RJR Nabisco Has Last Meeting on Upbeat Note

WINSTON-SALEM, N.C. — Presiding over the last annual meeting of tobacco and food behemoth RJR Nabisco Holdings Co., Chairman Steven Goldstone said Wednesday that the $8-billion sale of international tobacco operations allowed a split into “two companies that are in really good shape.”

Goldstone, ending a tumultuous era storied in the movie and book “Barbarians at the Gate,” called his experience at the helm “an interesting ride.”

“All’s well that ends well,” he said.

Shareholders of RJR Nabisco, maker of Camel cigarettes and Chips Ahoy cookies, will get one share in the new publicly traded R.J. Reynolds Tobacco Co. for every three shares of RJR Nabisco they own, RJR’s board decided in approving the spinoff.

As part of the plan, RJR holders will also exchange three RJR shares for three shares in Nabisco Group Holdings--the new holding company’s name for RJR’s 80.5% stake in food company Nabisco Holdings Corp., a spokeswoman said.

New York-based RJR’s R.J. Reynolds Tobacco unit is the second-largest U.S. cigarette manufacturer, while its Nabisco Holdings Corp. unit is a leading maker of cookies and crackers.

Goldstone said the spinoff was made possible through the just-completed $8-billion sale of RJR’s international tobacco operations to Japan Tobacco Inc.

RJR Nabisco’s New York headquarters will close within six months and the 100 jobs there will be eliminated. Those jobs are mostly in finance, law and public relations, Goldstone said.

James Kilts, chief executive of Nabisco, told shareholders that Nabisco has gotten its fundamentals in place and is positioned as an independent company for long-term growth.

Shares of RJR Nabisco closed up 38 cents at $28.75 on the New York Stock Exchange.