UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
March 12, 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 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
(Amendment No. 4)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on December 22, 1998, and amended on January 25, 1999, by 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., a Delaware corporation
("American Property"), and Beckton Corp., a Delaware corporation ("Beckton"),
relating to the common shares, par value $0.01 per share (the "Shares"), of RJR
Nabisco Holdings Corp. (the "Issuer"), and amended on February 12, 1999, to
among other things, add Meadow Walk Limited Partnership, a Delaware limited
partnership ("Meadow Walk"), and Barberry Corp., a Delaware corporation
("Barberry") as additional registrants (collectively with High River, Riverdale,
Carl C. Icahn, AREH, AREP, American Property, and Beckton, the "Registrants"),
and amended on March 11, 1999, 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 previously filed
statement on Schedule 13D.
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 25,725,700 Shares previously
reported by the Registrants was $688,739,674.75 (excluding commissions).
Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following:
As required by Issuer's by-laws, Icahn & Co., Inc. ("Icahn & Co."), the
record owner of certain Shares beneficially owned by certain of the Registrants,
notified issuer on March 12, 1999, that it intended to propose nominations of
persons for election as directors at the 1999 Annual Meeting. A copy of the
notification letter (the "Notification Letter") is attached hereto as Exhibit 1
and incorporated in its entirety herein by reference. The Notification Letter
names nine intended nominees. The Notification Letter provides Issuer with
certain information required by Issuer's by-laws concerning Icahn & Co. and
certain of its affiliates and concerning the nominees.
<PAGE>
In furtherance of the proxy contest, High River has entered into
agreements with the intended nominees (the "Nominee Agreement") named in the
Notification Letter. The form of the Nominee Agreement is attached hereto as
Exhibit 2 and incorporated in its entirety herein by reference.
It is the present intent of the Registrants not to sell their Shares
prior to the completion of the proxy contest.
Item 7. Material to be Filed as Exhibits
1. Notification Letter from Icahn & Co., Inc. and certain of its
affiliates to Issuer, dated as of March 12, 1999
2. Form of Nominee Agreement
<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: March 12, 1999
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By:
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By:
Name: Carl C. Icahn
Title: Member
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By:
Name: Carl C. Icahn
Title: Chairman of the Board
[Signature Page of Amendment No. 4 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: __________________
Name: Carl C. Icahn
Title: Chairman of the Board
American Property Investors, Inc.
By: ______________________
Name: CARL C. ICAHN
Title: Chairman of the Board
Beckton Corp.
By: ______________________
Name: CARL C. ICAHN
Title: Chairman of the Board
Meadow Walk Limited Partnership
By: BARBERRY CORP.,
General Partner
By: ______________________
Name: Carl C. Icahn
Title: Chairman of the Board
[Signature Page of Amendment No. 4 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
Barberry Corp.
By: _______________________
Name: Carl C. Icahn
Title: Chairman of the Board
[Signature Page of Amendment No. 4 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
EXHIBIT INDEX
Exhibit 1 Notification Letter from Icahn & Co.,
Inc. and certainof its affiliates to
Issuer, dated as of March 12, 1999
Exhibit 2 Form of Nominee Agreement
RJR Nabisco Holding Corp.
March 12, 1999
Page 1
Icahn & Co., Inc.
1 Wall Street Court
New York, NY 10005
March 12, 1999
Via Hand Delivery
RJR Nabisco Holding Corp.
1301 Avenue of the Americas
New York, New York 10019
Attention: Corporate Secretary
Re: Stockholder Notice to Submit Business
Ladies and Gentlemen:
Icahn & Co., Inc. ("Icahn & Co.") is hereby submitting this
notice on the date hereof in order to comply with the requirements (the "Bylaw
Requirements") set forth in Article I, Section 6 of the By-Laws of RJR Nabisco
Holding Corp. (the "Corporation"). Icahn & Co.'s address is 1 Wall Street Court,
New York, New York 10005. Icahn & Co. is the record owner directly of 1,000
shares (the "Direct Shares") of common stock, par value $.01 per share, of the
Corporation ("Common Stock"), which constitutes less than one percent (1%).
These shares were countersigned and registered on the stock transfer books of
the Corporation in the name "Icahn & Co., Inc." on March 12, 1999. Icahn & Co.
also holds of record in the name of Cede an additional 9,253,000 shares of
Common Stock, which constitutes approximately 2.8% of such class of securities.
