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)
74960K876
(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)
October 21, 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__ Pages
List of Exhibits is on Page __<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ 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) /X/
(b) //
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
13,964,300
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,964,300
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,964,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Riverdale LLC
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,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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
13,964,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
13,964,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,964,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ Pages
1 NAME OF REPORTING PERSON
American Real Estate Holdings, L.P.
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
3,121,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,121,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,121,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ Pages
1 NAME OF REPORTING PERSON
American Real Estate Partners, L.P.
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,121,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,121,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,121,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ Pages
1 NAME OF REPORTING PERSON
American Property Investors, Inc.
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*
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,121,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,121,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,121,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ 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) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,OO,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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
140,000
8 SHARED VOTING POWER
2,703,800
9 SOLE DISPOSITIVE POWER
140,000
10 SHARED DISPOSITIVE POWER
2,703,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,843,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
One percent
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Meadow Walk 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) /X/
(b) //
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
2,703,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,703,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,703,800
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 percent
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K876 Page __ of __ 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) /X/
(b) //
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
19,929,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,929,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,929,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange
Commission ("SEC") on August 22, 1996, by High River Limited Partnership, a
Delaware Limited Partnership ("High River"), Riverdale LLC, a New York limited
liability company ("Riverdale"), Barberry Corp., a Delaware corporation
("Barberry"), American Real Estate Holdings, L.P., a Delaware limited
partnership ("AREH") American Real Estate Partners, L.P., a Delaware limited
partnership ("AREP"), American Property Investors, Inc., a Delaware
corporation ("API") and Carl C. Icahn ("Icahn"), a citizen of the United
States of America is amended to furnish the additional information set forth
herein. All capitalized terms contained herein but not otherwise defined
shall have the meaning ascribed to such terms in the original 13D previously
filed on August 22, 1996.
Item 2. Identity and Background
Item 2 is amended to add the following:
In addition to High River, Riverdale, Barberry, AREH, AREP, API and
Icahn, this statement is being filed on behalf of Meadow Walk Limited
Partnership, a Delaware limited partnership ("Meadow Walk"). The principal
business address and the address of the principal office of Meadow Walk is 100
South Bedford Road, Mount Kisco, New York 10549.
High River, Riverdale, Barberry, AREH, AREP, API, Icahn and Meadow
Walk (collectively, the "Registrants") may be 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").
Meadow Walk is primarily engaged in the business of investing in
securities.
Carl C. Icahn is the sole stockholder and a director of Barberry.
Barberry is the sole general partner of Meadow Walk. As such, Icahn is in a
position, directly and indirectly, to determine to investment and voting
decisions made by Meadow Walk.
Neither Meadow Walk nor any executive officer or director of
Barberry 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.
PAGE
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to add the following:
The aggregate purchase price of the 4,015,500 Shares purchased by
the Registrants not previously reported on a Schedule 13D by the Registrants
was, $109,160,463.40 (including commissions). The source of funding for the
purchase of these Shares was general working capital of the Registrants and
margin accounts in the regular course of business.
Between October 10, 1996 and October 22, 1996, Meadow Walk purchased
2,703,800 Shares. The aggregate purchase for the Shares was $73,528,825.50
(including Commissions). The source of funding for the purchase of these Shares
was working capital of Meadow Walk and funds borrowed pursuant to a margin
account with Wagner Stott in the regular course of business.
Between October 18, 1996 and October 22, 1996, AREH purchased
1,311,700 Shares for an aggregate purchase price of $35,631,637.90 (including
commissions). Such Shares were purchased with AREH's working capital.
Item 4. Purpose of Transaction
Item 4 is amended to add the following:
On October 23, 1996, Mr. Icahn visited the Chief Executive Officer
of Issuer and disclosed in writing the existence of the Employment Agreement
described in Item 6.
