NABISCO INC
8-K, 1997-11-25
FOOD AND KINDRED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
 
                              WASHINGTON, DC 20549
 
                            ------------------------
 
                                    FORM 8-K
 
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
                            ------------------------
 
      Date of Report (Date of earliest event reported): November 20, 1997
 
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                             NABISCO HOLDINGS CORP.
 
               (Exact Name of Registrant as Specified in Charter)
 
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<S>                              <C>                            <C>
           DELAWARE                        1-13556                 13-3077142
 (State or Other Jurisdiction      (Commission File Number)      (IRS Employer
      of Incorporation)                                          Identification
                                                                      No.)
</TABLE>
 
                                 NABISCO, INC.
 
               (Exact Name of Registrant as Specified in Charter)
 
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<S>                              <C>                            <C>
          NEW JERSEY                        1-1021                 13-1841519
 (State or Other Jurisdiction      (Commission File Number)      (IRS Employer
      of Incorporation)                                          Identification
                                                                      No.)
</TABLE>
 
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<S>                                                           <C>
           7 CAMPUS DRIVE, PARSIPPANY, NEW JERSEY                         07054
 (Address of Principal Executive Offices of the Registrants             (Zip Code)
</TABLE>
 
       Registrants' telephone number, including area code (973) 682-5000
 
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ITEM 5. OTHER EVENTS
 
    On November 20, 1997, the Registrants issued the attached press release
describing a change in management.
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
 
    ( c ) Exhibits
 
      Exhibit No. 99. Press release dated November 20, 1997.
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                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the
undersigned has signed this report on behalf of the Registrants.
 
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<S>                                   <C>        <C>
                                      NABISCO HOLDINGS CORP.
                                      NABISCO, INC.
                                      (Registrants)
 
                                      By:        /s/ James A. Kirkman III
                                                 ---------------------------------
                                      Name: James A. Kirkman III
                                      Title: Executive Vice President, General Counsel
                                             and Secretary
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Dated: November 25, 1997
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                                 EXHIBIT INDEX
 
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<S>                                            <C>
Exhibit No. 99                                 Press Release of Registrants
                                               Dated November 20, 1997
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                                                                      EXHIBIT 99
 
    CONTACT:  Henry A. Sandbach
               973-682-7098
 
                   NABISCO CEO TO RETIRE. SUCCESSOR IS NAMED.
 
    PARSIPPANY, N.J., November 20, 1997--Nabisco Holdings Corp. today announced
that H. John Greeniaus, chairman and chief executive officer of Nabisco Holdings
Corp., will retire from Nabisco effective Jan. 1, 1998. The company said Mr.
Greeniaus, 52, was leaving for health-related reasons.
 
    Nabisco also announced that its board of directors elected James Kilts, 49,
president, chief executive officer and a director of the company, effective with
Mr. Greeniaus' retirement. Mr. Kilts was executive vice president of Philip
Morris Companies, with responsibility for Kraft Foods Worldwide from December
1994 to March 1997. He had been an executive with the company since 1970.
 
    The company said that the board also elected Steven F. Goldstone, chairman
and chief executive officer of RJR Nabisco, also to be chairman of the Nabisco
board of directors. Mr. Greeniaus will remain a member of the Nabisco Board.
 
    "We're all very sad to have John leave Nabisco," Mr. Goldstone said. "He has
made an enormous contribution to Nabisco's growth and success and all of
us--shareholders, customers and fellow employees--owe John our gratitude.
However, we support his decision to focus on his health and we all wish him
well.
 
    "We are very excited about Jim Kilts joining the company," Mr. Goldstone
said. "He brings a stellar track record to our company as a top executive in the
packaged food industry. At Kraft, he managed the world's second-largest food
company and brought about an impressive series of operational and financial
results that added significant value to that company. We have every confidence
that Jim is the right person to lead Nabisco to new heights and assure the
company realizes its full potential as a world leader in cookies, crackers and
other snacks and packaged food products."
 
    Mr. Kilts held a number of senior positions at Kraft and General Foods
during his 25-year career. As executive vice president, worldwide food for
Philip Morris Companies, he was responsible for a business with annual revenues
of $27 billion, operating income of more than $3.7 billion, and 70,000
employees. He also was responsible for the integration of the Kraft and General
Foods organizations in North America and oversaw a comprehensive restructuring
of the company's international strategy and plan. Mr. Kilts was president of
Kraft USA from 1989 to 1994.
 
    "Nabisco truly is one of the jewels of the food industry, with a stable of
leading brands with commanding market shares and strong consumer loyalty," Mr.
Kilts said. "The company has powerful businesses and I look forward to helping
to assure they realize their full potential."
 
    Mr. Kilts graduated from Knox College in 1970 and received his MBA in
marketing from the University of Chicago in 1974. He currently is executive in
residence at the University of Chicago Graduate School of Business, where he
also is a member of the Advisory Council. He also is a trustee of Knox College.
 
    Nabisco is a major international manufacturer of snacks and other food
products, including such well known brands in the U.S. as Oreo, SnackWell's, and
Chips Ahoy! cookies; Ritz crackers, A.1. steak sauces, Grey Poupon mustards,
Life Savers confections, Planters nuts and snacks, and Fleischmann's and Parkay
margarines. International products include Christie and Peek Freans cookies and
crackers, Terrabusi, Primo pasta, Royal dessert mixes, Fleischmann's yeast, and
several Nabisco global brands--Oreo, Ritz and Chips Ahoy! Nabisco markets
products in the United States, Canada and 85 other countries.


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