Affiliates of Icahn & Co. own the above referenced 9,254,000 shares of Common
Stock as follows: (i) 6,448,000 are beneficially owned by American Real Estate
Holdings, L.P. ("AREH");(ii) 2,562,500 are beneficially owned by High River
Limited Partnership ("High River"); and (iii) 243,300 are beneficially owned by
Meadow Walk Limited Partnership ("Meadow Walk"). High River and Meadow Walk have
each approved and join with the giving of this notice by Icahn & Co. For further
information on the beneficial ownership of the Corporation's securities by Icahn
& Co. and its affiliates, including, without limitation, High River and Carl C.
Icahn, reference should be made to Annex A to this notice.
Icahn & Co. hereby represents that it intends to appear at the
1999 annual meeting of the Corporation's stockholders (the "Annual Meeting") in
person or by proxy to submit the business specified in this notice.
<PAGE>
RJR Nabisco Holding Corp.
March 12, 1999
Page 2
Icahn & Co. is seeking at the Annual Meeting to elect the
following persons as members of the Board of Directors of the Corporation and,
in that regard, proposes to nominate the following persons (each a "Nominee"
and, collectively, the "Slate") as nominees for election as directors of the
Corporation at the Annual Meeting:
Jerome Becker
Harold First
Seymour Fliegal
Russell Glass
Martin Hirsch
Carl Icahn
Robert Mitchell
Felix Pardo
Jack Wasserman
The reason for conducting such business at the Annual Meeting
is to nominate a slate of directors of the Corporation whose current intention,
among other things, is to effect the prompt spinoff of the remaining 80.5% of
Nabisco Holdings Corp. ("Nabisco") held by the Corporation to its stockholders.
As required by the Bylaw Requirements, Icahn & Co. hereby
advises you that certain information relating to each of the Nominees as
required by the Bylaw Requirements is set forth in Annexes C through K of this
notice. Except as set forth herein or in any of such Annexes (or any attachments
thereto), to the best knowledge of Icahn & Co. (i) no Nominee owns any
securities of the Corporation or any parent or subsidiary of the Corporation,
directly or indirectly, beneficially or of record, or has purchased or sold any
securities of the Corporation within the past two years, and none of their
associates beneficially owns, directly or indirectly, any securities of the
Corporation, (ii) no Nominee, his associates or any member of his immediate
family, or Icahn & Co. or their associates has any arrangement or understanding
with any person (a) with respect to any future employment by the Corporation or
its affiliates or (b) with respect to future transactions to which the
Corporation or any of its affiliates will or may be a party, nor any material
interest, direct or indirect, in any transaction, or series of similar
transactions, that has occurred since January 1, 1998 or any currently proposed
transaction, or series of similar transactions, to which the Corporation or any
of its subsidiaries was or is to be a party and in which the amount involved
exceeds $60,000, (iii) no Nominee is, or was within the past year, a party to
any contract, arrangement or understanding
<PAGE>
RJR Nabisco Holding Corp.
March 12, 1999
Page 3
with any person with respect to any securities of the Corporation, including,
but not limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits
or the giving or withholding of proxies, (iv) no Nominee or any of his
associates has any arrangement or understanding with any person pursuant to
which he was or is to be selected as a director, nominee or officer of the
Corporation and (v) there is no other information with respect to any Nominee
that is required to be disclosed in solicitations of proxies for election of
directors or is otherwise required by the rules and regulations of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended. Matters disclosed in any part of this notice, including the
Annexes and any attachments thereto, should be deemed disclosed for all purposes
of this notice. The written consent of each of the Nominees as required by the
Bylaw Requirements is attached as Annex L.