Registrants believe that it would be in the best interests of Issuer's
stockholders for Issuer to (a) seek a new Chief Executive Officer of Issuer, (b)
spin off Nabisco Holdings Corp. (c) raise Issuer's annual dividend to $2.00 and
maintain it at that level after the spin-off,(d) attempt to work with members
of the tobacco industry, Congress, plaintiffs' lawyers and the administration
toward a global legislative settlement of the tobacco litigation, and (e) not
adopt a shareholder rights plan, commonly known as a poison pill, in Issuer or
any of its component companies, including Nabisco Holdings Corp. Registrants
are continuing to consider their future course of action with respect to the
Issuer and are continuing to determine, including in discussions with third
parties, the feasibility of conducting a proxy contest, either at a special
meeting of stockholders or at Issuer's next annual meeting of stockholders.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
(a) As of the close of business on October 23, 1996, Registrants,
may be deemed to beneficially own in the aggregate 19,929,800 Shares
representing approximately 7.3% of the Issuer's outstanding Shares (based upon
the 272,108,434 Shares stated to be outstanding as of June 30, 1996, by the
Issuer in the Issuer's 10-Q filing filed with the Securities and Exchange
Commission (the "SEC") on July 31, 1996.)
High River has sole voting power and sole dispositive power with
regard to 13,964,300 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 13,964,300 Shares. Barberry has sole voting
power and sole dispositive power with regard to 140,000 Shares and shared voting
and dispositive power with regard to 2,703,800 Shares. Meadow Walk has sole
voting power and sole dispositive power with regard to 2,703,800 Shares. AREH
has sole voting power and sole dispositive power with regard to 3,121,700
Shares. Both AREP and API have shared voting power and shared dispositive power
with regard to 3,121,700 Shares. Carl C. Icahn has shared voting power and
shared dispositive power with regard to 19,929,800 Shares.
Transactions in the Shares by any of the Registrants effected within
the last sixty (60) 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.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer
Item 6 is amended to add the following:
On October 22, 1996, Icahn Associates Corp. ("Associates") entered
into an agreement with Gary Black pursuant to which Associates employed Black
to, among other things, lead a slate of nominees for the Board of Directors of
Issuer. On October 24, 1996, Black notified Icahn that even though Black
continues to support the concept of Issuer spinning off Nabisco to Issuer's
stockholders, Black does not wish to lead the slate. The status of the
Employment Agreement remains under discussion with Black.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
<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: October 24, 1996
RIVERDALE LLC
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
BARBERRY CORP.
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
MEADOW WALK LIMITED PARTNERSHIP
By: BARBERRY CORP.
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
PAGE
<PAGE>
AMERICAN REAL ESTATE PARTNERS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
By: /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
Name Date No. of Shares Price
Purchased Per Share<F1>
Meadow Walk 10/10/96 29,900 27
Limited 29,000 27.125
Partnership 144,400 27.250
10/11/96 88,000 27.125
75,000 27.250
25,000 27.375
1,500 27.5
106,500 27.625
10/14/96 300,000 27.375
50,000 27.250
1,500 27.125
10/15/96 6,000 27.250
196,000 27.375
26,000 27.625
10/16/96 126,000 27.625
36,000 27.875
10/17/96 260,000 27.5
48,000 27.375
10/18/96 655,000 26.2219
10/22/96 500,000 27.8098
American 10/18/96 350,000 26.2219
Real Estate
Holdings, 10/18/96 2,500 26.000
L.P.
10/21/96 29,000 27.000
267,500 27.125
162,700 27.250
10/22/96 500,000 27.8098
[FN]
<F1>
Does not include Brokerage commission
<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 Stock,
par value $.01 per share of RJR Nabisco Holdings Corp. 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 24
day of October, 1996.
Dated: October 24, 1996
RIVERDALE LLC
By: /s/Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /S/Carl C. Icahn
Carl C. Icahn
Its: Member
BARBERRY CORP.
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the board
MEADOW WALK LIMITED PARTNERSHIP
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
AMERICAN REAL ESTATE PARTNERS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Chairman of the Board
By: /s/ Carl C. Icahn
Carl C. Icahn
