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Vector Group Ltd – ‘DEFC14A’ on 3/4/96 re: RJR Acquisition Corp

As of: Monday, 3/4/96 · Accession #: 950110-96-182 · File #: 1-10215

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/04/96  Vector Group Ltd                  DEFC14A                1:103K RJR Acquisition Corp              Scott Printing Co… 01/FA

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy Statement                            31    147K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Information Regarding Brooke Group Election of Directors Equal Employment Opportunity Reporting Proposal Executive Officer Compensation Proposal Golden Parachutes Proposal Infants and Tobacco Proposal Nabisco Non-Employee Director Pensions Proposal Non-Tobacco Separation Proposal Ratification of Appointment of Independent Auditors Rating and Curbing Nicotine Proposal Stock Compensation for Directors Proposal Using Profits to Discourage Underage Smoking Proposal
1	1st Page - Filing Submission
6	Nabisco
8	Item 1. Election of Directors
12	Item 2 -- . Ratification of Appointment of Independent Auditors
"	Item 3 -- . Equal Employment Opportunity Reporting Proposal
13	Item 4 -- . Using Profits to Discourage Underage Smoking Proposal
"	Item 5 -- . Infants and Tobacco Proposal
"	Item 6 -- . Rating and Curbing Nicotine Proposal
14	Item 7 -- . Non-Tobacco Separation Proposal
"	Item 8 -- . Executive Officer Compensation Proposal
"	Item 9 -- . Stock Compensation for Directors Proposal
"	Item 10 -- . Non-Employee Director Pensions Proposal
"	Item 11 -- . Golden Parachutes Proposal
18	Certain Information Regarding Brooke Group

DEFC14A 1st Page of 31 TOC ↑Top Previous Next ↓Bottom Just 1st
===============================================================================

SCHEDULE 14A INFORMATION

PROXY 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 proxy statement Rule 14a-6(e)(2))

/x/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

RJR NABISCO HOLDINGS CORP.
----------------------------------------------
(Name of Registrant as Specified in its Charter)

BROOKE GROUP LTD.
------------------------------------------
(Name of Person(s) Filing Proxy Statement)

---------------

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.

---------------

/ / 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: _________________

===============================================================================

DEFC14A 2nd Page of 31 TOC 1st Previous Next ↓Bottom Just 2nd
1996 ANNUAL MEETING OF STOCKHOLDERS
OF
RJR NABISCO HOLDINGS CORP.

-------------------

PROXY STATEMENT
OF
BROOKE GROUP LTD.

-------------------

To Our Fellow RJR Nabisco Stockholders:

Based on a preliminary count, over a majority of the outstanding shares of
RJR Nabisco consented to an advisory resolution (the "Spinoff Resolution")
requesting that RJR Nabisco's incumbent board of directors (the "Incumbent
Board") immediately spin off the remaining 80.5% of Nabisco Holdings Corp.
("Nabisco") held by RJR Nabisco to stockholders.* The Incumbent Board and
current management have made it clear on numerous occasions that they will not
listen to your demand for an immediate spinoff of Nabisco. In fact, it was
reported that an RJR Nabisco spokeswoman said that "THE COMPANY WON'T AGREE TO
SPIN OFF NABISCO, EVEN IF AS MANY AS 90% OF THE SHAREHOLDERS FAVOR IT."(1)

Brooke Group is soliciting proxies in favor of a slate of directors who are
committed to listening to stockholders.(2) Hopefully, continued stockholder
pressure will force the Incumbent Board to realize that its primary obligation
is to the RJR Nabisco stockholders. Brooke Group will terminate this proxy
solicitation if, prior to the Annual Meeting, RJR Nabisco irrevocably and
responsibly commits to an immediate spinoff of its remaining equity interest in
Nabisco. See "Certain Information Regarding Brooke Group."

We believe that the Incumbent Board is abusing the fundamental principles
of corporate democracy. Stockholders are the true owners of publicly-traded
companies. Brooke Group believes that, as the true owners, the stockholders have
the right to tell management how best to realize the true value of their
investment. The results of the Spinoff Resolution confirm that stockholders
believe that the benefits of an immediate spinoff of Nabisco are compelling. It
is clear to us, and should be clear to the Incumbent Board, that stockholders
have spoken and favor an immediate spinoff.* Brooke Group believes that the
Incumbent Board's fear of personal liability for hypothetical suits alleging
that a spinoff is a fraudulent conveyance is causing it to prefer its own self
interests over those of the Company's stockholders. We think stockholders have
good reason to question whether the Incumbent Board will ever spin off Nabisco.

------------

(1) Bloomberg Business News, January 18, 1996.

(2) This Proxy Statement and the BLUE proxy card are first being furnished to
RJR Nabisco stockholders on or about March 1, 1996. The principal executive
offices of RJR Nabisco are located at 1301 Avenue of the Americas, New
York, New York 10019.

* Brooke Group is not aware of the extent of any revocations obtained by RJR
Nabisco. Final results have not yet been determined and may vary from any
preliminary results.

DEFC14A 3rd Page of 31 TOC 1st Previous Next ↓Bottom Just 3rd
ELECT THE BROOKE GROUP NOMINEES AS RJR NABISCO DIRECTORS. Brooke Group
remains committed to revitalizing RJR Nabisco and allowing stockholders to
realize the true value of their investment by creating two distinct unaffiliated
companies, each better able to operate and achieve strong results in their
respective businesses. Accordingly, Brooke Group is soliciting your proxy in
support of the election of the nominees (the "Brooke Group Nominees") named
below under "Election of Directors" as the Directors of RJR Nabisco. ALL OF THE
BROOKE GROUP NOMINEES WILL TAKE THE NECESSARY STEPS TO SPIN OFF THE REMAINING
80.5% OF NABISCO IMMEDIATELY AFTER THEY ARE ELECTED AND HAVE ASSUMED OFFICE. If
a spinoff of RJR Nabisco's remaining equity interest in Nabisco is not declared
within six months of their election and assumption of office, the Brooke Group
Nominees will call a special stockholders meeting for the election of directors
at which they may solicit proxies for their re-election. The Brooke Group
Nominees believe that a declaration of a dividend creates a binding commitment
of the Company; however, there can be no assurance that a spinoff would be
completed within the six month period.

The Brooke Group Nominees also intend to increase your dividend. The Brooke
Group Nominees will adopt a new dividend policy with respect to the post-spinoff
tobacco company (the "Tobacco Company") as a means to deliver additional value
on your investment. The Brooke Group Nominees currently anticipate a new
dividend policy providing that at least 60% of the Tobacco Company's Net Cash
Flow (as defined herein) will be declared as cash dividends on the Tobacco
Company common stock. Based on RJR Nabisco's public financial statements, and
analysts' and Brooke Group's estimates, the Brooke Group Nominees expect to
increase the annual dividend of the Tobacco Company to approximately $2.00 per
share of common stock.

The Incumbent Board, however, is attempting to divert your attention from
the real issue and is asserting that Bennett S. LeBow, the Chairman of Brooke
Group, is seeking to gain control of RJR Nabisco to exploit your investment in
the Company. Brooke Group's only desire is to obtain an immediate spinoff of
Nabisco for the benefit of all stockholders. Since the Incumbent Board has
ignored your wishes, Brooke Group is compelled to seek the election of a new
board committed to listening to stockholders. The Brooke Group Nominees have
agreed to the following corporate governance guidelines, discussed in further
detail below, to demonstrate their commitment to shareholder democracy:

o Any extraordinary corporate transaction (other than matters in the
ordinary course of business) between the Tobacco Company and its
subsidiaries and Brooke Group and its affiliates will be subject to
approval of stockholders and a special committee of independent
directors.

o The Brooke Group Nominees will not propose a staggered board of
directors or a poison pill.

o The Brooke Group Nominees will adopt a confidential voting procedure
on all future matters acted upon by stockholders.

o Brooke Group and its affiliates will not exercise any management
control over Nabisco.

o The Brooke Group Nominees will terminate the RJR Nabisco Directors
Retirement Plan for new directors elected at or after the Annual
Meeting.

IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE A VOICE IN DECIDING THE
FUTURE OF RJR NABISCO AND THAT YOU ARE ENTITLED TO RECOGNIZE THE TRUE VALUE OF
YOUR INVESTMENT, WE URGE YOU TO VOTE YOUR BLUE PROXY CARD FOR THE BROOKE GROUP
NOMINEES, WHO ARE COMMITTED TO AN IMMEDIATE SPINOFF OF NABISCO.

DEFC14A 4th Page of 31 TOC 1st Previous Next ↓Bottom Just 4th
IMPORTANT

This Proxy Statement and the accompanying BLUE proxy card are being
furnished in connection with the solicitation of proxies by Brooke Group Ltd.
("Brooke Group"), to be used at the 1996 Annual Meeting (the "Annual Meeting")
of Stockholders of RJR Nabisco Holdings Corp. ("RJR Nabisco" or the "Company"),
and at any adjournments, postponements or reschedulings thereof. The Company has
not yet publicly announced the date, time and place of the Annual Meeting.
However, in response to public criticism by Brooke Group, the Company did
announce that the Company plans to hold the Annual Meeting in the third week in
April.

At the Annual Meeting, Brooke Group will seek to elect the Brooke Group
Nominees. The election of the Brooke Group Nominees requires the affirmative
vote of a plurality of the votes cast, assuming a quorum is present or otherwise
represented at the Annual Meeting. Brooke Group urges you to mark, sign, date
and return the enclosed BLUE proxy card to vote FOR the election of the Brooke
Group Nominees.

BROOKE GROUP URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY RJR
NABISCO. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A
WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO
BROOKE GROUP, C/O GEORGESON & COMPANY INC., WALL STREET PLAZA, NEW YORK, NEW
YORK 10005, OR TO THE SECRETARY OF RJR NABISCO, OR BY VOTING IN PERSON AT THE
ANNUAL MEETING. SEE "VOTING AND PROXY PROCEDURES" BELOW.

The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting is February 29, 1996 (the "Record Date").
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the Annual Meeting for each share of common stock, par
value $.01 per share (the "Common Stock"), and one-fifth of a vote at the Annual
Meeting for each share of Series C Conversion Preferred Stock, par value $.01
per share (the "PERCS"), and ESOP Convertible Preferred Stock, par value $.01
per share and stated value $16 per share ("ESOP Preferred Stock" and, together
with the Common Stock and the PERCS, the "RJR Nabisco Voting Securities"), of
RJR Nabisco, held on the Record Date. According to the preliminary proxy
statement of RJR Nabisco filed with the Securities and Exchange Commission ("RJR
Nabisco's Proxy Statement"), there were 26,675,000 shares of PERCS and
15,003,379 shares of ESOP Preferred Stock outstanding on the Record Date. As of
the date of this proxy statement, the number of shares of Common Stock
outstanding is unknown. However, according to a stockholder list received by
Brooke Group from RJR Nabisco, as of February 12, 1996 there were 273,018,962
shares of Common Stock outstanding. Brooke Group does not anticipate that there
will be a significant change in the number of shares of Common Stock outstanding
as of the Record Date. All of the shares of PERCS are held by First Chicago
Trust Company of New York as Depositary for the holders of the Series C
Depositary Shares ("Series C Depositary Shares"). Each Series C Depositary Share
represents one-tenth of a share of PERCS. Consequently, holders of Series C
Depositary Shares are entitled to one-fiftieth (1/50) of a vote per share.

