UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
RJR Nabisco Holdings Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
74960K 876
(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)
December 16, 1998
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
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
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
11,617,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,617,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,617,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
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
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
11,617,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,617,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,617,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
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
18,043,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,043,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,043,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
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
6,426,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,426,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,426,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
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*
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
0
8 SHARED VOTING POWER
6,426,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,426,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,426,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
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*
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
0
8 SHARED VOTING POWER
6,426,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,426,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,426,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Beckton 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
0
8 SHARED VOTING POWER
6,426,100
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,426,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,426,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, par value $0.01 per
share (the "Shares"), of RJR Nabisco Holdings Corp., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 1301
Avenue of the Americas, New York, New York 10019.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership, a
Delaware limited partnership ("High River"), Riverdale LLC, a New York limited
liability company ("Riverdale"), Carl C. Icahn, a citizen of the United States
of America, 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. ("American Property"), and Beckton
Corp., a Delaware corporation ("Beckton") (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
exception of Carl C. Icahn, whose principal business address is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Riverdale is the general partner of High River and is 100 percent owned
by Carl C. Icahn. American Property is the general partner of both AREH and AREP
and AREP is a limited partner of AREH owning 100% of the limited partnership
interests therein. American Property is 100 percent owned by Beckton which is
100 percent owned by Carl C. Icahn.
High River is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of owning real estate
and acting as general partner of High River. Carl C. Icahn's present principal
occupation or employment is acting as President and a Director of Starfire
Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of
the Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, 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. AREP is a master limited partnership primarily engaged in
the business of acquiring and managing real estate investments with a primary
focus on office, retail, industrial,
<PAGE>
hotel and residential properties. AREP's business is conducted through a
subsidiary limited partnership, AREH, in which AREP owns more than a 99% limited
partnership interest. American Property is primarily engaged in the business of
acting as the general partner for AREH and AREP. Beckton is primarily engaged in
the business of wholly owning American Property, which is wholly-owned by Carl
C. Icahn.
The name, citizenship, present principal occupation or employment and
business address of each member of Riverdale and each director and executive
officer of American Property and Beckton is set forth in Schedule A attached
hereto.
Carl C. Icahn is the sole member of Riverdale and owns 100% of
the interests therein. Carl C. Icahn is the sole stockholder and
director of Beckton. As such, Mr. Icahn is in a position directly
and indirectly to determine the investment and voting decisions
made by the Registrants.
Neither High River, Riverdale, Mr. Icahn, AREH, AREP, American
Property, Beckton, nor any executive officer or director of any of
the Registrants, has, during the past five years, (a) been
<PAGE>
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
The aggregate purchase price of the 18,043,300 Shares purchased by the
Registrants was $477,403,498.37 (including commissions). The source of funding
for the purchase of these Shares was general working capital of the Registrants.
ITEM 4. PURPOSE OF TRANSACTION
Registrants have acquired the Shares because they believe that they are
underpriced compared to their intrinsic value. Registrants believe that such
additional value would be reflected in the marketplace following a separation of
the Nabisco food business and the Issuer's tobacco business, resulting from a
spin off, which Registrants favor, of Issuer's holdings in Nabisco to Issuer's
shareholders.
From time to time Representatives of Registrants have met with or spoken to
Steven Goldstone, Chief Executive Officer of Issuer, to make known Registrants'
views concerning the course which they believe that Issuer should take.
Registrant's expressed the belief that Nabisco should be spun-off at this time.
Registrants stated that any argument that a spinoff would be a "fraudulent
conveyance" should now be moot because of the recent tobacco business
settlements with the States. Mr. Goldstone stated he definitely believes that a
separation of the food and the tobacco business should take place and was
currently considering several ways to accomplish this. However, Mr. Goldstone
stated that he was not convinced that a spin-off of Nabisco was practicable at
this time.
Registrants currently plan, but are not committed to having a proxy fight if
the Nabisco holdings is not spun-off before the next annual meeting of Issuer's
shareholders in order to elect directors who would favorably consider a spinoff
of the Nabisco holdings. In that connection, Registrants have and may continue
to speak with third parties, some of whom have contacted Registrants. No
agreements, arrangements or understandings have been reached as a result of any
of such conversations.
Depending upon the market price thereof and upon other conditions, Registrants
may acquire additional Shares from time to time in the open market or otherwise.
In addition, depending upon market prices and other conditions, Registrants may
dispose of the Shares at any time and from time to time in the open market or
otherwise at prices which Registrants may determine.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on December 18, 1998, Registrants may
be deemed to beneficially own, in the aggregate, 17,553,300 Shares, representing
approximately 5.4% of the Issuer's outstanding Shares (based upon the
324,821,028 Shares stated to be outstanding as of October 30, 1998 by the Issuer
in the Issuer's Form 10-Q filing, filed with the Securities and Exchange
Commission on November 12, 1998).
