UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 11, 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. 2)
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
17,801,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
17,801,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,801,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
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
17,801,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,801,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,801,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
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
25,000,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
25,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
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. 2)
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. 2)
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. 2)
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. 2)
CUSIP No. 74960K 876
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
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
750,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
750,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
CUSIP No. 74960K 876
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
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
750,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
750,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
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"), 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 2. Identity and Background
This item is hereby amended to add the following:
The additional persons filing this statement are Meadow Walk Limited
Partnership, a Delaware limited partnership ("Meadow Walk") and Barberry Corp.,
a Delaware corporation ("Barberry") (collectively with High River, Riverdale,
Carl C. Icahn, AREH, AREP, American Property, and Beckton, 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.
Barberry is the general partner of Meadow Walk and is 100
percent owned by Carl C. Icahn.
Barberry and Meadow Walk are primarily engaged in the business of
investing in securities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of Barberry is set forth
in Schedule A attached hereto.
<PAGE>
Carl C. Icahn is the sole stockholder and director of Barberry. As
such, Mr. Icahn is in a position directly and indirectly to determine the
investment and voting decisions made by the Registrants.
Neither Meadow Walk, Barberry nor any executive officer or director of
any of the Registrants, 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.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 3,592,000 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$128,309,878.84 (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 February 12, 1999, Registrants may
be deemed to beneficially own, in the aggregate, 25,000,000 Shares, representing
approximately 7.7% 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 17,801,800 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 17,801,800 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 25,000,000 Shares.
Meadow Walk has sole voting power and sole dispositive power with regard to
750,000 Shares. Barberry has
<PAGE>
shared voting power and shared dispositive power with regard to 750,000
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 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. Barberry and Mr. Icahn, by virtue of their
relationships to Meadow Walk (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 Meadow Walk directly beneficially owns. Each of Barberry 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
High River 1/25/99 12,500 $27.8745
High River 1/25/99 12,500 $27.8745
High River 1/26/99 125,000 $27.1713
High River 1/26/99 125,000 $27.1713
High River 1/27/99 50,000 $27.2296
High River 1/27/99 700,000 $27.2296
High River 2/3/99 125,000 $27.3575
High River 2/8/99 325,000 $27.7481
High River 2/9/99 60,000 $27.7207
<PAGE>
High River 2/10/99 500,000 $27.8078
High River 2/11/99 430,200 $26.2848
High River 2/11/99 191,400 $26.2932
High River 2/12/99 185,400 $25.9411
Meadow Walk 1/27/99 650,000 $27.2296
Meadow Walk 2/9/99 100,000 $27.7207
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: February 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: Director, Chairman of the Board
[Signature Page of Amendment No. 2 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
Meadow Walk Limited Partnership
By: BARBERRY CORP.,
General Partner
By: ______________________
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
[Signature Page of Amendment No. 2 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
Barberry Corp.
By: _______________________
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
[Signature Page of Amendment No. 2 to 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
Director of Barberry.
The following sets forth the name, position, and principal occupation
of each member of Barberry. 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.
BARBERRY CORP.
NAME POSITION BUSINESS ADDRESS
Carl C. Icahn Director,Chairman
of the Board,
President
Edward E. Mattner Vice President
Terry O'Neal Vice President 980 Kelley Johnson Drive
Las Vegas, Nevada 89119
Gail Golden Vice President,
Secretary, Treasurer
<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 12th day of February,
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
[Joint Filing Agreement for Amendment No. 2 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
[Joint Filing Agreement for Amendment No. 2 to Schedule 13D with respect to RJR
Nabisco Holdings Corp.]
<PAGE>
Meadow Walk Limited Partnership
By: BARBERRY CORP.,
General Partner
By: ______________________
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
Barberry Corp.
By: _______________________
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
- --------------------
CARL C. ICAHN
[Joint Filing Agreement for Amendment No. 2 to Schedule 13D with respect to
RJR Nabisco Holdings Corp.]