As of February 29, 1996, Brooke Group and its affiliates beneficially owned
an aggregate of 5,162,150 shares of Common Stock, representing approximately
1.9% of the outstanding shares of Common Stock. Brooke Group and its affiliates
intend to vote such shares FOR the election of

DEFC14A 5th Page of 31 TOC 1st Previous Next ↓Bottom Just 5th
the Brooke Group Nominees. On February 29, 1996, New Valley entered into a total
return equity swap transaction with a financial institution relating to an
additional 1,000,000 shares of Common Stock. In addition, Brooke Group and BGLS
Inc. ("BGLS") have entered into an agreement, as amended (the "High River
Agreement"), with High River Limited Partnership ("High River"), an entity owned
by Carl C. Icahn. High River, and two of its affiliates also owned by Mr. Icahn,
beneficially own 8,897,900 shares of Common Stock, representing approximately
3.3% of the outstanding shares of Common Stock, pursuant to which High River has
agreed, among other things, to vote such shares FOR the election of the Brooke
Group Nominees. See "Certain Information Concerning Brooke Group." Brooke Group
is hereby pledging to the stockholders of RJR Nabisco that it will not accept
any form of greenmail from RJR Nabisco during its solicitation of proxies with
respect to the Brooke Group Nominees. High River has agreed in the High River
Agreement that it will not accept any form of greenmail from RJR Nabisco during
the solicitation.

COMMITMENT TO INCREASE VALUE

IMMEDIATE SPINOFF OF NABISCO

THE BROOKE GROUP NOMINEES WILL TAKE THE NECESSARY STEPS TO EFFECT AN
IMMEDIATE SPINOFF OF NABISCO. The Brooke Group Nominees will listen to
stockholders. The Brooke Group Nominees will take the steps necessary to
effectuate an immediate spinoff of the remaining 80.5% of Nabisco held by RJR
Nabisco to its stockholders immediately upon their election and assumption of
office. You should not support the Incumbent Board, which has displayed its
contempt for stockholder rights, has undeniably disregarded the views of
stockholders and has not presented you with a plan to immediately unlock
stockholder value by improving the separate tobacco and food businesses. The
Brooke Group Nominees are hereby pledging to the stockholders of RJR Nabisco
that if they do not declare a spinoff of RJR Nabisco's remaining equity interest
in Nabisco within six months of their election and assumption of office, they
will call a special stockholders meeting for the election of directors at which
they may solicit proxies for their re-election. The Brooke Group Nominees
believe that a declaration of a dividend creates a binding commitment of the
Company; however, there can be no assurance that a spinoff would be completed
within the six month period.

INCREASED DIVIDEND

THE BROOKE GROUP NOMINEES INTEND TO INCREASE YOUR DIVIDEND. The Brooke
Group Nominees will adopt a new dividend policy for the Tobacco Company as an
additional means to deliver enhanced value on your shares. Upon their election
and assumption of office, the Brooke Group Nominees currently anticipate a
dividend policy providing that at least 60% of the Tobacco Company's Net Cash
Flow will be declared as cash dividends out of funds legally available therefor.
Net Cash Flow means the Tobacco Company's after-tax net income plus amortization
on an after-tax basis plus depreciation less capital expenditures. Based on RJR
Nabisco's public financial statements, and analysts' and Brooke Group's
estimates, the Brooke Group Nominees expect to increase the Tobacco Company's
1996 annual dividend to approximately $2.00 per share of Common Stock. It is
anticipated that the Tobacco Company will increase its annual dividend rate to
$2.00 per share, effective in the third quarter of 1996. The dividend
calculation is based on the average of the 1996 and 1997 earnings per share
estimate projections ($2.74 per share of RJR Nabisco and $1.05 per Nabisco share
owned by RJR Nabisco) by I/B/E/S International Inc.* dated February 23, 1996. In
addition, the amounts used for depreciation ($238 million) and after-tax

----------
* The estimates of I/B/E/S International Inc. are compilations of sixteen
analysts covering RJR Nabisco and fourteen analysts covering Nabisco. No
permission has been sought or received to quote or refer to this material.

DEFC14A 6th Page of 31 TOC 1st Previous Next ↓Bottom Just 6th
amortization expenses ($368 million) are based on the tobacco segment's
after-tax amortization and depreciation expenses for the year ended December 31,
1995. Estimated capital expenditures are based on the Company's tobacco
segment's three-year average from 1993 to 1995 ($233 million).

MANAGEMENT PLANS

REVITALIZING THE TOBACCO COMPANY

The Brooke Group Nominees currently intend to appoint Ronald Fulford as the
President and Chief Executive Officer of RJR Nabisco upon their election and
assumption of office. Until February 21, 1996, Mr. Fulford was executive
chairman of Hanson PLC's Imperial Tobacco and is a senior associate director of
Hanson PLC. Mr. Fulford, 61, joined Imperial Tobacco in 1987, where he
engineered the dramatic turnaround at Britain's second largest tobacco maker.
Operating profit rose from 127 million (English Pounds) in fiscal 1987 to 348
million (English Pounds) in fiscal 1995, while profit per employee rose 10-fold.
Before Imperial Tobacco, Mr. Fulford was chief executive of three other Hanson
companies: London Brick (1985-1987), British Ever Ready UK & South Africa
(1982-1987) and United Gas Industries UK & Europe (1980-1983).

Brooke Group has entered into an agreement with Mr. Fulford. Pursuant to
this agreement, Mr. Fulford agreed to provide various services to Brooke Group
(including, without limitation, consulting services, attendance at and
participation in meetings related to this solicitation and presentations to
financial analysts and institutional investors). Brooke Group, in turn, agreed
that if the Brooke Group Nominees are elected to the Board of Directors of RJR
Nabisco, Brooke Group will use its reasonable best efforts to have Mr. Fulford
appointed to serve as the President and Chief Executive Officer of RJR Nabisco
under a minimum 3-year employment agreement with RJR Nabisco that would provide
for an annual salary of at least $1 million, plus such bonus, stock option, and
other compensation arrangements as the Board of Directors of RJR Nabisco, after
receiving the recommendations of a major multi-national compensation consultant,
shall determine to be commensurate with the compensation arrangements for the
chief executive officers of other large multi-national tobacco companies. Brooke
Group also agreed to use its reasonable best efforts to have Mr. Fulford elected
or appointed as a member of the Board of Directors of RJR Nabisco. During the
term of the agreement, Mr. Fulford will receive compensation equal to
UK(pound)33,417 (or approximately US$21,833) per month and reimbursement for all
reasonable business and travel expenses incurred in performing services under
the agreement and all reasonable personal expenses incurred in connection with
relocation to the United States. Brooke Group also agreed to reimburse Mr.
Fulford for any reduction in pension benefits (currently estimated at
approximately UK(pound)14,400 (or approximately US$9,408) per annum) resulting
from his terminating his current employment to enter into the agreement. The
term of the agreement will end on March 31, 1997 or, if earlier, the effective
date of an employment agreement between Mr. Fulford and RJR Nabisco, as
described above.

The Brooke Group Nominees do not currently have any other plans with
respect to the management of the tobacco business but intend to reconsider this
issue upon their election and assumption of office.

NABISCO

The Brooke Group Nominees do not have any plans to change the current
management or operations of Nabisco. The Brooke Group Nominees intend that the
management and operations of any post-spinoff Nabisco will be substantially
similar to Nabisco as constituted today. Accordingly, Brooke Group, BGLS and the
Brooke Group Nominees hereby pledge to the

DEFC14A 7th Page of 31 TOC 1st Previous Next ↓Bottom Just 7th
stockholders of RJR Nabisco that, prior to the consummation of a Nabisco
spinoff, none of Brooke Group, BGLS, their respective affiliates or the Brooke
Group Nominees will exercise any management control over, and will refrain from
becoming involved in the ordinary course of business of, Nabisco or Nabisco,
Inc. Additionally, such persons will use their best efforts to ensure that a
majority of the present directors of Nabisco and Nabisco, Inc. consists of
individuals who are presently members of the board of directors of Nabisco and
Nabisco Inc., respectively.

CORPORATE GOVERNANCE

We have said all along that we believe the Incumbent Board was trying to
mislead you by focusing on personal attacks against Mr. LeBow and Brooke Group.
The Company has claimed that Mr. LeBow is placing his personal agenda above the
interests of the other stockholders. We have not and will not sink to their
level and engage in hysterical name-calling. Instead, the Brooke Group Nominees
have agreed to a set of corporate governance guidelines (the "Corporate
Governance Guidelines") demonstrating their commitment to corporate governance
and shareholder democracy. The Brooke Group Nominees intend to adopt the
Corporate Governance Guidelines immediately upon being elected and assuming
office as Directors of RJR Nabisco. The Brooke Group Nominees upon their
election and assumption of office will amend the Bylaws of RJR Nabisco (the
"Bylaws") (which amendments by their terms could not be subsequently amended or
repealed without stockholder approval) to incorporate the Corporate Governance
Guidelines.

Affiliate Transactions. Any extraordinary corporate transaction or series
of similar transactions (other than compensation or other matters in the
ordinary course of business substantially in accordance with industry practice
or past practice) in excess of $2 million per annum between RJR Nabisco and,
after the spinoff of Nabisco, the Tobacco Company, and their subsidiaries, on
the one hand, and Brooke Group and its affiliates, on the other hand, will be
subject to approval of a special committee of independent directors. The
independent directors will have the benefit of independent financial advisors
and legal counsel. In addition, any such transaction will be subject to approval
by the stockholders of RJR Nabisco. The Brooke Group Nominees will consult with
an internationally recognized executive compensation firm to determine that all
compensation levels are commensurate with similarly situated executives at other
comparable companies. Contrary to the Incumbent Board's assertions, Brooke
Group and the Brooke Group Nominees are committed to act in the interests of all
stockholders of RJR Nabisco.

No Staggered Board. The Brooke Group Nominees will not propose, or
recommend that stockholders adopt, an amendment to the Bylaws or Certificate of
Incorporation of the Company which would provide for a classified Board of
Directors of RJR Nabisco. The Brooke Group Nominees believe that directors are
most responsive to stockholders when the entire board of directors stand for
election at each annual meeting of stockholders. Brooke Group and the Brooke
Group Nominees believe that this would enhance corporate democracy at RJR
Nabisco by making your Board of Directors more responsive to your wishes.

No Poison Pill. The Brooke Group Nominees will not propose or approve a
stockholder rights plan. The Brooke Group Nominees will amend the Bylaws to
prohibit RJR Nabisco from adopting a stockholder rights plan, entering into any
agreement or issuing any security or other rights, having the effect of
discriminating against any stockholder of RJR Nabisco based upon such
stockholder owning or offering to acquire a specified number or percentage of
RJR Nabisco Voting Securities. Brooke Group and the Brooke Group Nominees
believe that a poison-pill serves only to entrench incumbent management and is
not in the best interests of the stockholders.

