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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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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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Brooke Group Ltd. International Place
100 S.E. Second Street
Miami, Florida 33131
[FORM OF MAILGRAM]
FEBRUARY 7, 1996
((TITLE)) ((FIRST NAME)) ((LAST NAME))
((JOB TITLE))
((COMPANY))
((ADDRESS))
((CITY)), ((STATE)) ((POST CODE))
DEAR FELLOW RJR NABISCO STOCKHOLDER:
THE FEBRUARY 15 CUTOFF DATE FOR OUR CONSENT SOLICITATION IS ONLY A FEW DAYS
AWAY. WE NEED YOUR SUPPORT TO SEND A CLEAR MESSAGE TO THE COMPANY THAT YOU WANT
TO SPIN OFF NABISCO NOW. REMEMBER:
THE BOARD MAY NEVER SPIN OFF NABISCO WITHOUT YOUR VOTE
- ------------------------------------------------------
THE BOARD HAS CONTINUED TO MAKE EMPTY PROMISES. IN A RECENT SEC FILING, RJR
NABISCO SAID: "AS THE LITIGATION ENVIRONMENT IMPROVES, THE COMPANY EXPECTS IT
WILL BE ABLE TO CONSIDER A SPINOFF IN 1998." IN OTHER WORDS, DON'T COUNT ON
RJR EVER SPINNING OFF NABISCO.
RJR NABISCO HAS BEEN THE WORST PERFORMING CIGARETTE STOCK
- ---------------------------------------------------------
YOUR INVESTMENT IN RJR NABISCO STOCK IS LANGUISHING. IT HAD A NEGATIVE RETURN
FROM THE INITIAL PUBLIC OFFERING (FEBRUARY 1, 1991) TO THE ANNOUNCEMENT OF
BROOKE'S INVOLVEMENT IN RJR (AUGUST 28, 1995). IT ALSO SUFFERED A 12% DECLINE IN
THE YEAR PRECEDING THIS ANNOUNCEMENT.
YOUR STOCK VALUE IS IN JEOPARDY
- -------------------------------
BROOKE BELIEVES AN IMMEDIATE SPINOFF WILL BENEFIT BOTH OF RJR'S BUSINESSES AND
SUBSTANTIALLY INCREASE YOUR STOCK PRICE. MANY RESPECTED INVESTORS AGREE WITH US.
WE ALSO BELIEVE RJR SHARES WILL FALL BACK INTO THE $20S IF OUR CONSENT
SOLICITATION FAILS.
ADDITIONALLY, THIS WEEK, INSTITUTIONAL SHAREHOLDER SERVICES (ISS) ISSUED ITS
REPORT IN FAVOR OF OUR PROPOSALS.
VOTE THE BLUE CARD NOW TO SUPPORT AN IMMEDIATE SPINOFF
- ------------------------------------------------------
YOU MUST DELIVER YOUR BLUE CARD BY THE CUTOFF DATE, FEBRUARY 15, 1996, TO BE
SURE YOUR VOTE IS COUNTED. REMEMBER, IF YOU DON'T VOTE, YOU HAVE VOTED AGAINST
THE SPINOFF PROPOSAL.
TIME IS SHORT. PLEASE CALL DON FERRY OF GEORGESON & COMPANY INC. AT (212)
440-9920 IF YOU NEED A BLUE CARD OR IF YOU WANT TO ARRANGE FOR DELIVERY OF YOUR
BLUE CARD.
IF YOU HAVE ANY QUESTIONS, PLEASE CALL GEORGESON & COMPANY INC. AT
1-800-SPINOFF.
THANK YOU FOR YOUR CONTINUED SUPPORT.
BENNETT S. LEBOW
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER