Bankruptcy News For - March 20, 1996

  3. RJR NABISCO releases letter to shareholders


            BENSALEM, Pa., March 20, 1996 - Charming Shoppes, Inc.
        (Nasdaq: CHRS), the retail women's apparel chain, today reported its
        net loss and sales for the fourth quarter and for the twelve months
        ended February 3, 1996.

            For the three months ended February 3, 1996, the Company had a
        net loss of $107,032,000 or $1.04 per share.  This compares to net
        income of $5,163,000 or $.05 per share for the corresponding period
        last year. Fourth quarter sales were $321,822,000 as against sales
        of $345,382,000 during the prior year.  The loss includes a
        restructuring charge which reduced pre-tax income by $103,000,000.
        The charge is related to the closing of underperforming stores as
        well as the restructuring of the Company's overseas sourcing and
        domestic corporate operations.  The after-tax effect on earnings of
        the restructuring charge was $70,000,000 or $.68 per share.  The
        fourth quarter included fourteen weeks as compared to thirteen weeks
        during the prior year.

            For the twelve months ended February 3, 1996, the Company had a
        net loss of $139,241,000 or $1.35 per share.  This compares to net
        income of $44,689,000 or $.42 per share for the corresponding period
        last year. Sales for the twelve months were $1,102,384,000 as
        against $1,272,693,000 during the prior year.  The current year
        included fifty- three weeks as compared to fifty-two weeks during
        the prior year.

            Consumer response to the Company's merchandising assortment
        during the fourth quarter was disappointing.  This negative response
        combined with a continued weakness in women's apparel sales reduced
        customer traffic and caused increased markdowns during the fourth
        quarter as compared to the corresponding period during the prior
        year.  This resulted in decreased sales and decreased gross margins.

            During 1995, Charming Shoppes opened 47 stores and closed 174,
        ending the year with 1,301 stores in 46 states.  The Company ended
        the year with 12,238,000 square feet of leased space.  Charming
        Shoppes operates under the names "Fashion Bug" and "Fashion Bug

                           CHARMING SHOPPES, INC.
              (In thousands, except shares and per-share amounts)
                                     4th Qtr.          4th Qtr.
                                   Fiscal 1996        Fiscal 1995
                          Percent   14 Weeks   Pct.     13 Weeks     Pct.
                          Change             of Sales             of Sales
        Earnings (Loss)
         Per Share           ---       ($1.04)     ---      $0.05      ---
        Sales              -6.8%     $321,822   100.0%   $345,382   100.0%
        Other Income      -32.3%        1,559     0.5%      2,302     0.7%
          Total            -7.0%      323,381   100.5%    347,684   100.7%
        C/G/S, Buying
         & Occupancy       12.6%      295,775    91.9%    262,666    76.0%
        Selling &
         Administrative     9.5%       85,849     26.7%    78,373    22.7%
        Interest Expense  273.5%        2,211     0.7%        592     0.2%
           Expenses        12.4%      383,835   119.3%    341,631    98.9%
        Restructuring Charge  NA      103,000    32.0%          0     0.0%
        Pretax Profit (Loss) N/C    (163,454)   -50.8%      6,053     1.8%
        Less Income
         Taxes (Benefit)     N/C     (56,422)   -17.5%        890     0.3%
        Net Income (Loss)    N/C    (107,032)   -33.3%     $5,163     1.5%
        Average Shares       ---  103,162,169     --- 106,116,409      ---
                                    53 Weeks            52 Weeks
                          Percent  Fiscal 1996  Pct.   Fiscal 1995  Pct.
                          Change             of Sales             of Sales
        Earnings (Loss)
         Per Share           ---      ($1.35)     ---       $0.42      ---
        Sales             -13.4%   $1,102,384  100.0%  $1,272,693   100.0%
        Other Income      -32.1%        6,355    0.6%       9,358     0.7%
          Total           -13.5%    1,108,739  100.6%   1,282,051   100.7%
        C/G/S, Buying
         & Occupancy       -1.5%      917,764   83.3%     932,138    73.2%
        Selling &
         Administrative     5.0%      299,297   27.1%     285,090    22.4%
        Interest Expense   59.1%        3,666    0.3%       2,304     0.2%
        Expenses            0.1%    1,220,727  110.7%   1,219,532    95.8%
         Charge               NA      103,000    9.3%           0     0.0%
        Pretax Profit
         (Loss)              N/C     (214,988) -19.5%      62,519     4.9%
        Less Income
         Taxes (Benefit)     N/C      (75,747)  -6.9%      17,830     1.4%
        Net Income (Loss)    N/C    ($139,241) -12.6%     $44,689     3.5%
        Average Shares       ---  103,038,224     --- 107,207,660      ---

        CONTACT:  Bernard Brodsky, vp and treasurer of Charming Shoppes,


            KINGSTON, Pa., March 20, 1996 - Mark Centers Trust (NYSE:
        MCT) announced that Rich's Department
has filed for Chapter 11
        Bankruptcy protection.  Rich's operated one location with Mark
        Centers Trust at the Auburn Plaza, Auburn, Maine.  Mark Centers
        Trust had anticipated the closing of this store and has been
        actively pursuing replacement tenants.

