UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__)*
NEW VALLEY CORPORATION
(Name of Issuer)
COMMON SHARES, $.01 PAR VALUE
WARRANTS TO PURCHASE COMMON SHARES
(TITLE OF CLASS OF SECURITIES)
649080504
649080116
(CUSIP NUMBER)
MARC WEITZEN, ESQ.
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 WEST 47TH STREET, 20TH FLOOR
NEW YORK, NEW YORK 10036
(212) 626-0800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 4, 1999
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Tortoise Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
2
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Chelonian Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares 311,301
Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
3
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Unicorn Associates Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
4
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
ACF Industries, Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
5
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
ACF Industries Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
6
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
7
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
8
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,686 Common Shares
311,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
9
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Little Meadow Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
20,000 Common Shares
1000 Warrants to Purchase Common Shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
20,000 Common Shares
1000 Warrants to Purchase Common Shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 Common Shares
1000 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09% of Common Shares
0.006% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
CO
10
<PAGE>
SCHEDULE 13D
CUSIP Nos. 649080504; 649080116
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,262,686 Common Shares
312,301 Warrants to Purchase Common Shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,262,686 Common Shares
312,301 Warrants to Purchase Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,262,686 Common Shares
312,301 Warrants to Purchase Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% of Common Shares
1.7% of Warrants to Purchase Common Shares
14 TYPE OF REPORTING PERSON*
IN
11
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, par value
$0.01 per share (the "Common Shares"), and warrants to purchase
Common Shares (the "Warrants") of New Valley Corporation, a
Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 100 S.E. Second
Street, Miami, Florida 33131.
Item 2. Identity and Background
The persons filing this statement are Tortoise Corp., a New York
corporation ("Tortoise"), Chelonian Corp., a New York corporation ("Chelonian"),
Unicorn Associates Corporation, a New York corporation ("Unicorn"), ACF
Industries, Incorporated, a New Jersey corporation ("ACF"), ACF Industries
Holding Corp., a Delaware corporation ("ACF Holding"), Highcrest Investors
Corp., a Delaware corporation ("Highcrest"), Buffalo Investors Corp., a New York
corporation ("Buffalo"), Starfire Holding Corporation, a Delaware corporation
("Starfire"), Little Meadow Corp., a Delaware corporation ("Little Meadow"), and
Carl C. Icahn, a citizen of the United States of America (collectively, the
"Registrants"). The principal business address and the address of the principal
office of the Registrants is 100 South Bedford Road, Mount Kisco, New York
10549, with the following exceptions: (i) ACF's principal business address is
620 North Second Street, St. Charles, Missouri 63301; and (ii) Carl C. Icahn's
principal business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th
Floor, New York, New York 10153.
Tortoise is 100 percent owned by Chelonian. Chelonian is 100 percent
owned by Unicorn. Unicorn is 100 percent owned by ACF. ACF is 100 percent owned
by ACF Holding. ACF Holding is 100 percent owned by Highcrest. Highcrest is 100
percent owned by Buffalo. Buffalo is 100 percent owned by Starfire. Each of
Starfire and Little Meadow is 100 percent owned by Carl C. Icahn.
Carl C. Icahn's present principal occupation or employment is acting as
President and a Director of Starfire, and as the Chairman of the Board and
Director of various of Starfire's subsidiaries, including ACF. Starfire is
primarily engaged in the business of holding, either directly or through its
subsidiaries, a majority of the common stock of ACF. ACF is primarily engaged in
the business of leasing, selling and manufacturing railroad freight and tank
cars. Tortoise, Chelonian, Unicorn, ACF Holding, Highcrest, Buffalo and Little
Meadow are primarily engaged in the business of holding and investing in
securities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of Tortoise, Chelonian,
Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow are
set forth in Schedule A attached hereto.
12
<PAGE>
Carl C. Icahn is the sole stockholder and director of each of Starfire
and Little Meadow. As such, Mr. Icahn is in a position directly and indirectly
to determine the investment and voting decisions made by the Registrants.