DEFC14A 8th Page of 31 TOC 1st Previous Next ↓Bottom Just 8th
Confidential Voting. The Brooke Group Nominees will adopt a confidential
voting procedure with respect to all future matters to be acted upon by
stockholders. The Brooke Group Nominees will amend the Bylaws to provide that
all votes of stockholders will remain strictly confidential from the Company and
its directors, officers and employees. Brooke Group and the Brooke Group
Nominees believe that confidential voting, a hallmark of the American system,
would increase shareholder democracy by permitting stockholders to vote as they
see fit, without fear of reprisal or undue influence.

Non-Employee Director Retirement Plan. The Brooke Group Nominees will take
all actions necessary to terminate, or waive benefits under, the RJR Nabisco
Directors Retirement Plan with respect to any directors elected at or after the
Annual Meeting. Pursuant to the existing plan, non-employee directors could
receive $60,000 per year for up to fifteen years upon their retirement. However,
the plan would not be unilaterally terminated by the Brooke Group Nominees with
respect to any former directors, including the Incumbent Board, of RJR Nabisco,
who would continue to receive their specified retirement payments in accordance
with the plan.

ITEM 1 -- ELECTION OF DIRECTORS

According to RJR Nabisco's Proxy Statement, RJR Nabisco currently has ten
Directors, all of whose terms will expire at the Annual Meeting. Brooke Group
proposes that RJR Nabisco stockholders elect the Brooke Group Nominees as the
ten Directors of RJR Nabisco at the Annual Meeting. The Brooke Group Nominees
are listed below and have furnished the following information concerning their
principal occupations or employment and certain other matters. Each Brooke Group
Nominee, if elected, would hold office until the 1997 Annual Meeting of
Stockholders and until a successor has been elected and qualified. Although
Brooke Group has no reason to believe that any of the Brooke Group Nominees will
be unable to serve as Directors, if any one or more of the Brooke Group Nominees
are not available for election, the persons named on the BLUE proxy card will
vote for the election of such other nominees as may be proposed by Brooke Group.

BROOKE GROUP NOMINEES FOR DIRECTORS:

ARNOLD I. BURNS, age 65, is currently, and has been during the past five
years, a Senior Partner at Proskauer Rose Goetz & Mendelsohn LLP, a New York
based law firm. Mr. Burns was the Associate Attorney General at the United
States Department of Justice in 1986 and the Deputy Attorney General from 1986
to 1988. Mr. Burns is a director of New Valley Corporation ("New Valley"), a
company engaged in the investment banking and brokerage business, the ownership
and management of commercial real estate and the acquisition of operating
companies and in which Brooke Group holds an indirect equity interest. Mr.
Burns's business address is c/o Proskauer Rose Goetz & Mendelsohn LLP, 1585
Broadway, New York, New York 10036.

ROUBEN V. CHAKALIAN, age 60, has since January 1995 been the Chairman of
the Board, and since June 1994 the President and Chief Executive Officer, of
Liggett Group Inc. ("Liggett"), the fifth largest manufacturer of cigarettes in
the United States and an indirect, wholly-owned subsidiary of Brooke Group.
Mr. Chakalian was a consultant to Liggett from June 1993 to May 1994, was the
consultant to and member of the office of the Chief Executive of Liggett from
March 1993 to May 1993, and was a consultant to Liggett from February 1991 to
January 1993. Prior thereto, Mr. Chakalian served as the Executive Vice
President of R.J. Reynolds Tobacco

DEFC14A 9th Page of 31 TOC 1st Previous Next ↓Bottom Just 9th
International and a Senior Vice President of the R.J. Reynolds wine and spirits
subsidiary, Heublein, Inc., which is now a subsidiary of Grand Metropolitan PLC.
Mr. Chakalian's business address is c/o Liggett Group Inc., 700 West Main
Street, Durham, North Carolina 27702.

ROBERT L. FROME, age 56, is currently, and has been during the past five
years, a Senior Partner at Olshan Grundman Frome & Rosenzweig, a New York based
law firm. Mr. Frome has published numerous articles in the New York Law Journal
and other publications on a variety of topics, including shareholders' rights,
the liabilities and remedies of officers and directors of publicly traded
companies, the business judgment rule, initial public offerings, private
placements and initiatives for small businesses. Mr. Frome is a director of
Healthcare Services Group, Inc. and NUCO2. Mr. Frome's business address is c/o
Olshan Grundman Frome & Rosenzweig, 505 Park Avenue, New York, New York 10022.

DALE M. HANSON, age 53, is currently and has been since July, 1994 the
chief executive officer of American Partners Capital Group, Inc., a provider of
financial products and services to institutional investors. From 1987 until
July, 1994, Mr. Hanson served as chief executive officer of the California
Public Employees Retirement System ("CalPERS"). CalPERS is the largest public
employee retirement system in the United States and third largest pension system
in the world, with a market value of assets at that time of more than $82
billion and with 1.1 million members. Mr. Hanson, who is widely known as a
leader of the shareholder rights movement, currently sits on the Advisory Board
of Directorship, a Greenwich, Connecticut based consulting firm focusing on
issues of corporate governance. Mr. Hanson is also a member of the Board of ICN
Pharmaceuticals, Inc., the University of California-Davis Medical School Board
of Visitors and the California State University-Sacramento Trust Foundation. Mr.
Hanson's business address is c/o American Partners Capital Group, Inc., 2150
River Plaza Drive, Suite 170, Sacramento, CA 95833.

RICHARD J. LAMPEN, age 42, has been the Executive Vice President and
General Counsel of New Valley since October 1995. From May 1992 to September
1995, Mr. Lampen was a Partner at Steel Hector & Davis, a law firm located in
Miami, Florida. From January 1991 to April 1992, Mr. Lampen was a Managing
Director at Salomon Brothers Inc, an investment bank, and was an employee at
Salomon Brothers from 1986 to April 1992. Mr. Lampen has served as a director of
a number of companies, including U.S. Can Corporation and The International Bank
of Miami, N.A., as well as a court-appointed independent director of Trump Plaza
Funding, Inc. Mr. Lampen's business address is c/o New Valley Corporation, 100
S.E. Second Street, 32nd Floor, Miami, Florida 33131.

BENNETT S. LEBOW, age 58, has been the Chairman of the Board, President and
Chief Executive Officer of Brooke Group since June 1990 and a director of Brooke
Group since October 1986. Mr. LeBow has been the Chairman of the Board,
President and Chief Executive Officer of BGLS, a wholly-owned subsidiary of
Brooke Group principally engaged through subsidiaries in the manufacture and
sale of cigarettes, and through its investment in New Valley in the investment
banking and brokerage business, ownership and management of commercial real
estate and the acquisition of operating companies, since November 1990. Mr.
LeBow has been a director of Liggett since June 1990 and Chairman of the Board
of Directors of Liggett from July 1990 to May 1993. From March 1993 to May 1993
Mr. LeBow served as a member of the three person office of the Chief Executive
of Liggett. Mr. LeBow has been the Chairman of the Board of New Valley since
January 1988 and Chief Executive Officer thereof since November 1994. Mr. LeBow
was Chairman of the Board, and/or a director of Skybox International Inc., a
sports

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and entertainment card company, from June 1990 to August 1994. Mr. LeBow was a
director of MAI Systems Corporation, a multi-user computer systems company
("MAI"), from September 1984 to October 1995, the Chairman of the Board from
November 1990 to May 1995 and the Chief Executive Officer from November 1990 to
April 1993. Mr. LeBow's business address is c/o Brooke Group Ltd., 100 S.E.
Second Street, 32nd Floor, Miami, Florida 33131.

BARRY W. RIDINGS, age 43, has been a Managing Director in the Investment
Banking Division of Alex. Brown & Sons Incorporated, an investment bank, since
March 1990. Mr. Ridings manages the firm's Restructuring Group and is active in
the firm's mergers and acquisitions and public debt activities. Mr. Ridings is a
director of Noodle Kidoodle, Inc., New Valley, Norex America, Inc., SubMicron
Systems Corp., Telemundo Group, Inc., TransCor Waste Services, Inc. and Trinity
Americas Inc. Mr. Ridings' business address is c/o Alex. Brown & Sons
Incorporated, 1290 Avenue of the Americas, 10th Floor, New York, New York 10104.

WILLIAM H. STARBUCK, age 61, has been the ITT Professor of Creative
Management at Stern School of Business, New York University, since January 1985.
Dr. Starbuck has been the Vice President of the Academy of Management, a
non-profit professional association, since August 1994. Dr. Starbuck has written
extensively on a variety of business topics, including accounting,
organizational design, the corporate environment, how organizations learn,
strategic change, adaptive design, entrepreneurship and organization, employee
performance and coping with strategic crises. He is a member of the editorial
boards of numerous publications, including the Journal of Management Inquiry,
the Journal of Management Studies, the British Journal of Management and
Accounting, Management and Information Technologies. Dr. Starbuck's business
address is 2 Washington Square Village, Penthouse G, New York, New York
10012-1711.

PETER STRAUSS, age 63, has been a consultant since January 1995 in the
consumer package goods area, primarily in the tobacco and confectionery
industries, where he has 37 years of experience. From December 1991 to December
1994, Mr. Strauss was the Senior Vice President, Trade Marketing (Domestic) and
International Operations at The American Tobacco Company, a tobacco company
which was merged with Brown & Williamson Tobacco Corporation, the U.S.
subsidiary of B.A.T., in 1994. While at American Tobacco, Mr. Strauss headed the
company's entry into the deep discount cigarette category, in addition to
reorienting the company's approach to international markets by forming alliances
with local sales and marketing organizations through which the company's
products would be sold. From October 1990 to November 1991, Mr. Strauss was the
President of Peter Strauss & Co., Inc., a consulting services company. Mr.
Strauss spent 28 years as an employee of the Culbro Corporation, a manufacturer
of tobacco and distributor of tobacco, candy and miscellaneous consumer
products, where he held a variety of positions, including Executive Vice
President of General Cigar Co., Inc., President and Chief Executive Officer of
Metropolitan Distribution Services, Inc. and President and Chief Executive
Officer of The Seneco Company. In 1984, Mr. Strauss was elected into the Tobacco
Industry Hall of Fame. In 1995, Mr. Strauss was elected Dean of Industry by the
American Wholesale Marketers Association. Mr. Strauss's business address is 156
Brite Avenue, Scarsdale, New York 10583.

FREDERICK W. ZUCKERMAN, age 61, has been the General Partner of Zuckerman,
Firstenberg & Associates, LLP, a financial advisory/investment banking company,
since January 1995. From September 1993 to December 1994, Mr. Zuckerman was the
Vice President and Treasurer of International Business Machines Corporation
(IBM), an information technology company. From

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February 1991 to September 1993, Mr. Zuckerman was the Senior Vice President and
Treasurer of RJR Nabisco. From October 1990 to February 1991, Mr. Zuckerman was
a Partner at Zuckerman & Co., a consulting firm. Mr. Zuckerman was the Vice
President and Treasurer of Chrysler Corporation from December, 1981 to October
1990. Mr. Zuckerman is a director of Meditrust, Japan Equity Fund Inc.,
Singapore Fund Inc., Olympic Financial Ltd., Caere Corp., Anacomp Inc., Turner
Corp. and NVR Inc. Mr. Zuckerman's business address is Zuckerman, Firstenberg &
Associates, LLP, 1 State Street Plaza, 33rd Floor, New York, New York 10004.

