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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
/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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/ / $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
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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
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International Place
100 S. E. Second Street
Miami, Florida 33131
305/579-8000 Fax 305/579-8001
[BROOKE GROUP LTD.]
April 10, 1996
To the Stockholders of RJR Nabisco:
RJR Nabisco is again trying to confuse its stockholders. Selectively
quoting from portions of deposition testimony given ten or more weeks ago by
certain of Brooke Group's director nominees, RJR Nabisco has been telling
stockholders that Brooke Group's nominees are not committed to spinning off
Nabisco and may not authorize the spinoff if elected. There is no merit and no
substance to these assertions.
Just what kind of game is RJR Nabisco playing? The depositions were taken
in January 1996, as part of RJR Nabisco's failed lawsuit to prevent Brooke Group
from conducting its consent solicitation. There was no proxy contest at the
time; the decision to run a slate of directors had not been made, and would not
be made until the results of the consent solicitation vote and RJR Nabisco's
response thereto were known.
Prior to the depositions, Steve Goldstone had misled us, as he had you, by
comments on November 20, 1995, in which he indicated that the incumbent board's
opposition to an immediate spinoff was based upon facts not known to Brooke
Group's nominees or the public. When the chief legal officer of RJR Nabisco (Mr.
Goldstone was RJR Nabisco's General Counsel at the time) makes that kind of
remark, you can't just ignore it; you can't simply assume the statement is
untrue. It wasn't until February 14, 1996, that Brooke Group's attorneys
defending RJR Nabisco's lawsuit -- who had to obtain a court order to get Mr.
Goldstone to appear -- had the opportunity to question Mr. Goldstone under oath
about his earlier comments. Mr. Goldstone then admitted that there was no secret
information; that all of the facts were known to the public; that no facts
material to the decision of whether or not to effect an immediate spinoff were
withheld from the public.
RJR Nabisco was playing lawyers' games at the depositions, and it is
playing those games with the stockholders today. For the benefit of all
stockholders, the declaration of the Nabisco spinoff must constitute valid
corporate action. A director nominee who commits irrevocably to take an action
without knowing the facts can be challenged. At the time RJR Nabisco took our
depositions, it had pointedly told us that we did not have all the facts
necessary to make a spinoff decision. Much as we favored an immediate spinoff,
we would not give self-serving testimony that might be used later to undermine
the validity of our actions as directors when implementing the immediate
spinoff. RJR Nabisco has taken conduct by Brooke Group's nominees which was
conceived to safeguard the interests of stockholders, by avoiding potential
challenges to the spinoff, and has tried to twist it into "evidence" that Brooke
Group's nominees will not implement the spinoff.
You should not be misled. Brooke Group's nominees are committed to an immediate
spinoff.
Our proxy statement was prepared weeks after the depositions to which RJR
Nabisco refers, and after Mr. Goldstone's deposition revealed the truth about
what was known to the public. In that proxy statement, which we approved for
dissemination in March 1996, we said unambiguously that Brooke Group's nominees
are committed to effecting an immediate spinoff and, upon election, will take
all steps required to effect an immediate spinoff. That is our pledge to you.
Sincerely,
/s/ ARNOLD I. BURNS /s/ BENNET S. LEBOW
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Arnold I. Burns Bennett S. LeBow
/s/ ROUBEN V. CHAKALIAN /s/ BARRY W. RIDINGS
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Rouben V. Chakalian Barry W. Ridings
/s/ ROBERT L. FROME /s/ WILLIAM H. STARBUCK
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Robert L. Frome William H. Starbuck
/s/ DALE M. HANSON /s/ PETER STRAUSS
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Dale M. Hanson Peter Strauss
/s/ RICHARD J. LAMPEN /s/ FREDERICK W. ZUCKERMAN
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Richard J. Lampen Frederick W. Zuckerman