Neither Tortoise, Chelonian, Unicorn, ACF, ACF Holding, Highcrest,
Buffalo, Starfire, Little Meadow, Mr. Icahn, nor any executive officer or
director of any of the Registrants, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting, or mandating activities subject to, Federal or
State securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
See Item 4 herein.
Item 4. Purpose of Transaction
The Issuer consummated a plan of recapitalization on June 4, 1999,
pursuant to which, among other things: (i) each $15.00 Class A Increasing Rate
Cumulative Senior Preferred Share ($100 liquidation), $.01 par value, was
reclassified into 20 Common Shares and one Warrant; and (ii) each $3.00 Class B
Cumulative Convertible Preferred Share, $.10 par value, was reclassified into
1/3 of a Common Share and five Warrants. As a result of the recapitalization,
the 62,301 Class A Senior Preferred Shares and the 50,000 Class B Preferred
Shares beneficially owned by the Reporting Persons were reclassified into
1,262,686 Common Shares and 312,301 Warrants.
Except as set forth in this Item 4, none of the Reporting Persons has
any present plans or proposals which relate to or would result in any of the
matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D
(although the right to develop such plans or proposals is reserved). Depending
upon the market price thereof and upon other conditions, Registrants may acquire
additional securities of the Issuer from time to time in the open market or
otherwise. In addition, depending upon market prices and other conditions,
Registrants may dispose of the securities of the Issuer at any time and from
time to time in the open market or otherwise at prices which Registrants may
determine.
13
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Registrants may be deemed to beneficially
own, in the aggregate: (i) 1,262,686 Common Shares, representing approximately
5.4% of the 23,317,261 Common Shares outstanding as of June 4, 1999 (as reported
in the Issuer's registration statement on Form S-1, File No. 333-79837); and
(ii) 312,301 Warrants, representing approximately 1.7% of the 17,898,629
Warrants outstanding as of June 5, 1999.
Assuming exercise of the Warrants held by the Reporting Persons only,
the percentage of the Common Shares that the Reporting Persons may be deemed to
beneficially own would be 6.7%. Assuming exercise of all outstanding Warrants,
the percentage of Common Shares that the Reporting Persons may be deemed to
beneficially own would be 3.8%.
(b) Tortoise has sole voting power and sole dispositive power with
regard to 1,242,686 Common Shares and 311,301 Warrants. Little Meadow has sole
voting power and sole dispositive power with regard to 20,000 Common Shares and
1000 Warrants. Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo and
Starfire have shared voting power and shared dispositive power with regard to
1,242,686 Common Shares and 311,301 Warrants. Carl C. Icahn has shared voting
power and shared dispositive power with regard to 1,262,686 Common Shares and
312,301 Warrants.
Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and
Mr. Icahn, by virtue of their relationships to Tortoise (as disclosed in Item
2), may be deemed to beneficially own (as that term is defined in Rule 13d-3
under the Act) the Common Shares and Warrants which Tortoise directly
beneficially owns. Each of Chelonian, Unicorn, ACF, ACF Holding, Highcrest,
Buffalo, Starfire and Mr. Icahn disclaims beneficial ownership of such Common
Shares and Warrants for all other purposes. Mr. Icahn, by virtue of his
relationship to Little Meadow (as disclosed in Item 2), may be deemed to
beneficially own (as the term is defined in Rule 13d-3 under the Act) the Common
Shares and Warrants which Little Meadow beneficially owns. Mr. Icahn disclaims
beneficial ownership of such shares for all other purposes.
(c) See Item 4 herein.
(d) Not applicable.
(e) Not applicable.
14
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, neither any of the Registrants nor any
person referred to in Schedule A attached hereto, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
15
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 14, 1999
TORTOISE CORP.
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: Vice President
CHELONIAN CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
ACF INDUSTRIES, INCORPORATED
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: Senior Vice President-Finance
ACF INDUSTRIES HOLDING CORP.
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: President
16
<PAGE>
HIGHCREST INVESTORS CORP.
