOTE YOUR BLUE PROXY CARD FOR THE NOMINEES WHO ARE COMMITTED TO THE PROMPT
SPINOFF OF NABISCO.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM,
BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT
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CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE ON YOUR BEHALF THE BLUE PROXY CARD AS SOON AS POSSIBLE.
IMPORTANT
The election of the Nominees requires the affirmative vote of
a plurality of the votes cast, assuming a quorum is present or otherwise
represented at the Annual Meeting. As a result, your vote is extremely important
in deciding the future of the Company. We urge you to mark, sign, date and
return the enclosed BLUE proxy card to vote FOR the election of the Nominees.
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY RJR
NABISCO. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A
LATER-DATED BLUE PROXY CARD IN THE ENCLOSED POSTAGE- PREPAID ENVELOPE, OR BY
VOTING IN PERSON AT THE ANNUAL MEETING. SEE "VOTING PROCEDURES" AND "PROXY
PROCEDURES" BELOW.
Only holders of record of RJR Nabisco's voting securities as
of the close of business on March 22, 1999 (the "Record Date") are entitled to
notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. According to the proxy statement of RJR Nabisco filed
with the Securities and Exchange Commission ("RJR Nabisco's Proxy Statement"),
as of the Record Date, there were 325,287,748 shares of common stock, par value
$.01 per share (the "Common Stock"), and 12,573,098 shares of ESOP Convertible
Preferred Stock, par value $.01 per share and stated value of $16 per share
("ESOP Preferred Stock") outstanding . The Common Stock and the ESOP Preferred
Stock vote as a single class on all matters properly brought before the Annual
Meeting. Stockholders of record at the close of business on the Record Date will
be entitled to one vote at the Annual Meeting for each share of Common Stock,
and one-fifth (1/5) of a vote at the Annual Meeting for each share of ESOP
Preferred Stock, of RJR Nabisco, held on the Record Date.
As of the Record Date, High River and its affiliates
beneficially owned an aggregate of 25,725,700 shares of Common Stock,
representing approximately 7.9% of the outstanding shares of Common Stock. High
River and its affiliates intend to vote such shares FOR the election of the
Nominees.
VOTE FOR THE NOMINEES BY RETURNING YOUR COMPLETED BLUE
PROXY TODAY.
BACKGROUND OF THE PROXY SOLICITATION
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In opposition to the current board of directors of RJR, High
River is seeking to solicit the proxies of Stockholders to be used to elect the
Nominees as Directors of RJR Nabisco at the 1999 Annual Meeting. The Nominees,
if elected, intend to effectuate a prompt spinoff of Nabisco from RJR Nabisco.
Although in preliminary proxy material previously filed by High River with the
Securities and Exchange Commission, it was stated that the Nominees were also
committed to having R.J. Reynolds Tobacco Company retain the proceeds from the
pending sale of the international tobacco business for general corporate
purposes and not to prepay existing debt not required to be prepaid, RJR Nabisco
has recently commenced a tender offer for much of its currently outstanding
indebtedness. Accordingly, by the time the Nominees are elected, much of RJR
Nabisco's indebtedness will already have been prepaid. Thus, the Nominees have
and will continue to focus their attention on the proposed spinoff of Nabisco.
The Nominees have no current plans to change the existing management or
operations of Nabisco. Each of the Nominees has consented, if so elected, to
serve as a director and are fully committed, if elected, to take such action as
they deem advisable and in the best interest of the Stockholders and which they
believe will maximize Stockholder values and improve RJR Nabisco's future
viability and growth.
Participants in Solicitation of Proxies
In addition to the Nominees: Messrs: Becker, First, Fleigel,
Glass, Hirsch, Icahn, Mitchell, Pardo and Wasserman, the participants (the
"Participants") in the solicitation of proxies are High River, Riverdale LLC
(ARiverdale@), Barberry Corp. (ABarberry@), Meadow Walk Limited Partnership
(AMeadow Walk@), American Real Estate Holdings, L.P. (AAREH@), American Real
Estate Partners, L.P. (AAREP@), American Property Investors (AAPI@), Beckton
Corp. (ABeckton@), and Icahn & Co., Inc. (AIcahn & Co.@), all of which entities
are affiliates of Mr. Icahn.
High River is a Delaware limited partnership, principally
engaged in the business of investing in securities. High River's general partner
is Riverdale LLC, a New York limited liability company. Riverdale is primarily
engaged in the business of acting as a general partner of High River. Through
their direct or indirect ownership by Mr. Icahn, the following entities which
also own shares of Common Stock may also be deemed to be affiliates of High
River: (i) Meadow Walk, a Delaware limited partnership, which is primarily
engaged in the business of investing in securities; (ii) Barberry, a Delaware
corporation, which is primarily engaged in the business of investing in
securities and acting as general partner of Meadow Walk; (iii) AREP, a Delaware
limited partnership, which is primarily engaged in the business of acquiring and
managing real estate through AREH, a Delaware limited partnership, its operating
subsidiary; (iv) AREH, which is primarily engaged in the business of acquiring
and managing real estate; (v)API, a Delaware corporation, which is primarily
engaged in the business of acting as general partner of AREP, AREH and other
limited partnership(s); and (vi) Beckton, a Delaware corporation, which is
primarily engaged in the business of holding the outstanding securities of API .
The principal business address of each of High River, Riverdale, Meadow Walk,
Barberry, AREP, AREH, API and Beckton is 100 South Bedford Road, Mount Kisco,
New York 10549.
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Mr. Icahn's present principal occupation is acting as a
Director of Starfire Holding Corporation, a Delaware corporation ("Starfire"),
and as the Chairman of the Board and Director of various of Starfire's
subsidiaries. Mr. Icahn's principal business address is c/o Icahn Associates
Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. Through his
control of High River and its affiliates, Carl C. Icahn may be deemed to be the
largest individual holder of the Common Stock of RJR Nabisco. During the past
four years, Mr. Icahn has been a strong proponent of the prompt spinoff of
Nabisco from RJR Nabisco to its Stockholders. None of Mr. Icahn, High River or
their affiliates have any connection to the tobacco industry other than as
shareholders of RJR Nabisco.
