-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G0TB9i/tqBDoOPyBM8yIT0WYiuRGwj3IjJIx6DGxNsoXaqcpahAHVAiZoloKIQ1F PvfgHX3z9xLfMp3i5bGNKQ== 0000921749-99-000127.txt : 19990615 0000921749-99-000127.hdr.sgml : 19990615 ACCESSION NUMBER: 0000921749-99-000127 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW VALLEY CORP CENTRAL INDEX KEY: 0000106374 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 135482050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-30749 FILM NUMBER: 99645611 BUSINESS ADDRESS: STREET 1: INTERNATIONAL PLACE STREET 2: 100 SOUTHEAST SECOND STREET CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3055798000 MAIL ADDRESS: STREET 1: INTERNATIONAL PLACE STREET 2: 100 SE SECOND STREET CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN UNION CORP/NY/ DATE OF NAME CHANGE: 19910516 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN UNION TELEGRAPH CO /NY/ DATE OF NAME CHANGE: 19880121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D 1 NEW VALLEY CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.__)* NEW VALLEY CORPORATION (Name of Issuer) COMMON SHARES, $.01 PAR VALUE WARRANTS TO PURCHASE COMMON SHARES (TITLE OF CLASS OF SECURITIES) 649080504 649080116 (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) JUNE 4, 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 Rule 13d- 1(b)(3) or (4), 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). 1 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Tortoise 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 2 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Chelonian 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 3 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Unicorn Associates Corporation 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 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 4 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON ACF Industries, Incorporated 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 Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 5 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON ACF Industries Holding 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 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 6 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Highcrest Investors 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 7 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Buffalo Investors 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 8 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Starfire Holding Corporation 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 8 SHARED VOTING POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,686 Common Shares 311,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 9 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 1 NAME OF REPORTING PERSON Little Meadow 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 20,000 Common Shares 1000 Warrants to Purchase Common Shares 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 20,000 Common Shares 1000 Warrants to Purchase Common Shares 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 Common Shares 1000 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09% of Common Shares 0.006% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* CO 10 SCHEDULE 13D CUSIP Nos. 649080504; 649080116 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 1,262,686 Common Shares 312,301 Warrants to Purchase Common Shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,262,686 Common Shares 312,301 Warrants to Purchase Common Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,262,686 Common Shares 312,301 Warrants to Purchase Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% of Common Shares 1.7% of Warrants to Purchase Common Shares 14 TYPE OF REPORTING PERSON* IN 11 SCHEDULE 13D Item 1. Security and Issuer This Schedule 13D relates to the common shares, par value $0.01 per share (the "Common Shares"), and warrants to purchase Common Shares (the "Warrants") of New Valley Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 100 S.E. Second Street, Miami, Florida 33131. Item 2. Identity and Background The persons filing this statement are Tortoise Corp., a New York corporation ("Tortoise"), Chelonian Corp., a New York corporation ("Chelonian"), Unicorn Associates Corporation, a New York corporation ("Unicorn"), ACF Industries, Incorporated, a New Jersey corporation ("ACF"), ACF Industries Holding Corp., a Delaware corporation ("ACF Holding"), Highcrest Investors Corp., a Delaware corporation ("Highcrest"), Buffalo Investors Corp., a New York corporation ("Buffalo"), Starfire Holding Corporation, a Delaware corporation ("Starfire"), Little Meadow Corp., a Delaware corporation ("Little Meadow"), and Carl C. Icahn, a citizen of the United States of America (collectively, 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 following exceptions: (i) ACF's principal business