EXHIBIT 99.3
RJR NABISCO HOLDINGS CAPITAL TRUST I
OFFER TO EXCHANGE ITS
____% TRUST ORIGINATED PREFERRED SECURITIES(sm) ("TOPrS(sm)")
(liquidation amount $25 per
Preferred Security and
guaranteed to the extent set forth in the
Prospectus by
RJR Nabisco Holdings Corp.)
FOR UP TO 49,000,000 OUTSTANDING SERIES B DEPOSITARY SHARES
(CUSIP 74960K 70 8), EACH REPRESENTING 1/1000 OF A SHARE OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
RJR NABISCO HOLDINGS CORP.
___________, 1995
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees
We have been appointed by RJR Nabisco Holdings Corp., a Delaware corporation
("Holdings"), and RJR Nabisco Holdings Capital Trust I, a Delaware statutory
business trust (the "Trust"), to act as Dealer Managers in connection with the
offer by the Trust to exchange, upon the terms and subject to the conditions set
forth in the Prospectus referred to below and the related Letter of Transmittal
(which together constitute the "Offer"), its ____% Trust Originated Preferred
Securities ("TOPrS(sm)") (the "Preferred Securities") for up to 49,000,000
Series B Depositary Shares, each representing 1/1000 of a share of Series B
Cumulative Preferred Stock (the "Depositary Shares") of Holdings that are
validly tendered and accepted for exchange pursuant to the Offer. In connection
with the Offer, Holdings will deposit in the Trust as trust assets its ____%
Junior Subordinated Debentures due 2044 as set forth in the Prospectus referred
to below.
Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Depositary Share validly tendered and accepted for exchange in
the Offer. Depositary Shares not accepted for exchange because of proration
will be returned.
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(sm) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
The Trust will accept for exchange all Depositary Shares validly tendered and
not withdrawn, upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to proration described in the
Prospectus dated ________, 1995 (the "Prospectus").
For your information and for forwarding to your clients for whom you hold
Depositary Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Prospectus dated __________, 1995;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Depositary Shares and all other required documents cannot be delivered
to the Exchange Agent by the Expiration Date (as defined in the
Prospectus), or the book-entry transfer of the Depositary Shares cannot
be completed by the Expiration Date;
4. A form of letter that may be sent to your clients for whose accounts you
hold Depositary Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions
and designation of Soliciting Dealer with regard to the Offer; and
5. Return envelope addressed to First Chicago Trust Company of New York,
the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON ________ , 1995, UNLESS THE OFFER IS EXTENDED.
NEITHER THE BOARD OF DIRECTORS OF HOLDINGS NOR HOLDINGS NOR THE TRUSTEES NOR
THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER
TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF DEPOSITARY SHARES
ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS
ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Holding will pay a solicitation fee of $0.50 per Depositary Share for any
Depositary Shares tendered by physically delivering depositary shares which are
accepted for exchange and exchanged pursuant to the Offer and covered by a
Letter of Transmittal which designates, as having solicited and obtained the
tender, the name of (i) any broker or dealer in securities, including each
Dealer Manager in its capacity as a broker or dealer, which is a member of any
national securities exchange or of the National Association of Securities
Dealers, Inc. (the
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"NASD"), (ii) any foreign broker or dealer not eligible for membership in the
NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is referred to herein
as a "Soliciting Dealer"). No solicitation fee shall be payable to a Soliciting
Dealer with respect to the tender of Depositary Shares by a holder unless the
Letter of Transmittal accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-entry transfer made
to an account maintained by the Exchange Agent with the Depository Trust
Company, Midwest Securities Trust Company or Philadelphia Depository Trust
Company, the Soliciting Dealer must return a Notice of Solicited Tenders to the
Exchange Agent within five New York Stock Exchange trading days after the
expiration Date in order to receive a solicitation fee. No solicitation fee
shall be payable to a Soliciting Dealer in respect of Depositary Shares (i)
beneficially owned by such Soliciting Dealer or (ii) registered in the name of
such Soliciting Dealer unless such Depositary Shares are held by such Soliciting
Dealer as nominee and such depositary Shares are being tendered for the benefit
of one or more beneficial owners identified on the Letter of Transmittal or the
Notice of Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Depositary Shares by the holder
of record, for the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of Holdings, the Exchange
Agent, the Information Agent or the Dealer Managers for purposes of the Offer.
Holdings will upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers. Holdings will pay all stock
transfer taxes applicable to the acceptance of Depositary Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth in the back cover of the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
LEHMAN BROTHERS
MORGAN STANLEY & CO. INCORPORATED
PAINEWEBBER INCORPORATED
SMITH BARNEY INC.
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF HOLDINGS, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER
MANAGERS, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you have solicited.
All Depositary Shares beneficially owned by a beneficial owner, whether in one
account or several, and in however many capacities, must be aggregated for
purposes of completing the tables below. Any questions as to what constitutes
beneficial ownership should be directed to the Exchange Agent. If the space
below is inadequate, list the Depositary Shares in a separate signed schedule
and affix the list to this Notice of Solicited Tenders. Please do not complete
the sections of the table headed "TO BE COMPLETED ONLY BY EXCHANGE AGENT".
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT AT
THE ADDRESS SET FORTH ON THE BACK COVER OF THE PROSPECTUS. ALL QUESTIONS
CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE
INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE
PROSPECTUS.
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY
OWNED BY SOLICITING DEALER
TO BE TO BE TO BE TO BE
COMPLETED COMPLETED COMPLETED COMPLETED
BY THE BY THE ONLY BY ONLY BY
SOLICITING SOLICITING EXCHANGE EXCHANGE
DEALER DEALER AGENT AGENT
NUMBER OF FEE
NUMBER OF SHARES VOI TICKET SHARES $0.50
BENEFICIAL OWNERS TENDERED NUMBER* ACCEPTED PER SHARE
Beneficial Owner No. 1
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Beneficial Owner No. 2
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Beneficial Owner No. 3
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Beneficial Owner No. 4
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Beneficial Owner No. 5
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Total . . . . . . .
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* Complete if Depositary Shares delivered by book-entry transfer.
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All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus; (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than those
furnished by Holdings or the Trust; and (iv) if it is a foreign broker or dealer
not eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
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Printed Firm Name Address
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Authorized Signature City, State, Zip Code
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Area Code and Telephone Number
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