BROOKE GROUP STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE BROOKE
GROUP NOMINEES. A VOTE FOR THE ELECTION OF THE BROOKE GROUP NOMINEES WILL
PROVIDE YOU WITH A BOARD OF DIRECTORS COMMITTED TO CORPORATE DEMOCRACY.

IF YOU HAVE SIGNED THE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE RJR NABISCO VOTING SECURITIES
REPRESENTED BY THE BLUE PROXY CARD FOR THE ELECTION OF ALL THE BROOKE GROUP
NOMINEES.

Messrs. LeBow and Chakalian will take all necessary actions with respect to
Brooke Group, BGLS and Liggett, as applicable, in order to comply with federal
anti-trust laws, if elected as Directors of RJR Nabisco at the Annual Meeting.

An involuntary bankruptcy petition was filed against New Valley by certain
bondholders on November 15, 1991. On March 31, 1993, New Valley consented to the
entry of an order for relief under Chapter 11 of Title 11 of the United States
Code. On November 15, 1994, the United States Bankruptcy Court for the District
of New Jersey confirmed New Valley's plan of reorganization and on January 18,
1995, New Valley emerged from reorganization proceedings. In April 1993, MAI
filed for protection under Chapter 11 of Title 11 of the United States Code. In
November 1993, the United States Bankruptcy Court for the District of Delaware
confirmed MAI's plan of reorganization, and in November 1993 it emerged from
reorganization proceedings.

Brooke Group has paid each of Messrs. Burns, Frome, Ridings, Starbuck,
Strauss and Zuckerman $30,000, in connection with their agreeing to be a nominee
at the Annual Meeting. Brooke Group has also entered into an agreement with each
Brooke Group Nominee, whereby it has agreed to indemnify each Brooke Group
Nominee from and against any losses incurred by such Brooke Group Nominee
resulting from, relating to or arising out of any claim in connection with the
solicitation of proxies in support of the Brooke Group Nominee's election at the
Annual Meeting, including the right to be advanced by Brooke Group for any
expenses incurred in connection with any such claim.

Brooke Group has entered into a consulting services agreement with Mr.
Zuckerman. Pursuant to this agreement, Brooke Group agreed to pay Mr. Zuckerman
$10,000 monthly for a one-year period. Mr. Zuckerman, in turn, agreed to advise
and consult Brooke Group and its affiliates on various matters, including but
not limited to (i) financial and investment matters, (ii) matters relating to or
arising out of Brooke Group's consent solicitation relating to the Spinoff
Resolution, and (iii) such other matters as Brooke Group and Mr. Zuckerman agree
on from time to time. Brooke Group has also agreed to provide Mr. Zuckerman with
an office in New York City, and to reimburse Mr. Zuckerman for all ordinary,
necessary and reasonable business expenses incurred by Mr. Zuckerman in
connection with his performance of consulting services.

Brooke Group has entered into a services agreement with Mr. Hanson.
Pursuant to this agreement, Mr. Hanson agreed (a) to be a Brooke Group Nominee,
and (b) to advise and consult

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with Brooke Group and its affiliates on various matters, including but not
limited to (i) matters generally relating to issues of corporate governance and
shareholder democracy in publicly traded corporations, (ii) matters relating to
or arising out of the solicitation by Brooke Group of consents from the
stockholders of RJR Nabisco for the Spinoff Resolution, (iii) matters relating
to or arising out of this solicitation, and (iv) such other matters as Brooke
Group and Mr. Hanson shall agree on from time to time. Brooke Group, in turn,
agreed to pay Mr. Hanson a one time fee of $150,000. Brooke Group also granted
to Mr. Hanson a stock appreciation right (the "SAR") with respect to 50,000
shares ("SAR Shares") of Common Stock, exercisable in whole or in part at any
time and from time to time from and after June 30, 1996. The SAR expires at the
close of business on the tenth business day after the end of the term of the
agreement. The agreement will terminate on May 31, 1997 unless earlier
terminated by the parties. Upon exercise, Brooke Group shall pay to Mr. Hanson
an amount, if any, equal to the excess of the fair market value of a share of
Common Stock on the date of exercise over $31.50 per share, multiplied by the
number of shares of Common Stock with respect to which the SAR shall have been
exercised. For purposes of this agreement, "fair market value", as of any date
shall mean the average of the daily closing prices of the Common Stock for the
ten consecutive trading days on or prior to such date, as reported on the
consolidated transaction reporting system for the New York Stock Exchange for
such dates. In the event of any change in capitalization affecting the Common
Stock, including, without limitation, a stock dividend or other distribution,
split, reverse certificate split, recapitalization, merger, consolidation,
subdivision, split-up, spin-off, combination or exchange of Common Stock or
other form of reorganization, or any other change affecting the Common Stock,
Brooke Group will automatically make such mathematically proportionate
adjustments in the number of SAR Shares covered by the SAR and the exercise
price in respect thereof, as are reasonably appropriate under the circumstances.
Brooke Group also agreed to reimburse Mr. Hanson for all ordinary, necessary and
reasonable business expenses incurred in connection with the services under the
agreement.

Certain additional information relating to, among other things, the
ownership, purchase and sale of securities of RJR Nabisco by Brooke Group, the
Brooke Group Nominees and their respective associates is set forth in Schedule I
hereto.

OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING

According to RJR Nabisco's Proxy Statement, RJR Nabisco is soliciting
proxies with respect to ten proposals other than the election of directors.
Please refer to RJR Nabisco's Proxy Statement for a detailed discussion of these
proposals, including various arguments in favor of and against such proposals.
These proposals are discussed below.

ITEM 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Brooke Group anticipates that at the Annual Meeting, the stockholders will
again be asked to ratify the appointment of Deloitte & Touche LLP as RJR
Nabisco's independent auditors for the year ending December 31, 1996. Brooke
Group recommends a vote for this proposal.

ITEM 3 -- EQUAL EMPLOYMENT OPPORTUNITY REPORTING PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "Be it resolved: A
report shall be prepared at reasonable

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cost, by September 1996, excluding confidential information and shall focus on
the following areas:

1. A copy of the consolidated EEO-1 report for 1993, 1994, 1995
available to shareholders upon request.

2. Report the number of discrimination complaints and lawsuits
concerning race, gender and the physically challenged. The cost to the
company and shareholders from discrimination lawsuits and alternatives to
resolve the issue.

3. Report any federal audit, corporate management review, and letter
of compliance with corrective measures enacted to protect the company's
government contracts and legal penalties.

4. Report to shareholders on the race, ethnicity and gender among top
management.

5. A description of any policies and programs utilizing the purchase
of goods and services from minority- and/or female-owned business
enterprises."

Brooke Group is not making any recommendation on this proposal.

ITEM 4 -- USING PROFITS TO DISCOURAGE UNDERAGE SMOKING PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED that
shareholders request the Board to devise effective strategies to cease profiting
from underage smoking and to strengthen efforts to eliminate underage smoking.
In implementing this proposed resolution, shareholders ask the Board to
consider:

1. That the 3% of our cigarette/tobacco profits realized from sales to
minors be contributed to a third party such as the American Heart
Association or the American Cancer Society.

2. This third party would use the funds to run a national anti-smoking
advertising campaign aimed at discouraging minors from smoking.

3. The goal of the campaign would be to achieve a substantial
reduction in the number of underage smokers.

4. The campaign would be evaluated after three years to determine its
effectiveness."

Brooke Group is not making any recommendation on this proposal.

ITEM 5 -- INFANTS AND TOBACCO PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED shareholders
request the Board to devise effective strategies to prevent harm to infants from
tobacco smoke both before and after their birth." Brooke Group is not making any
recommendation on this proposal.

ITEM 6 -- RATING AND CURBING NICOTINE PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED that
shareholders request the Board to take steps to preserve the health of its
tobacco-using customers. We suggest the following steps:

DEFC14A 14th Page of 31 TOC 1st Previous Next ↓Bottom Just 14th
1. Develop and publicize nicotine ratings for each of our cigarette
brands and to [sic] make this available in accurate information to our
customers about how much nicotine they consume when smoking.

2. Determine the nicotine level in cigarettes at which nicotine
addiction cannot be induced or maintained. With this information, the
company shall implement a program that would gradually reduce levels of
nicotine in our brands over an appropriate time period to a level that is
not addictive. This effort to reduce nicotine availability would be
undertaken in collaboration with independent health experts.

3. Develop and market new nicotine or nicotine-like products that have
minimal toxic agents that can be used by our consumers in lieu of cigarette
smoking, and market these products as drugs or medical devices to help
adult smokers quit tobacco use."

Brooke Group is not making any recommendation on this proposal.

ITEM 7 -- NON-TOBACCO SEPARATION PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED: that the
shareholders ask management to take the necessary steps to accomplish a
separation of the Corporation's non-tobacco business from all its tobacco
businesses no later than January 1, 1997." Brooke Group recommends a vote for
this proposal.

ITEM 8 -- EXECUTIVE OFFICER COMPENSATION PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED, that the
shareholders recommend that the Board refrain from granting any bonuses, stock
options, performance accelerated awards or options, deferred compensation, or
any other form of monetary or stock award, except base salary, to the top five
officers of our Corporation as listed in the Proxy Statement, until such time as
our stock price reaches $50 per share." Brooke Group is not making any
recommendation on this proposal.

ITEM 9 -- STOCK COMPENSATION FOR DIRECTORS PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED that the
shareholders recommend that the board of directors take the necessary steps to
ensure that from here forward all non-employee directors should receive a
minimum of fifty percent of their total compensation in the form of company
stock which cannot be sold for three years." Brooke Group is not making any
recommendation on this proposal.

ITEM 10 -- NON-EMPLOYEE DIRECTOR PENSIONS PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED that the
shareholders assembled in person and by proxy, recommend (i) that all future
non-employee directors not be granted pension benefits and (ii) current
non-employee directors voluntarily relinquish their pension benefits." Brooke
Group recommends a vote for this proposal.

ITEM 11 -- GOLDEN PARACHUTES PROPOSAL

Brooke Group anticipates that at the Annual Meeting, the stockholders will
be asked to vote on the following stockholder proposal: "RESOLVED, that the
shareholders recommend that the

DEFC14A 15th Page of 31 TOC 1st Previous Next ↓Bottom Just 15th
board of directors adopt a policy against entering into future agreements with
officers and directors of this corporation which provide compensation contingent
on a change of control of the corporation, unless such compensation agreements
are submitted to a vote of the shareholders and approved by a majority of shares
present and voting on the issue." Brooke Group is not making any recommendation
on this proposal.

OTHER PROPOSALS

Except as set forth above, Brooke Group is not aware of any proposals to be
brought before the Annual Meeting. Should other proposals be brought before the
Annual Meeting, the persons named on the BLUE proxy card will abstain from
voting on such proposals unless such proposals adversely affect the interests of
Brooke Group and/or the Brooke Group Nominees as determined by Brooke Group in
its sole discretion, in which event such persons will vote on such proposals at
their discretion.

