UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Nabisco Group Holdings Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
74960K 876
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Weitzen Shalov & Wein LLP
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)
January 26, 2000
(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
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 & OO
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
8,472,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,472,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,472,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Icahn & Co., 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 & OO
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
6,506,900
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,506,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,506,900
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
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 & OO
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
6,724,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,724,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,724,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
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 & OO
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
6,724,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,724,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,724,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
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 OO
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
21,704,400
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
21,704,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,704,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, par value $0.01 per
share (the "Shares"), of Nabisco Group Holdings Corp., a Delaware corporation
(the "Issuer"). The address of the principal executive offices of the Issuer is
1301 Avenue of the Americas, New York, New York 10019.
Item 2. Identity and Background
The persons filing this statement are Barberry Corp., a Delaware
corporation ("Barberry"), Icahn & Co., Inc., a Delaware corporation ("Icahn &
Co."), High River Limited Partnership, a Delaware limited partnership ("High
River"), Riverdale LLC, a New York limited liability company ("Riverdale"),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 (i) Barberry, High River and Riverdale is 100 South Bedford Road,
Mount Kisco, New York 10549, (ii) Icahn & Co. is 1 Wall Street Court, Suite 980,
New York, NY 10005, and (iii) Carl C. Icahn is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153.
Riverdale is the general partner of High River and is 100 percent owned
by Carl C. Icahn. Barberry and Icahn & Co. are both 100 percent owned by Carl C.
Icahn
High River is primarily engaged in the business of investing in
securities. Riverdale is primarily engaged in the business of owning real estate
and acting as general partner of High River. Carl C. Icahn's present principal
occupation or employment is acting as President and a Director of Starfire
Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of
the Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, 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. Barberry is primarily engaged in the business of
investing in securities. Icahn & Co. is primarily engaged in the business of
being a member of the NASD.
<PAGE>
The name, citizenship, present principal occupation or employment and
business address of each member of Riverdale and each director and executive
officer of Barberry is set forth in this section. Each such person is a citizen
of the United States of America. To the best of Registrants' knowledge, except
as set forth in this section, none of the directors or executive officers of the
Registrants own any shares of the Issuer.
Carl C. Icahn is the sole member of Riverdale and owns 100% of the
interests therein. Carl C. Icahn is the sole stockholder and director of
Barberry and the sole stockholder and one of two directors of Icahn & Co. As
such, Mr. Icahn is in a position directly and indirectly to determine the
investment and voting decisions made by the Registrants.
Neither Barberry, Icahn & Co.,High River, Riverdale, 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
The aggregate purchase price of the 21,704,400 Shares purchased by the
Registrants was $229,184,793.75 (including commissions). The source of funding
for the purchase of these Shares was general working capital of the Registrants
and moneys borrowed pursuant to standard margin accounts in the regular course
of business of Registrants.
Item 4. Purpose of Transaction
Registrants have acquired the Shares because they believe that they are
undervalued compared to their intrinsic worth. Registrants have orally informed
Issuer that they have acquired the Shares and that they may, from time to time,
communicate with Issuer concerning its affairs, including, possibly, exploring
methods to enhance stockholder value.
Registrants may acquire additional Shares at any time and from time to time
in the open market or otherwise at prices which Registrant may determine.
Registrants may dispose of the Shares at any time and from time to time in the
open market or otherwise at prices which Registrant may determine.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on February 3, 2000, Registrants may be
deemed to beneficially own, in the aggregate, 21,704,400 Shares, representing
approximately 6.7% of the Issuer's outstanding Shares (based upon the
326,146,847 Shares stated to be outstanding as of October 29, 1999 by the Issuer
in the Issuer's Form 10-Q filing, filed with the Securities and Exchange
Commission on November 15, 1999).
