EXHIBIT 99.7
This is neither an offer to exchange or to sell nor a solicitation of an offer
to exchange or buy any of these securities. The Offer is made only by the
Prospectus and the related Letter of Transmittal and the Offer is not being made
to, nor will tenders be accepted from or on behalf of, holders of these
securities in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities or blue sky laws of such jurisdiction.
In any jurisdiction where the securities or blue sky laws require the Offer to
be made by a licensed broker or dealer, the Offer is being made on behalf of the
Trust by Merrill Lynch & Co., Lehman Brothers, Morgan Stanley & Co.
Incorporated, PaineWebber Incorporated, Smith Barney Inc. or one or more other
brokers or dealers which are licensed under the laws of such jurisdiction.
Notice of Offer to Holders of
RJR NABISCO HOLDINGS CORP.
Series B Depositary Shares, each representing 1/1000 of a share of
Series B Cumulative Preferred Stock
RJR Nabisco Holdings Capital Trust I, a Delaware statutory business trust
(the "Trust") is offering, upon the terms and subject to the conditions set
forth in its Prospectus dated ________, 1995 (the "Prospectus") and the
accompanying Letter of Transmittal (the "Letter of Transmittal" which, together
with the Prospectus, constitute the "Offer"), to exchange its ____% Trust
Originated Preferred Securities(sm) ("TOPrS(sm)") (the "Preferred Securities")
for up to 49,000,000 of the outstanding Series B Depositary Shares ("Depositary
Shares") each representing 1/1000 of a share of Series B Cumulative Preferred
Stock (the "Series B Preferred") of RJR Nabisco Holdings Corp., a Delaware
corporation ("Holdings"). 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. 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.
THE OFFER, THE PRORATION PERIOD
AND WITHDRAWAL RIGHTS WILL 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. EACH HOLDER OF DEPOSITARY
SHARES MUST MAKE ITS OWN DECISION ON WHAT ACTION TO TAKE IN LIGHT OF ITS OWN
PARTICULAR CIRCUMSTANCES.
Upon the terms and conditions of the Offer, including the provisions relating
to proration described in the Prospectus, the Trust will accept for exchange up
to 49,000,000 Depositary Shares, validly tendered and not withdrawn prior to
12:00 midnight, New York City time, on ________, 1995, or if the Offer is
extended by the Trust, in its sole discretion, the latest date and time to which
the Offer has been extended (the "Expiration Date"). Tenders of Depositary
Shares pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless accepted for exchange by the Trust, may be withdrawn
at any time after 40 business days after ________, 1995. Depositary Shares not
accepted because of proration will be returned to the tendering holders at
Holdings' expense as promptly as practicable following the Expiration Date.
Consummation of the Offer is conditioned on, among other things, (i) receipt
of at least 15,000,000 validly tendered Depositary Shares (which condition may
be waived by the Trust) and (ii) tenders by a sufficient number of holders of
Depositary Shares such that there be at least 400 record or beneficial owners of
Preferred Securities to be issued in exchange for such Depositary Shares (which
condition may not be waived).
The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Depositary Shares and promptly return all Depositary Shares upon the failure
_______________
(sm) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
of any of the conditions specified above or in "The Offer--Conditions to the
Offer" in the Prospectus, (ii) waive any condition to the Offer and accept all
Depositary Shares previously tendered pursuant to the Offer, (iii) extend the
Expiration Date of the Offer and retain all Depositary Shares tendered pursuant
to such Offer until the expiration date, subject, however, to all withdrawal
rights of holders, see "The Offer--Withdrawal of Tenders", (iv) amend the terms
of the Offer or (v) modify the form of the consideration to be paid pursuant to
the Offer. Any amendment applicable to the Offer will apply to all Depositary
Shares tendered pursuant to the Offer. The minimum period during which Offer
must remain open following material changes in the terms of the Offer or the
information concerning the Offer, other than a change in the percentage of
securities sought or the price, depends upon the facts and circumstances,
including the relative materiality of such terms or information. See "The
Offer--Expiration Date; Extensions; Amendments; Termination" in the Prospectus.
The purpose of the Offer is to refinance the Depositary Shares with the
Preferred Securities and to achieve certain tax efficiencies.
The Prospectus and Letter of Transmittal contain important information which
should be read before any action is taken by holders of Depositary Shares.
Tenders may be made only by a properly completed and executed Letter of
Transmittal and in conformance with the terms thereof and of the Prospectus.
Holdings will pay to Soliciting Dealers (as defined in the Prospectus)
designated by the record or beneficial owner, as appropriate, of Depositary
Shares a solicitation fee of $0.50 per Depositary Share validly tendered and
accepted for exchange pursuant to the Offer, subject to certain conditions.
Soliciting Dealers are not entitled to a solicitation fee for Depositary Shares
beneficially owned by such Soliciting Dealer.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Prospectus and is incorporated herein by reference.
The Prospectus and the related Letter of Transmittal are first being sent to
holders of Depositary Shares on ________, 1995 and are being furnished to
brokers, dealers, banks and similar persons whose names, or names of whose
nominees, appear on the lists of holders of the Depositary Shares or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Depositary
Shares.
Any questions or requests for assistance may be directed to the Information
Agent and the Dealer Managers at the addresses and telephone numbers set forth
below. Requests for copies of the Prospectus or of the Letter of Transmittal or
the Notice of Guaranteed Delivery may be directed to MacKenzie Partners, Inc.,
the Information Agent, at (800) 322-2885, and copies will be forwarded promptly
at Holdings' expense. Shareholders may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
Banks and Brokers Call Collect: (212) 929-5500
or
All Others Call Toll Free: (800) 322-2885
The Exchange Agent for the Offer is:
First Chicago Trust Company of New York
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By Hand or Overnight Courier:
Attention: Tenders and Exchanges
Suite 4780-RNH
14 Wall Street
8th Floor
New York, New York 10005
By Mail:
(registered or certified mail recommended)
Attention: Tenders and Exchanges
Suite 4660-RNH
P.O. Box 2559
Jersey City, New Jersey 07303-2559
By Facsimile Transmission:
(For Eligible Institutions Only)
(201) 222-4720 or 4721
Confirm Receipt of Notice of Guaranteed Delivery
by Telephone:
(201) 222-4707
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
World Financial Center
North Tower - Seventh Floor
New York, New York 10281
(212) 236-4565 (collect)
Lehman Brothers Morgan Stanley & Co. Incorporated
3 World Financial Center 1221 Avenue of the Americas
New York, New York 10285 New York, New York 10020
(800) 438-3242 (Toll-Free) (800) 422-6464 ext. 6620 (Toll-Free)
PaineWebber Incorporated Smith Barney Inc.
1285 Avenue of the Americas 388 Greenwich Street
New York, New York 10019 New York, New York 10013
(800) 324-0210 (Toll-Free) (212) 723-7599 (collect)
________, 1995
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