VOTING ON OTHER MATTERS IN ITEMS 2-11

The accompanying BLUE proxy card will be voted in accordance with your
instructions on such card. You may vote for or vote against, or abstain from
voting on, each of Items 2-11 described above by marking the proper box on the
BLUE proxy card. IF YOU HAVE SIGNED THE PROXY CARD AND NO MARKING IS MADE, YOU
WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE RJR NABISCO VOTING
SECURITIES REPRESENTED BY THE BLUE PROXY CARD FOR ITEMS 2, 7 AND 10 AND TO
ABSTAIN FROM VOTING WITH RESPECT TO ITEMS 3, 4, 5, 6, 8, 9 AND 11.

VOTING PROCEDURES

The presence of a majority of the outstanding RJR Nabisco Voting
Securities, represented in person or by proxy at the Annual Meeting, will
constitute a quorum. RJR Nabisco Voting Securities represented by proxies that
are marked "abstain" will be counted as shares present for purposes of
determining the presence of a quorum on all matters. Proxies relating to "street
name" shares that are voted by brokers on some but not all of the matters will
be treated as shares present for purposes of determining the presence of a
quorum on all matters, but will not be treated as shares entitled to vote at the
Annual Meeting on those matters as to which authority to vote is withheld by the
broker ("broker non-votes"). Election of the Brooke Group Nominees requires the
affirmative vote of a plurality of the votes cast in the election at the Annual
Meeting, assuming a quorum is present or otherwise represented at the Annual
Meeting. Accordingly, abstentions and broker non-votes will not affect the
outcome of the election. With respect to each of the other matters described
herein that will be submitted to the stockholders for a vote, the affirmative
vote of the holders of at least a majority of the RJR Nabisco Voting Securities
represented in person or by proxy at the Annual Meeting and entitled to vote on
the particular matter is required, assuming the presence of a quorum at the
Annual Meeting. On any of such other matters, an abstention will have the same
effect as a negative vote but, because shares held by brokers will not be
considered entitled to vote on matters as to which the brokers withhold
authority, broker non-votes will have no effect on the vote.

DEFC14A 16th Page of 31 TOC 1st Previous Next ↓Bottom Just 16th
PROXY PROCEDURES

IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD AND RETURN IT TO BROOKE
GROUP, C/O GEORGESON & COMPANY INC. IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card.

Any proxy may be revoked at any time prior to the time a vote is taken by
delivering to the secretary of RJR Nabisco a notice of revocation bearing a
later date, by a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.

Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a stockholder of record on the Record Date, you
will retain your voting rights for the Annual Meeting even if you sell such
shares after the Record Date. Accordingly, it is important that you vote the
shares held by you on the Record Date, or grant a proxy to vote such shares on
the BLUE proxy card, even if you sell such shares after the Record Date.

If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such Shares
and only upon receipt of your specific instructions. Accordingly, please contact
the person responsible for your account and instruct that person to execute on
your behalf the BLUE proxy card.

SOLICITATION OF PROXIES

Solicitation of proxies may be made by the directors, officers, investor
relations personnel and other employees of Brooke Group and certain of its
subsidiaries and affiliates, none of whom will receive additional compensation
for such solicitation. Proxies may be solicited by mail, courier service,
advertisement, telephone or telecopier and in person. Certain information about
directors, officers and certain employees of Brooke Group and/or its
subsidiaries and affiliates, who may also assist in soliciting proxies, is set
forth in the attached Schedule II.

In addition, Brooke Group has retained Georgeson & Company Inc.
("Georgeson") to assist in the solicitation, for which Georgeson is to receive a
fee of approximately $150,000, plus reimbursement for its reasonable
out-of-pocket expenses. Brooke Group has also agreed to indemnify Georgeson
against certain liabilities and expenses, including certain liabilities and
expenses under the Federal securities laws. It is anticipated that Georgeson
will employ approximately 30 persons to solicit stockholders for the Annual
Meeting.

Brooke Group, New Valley and Liggett have engaged Jefferies & Company, Inc.
("Jefferies") to act as financial advisor in connection with New Valley's
investment in RJR Nabisco, the completed consent solicitation and this
solicitation by Brooke Group. In connection with this engagement, New Valley (i)
paid to Jefferies an initial fee of $1,500,000 and (ii) has agreed to pay
Jefferies during the period ending April 30, 1996 a monthly fee of $250,000,
which monthly fee increased to $500,000 on February 20, 1996 and, in addition,
during each of the four months ending April 30, 1996, an additional monthly fee
of $100,000. These companies also have agreed to pay Jefferies 10% of the net
profit (up to a maximum of $15,000,000) with respect to Common Stock (including
any distributions made by RJR Nabisco) held or sold by these companies and their
affiliates after deduction of certain expenses, including the costs of this

DEFC14A 17th Page of 31 TOC 1st Previous Next ↓Bottom Just 17th
solicitation, the completed consent solicitation and certain proxy solicitations
by the BGL Group and the costs of acquiring the shares of Common Stock (all of
which expenses will be borne by New Valley, ALKI or the BGL Group (as defined
below)). These companies also agreed that upon (i) the appointment during the
term of the agreement as Chairman, President or Chief Executive Officer of RJR
Nabisco of either Mr. LeBow or any other designee or representative of Brooke
Group, Liggett, New Valley or any of their respective affiliates, or (ii) the
election or appointment during the term of the agreement of representatives or
designees of Brooke Group, Liggett, New Valley or any of their respective
affiliates to represent 50% or more of the membership of RJR Nabisco's Board of
Directors then in office, they will pay or cause to be paid to Jefferies a non
refundable cash fee of $7,500,000 payable only if and at the time RJR Nabisco
either reimburses the companies for or pays directly this fee, unless prohibited
by applicable law. In addition, New Valley agreed to reimburse Jefferies for all
reasonable out-of-pocket expenses, including the fees and expenses of its
counsel, incurred by Jefferies in connection with its engagement and New Valley
and Brooke Group agreed to indemnify Jefferies and certain related persons
against certain liabilities and expenses. Jefferies will assist in the
solicitation of proxies, which will be carried out by a team of individuals
consisting of officers, associates and analysts of Jefferies numbering
approximately 10 persons.

Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation materials to the beneficial owners of RJR Nabisco Voting
Securities. Brooke Group and its affiliates will reimburse these record holders
for customary clerical and mailing expenses incurred by them in forwarding these
materials to the beneficial owners.

The cost of this solicitation will be borne by New Valley. New Valley has
entered into an agreement with Brooke Group pursuant to which it has agreed to
pay directly or reimburse Brooke Group and its subsidiaries for reasonable
out-of-pocket expenses incurred in connection with pursuing the proposals in
Brooke Group's recent consent solicitation and in connection with this
solicitation. New Valley has also agreed to pay to BGLS a fee of 20% of the net
profit received by New Valley or its subsidiaries from the sale of shares of
Common Stock after achieving a rate of return of 20% and after deduction of
certain expenses, including the costs of this solicitation and Brooke Group's
recent consent solicitation and of acquiring the shares of Common Stock. New
Valley has also agreed to indemnify Brooke Group against certain liabilities
arising out of the solicitation. Brooke Group, or New Valley, as applicable,
will seek reimbursement for such expenses from RJR Nabisco, which issue will not
be submitted to a vote of security-holders. Costs related to the solicitation of
proxies include expenditures for attorneys, accountants, public relations or
financial advisers, solicitors, advertising, printing, transportation,
litigation and related expenses and filing fees, and to date are approximately
$2 million and are expected to be approximately $7 million (not including
certain contingent fees based upon the outcome of this solicitation).

CERTAIN LEGAL PROCEEDINGS

On November 20, 1995, Brooke Group filed an action against RJR Nabisco and
its tobacco subsidiary R.J. Reynolds Tobacco Company ("RJ Reynolds") in the
United States District Court of the Southern District of Florida. In the action,
Brooke Group is seeking a declaratory judgment that the Brooke Group Nominees
are not barred from serving as directors of RJR Nabisco under the terms of
Section 8 of the Clayton Act, 15 U.S.C. ss.19 (the "Clayton Act"). Brooke Group
brought the action because it anticipated that RJR Nabisco would commence
litigation under the Clayton Act in an attempt to interfere with Brooke Group's
right to nominate and/or elect a slate of directors committed to an immediate
spinoff of Nabisco. Brooke Group believes that any such

DEFC14A 18th Page of 31 TOC 1st Previous Next ↓Bottom Just 18th
potential litigation would be meritless. Brooke Group filed an amended complaint
on January 29, 1996 to supplement the allegations. RJ Reynolds filed a motion to
dismiss the amended complaint on February 16, 1996.

On November 20, 1995, RJR Nabisco filed an action against Brooke Group, Mr.
LeBow and Mr. Icahn in the United States District Court for the Middle District
of North Carolina. In that action, RJR Nabisco alleges that Brooke Group, LeBow
and Icahn violated sections 14(a) and 10(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rules 14a-9 and 10b-5 promulgated
thereunder, by allegedly making materially false or incomplete statements
concerning the purpose and background of the consent solicitation with respect
to the Spinoff Resolution. RJR Nabisco sought temporary and permanent
injunctions barring Brooke Group, LeBow and Icahn from proceeding with the
consent solicitation until such time as they remedied the alleged disclosure
obligation violations. Brooke Group delivered its blue consent cards with
respect to its consent solicitation to RJR Nabisco on February 20, 1996. RJR
Nabisco alleged that Brooke Group, LeBow and Icahn secretly attempted to form a
group of investors to purchase a 21% interest in RJR Nabisco on the open market,
with the ultimate goal of combining the tobacco businesses of RJR Nabisco and
Brooke Group. According to the complaint, the principal purpose for such a
combination is to eliminate certain alleged actual or potential issues with
which Brooke Group and/or New Valley may be confronted under the Investment
Company Act of 1940. Mr. LeBow is alleged to have met with persons involved in
the international tobacco business in furtherance of this claimed secret plan.
Brooke Group and Mr. LeBow filed a motion to dismiss or transfer the North
Carolina action on December 13, 1995. On December 20, 1995, Brooke Group and Mr.
LeBow filed an answer to the Complaint and filed a counterclaim in this action.
All defendants denied RJR Nabisco's allegations, and Brooke Group and Mr. LeBow
alleged in their counterclaim that RJR Nabisco violated Section 14(a) of the
Exchange Act, and Rule 14a-9 promulgated thereunder, by making false and
misleading statements in, and by omitting material information from,
communications and disclosures to stockholders in opposition to Brooke Group's
consent solicitation. The relief sought includes RJR Nabisco and its affiliates
being preliminarily and permanently enjoined from soliciting stockholders either
to grant revocations of consent or to withhold consents from Brooke Group. RJR
Nabisco's allegations directly contradict the repeated public statements made by
Mr. LeBow that the sole purpose of the consent solicitation was to ask the
stockholders of RJR Nabisco to inform RJR Nabisco's Board that they desire an
immediate spinoff of Nabisco. On February 12, 1996 Brooke Group amended its
counterclaim to supplement the allegations.