(b) Barberry has sole voting power and sole dispositive power with
respect to 8,472,000 Shares. Icahn & Co. has sole voting power and sole
dispositive power with respect to 6,506,900 Shares. High River has sole voting
power and sole dispositive power with regard to 6,724,800 Shares. Riverdale has
shared voting power and shared dispositive power with regard to 6,724,800
Shares. Carl C. Icahn has shared voting power and shared dispositive power with
regard to 21,704,400 Shares.
Riverdale and Mr. Icahn, by virtue of their relationships to High River
(as disclosed in Item 2), may be deemed to beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which High River directly
beneficially owns. Each of Riverdale and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes. Mr. Icahn, by virtue of his
relationship with Barberry and Icahn & Co. (as disclosed in Item 2) may be
deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act)
the Shares which Barberry and Icahn & Co. each own. Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to
Shares effected during the past sixty (60) days 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
Barberry 1/18/00 200,000 $9.9938
Barberry 1/14/00 400,000 $10.1535
Barberry 1/13/00 147,600 $10.172
<PAGE>
Barberry 1/12/00 200,000 $10.2468
Barberry 1/11/00 72,000 $10.1354
Barberry 1/10/00 151,000 $9.9263
Barberry 1/7/00 114,000 $10.0022
Barberry 1/6/00 170,000 $10.0323
Barberry 1/5/00 102,000 $10.1677
Barberry 1/4/00 180,000 $10.4069
Barberry 1/3/00 136,700 $10.4206
Barberry 12/31/99 21,300 $10.4531
Barberry 12/30/99 4,300 $10.375
Barberry 12/29/99 207,700 $10.2709
Barberry 12/28/99 100,000 $10.3651
Barberry 12/23/99 180,000 $11.2062
Barberry 12/22/99 48,000 $11.542
Barberry 12/21/99 100,000 $11.2816
Barberry 12/20/99 50,000 $11.2813
Barberry 12/17/99 125,000 $11.3125
Barberry 12/14/99 150,000 $11.3804
Barberry 12/13/99 142,900 $11.2378
Barberry 12/10/99 76,100 $10.5821
Barberry 12/9/99 250,000 $10.7568
Barberry 12/8/99 82,000 $11.25
Barberry 12/7/99 327,500 $11.4599
Barberry 12/6/99 102,400 $11.7485
Barberry 12/3/99 16,000 $11.7227
<PAGE>
Barberry 12/1/99 25,000 $11.5
High River 2/4/00 605,000 $8.9102
High River 2/3/00 1,425,000 $8.6216
High River 2/2/00 515,400 $8.4649
High River 2/1/00 264,400 $8.6234
High River 1/31/00 370,000 $8.6465
High River 1/28/00 548,000 $8.5609
High River 1/27/00 850,000 $8.5285
High River 1/26/00 1,150,000 $8.3457
High River 1/25/00 522,000 $8.618
High River 1/24/00 475,000 $8.8589
Icahn 1/21/00 370,000 $9.2596
Icahn 1/20/00 310,000 $9.4859
Icahn 1/19/00 550,000 $9.9319
Icahn 1/14/00 633,200 $10.1535
Icahn 12/28/99 100,000 $10.3651
Icahn 12/15/99 9,500 $11.3388
Icahn 12/14/99 330,000 $11.3804
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, none of the Registrants 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
<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: February 4, 2000
BARBERRY CORP.
By:
Name: Carl C. Icahn
Title: Chairman of the Board and President
ICAHN & CO., INC.
By:
Name: Carl C. Icahn
Title: Chairman of the Board and President
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By:
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By:
Name: Carl C. Icahn
Title: Member
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to Nabisco Group Holdings Corp.]
<PAGE>
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 stock, par value $.01 per share, of RJR Nabisco Holdings
Corp., 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 4 day of February,
2000.
BARBERRY CORP.
By:
Name: Carl C. Icahn
Title: Chairman of the Board and President
ICAHN & CO., INC.
By:
Name: Carl C. Icahn
Title: Chairman of the Board and President
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By:
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By:
Name: Carl C. Icahn
Title: Member
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to
Nabisco Group Holdings Corp.]
