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 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)
January 22, 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. 1)
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
14,959,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
14,959,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,959,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
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
14,959,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,959,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,959,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
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
21,408,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
21,408,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,408,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
(Amendment No. 1)
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
6,448,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,448,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,448,200
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
(Amendment No. 1)
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
6,448,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,448,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,448,200
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
(Amendment No. 1)
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
6,448,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,448,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,448,200
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
(Amendment No. 1)
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
6,448,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,448,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,448,200
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
(Amendment No. 1)
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on December 22, 1998, 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. ("American Property"), and Beckton Corp., a
Delaware corporation ("Beckton") (collectively, the "Registrants"), relating to
the common shares, par value $0.01 per share (the "Shares"), of RJR Nabisco
Holdings Corp. (the "Issuer"), 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
The aggregate purchase price of the 3,364,700 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$93,740,847.20 (including commissions). The source of funding for the purchase
of these Shares was general working capital of the Registrants.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on January 22, 1999, Registrants may be
deemed to beneficially own, in the aggregate, 21,408,000 Shares, representing
approximately 6.6% 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 14,959,800 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 14,959,800 Shares. AREH has sole voting power
and sole dispositive power with regard to 6,448,200 shares. AREP has shared
voting power and shared dispositive power with regard to 6,448,200 shares.
American Property has shared voting power and shared dispositive power with
regard to 6,448,200 shares. Beckton has shared voting power and shared
dispositive power with regard to 6,448,200 shares. Carl C. Icahn has shared
voting power and shared dispositive power with regard to 21,408,000 Shares.
<PAGE>
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 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 since the most recent filing on Schedule 13D 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
AREH 1/19/99 22,100 $27.6250
High River 1/20/99 591,500 $27.9748
High River 1/20/99 600,000 $27.9748
High River 1/21/99 200,000 $27.3750
High River 1/21/99 883,500 $27.8250
High River 1/21/99 700,000 $27.8250
High River 1/22/99 183,800 $27.9175
High River 1/22/99 183,800 $27.9175
<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: January 22, 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: Director, Chairman of the Board
[Signature Page of Amendment No. 1 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: Director, Chairman of the Board
American Property Investors, Inc.
By: ______________________
Name: CARL C. ICAHN
Title: Director, Chairman of the Board
Beckton Corp.
By: ______________________
Name: CARL C. ICAHN
Title: Sole Director, Chairman of the Board
- --------------------
CARL C. ICAHN
[Signature Page of Amendment No. 1 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
