UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RJR NABISCO HOLDINGS CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74960K 876
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0888
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 5, 1996
(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 which 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 //.
Check the following box if a fee is being paid with the statement
//. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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).
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876 Page of 8 Pages
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) //
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,OO
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
12,414,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
12,414,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,414,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 74960K 876 Page of 8 Pages
1 NAME OF REPORTING PERSON
Riverdale Investors Corp., Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) //
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,AF,OO
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
533,500
8 SHARED VOTING POWER
12,414,800
9 SOLE DISPOSITIVE POWER
533,500
10 SHARED DISPOSITIVE POWER
12,414,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,948,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 74960K 876 Page of 8 Pages
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) //
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,OO
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
140,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
140,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than one tenth (1/10) of one percent.
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 74960K 876 Page of 8 Pages
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) //
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
13,088,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
13,088,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,088,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D filed with the U.S. Securities and Exchange
Commission ("SEC") on March 11, 1996, by High River Limited Partnership, a
Delaware limited partnership ("High River"), Riverdale Investors Corp. Inc.
a Delaware corporation ("Riverdale"), Barberry Corp., a Delaware
corporation ("Barberry") and Carl C. Icahn, a citizen of the United States
of America (collectively, the "Registrants") is amended to furnish the
additional information set forth herein. All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such
terms in the original Schedule 13D previously filed by the Registrants.
Item 2. Identity and Background
Item 2 is amended and restated as follows:
Prior to this Amendment No. 1, Registrants and the Brooke
Entities may have been deemed to be a "group" within the meaning of Section
13(d)(3) promulgated under the Securities Exchange Act of 1934, as amended
(the "Act"). However, as of June 5, 1996, the date of termination of the
High River Agreement and New Valley Agreement (collectively, the
"Agreements"), the Registrants are of the belief that the Registrants and
Brooke Entities may no longer be deemed to be a "group" within the meaning
of Section 13(d)(3) of the Act.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 2,322,500 Shares purchased by
the Registrants not previously reported on a Schedule 13D by the
Registrants was $ 78,103,165 (including commissions). The source of
funding for the purchase of these Shares was general working capital of the
Registrants and funds borrowed pursuant to margin accounts.
Item 4. Purpose of Transaction
Section 4 is hereby amended by adding the following:
As of June 5, 1996, High River and the Brooke Entities terminated the
High River Agreement and New Valley Agreement by mutual consent. The
termination leaves in effect for one year certain provisions of the
Agreements concerning payments to be made to High River in the event New
Valley achieves a profit (after deducting certain expenses) on the sale of
the Shares of Issuer which are held by it or they are valued at the end of
such year at higher than their purchase price or in the event Brooke or its
affiliates engage in certain transactions with Issuer. Other than such
provisions, there are no agreements, arrangements or understandings between
Registrants and the Brooke Entities with respect to the Issuer or its
outstanding securities, and Registrants do not believe that they and the
Brooke Entities constitute a group within the meaning of Section 13(d)(3)
of the Act, although Registrants and the Brooke Entities continue to share
the belief that the Issuer should immediately spin-off Nabisco. However,
unlike the Brooke Entities, Registrants now believe that stockholders of
the Issuer would not support a settlement of the tobacco litigation, except
on an industry-wide basis.
Registrants are considering their future course of action with respect
to the Issuer. They remain of the belief that, in light of the vote of
stockholders who are in favor of an immediate spin-off, and now that the
class of plaintiffs in the Castano litigation has been decertified, it is
incumbent upon management of the Issuer to act in the best interests of
stockholders and immediately spin-off Nabisco during the window of
opportunity that now exists, but may not continue to exist, for the spin-
off. Registrants have been engaged in discussions with third parties,
including but not limited to several large shareholders of the Issuer, to
determine the feasibility of forming a slate of persons totally independent
of Registrants and the Brooke Entities who would call for a special meeting
of stockholders of the Issuer as well as run for election as directors of
the Issuer and who are committed to the idea of the spin-off of Nabisco.
No determination has been made as to the feasibility of such a course of
action. No agreements, arrangements or understandings exist between
Registrants and third persons with respect to the foregoing.
Registrants reserve the right to continue to acquire securities of the
Issuer from time to time in the open market or otherwise. In addition,
they reserve to right to sell any securities of the Issuer at any time and
from time to time in the open market or otherwise.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) As of the close of business on June 5, 1996, Registrants may
be deemed to beneficially own in the aggregate 13,088,300 Shares
representing approximately 4.8% of the Issuer's outstanding Shares (based
upon the 273,094,058 Shares stated to be outstanding as of March 31, 1996,
by the Issuer in the Issuer's 10-Q filing filed with the Securities and
Exchange Commission (the "SEC") on May 1, 1996).
(b) High River has sole voting power and sole dispositive power
with regard to 12,414,800 Shares. Riverdale has sole voting power and sole
dispositive power with regard to 533,500 Shares. Riverdale also has shared
voting power and shared dispositive power with regard to 12,414,800 Shares.
Barberry has sole voting power and sole dispositive power with regard to
140,000 Shares. Carl C. Icahn has shared voting power and shared
dispositive power with regard to 13,088,300 Shares.
(c) Transactions in the Shares by any of the Registrants
effected in the past sixty days are described in Schedule A attached hereto
and are incorporated herein by reference. All such transactions were
effected in the open market on national securities exchanges.
(e) As of June 5, 1996, due to the termination of the High River
Agreement and New Valley Agreement, the Registrants ceased to be the
beneficial owners of more than five (5) percent of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
The High River Agreement, entered into on October 17, 1995 (and
amended on November 5, 1995) and the New Valley Agreement, entered into on
October 17, 1995 (amended by the letter agreement dated October 17, 1995,
and further amended by the letter agreement dated November 5, 1995) were
terminated as of June 5, 1996, pursuant to an Agreement of Termination duly
executed by all parties to the Agreements. The Agreement of Termination
dated as of June 5, 1996, is attached hereto as Exhibit 1, and incorporated
herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits
1. Agreement of Termination between the Registrants and the Brooke
Entities, dated June 5, 1996.
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 5, 1996
RIVERDALE INVESTORS CORP., INC.
By: /s/Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and Treasurer
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP. INC.
Its: General Partner
By: /s/Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and Treasurer
/s/ Carl C. Icahn
Carl C. Icahn
(Signature Page of Schedule 13D Amendment No. 1 with respect
to RJR Nabisco Holdings Corp.)<PAGE>
SCHEDULE A
Schedule of Transactions in the Shares
No. of Shares No. of Price Per
Name Purchased Shares Sold Per Share1
High River 5/21/96 28,400 30.875
Limited 130,500 31
Partnership 18,500 31.125
High River 5/22/96 22,600 30.875
Limited
Partnership
High River 5/23/96 2,000 30.875
Limited
Partnership
1/ Excludes brokerage commissions.
EXHIBIT 1
AGREEMENT OF TERMINATION
THIS AGREEMENT (the "Termination Agreement") is made as
of the 5th day of June, 1996, by and among New Valley Corporation,
a New York corporation ("New Valley"), ALKI Corp., a Delaware
corporation and a direct wholly owned subsidiary of New Valley
("ALKI"), High River Limited Partnership, a Delaware limited
partnership ("High River"), Brooke Group Ltd., a Delaware
corporation ("BGL"), and BGLS Inc. ("BGLS"), a Delaware corporation
and a direct wholly-owned subsidiary of BGL (collectively, the
"Parties").
BGL, BGLS and High River are parties to an agreement
dated October 17, 1995, as amended by the letter agreement dated
November 5, 1995 (the "High River Agreement"). New Valley, ALKI and
High River are parties to an agreement dated October 17, 1995, as
amended by the letter agreement dated October 17, 1995, and as
further amended by the letter agreement dated November 5, 1995 (the
"New Valley Agreement") (the High River Agreement and the New
Valley Agreement are collectively referred to as the "Agreements").
Each of the Parties hereby agrees to terminate each of the
Agreements to which it is a party.
Despite the termination of the Agreements by the mutual
consent as provided herein, the Parties hereto agree that the
effect of such termination shall be as if any of the Parties to
either of the Agreements terminated such Agreement following a
Termination Event applicable to such terminating person.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of this 5th day of June, 1996.
BROOKE GROUP LTD.
By: /s/Bennett S. Lebow
Name: Bennett S. Lebow
Its: Chief Executive Officer<PAGE>
ALKI CORP.
By: /s/Bennett S. Lebow
Name: Bennett S. Lebow
Its: Chief Executive Officer<PAGE>
BGLS INC.
By: /s/Bennett S. Lebow
Name: Bennett S. Lebow
Its: Chief Executive Officer
NEW VALLEY CORPORATION
<PAGE>
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP.,
INC.
By: /s/Edward E. Mattner
Name: Edward E. Mattner
Its: President
By: /s/Bennett S. Lebow
Name: Bennett S. Lebow
Its: Chief Executive Officer
