Originally created 02/18/99

RJR chairman: International tobacco business top priority

NEW YORK -- The top official at RJR Nabisco Holdings Corp. says finding a way to make its international tobacco business bigger and more competitive is the company's top priority for the first half of this year.

But Steven Goldstone, the chairman and chief executive of the No. 2 U.S. tobacco company, declined in a private meeting with analysts on Wednesday to say whether a joint venture, selling the business or some other transaction was the most likely course.

Jason Wright, a spokesman for the New York-based conglomerate that makes Winston and Camel cigarettes, said Goldstone also indicated no spinoff was imminent of RJR's 80.6 percent stake in Nabisco Holdings Corp., maker of Oreo cookies and Planters nuts.

Goldstone's appearance before a securities analysts' group in Naples, Fla., came as financier Carl Icahn is again pressing RJR to proceed with spinning off the remaining Nabisco stake to RJR shareholders.

Icahn disclosed in a filing this week with the Securities and Exchange Commission that he boosted his stake in RJR to 7.7 percent from 5.6 percent late last year, buying 3.6 million shares between Jan. 26 and Feb. 12.

He is considering filing a slate of nominees for the board and has until March 12 to do so. Icahn failed three years ago in a similar proxy fight.

Wright said Goldstone told the analysts he was not managing the company based on the possibility of a proxy fight for control from Icahn or anyone else.

Goldstone has previously indicated that RJR's international tobacco business isn't big enough to compete on its own and is looking for a transaction that would "enhance the scale" of the operation.

Some analysts say a sale of the business is the most likely course, and analyst Martin Feldman of Salomon Smith Barney has estimated the business is worth about $5.8 billion.

Wright said Goldstone told the analysts he has been talking with a number of companies and interested parties about the international tobacco business and that the discussions have given him "a sense of comfort" that something can be done within six months.

Goldstone also told the analysts that last fall's agreement, under which the major tobacco makers agreed to pay $206 billion over 25 years to settle 46 states' claims for the costs of treating sick smokers, gave him more flexibility to pursue ways to enhance the value of RJR.

"He said he was exploring the options, but wasn't going to give any specifics," Wright said.

Feldman suspects Goldstone may be considering selling all or part of the food business stake rather than spinning it off to RJR shareholders.

Wright said Goldstone indicated he didn't think a spinoff of the food business stake was imminent. The company has said the legal environment isn't right for a spinoff.

A spinoff could draw suits by people who feel it would improperly diminish the remaining company's ability to pay health claims involving smoking.

David Adelman, analyst for Morgan Stanley Dean Witter, said that despite the settlement with the states, tobacco companies still face a class-action suit in Florida on behalf of smokers, the possibility of a federal lawsuit for health costs tied to smoking-related diseases and union health fund claims for health costs reimbursement.

But Feldman said a sale of the food business would be different because it would generate money for RJR and defeat claims that the deal had left the tobacco company in a weaker financial state.

In trading Wednesday on the New York Stock Exchange, RJR shares fell 18Ü cents to $25.81¨.


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