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:
<PAGE>
[ ] 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:
1999 ANNUAL MEETING OF STOCKHOLDERS
OF
RJR NABISCO HOLDINGS CORP.
-------------------
PROXY STATEMENT
OF
HIGH RIVER LIMITED PARTNERSHIP
-------------------
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, or . Moreover, we have received a preliminary opinion 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 U.S. Securities and Exchange Commission,
the proposed spinoff of Nabisco would not constitute a fraudulent conveyance by
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. ACCORDINGLY,
<PAGE>
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 fully committed to effectuating
the prompt spinoff of Nabisco to Stockholders. The Nominees are also committed
to having R.J. Reynolds Tobacco Company retain the proceeds from the sale of the
international tobacco business for general corporate purposes and not for the
purpose of prepaying the existing debt of R.J. Reynolds Tobacco Company, its
parent or its subsidiaries, except to the extent any such prepayment is required
pursuant to the instruments governing such debt. The Nominees have no current
plans to change the existing management or operations of 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 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 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
<PAGE>
DELIVERING A LATER-DATED BLUE PROXY CARD TO HIGH RIVER, [__________], 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, and
12,573,098 shares of 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, par value $.01 per share (the "Common Stock"), and
one-fifth (1/5) of a vote at the Annual Meeting for each share of ESOP
Convertible Preferred Stock, par value $.01 per share and stated value of $16
per share ("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. If you have any questions, you can reach High River's proxy
solicitor, [----------].
Background of the Proxy Solicitation
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.
The Nominees, if elected, also intend to have R.J. Reynolds Tobacco Company
retain the proceeds from the sale of the international tobacco business for
general corporate purposes and not for the purpose of prepaying the existing
debt of R.J. Reynolds Tobacco Company, its parent or its subsidiaries, except to
the extent any such prepayment is required pursuant to the instruments governing
such debt. 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.
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
<PAGE>
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 and the Nominees are committed to an immediate
spinoff of Nabisco. We believe that, among other things, the spinoff will make
Nabisco a far more attractive company
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
<PAGE>
Travel Systems, Inc., a software development firm; Cadus Pharmaceutical
Corporation, a genetic pharmaceutical research company; National Energy Group,
Inc., an oil & gas exploration and production 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
<PAGE>
& gas exploration and production company. He received his B.S. degree in
Business Administration from St. Francis College.
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.
<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
High River anticipates that at the Annual Meeting, the
Stockholders will again 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 or Tobacco Advertising and Youth
High River anticipates that at the Annual Meeting, the
Stockholders will be asked to vote on the following stockholder proposal:
"RESOLVED, that shareholders request that Board to
<PAGE>
implement the following 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
High River anticipates that 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 list 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
<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 AND
RETURN IT TO HIGH RIVER, [__________] 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.
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 [__________] to conduct the
solicitation, for which [__________] is to receive a fee of approximately
$__________, plus reimbursement for its reasonable out-of-pocket expenses as
well as additional compensation if the Nominees are elected or withdraw in the
event that RJR Nabisco agrees to a spinoff of Nabisco and such spinoff is
successfully completed within nine months thereafter. High River has agreed to
indemnify [__________] against certain liabilities and expenses, including
certain liabilities and under the federal
<PAGE>
securities laws. Proxies may be solicited by mail, courier services,
advertising, telephone or telecopier or in person. It is anticipated that
[__________] will employ approximately ____ 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 and filing fees, will be borne by High River
and Mr. Icahn. To date, such costs are approximately $__________and are expected
to be approximately $__________ in total (not including certain contingent fees
based upon the outcome of this proxy solicitation, as set forth in this proxy
statement). 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 HIGH RIVER,
MR. ICAHN AND THEIR AFFILIATES
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"). Riverdale
is primarily engaged in the business of owning real estate and 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, which is primarily
engaged in the business of investing in securities; (ii) Barberry Corp., which
is primarily engaged in the business of investing in securities and acting as
general partner of Meadow Walk; (iii) American Real Estate Partners, L.P., a
Delaware limited partnership ("AREP"), which is primarily engaged in the
business of acquiring and managing real estate through American Real Estate
Holdings, L.P., a Delaware limited partnership ("AREH"), its operating
subsidiary; (iv) AREH, which is primarily engaged in the business of acquiring
and managing real estate; (v) American Property Investors, Inc., a Delaware
corporation ("API"), which is primarily engaged in the business of acting as
general partner of AREP, AREH and other limited partnership(s); and (vi) Beckton
Corp., a Delaware corporation ("Beckton"), 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.
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.
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
<PAGE>
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.
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.
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.
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.
<PAGE>
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.
HIGH RIVER LIMITED PARTNERSHIP
Date: April __, 1999
<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
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)
<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
- --------------------
1 Common Stock
<PAGE>
Transactions Within the Past Two Years
in RJR Nabisco Voting
Securities by High River and Affiliates1
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.
<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
<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
<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>
<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, [__________], 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.
If you have any questions or require any assistance, please
call [__________] at the following number:
[----------]
Banks and Brokerage Firms, please call collect:
INTERNET INFORMATION
TO ACCESS MORE INFORMATION ABOUT OUR SOLICITATION ON THE WORLD
WIDE WEB, use the following address:
<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.)
<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 / /
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
</TABLE>
<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.)
<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 / /
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
</TABLE>
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 [__________].
- - 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
<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.)
<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 / /
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
</TABLE>
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 [__________].
- - 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
<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.)
<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 / /
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
</TABLE>
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 [__________].
- - 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
<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.)
<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 / /
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
</TABLE>
