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SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by registrant / /
Filed by a party other than the registrant /x/ / / Confidential,
for Use of the
Commission Only
Check the appropriate box: (as permitted by
/ / Preliminary consent statement Rule 14a-6(e)(2))
/ / Definitive consent statement
/ / Definitive additional materials
/X/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RJR NABISCO HOLDINGS CORP.
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(Name of Registrant as Specified in its Charter)
BROOKE GROUP LTD.
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(Name of Person(s) Filing Consent Statement)
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Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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.
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/ / 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: _________________
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FOR IMMEDIATE RELEASE
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Contact: George Sard/Anna Cordasco/Paul Caminiti
Sard Verbinnen & Co
212/687-8080
BROOKE GROUP LTD. LOWERS THRESHOLD NECESSARY
FOR STOCKHOLDERS TO CALL SPECIAL MEETINGS
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MIAMI, FL, December 5, 1995 -- Brooke Group Ltd. (NYSE: BGL) announced
today that it has amended its by-laws to reduce the threshold necessary for
stockholders to call special meetings from 50% to 25% of the outstanding shares.
Pursuant to the by-law amendment, Brooke's Secretary is now required to call a
special meeting of stockholders upon the request, in writing, of at least 25% of
the outstanding shares of stock of the Corporation entitled to vote at such
meeting.
"When we called on RJR Nabisco to restore to its stockholders the right to
call special meetings -- a right which the RJR Nabisco Board secretly eliminated
in August -- some people pointed out that Brooke's by-laws required a 50% vote
to call special meetings, while RJR Nabisco's former by-law had required only
25%," said Bennett S. LeBow, Chairman and Chief Executive Officer. "We reviewed
the situation and determined that 25% is a more appropriate threshold to empower
stockholders. We obviously feel that RJR Nabisco should follow our example and
should reinstate the special meeting rights which its stockholders previously
enjoyed."
Brooke Group is a holding company which controls Liggett Group Inc.,
tobacco and real estate operations in the former Soviet Union and has a
substantial equity interest in New Valley Corporation.
CERTAIN ADDITIONAL INFORMATION: Brooke Group Ltd. ("Brooke Group") will be
soliciting consents for the proposals set forth in its Preliminary Consent
Statement currently on file with the Securities and Exchange Commission. The
following persons may be deemed to be participants in the solicitation by Brooke
Group: Brooke Group, BGLS Inc. ("BGLS"),
-more-
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2
Liggett Group Inc. ("Liggett"), Bennett S. LeBow, Andrew E. Balog, Marc N. Bell,
Robert J. Eide, Karen Eisenbud, J. Bryant Kirkland, III, Richard J. Lampen,
Howard M. Lorber, Robert M. Lundgren, Jeffrey S. Podell and Gerald E. Sauter.
Brooke Group beneficially owns, directly, 200 shares of RJR Nabisco Common
Stock. Brooke Group beneficially owns 100% of the outstanding capital stock of
BGLS, which beneficially owns 100% of the outstanding capital stock of Liggett.
Liggett beneficially owns, directly, 200 shares of RJR Nabisco Common Stock and
1,000 shares of Class A Common Stock of Nabisco Holdings Corp. In addition, BGLS
directly and indirectly owns 618,326 Class A Senior Preferred Shares
(approximately 56% of such class), 250,885 Class B Preferred Shares
(approximately 9% of such class), and 79,794,229 Common Shares (approximately
42% of such class) of New Valley Corporation, which owns all of the outstanding
capital stock of ALKI Corp., which beneficially owns, directly, 4,892,550 shares
of RJR Nabisco Common Stock, or approximately 1.8% of the outstanding RJR
Nabisco Common Stock. Bennett S. LeBow, who is the Chairman of the Board,
President and Chief Executive Officer of Brooke Group, BGLS and ALKI, may be
deemed to be the beneficial owner of 10,521,208 shares of common stock of Brooke
Group, or approximately 56.8% of Brooke Group's outstanding common stock. Mr.
Lampen currently beneficially owns, directly, 2,000 shares of RJR Nabisco Common
Stock. To the best of Brooke Group's knowledge, none of the other persons who
may be deemed participants currently own any shares of RJR Nabisco stock.
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