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SCHEDULE 14A INFORMATION
PROXY 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 proxy statement Rule 14a-6(e)(2))
/ / Definitive proxy 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 Proxy 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: ____________
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<PAGE>
BROOKE GROUP LTD.
International Place
100 S.E. Second Street
Miami, Florida 33131
April 3, 1996
To Our Fellow RJR Nabisco Stockholders:
IF YOU ELECT THE BROOKE GROUP NOMINEES, YOU WILL RECEIVE FOR EACH SHARE OF
RJR NABISCO YOU NOW HAVE (1) ABOUT $21* OF NABISCO STOCK AND (2) RJR TOBACCO
STOCK YIELDING $2.00 PER YEAR IN DIVIDENDS. The RJR management would rather
amuse you with "clever" advertisements than enrich you. Stripped of LeBow
baiting, their message is that no spinoff is possible, now or ever. BROOKE GROUP
CAN DELIVER AN IMMEDIATE SPINOFF OF NABISCO. No court approval is necessary. No
merger with Liggett is required. THERE ARE NO STRINGS ATTACHED.
<TABLE>
<CAPTION>
COMPARE THE ANSWERS TO THESE QUESTIONS BEFORE YOU VOTE:
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BROOKE RJR
<S> <C> <C>
Q. When will you spin off [ ] Immediately [ ] Probably never
Nabisco?
Q. What would I get in a [ ] $21* in Nabisco stock [ ] Management has no plan
spinoff? plus RJR tobacco stock
yielding $2.00
a year per share
Q. How much will my total [ ] $2.35 a year [ ] $1.85 a year
dividends be?
Q. What have you delivered [ ] 29% return per year [ ] Less than 0%
to shareholders in the
past five years?
Q. Has the threat to [ ] Yes [ ] No
enjoin the spinoff by
the Castano class been
removed?
Q. How big is your tobacco [ ] Protected by favorable [ ] Who knows? It keeps
litigation risk? settlements, which RJR getting worse
stockholders can vote
to obtain
Q. Who will run RJ [ ] Ron Fulford, the man [ ] The same old management,
Reynolds? who fixed Imperial watching market share erode
Tobacco and profits stagnate
Q. How much RJR stock do [ ] Over 18 million shares [ ] Current Board: less
you own? than 0.7 million shares
Q. What will you do for [ ] Improve corporate [ ] A silent committee with
shareholder rights? governance no program, plus golden
parachutes, plus director
pensions
Q. WHICH CHOICE IS BEST [X] BROOKE'S BLUE PROXY [ ] RJR'S WHITE PROXY
FOR ME?
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</TABLE>
THE CHOICE IS CLEAR -- VOTE WITH BROOKE GROUP
<PAGE>
Only a few weeks ago, incumbent management told you that the Castano class
action and the Medicaid lawsuits were the disturbing clouds on the horizon that
prevented an immediate spinoff. After our settlement, they now see dire storm
warnings from new and novel litigants and theories. WHAT THEY NOW ADMIT BY
TELLING US OF THEIR NEW LITIGATION "SECOND-SIGHT" IS THAT THERE WILL NEVER BE,
FOR THEM, A WINDOW OF OPPORTUNITY. They suffer from paralysis, clowning for your
votes rather than acting in your interests. THIS IS A "ME TOO" MANAGEMENT,
FOLLOWING PHILIP MORRIS AS ITS LEADER, DESTINED TO PAY TRIBUTE BY CONCEDING
MARKET SHARE AT HOME AND ABROAD. RJR Nabisco's lagging stock price reflects the
consequences of being a poor follower. Followers are destined to lose their way.
WE AT BROOKE GROUP HAVE A CONSTRUCTIVE PLATFORM DESIGNED TO ENRICH THE
STOCKHOLDERS. We took the time and money to bring the case for an immediate
Nabisco spinoff to the stockholders. Management shouted that there would be an
injunction action from the Castano class. We came up with a solution for the
impediments that RJR management threw in the way. WE SETTLED THE LITIGATION AND
GOT A FREE PASS FOR A NABISCO SPINOFF IF YOU ELECT THE BROOKE SLATE. Whether or
not you agree with the settlement, it frees up Nabisco for immediate spinoff.
Neither court approval of the settlement nor a merger with Liggett are necessary
for the free pass. NO STRINGS ARE ATTACHED. IT'S NOW OR NEVER FOR A NABISCO
SPINOFF. A spinoff means enhanced value -- for both Nabisco and the tobacco
company.
WE HARNESSED OUR CREATIVITY FOR YOUR BENEFIT BY EXPENDING OUR PERSONAL
RESOURCES TO HIRE RON FULFORD, a leader in turn-around situations and an
experienced tobacco manager. His experience is particularly important to RJR,
whose competitive position with respect to Philip Morris closely resembles that
of Imperial Tobacco before Ron Fulford turned it around. WHEN RON FULFORD TOOK
THE HELM, IMPERIAL TOBACCO WAS A FALTERING #2 TO GALLAHER and had watched its
market share decline precipitously for years as a reversal of fortune and a
catch-up seemed improbable. RON FULFORD TURNED IT AROUND; RECAPTURING THE LOST
MARKET SHARE AND TRIPLING PROFITABILITY IN EIGHT YEARS.
The incumbent "me too" management now says that they will give you some
token participation in the corporate machinery. They have acted only after we
announced a full panoply of corporate governance proposals and the candidacy of
Dale Hanson to our slate.
The incumbent management has tried to fool you with its self-proclaimed
"good-guy" image. YET THIS SO-CALLED "GOOD-GUY" BOARD HAS FEATHERED ITS OWN NEST
WITH EXCESSIVE COMPENSATION AND IGNORED STOCKHOLDER RIGHTS. The Board paid
Chairman Harper $40 MILLION for performance that yielded less than your checking
account, granted themselves rich pensions of up to $60,000 A YEAR FOR 15 YEARS,
and allowed management to EXCHANGE MOSTLY OUT-OF-THE-MONEY OPTIONS for
in-the-money options. This same Board that freely gave away your money voted in
secret to deprive stockholders of their right to call a special meeting and has
ignored your mandate to spin off Nabisco immediately. IT IS TIME TO REPLACE THIS
MANAGEMENT THAT PROMOTES ITS OWN FINANCES AT YOUR EXPENSE.
The incumbent management does not act. It reacts and entertains rather than
performs. The stockholders of RJR Nabisco have the clearest choice in any
director election in this decade. THE CHOICE IS YOURS.
<PAGE>
Finally, we thought you might be interested in seeing a copy of the
advertisement that Brooke Group recently placed in The Wall Street Journal and
other major newspapers. The ad symbolizes our view that incumbent management is
ignoring you and the litigation risks we all face -- at your peril.
No matter how many shares you own, your support is important. Do not delay
in responding to this call for action. Now is the time to act. SIGN AND MAIL THE
ENCLOSED BLUE PROXY CARD TO REPLACE THE UNRESPONSIVE INCUMBENT BOARD.
Very truly yours,
BENNETT S. LEBOW
Chairman of the Board, President
and Chief Executive Officer
P.S. If you have any questions or comments about our solicitation, or if you
need a copy of our proxy material, please call Georgeson & Company Inc. at
1-800-SPINOFF. If you are interested in gaining access to information about
our solicitation on the World Wide Web, use HTTP://WWW.BROOKEGROUP.COM or
HTTP://WWW.GEORGESON.COM.
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* Based on current market prices. We believe that this value could rise to more
than $25 once Nabisco is free of RJR Tobacco (based on multiples of comparable
food companies of 10.5x EBITDA).
