BROOKE SAYS RJR NABISCO IS IGNORING NYSE RULES BY NOT SETTING A DATE FOR ITS ANNUAL MEETING; RECORD DATE TO BE ABLE TO VOTE IS ONLY TWO DAYS AWAY.MIAMI Miami, cities, United States Miami (mīăm`ē, –ə). 1 City (1990 pop. 358,548), seat of Dade co., SE Fla., on Biscayne Bay at the mouth of the Miami River; inc. 1896. , Fla.--(BUSINESS WIRE)--Feb. 27, 1996--Brooke Group Ltd. (NYSE NYSE See: New York Stock Exchange : BGL BGL The pre-July 1999 ISO 4217 currency code for Bulgarian Lev. ) charged today that RJR Nabisco (NYSE: RN) is ignoring New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. ("NYSE") rules that state member companies should set a date for their Annual Meeting of stockholders by no later than 10 days before the record date they have established for the meeting. RJR Nabisco has set February 29, 1996 as the record date for its 1996 Annual Meeting, yet has failed to disclose when the meeting will take place. According to the Brooke Group, RJR Nabisco has been ignoring the NYSE rules since February 19, 1996. The importance of the record date is that only shareholders of record on that date are eligible to vote at the Annual Meeting. The following letter was sent on February 21, 1996, by Brooke Group's legal counsel Lawrence Lederman of Milbank, Tweed, Hadley & McCloy, to RJR RJR R.J. Reynolds RJR Thorny Skate (FAO fish species code) Nabisco's corporate secretary, H. Colin McBride, but the letter has gone unanswered: "As you know, Brooke Group Ltd. yesterday filed preliminary proxy material with respect to the election of directors at the 1996 Annual Meeting ("the Annual Meeting") of Stockholders of RJR Nabisco Holdings Corp. ("the Company"). The Company also filed its preliminary proxy material, but for some unexplained reason left the meeting date open as "April _____ ". As yet, although it has publicly announced a record date of February 29, 1996, the Company has not announced the date for the Annual Meeting. We can only assume that the Annual Meeting will be held at approximately the same time (mid-April) as last year. Analysts and the media also are speculating that the Annual Meeting will be in mid-April. There is informed speculation to the effect that it has been set for April 19, 1996. We discern no valid reason for the Company to continue to conceal the Annual Meeting date from its stockholders. Stockholders will have to make arrangements to attend the Annual Meeting, as your preliminary material notes. Analysts and the media should not have to speculate on a meeting date. Nor should Brooke, since it will be soliciting. The Company has required advance notice from Brooke of its solicitation, but does not feel constrained to act in accordance with applicable governing principles. Indeed, according to the New York Stock Exchange Listed Company Manual Paragraphs 204.22 and 204.29, the Company should already have delivered a notice to the Stock Exchange which includes `the record date and the meeting date.' It is time to end this petty corporate gamesmanship games·man·ship n. 1. The art or practice of using tactical maneuvers to further one's aims or better one's position: ." Brooke recently announced that, based on a preliminary count, it won its consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with to immediately spin off the Nabisco (NYSE: NA) food business to RJR Nabisco shareholders and to restore the previous right of shareholders to call special meetings. Brooke has proposed a slate of directors to replace the RJR Nabisco (NYSE: RN) Board at the 1996 Annual Meeting. Brooke's directors are committed to a three-part platform: immediately spinning off Nabisco, revitalizing the tobacco business, and improving corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. . Brooke Group controls Liggett Group, tobacco and real estate operations in the former Soviet Union and has a substantial equity interest in New Valley Corporation. CERTAIN ADDITIONAL INFORMATION: Brooke Group Ltd. ("Brooke Group") will be soliciting proxies for the proposals set forth in its Preliminary Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. currently on file with the Securities and Exchange Commission. The following persons may be deemed to be participants in the solicitation by Brooke Group: Brooke Group, BGLS BGLS Bisexual and Gay and Lesbian Students Inc. ("BGLS"), Liggett Group Inc. ("Liggett"), Bennett S. LeBow Bennett LeBow is the Chairman of the Board and CEO of Vector Group, the holding company for, among other companies, Liggett Group Inc., the sixth largest manufacturer of cigarettes in the United States. LeBow has been affiliated with the company since 1986. , Andrew E. Balog, Marc N. Bell, Robert J. Eide, Karen Eisenbud, Ronald Fulford, High River Limited Partnership, Carl C. Icahn, J. Bryant Kirkland, III, Richard J. Lampen, Seth Lemler, Howard M. Lorber, Robert M. Lundgren, Jeffrey S. Podell, Jorden Podell, Gerald E. Sauter, Michael Wainstein, Arnold I. Burns, Rouben V. Chakalian, Robert L. Frome, Dale M. Hanson, Barry W. Ridings, William H. Starbuck Please [ improve this article] by rewriting this article in an . , Peter Strauss and Frederick W. Zuckerman. Brooke Group beneficially owns, directly, 200 shares of RJR Nabisco Common Stock. Brooke Group beneficially owns 100% of the outstanding capital stock of BGLS, which beneficially owns 100% of outstanding capital stock of Liggett. Liggett beneficially owns, directly, 200 shares of RJR Nabisco Common Stock and 1,000 shares of Class A Common Stock of Nabisco Holdings Corp. In addition, BGLS directly and indirectly owns 618,326 Class A Senior Preferred Shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , 250,885 Class B Preferred Shares and 79,794,229 Common Shares, or approximately 56% of the outstanding Class A Senior Preferred Shares, 9% of the Class B Preferred Shares and 42% of the Common Shares, of New Valley Corporation, which owns all of the outstanding capital stock of ALKI Corp., which beneficially owns, directly, 4,892,550 shares of RJR Nabisco Common Stock, or approximately 1.8% of the outstanding RJR Nabisco Common Stock. Bennett S. LeBow, who is the Chairman of the Board, President and Chief Executive Officer of Brooke Group, BGLS and ALKI, may be deemed to be the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 10,521,208 shares of common stock of Brooke Group, or approximately 56.8% of Brooke Group's outstanding common stock. Mr. Lampen currently beneficially owns, directly, 2,000 shares of RJR Nabisco Common Stock. Dr. Starbuck currently beneficially owns, directly, 1,000 shares of RJR Nabisco Common Stock. Mr. Strauss currently beneficially owns, directly, 400 shares of RJR Nabisco Common Stock. To the best of Brooke Group's knowledge, none of the other persons who may be deemed participants currently own any shares of RJR Nabisco stock. CONTACT: George Sard/Anna Cordasco/Paul Caminiti Sard Verbinnen & Co 212/687-8080 |
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