CERTAIN INFORMATION REGARDING BROOKE GROUP

Brooke Group is principally engaged, through its indirect ownership of
Liggett, in the manufacture and sale of cigarettes and, through its investment
in New Valley, in the investment banking and brokerage business, ownership and
management of commercial real estate and the acquisition of operating companies.
Brooke Group also has investments in a number of additional companies engaged in
a diverse group of businesses. The principal executive offices of Brooke Group
are located at 100 S.E. Second Street, Miami, Florida 33131.

Brooke Group beneficially owns, directly, 200 shares of Common Stock.
Brooke Group beneficially owns 100% of the outstanding capital stock of BGLS,
which beneficially owns 100% of the outstanding capital stock of Liggett.
Liggett beneficially owns, directly, 200 shares of Common Stock and beneficially
owns, directly, 1,000 shares of Class A Common Stock, par

DEFC14A 19th Page of 31 TOC 1st Previous Next ↓Bottom Just 19th
value $.01 per share, of Nabisco. In addition, BGLS directly and indirectly owns
618,326 Class A Senior Preferred Shares (approximately 60% of such class),
250,885 Class B Preferred Shares (approximately 9% of such class) and 79,794,229
Common Shares (approximately 42% of such class), of New Valley, which
beneficially owns all of the outstanding capital stock of ALKI Corp., a
subsidiary of New Valley ("ALKI"), which beneficially owns, directly, 5,161,750
shares of Common Stock, or approximately 1.9% of the outstanding Common Stock.
Bennett S. LeBow, who is the Chairman of the Board, President and Chief
Executive Officer of Brooke Group and of BGLS, may be deemed to be the
beneficial owner of 10,451,208 shares of common stock of Brooke Group, or
approximately 56.5% of Brooke Group's outstanding common stock, and thus may be
deemed to control Brooke Group. The disclosure of this information shall not be
construed as an admission that Mr. LeBow is the beneficial owner of any of the
Common Stock owned by Brooke Group, BGLS, New Valley, ALKI and/or Liggett either
for purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.

Likewise, Brooke Group beneficially owns 200 shares of Common Stock
directly, and may be deemed to beneficially own, indirectly, the 5,161,750
shares of Common Stock owned by ALKI and the 200 shares of Common Stock owned by
Liggett. The disclosure of this information shall not be construed as an
admission that Brooke Group is the beneficial owner of any of the Common Stock
owned by ALKI and/or Liggett, either for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.

For the same reasons, BGLS may be deemed to beneficially own, indirectly,
the 5,161,750 shares of Common Stock owned by ALKI and the 200 shares of Common
Stock owned by Liggett. The disclosure of this information shall not be
construed as an admission that BGLS is the beneficial owner of any of the Common
Stock owned by ALKI and/or Liggett, either for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.

On October 17, 1995, Brooke Group and BGLS entered into the High River
Agreement with High River, an entity owned by Carl C. Icahn. High River, and two
of its affiliates also owned by Mr. Icahn, beneficially own 8,897,900 shares of
Common Stock. High River agreed in the High River Agreement to grant a written
consent to Brooke Group's proposals in its consent solicitation with respect to
all shares of Common Stock held by it, and to grant a proxy with respect to all
such shares at the 1996 annual meeting for a slate of directors committed to
effect the spinoff. Brooke Group and BGLS agreed in the High River Agreement to
include, in any solicitation statement relating to any solicitation of (i)
stockholder demands to call a special meeting, (ii) written consents or (iii)
proxies, in respect of a proposal to elect an opposing slate of directors, a
pledge to the effect that Brooke Group, BGLS and their affiliates (the "BGL
Group") (A) will not engage in certain mergers, material sales of stock or
assets or other transactions (including a sale of Liggett or shares of Common
Stock to RJR Nabisco) providing a material benefit to the BGL Group not
available to other stockholders of RJR Nabisco (each, a "Business Combination"),
other than a Business Combination consummated simultaneously with or subsequent
to a spinoff of RJR Nabisco's remaining equity interest in Nabisco or another
transaction providing substantially equivalent value to stockholders ("Permitted
Business Combination") (I) prior to the 1996 annual meeting of RJR Nabisco
stockholders, or earlier if the BGL Group is unsuccessful in (a) a solicitation
of stockholder demands to call a special meeting, (b) a solicitation of consents
or proxies to approve certain proposals or (c) having its nominees elected to
constitute a majority of

DEFC14A 20th Page of 31 TOC 1st Previous Next ↓Bottom Just 20th
RJR Nabisco's directors, or (II) during such time as nominees of the BGL Group
constitute a majority of the directors of RJR Nabisco; (B) prior to the
consummation of a spinoff of Nabisco, will not exercise management control over
Nabisco or Nabisco, Inc. or become involved in the ordinary course of its
business and will use its best efforts to ensure that a majority of the present
directors of Nabisco and Nabisco, Inc. remain as directors; and (C) will halt
any solicitation of stockholders demands, consents or proxies if the RJR Nabisco
Board effects a spinoff of Nabisco or a substantially equivalent transaction.
Similarly, High River agreed not to engage in or propose any Business
Combination prior to the earliest of (x) the later of the 1997 annual meeting of
stockholders of RJR Nabisco and the first anniversary of the termination of the
High River Agreement (the "Reference Date"), (y) any termination of the High
River Agreement that occurs at or after certain termination events relating to
failures or an inability to effect the transactions contemplated by the High
River Agreement ("Termination Events") and (z) any termination of the High River
Agreement by Brooke Group or BGLS, or the New Valley Agreement (as defined
below) by New Valley or ALKI, at a time when High River is not in material
breach of its obligations.

The High River Agreement will automatically terminate on October 17, 1996
or upon the earlier termination of the New Valley Agreement (as defined below)
by High River. In addition, any party to the High River Agreement may terminate
it at any time, although the terminating party will be required to pay a fee of
$50 million to the nonterminating party if no Termination Event has occurred and
the nonterminating party is not in material breach of its obligations. The High
River Agreement also provides that any party may terminate the High River
Agreement and be entitled to receive a fee of $50 million from the
nonterminating party if the nonterminating party is in material breach of its
obligations and no Termination Event has occurred. The High River Agreement
further provides that BGLS will be required to pay a $50 million fee to High
River upon the consummation of a Business Combination (including a Permitted
Business Combination) between the BGL Group and RJR Nabisco if (x) such Business
Combination is consummated prior to the Reference Date, (y) a legally binding
agreement to enter into a Business Combination is entered into prior to the
Reference Date and such Business Combination is consummated prior to the second
anniversary of the date of such agreement or (z) nominees of BGL are elected to
constitute a majority of the directors of RJR Nabisco prior to the Reference
Date and a Business Combination is consummated prior to the fifth anniversary of
the date of such election. Finally, the High River Agreement provides that High
River will be entitled to a payment equal to 20% of the net profit with respect
to Common Stock held or sold by New Valley, ALKI or the BGL Group, after
deduction of certain expenses, including the costs of the consent solicitation
and certain proxy solicitations by the BGL Group and the costs of acquiring the
shares of the Common Stock (all of which expenses will be borne by New Valley,
ALKI or the BGL Group). Notwithstanding any such termination, the obligations of
the BGL Group and of High River not to engage in a Business Combination with RJR
Nabisco or the other activities described above will continue for the periods
described above.

Also on October 17, 1995, New Valley and ALKI, a subsidiary of New Valley,
entered into a separate agreement with High River, as amended (the "New Valley
Agreement"). Pursuant to the New Valley Agreement, New Valley sold 1,611,550
shares of Common Stock to High River for an aggregate purchase price of
$51,000,755, thereby approximately equalizing the number of shares of Common
Stock and total investment therein by the parties. In addition, the parties
agreed that each of New Valley and ALKI, on the one hand, and High River and its
affiliates, on the other

DEFC14A 21st Page of 31 TOC 1st Previous Next ↓Bottom Just 21st
hand, would invest up to approximately $150 million in shares of Common Stock,
and may invest up to approximately $250 million in shares of Common Stock in
order to maximize profits. The obligations of the parties to make any
investments is subject to their ability to obtain and maintain margin loans
(using the shares of Common Stock purchased by them as collateral) to fund the
purchases, and to certain provisions of the New Valley Agreement which do not
require any party to purchase shares of Common Stock to the extent the purchase
price would exceed certain hurdles ($35.50 per share in respect of the first
$150 million in investments by each party, and $31.00 per share in respect of
the next $100 million in investments). New Valley and ALKI also agreed in the
New Valley Agreement to grant a stockholder demand, written consent or proxy
with respect to all shares of Common Stock held by them in the event that Brooke
Group or BGLS seeks to call a special meeting of stockholders, obtain the
approval of any of Brooke Group's consent solicitation proposals or replace the
Incumbent Board at the 1996 annual meeting of stockholders. The New Valley
Agreement automatically terminates at the same time, and is subject to earlier
termination by the parties under the same circumstances as the High River
Agreement. The parties to the New Valley Agreement are required to pay fees in
the same amounts and generally under the same circumstances as described above
under the High River Agreement, although the fees payable to a party under the
High River Agreement generally will be offset by fees paid to such party under
the New Valley Agreement, and fees payable to a party under the New Valley
Agreement generally will be offset by fees paid to such party under the High
River Agreement.

On February 29, 1996, New Valley entered into a total return equity swap
transaction with Internationale Nederlanden (U.S.) Capital Markets, Inc. (the
"Counterparty") relating to 1,000,000 shares of Common Stock. The transaction is
for a period of up to six months, subject to earlier termination at the election
of New Valley, and provides for New Valley to make a payment to the Counterparty
of approximately $1.52 million upon commencement of the swap. At the termination
of the transaction, if the price of the Common Stock during a specified period
prior to such date (the "Final Price") exceeds the price of the Common Stock
during a specified period following the commencement of the swap (the "Initial
Price"), the Counterparty will pay New Valley an amount in cash equal to the
amount of such appreciation with respect to 1,000,000 shares of Common Stock
plus the value of any dividends with a record date occurring during the swap
period. If the Final Price is less than the Initial Price, then New Valley will
pay the Counterparty at the termination of the transaction an amount in cash
equal to the amount of such decline with respect to 1,000,000 shares of Common
Stock, offset by the value of any dividends, provided that, with respect to
approximately 400,000 shares of Common Stock, New Valley will not be required to
pay any amount in excess of an approximate 25% decline in the value of the
shares. If the Initial Price differs from $34.25 per share, New Valley or the
Counterparty, as the case may be, will make an adjustment payment to the other
on March 14, 1996 in respect of that difference. The potential obligations of
the Counterparty under the swap are being guaranteed by ING Bank N.V., and New
Valley has pledged certain collateral in respect of its potential obligations
under the swap and has agreed to pledge additional collateral under certain
conditions.