The following is a general description of all arrangements or
understandings between certain affiliates of Icahn & Co., including, without
limitation, High River and each Nominee and any other person, pursuant to which
the nomination or nominations set forth above are being made, which, to the
extent the same is memorialized in an agreement and annexed to this notice, is
qualified in its entirety by reference to the more complete and detailed
information contained in such agreements:
Agreements with Nominees
High River has entered into a letter agreement (the "Nominee
Agreement") with each of the Nominees: Messrs. Becker, First, Fliegal, Glass,
Hirsch, Icahn, Mitchell, Pardo and Wasserman. A copy of the form of the Nominee
Agreement is attached hereto as Annex B, and provides, among other things, as
follows:
o The Nominee acknowledges that he has agreed to become a member of the
Slate to stand for election as director of the Corporation in
connection with a proxy contest with management of the Corporation in
respect of the election of directors of the Corporation at the Annual
Meeting.
o High River has agreed to pay the costs of the proxy contest.
o The Nominee acknowledges that the Slate will run for election
on a platform which advocates the prompt spinoff of Nabisco to
stockholders of the Corporation and that the Proxy Statement
regarding the election of the Slate will disclose such. The
<PAGE>
RJR Nabisco Holding Corp.
March 12, 1999
Page 4
Nominee acknowledges that he is in agreement with the platform and presently
intends to take such action, acknowledging that he is not, and cannot be, bound
to do so.
o High River has agreed to indemnify each Nominee from and against any
losses incurred by the Nominee arising from any action relating to such
Nominee's role as a nominee on the Slate, absent gross negligence or
willful misconduct.
Icahn & Co. will promptly provide any other information
reasonably requested by the Corporation pursuant to the Bylaw Requirements.
Please be advised, however, that, notwithstanding the compliance by Icahn & Co.
with the Bylaw Requirements, neither the delivery of this notice in accordance
with the terms of the Bylaws Requirements nor the delivery of any additional
information, if any, provided by Icahn & Co. or any of its affiliates to the
Corporation from and after the date hereof shall be deemed to constitute an
admission by Icahn & Co. or any of its affiliates of the legality or
enforceability of the Bylaw Requirements or a waiver by any such person or
entity of its right to, in any way, contest or challenge the enforceability
thereof.
Very truly yours,
/s/ Carl C. Icahn
Carl C. Icahn
Chairman of the Board
and President of Icahn & Co., Inc.
and on behalf of Barberry Corp. and
Riverdale LLC, the general partners
of Meadow Walk Limited Partnership
and High River Limited Partnership,
respectively
[signature page to RJR stockholder proposal notice]
<PAGE>
ANNEX A
High River is the direct beneficial owner of 18,020,800 shares ("Shares")
of RJR Nabisco Holdings Corp. common stock. Riverdale LLC ("Riverdale") is the
indirect beneficial owner of 18,020,800 Shares. Barberry Corp. ("Barberry") is
the indirect beneficial owner of 1,256,700 Shares. Meadow Walk is the direct
beneficial owner 1,256,700 Shares. AREH is the direct beneficial owner of
6,448,200 Shares. Each of American Real Estate Partners, L.P. ("AREP"), American
Property Investors ("API") and Beckton Corp. ("Beckton") are indirect beneficial
owners of 6,448,200 Shares. Icahn & Co. is the record owner of 9,254,000 of the
Shares described above.
Riverdale, the general partner of High River, is over 99 percent owned by
Mr. Icahn. Barberry, the sole general partner of Meadow Walk, is wholly owned by
Mr. Icahn. API, the general partner of both AREH and AREP, is wholly owned by
Beckton, which is wholly owned by Mr. Icahn. As such, Mr. Icahn may be deemed to
be the indirect beneficial owner of 25,725,700 Shares.
<PAGE>
ANNEX B
High River Limited Partnership
March ___, 1999
Dear :
This will confirm our understanding as follows:
1. You have agreed to become a member of a slate of nominees (the
"Slate") to stand for election as directors of RJR Nabisco Holdings Corp.("RJR")
in connection with a proxy contest with management of RJR in respect of the
election of directors of RJR at the 1999 Annual Meeting of Stockholders of RJR
(the "1999 Annual Meeting"), expected to be held in May 1999, or a special
meeting of stockholders of RJR called for a similar purpose (the "Proxy
Contest").
2. The undersigned agrees to pay the costs of the Proxy Contest.
3. You understand that the Slate will run for election on a platform
which advocates the prompt spinoff of Nabisco Holdings Corp. ("Nabisco") to
stockholders of RJR and that the proxy statement and other proxy material to be
provided to stockholders of RJR regarding the election of the Slate
(collectively, the "Proxy Statement") will disclose such. Given that
understanding, you have informed the undersigned that you are in agreement with
the platform and presently intend to take such action, acknowledging that you
are not, and cannot be, bound to do so.
