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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 11, 2000
NABISCO, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-1021 13-1841519
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7 Campus Drive, Parsippany, New Jersey 07054-0311
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 682-5000
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
On December 11, 2000, the acquisition of Nabisco Holdings Corp.
("Nabisco"), a Delaware corporation and sole shareholder of Nabisco, Inc. (the
"Registrant"), by Philip Morris Companies Inc. ("Philip Morris"), a Virginia
corporation, was completed, pursuant to the terms of an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of June 25, 2000, among Philip Morris,
Nabisco and Strike Acquisition Corp. ("Strike"), a wholly owned subsidiary of
Kraft Foods, Inc. ("Kraft"), an indirect wholly owned subsidiary of Philip
Morris, and a Voting and Indemnity Agreement (the "Voting Agreement"), dated as
of June 25, 2000, among Philip Morris, Nabisco and Nabisco Group Holdings Corp.
("NGH"). Prior to December 11, 2000, Nabisco had been owned by NGH and
non-affiliates of NGH including public shareholders.
Effective December 11, 2000, Strike merged with and into Nabisco, with
Nabisco surviving the merger as a wholly owned subsidiary of Kraft. Each
outstanding share of Nabisco stock was converted into the right to receive $55
in cash. The Registrant became an indirect wholly owned subsidiary of Kraft.
The total amount of funds required for the purchase of Nabisco was $15.2
billion, including the payment of approximately $300 million in related costs.
Of this amount, Philip Morris obtained $9.2 billion from the issuance of
short-term obligations and $3.0 billion from the issuance of Floating Rate Notes
due December 4, 2001. The remaining $3.0 billion was obtained from Philip
Morris' available cash. In addition, the acquisition entailed the assumption of
approximately $4.0 billion of existing Nabisco debt.
The Merger Agreement and the Voting Agreement are filed herewith as
Exhibits 2.1 and 2.2, respectively.
Nabisco is a major international manufacturer of biscuits, snacks, and
premium grocery products, including such well-known U.S. brands as Oreo,
Premium, and Chips Ahoy!; Ritz crackers; A.1. steak sauces; Grey Poupon
mustards; Life Savers and Trolli confections; Planters nuts and snacks; and
Milk-Bone dog treats. International products include Christie, Peek Freans, and
Terrabusi biscuits; Fleischmann's yeast; and several Nabisco global brands -
Oreo, Ritz, and Chips Ahoy!. Nabisco markets products in the United States and
more than 85 other countries.
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
Following the acquisition of Nabisco by Philip Morris as described in Item
2, the Registrant's Board of Directors dismissed Deloitte & Touche LLP as the
Registrant's principal independent accountants engaged to audit the Registrant's
financial statements on December 22, 2000 in order to replace such firm with
the independent accountants engaged by Philip Morris.
The independent accountants' report of Deloitte & Touche LLP on the
consolidated financial statements of the Registrant for the two fiscal years
ended December 31, 1999 and 1998 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principle.
In connection with the audits of the Registrant's financial statements for
each of the two fiscal years ended December 31, 1999 and 1998 and during the
nine month period ending September 30, 2000 which preceded Deloitte & Touche
LLP's dismissal, there were no disagreements between the Registrant and
Deloitte & Touche LLP on any matter of accounting principle, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Deloitte & Touche LLP, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report.
The Registrant has requested Deloitte & Touche LLP to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of that letter dated December 22,
2000 is filed as Exhibit 99.1 to this Form 8-K.
(b) New Independent Accountants
On December 22, 2000, the Registrant's Board of Directors appointed
PricewaterhouseCoopers LLP as its new independent accountants for the fiscal
year ended December 31, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 25, 2000, among
Nabisco Holdings Corp., Philip Morris Companies Inc. and Strike
Acquisition Corp.
2.2 Voting and Indemnity Agreement, dated as of June 25, 2000, among
Nabisco Group Holdings Corp., Philip Morris Companies Inc. and
Nabisco Holdings Corp.
99.1 Letter from Deloitte & Touche LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NABISCO, INC.
By: /s/ CALVIN J. COLLIER
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Name: Calvin J. Collier
Title: Executive Vice President
DATE: December 22, 2000
