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SCHEDULE 14A/A 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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ISS RECOMMENDS THAT SHAREHOLDERS SUPPORT
BROOKE'S SPINOFF PROPOSAL
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Institutional Shareholder Services ("ISS"), an investment research firm
that advises many major institutional investors, issued a report on February 6,
1996 supporting Brooke's consent proposal for an immediate spinoff of RJR
Nabisco's (NYSE: RN) Nabisco (NYSE: NA) food business to RJR Nabisco
shareholders. In addition, the ISS report supports Brooke's proposal to rescind
a bylaw change that the RJR Nabisco Board made in secrecy which eliminates the
ability of shareholders to call special meetings.
ISS said, in its report, "We recommend that shareholders CONSENT to the
spin-off proposal." ISS explained, "There is little guarantee that there will be
a better time for RJR to conduct a spin-off of its controlling interest in
Nabisco. Given that the company has expressed its belief that a spin-off is both
possible, beneficial, and legally defensible, it is hard to follow the company's
logic behind delaying the spin-off for a better time, especially in light of the
uninterrupted history of tobacco litigation."
With respect to RJR Nabisco's statements regarding the "true motives of
Messrs. LeBow and Icahn," ISS concluded: "...that regardless of who the
proponent may be, if the underlying nonbinding proposal is valid and in the best
interests of shareholders, it deserves wide support." ISS also recommended that
shareholders support Brooke's bylaw proposal, stating that RJR's previous action
to change the bylaw "...renders the bylaws that establish shareholder rights
meaningless and flies in the face of shareholder democracy."