4. You understand that, pursuant to the By-Laws of RJR, it will be
difficult, if not impossible, to replace nominees who, such as yourself, have
agreed to serve on the Slate and later change their minds and determine not to
seek election. Accordingly, the Slate is relying upon your agreement to seek
nomination. In that connection, you are being supplied with questionnaires in
which you will provide the undersigned with information necessary for the
undersigned to make appropriate disclosure both to RJR and for use in creating
the proxy material to be sent to stockholders of RJR and to be filed with the
Securities and Exchange Commission. You have agreed that (i) you will
immediately complete and sign the questionnaire and return it to the undersigned
and (ii) your responses to the questions contained therein will be true and
correct in all respects. In addition, you have agreed that, concurrently with
your execution of this letter, you will execute a letter or other instrument
directed to RJR informing RJR that you consent to being a nominee of the
undersigned for the election as a director of RJR and, if elected, consent to
serving as a director of RJR.
5. The undersigned hereby agrees that, so long as you actually
<PAGE>
serve on the Slate, the undersigned will defend, indemnify and hold you harmless
from and against any and all losses, claims, damages, penalties, judgments,
awards, liabilities, costs, expenses and disbursements (including, without
limitation, reasonable attorneys' fees, costs, expenses and disbursements)
incurred by you in the event that you become a party, or are threatened to be
made a party, to any civil, criminal, administrative or arbitrative action, suit
or proceeding, and any appeal thereof relating solely to your role as a nominee
for director of RJR on the Slate. Your right of indemnification hereunder shall
continue after the election has taken place but only for events which occurred
during the period from the date hereof until the date of the 1999 Annual Meeting
or special meeting of stockholders regarding the election of the Slate in the
event that you are a candidate for election at such special meeting. Anything to
the contrary herein notwithstanding, the undersigned is not indemnifying you for
any action taken by you or on your behalf which occurs prior to the date hereof
or subsequent to the 1999 Annual Meeting or such earlier time as you are no
longer a nominee of the Slate for election to RJR's Board of Directors or for
any actions taken by you as a director of RJR, if you are elected. Nothing
herein shall, be construed to provide you an indemnity in the event you are
found to have engaged in a violation of any provision of state or federal law in
connection with the Proxy Contest unless you demonstrate that your action taken
in good faith and in a manner you reasonably believed to be in or not opposed to
the best interests of electing the Slate or if you acted in a manner which
constitutes gross negligence or willful misconduct. In the event that you shall
make any claim for indemnification hereunder, you shall promptly notify the
undersigned in the event of any third-party claims actually made against you or
known by you to be threatened. In addition, with respect to any such claim, the
undersigned shall be entitled to defend you with counsel of its choice. The
undersigned shall not be responsible for any settlement of any claim against you
covered by this indemnity without its prior written consent. However, the
undersigned may not enter into any settlement of any such claim without your
consent unless such settlement includes a release of you from any and all
liability in respect of such claim.
6. Each of us recognizes that should you be elected to the Board of
Directors of RJR all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duty to the
stockholders of RJR and, as a result, that there is, and can be, no agreement
between you and the undersigned which governs the decisions which you will make
as a director of RJR, including, without limitation, the matters described in
paragraph 3 above.
<PAGE>
Should the foregoing agree with your understanding, please so indicate
in the space provided below, whereupon this letter will become a binding
agreement between us.
Very truly yours,
High River Limited Partnership
By Riverdale LLP, General Partner
By_______________________________
Its:
Agreed to and Accepted
as of the date first
above written
- ------------------------
<PAGE>
ANNEX C
JEROME M. BECKER
Name: Jerome M. Becker (the "Nominee")
Age: 63
Business 605 Third Avenue
Address: New York, NY 10158
Residence 1675 York Avenue
Address: New York, NY 10128
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Jerome M. Becker, Esq.
605 Third Avenue
New York, NY 10158
1995 - Present
Sole Practitioner
Davidoff & Malito
605 Third Avenue
1981 - 1995
New York, NY 10158
Of Counsel
The entities listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
<PAGE>
ANNEX D
HAROLD FIRST
Name: Harold First (the "Nominee")
Age: 62
Business 345 Park Avenue
Address: New York, NY 10154
Residence 13-55 Wilkens Court
Address: Fairlawn, NJ 07410
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Harold First
345 Park Avenue
New York, NY 10154
1993 - Present
Financial Consultant - Self Employed
The entity listed above is not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
Philip Services Corporation
PANACO Inc.