Brooke Group, along with its wholly-owned subsidiary BGLS, is hereby
pledging to the stockholders of RJR Nabisco that it will terminate this
solicitation if, prior to the Annual Meeting, the Incumbent Board irrevocably
declares a dividend or other distribution to RJR Nabisco stockholders of all or
substantially all of RJR Nabisco's remaining equity interest in Nabisco or

DEFC14A 22nd Page of 31 TOC 1st Previous Next ↓Bottom Just 22nd
makes a legally binding commitment to engage in another transaction with respect
to RJR Nabisco's investment in Nabisco providing substantially equivalent
economic benefits to stockholders.

Brooke Group, along with BGLS, is hereby pledging to the stockholders of
RJR Nabisco that the BGL Group will not engage in a Business Combination, other
than a Permitted Business Combination, at any time prior to the Annual Meeting
or during such time as the Brooke Group Nominees constitute a majority of the
directors of RJR Nabisco.

ADDITIONAL INFORMATION

Certain information regarding RJR Nabisco Voting Securities held by RJR
Nabisco's Directors, nominees, management and 5% stockholders is contained in
RJR Nabisco's Proxy Statement and is incorporated herein by reference.
Information concerning the date by which proposals of security holders intended
to be presented at the next annual meeting of stockholders of RJR Nabisco must
be received by RJR Nabisco for inclusion in RJR Nabisco's proxy statement and
form of proxy for that meeting is also contained in RJR Nabisco's Proxy
Statement and is incorporated herein by reference.

Brooke Group assumes no responsibility for the accuracy or completeness of
any information contained herein which is based on, or incorporated by reference
to, RJR Nabisco's Proxy Statement.

BROOKE GROUP LTD.

March 1, 1996

DEFC14A 23rd Page of 31 TOC 1st Previous Next ↓Bottom Just 23rd
SCHEDULE I
SHARES HELD BY BROOKE GROUP, ITS DIRECTORS AND
EXECUTIVE OFFICERS, CERTAIN EMPLOYEES OF BROOKE GROUP,
THE BROOKE GROUP NOMINEES AND CERTAIN OTHER PERSONS WHO
ARE OR MAY BE PARTICIPANTS IN THIS SOLICITATION, AND CERTAIN
TRANSACTIONS BETWEEN ANY OF THEM AND RJR NABISCO

Certain information relating to the ownership of RJR Nabisco Voting
Securities by Brooke Group, BGLS, New Valley, ALKI, Liggett and Mr. LeBow is set
forth under "Certain Information Regarding Brooke Group." Additionally, Mr.
Chakalian, who is the Chairman of the Board, President and Chief Executive
Officer of Liggett, may be deemed to beneficially own the shares of Common Stock
beneficially owned by Liggett. The disclosure of this information shall not be
construed as an admission that Mr.Chakalian is the beneficial owner of any of
the Common Stock owned by Liggett either for purposes of Section 13(d) of the
Exchange Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.

Mr. Lampen beneficially owns directly 2,000 shares of Common Stock. Dr.
Starbuck beneficially owns directly 1,000 shares of Common Stock. Mr. Strauss
beneficially owns directly 1,000 shares of Common Stock, as the trustee of a
trust. High River, and two of its affiliates also owned by Mr. Icahn,
beneficially owns 8,897,900 shares of Common Stock, and therefore, Mr. Icahn may
be deemed to beneficially own, indirectly, such shares of Common Stock.

Except as disclosed in this Proxy Statement, none of Brooke Group, New
Valley, BGLS, Liggett, ALKI, the Brooke Group Nominees or any other person named
in Schedule II owns any securities of RJR Nabisco or any parent or subsidiary of
RJR Nabisco, beneficially or of record, or is or was within the past year a
party to any contract, arrangement or understanding with any person with respect
to any such securities. Except as disclosed in this Proxy Statement, to the
knowledge of Brooke Group, New Valley, BGLS, Liggett, ALKI, the Brooke Group
Nominees and the persons named in Schedule II, none of their associates
beneficially owns, directly or indirectly, any securities of RJR Nabisco.

Except as disclosed in this Proxy Statement, none of Brooke Group, New
Valley, BGLS, Liggett, ALKI, the Brooke Group Nominees or any other person named
in Schedule II, or to their knowledge, any of their associates, has any
arrangements or understandings with any person with respect to (1) any future
employment by RJR Nabisco or its affiliates or (2) any future transactions to
which RJR Nabisco or any of its affiliates will or may be a party, nor had or
will have a direct or indirect material interest in any transaction or series of
similar transactions since the beginning of RJR Nabisco's last fiscal year, or
any currently proposed transaction or series of similar transactions, to which
RJR Nabisco or any of its subsidiaries was or is to be a party and in which the
amount involved exceeds $60,000.

In connection with its tobacco business, Liggett conducts business with
certain subsidiaries of RJR Nabisco. As of November 1, 1995, Liggett has entered
into an agreement with R.J. Reynolds Tobacco Company ("RJ Reynolds") an indirect
subsidiary of RJR Nabisco. Pursuant to this agreement, RJ Reynolds has agreed to
process tobacco products provided by Liggett into reconstituted sheet tobacco.
Liggett is obligated to pay to RJ Reynolds between $1.7 million and $2.5 million
during the term of the agreement, which expires on December 31, 1996, unless
extended or renewed. Liggett and RJR Packaging ("RJR Packaging") have entered
into supply agreements whereby RJR Packaging has agreed to supply certain
specified cigarette foil liner stock ("foil") from February 1, 1995 through
approximately December 31, 1996 to Liggett. Liggett will likely pay RJR
Packaging $180,000 per month for foil pursuant to this agreement.

I-1

DEFC14A 24th Page of 31 TOC 1st Previous Next ↓Bottom Just 24th
The following table sets forth information relating to RJR Nabisco Voting
Securities purchased or sold within the past two years by the following persons:

[Enlarge/Download Table]

Number of Shares
----------------------------------------
Date Purchased Sold
---- --------- ----

1. NEW VALLEY CORPORATION
02/24/95 ................................................... 200,000(1)(4)
02/27/95 ................................................... 200,000(1)(4)
03/01/95 ................................................... 100,000(1)(4)
03/02/95 ................................................... 12,900(1)(4)
03/06/95 ................................................... 100,000(2)(4)
1,000(2)(3)
108,600(1)(4)

03/16/95 ................................................... 1,000(2)(3)

07/28/95 ................................................... 200,000(4)

2. ALKI CORP. (5)
08/30/95 ................................................... 295,700
08/31/95 ................................................... 200,000
09/06/95 ................................................... 175,600
09/07/95 ................................................... 300,000
09/11/95 ................................................... 9,800
09/12/95 ................................................... 200,000
09/13/95 ................................................... 300,000
09/15/95 ................................................... 227,500
09/18/95 ................................................... 76,900
09/19/95 ................................................... 700,000
09/25/95 ................................................... 150,000
09/27/95 ................................................... 200,300
09/28/95 ................................................... 25,200
09/29/95 ................................................... 100,000
10/02/95 ................................................... 130,000
10/03/95 ................................................... 50,000
10/04/95 ................................................... 50,000
10/05/95 ................................................... 150,000
10/09/95 ................................................... 425,000
10/10/95 ................................................... 75,000
10/11/95 ................................................... 138,100

10/18/95 ................................................... 275,000
10/20/95 ................................................... 150,000
1,611,550(9)
10/23/95 ................................................... 650,000
10/24/95 ................................................... 950,000
10/26/95 ................................................... 200,000
621,500(1)
02/22/96 ................................................... 116,700
02/23/96 ................................................... 100,000
02/26/96 ................................................... 52,500

3. LIGGETT GROUP INC.
03/01/95 ................................................... 200(2)

4. BROOKE GROUP LTD.
11/15/95 ................................................... 200

5. WILLIAM STARBUCK
11/14/95 ................................................... 1,000

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DEFC14A 25th Page of 31 TOC 1st Previous Next ↓Bottom Just 25th
[Enlarge/Download Table]

Number of Shares
----------------------------------------
Date Purchased Sold
---- --------- ----

6. RICHARD LAMPEN
11/13/95 ................................................... 2,000

7. PETER STRAUSS
2/6/96 ..................................................... 400

8. HIGH RIVER LIMITED PARTNERSHIP(6)
7/21/95 .................................................... 160,000(7)
140,000(8)
7/24/95 .................................................... 46,100
7/25/95 .................................................... 35,000
7/26/95 .................................................... 100,000
7/27/95 .................................................... 124,000
7/31/95 .................................................... 68,000
8/01/95 .................................................... 84,200
8/02/95 .................................................... 20,100
8/03/95 .................................................... 83,000(7)
8/04/95 .................................................... 11,100(7)
8/07/95 .................................................... 7,000(7)
8/14/95 .................................................... 50,000(7)
8/21/95 .................................................... 87,400(7)
8/22/95 .................................................... 135,000(7)
8/23/95 .................................................... 5,000
8/24/95 .................................................... 25,000
8/25/95 .................................................... 25,000
10/19/95 ................................................... 146,700

10/20/95 .................................................. 1,779,650(9)
10/23/95 .................................................. 667,300
10/24/95 .................................................. 900,450
10/25/95 .................................................. 998,000
10/26/95 .................................................. 1,366,000
10/27/95 .................................................. 949,000
2/21/96 .................................................... 150,000
2/22/96 .................................................... 257,500
2/26/96 .................................................... 52,500
2/28/96 .................................................... 105,500
2/29/96 .................................................... 319,400

Unless noted by either (1) or (3), securities traded are Common Stock.

(1) Securities are PERCS.

(2) Number of shares of Common Stock restated to reflect the April 12, 1995
one-for-five reverse split.

(3) Securities are Common Stock Call Options.

(4) New Valley subsequently transferred such securities to ALKI on or about
September 22, 1995.

(5) ALKI's RJR Nabisco Voting Securities are contained in a margin account in
the regular course of business of a broker in connection with the purchases
listed in the table. As of February 29, 1996, $83,143,846 of this
indebtedness was outstanding.

(6) On December 21, 1995, High River loaned to an affiliate 2,951,000 shares
of RJR Nabisco Voting Securities to further collateralize such affiliate's
line of bank credit. The balance of High River's shares of RJR Nabisco
Voting Securities are contained in margin accounts in the regular course
of business, at various broker dealers.

(7) Securities purchased through Riverdale Investors Corp., an affiliate of
High River.

(8) Securities purchased through Barberry Corp., an affiliate of High River.

(9) Pursuant to the terms of the New Valley Agreement.

I-3

DEFC14A 26th Page of 31 TOC 1st Previous Next ↓Bottom Just 26th
SCHEDULE II

INFORMATION CONCERNING THE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN
EMPLOYEES OF BROOKE GROUP, AND OTHER PARTICIPANTS.

The following table sets forth the name and the present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of (1)
the directors, executive officers and certain employees of Brooke Group and (2)
other persons who may be deemed participants in the solicitation. Unless
otherwise indicated, the principal business address of each director, executive
officer, employee or other listed person is 100 S.E. Second Street, Miami,
Florida 33131.

DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES
OF BROOKE GROUP

Present Office or Other
Name and Principal Principal Occupation or
Business Address Employment
------------------ ------------------------
Bennett S. LeBow ....... Chairman of the Board, President and Chief Executive
Officer of Brooke Group. Chairman of the Board,
President and Chief Executive Officer of BGLS. Member
of the Board of Directors of Liggett. Chairman of the
Board and Chief Executive Officer of New Valley.

