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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 3
RJR Nabisco Holdings Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74960K 87 6
(CUSIP Number)
Richard J. Lampen, Esq.
Executive Vice President and General Counsel
New Valley Corporation, 100 S.E. Second Street,
32nd Floor, Miami, FL 33131 (305) 579-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Lawrence Lederman, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005-1413
(212) 530-5732
June 5, 1996
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement | |.
SCHEDULE 13D
CUSIP NO.: 74960K 87 6
(1) NAME OF REPORTING PERSON: Brooke Group Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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: 200
(8) SHARED VOTING POWER: -0-
(9) SOLE DISPOSITIVE POWER: 200
(10) SHARED DISPOSITIVE POWER: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 200
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less
than one-tenth of 1%
(14) TYPE OF REPORTING PERSON: HC; CO
SCHEDULE 13D
CUSIP NO.: 74960K 87 6
(1) NAME OF REPORTING PERSON: BGLS Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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: -0-
(9) SOLE DISPOSITIVE POWER: -0-
(10) SHARED DISPOSITIVE POWER: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: -0-
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
(14) TYPE OF REPORTING PERSON: HC; CO
SCHEDULE 13D
CUSIP NO.: 74960K 87 6
(1) NAME OF REPORTING PERSON: Liggett Group Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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: 200
(8) SHARED VOTING POWER: -0-
(9) SOLE DISPOSITIVE POWER: 200
(10) SHARED DISPOSITIVE POWER: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 200
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less
than one-tenth of 1%
(14) TYPE OF REPORTING PERSON: CO
SCHEDULE 13D
CUSIP NO.: 74960K 87 6
(1) NAME OF REPORTING PERSON: New Valley Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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: 5,161,750
(9) SOLE DISPOSITIVE POWER: -0-
(10) SHARED DISPOSITIVE POWER: 5,161,750
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 5,161,750
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.9%
(14) TYPE OF REPORTING PERSON: HC; CO
SCHEDULE 13D
CUSIP NO.: 74960K 87 6
(1) NAME OF REPORTING PERSON: ALKI Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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: 5,161,750
(9) SOLE DISPOSITIVE POWER: -0-
(10) SHARED DISPOSITIVE POWER: 5,161,750
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 5,161,750
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.9%
(14) TYPE OF REPORTING PERSON: CO
SCHEDULE 13D
CUSIP NO.: 74960K 87 6
(1) NAME OF REPORTING PERSON: Bennett S. LeBow
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 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: -0-
(9) SOLE DISPOSITIVE POWER: -0-
(10) SHARED DISPOSITIVE POWER: -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: -0-
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
(14) TYPE OF REPORTING PERSON: IN
This Amendment No. 3 amends the statement on Schedule 13D filed with the
Securities and Exchange Commission on March 11, 1996, as amended (the "Schedule
13D"), with respect to the common stock, par value $.01 per share, of RJR
Nabisco Holdings Corp., a Delaware corporation (the "Company" or "RJR Nabisco"),
with its principal executive offices located at 1301 Avenue of the Americas, New
York, New York 10019.
This statement is being filed by the Reporting Persons (as defined in the
Schedule 13D). Other than as set forth herein there has been no material change
in the information set forth in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended to add the following:
As of the close of business on June 5, 1996, the Icahn Entities have
informed the Reporting Persons that they beneficially owned in the aggregate
13,088,300 shares of Common Stock, which constitute in the aggregate
approximately 4.8% of the Common Stock outstanding.
Richard J. Lampen, a person named in Annex 1 attached to the Schedule 13D,
beneficially owns directly 4,000 shares of Common Stock, or less than one-tenth
of 1% of the outstanding Common Stock.
Item 5(b) of the Schedule 13D is hereby amended to add the following:
Richard J. Lampen, a person named in Annex 1 attached hereto, has sole
power to vote or direct the voting and dispose or direct the disposition of the
4,000 shares of Common Stock beneficially owned by him.
Annex II, referred to in Item 5(c), is hereby amended to add the following:
ANNEX 2
Schedule of Transactions in the Shares
No. of Shares No. of Shares Price Per
Name Date Purchased Sold Share(1)
---- ---- ------------- ------------- ---------
Richard J. Lampen 3/19/96 1,000 30.00
1,000 29.375
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(1) Excludes brokerage commissions.