Tel-Save.com, Inc.
Currently, the Nominee beneficially owns 500 shares of common stock, par value
$0.01 per share, of RJR Nabisco ("Common Stock"), which constitutes less than
one percent (1%) of such class of securities. The Nominee purchased these shares
on July 21, 1998.
<PAGE>
ANNEX E
SEYMOUR FLIEGEL
Name: Seymour Fliegel (the "Nominee")
Age: 67
Business 28 West 44th Street
Address: New York, NY 10036
Residence 166-40 Powells Cove Blvd.
Address: Whitestone, NY 11357
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Center for Educational Innovation
28 West 44th Street
New York, NY 10036
January 1989 - Present
President (January 1999-Present)
Senior Fellow (January 1989-Present)
Sy Fliegel Associates
(Educational consulting business)
July 1989 - Present
President
The entities listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
<PAGE>
ANNEX F
RUSSELL D. GLASS
Name: Russell D. Glass (the "Nominee")
Age: 36
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 166-25 Powells Cove
Address: Beechhurst, NY 11357
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Icahn Associates Corp.
767 Fifth Avenue
New York, NY 10153
1998 - Present
President and Chief Investment Officer
Lowestfare.com, Inc.
767 Fifth Avenue
New York, NY 10153
1998 - Present
Vice Chairman
Relational Investors LLC
4330 La. Jolla Village Drive
San Diego, CA
1996 - 1998
Partner
Premier Partners Inc.
274 North Undermountain Road
Sheffield, MA 01257
1988 - 1996
Partner
The entities listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following
<PAGE>
companies that have a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that
are subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
National Energy Group, Inc.*
- --------
*held directorship when an Order for Relief Under Chapter 11 of the
Bankruptcy Code was entered against National Energy in February 1999.
<PAGE>
ANNEX G
MARTIN HIRSCH
Name: Martin Hirsch (the "Nominee")
Age: 43
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 34 McGuiness Lane
Address: White Plains, NY 10605
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
American Real Estate Partners, L.P.
100 South Bedford Road
Mt. Kisco, NY 10549
1991 - Present
Vice President
The entity listed above is not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
National Energy Group, Inc.*
Stratosphere Corporation
Currently, the Nominee beneficially owns 100 shares of common stock, par value
$0.01 per share, of RJR Nabisco ("Common Stock"), which constitutes less than
one percent (1%) of such class of
- --------
*held directorship when an Order for Relief Under Chapter 11 of the
Bankruptcy Code was entered against National Energy in February 1999.
<PAGE>
securities. The Nominee purchased these shares on April 12, 1996.
<PAGE>
ANNEX H
CARL C. ICAHN
Name: Carl C. Icahn (the "Nominee")
Age: 63
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 15 West 53rd Street
Address: New York, NY 10019
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Starfire Holding Corporation (formerly Icahn
Holding Corporation)
100 South Bedford Road
Mt. Kisco, NY 10549
1984 - Present
Chairman of the Board and Chief Executive
Officer
ACF Industries, Incorporated
620 North Second Street
St. Charles, MO 63301
1984 - Present
Chairman of the Board and Chief Executive
Officer
ACF Industries Holdings Corp.
620 North Second Street
St. Charles, MO 63301
1993 - Present
Chairman of the Board and Chief Executive
Officer
Icahn & Co., Inc.
One Wall Street Court
New York, NY 10005
1968 - Present
Chairman of the Board, President and Chief
Executive Officer
<PAGE>
American Property Investors, Inc.
100 South Bedford Road
Mt. Kisco, NY 10549
1990 - Present
Chairman of the Board and Chief Executive
Officer
Bayswater Realty & Capital Corp.
100 South Bedford Road
Mt. Kisco, NY 10549
1979 - Present
Chairman of the Board
Stratosphere Corporation
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104
October 1998 - Present
Chairman of the Board
Lowestfare.com, Inc.
767 Fifth Avenue
New York, NY 10153
1998 - Present
Chairman of the Board
Cadus Pharmaceutical Corporation
777 Old Saw Mill River Road
Tarrytown, NY 10591
1995 - 1996
Co-Chairman of the Board
The entities listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
American Property Investors, Inc., the
general partner of American Real Estate
Partners, L.P.
Stratosphere Corporation
The Nominee beneficially owns, indirectly, with shared voting
and investment power, 25,725,700 shares of common stock, par value $0.01 per
share, of RJR Nabisco, which constitutes approximately 7.9% of such class of
securities.
<PAGE>
ANNEX I
ROBERT J. MITCHELL
Name: Robert J. Mitchell (the "Nominee")
Age: 52
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 3 Woodland Drive
Address: Woodbury, NY 11797
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
ACF Industries, Incorporated
620 North Second Street
St. Charles, MO 63301
1995 - Present
Senior Vice President - Finance (Treasurer
from December 1984 to March 1995)
ACF Industries Holdings Corp.
620 North Second Street
St. Charles, MO 63301
1993 - Present
President and Treasurer
Icahn & Co., Inc.
One Wall Street Court
New York, NY 10005
1984 - Present
Vice President and Liaison Officer
The entities listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
<PAGE>
Cadus Pharmaceutical Corporation
National Energy Group, Inc.*
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*held directorship when an Order for Relief Under Chapter 11 of the
Bankruptcy Code was entered against National Energy in February 1999.
<PAGE>
ANNEX J
FELIX PARDO
Name: Felix Pardo (the "Nominee")
Age: 61
Business 313 Warren Street
Address: Glen Falls, NY 12801
Residence 33 Washington Avenue
Address: Cambridge, MA 02140
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Dyckerhoff Inc.
313 Warren Street
Glen Falls, NY 12801
Chairman (July 1998 - Present)
Phillip Services Corporation
100 King Street West
P.O. Box 2440
Hamilton, Ontario L8N 4J6
President (March 1998 - November 1998)
Ruhr-American Coal Corp.
Kanawha Blvd.
Charleston, West Virginia
President (May 1992 - March 1998)
Newalta Corporation
Suite 1200
333 Eleventh Avenue, S.W.
Calgary, Alberta T2R 1L9
Chairman (1992 - March 1998)
The entities listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following
<PAGE>
companies that have a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that
are subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Innovative Valve Technologies, Inc.
Newalta Corporation
PANACO Inc.
Phillip Services Corporation
<PAGE>
ANNEX K
JACK G. WASSERMAN
Name: Jack G. Wasserman (the "Nominee")
Age: 62
Business 111 Broadway
Address: New York, NY 10006
Residence 510 East 86th Street
Address: New York, NY 10028
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Wasserman Schneider and Babb (law firm)
111 Broadway
New York, NY 10006
1996 - Present
Senior Partner
The entity listed above are not a parent, subsidiary or other affiliate of RJR
Nabisco Holdings Corp. ("RJR Nabisco"). The Nominee does not hold any positions
or offices with RJR Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
National Energy Group, Inc.
American Property Investors, Inc., the
general partner of American Real Estate
Partners, L.P.
Currently, the Nominee beneficially owns 1,600 shares of
common stock, par value $0.01 per share, of RJR Nabisco ("Common Stock"), which
constitutes less than one percent (1%) of such class of securities. The Nominee
purchased 1,300 of these shares on December 4, 1998 and the other 300 shares on
February 23, 1999.
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Jerome Becker
Dated: March 10, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Harold First
Dated: March 11, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Sly Fliegel
Dated: March 11, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Russell Glass
Dated: March 10, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Martin Hirsch
Dated: March 11, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Carl C. Icahn
Dated: March 11, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Robert J. Mitchell
Dated: March 10, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Felix Pardo
Dated: March 12, 1999
<PAGE>
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of RJR Nabisco Holdings Corp. (the "Company"), in the
proxy statement and other materials concerning the undersigned's nomination in
connection with the solicitation of proxies from stockholders of the Company to
be voted at the 1999 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Jack G. Wasserman
Dated: March 11, 1999
<PAGE>
High River Limited Partnership
March ___, 1999
Dear :
This will confirm our understanding as follows:
1. You have agreed to become a member of a slate of nominees (the
"Slate") to stand for election as directors of RJR Nabisco Holdings Corp.("RJR")
in connection with a proxy contest with management of RJR in respect of the
election of directors of RJR at the 1999 Annual Meeting of Stockholders of RJR
(the "1999 Annual Meeting"), expected to be held in May 1999, or a special
meeting of stockholders of RJR called for a similar purpose (the "Proxy
Contest").