High River is the direct beneficial owner of 18,020,800 shares
of Common Stock. Riverdale is the indirect beneficial owner of 18,020,800 shares
of Common Stock. Barberry is the indirect beneficial owner of 1,256,700 shares
of Common Stock. Meadow Walk is the direct beneficial owner 1,256,700 shares of
Common Stock. AREH is the direct beneficial owner of 6,448,200 shares of Common
Stock. Each of AREP, API and Beckton are indirect beneficial owners of 6,448,200
shares of Common Stock.
Riverdale, the general partner of High River, is over 99
percent owned by Mr. Icahn. Barberry, the sole general partner of Meadow Walk,
is wholly owned by Mr. Icahn. API, the general partner of both AREH and AREP, is
wholly owned by Beckton, which is wholly owned by Mr. Icahn. As such, Mr. Icahn
may be deemed to be the indirect beneficial owner of 25,725,700 Shares, which
represents approximately 7.9% of outstanding Shares.
The purchase of the 25,725,700 shares of Common Stock was made
with working capital of High River, Mr. Icahn and their affiliates and pursuant
to margin accounts in the regular course of business. The amount of funds held
in margin accounts containing Common Stock, as of April 8, 1999, was
$155,142,949.
All transactions in the securities of RJR Nabisco effected
within the past 2 years by High River and its affiliates are contained in
Appendix I attached hereto.
Report of Stroock & Stroock & Lavan LLP
On April 9, 1999, High River received a report, which it had
commissioned, from the law firm of Stroock & Stroock & Lavan LLP entitled "The
Nabisco Spinoff: Civil Liability and the Tobacco Industry." A copy of this
report was filed with the Securities and Exchange Commission on April 12, 1999
and therefore is publicly available. Other than this report, neither High River
nor Mr. Icahn has obtained any other reports regarding the proposed spinoff of
Nabisco. While the report has been referred to in previous filings as a legal
opinion, it is in fact a detailed legal analysis and not a legal opinion.
Stroock & Stroock & Lavan were retained by High River to prepare the report in
February 1999. Prior to that time, Stroock & Stroock & Lavan had not represented
Mr. Icahn, High River or any of their affiliates.
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The report analyzed the possibility that creditors of R.J. Reynolds
Tobacco Company ("Reynolds"), a wholly-owned subsidiary of RJR Nabisco, Inc.,
which is wholly owned by RJR Nabisco, could enjoin RJR Nabisco from spinning off
its interest in Nabisco. As part of this analysis, the report examined a closely
related issue, whether plaintiffs in tobacco litigations could impose upon RJR
Nabisco the tobacco liabilities of Reynolds.
The report stated that in order to obtain an injunction to prevent a
spinoff of Nabisco, a plaintiff would have to demonstrate that there would be
"irreparable harm" to the plaintiff if Nabisco were spun off. In order to prove
irreparable harm, the plaintiff would have to prove that RJR Nabisco would be
rendered insolvent by the spinoff of Nabisco. The report concludes that even if
claims brought over the next 25 years succeed at the high end of Stroock's
estimates, there would still be over $200 billion in profit to satisfy
individual claims, and that thus, any allegation of insolvency and thereby
"irreparable harm" would fail. The report further states that even if tobacco
plaintiffs could convince a court of the insolvency argument, they still must
prove that the spinoff of Nabisco is a fraudulent conveyance. The report
concludes that spinning off Nabisco would not constitute a fraudulent conveyance
because: (i) RJR Nabisco is not liable as a tobacco tortfeasor for tobacco-
related claims; (ii) there is no basis to pierce the corporate veil between
Reynolds and RJR Nabisco; and (iii) Reynolds was not insolvent in the past when
it up-streamed capital. Thus, the report concluded that an injunction preventing
the spinoff of Nabisco would not be granted.
Of course, there can be no assurances that, despite the view
expressed in the Stroock report, tobacco plaintiffs would not be successful in
obtaining an injunction against the spinoff of Nabisco or that such a spinoff
could be deemed to constitute a fraudulent conveyance. However, Stroock &
Stroock & Lavan has advised Mr. Icahn and High River that it is prepared to
provide RJR Nabisco and its current or future Board with a legal opinion
regarding the conclusions contained in the above referenced report. Such opinion
is expected to be based upon the report in its entirety, including the
qualification and assumptions contained therein. In the event that the Nominees
are elected, RJR Nabisco would be expected to bear to cost of the preparation of
such opinion. High River intends to request to be reimbursed for the costs and
expenses previously incurred by it (approximately $650,000) in connection with
the preparation of Stroock's report in the event that the Nominees are elected
or if Stroock & Stroock & Lavan otherwise provides the opinion to RJR Nabisco's
Board.
Analysis of Nabisco Spinoff
Neither High River nor Mr. Icahn has prepared or engaged anyone to
prepare a pro forma financial analysis of RJR Nabisco providing for the spinoff
of Nabisco. Rather, High River and Mr. Icahn have relied on (i) their perception
that removing the taint of the tobacco litigation from Nabisco will cause the
value of Nabisco to be increased, and (ii) the mathematical calculations set
forth below.
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Of course, there can be no assurances that such perception is correct or how
Nabisco will be valued upon being spun off.
High River and Mr. Icahn have calculated the RJR Nabisco share of
Nabisco's market capitalization at approximately $28 per Share by multiplying
the market capitalization for Nabisco (approximately $11.3 billion) by RJR
Nabisco Holdings Corp.'s interest (80.5%) and dividing that number
(approximately 9.1 billion) by the number of outstanding shares of RJR
(325,018,348 as listed on RJR's Form 10-K for the year ended 12/31/98). High
River believes its perception regarding the taint of the tobacco litigation is
correct since Shares are currently trading at approximately $25-26 per share and
the $28 per share value stated above only refers to the value of Nabisco and
does not include the value of the domestic tobacco business.
