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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
/X/ Definitive additional materials
/ / 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 STILL PROCESSING UNUSUALLY HEAVY TURNOUT
IN RJR CONSENT SOLICITATION
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MIAMI, FL, February 16, 1996--Brooke Group Ltd. (NYSE: BGL) announced today
that it is still processing the large volume of consents it has received in
support of its proposals to immediately spin off the Nabisco (NYSE: NA) food
business to RJR Nabisco (NYSE: RN) shareholders and to restore the previous
right of RJR shareholders to call special meetings.
Brooke said that it expects to announce the vote count on Tuesday,
February 20, 1996.
"We are very pleased by the unusually heavy turnout in this shareholder
referendum, but the complex, largely manual tabulation process will prevent us
from completing the processing of all of the hundreds of thousands of consents
we have received for another day or two," said Bennett S. LeBow, Brooke
Chairman and CEO.
Brooke Group is a holding company which controls Liggett Group, tobacco and
real estate operations in the former Soviet Union and has a substantial equity
interest in New Valley Corp.
