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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to ss. 240.14a-11(c) or
ss. 240.14a-12
(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)(4) 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:
[ ] 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:
FOR IMMEDIATE RELEASE
ICAHN ANNOUNCES PROXY CONTEST FOR RJR NABISCO
Calls for Spin-off of Nabisco to Realize Full Value for All Shareholders
NEW YORK, March 11, 1999 - Carl Icahn announced today that, notwithstanding RJR
Nabisco's announcement that it is selling its international tobacco business and
has determined to distribute its domestic tobacco business to its shareholders,
he will conduct a proxy fight against management of RJR in order to effect RJR's
spin-off of its holdings of Nabisco rather than the domestic tobacco business.
Mr. Icahn stated that his proposed slate of directors, which will include Mr.
Icahn, will be committed to spin off Nabisco. Mr. Icahn is preparing to notify
RJR of his slate of directors by Friday, March 12, 1999.
Mr. Icahn stated that the recently announced efforts by Mr. Steven F. Goldstone,
Chairman and CEO of RJR Nabisco, are to be applauded as an attempt to increase
value. When Mr. Goldstone told Mr. Icahn about the sale of the international
business and the proposed spin-off of domestic tobacco, Mr. Icahn indicated that
he supported the sale of the international tobacco business. However, while he
believes that the spin-off of the domestic tobacco business would enhance value,
it would be infinitely better to spin off Nabisco. He stated that shareholders
should have the choice of whether it would be more beneficial to spin off
Nabisco at this time. Mr. Icahn stated, "I believe that the marketplace would
place a proper valuation on Nabisco as a free-standing company, separating it
completely from RJR rather than having it controlled by a holding company that
once owned a tobacco company. The wide diversification of Nabisco's shareholder
base should also add a premium to its market price." Mr. Icahn further stated
that Nabisco should be a far more valuable company if it were freed from RJR,
and that if shareholders supported his slate, this could occur.
Mr. Icahn indicated that he has received the preliminary opinion of the law firm
of Stroock & Stroock & Lavan advising him that, while they have yet to complete
their analysis, they believe that, based upon the current status of the law and
what RJR has disclosed in litigation papers and
<PAGE>
SEC filings, the proposed spin-off of Nabisco would not constitute a fraudulent
conveyance by RJR, and that current tobacco plaintiffs would not be able to make
the showings required for injunctive relief to block the spin-off. Mr. Icahn
stated that, when complete, Stroock's conclusions should put to rest those
arguments as rationalizations for why a spin-off of Nabisco by RJR is not
possible.
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"), Beckton
Corp. ("Beckton"), and Icahn & Co., Inc. ("Icahn & Co."), all of which entities
are affiliates of Icahn.
High River is the direct beneficial owner of 18,020,800 shares ("Shares") of RJR
Nabisco Holdings Corp. ("RJR") common stock. Riverdale is the indirect
beneficial owner of 18,020,800 Shares. Barberry is the indirect beneficial owner
of 1,256,700 Shares. Meadow Walk is the direct beneficial owner 1,256,700
Shares. AREH is the direct beneficial owner of 6,448,200 Shares. Each of AREP,
API and Beckton are indirect beneficial owners of 6,448,200 Shares. Icahn & Co.
is the record owner of 9,254,000 of the Shares described above.
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 Beckton, which is wholly owned by Icahn. As such, Icahn may be
deemed to be the indirect beneficial owner of 25,725,700 Shares.
Contact: Walter Montgomery
(212) 484-6721
