[Form of letter to employees]
January 4/5, 1996
Dear Colleague:
Over the weekend, Bennett LeBow and Carl Icahn began mailing materials to RJR
Nabisco shareholders soliciting their consents for an immediate spin-off of
Nabisco, which our company's board believes would undermine -- not increase --
share value.
In a few days, the company will be mailing its own materials on this matter.
In the meantime, if you own shares in the company, we advise you NOT to
sign or return any of the BLUE consent cards sent to you by the LeBow/Icahn
group or its agents, including Brooke Group.
If you have already sent in the BLUE card -- with the "DOES NOT CONSENT" box
checked off -- you can still return the company's YELLOW card when you receive
the RJR Nabisco materials.
Sincerely,
Charles A. Blixt/John F. Manfredi
In connection with the interoffice memorandum distributed today, the
Securities and Exchange Commission requires RJR Nabisco to provide the
following additional information:
RJR Nabisco Holdings Corp. will be soliciting revocations of consents to the
proposals of Brooke Group, Ltd. The following individuals may be deemed to be
participants in the solicitation of revocations of consents by RJR Nabisco
Holdings Corp.: RJR Nabisco Holdings Corp.; John T. Chain, Jr.; Julius L.
Chambers; John L. Clendenin; Steven F. Goldstone; H. John Greeniaus; Ray J.
Groves; Charles M. Harper; James W. Johnston; John G. Medlin, Jr.; Robert S.
Roath; Rozanne L. Ridgway; and Huntley R. Whitacre. As of December 6, 1995,
Mr. Chain is the beneficial owner of 8,393 shares of the company's common
stock; Mr. Chambers is the beneficial owner of 6,393 shares of the company's
common stock; Mr. Clendenin is the beneficial owner of 6,846 shares of the
company's common stock; Mr. Goldstone is the beneficial owner of 16,529 shares
of the company's common stock; Mr. Greeniaus is the beneficial owner of
126,308 shares of the company's common stock; Mr. Groves is the beneficial
owner of 7,000 shares of the company's common stock; Mr. Harper is the
beneficial owner of 524,882 shares of the company's common stock; Mr. Johnston
is the beneficial owner of 114,381 shares of the company's common stock; Mr.
Medlin is the beneficial owner of 7,259 shares of the company's common stock;
Mr. Roath is the beneficial owner of 44,205 shares of the company's common
stock; Mr. Ridgway is the beneficial owner of 6,393 shares of the company's
common stock; and Mr. Whitacre is the beneficial owner of 27,891 shares of the
company's common stock.
