UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
April 27, 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 and March 12, 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 4. Purpose of the Transaction
Item 4 is hereby amended to add the following:
On April 27, Registrants issued a press release announcing that they
were withdrawing their slate of nominees for election to the Board of Directors
of the Issuer and that they would not pursue a proxy contest with regard to the
election of directors at the 1999 annual meeting of the Issuer. A copy of the
press release is attached hereto as Exhibit 1 and incorporated in its entirety
herein by reference.
Depending on the market price of Shares and upon other conditions,
Registrants may acquire additional Shares, from time to time in the open market
or otherwise, at prices which Registrants may determine. In addition, depending
upon market prices and other conditions, Registrants may dispose of Shares at
any time and from time to time in the open market or otherwise at prices which
Registrants may determine.
<PAGE>
Item 7. Material to be Filed as Exhibits
1. Press Release dated April 27, 1999
<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: April 28, 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. 5 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. 5 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. 5 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
EXHIBIT INDEX
Exhibit 1 Press Release dated April 27, 1999
ICAHN STATEMENT ON PROXY CONTEST
NEW YORK, April 27 - Mr. Icahn today reiterated his belief that his plan to
"cleanly" spin off Nabisco from RJR Holdings is the best way to build value for
RJR's shareholders over the near term. However, Mr. Icahn has held discussions
with several other large shareholders, who indicated to him that, especially in
light of the recent Supreme Court decision to hear arguments on whether the Food
and Drug Administration should be allowed to regulate tobacco, those holders do
not want to risk any delay in the separation of RJR's food and tobacco
businesses. Therefore, those holders indicated, they will opt to support the
spinoff plan of RJR's management and Board.
As a result of these discussions, Mr. Icahn is withdrawing his slate of nominees
for the RJR Board and will not pursue a proxy contest. At the same time, Mr.
Icahn wishes Steven Goldstone, Chairman and Chief Executive Officer, success in
his efforts to build shareholder value.
Contact: Walter Montgomery
(212) 484-6721