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: Assistant Secretary
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
STARFIRE HOLDING CORPORATION
By: /s/ Gail Golden
------------------------
Name: Gail Golden
Title: Authorized Signatory
LITTLE MEADOW CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
/s/ Carl C. Icahn
- ------------------------
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to New Valley
Corporation]
17
<PAGE>
SCHEDULE A
-----------
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of Each Executive
Officer and Director of Tortoise, Chelonian, Unicorn, ACF, ACF Holding,
Highcrest, Buffalo, Starfire and Little Meadow
The following sets forth the name, position, and principal occupation
of each director and executive officer of Tortoise, Chelonian, Unicorn, ACF, ACF
Holding, Highcrest, Buffalo, Starfire and Little Meadow. Each such person is a
citizen of the United States of America. Except as otherwise indicated, the
business address of each director and officer is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153. To the best of Registrants'
knowledge, except as set forth in this statement on Schedule 13D, none of the
directors or executive officers of the Registrants own any shares of the Issuer.
<TABLE>
<S> <C> <C>
TORTOISE CORP.
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President
Gail Golden Vice President and Secretary
Robert J. Mitchell Vice President and Assistant Secretary
CHELONIAN CORP.
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President and Treasurer
Gail Golden Vice President and Secretary
UNICORN ASSOCIATES CORPORATION
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President and Treasurer
Gail Golden Vice President and Secretary
18
<PAGE>
ACF INDUSTRIES, INCORPORATED
Name Position Business Address
- ---- -------- ----------------
Carl C. Icahn Director and Chairman
of the Board
Robert J. Mitchell Senior Vice President-
Finance and Secretary
Gail Golden Assistant Secretary
Alfred D. Kingsley Director and Vice Greenway Partners
Chairman of the Board 277 Park Avenue
27th Floor
New York, NY 10017
James J. Unger Director and Vice ACF Industries, Inc.
Chairman of the Board 620 N. Second Street
St. Charles, MO 63301
Roger D. Wynkoop President Same as above
Carl D. Eckhoff Vice President-Taxes Same as above
Umesh Choksi Treasurer Same as above
Nancy Collins Assistant Secretary Same as above
ACF INDUSTRIES HOLDING CORP.
Name Position
- ---- --------
Carl C. Icahn Director and Chairman of the Board
Richard T. Buonato Director, Vice President and Secretary
Robert J. Mitchell President and Treasurer
HIGHCREST INVESTORS CORP.
Name Position
- ---- --------
Carl C. Icahn Director, Chairman of the Board and President
Richard T. Buonato Director, Senior Vice President and Treasurer
Edward E. Mattner Director
Gail Golden Vice President and Secretary
Robert J. Mitchell Assistant Secretary
19
<PAGE>
BUFFALO INVESTORS CORP.
Name Position
- ---- --------
Richard T. Buonato Director, Vice President, Secretary and
Comptroller
Edward E. Mattner President and Treasurer
Gail Golden Assistant Secretary
STARFIRE HOLDING CORPORATION
Name Position
- ---- --------
Carl C. Icahn Director, President, Secretary and Treasurer
LITTLE MEADOW CORP.
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President
Gail Golden Vice President and Secretary
Robert J. Mitchell Vice President and Treasurer
Richard T. Buonato Vice President and Assistant Secretary
</TABLE>
20
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common shares, par value $0.01 per share (the "Common Shares"),
and warrants to purchase Common Shares of New Valley Corporation, a Delaware
corporation, and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filings. In evidence thereof, the undersigned, being
duly authorized, have executed this Joint Filing Agreement this 14th day of
June, 1999.
TORTOISE CORP.
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: Vice President
CHELONIAN CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
ACF INDUSTRIES, INCORPORATED
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: Senior Vice President-Finance
21
<PAGE>
ACF INDUSTRIES HOLDING CORP.
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: President
HIGHCREST INVESTORS CORP.
By: /s/ Robert J. Mitchell
------------------------
Name: Robert J. Mitchell
Title: Assistant Secretary
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
STARFIRE HOLDING CORPORATION
By: /s/ Gail Golden
------------------------
Name: Gail Golden
Title: Authorized Signatory
LITTLE MEADOW CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: President
/s/ Carl C. Icahn
- ------------------------
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to
New Valley Corporation]
22
