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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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International Place
BROOKE GROUP LTD. 100 S.E. Second Street
Miami, Florida 33131
February 5, 1996
SPINOFF UPDATE
YOUR FUTURE IS IN YOUR HANDS
To Our Fellow RJR Nabisco Stockholders:
IT'S NOW OR NEVER. THE TIMING OF THE SPINOFF HAS BECOME A MOVING TARGET.
On October 30, Chairman Harper told Dow Jones that he wouldn't consider a
spinoff until late 1996 or early 1997, possibly 1998, if a spinoff jeopardized
investment-grade ratings of the Company's bonds. In a mere five weeks after
Chairman Harper's 1996 teaser, Mr. Goldstone, upon his appointment as Chief
Executive Officer, was quoted in the Wall Street Journal on December 6, 1995 as
follows: "I see a confluence of events taking place at 1998--a strengthening of
the tobacco business to the point we could see spinning it off on an
investment-grade basis and clarifying the tobacco litigation situation to the
point that the risk MIGHT become manageable (emphasis supplied)." DETERMINATION
OF THE SPINOFF TARGET DATE HAS SUDDENLY SHIFTED AWAY FROM THE FINANCIAL POSITION
OF THE COMPANY TO RESOLUTION OF ITS LITIGATION MORASS.
RJR Nabisco has no real target date for a spinoff. Do
not be fooled by the "promises" to spin off Nabisco "in the
future." If you read carefully management's January 25
statement on the subject, you will see that RJR Nabisco has
not made any real promise:
"As the litigation environment IMPROVES, the
Company EXPECTS it will be able to CONSIDER a
spin-off in 1998 (emphasis supplied)."(superior1)
TRANSLATED, IT MEANS: IF the legal situation gets better,
RJR Nabisco will PROBABLY be in a position to THINK ABOUT
spinning off Nabisco two years from now. IN OTHER WORDS,
DON'T COUNT ON IT. Forty years of tobacco litigation is
indicative of the fact that such litigation will not go
away. Delay serves no one. WITHOUT A COMMITTMENT FOR AN
IMMEDIATE SPINOFF, NOTHING MAY EVER HAPPEN.
TELL THE BOARD OF DIRECTORS THAT YOU WANT A SPINOFF NOW AND WILL
NOT TOLERATE MORE EMPTY "PROMISES".
YOUR STOCK VALUE IS IN JEOPARDY
AS YOU CAN SEE FROM OUR GRAPH, EVERY MAJOR POSITIVE MOVE IN THE STOCK PRICE
SINCE AUGUST FOLLOWS THE PROGRESS OF BROOKE'S CONSENT SOLICITATION, WHILE
DECLINES REFLECT THE COMPANY'S POOR OPERATING PERFORMANCE.
[Graphical Representation of Chart]
Date Stock Price Comments
---- ----------- --------
8/28/95 26.75
8/29/95 27.75 Brooke receives FTC clearance.
8/30/95 28.75
8/31/95 28.5
9/1/95 28.5
9/5/95 28.125
9/6/95 28.5
9/7/95 29.25
9/8/95 29
9/11/95 28.625
9/12/95 28.5
9/13/95 28.625
9/14/95 28.375
9/15/95 29.5
9/18/95 30.375
9/19/95 30.875
9/20/95 33 Icahn seeks FTC clearance.
9/21/95 32.375
9/22/95 32.25
9/25/95 32
9/26/95 32.125
9/27/95 32.625
9/28/95 32.75
9/29/95 32.5
10/2/95 32.125
10/3/95 32.375
10/4/95 32.875
10/5/95 33.375
10/6/95 33
10/9/95 32.125
10/10/95 32.125
10/11/95 32.25
10/12/95 32.125
10/13/95 32.625
10/16/95 32.75
10/17/95 32.625
10/18/95 32.125
10/19/95 32.375
10/20/95 32.375
10/23/95 31.875
10/24/95 29.25 RJRN discloses third quarter earnings.
