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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.
(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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Confidential Draft--12/20/95--5:44 PM
FOR IMMEDIATE RELEASE
Contact: George Sard/Anna Cordasco/Paul Caminiti
Sard Verbinnen & Co
212/687-8080
BROOKE GROUP INTENDS TO REQUEST JANUARY 12, 1996
AS RECORD DATE FOR RJR NABISCO CONSENT SOLICITATION;
WARNS THAT TRADES SETTLED AFTER DECEMBER 29 MAY NOT HAVE
VOTING RIGHTS, DEPENDING ON RECORD DATE SET BY RJR NABISCO
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MIAMI, FL, December 21, 1995--Brooke Group Ltd. (NYSE: BGL) announced
today, in a letter to shareholders of RJR Nabisco (NYSE: RN), that it intends to
request January 12, 1996 as the record date for its proposal to spin off Nabisco
(NYSE: NA).
However, based on the provisions of RJR Nabisco's by-laws, no assurance can
be given that the Board will honor Brooke's request, and the record date could
therefore be set by RJR Nabisco before or after January 12, 1996. Accordingly,
Brooke warned RJR Nabisco shareholders in the letter that trades settled after
December 29, 1995 cannot be assured of having voting rights in Brooke's consent
solicitation.
The full text of the letter follows:
Steven F. Goldstone, the newly appointed Chief Executive Officer of the
Company, asserted in a letter to you dated December 19, 1995 that he
expected that RJR Nabisco's businesses "should blossom again in 1996". On
December 5, 1995, however, he stated that the Company's bleak "earnings
projections for 1996 haven't changed since they were lowered in October".
He repeated this same dreary projection on December 11, 1995 at a meeting
with more than 100 securities analysts. From an arid earnings landscape,
we now have an incredible blossoming. What has changed in the past few
days? Nothing fundamental that we can see has changed, other than Mr.
Goldstone's new rosy projections.
To us, the flip-flop in his earnings forecast and eagerness to promise a
rosy future do not engender confidence in his predictions. Indeed, while
Mr. Goldstone assures us that "the steps necessary to position Nabisco
for a spinoff have been taken", he continues to put off the spinoff
indefinitely. Litigation, he says is "at an unprecedented high level"
with "untested" cases, but if, as he "expects", the litigation
environment "improves" in the future there may be a spinoff in 1998. With
40 years of successful tobacco litigation behind RJR Nabisco, he wants to
add two or three more years of successful experience. Why? With success
expected, there is no need to hesitate. The future is bound to bring more
"untested" cases and more uncertainty.
We believe that the Board and Mr. Goldstone are waiting for stockholders
to tell them to spin off Nabisco. Until then, there will be no action.
Mr. Goldstone has no previous managerial or industry experience and has
spent his entire career as an attorney at a major New York law firm
specializing in corporate restructurings and litigation. We believe Mr.
Goldstone's legal experience makes him eminently qualified to act as a
"caretaker", overseeing the spinoff and any ongoing tobacco litigation.
We also believe that Mr. Goldstone and the Board will act responsively
when the stockholders demonstrate their wish to immediately spin off
Nabisco.
You will soon have a chance to express your preference for a spinoff. We,
at Brooke Group, will be asking the Company's Board of Directors to fix a
record date to determine which stockholders will be entitled to consent
to our proposals to spin off Nabisco and to amend certain recently
adopted by-laws. We expect to ask the Board to set January 12, 1996 as
the record date. Given the Board's propensity to manipulate its corporate
governance machinery and the way the new by-law provisions operate, no
assurance can be given that the Board will honor our request, as it
should.
You will not be entitled to vote any shares you have acquired (or which
have settled) after the record date. You may ask: when will the record
date be if the Board does not accept January 12, 1996? We have no idea
and no control. Only the Board can set the exact date, and under the new
by-laws may choose any day during the 20-day period beginning on the day
they receive our request. However, you can be assured that you will have
at least until December 29, 1995 to settle trades.
You have heard many times from the Company that it has taken the steps
necessary to position Nabisco for a spinoff. We believe that the Board of
Directors will continue to oppose an immediate spinoff until you vote to
tell the Board that you want it now. You will soon have a chance to act.
If you have any questions or comments about the record date, please call
Georgeson & Company Inc. at 1-800-223-2064.
We, at Brooke Group, wish you a joyous holiday season and a happy new
year.
Very truly yours,
Bennett S. LeBow
Chairman of the Board, President
and Chief Executive Officer
P.S. If you are interested in gaining access to information about our
solicitation on the World Wide Web, use http://www.georgeson.com.
Brooke Group is a holding company which controls Liggett Group Inc.,
tobacco and real estate operations in the former Soviet Union and has a
substantial equity interest in New Valley Corporation.
CERTAIN ADDITIONAL INFORMATION: Brooke Group Ltd. ("Brooke Group") will be
soliciting consents for the proposals set forth in its Preliminary Consent
Statement currently on file with the Securities and Exchange Commission. The
following persons may be deemed to be participants in the solicitation by Brooke
Group: Brooke Group, BGLS Inc. ("BGLS"), Liggett Group Inc. ("Liggett"), New
Valley Corporation ("New Valley"), Bennett S. LeBow, Andrew E. Balog, Marc N.
Bell, Robert J. Eide, Karen Eisenbud, J. Bryant Kirkland, III, Richard J.
Lampen, Howard M. Lorber, Robert M. Lundgren, Jeffrey S. Podell, Gerald E.
Sauter, High River Limited Partnership ("High River") and Carl C. Icahn. Brooke
Group beneficially owns, directly, 200 shares of RJR Nabisco Common Stock.
Brooke Group beneficially owns 100% of the outstanding capital stock of BGLS,
which beneficially owns 100% of outstanding capital stock of Liggett. Liggett
beneficially owns, directly, 200 shares of RJR Nabisco Common Stock and 1,000
shares of Class A Common Stock of Nabisco Holdings Corp. In addition, BGLS
directly and indirectly owns 618,326 Class A Senior Preferred Shares, 250,885
Class B Preferred Shares and 79,794,229 Common Shares, or approximately 56% of
the outstanding Class A Senior Preferred Shares, 9% of the Class B Preferred
Shares and 42% of the Common Shares, of New Valley, which owns all of the
outstanding capital stock of ALKI Corp., which beneficially owns, directly,
4,892,550 shares of RJR Nabisco Common Stock, or approximately 1.8% of the
outstanding RJR Nabisco Common Stock. Bennett S.LeBow, who is the Chairman of
the Board, President and Chief Executive Officer of Brooke Group, BGLS and ALKI,
may be deemed to be the beneficial owner of 10,521,208 shares of common stock of
Brooke Group, or approximately 56.8% of Brooke Group's outstanding common stock.
Mr. Lampen currently beneficially owns, directly, 2,000 shares of RJR Nabisco
Common Stock. High River beneficially owns directly 8,013,000 shares of RJR
Nabisco Common Stock, and therefore, Mr. Icahn may be deemed to beneficially
own, indirectly, such 8,013,000 shares of RJR Nabisco Common Stock. To the best
of Brooke Group's knowledge, none of the other persons who may be deemed
participants currently own any shares of RJR Nabisco stock.
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