Gerald E. Sauter ....... Vice President, Chief Financial Officer and Treasurer
of Brooke Group. Vice President, Chief Financial
Officer and Treasurer of BGLS. Vice President, Chief
Financial Officer and Treasurer and member of the
Board of Directors of New Valley.

Robert J. Eide ......... Director of Brooke Group. Director of BGLS. Secretary
70 E. Sunrise Hwy and Treasurer of Aegis Capital Corp., a registered
Valley Stream, NY 11581 broker-dealer.

Jeffrey S. Podell ...... Director of Brooke Group. Director of BGLS. Chairman of
26 Jefferson St. the Board and President of Newsote, Inc., parent of
Passaic, NJ 07055 Pantasote, Inc., a former manufacturer of
plastic products.

Andrew E. Balog ........ Associate General Counsel and Assistant Secretary of
Brooke Group. Associate General Counsel and Assistant
Secretary of BGLS and New Valley.

Marc N. Bell ........... General Counsel and Secretary of Brooke Group.
Associate General Counsel and Secretary of New
Valley. Secretary of BGLS.

J. Bryant Kirkland, III. Director of Financial Research and Analysis of
New Valley Corporation.

Robert M. Lundgren ..... Controller of New Valley.

II-1

DEFC14A 27th Page of 31 TOC 1st Previous Next ↓Bottom Just 27th
OTHER PERSONS WHO MAY BE DEEMED PARTICIPANTS

Present Office or Other
Name and Principal Principal Occupation or
Business Address Employment
------------------ ------------------------
Carl C. Icahn ................... Chairman of Board and Chief Executive Officer.
ACF Industries, Incorporated
620 N. Second Street
St. Charles, Missouri 63301

Karen Eisenbud .................. Consultant.
Brooke Group Ltd.
1285 Avenue of the Americas
33rd Floor
New York, NY 10019

Seth Lemler ..................... Consultant.
Brooke Group Ltd.
1285 Avenue of the Americas
33rd Floor
New York, NY 10019

Howard M. Lorber ................ President and Chief Operating Officer.
New Valley Corporation
100 S.E. Second Street
Miami, FL 33131

Michael Wainstein. .............. Consultant.
Brooke Group Ltd.
1285 Avenue of the Americas
33rd Floor
New York, NY 10019

Jorden Podell ................... Consultant.
Brooke Group Ltd.
1285 Avenue of the Americas
33rd Floor
New York, NY 10019

High River Limited Partnership .. Company engaged in investing in securities of
c/o Icahn Associates Corp. various companies.
114 West 47th Street
Suite 1925
New York, NY 10036

BGLS Inc. ........................ Company engaged through subsidiaries in the
manufacture and sale of cigarettes, and
through its investment in New Valley in the
investment banking and brokerage business,
ownership and management of commercial real
estate and the acquisition of operating
companies.

Liggett Group Inc. ............... Company engaged in the manufacture and sale
700 West Main St. of cigarettes.
Durham, NC 27701

New Valley Corporation ........... Company engaged in the investment banking and
brokerage business, ownership and
management of commercial real estate and
the acquisition of operating companies.

Ronald Fulford ................... Consultant.
10 Fawns Leap
Cuddington, Nr. Northwich
Cheshire CW8 2UF
England

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DEFC14A 28th Page of 31 TOC 1st Previous Next ↓Bottom Just 28th
IMPORTANT

1. If your shares are held in your own name, please mark, date and mail the
enclosed BLUE proxy card to our Information Agent, Georgeson & Company Inc., in
the postage-paid envelope provided.

2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can vote such shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a BLUE proxy card to be signed
representing your shares.

3. If you have already submitted a proxy to RJR Nabisco for the Annual
Meeting, you may change your vote to a vote FOR the election of the Brooke Group
Nominees by marking, signing, dating and returning the enclosed BLUE proxy card
for the Annual Meeting, which must be dated after any proxy you may have
submitted to RJR Nabisco. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING
will count at such meeting.

If you have any questions or require any assistance, please call Georgeson
& Company Inc. at the following number:

GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Toll Free: 1-800-SPINOFF

Banks and Brokerage Firms, please call collect:
(212) 440-9800

INTERNET INFORMATION

To access more information about our solicitation on the World Wide Web,
use the following address:

http://www.georgeson.com

http://www.brookegroup.com

DEFC14A 29th Page of 31 TOC 1st Previous Next ↓Bottom Just 29th
PROXY CARD

RJR NABISCO HOLDINGS CORP.
1996 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY BROOKE GROUP LTD.

The undersigned is the record holder of Common Stock, par value $.01 per
share (the "Shares"), of RJR Nabisco Holdings Corp. and hereby appoints each of
Bennett S. LeBow, Howard M. Lorber and Marc N. Bell and each of them with full
power of substitution, for and in the name of the undersigned, to represent and
to vote, as designated below, all Shares that the undersigned is entitled to
vote if personally present at the 1996 Annual Meeting of Stockholders of RJR
Nabisco Holdings Corp., and at any adjournment, postponement or rescheduling
thereof. The undersigned hereby revokes any previous proxies with respect to the
matters covered by this Proxy.

This Proxy, when properly executed, will be voted in the manner marked
herein by the undersigned stockholder. IF NO MARKING IS MADE, THIS PROXY WILL BE
DEEMED TO BE A DIRECTION TO VOTE FOR ALL BROOKE GROUP NOMINEES IN ITEM 1, FOR
THE PROPOSALS LISTED IN ITEMS 2, 7 AND 10 AND TO ABSTAIN FROM VOTING ON ITEMS 3,
4, 5, 6, 8, 9 AND 11.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
BROOKE GROUP LTD. RECOMMENDS A VOTE FOR ITEMS 1, 2, 7 AND 10.

1. Election of Arnold I. Burns, Rouben V. Chakalian, Robert L. Frome, Dale M.
Hanson, Richard J. Lampen, Bennett S. LeBow, Barry W. Ridings, William H.
Starbuck, Peter Strauss and Frederick W. Zuckerman as directors whose terms
expire in 1997.

FOR all nominees (except as marked below) [ ] WITHOLD AUTHORITY for all
nominees [ ]

(INSTRUCTION: To withhold authority to vote for one or more nominees, mark
FOR above and print the name(s) of the person(s) with respect
to whom you wish to withhold authority in the space provided
below.)
---------------------------------------------------------------

2. Ratification of Auditors FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Equal Employment Reporting
Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Discourage Underage
Smoking Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Infants and Tobacco Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. Rating and Curbing
Nicotine Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
7. Non-Tobacco Separation Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
8. Executive Officer Compensation
Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
9. Stock Compensation for Directors
Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
10. Non-Employee Director Pensions
Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]
11. Golden Parachutes Proposal FOR [ ] AGAINST [ ] ABSTAIN [ ]

When shares are held by joint tenants, both should sign. When
signing as attorney-in-fact, executor, administrator, trustee,
guardian, corporate officer or partner, please give full title as
such. If a corporation, please sign in corporate name by
President or other authorized officer. If a partnership, please
sign a partnership name by authorized person.

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Signature(s) of Stockholder(s) Date

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Title, if any

DEFC14A 30th Page of 31 TOC 1st Previous Next ↓Bottom Just 30th
PROXY CARD SERIES C

RJR NABISCO HOLDINGS CORP.
1996 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY BROOKE GROUP LTD.

The undersigned is the record holder of shares of Series C Conversion
Preferred Stock, par value $.01 per share (the "Shares"), of RJR Nabisco
Holdings Corp. and hereby appoints each of Bennett S. LeBow, Howard M. Lorber
and Marc N. Bell and each of them with full power of substitution, for and in
the name of the undersigned, to represent and to vote, as designated below, all
Shares that the undersigned is entitled to vote if personally present at the
1996 Annual Meeting of Stockholders of RJR Nabisco Holdings Corp., and at any
adjournment, postponement or rescheduling thereof. The undersigned hereby
revokes any previous proxies with respect to the matters covered by this Proxy.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
BROOKE GROUP LTD. RECOMMENDS A VOTE FOR ITEMS 1, 2, 7 AND 10.

FOR all nominees (except as marked below) [ ] WITHOLD AUTHORITY for all
nominees [ ]

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Signature(s) of Stockholder(s) Date

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Title, if any

DEFC14A Last Page of 31 TOC 1st Previous Next ↓Bottom Just 31st
PROXY CARD ESOP

RJR NABISCO HOLDINGS CORP.
1996 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY BROOKE GROUP LTD.

The undersigned is the record holder of shares of ESOP Convertible
Preferred Stock, par value $.01 per share and stated value $16 per share (the
"Shares"), of RJR Nabisco Holdings Corp. and hereby appoints each of Bennett S.
LeBow, Howard M. Lorber and Marc N. Bell and each of them with full power of
substitution, for and in the name of the undersigned, to represent and to vote,
as designated below, all Shares that the undersigned is entitled to vote if
personally present at the 1996 Annual Meeting of Stockholders of RJR Nabisco
Holdings Corp., and at any adjournment, postponement or rescheduling thereof.
The undersigned hereby revokes any previous proxies with respect to the matters
covered by this Proxy.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID
ENVELOPE ENCLOSED.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

[X] PLEASE MARK YOUR VOTE AS IN THIS EXAMPLE.
BROOKE GROUP LTD. RECOMMENDS A VOTE FOR ITEMS 1, 2, 7 AND 10.

FOR all nominees (except as marked below) [ ] WITHOLD AUTHORITY for all
nominees [ ]

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Signature(s) of Stockholder(s) Date

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-----------------------------------------------------------------
Title, if any

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFC14A’ Filing	Date	First	Last	Other Filings

	5/31/97	12
	3/31/97	6		10-K405, 10-Q, S-8
	1/1/97	14
	12/31/96	12	23	10-K/A, 10-K405, 10-K405/A
	10/17/96	20
	6/30/96	12		10-Q
	4/30/96	16
	3/14/96	21		DEFA14A, SC 13D/A
Filed on:	3/4/96			DEFA14A, DFAN14A
	3/1/96	2	22
	2/29/96	4	25
	2/23/96	5
	2/21/96	6		DFAN14A
	2/20/96	16	18	DEFA14A, DFAN14A, PRE 14A, PREC14A
	2/16/96	18		DFAN14A
	2/12/96	4	18	DFAN14A
	1/29/96	18
	1/18/96	2
	12/31/95	6		10-K, 10-K/A, 10-K405, NT 10-K
	12/21/95	25		DFAN14A, PRE 14A
	12/20/95	18		PRE 14A
	12/13/95	18
	11/20/95	17	18
	11/1/95	23
	10/17/95	19	20
	9/22/95	25
	4/12/95	25		DEF 14A, PRE 14A
	2/1/95	23		POS AM
	1/18/95	11
	11/15/94	11
	3/31/93	11
				List all Filings

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Filing Submission 0000950110-96-000182 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Vector Group Ltd – ‘DEFC14A’ on 3/4/96 re: RJR Acquisition Corp

As of: Monday, 3/4/96 · Accession #: 950110-96-182 · File #: 1-10215

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents