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
[ x] 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.
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14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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ICAHN STATEMENT ON PROXY CONTEST
NEW YORK, April 27 - Mr. Icahn today reiterated his belief that his plan to
"cleanly" spin off Nabisco from RJR Holdings is the best way to build value for
RJR's shareholders over the near term. However, Mr. Icahn has held discussions
with several other large shareholders, who indicated to him that, especially in
light of the recent Supreme Court decision to hear arguments on whether the Food
and Drug Administration should be allowed to regulate tobacco, those holders do
not want to risk any delay in the separation of RJR's food and tobacco
businesses. Therefore, those holders indicated, they will opt to support the
spinoff plan of RJR's management and Board.
As a result of these discussions, Mr. Icahn is withdrawing his slate of nominees
for the RJR Board and will not pursue a proxy contest. At the same time, Mr.
Icahn wishes Steven Goldstone, Chairman and Chief Executive Officer, success in
his efforts to build shareholder value.
Contact: Walter Montgomery
(212) 484-6721