Past Involvement in Solicitations
In December, 1995, the Brooke Group, Ltd., a Delaware
corporation ("Brooke"), commenced a solicitation of written consents to adopt
advisory, non-binding resolutions, without a stockholders' meeting, to (i)
spinoff Nabisco, and (ii) to amend the bylaws of RJR Nabisco to restore certain
provisions of the bylaws which had previously been amended. In October, 1995,
High River (which owned 8,013,000 Shares at the time) entered into an agreement
("Brooke Agreement") with Brooke pursuant to which High River agreed to grant a
written consent with regard to such proposals, and a proxy with respect to all
of its shares in the event that the Brooke sought to replace the incumbent board
at the 1996 annual meeting of shareholders with a slate committed to effecting a
spinoff of Nabisco. Both resolutions were approved by the stockholders of RJR
Nabisco but neither was implemented by RJR Nabisco.
In March, 1996, Brooke commenced a proxy solicitation in order
to elect a slate of its nominees to the board of directors of RJR Nabisco who
were committed to the spinoff of Nabisco. In accordance with the High River
Agreement, High River and its affiliates had agreed to vote all Shares held by
them for the Brooke's nominees. Brooke's nominees were not elected.
In November 1996, as was required by the bylaws of RJR Nabisco
which were in effect at that time, Icahn & Co., which is an affiliate of Mr.
Icahn and High River, delivered a letter to RJR Nabisco stating that it intended
to appear at the 1997 annual meeting for the purpose of proposing a slate of
nominees for election as directors of RJR Nabisco. In later proxy soliciting
materials, Mr. Icahn stated that the nominees' platform would advocate (i) the
prompt spinoff of Nabisco, (ii) working toward a global settlement of tobacco
litigation claims, and (iii) raising the annual dividend to $2.00 and
maintaining such dividend even after Nabisco was spun off. While the Nominees,
as stated above, intend to pursue a global settlement of tobacco litigation
claims, they have not taken a position with regard to the payment of dividends,
as they intend to make a determination with regard to such matter upon being
elected. In February, 1997, Mr. Icahn and High River filed Amendment No. 4 to
their Schedule 13D announcing that they were not going to engage in a proxy
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solicitation and that they had sold all Shares held by them due to their
dissatisfaction with the management of RJR Nabisco.
ELECTION OF DIRECTORS
According to RJR Nabisco's proxy statement in connection with
the 1999 Annual Meeting, RJR Nabisco currently has nine (9) Directors, all of
whose terms will expire at the Annual Meeting. High River proposes that RJR
Nabisco Stockholders elect the Nominees, to be the annual Meeting nominated at
by Icahn & Co., an affiliate of High River, as the Directors of RJR Nabisco at
the Annual Meeting. Each Nominee, if elected, would hold office until the 2000
Annual Meeting of Stockholders and until a successor has been elected and
qualified. Although High River does not anticipate that any of the persons named
below will be unable or unwilling to stand for election, in the event of such
occurrence, proxies may be voted for a substitute designated by High River.
Background information about the Nominees is set forth below.
See Appendix I for additional information about the Nominees, including their
ownership, purchase and sale of securities issued by RJR Nabisco.
JEROME M. BECKER, age 63, has been self employed as an attorney since 1995.
Prior to 1995, Mr. Becker was employed as an attorney by the law firm of
Davidoff & Malito, where he was of counsel from 1981 through 1995.
HAROLD FIRST, age 62, has been self employed for the past five years as a
Financial Consultant. Mr. First currently serves as a Director of Cadus
Pharmaceutical Corporation, Philip Services Corporation, PANACO Inc. and
Tel-Save.com, Inc.
SEYMOUR FLIEGEL, age 67, has been employed since January 1989 at the Manhattan
Institute, Center for Educational Innovation, where he has served as Senior
Fellow since January 1989 and President since January 1999. Since July 1989, Mr.
Fliegel has been the President of Sy Fliegel Associates, an educational
consulting business. Mr. Fliegel has had extensive experience in the educational
sector, where he has served as an Adjunct Professor at Hunter College as well as
a teacher, assistant principal, principal, deputy superintendent and
superintendent in the New York City public school system.
RUSSELL D. GLASS, age 36, has served as President and Chief Investment Officer
of Icahn Associates Corp., a diversified investment company, since April 1998.
Mr. Glass has served as Vice Chairman and Director of Lowestfare.com since
August 1998 and Vice Chairman of Global Discount Travel since May 1998.
Previously, Mr. Glass had been a Partner in Relational Investors LLC, from 1996
to 1998, and in Premier Partners Inc., from 1988 to 1996, firms engaged in
investment research and management. Mr. Glass currently serves as a Director of
Automated Travel Systems, Inc., a software development firm; Cadus
Pharmaceutical Corporation, a genetic
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pharmaceutical research company; National Energy Group, Inc., an oil & gas
exploration and production company; Delicious Brands, Inc., a food products
company; and the A.G. Spanos Corporation, a national real estate developer and
owner of the NFL San Diego Chargers Football Club. Mr. Glass earned a B.A.
degree in Economics from Princeton University and an M.B.A. from the Stanford
University Graduate School of Business.
MARTIN HIRSCH, age 43, has been Vice President of American Real Estate Partners,
L.P., since 1991. Mr. Hirsch currently serves as Director of National Energy
Group, Inc., an oil & gas exploration and production company and Stratosphere
Corporation.
CARL C. ICAHN, age 63, has served as Chairman of the Board and a Director of
Starfire Holding Corporation (formerly Icahn Holding Corporation), a
privately-held holding company, and Chairman of the Board and a Director of
various of Starfire's subsidiaries, including ACF Industries, Incorporated, a
privately-held railroad freight and tank car leasing, sales and manufacturing
company, since 1984 and ACF Industries Holdings Corp., a privately-held holding
company for ACF, since August 1993. He has also been Chairman of the Board and
President of Icahn & Co., Inc., a registered broker-dealer and a member of the
National Association of Securities Dealers, since 1968. Since November 1990, Mr.