address is 620 North Second Street, St. Charles, Missouri 63301; and (ii) Carl C. Icahn's principal business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. Tortoise is 100 percent owned by Chelonian. Chelonian is 100 percent owned by Unicorn. Unicorn is 100 percent owned by ACF. ACF is 100 percent owned by ACF Holding. ACF Holding is 100 percent owned by Highcrest. Highcrest is 100 percent owned by Buffalo. Buffalo is 100 percent owned by Starfire. Each of Starfire and Little Meadow is 100 percent owned by Carl C. Icahn. Carl C. Icahn's present principal occupation or employment is acting as President and a Director of Starfire, and as the Chairman of the Board and Director of various of Starfire's subsidiaries, including ACF. Starfire is primarily engaged in the business of holding, either directly or through its subsidiaries, a majority of the common stock of ACF. ACF is primarily engaged in the business of leasing, selling and manufacturing railroad freight and tank cars. Tortoise, Chelonian, Unicorn, ACF Holding, Highcrest, Buffalo and Little Meadow are primarily engaged in the business of holding and investing in securities. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Tortoise, Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow are set forth in Schedule A attached hereto. 12 Carl C. Icahn is the sole stockholder and director of each of Starfire and Little Meadow. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by the Registrants. Neither Tortoise, Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire, Little Meadow, Mr. Icahn, 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 See Item 4 herein. Item 4. Purpose of Transaction The Issuer consummated a plan of recapitalization on June 4, 1999, pursuant to which, among other things: (i) each $15.00 Class A Increasing Rate Cumulative Senior Preferred Share ($100 liquidation), $.01 par value, was reclassified into 20 Common Shares and one Warrant; and (ii) each $3.00 Class B Cumulative Convertible Preferred Share, $.10 par value, was reclassified into 1/3 of a Common Share and five Warrants. As a result of the recapitalization, the 62,301 Class A Senior Preferred Shares and the 50,000 Class B Preferred Shares beneficially owned by the Reporting Persons were reclassified into 1,262,686 Common Shares and 312,301 Warrants. Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D (although the right to develop such plans or proposals is reserved). Depending upon the market price thereof and upon other conditions, Registrants may acquire additional securities of the Issuer from time to time in the open market or otherwise. In addition, depending upon market prices and other conditions, Registrants may dispose of the securities of the Issuer at any time and from time to time in the open market or otherwise at prices which Registrants may determine. 13 Item 5. Interest in Securities of the Issuer (a) As of the date hereof, Registrants may be deemed to beneficially own, in the aggregate: (i) 1,262,686 Common Shares, representing approximately 5.4% of the 23,317,261 Common Shares outstanding as of June 4, 1999 (as reported in the Issuer's registration statement on Form S-1, File No. 333-79837); and (ii) 312,301 Warrants, representing approximately 1.7% of the 17,898,629 Warrants outstanding as of June 5, 1999. Assuming exercise of the Warrants held by the Reporting Persons only, the percentage of the Common Shares that the Reporting Persons may be deemed to beneficially own would be 6.7%. Assuming exercise of all outstanding Warrants, the percentage of Common Shares that the Reporting Persons may be deemed to beneficially own would be 3.8%. (b) Tortoise has sole voting power and sole dispositive power with regard to 1,242,686 Common Shares and 311,301 Warrants. Little Meadow has sole voting power and sole dispositive power with regard to 20,000 Common Shares and 1000 Warrants. Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo and Starfire have shared voting power and shared dispositive power with regard to 1,242,686 Common Shares and 311,301 Warrants. Carl C. Icahn has shared voting power and shared dispositive power with regard to 1,262,686 Common Shares and 312,301 Warrants. Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn, by virtue of their relationships to Tortoise (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Shares and Warrants which Tortoise directly beneficially owns. Each of Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn disclaims beneficial ownership of such Common Shares and Warrants for all other purposes. Mr. Icahn, by virtue of his relationship to Little Meadow (as disclosed in Item 2), may be deemed to beneficially own (as the term is defined in Rule 13d-3 under the Act) the Common Shares and Warrants which Little Meadow beneficially owns. Mr. Icahn disclaims beneficial ownership of such shares for all other purposes. (c) See Item 4 herein. (d) Not applicable. (e) Not applicable. 14 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 15 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: June 14, 1999 TORTOISE CORP. By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: Vice President CHELONIAN CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President ACF INDUSTRIES, INCORPORATED By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: Senior Vice President-Finance ACF INDUSTRIES HOLDING CORP. By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: President 16 HIGHCREST INVESTORS CORP. By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: Assistant Secretary BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President STARFIRE HOLDING CORPORATION By: /s/ Gail Golden ------------------------ Name: Gail Golden Title: Authorized Signatory LITTLE MEADOW CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President /s/ Carl C. Icahn - ------------------------ CARL C. ICAHN [Signature Page of Schedule 13D with respect to New Valley Corporation] 17 SCHEDULE A ----------- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS Name, Business Address and Principal Occupation of Each Executive Officer and Director of Tortoise, Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow The following sets forth the name, position, and principal occupation of each director and executive officer of Tortoise, Chelonian, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow. 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. TORTOISE CORP. Name Position - ---- -------- Carl C. Icahn Director Edward E. Mattner President Gail Golden Vice President and Secretary Robert J. Mitchell Vice President and Assistant Secretary CHELONIAN CORP. Name Position - ---- -------- Carl C. Icahn Director Edward E. Mattner President and Treasurer Gail Golden Vice President and Secretary UNICORN ASSOCIATES CORPORATION Name Position - ---- -------- Carl C. Icahn Director Edward E. Mattner President and Treasurer Gail Golden Vice President and Secretary 18 ACF INDUSTRIES, INCORPORATED Name Position Business Address - ---- -------- ---------------- Carl C. Icahn Director and Chairman of the Board Robert J. Mitchell Senior Vice President- Finance and Secretary Gail Golden Assistant Secretary Alfred D. Kingsley Director and Vice Greenway Partners Chairman of the Board 277 Park Avenue 27th Floor New York, NY 10017 James J. Unger Director and Vice ACF Industries, Inc. Chairman of the Board 620 N. Second Street St. Charles, MO 63301 Roger D. Wynkoop President Same as above Carl D. Eckhoff Vice President-Taxes Same as above Umesh Choksi Treasurer Same as above Nancy Collins Assistant Secretary Same as above ACF INDUSTRIES HOLDING CORP. Name Position - ---- -------- Carl C. Icahn Director and Chairman of the Board Richard T. Buonato Director, Vice President and Secretary Robert J. Mitchell President and Treasurer HIGHCREST INVESTORS CORP. Name Position - ---- -------- Carl C. Icahn Director, Chairman of the Board and President Richard T. Buonato Director, Senior Vice President and Treasurer Edward E. Mattner Director Gail Golden Vice President and Secretary Robert J. Mitchell Assistant Secretary 19 BUFFALO INVESTORS CORP. Name Position - ---- -------- Richard T. Buonato Director, Vice President, Secretary and Comptroller Edward E. Mattner President and Treasurer Gail Golden Assistant Secretary STARFIRE HOLDING CORPORATION Name Position - ---- -------- Carl C. Icahn Director, President, Secretary and Treasurer LITTLE MEADOW CORP. Name Position - ---- -------- Carl C. Icahn Director Edward E. Mattner President Gail Golden Vice President and Secretary Robert J. Mitchell Vice President and Treasurer Richard T. Buonato Vice President and Assistant Secretary
20 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 shares, par value $0.01 per share (the "Common Shares"), and warrants to purchase Common Shares of New Valley Corporation, a Delaware corporation, 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 14th day of June, 1999. TORTOISE CORP. By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: Vice President CHELONIAN CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President ACF INDUSTRIES, INCORPORATED By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: Senior Vice President-Finance 21 ACF INDUSTRIES HOLDING CORP. By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: President HIGHCREST INVESTORS CORP. By: /s/ Robert J. Mitchell ------------------------ Name: Robert J. Mitchell Title: Assistant Secretary BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President STARFIRE HOLDING CORPORATION By: /s/ Gail Golden ------------------------ Name: Gail Golden Title: Authorized Signatory LITTLE MEADOW CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: President /s/ Carl C. Icahn - ------------------------ CARL C. ICAHN [Joint Filing Agreement for Schedule 13D with respect to New Valley Corporation] 22 -----END PRIVACY-ENHANCED MESSAGE-----