SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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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[x] No fee required.
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[RJR NABISCO LOGO]
Huntley R. Whitacre
Senior Vice President
Investor Relations
April 7, 1999
[Name of Investor]
[Address]
Dear [Name of Investor]:
I wanted to direct your attention to the enclosed RJR Nabisco 1999
proxy material including a letter to shareholders from RJRN chairman Steven
Goldstone. The shareholder letter describes our plan to complete the following
for shareholders by the spring of this year: (a) sell the Reynolds International
tobacco business to JTI for $8 billion; (b) reduce RJR Nabisco debt by
approximately $5.5 billion; (c) spin off in a tax-free distribution to RN
shareholders the domestic tobacco business with a strong balance sheet and the
ability to compete and meet its financial obligations. We believe that these
plans will accomplish our longstanding goal to separate the tobacco and food
businesses on a sound and beneficial basis and in a manner that we believe is
achievable.
On March 11, Carl Icahn indicated that he will pursue a proxy contest
to gain control of the Company by electing a separate slate of candidates to the
Board of RJR Nabisco at the annual meeting on May 12. According to his public
filings, Mr. Icahn's proposed slate of nine directors, which includes seven
individuals either in his employ or affiliated with companies he controls, would
endorse a risky Icahn plan to attempt to spin off the food stock in lieu of the
tobacco spin-off.
There is a near certainty that tobacco plaintiffs would challenge any
attempt by the Company to pursue the Icahn Group's proposal.
RJR Nabisco, Inc.
1301 Avenue of the Americas
New York, New York 100196013
(212) 258-5777
FAX (212) 969-9178
<PAGE>
[Name of Investor]
April 7, 1999
Page 2
In our view, the Icahn Group's plan is not in the best interest of the
Company or its stockholders because the plan is not achievable and would
jeopardize the Company's program to separate its businesses in a responsible and
value enhancing manner as soon as possible this spring.
We plan to be in touch with you over the next several weeks to explain
our plan for the Company and why our nominees for the Board should be reelected.
If at any point we can be helpful, please do not hesitate to call us at
212-258-5777.
Many thanks.
Sincerely,
/s/ Huntley R. Whitacre
Encl.
[Enclosures filed previously by Registrant with the Securities and
Exchange Commission]