2
Item 5(e) of the Schedule 13D is hereby amended to add the following:
As discussed under Item 6 below, on June 5, 1996, the Reporting Persons
ceased to be the beneficial owners of more than five percent of the Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended to add the following:
On June 5, 1996, each of the High River Agreement and the New Valley
Agreement was terminated by mutual consent. The Agreement of Termination dated
as of June 5, 1996, is attached hereto as Exhibit 16, and incorporated herein by
reference in its entirety. The termination leaves in effect for one year certain
provisions of the agreements concerning payments to be made to High River in the
event New Valley achieves a profit (after deducting certain expenses) on the
sale of the Common Stock which is held by it or if such Common Stock is valued
at the end of such year at higher than its purchase price or in the event Brooke
Group or its affiliates engage in certain transactions with the Company. The
Reporting Persons have been informed that the Icahn Entities have been in
discussions with third parties to determine the feasibility of forming a slate
of persons totally independent of the Icahn Entities and the Reporting Persons
who would call for a special meeting of stockholders of the Company as well as
run for election as directors of the Company and who are committed to the idea
of the spin-off of Nabisco. Such actions by the Icahn Entities are independent
of any involvement by the Reporting Persons and the Reporting Persons do not
have any agreements, arrangements or understandings with the Icahn Entities or
any third parties. Accordingly, the Reporting Persons no longer are parties to
any contract, arrangement or understanding with respect to the voting,
acquisition, disposition and/or holding of the Common Stock pursuant to which
the Reporting Persons may be deemed a "group" within the meaning of Section
13(d)(3) of the Act. Therefore, the Reporting Persons no longer beneficially own
more than five percent of the Common Stock.
The Jefferies Agreement has been amended to provide that no monthly fees
shall be payable to Jefferies after the period ending April 30, 1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
16. Agreement of Termination between the Reporting Persons and the Icahn
Entities, dated June 5, 1996.
3
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.
June 5, 1996 BROOKE GROUP LTD.
By: New Valley Corporation
By: /s/ RICHARD J. LAMPEN
-----------------------------------
Richard J. Lampen
Executive Vice President
BGLS INC.
By: New Valley Corporation
By: /s/ RICHARD J. LAMPEN
-----------------------------------
Richard J. Lampen
Executive Vice President
LIGGETT GROUP INC.
By: New Valley Corporation
By: /s/ RICHARD J. LAMPEN
-----------------------------------
Richard J. Lampen
Executive Vice President
NEW VALLEY CORPORATION
By: /s/ RICHARD J. LAMPEN
----------------------------------------
Richard J. Lampen
Executive Vice President
ALKI CORP.
By: New Valley Corporation
By: /s/ RICHARD J. LAMPEN
-----------------------------------
Richard J. Lampen
Executive Vice President
BENNETT S. LEBOW
By: New Valley Corporation
By: /s/ RICHARD J. LAMPEN
-----------------------------------
Richard J. Lampen
Executive Vice President
4
EXHIBIT INDEX
Exhibit No. Title:
- ----------- ------
16. Agreement of Termination between the Reporting Persons and the Icahn
Entities, dated June 5, 1996
EXHIBIT 16
AGREEMENT OF TERMINATION
THIS AGREEMENT (the "Termination Agreement") is made as of the 5th day of
June, 1996, by and among New Valley Corporation, a New York corporation ("New
Valley"), ALKI Corp., a Delaware corporation and a direct wholly owned
subsidiary of New Valley ("ALKI"), High River Limited Partnership, a Delaware
limited partnership ("High River"), Brooke Group Ltd., a Delaware corporation
("BGL"), and BGLS Inc. ("BGLS"), a Delaware corporation and a direct
wholly-owned subsidiary of BGL (collectively, the "Parties").
BGL, BGLS and High River are parties to an agreement dated October 17,
1995, as amended by the letter agreement dated November 5, 1995 (the "High River
Agreement"). New Valley, ALKI and High River are parties to an agreement dated
October 17, 1995, as amended by the letter agreement dated October 17, 1995, and
as further amended by the letter agreement dated November 5, 1995 (the "New
Valley Agreement") (the High River Agreement and the New Valley Agreement are
collectively referred to as the "Agreements"). Each of the Parties hereby agrees
to terminate each of the Agreements to which it is a party.
Despite the termination of the Agreements by the mutual consent as provided
herein, the Parties hereto agree that the effect of such termination shall be as
if any of the Parties to either of the Agreements terminated such Agreement
following a Termination Event applicable to such terminating person.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this 5th day of June, 1996.
BROOKE GROUP LTD. ALKI CORP.
By: By:
----------------------------- ------------------------------------
Name: Name:
Its: Its:
BGLS INC. HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP.,
INC.
By:
----------------------------
Name:
Its: By:
-------------------------------------
NEW VALLEY CORPORATION
By:
-----------------------------
Name:
Its: