Brooke announces comprehensive economic and corporate governance platform for RJR Board slate; Ronald Fulford, head of Imperial Tobacco, would run RJR Tobacco; Dale Hanson, former head of Calpers, is tenth RJR board nominee.MIAMI--(BUSINESS WIRE)--Feb. 21, 1996--Brooke Group Ltd. (NYSE NYSE See: New York Stock Exchange : BGL BGL The pre-July 1999 ISO 4217 currency code for Bulgarian Lev. ) today announced that the slate of directors it has proposed to replace the RJR Nabisco (NYSE: RN) Board at the 1996 Annual Meeting of Shareholders will be committed to a comprehensive economic and 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. platform that will benefit all RJR Nabisco shareholders. In a preliminary SEC filing, Brooke said its nominees are committed to a three-part platform: immediately spin off Nabisco, revitalize the tobacco business, and improve corporate governance. o Immediately Spin Off Nabisco Brooke's nominees will immediately declare a spinoff of Nabisco (NYSE: NA) to RJR Nabisco shareholders. Neither Brooke Group nor any of its affiliates will exercise any management control over Nabisco (NYSE: NA). o Revitalize Tobacco Business Ronald Fulford to Run RJR RJR R.J. Reynolds RJR Thorny Skate (FAO fish species code) Tobacco -- Brooke has hired Ronald S. Fulford, executive chairman of Hanson PLC's Imperial Tobacco, to serve as chief executive officer of RJR Tobacco. Fulford, who resigned today from Hanson, has engineered a dramatic turnaround since 1987 at Britain's second largest tobacco maker, tripling profits and productivity, while sharply cutting costs, improving margins, and increasing market share. Higher Dividend -- Brooke's nominees will adopt a dividend policy for RJR under which at least 60% of the net cash flow of RJR Tobacco will be declared as cash dividends to shareholders, initially producing an annual dividend of approximately $2.00 per share. o Improve Corporate Governance Add Dale Hanson to Board -- Hanson, former CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of the California Public Employees Retirement System (CalPERS), is Brooke's tenth Board nominee. RJR added a tenth director after Brooke filed its preliminary proxy slate and Brooke had notified RJR that it would nominate another director as soon as it identified a tenth candidate, which Brooke did today. Restrictions on Affiliate Transactions -- Any extraordinary corporate transaction worth more than $2 million per year between RJR (and subsidiaries) and Brooke Group (and affiliates) will require approval by a special committee of independent directors and by shareholders. No Management Entrenchment -- Brooke's nominees will not install a staggered Board of Directors Staggered board of directors Occurs when a portion of directors are elected periodically, instead of all at once. Board terms are often staggered in order to thwart unfriendly takeover attempts, since potential acquirers would have to wait longer before they could take control of a and will not implement a poison pill A defensive strategy based on issuing special stock that is used to deter aggressors in corporate takeover attempts. The poison pill is a defensive strategy used against corporate takeovers. rights plan. Confidential Voting -- Brooke's nominees will amend RJR's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an to adopt a confidential voting procedure for all future matters to be acted upon by shareholders. Terminate Directors Retirement Plan -- Brooke's nominees will terminate the Retirement Plan for future RJR directors. The current plan grants non-employee directors $60,000 per year for up to 15 years after retirement. "This powerful platform should prove once and for all that a vote for Brooke is a vote for real economics, strong new management for RJR's undervalued Undervalued A stock or other security that is trading below its true value. Notes: The difficulty is knowing what the "true" value actually is. Analysts will usually recommend an undervalued stock with a strong buy rating. tobacco business and ironclad ironclad, mid-19th-century wooden warship protected from gunfire by iron armor. The success of the ironclad when first employed by the French in the Crimean War sparked a naval armor and armaments race between France and Great Britain. shareholder protections," said 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. , chairman and CEO of Brooke Group. "Ron Fulford is a world-class tobacco manager and Dale Hanson is one of the foremost experts in corporate governance. Their capabilities, coupled with an immediate spinoff of Nabisco and higher dividends, should benefit RJR and create substantial value for all shareholders." Ronald S. Fulford, 61, has been executive chairman of Imperial Tobacco since 1987 and is a senior associate director of Hanson PLC. He has led an extraordinary turnaround at Imperial Tobacco. Operating profit Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. rose from 127 million pounds in fiscal 1987 to 348 million pounds ($537 million) in fiscal 1995, while profit per employee rose 10-fold. He stopped a long-term slide in market share, and since 1990 has increased share so that Imperial is now challenging the market leader. He previously 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). He began his career at Plessey PLC, where he spent 16 years in trouble shooting controllership roles. He has a degree from the Chartered Institute of Management Accountants The Chartered Institute of Management Accountants (CIMA) is a UK based professional body offering training and qualification in management accountancy and related subjects, focused on accounting for business; together with ongoing support for members. . Dale M. Hanson, 53, is the chief executive of American Partners Capital Group, a provider of financial products and services to institutional investors. From 1987 until 1994, he was chief executive of CalPERS, the largest public employee retirement system in the U.S. and third largest pension system in the world. In 1994, CalPERS had 1.1 million members and assets of more than $82 billion. Hanson, who is widely known as a leader of the shareholder rights movement sweeping corporate America, currently sits on the Advisory Board of Directorship, a leading consulting firm focusing on issues of corporate governance. Hanson is also a member of the Board of ICN ICN International Council of Nurses. Pharmaceuticals (NYSE: ICN), the University of California-Davis Medical School Board of Visitors and the California State University-Sacramento Trust Foundation. Dale Hanson joins nine previously announced Brooke Group nominees to the RJR Board: o Arnold I. Burns, 65, a Senior Partner at Proskauer Rose Goetz & Mendelsohn and former Deputy Attorney General at the United States Department of Justice “Justice Department” redirects here. For other uses, see Department of Justice. The United States Department of Justice (DOJ) is a Cabinet department in the United States government designed to enforce the law and defend the interests of the United States . o Rouben V. Chakalian, 59, President and Chief Executive Officer of Liggett Group Inc., and former Executive Vice President of R.J. Reynolds Tobacco International. o Robert L. Frome, 55, Senior Partner in Olshan Grundman Frome & Rosenzweig, a New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of law firm specializing in corporate and securities law. o Richard J. Lampen, 42, Executive Vice President and General Counsel of New Valley Corporation, who was formerly a Partner in the Miami law firm Steel Hector & Davis and a Managing Director at Salomon Brothers. o Bennett S. LeBow, 57, Chairman and Chief Executive Officer of Brooke Group. o Barry W. Ridings, 43, Managing Director of the investment bank Alex. Brown & Sons. o William H. Starbuck  This article is written like a personal reflection or and may require .Please [ improve this article] by rewriting this article in an . , 61, ITT ITT Initial Teacher Training (UK) ITT I Think That ITT Invitation To Tender ITT Individual Time Trial (professional cycling) ITT Intention-To-Treat ITT In This Thread (forums) Professor of Creative Management in the Stern School of Business at New York University New York University, mainly in New York City; coeducational; chartered 1831, opened 1832 as the Univ. of the City of New York, renamed 1896. It comprises 13 schools and colleges, maintaining 4 main centers (including the Medical Center) in the city, as well as the . o Peter Strauss, 63, independent consultant in the tobacco and confectionery industries, and former Senior Vice President of The American Tobacco Company The American Tobacco Company was founded in 1890 by J. B. Duke as a merger between a number of tobacco manufacturers including Allen and Ginter and Goodwin & Company. The company was one of the original 12 members of the Dow Jones Industrial Average in 1896. . o Frederick W. Zuckerman, 61, former Vice President and Treasurer of IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , Senior Vice President and Treasurer of RJR Nabisco, and Vice President and Treasurer of Chrysler. Brooke announced yesterday that, based on a preliminary count, it has won its consent solicitation to immediately spin off Nabisco and to restore the previous right of shareholders to call special meetings. Brooke delivered to RJR Nabisco consents from 141,749,362 shares, or 50.4% of the 281,206,935 total votes of all shares outstanding, in support of its immediate spinoff proposal. Brooke delivered consents from 151,249,457 shares, or 53.8% of the total votes of all shares outstanding, in support of its special meeting proposal. In its SEC filing, Brooke said it intends to terminate its proxy solicitation if the current RJR Nabisco Board commits to an immediate spinoff of Nabisco to RJR shareholders. Brooke Group is a holding company which controls Liggett Group, tobacco and real estate operations in the former Soviet Union and has a substantial equity interest in New Valley Corp. CERTAIN ADDITIONAL INFORMATION: Brooke Group Ltd. ("Brooke Group") will be soliciting proxies for the proposals set forth in its Preliminary Proxy Statement 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, 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, 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, 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 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 |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion