UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 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. 3)
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
18,020,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
18,020,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,020,800
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. 3)
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
18,020,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,020,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,020,800
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. 3)
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
25,725,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
25,725,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,725,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
(Amendment No. 3)
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 PROCEEDING
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. 3)
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. 3)
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. 3)
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. 3)
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
1,256,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,256,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
(Amendment No. 3)
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
1,256,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,256,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,256,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
(Amendment No. 3)
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"),
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 725,700 Shares purchased by the
Registrants not previously reported on a Schedule 13D by the Registrants was
$20,087,550.30 (excluding commissions). The source of funding for the purchase
of these Shares was general working capital of the Registrants.
Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following:
On March 11, 1999, Mr. Icahn issued a press release stating
that, notwithstanding the Issuer's announcement that it is selling its
international tobacco business and has determined to distribute its domestic
tobacco business to its shareholders, he will conduct a proxy fight in order
to effect the spin off of the Issuer's holdings of Nabisco rather than the
domestic tobacco business. Mr. Icahn stated that his proposed slate of
directors, which will include Mr. Icahn, will be committed to spin off Nabisco.
Mr. Icahn is preparing to notify the Issuer of his slate of directors by Friday,
March 12, 1999.
<PAGE>
Mr. Icahn stated that the recently announced efforts by Mr. Steven
F. Goldstone, Chairman and CEO of the Issuer, are to be applauded as an attempt
to increase value. When Mr. Goldstone told Mr. Icahn about the sale of
the international business and the proposed spin off of domestic tobacco, Mr.
Icahn indicated he supported the sale of the international tobacco business.
However, while Mr. Icahn believes that the spin off of the domestic tobacco
business would enhance value, it would be infinitely better to spin off
Nabisco completely. Mr. Icahn stated that shareholders should have the choice of
whether it would be more beneficial to spin off Nabisco at this time. Mr. Icahn
further stated that Nabisco should be a far more attractive company if it
were freed from the Issuer and that if the shareholders supported his slate
this could occur.
Mr. Icahn indicated that he had received a preliminary opinion of the
law firm of Strook & Strook & Lavan advising him that, while they have not
completed their analysis, they believe that, based upon the current status of
the law and what the Issuer has disclosed in litigation papers and SEC filings,
the proposed spinoff of Nabisco would not constitute a fraudulent conveyance by
the Issuer, and that current tobacco plaintiffs would not be able to make the
showings required for injunctive relief to block the spinoff.
A copy of the press release is attached hereto as Exhibit 1 and
incorporated in its entirety herein by reference.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on March 10, 1999, Registrants may be
deemed to beneficially own, in the aggregate, 25,725,700 Shares, representing
approximately 7.9% 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 18,020,800 Shares. Riverdale has shared voting power and shared
dispositive power with regard to 18,020,800 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 25,725,700 Shares.
Meadow Walk has sole voting power and sole dispositive power with regard to
1,256,700 Shares. Barberry
<PAGE>
has shared voting power and shared dispositive power with regard to 1,256,700
Shares.
(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 2/26/99 219,000 $27.3696
Meadow Walk 3/1/99 206,700 $27.4370
Meadow Walk 3/2/99 300,000 $28.0746
Item 7. Material to be Filed as Exhibits
1. Press Release dated March 11, 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: March 11, 1999
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: Chairman of the Board
[Signature Page of Amendment No. 3 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: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
Name: CARL C. ICAHN
Title: Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
Name: CARL C. ICAHN
Title: Chairman of the Board
Meadow Walk Limited Partnership
By: BARBERRY CORP.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairman of the Board
[Signature Page of Amendment No. 3 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
Barberry Corp.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairman of the Board
[Signature Page of Amendment No. 3 to Schedule 13D with respect to RJR Nabisco
Holdings Corp.]
<PAGE>
EXHIBIT INDEX
Exhibit 1 Press Release dated March 11, 1999
FOR IMMEDIATE RELEASE
ICAHN ANNOUNCES PROXY CONTEST FOR RJR NABISCO
Calls for Spin-off of Nabisco to Realize Full Value for All Shareholders
NEW YORK, March 11, 1999 - Carl Icahn announced today that, notwithstanding RJR
Nabisco's announcement that it is selling its international tobacco business and
has determined to distribute its domestic tobacco business to its shareholders,
he will conduct a proxy fight against management of RJR in order to effect RJR's
spin-off of its holdings of Nabisco rather than the domestic tobacco business.
Mr. Icahn stated that his proposed slate of directors, which will include Mr.
Icahn, will be committed to spin off Nabisco. Mr. Icahn is preparing to notify
RJR of his slate of directors by Friday, March 12, 1999.
Mr. Icahn stated that the recently announced efforts by Mr. Steven F. Goldstone,
Chairman and CEO of RJR Nabisco, are to be applauded as an attempt to increase
value. When Mr. Goldstone told Mr. Icahn about the sale of the international
business and the proposed spin-off of domestic tobacco, Mr. Icahn indicated that
he supported the sale of the international tobacco business. However, while he
believes that the spin-off of the domestic tobacco business would enhance value,
it would be infinitely better to spin off Nabisco. He stated that shareholders
should have the choice of whether it would be more beneficial to spin off
Nabisco at this time. Mr. Icahn stated, "I believe that the marketplace would
place a proper valuation on Nabisco as a free-standing company, separating it
completely from RJR rather than having it controlled by a holding company that
once owned a tobacco company. The wide diversification of Nabisco's shareholder
base should also add a premium to its market price." Mr. Icahn further stated
that Nabisco should be a far more valuable company if it were freed from RJR,
and that if shareholders supported his slate, this could occur.
Mr. Icahn indicated that he has received the preliminary opinion of the law firm
of Stroock & Stroock & Lavan advising him that, while they have yet to complete
their analysis, they believe that, based upon the current status of the law and
what RJR has disclosed in litigation papers and
<PAGE>
SEC filings, the proposed spin-off of Nabisco would not constitute a fraudulent
conveyance by RJR, and that current tobacco plaintiffs would not be able to make
the showings required for injunctive relief to block the spin-off. Mr. Icahn
stated that, when complete, Stroock's conclusions should put to rest those
arguments as rationalizations for why a spin-off of Nabisco by RJR is not
possible.
The participants in the solicitation of proxies are Carl C. Icahn
("Icahn"), High River Limited Partnership ("High River"), Riverdale LLC
("Riverdale"), Barberry Corp. ("Barberry"), Meadow Walk Limited Partnership
("Meadow Walk"), American Real Estate Holdings, L.P. ("AREH"), American Real
Estate Partners, L.P. ("AREP"), American Property Investors ("API"), Beckton
Corp. ("Beckton"), and Icahn & Co., Inc. ("Icahn & Co."), all of which entities
are affiliates of Icahn.
High River is the direct beneficial owner of 18,020,800 shares ("Shares") of RJR
Nabisco Holdings Corp. ("RJR") common stock. Riverdale is the indirect
beneficial owner of 18,020,800 Shares. 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 AREP,
API and 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 Icahn.
Barberry, the sole general partner of Meadow Walk, is wholly owned by Icahn.
American Property Investors, the general partner of both AREH and AREP, is
wholly owned by Beckton, which is wholly owned by Icahn. As such, Icahn may be
deemed to be the indirect beneficial owner of 25,725,700 Shares.
Contact: Walter Montgomery
(212) 484-6721
