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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.
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(2) Aggregate number of securities to which transaction applies:
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(5) Total fee paid:
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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
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<PAGE>
Attention RJR Nabisco Shareholders:
IT'S NOW OR NEVER
FOR NABISCO
We have the key to unlock the value of Nabisco--a firm commitment from
tobacco plaintiffs NOT to try to enjoin a spinoff IF Brooke's directors are
elected to the RJR Board. IF YOU WANT A NABISCO SPINOFF NOW, THIS IS YOUR ONLY
CHANCE.
HOWEVER...
- -- If you really believe the tobacco companies will win every case against
them for the next 25 years
- -- If you really believe the 60 law firms representing the nationwide
Castano class will go away
- -- If you really believe none of the 5 grand juries investigating tobacco
will issue any indictments
- -- If you really believe all the state Attorneys General trying Medicaid
cases will lose interest
- -- If you really believe the FDA will say it's OK to market tobacco to
children
- -- If you really believe no more Philip Morris or other whistleblowers will
come forward
- -- If you really believe their testimony will make no difference in any of
these cases
- -- If you really believe RJR Nabisco's current Board will spin off Nabisco
any time soon
...THEN TURN THE PAGE.
BUT IF YOU DONT BELIEVE THIS FANTASY, READ ON:
You have a clear choice. You can have business as usual from the existing
Board. Or you can unlock the value in your shares and give RJ Reynolds a
future--by voting for Brooke. We pledge to give you:
- -- An immediate spinoff of Nabisco with NO injunction risk
- -- $2.35 a share in annual dividends (a $2 tobacco dividend + $0.35 on the
Nabisco spinoff)
- -- Ron Fulford, the man who turned around Imperial Tobacco, revitalizing RJ
Reynolds
- -- Improved corporate governance to protect shareholder rights
- -- First option to benefit from our favorable litigation settlement--which
would cost RJR Nabisco about a penny a pack--on terms approved by you, the
independent shareholders
IT'S UP TO YOU.
VOTE BROOKE GROUP. No matter how many shares you own, your vote is
important. Sign and mail the BLUE PROXY CARD to replace a do-nothing Board with
a Board that will work for you.
- ----------------------------------IMPORTANT------------------------------------
If you have any questions or comments, 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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