Icahn has been Chairman of the Board of American Property Investors, Inc., the
general partner of American Real Estate Partners, L.P., a public limited
partnership that invests in real estate. In 1979, Mr. Icahn acquired control and
presently serves as Chairman of the Board of Bayswater Realty & Capital Corp., a
real estate investment and development company. Mr. Icahn has served as Chairman
of the Board and Director of Lowestfare.com since August 1998. Mr. Icahn has
served as a Director of Global Travel Marketing, Inc., Lowestfare.com's
wholly-owned marketing subsidiary, since June 1995. Mr. Icahn has been a
Director of Cadus Pharmaceutical Corporation, a public company involved in
genetic pharmaceutical research, since July 1993 and was Co-Chairman of the
Board from May 1995 to May 1996. Mr. Icahn has been the Chairman of the Board
and a Director of Stratosphere Corp., a public company which operates a hotel
and casino in Las Vegas, Nevada, since October 1998. He has also served as a
Director of Automated Travel Systems, Inc., a software development firm, since
January 1999. Mr. Icahn also has substantial equity interests in and controls
various entities which invest in publicly traded securities. Mr. Icahn holds a
B.A. degree in Philosophy from Princeton University.
ROBERT J. MITCHELL, age 52, has been Senior Vice President-Finance of ACF
Industries, Incorporated since March 1995 and was Treasurer of ACF Industries,
Incorporated from December 1984 until March 1995. Mr. Mitchell has also served
as President and Treasurer of ACF Industries Holdings Corp. since August 1993
and as Vice President, Liaison Officer of Icahn & Co., Inc. since November 1984.
From 1987 until January 1993, Mr. Mitchell served as Treasurer of Trans World
Airlines, Inc. Mr. Mitchell currently serves as a Director of Cadus
Pharmaceutical Corporation, Stratosphere Corporation and National Energy Group,
Inc., an oil & gas exploration and production company. He received his B.S.
degree in Business Administration from St. Francis College.
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FELIX PARDO, age 61, has been Chairman of Dyckerhoff Inc. since July 1998. Mr.
Pardo served as President of Philip Services Corporation from March 1998 until
November 1998. In addition, Mr Pardo served as President of Ruhr-American Coal
Corp. from May 1992 until March 1998 and as Chairman of the Newalta Corporation
from 1992 until March 1998. Mr. Pardo currently serves as a Director of
Innovative Valve Technologies, Inc., Newalta Corporation, PANACO, Inc. and
Philip Services Corporation.
JACK G. WASSERMAN, age 62, has worked as an attorney for the law firm of
Wasserman Schneider and Babb, where he has served as a Senior Partner since
1996. Mr. Wasserman currently serves as a Director of Cadus Pharmaceutical
Corporation, National Energy Group, Inc., an oil & gas exploration and
production company and American Property Investors, Inc., the general partner of
American Real Estate Partners, L.P.
WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF THE NOMINEES
BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY IN THE POSTAGE PAID
ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT. IF YOU HAVE SIGNED THE BLUE
PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION
TO VOTE THE SHARES REPRESENTED BY THE BLUE PROXY CARD FOR THE ELECTION OF ALL
THE NOMINEES.
All transactions in securities of RJR Nabisco engaged in by
any Nominee during the past two years, as well as current ownership of any such
securities by any Nominee, are listed on Appendix I attached hereto. No Nominee
owns any securities of RJR Nabisco of record but not beneficially. No Nominee
owns beneficially any securities of any parent or subsidiary of RJR Nabisco. In
addition, and except as stated herein, no Nominee or any of their associates has
any agreement or understanding with respect to future employment by RJR Nabisco
and no such person has any agreement or understanding with respect to any future
transactions to which RJR Nabisco will or may be a party.
Except as described herein, no Nominee nor any of their
associates (i) has engaged in or had a direct or indirect interest in any
transaction or series of transactions since the beginning of RJR Nabisco's last
fiscal year or in any currently proposed transaction, to which RJR Nabisco or
any of its subsidiaries is a party, where the amount involved was in excess of
$60,000, (ii) owns beneficially or of record any securities of RJR Nabisco,
(iii) borrowed any funds for the purpose of acquiring or holding any securities
of RJR Nabisco or is presently, or has been within the past year, a party to any
contract, arrangement or understanding, with any person with respect to
securities of RJR Nabisco.
10
<PAGE>
AGREEMENTS WITH NOMINEES
High River has entered into a letter agreement (the "Nominee
Agreements") with each of the Nominees with respect to their service as
nominees, to stand for election as Directors of RJR Nabisco at the Annual
Meeting. The Nominee Agreements each provide, among other things, as follows:
* The nominee has acknowledged that he has agreed to become a member of
the slate of nominees to stand for election as directors of the RJR
Nabisco in connection with a proxy contest with management of the RJR
Nabisco in respect of the election of directors of RJR Nabisco at the
Annual Meeting.
* High River has agreed to pay the costs of the proxy contest.
* The nominee has acknowledged that the Nominees will run for election on
a platform which advocates the prompt spinoff of Nabisco to
Stockholders of RJR Nabisco and that the Proxy Statement regarding the
election of the Nominees will disclose such. The Nominee has
acknowledged that he is in agreement with the platform and presently
intends to take such action, acknowledging that he is not, and cannot
be, bound to do so.
* High River has agreed to indemnify each nominee from and against any
losses incurred by the nominee arising from any action relating to such
nominee's role as a nominee, absent gross negligence or willful
misconduct.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
According to RJR Nabisco's Proxy Statement, RJR Nabisco is
soliciting proxies with respect to three (3) proposals other than election of
directors. Please refer to RJR Nabisco's Proxy Statement for a detailed
discussion of these proposals, including various arguments in favor of and
against such proposals. These proposals are discussed below.
Item 2 -- Ratification of Appointment of Independent Auditors
At the Annual Meeting, the Stockholders will be asked to
ratify the appointment of Deloitte & Touche LLP as RJR Nabisco's independent
auditors for the year ending December 31, 1999. High River recommends a vote FOR
this proposal.
Item 3 -- Stockholder Proposal on Tobacco Advertising and Youth
At the Annual Meeting, the Stockholders will be asked to vote
on the following stockholder proposal: "RESOLVED, that shareholders request that
Board to implement the following
11
<PAGE>
policy for our Company: that, before any promotional, marketing, and/or
advertising campaign presently running continues or its inaugurated in the
future, it must be submitted to independent and certifiable testing to insure
that it is not equally or more appealing to the 14-to-18 age group then groups
over 18." High River is not making any recommendation on this proposal.
Item 4 -- Stockholder Proposal on Smuggling
At the Annual Meeting, the Stockholders will be asked to vote
on the following stockholder proposal: "RESOLVED: the shareholders request the
Board to establish a committee of independent directors to investigate and
determine the extent of our Company's involvement directly or indirectly in
smuggling its cigarettes throughout the world and to make appropriate
recommendations to ensure that our Company is not involved in any way in selling
its cigarettes in ways that assist smuggling. The committee shall report its
findings and recommendations to the shareholders prior to the 2000 annual
meeting." High River is not making any recommendation on this proposal.
OTHER PROPOSALS
Except as set forth above, we are not aware of any proposals
to be brought before the Annual Meeting. Should other proposals be brought
before the Annual Meeting, the persons named on the BLUE proxy card will abstain
from voting on such proposals unless such proposals adversely affect the
interests of High River and/or the Nominees as determined by High River in its
sole discretion, in which event such persons will vote on such proposals at
their discretion.
VOTING ON OTHER MATTERS IN ITEMS 2-4
The accompanying BLUE proxy card will be voted in accordance
with your instruction on such card. You may vote for or vote against, or abstain
from voting on, each of Items 2-4 described above by marking the proper box on
the BLUE proxy card. IF YOU HAVE SIGNED THE PROXY CARD AND NO MARKING IS MADE,
YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY
THE BLUE PROXY CARD FOR ITEM 2, AND TO ABSTAIN FROM VOTING WITH RESPECT TO ITEMS
3 AND 4.
VOTING PROCEDURES
The presence of the holders of record of a majority of the
outstanding shares of Common Stock and ESOP Preferred Stock, represented at the
Annual Meeting in person or by proxy, will constitute a quorum. Shares
represented by proxies that are marked "abstain" will be counted as shares
present for purposes of determining the presence of a quorum on all matters.
Proxies relating to "street name" shares that are voted by brokers on some but
not all of the matters will be treated as shares present for purposes of
determining the presence of a quorum on all matters, but
12
<PAGE>
will not be treated as shares entitled to vote at the Annual Meeting on those
matters as to which authority to vote is withheld by the broker ("Broker
Non-Votes"). The nine nominees receiving the highest vote total will be elected
as Directors of the Company. Accordingly, abstentions and Broker Non-Votes will
not affect the outcome of the election. All other matters to be voted on will be
decided by a majority vote of the shares represented at the Annual Meeting and
entitled to vote. On any such matter, an abstention will have the same effect as
a negative vote but, because shares held by brokers will not be considered
entitled to vote on matters as to which the brokers withhold authority, a Broker
Non-Vote will have no effect on the vote.
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL
MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY
CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
The accompanying BLUE proxy card will be voted at the Annual
Meeting in accordance with your instructions on such card.
Revocation of Proxies
Any proxy may be revoked at any time prior to the time a vote
is taken by delivering to the secretary of RJR Nabisco a notice of revocation
bearing a later date, by a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
Only holders of record as of the close of business on the
Record Date will be entitled to vote. If you were a Stockholder of record on the
Record Date, you will retain your voting rights of the Annual Meeting even if
you sell such shares after the Record Date. Accordingly, it is important that
you vote the shares held by you on the Record Date, or grant a proxy to vote
such shares on the BLUE proxy card, even if you sell such shares after the
Record Date.
SOLICITATION OF PROXIES
Solicitation of proxies shall be made by Mr. Icahn. No other
director, officer or employee of High River or its affiliates will be soliciting
proxies.
High River has retained Innisfree M&A Incorporated
("Innisfree") to conduct the solicitation, for which Innisfree is to receive a
fee of approximately $250,000, plus reimbursement for its reasonable
out-of-pocket expenses. High River has agreed to indemnify Innisfree against
certain liabilities and expenses, including certain liabilities under the
federal securities laws. Insofar
13
<PAGE>
as indemnification for liabilities arising under the federal securities laws may
be permitted to Innisfree pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and is therefore unenforceable.
Proxies may be solicited by mail, courier services, Internet, advertising,
telephone or telecopier or in person. It is anticipated that Innisfree will
employ approximately 100 persons to solicit Stockholders for the Annual Meeting.
Costs related to the solicitation of proxies, including
expenditures for attorneys, accountants, public relations and financial
advisers, proxy solicitors, payments to nominees, advertising, printing,
transportation and related expenses, will be borne by High River and Mr. Icahn.
To date, such costs are approximately $__________ and are expected to be
approximately $__________ in total. High River and Mr. Icahn intend to seek
reimbursement for the costs and expenses associated with the proxy solicitation
in the event that the Nominees are elected to the Board of Directors of RJR
Nabisco, but do not intend to submit the issue of reimbursement to a vote of
security holders.
CERTAIN INFORMATION REGARDING
ARRANGEMENTS/UNDERSTANDINGS WITH
RESPECT TO SECURITIES OF RJR NABISCO
Mr. Icahn, High River, Riverdale, Barberry, Meadow Walk, AREP,
API, AREH and Beckton may be deemed to have an understanding with respect to
securities of RJR Nabisco as they may be deemed to constitute a "group" for the
purposes of Section 13(d) of the Act. As a consequence of being deemed a
"group", such parties are required to and have made any required Schedule 13D
filings as a group. Such Schedule 13D filings are publicly available.
ADDITIONAL INFORMATION
Certain information regarding the securities of RJR Nabisco
held by RJR Nabisco's Directors, nominees, management and 5% Stockholders is
contained in RJR Nabisco's Proxy Statement and is incorporated herein by
reference. Information concerning the date by which proposals of security
holders intended to be presented at the next annual meeting of Stockholders of
RJR Nabisco must be received by RJR Nabisco for inclusion in RJR Nabisco's proxy
statement and form of proxy for that meeting is also contained in RJR Nabisco's
proxy statement and is incorporated herein by reference.
High River assumes no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, RJR Nabisco's proxy statement.
14
<PAGE>
HIGH RIVER LIMITED PARTNERSHIP
Date: April __, 1999
15
<PAGE>
APPENDIX I
SUPPLEMENTAL NOMINEE AND OTHER INFORMATION
Set forth below is (a) the name and business address of each of the
participants and their associates in the solicitation made pursuant to this
Proxy Statement, and (b) the dates, types and amounts of each participant's
purchases and sales of the Company's debt and equity securities within the past
two years. Except for High River and its affiliates, the only participants are
the Nominees.
<TABLE>
<S> <C> <C> <C>
NAME AND DATE NUMBER OF
BUSINESS OF SECURITIES CURRENT
ADDRESS TRANSACTION PURCHASED OWNERSHIP
Jerome Becker
c/o Stein, Davidoff & Malito NONE
605 Third Avenue
34th Floor
New York, NY 10158
Harold First 07/21/98 5001 5001
345 Park Avenue
35th Floor
New York, NY 10154
Seymour Fliegel NONE
Center for Educational Innovation
28 West 44th Street
New York, NY 10036
Russell Glass NONE
Icahn Associates Corp.
767 Fifth Avenue
47th Floor
New York, NY 10153
Marty Hirsch 04/12/96 1001 1001
American Real Estate Partners, L.P.
767 Fifth Avenue
47th Floor
New York, NY 10153
Carl Icahn (see transactions of High River and Affiliates listed below)
16
<PAGE>
c/o Icahn Associates Corp.
767 Fifth Avenue
47th Floor
New York, NY 10153
Robert Mitchell NONE
Icahn Associates Corp.
767 Fifth Avenue
47th Floor
New York, NY 10153
Felix Pardo NONE
Dyckerhoff Inc.
313 Warren Street
Glen Falls, NY 12801
Jack Wasserman 12/04/98 1,3001
Wasserman, Schneider & Babb 02/23/99 300 1,600
111 Broadway
New York, NY 10006
</TABLE>
- --------------------
1 Common Stock
17
<PAGE>
Transactions Within the Past Two Years
in RJR Nabisco Voting
Securities by High River and Affiliates1
<TABLE>
<S> <C> <C> <C>
No. of Shares
Name Date Purchased
High River Limited Partnership 12/9/98 140,000
12/10/98 763,500
12/11/98 415,000
12/14/98 585,400
12/15/98 10,000
1/20/99 591,500
1/20/99 600,000
1/21/99 200,000
1/21/99 883,500
1/21/99 700,000
1/22/99 183,800
- --------
1 All transactions represent purchases of Common Stock.
18
<PAGE>
1/22/99 183,800
1/25/99 12,500
1/25/99 12,500
1/26/99 125,000
1/26/99 125,000
1/27/99 50,000
1/27/99 700,000
2/3/99 125,000
2/8/99 325,000
2/9/99 60,000
2/10/99 500,000
2/11/99 430,200
2/11/99 191,400
2/12/99 185,400
2/26/99 219,000
19
<PAGE>
American Real Estate Holdings, L.P. 10/12/98 195,700
10/13/98 235,000
10/14/98 210,000
10/15/98 40,000
10/16/98 200,000
10/18/98 35,000
10/20/98 200,000
10/21/98 50,000
10/22/98 100,000
10/23/98 55,500
10/26/98 44,500
10/27/98 100,000
10/28/98 75,000
12/1/98 148,400
12/2/98 148,800
20
<PAGE>
12/3/98 350,000
12/4/98 270,100
12/7/98 245,000
12/8/98 495,100
12/16/98 637,000
12/17/98 470,000
12/18/98 500,000
12/21/98 450,000
12/22/98 40,000
1/19/99 22,100
Meadow Walk Limited Partnership 1/27/99 650,000
2/9/99 100,000
3/1/99 206,700
3/2/99 300,000
</TABLE>
21
<PAGE>
IMPORTANT
1. If your shares are held in your own name, please mark, date and mail
the enclosed BLUE proxy card to our Proxy Solicitor, Innisfree M&A Incorporated,
in the postage-paid envelope provided.
2. If your shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can vote such shares and only upon receipt
of your specific instructions. Accordingly, you should contact the person
responsible for your account and give instructions for a BLUE proxy card to be
signed representing your shares.
3. If you have already submitted a proxy to RJR Nabisco for the Annual
Meeting, you may change your vote to a vote FOR the election of the Nominees by
marking, signing, dating and returning the enclosed BLUE proxy card for the
Annual Meeting, which must be dated after any proxy you may have submitted to
RJR Nabisco. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT AT
THE ANNUAL MEETING.
22
<PAGE>
[COMMON]
PROXY CARD
RJR NABISCO HOLDINGS CORP.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY HIGH
RIVER LIMITED PARTNERSHIP
The undersigned hereby, with respect to all shares of Common
Stock of RJR Nabisco Holdings Corp. (the "Company") which the undersigned may be
entitled to vote, constitutes and appoint each of Carl C. Icahn, Russell Glass
and Robert Mitchell as his true and lawful agent and proxy, with full power of
substitution in each, to represent the undersigned, in each case at the 1999
Annual Meeting of Stockholders of the Company to be held at The M.C. Benton, Jr.