            Mark Centers Trust is a self-administered equity real estate
        investment trust which specializes in the operation, management,
        leasing, renovation, and acquisition of shopping centers situated in
        underserved retail markets.  Based in Kingston, Pennsylvania, the
        Trust currently owns and operates 39 properties totalling
        approximately 7.2 million square feet, including 34 neighborhood and
        community shopping centers, three enclosed malls and two mixed-use
        facilities located in the Northeastern and Southeastern United
        States.  In addition, the company currently has one community
        shopping center under construction in New Castle, Pennsylvania.

        CONTACT:  Stephen Althoff, Vice President, Director of Operations
        of Mark Centers Trust, 717-288-4581

RJR NABISCO releases letter to shareholders

            NEW YORK -- March 20, 1996 -- RJR Nabisco (NYSE:RN)
        said that the company is mailing the following letter to its
        shareholders today.  

                            March 19, 1996
        Dear Fellow Shareholder:
            By now you have received two separate sets of annual meeting
        proxy materials sent to you by RJR Nabisco and a group controlled by
        corporate raiders Bennett LeBow and Carl Icahn.  The LeBow/Icahn
        group has nominated an alternate slate of directors to replace your
        current board and give the LeBow/Icahn group control of RJR Nabisco.
           We believe your choice is clear:  
           You can vote for your current board of directors, which has
        demonstrated a commitment to managing RJR Nabisco with the interest
        of all shareholders in mind and, having gotten the company out from
        under a crushing debt load, is focusing on responsibly maximizing
        value for all shareholders; or
           You can vote to turn over the company to a new slate of director
        candidates that were hand-picked by Bennett LeBow and Carl Icahn,
        both of whom have repeatedly demonstrated contempt and reckless
        disregard for shareholders at other companies they have controlled.
         A vote for the LeBow/Icahn nominees could leave the company in the
        hands of two corporate raiders with a history of self-enrichment and
        reckless behavior.  
            We believe your current board is best able to manage RJR Nabisco
        for your benefit, in a responsible way that does not "junk"  the
        company and ultimately erode value with unsustainable financial
            We strongly urge you to vote for the company's current board of
        directors at the annual meeting and to vote on the other proposals
        in the manner recommended by your board of directors.  
        Carl Icahn's exploits as a corporate raider and greenmailer are
           In 1985, he gained control of Trans World Airways.  In 1992, TWA
        was forced to file for bankruptcy and Icahn was required to
        relinquish his stock in the company, resign as chairman and loan the
        company $190 million to extinguish his liability for the company's
        underfunded pension obligations.  
           In addition, he has forced a number of companies, including
        Saxon Industries, Hammermill Paper Co.  and Viacom International,
        Inc., to pay him "greenmail" at the expense of other shareholders.  
           Bennett LeBow's corporate abuses are also well chronicled:
           At MAI Systems, LeBow acquired a minority position in the
        company.  He converted his position into a preferred stock holding
        and led the company into bankruptcy, wiping out all other
        shareholders in the process.  LeBow was left with control of the
           At Western Union, LeBow gained control of a company with more
        than $500 million of debt and $25 million of equity.  Under LeBow's
        control, Western Union was unable to pay interest on its debt, fired
        workers and ultimately filed for bankruptcy.  
           LeBow's foray into the tobacco business with Liggett is also
        cause for grave concern.  In the ten years LeBow has controlled the
        company, its volume has dropped by almost 50 percent, its overall
        market share has fallen by almost half to a mere 2.2 percent and its
        total full-price brands' market share have virtually evaporated to
        just one-half of one percent.  
            In all of these cases, the companies involved had boards of
        directors, which in theory should have protected shareholders.  The
        fact is, however, that both raiders have demonstrated time and again
        that they are able to impose damaging financial policies on the
        companies they control, enriching themselves and leaving other
        shareholders with little to show for their investment.  
            A majority of LeBow's slate of director nominees have direct
        financial ties to the LeBow/Icahn group that raise legitimate
        questions about their ability or willingness to represent other
        shareholders over the financial interests of LeBow and Icahn.  LeBow
        and Icahn agreed to pay their slate of nominees a total of $450,000
        before they are even elected and begin receiving director fees from
        RJR Nabisco.  This is especially ironic in that LeBow and Icahn, in
        their proxy materials to you, claim to support curbs on director
        The potential consequences of electing a board slate hand-picked by
                 Bennett LeBow and Carl Icahn are severe.  
            Just last week, the LeBow/Icahn group demonstrated how dangerous
        its behavior can be to shareholders of RJR Nabisco.  In a high-risk
        gamble to advance their proxy contest agenda, the LeBow/Icahn group
        agreed to a dangerous deal with tobacco litigation plaintiffs.  The
        news of this development wiped out billions of dollars of stock
        market value for holders of RJR Nabisco and other tobacco-related
        stocks and demonstrated, once again, how little regard these men
        have for the long-term interests of other shareholders.  
        The changes put in place by the company's management are producing
        impressive results at RJR Nabisco's operating businesses.  
            Our debt is significantly reduced, the company is now
        financially stable, and we finally are in a position to focus on
        business building and shareholder returns.  We have made a number of
        important strategic, operating and management changes at our