(b) High River has sole voting power and sole dispositive power with
regard to 11,617,200 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 11,617,200 Shares. AREH has sole voting power
and sole dispositive power with regard to 6,246,100 shares. AREP has shared
voting power and shared dispositive power with regard to 6,246,100 shares.
American Property has shared voting power and shared dispositive power with
regard to 6,246,100 shares. Beckton has shared voting power and shared
dispositive power with regard to 6,246,100 shares. Carl C. Icahn has shared
voting power and shared dispositive power with regard to 18,043,300 Shares.
Riverdale and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Act) the
<PAGE>
Shares which High River directly beneficially owns. Each of Riverdale and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes.
Beckton, American Property, AREP and Mr. Icahn, by virtue of their relationships
to AREH (as disclosed in Item 2), may be deemed to beneficially own (as the term
is defined in Rule 13d-3 under the Act) the shares which AREH beneficially owns.
Each of Beckton, American Property, AREP and Mr. Icahn disclaims beneficial
ownership of such shares for all other purposes.
(c) The following table sets forth all transactions with respect to
Shares effected during the past sixty (60) days by any of the Registrants. All
such transactions were effected in the open market, the table excludes
commissions paid.
No. of Shares Price
NAME DATE PURCHASED PER SHARE
High River 12/9/98 140,000 $28.2500
High River 12/10/98 763,500 $28.265
High River 12/11/98 415,000 $28.1633
High River 12/14/98 585,400 $28.6827
High River 12/15/98 10,000 $28.500
AREH 10/12/98 195,700 $26.3416
AREH 10/13/98 235,000 $26.0431
AREH 10/14/98 210,000 $26.0460
AREH 10/15/98 40,000 $25.7344
AREH 10/16/98 200,000 $25.7775
AREH 10/18/98 35,000 $25.4966
AREH 10/20/98 200,000 $25.078
AREH 10/21/98 50,000 $24.7375
AREH 10/22/98 100,000 $24.575
AREH 10/23/98 55,500 $25.232
AREH 10/26/98 44,500 $24.8385
AREH 10/27/98 100,000 $24.4663
AREH 10/28/98 75,000 $25.2917
<PAGE>
AREH 12/1/98 148,400 $28.9497
AREH 12/2/98 148,800 $28.8750
AREH 12/3/98 350,000 $28.6238
AREH 12/4/98 270,100 $28.7892
AREH 12/7/98 245,000 $28.4379
AREH 12/8/98 495,100 $28.2584
AREH 12/16/98 637,000 $28.527
AREH 12/17/98 470,000 $28.1277
AREH 12/18/98 500,000 $27.8868
AREH 12/21/98 450,000 $28.228
AREH 12/22/98 40,000 $28.375
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
<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: December __, 1998
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
<PAGE>
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /S/ CARL C. ICAHN
Name: CARL C. ICAHN
Title: Director, Chairman of the Board
Beckton Corp.
By: /S/ CARL C. ICAHN
Name: CARL C. ICAHN
Title: Sole Director, Chairman of the Board
/S/ CARL C. ICAHN
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to RJR Nabisco Holdings Corp.]
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of Each Member
of Riverdale and Each Director of American Property and
Beckton.
The following sets forth the name, position, and principal occupation
of each member of Riverdale, American Property and Beckton. 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.
RIVERDALE LLC
NAME POSITION
Carl C. Icahn Member
AMERICAN PROPERTY INVESTORS, INC.
NAME POSITION BUSINESS ADDRESS
Carl C. Icahn Director, Chairman
of the Board
Alfred D. Kingsley Director Greenway Partners
277 Park Avenue
27th Floor
New York, NY 10017
William A. Director American Real Estate Partners
Leidesdorf 100 South Bedford Road
Mt. Kisco, NY 10549
Jack G. Wasserman Director Wasserman, Schneider & Babb
111 Broadway
19th Floor
New York, NY 10006
John P. Saldarelli Vice President, American Real Estate Partners
Secretary and 100 South Bedford Road
Treasurer Mt. Kisco, NY 10549
<PAGE>
H.J. Gerard Vice President and American Real Estate Partners
Controller 100 South Bedford Road
Mt. Kisco, NY 10549
Martin Hirsch Vice President
Gail Golden Assistant Secretary
BECKTON CORP.
NAME POSITION
Carl C. Icahn Director, Chairman
of the Board
Edward E. Mattner President, Treasurer
and Secretary
<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 ___th day of
December, 1998.
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Member
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Director, Chairman of the Board
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /S/ CARL C. ICAHN
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /S/ CARL C. ICAHN
Name: CARL C. ICAHN
Title: Director, Chairman of the Board
Beckton Corp.
By: /S/ CARL C. ICAHN
Name: CARL C. ICAHN
Title: Sole Director, Chairman of the Board
/S/ CARL C. ICAHN
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to
RJR Nabisco Holdings Corp.]