Convention and Civic Center, 301 West Fifth Street, Winston-Salem, North
Carolina, on Wednesday, May 12, 1999 at 9:00 a.m., and at any adjournments or
postponements thereof, to vote such stock on all matters coming before said
meeting as set forth below:
Election of directors. Nominees:
Jerome Becker, Harold First, Seymour Fliegal, Russell Glass, Martin
Hirsch, Carl Icahn, Robert Mitchell, Felix Pardo and Jack Wasserman
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR ALL NOMINEES IN PROPOSAL 1, FOR PROPOSAL
2 AND TO ABSTAIN FROM VOTING ON PROPOSALS 3 AND 4. PLEASE MARK THIS PROXY CARD,
FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
23
<PAGE>
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
HIGH RIVER RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSAL 2
1. Election of Directors (see reverse) For, except withheld from the
following nominees:
__________________________________________________________ FOR / / WITHHELD / /
2. Ratify the appointment of Deloitte and Touche LLP as independent auditor FOR / / AGAINST / / ABSTAIN/ /
3. Stockholder proposal on tobacco advertising and youth.. FOR / / AGAINST / / ABSTAIN/ /
4. Stockholder proposal on smuggling. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name of President or other
authorized officer. If a partnership, please sign a partnership name by
authorized person.
--------------------------------------------------------------
Signature(s) of Stockholder(s) Date
--------------------------------------------------------------
Title, if any
24
<PAGE>
[COMMON/.835 DEPOSITARY SHARES]
PROXY CARD
RJR NABISCO HOLDINGS CORP.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY HIGH
RIVER LIMITED PARTNERSHIP
The undersigned hereby, with respect to all shares of Common
Stock of RJR Nabisco Holdings Corp. (the "Company") which the undersigned may be
entitled to vote, constitutes and appoint each of Carl C. Icahn, Russell Glass
and Robert Mitchell as his true and lawful agent and proxy, with full power of
substitution in each, to represent the undersigned, in each case at the 1999
Annual Meeting of Stockholders of the Company to be held at The M.C. Benton, Jr.
Convention and Civic Center, 301 West Fifth Street, Winston-Salem, North
Carolina, on Wednesday, May 12, 1999 at 9:00 a.m., and at any adjournments or
postponements thereof, to vote such stock on all matters coming before said
meeting as set forth below:
Election of directors. Nominees:
Jerome Becker, Harold First, Seymour Fliegal, Russell Glass, Martin
Hirsch, Carl Icahn, Robert Mitchell, Felix Pardo and Jack Wasserman
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR ALL NOMINEES IN PROPOSAL 1, FOR PROPOSAL
2 AND TO ABSTAIN FROM VOTING ON PROPOSALS 3 AND 4. PLEASE MARK THIS PROXY CARD,
FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
25
<PAGE>
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
HIGH RIVER RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSAL 2
1. Election of Directors (see reverse) For, except withheld from the
following nominees:
__________________________________________________________ FOR / / WITHHELD / /
2. Ratify the appointment of Deloitte and Touche LLP as independent auditor FOR / / AGAINST / / ABSTAIN/ /
3. Stockholder proposal on tobacco advertising and youth.. FOR / / AGAINST / / ABSTAIN/ /
4. Stockholder proposal on smuggling. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name of President or other
authorized officer. If a partnership, please sign a partnership name by
authorized person.
--------------------------------------------------------------
Signature(s) of Stockholder(s) Date
--------------------------------------------------------------
Title, if any
IMPORTANT MESSAGE!
TO FORMER HOLDERS OF $.835 DEPOSITARY SHARES:
- - You are entitled to vote at the RJR Nabisco Annual Meeting of Stockholders
to be held on May 12, 1999
- - You may use the BLUE proxy card attached above to vote. Please vote early!
- - If you have any questions about voting, please call Innisfree M&A
Incorporated.
- - Each $.835 Depositary Share formerly owned by you has been converted into
one-fifth of a share of RJR Nabisco Common Stock, after adjustment to reflect
the April 1995 reverse stock split. The number of shares printed on the attached
proxy card is the number of shares of RJR Nabisco Common Stock that you are
entitled to receive upon exchange of your certificate(s) representing $.835
Depositary Shares.
Thank you for acting promptly.
HIGH RIVER LIMITED PARTNERSHIP
26
<PAGE>
[COMMON/BORDEN]
PROXY CARD
RJR NABISCO HOLDINGS CORP.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY HIGH
RIVER LIMITED PARTNERSHIP
The undersigned hereby, with respect to all shares of Common
Stock of RJR Nabisco Holdings Corp. (the "Company") which the undersigned may be
entitled to vote, constitutes and appoint each of Carl C. Icahn, Russell Glass
and Robert Mitchell as his true and lawful agent and proxy, with full power of
substitution in each, to represent the undersigned, in each case at the 1999
Annual Meeting of Stockholders of the Company to be held at The M.C. Benton, Jr.
Convention and Civic Center, 301 West Fifth Street, Winston-Salem, North
Carolina, on Wednesday, May 12, 1999 at 9:00 a.m., and at any adjournments or
postponements thereof, to vote such stock on all matters coming before said
meeting as set forth below:
Election of directors. Nominees:
Jerome Becker, Harold First, Seymour Fliegal, Russell Glass, Martin
Hirsch, Carl Icahn, Robert Mitchell, Felix Pardo and Jack Wasserman
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR ALL NOMINEES IN PROPOSAL 1, FOR PROPOSAL
2 AND TO ABSTAIN FROM VOTING ON PROPOSALS 3 AND 4. PLEASE MARK THIS PROXY CARD,
FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
27
<PAGE>
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
HIGH RIVER RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSAL 2
1. Election of Directors (see reverse) For, except withheld from the
following nominees:
__________________________________________________________ FOR / / WITHHELD / /
2. Ratify the appointment of Deloitte and Touche LLP as independent auditor FOR / / AGAINST / / ABSTAIN/ /
3. Stockholder proposal on tobacco advertising and youth.. FOR / / AGAINST / / ABSTAIN/ /
4. Stockholder proposal on smuggling. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name of President or other
authorized officer. If a partnership, please sign a partnership name by
authorized person.
--------------------------------------------------------------
Signature(s) of Stockholder(s) Date
--------------------------------------------------------------
Title, if any
IMPORTANT MESSAGE!
