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RJR Nabisco Holdings Corp.
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[RJR Nabisco logo]
RJR Nabisco Logo
News Release
Contact: Carol Makovich
(212) 258-5785
RJR NABISCO COMMENT ON
CONSENT SOLICITATION
NEW YORK, NEW YORK -- February 20, 1996 -- RJR Nabisco Holdings
Corp. (NYSE:RN) said today, that pursuant to the procedures set forth in
its by-laws, an independent inspector of elections will review Brooke
Group's assertion that it received consents from shareholders representing
a majority of the company's voting stock on the spin-off and by-law
proposals. The results of that review will be announced promptly upon
completion, which may take up to three weeks.
In addition, the company released the following statement from
Steven F. Goldstone, president and chief executive officer, regarding the
results of the consent solicitation:
"Whatever the final vote tally, what's clear to us is
that our shareholders have reiterated their support for what we
are already committed to: a spin-off of Nabisco. It's a
message we take seriously. We are committed to achieving a
spin-off as soon as we think we can be successful and we are
working towards that goal. In the meantime, our management and
board of directors will seek to strengthen the company's
fundamentals and continue to explore other ways to make use of
RJR Nabisco's earnings and cash flows to reward our
shareholders.
"The vote does not change the board's fiduciary
obligation to protect all shareholders' interests. In our
view, effecting an immediate spin-off is inconsistent with that
obligation.
"It's also important to keep in mind that an affirmative
vote on a non-binding referendum does not mean our shareholders
want to be bound to Bennett LeBow.
"As for the by-law vote, many of our institutional
shareholders have established voting policies regarding
corporate governance issues and we certainly understand their
reasons for supporting the by-law proposal. We are confident
that these same shareholders will not allow LeBow or another
minority group to use this by-law to take advantage of the
company or its shareholders."
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