10/25/95 30
10/26/95 29.625
10/27/95 30
10/30/95 30.75
10/31/95 30.875
11/1/95 30.25
11/2/95 30
11/3/95 30.25
11/6/95 29.5
11/7/95 29.25
11/8/95 29.75
11/9/95 29.625
11/10/95 29.375
11/13/95 29.75
11/14/95 30
11/15/95 29.875
11/16/95 29.5
11/17/95 29.75
11/20/95 29.75
11/21/95 29.375
11/22/95 29.125
11/24/95 29.25
11/27/95 29.25
11/28/95 29
11/29/95 29
11/30/95 29.125
12/1/95 28.5
12/4/95 29.375
12/5/95 30.25 Harper resigns and Goldstone appointed as CEO.
12/6/95 30.625
12/7/95 30.75
12/8/95 30.625
12/11/95 30.75
12/12/95 30.875
12/13/95 31.125
12/14/95 31.5
12/15/95 31.5
12/18/95 31.25
12/19/95 31.125
12/20/95 30.5
12/21/95 30.375
12/22/95 30.125
12/26/95 30.25
12/27/95 30.25
12/28/95 30.375
12/29/95 30.75 Consent initiated.
1/2/96 30.5
1/3/96 30.375
1/4/96 31.25
1/5/96 31.125
1/8/96 31.5
1/9/96 31.375
1/10/96 31.375
1/11/96 31.75
1/12/96 32.75
1/15/96 32.75
1/16/96 32.75
1/17/96 33
1/18/96 33.25
1/19/96 33.375
1/22/96 33.875
1/23/96 34
1/24/96 33.875
1/25/96 34.125
1/26/96 34.375
1/29/96 34 RJRN discloses fourth quarter earnings.
1/30/96 33.675
1/31/96 32.5
2/1/96 33
2/2/96 32.675
GARY BLACK, the #1 tobacco analyst, has just valued a spinoff at $44 PER SHARE
and sees a DOWNSIDE OF $29 per share if Brooke Group loses.(superior2) MICHAEL
PRICE, a respected value investor, recently announced that he would support our
spinoff proposal and estimated that a spinoff is worth $45-50 PER SHARE or $55
with Nabisco sold.(superior3) WHERE DO YOU THINK THE STOCK PRICE WOULD BE
WITHOUT OUR INVOLVEMENT IN RJR AND WITHOUT AN IMMEDIATE SPINOFF?
THIS IS YOUR LAST CHANCE
YOUR VIEWS CAN NOT BE IGNORED. We believe that the RJR Nabisco Board has no
choice but to spin off Nabisco if the stockholders support our spinoff proposal.
Do not lose this opportunity to increase the value of your investment.
Brooke Group has determined that it will end its solicitation on FEBRUARY 15 in
order to give the Board of Directors time to commit to an immediate spinoff
before the upcoming annual meeting. REMEMBER, YOU MUST RETURN THE BLUE CONSENT
CARD BY FEBRUARY 15, 1996 IN ORDER TO ASSURE THAT YOUR VOTE WILL BE COUNTED.
Send the Board of Directors the strongest possible message that you support the
spinoff proposal by signing, dating and returning the enclosed Blue consent
card. If you do not, you have in effect voted against the spinoff. Thank you for
your continued support.
Very truly yours,
BENNETT S. LEBOW
Chairman of the Board, President
and Chief Executive Officer
P.S. If you have any questions or comments about our solicitation or need a copy
of our Consent Statement, please call Georgeson & Company Inc. at
1-800-SPINOFF. If you are interested in gaining access to information about
this solicitation on the World Wide Web, use http://www.georgeson.com.
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1. Schedule 14A filed by RJR Nabisco with the Securities and Exchange
Commission.
2. Sanford Bernstein research report, January 30, 1996.
The report assumes that a post spinoff Nabisco would be worth $22 per
share (based upon the market value of Nabisco at the time of the report)
and a price per share of post spinoff RJR Nabisco of $22 per share (based
upon a 7.5% yield of a $1.65 dividend and a Cash P/E Ratio of 8.3). The
downside of $29 assumes a $1.65 dividend valued at RJR Nabisco's highest
relative dividend yield above the S&P yield.
3. Barron's, January 22, 1996.
APPENDIX
[Pursuant to Rule 304 of Regulation S-T]
Page 2 contains a description in linear form of a graph, appearing under the
section entitled "Your Stock Value is in Jeopardy", which represents in Dollars
the change in stock price of RJR Nabisco Holdings Corp. for the period
commencing August 28, 1995 and ending February 2, 1996, which graph is contained
in paper format of this stockholder letter being sent to stockholders.