TO FORMER HOLDERS OF BORDEN, INC. COMMON STOCK:
- - You are entitled to vote at the RJR Nabisco Annual Meeting of Stockholders to
be held on May 12, 1999.
- - You may use the BLUE proxy card attached above to vote. Please vote early!
- - If you have any questions about voting, please call Innisfree M&A
Incorporated.
- - Each share of Borden common stock reflected in your account is exchangeable
for .45829 of a share of RJR Nabisco Common Stock, after adjustment to reflect
the April 1995 reverse stock split. The number of shares printed on the attached
proxy card is the number of shares of RJR Nabisco Common Stock that you are
entitled to receive upon exchange of your Borden, Inc. common stock.
Thank you for acting promptly.
HIGH RIVER LIMITED PARTNERSHIP
28
<PAGE>
[COMMON/SERIES C DEPOSITARY SHARES]
PROXY CARD
RJR NABISCO HOLDINGS CORP.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY HIGH
RIVER LIMITED PARTNERSHIP
The undersigned hereby, with respect to all shares of Common
Stock of RJR Nabisco Holdings Corp. (the "Company") which the undersigned may be
entitled to vote, constitutes and appoint each of Carl C. Icahn, Russell Glass
and Robert Mitchell as his true and lawful agent and proxy, with full power of
substitution in each, to represent the undersigned, in each case at the 1999
Annual Meeting of Stockholders of the Company to be held at The M.C. Benton, Jr.
Convention and Civic Center, 301 West Fifth Street, Winston-Salem, North
Carolina, on Wednesday, May 12, 1999 at 9:00 a.m., and at any adjournments or
postponements thereof, to vote such stock on all matters coming before said
meeting as set forth below:
Election of directors. Nominees:
Jerome Becker, Harold First, Seymour Fliegal, Russell Glass, Martin
Hirsch, Carl Icahn, Robert Mitchell, Felix Pardo and Jack Wasserman
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR ALL NOMINEES IN PROPOSAL 1, FOR PROPOSAL
2 AND TO ABSTAIN FROM VOTING ON PROPOSALS 3 AND 4. PLEASE MARK THIS PROXY CARD,
FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
29
<PAGE>
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
HIGH RIVER RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSAL 2
<TABLE>
<S> <C>
1. Election of Directors (see reverse) For, except withheld from the
following nominees:
__________________________________________________________ FOR / / WITHHELD / /
2. Ratify the appointment of Deloitte and Touche LLP as independent auditor FOR / / AGAINST / / ABSTAIN/ /
3. Stockholder proposal on tobacco advertising and youth.. FOR / / AGAINST / / ABSTAIN/ /
4. Stockholder proposal on smuggling. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name of President or other
authorized officer. If a partnership, please sign a partnership name by
authorized person.
--------------------------------------------------------------
Signature(s) of Stockholder(s) Date
--------------------------------------------------------------
Title, if any
IMPORTANT MESSAGE!
TO FORMER HOLDERS OF SERIES C DEPOSITARY SHARES:
- - You are entitled to vote at the RJR Nabisco Holdings Corp. Annual Meeting of
Stockholders to be held on May 12, 1999.
- - You may use the proxy card attached above to vote. Please vote early!
- - If you have any questions about voting, please call Innisfree M&A
Incorporated.
- - Each Series C Depositary Share formerly owned by you has been converted into
one-fifth of a share of RJR Nabisco Common Stock, after adjustment to reflect
the Company's April 1995 reverse Common Stock split. The number of shares
printed on the reverse side of this care is the number of shares of RJR Nabisco
Common Stock that you are entitled to receive upon exchange of your
certificate(s) representing Series C Depositary Shares.
Thank you for acting promptly
HIGH RIVER LIMITED PARTNERSHIP
30
<PAGE>
[ESOP]
PROXY CARD
RJR NABISCO HOLDINGS CORP.
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY HIGH
RIVER LIMITED PARTNERSHIP
The undersigned hereby, with respect to all shares of ESOP
Preferred Stock of RJR Nabisco Holdings Corp. (the "Company") which the
undersigned may be entitled to vote, constitutes and appoint each of Carl C.
Icahn, Russell Glass and Robert Mitchell as his true and lawful agent and proxy,
with full power of substitution in each, to represent the undersigned, in each
case at the 1999 Annual Meeting of Stockholders of the Company to be held at The
M.C. Benton, Jr. Convention and Civic Center, 301 West Fifth Street,
Winston-Salem, North Carolina, on Wednesday, May 12, 1999 at 9:00 a.m., and at
any adjournments or postponements thereof, to vote such stock on all matters
coming before said meeting as set forth below:
Election of directors. Nominees:
Jerome Becker, Harold First, Seymour Fliegal, Russell Glass, Martin
Hirsch, Carl Icahn, Robert Mitchell, Felix Pardo and Jack Wasserman
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO MARKINGS ARE MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR ALL NOMINEES IN PROPOSAL 1, FOR PROPOSAL
2 AND TO ABSTAIN FROM VOTING ON PROPOSALS 3 AND 4. PLEASE MARK THIS PROXY CARD,
FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
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<PAGE>
[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
HIGH RIVER RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSAL 2
<TABLE>
<S> <C>
1. Election of Directors (see reverse) For, except withheld from the
following nominees:
__________________________________________________________ FOR / / WITHHELD / /
2. Ratify the appointment of Deloitte and Touche LLP as independent auditor FOR / / AGAINST / / ABSTAIN/ /
3. Stockholder proposal on tobacco advertising and youth.. FOR / / AGAINST / / ABSTAIN/ /
4. Stockholder proposal on smuggling. FOR / / AGAINST / / ABSTAIN / /
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian,
corporate officer or partner, please give full title as such. If a
corporation, please sign in corporate name of President or other
authorized officer. If a partnership, please sign a partnership name by
authorized person.
</TABLE>
--------------------------------------------------------------
Signature(s) of Stockholder(s) Date
--------------------------------------------------------------
Title, if any
32