2. The undersigned agrees to pay the costs of the Proxy Contest.
3. You understand that the Slate will run for election on a platform
which advocates the prompt spinoff of Nabisco Holdings Corp. ("Nabisco") to
stockholders of RJR and that the proxy statement and other proxy material to be
provided to stockholders of RJR regarding the election of the Slate
(collectively, the "Proxy Statement") will disclose such. Given that
understanding, you have informed the undersigned that you are in agreement with
the platform and presently intend to take such action, acknowledging that you
are not, and cannot be, bound to do so.
4. You understand that, pursuant to the By-Laws of RJR, it will be
difficult, if not impossible, to replace nominees who, such as yourself, have
agreed to serve on the Slate and later change their minds and determine not to
seek election. Accordingly, the Slate is relying upon your agreement to seek
nomination. In that connection, you are being supplied with questionnaires in
which you will provide the undersigned with information necessary for the
undersigned to make appropriate disclosure both to RJR and for use in creating
the proxy material to be sent to stockholders of RJR and to be filed with the
Securities and Exchange Commission. You have agreed that (i) you will
immediately complete and sign the questionnaire and return it to the undersigned
and (ii) your responses to the questions contained therein will be true and
correct in all respects. In addition, you have agreed that, concurrently with
your execution of this letter, you will execute a letter or other instrument
directed to RJR informing RJR that you consent to being a nominee of the
undersigned for the election as a director of RJR and, if elected, consent to
serving as a director of RJR.
5. The undersigned hereby agrees that, so long as you actually serve on
the Slate, the undersigned will defend,
<PAGE>
indemnify and hold you harmless from and against any and all losses, claims,
damages, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (including, without limitation, reasonable attorneys' fees, costs,
expenses and disbursements) incurred by you in the event that you become a
party, or are threatened to be made a party, to any civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal thereof
relating solely to your role as a nominee for director of RJR on the Slate. Your
right of indemnification hereunder shall continue after the election has taken
place but only for events which occurred during the period from the date hereof
until the date of the 1999 Annual Meeting or special meeting of stockholders
regarding the election of the Slate in the event that you are a candidate for
election at such special meeting. Anything to the contrary herein
notwithstanding, the undersigned is not indemnifying you for any action taken by
you or on your behalf which occurs prior to the date hereof or subsequent to the
1999 Annual Meeting or such earlier time as you are no longer a nominee of the
Slate for election to RJR's Board of Directors or for any actions taken by you
as a director of RJR, if you are elected. Nothing herein shall, be construed to
provide you an indemnity in the event you are found to have engaged in a
violation of any provision of state or federal law in connection with the Proxy
Contest unless you demonstrate that your action taken in good faith and in a
manner you reasonably believed to be in or not opposed to the best interests of
electing the Slate or if you acted in a manner which constitutes gross
negligence or willful misconduct. In the event that you shall make any claim for
indemnification hereunder, you shall promptly notify the undersigned in the
event of any third-party claims actually made against you or known by you to be
threatened. In addition, with respect to any such claim, the undersigned shall
be entitled to defend you with counsel of its choice. The undersigned shall not
be responsible for any settlement of any claim against you covered by this
indemnity without its prior written consent. However, the undersigned may not
enter into any settlement of any such claim without your consent unless such
settlement includes a release of you from any and all liability in respect of
such claim.
6. Each of us recognizes that should you be elected to the Board of
Directors of RJR all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duty to the
stockholders of RJR and, as a result, that there is, and can be, no agreement
between you and the undersigned which governs the decisions which you will make
as a director of RJR, including, without limitation, the matters described in
paragraph 3 above.
2
<PAGE>
Should the foregoing agree with your understanding, please so indicate
in the space provided below, whereupon this letter will become a binding
agreement between us.
Very truly yours,
High River Limited Partnership
By Riverdale LLP, General Partner
By_______________________________
Its:
Agreed to and Accepted
as of the date first
above written
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[Signature page to agreement to become member of a slate of
nominees to stand for election as directors of RJR Nabisco]
3
<PAGE>
