============================================================================== SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] 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 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) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 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: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [x] 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: ============================================================================== RJR NABISCO News Release RJR NABISCO SHAREHOLDERS: LOOK WHAT BENNETT LeBOW HAS DONE FOR YOU LATELY Last Tuesday, Bennett LeBow announced his latest reckless ploy to gain control of RJR Nabisco. By close of business Friday, the market value of RJR Nabisco and other tobacco-related stocks had fallen by almost $7 billion. Here's what the experts had to say: "Bennett LeBow is going to look after his own interests to the absolute exception of everything else, including his shareholders and employees." - Tom Hoens, Fitch Investors Service, Bloomberg He's trying to do the best for himself, with morals aside." - Stephen Yacktman, Yacktman Asset Management, Bloomberg "He will be perceived as willing to trade away a percentage of RJR's profits and destroy the (tobacco) industry's decades of take-no-prisoners litigation approach for his personal gain." - Diana Temple, Solomon Brothers, Dow Jones News Service* "The underlying concerns that most shareholders have of self-dealing of Bennett LeBow and his board don't magically disappear." - David Adelman, Dean Witter, Reuters "This has nothing to do with tobacco litigation. It is pure and simply a ploy by Mr. LeBow." - Arthur Cecil, T. Towe Price, USA Today "I think he will do whatever he can think of to overturn the current management and try to take control of RJR. But in so doing, he is putting at risk a perfect litigation record." - David Kolpak, Society Asset Management, The Washington Post RJR Nabisco shareholders: Vote your proxy for the RJR Nabisco board today. You can't afford not to. RJR Nabisco logo Vote your WHITE proxy today. If you have any questions or need assistance in voting your WHITE proxy, please call: MACKENZIE PARTNERS, INC. D.F. KING & CO., INC. Toll-Free 800-322-2885 Toll-Free 800-290-6430 No permission has been sought or received to quote from, or refer to, published materials cited in this advertisement. * The Dow Jones News Service[Registered] is a registered trademark of Dow Jones & Company, Inc.