        operating businesses to assure that the company can produce strong
        financial results that will reward shareholders.  The results of
        those changes were obvious in the company's operating performance at
        year-end 1995:
           The domestic tobacco business turned around its market share
        performance after a decline that preceded the leveraged buyout by
        more than a decade.  In the fourth quarter, full- price market
        shares were ahead of the year-ago quarter and the Camel and Doral
        brands showed particularly strong growth in shipments and market
        share.  This progress is a result of a re-energized focus on core
        brand marketing and cost-cutting to meet our commitment to deliver
        strong earnings to shareholders.  
           The international tobacco business finished the year with
        double-digit volume and earnings growth, posting a strong recovery
        from export disruptions early in 1995 in the Middle East and Russia
        and putting the business on track for continued strong performance
        in 1996.  
           Nabisco has grown revenue significantly and increased its
        leading market shares in recent years despite intense competition in
        the U.S. biscuit and nut markets.  The company has also built a
        substantial international business.  Wall Street has greeted our
        initial public offering of Nabisco shares enthusiastically,
        demonstrating its belief that Nabisco has a terrific future ahead of
            With our businesses on track for a strong 1996, the company will
        have the resources needed to enrich shareholders directly and assure
        the company's businesses can sustain their performance in the
        RJR Nabisco is committed to using using more of its growing cash
                      flow to reward shareholders.  
            The board recently adopted an important change in the company's
        financial policy to return increased levels of RJR Nabisco's free
        cash flows to shareholders.  The policy results in two immediate
           A 23 percent increase in RJR Nabisco's annual common dividend
        rate to $1.85 per common share from $1.50 per common share ($.465
        per common share from $.375 per common share on a quarterly basis,
        effective as of the April 1, 1996 dividend).  
           The adoption of a share repurchase objective of approximately
        10 million common shares over the next several years based on the
        achievement of performance targets, and the immediate authorization
        by the board for the company to repurchase up to $100 million of
        stock in 1996.  
            We took these financial actions because of the company's
        tremendous earnings potential, now that its finances are in order
        and its businesses are on track.  
           The RJR Nabisco board is committed to maintaining a level of
           financial integrity for the company that will enable
            it to build on its ability to reward shareholders
                     in a sustainable fashion.  
            While our financial policy represents a dramatic change, it is a
        prudent change.  We did not "junk" RJR Nabisco.  We did not promise
        a dividend level beyond what we believe we can realistically
        maintain. We did not starve the rapidly growing international
        tobacco business that will play an increasingly important role in
        the company s future ability to return value to shareholders.  We
        approved a payout that should maximize value for you today while
        maintaining prospects for future growth in the value of your
        The RJR Nabisco board of directors is committed to a successful
                           spin-off of Nabisco.  
            The board of directors is committed to spinning off Nabisco as
        soon as we believe that it can be done successfully.  Your board has
        already taken a number of steps that were necessary to allow a spin-
        off when it will not jeopardize your investment.  
            In raising the dividend rate to $1.85 on an annualized basis, we
        have increased your common dividend to a level that reflects the
        dividend income the company receives from its 80.5 percent interest
        in Nabisco as well as the performance of the tobacco businesses.  
            We believe this approach is a responsible means of allowing
        shareholders to participate in Nabisco dividend income until we can
        achieve an actual spin-off for you.  
               The RJR Nabisco board is committed to a structure
                       that benefits all shareholders.  
            Over the past 18 months, the company has evolved from a company
        controlled by one leveraged buy-out investment firm to a company
        with broad, public ownership.  Your board recently voted to form a
        new corporate governance and nominating committee of the board to
        provide a formal means of determining what additional steps are
        necessary to complete the company's transition.  The committee will
        be limited to outside directors of the company and will be chaired
        by former Assistant Secretary of State Rozanne Ridgway.  
            In carrying out its responsibilities, the corporate governance
        and nominating committee will review and recommend appropriate
        changes regarding board policies, including director compensation,
        and recruit additional outside directors committed to managing the
        company responsibly for your benefit.  
           We urge you NOT to sign or return the BLUE proxy cards
               sent to you by the LeBow/Icahn group or its
                    agents, including Brooke Group.  
            We ask you to sign, date and return the accompanying WHITE card,
        using the enclosed postage-paid envelope, indicating your support of
        the company's board and management.  If you have any questions or
        need assistance in completing the enclosed WHITE card, please call
        our solicitors: MacKenzie Partners, Inc., toll free, at 1-800-322-
        2885 or D.F.  King & Co., Inc., toll free, at 1-800-290-6430.  
                   On Behalf of Your Board of Directors,
                   Charles M. Harper         Steven F. Goldstone
                   Chairman                  President and
                                             Chief Executive Officer
        CONTACT: RJR Nabisco Holdings Corp., New York
                 Carol Makovich, (212) 258-5785