UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Nabisco Group Holdings Corp.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
74960K 876
(CUSIP Number)
Marc Weitzen, Esq.
c/o Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 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
8,617,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,617,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,617,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.65%
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
8,272,900
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,272,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,272,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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
12,020,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
12,020,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,020,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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
12,020,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
12,020,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,020,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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
28,910,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
28,910,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,910,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on February 4, 2000, and amended on March 2, 2000, by the Registrants, relating
to the common shares, par value $0.01 per share ("Shares"), of Nabisco Group
Holdings Corp., a Delaware corporation ("Issuer"), is amended to furnish
the additional information set forth herein. All capitalized terms contained
herein but not otherwise defined shall have the meaning ascribed to such terms
in the previously filed statement on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
As of March 10, 2000, the aggregate purchase price of the 28,910,200
Shares purchased by the Registrants was $292,371,289.41 (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 the Transaction
Item 4 is hereby amended to add the following:
While Registrants have not finally determined to conduct a proxy
contest, in order to preserve the ability to do so, as required by the Issuer's
by-laws Icahn & Co., Inc. ("Icahn & Co."), notified Issuer on March 10, 2000, of
its intention to propose nominations of persons for election as directors at the
forthcoming Annual Meeting of Issuer's stockholders. A copy of the
notification letter (the "Notification Letter") is attached hereto as Exhibit 1
and incorporated in its entirety herein by reference. The Notification Letter
provides Issuer with certain information required by Issuer's by-laws
concerning Icahn & Co. and certain of its affiliates and concerning the
nominees.
In furtherance of the possible proxy contest, High River Limited
Partnership has entered into agreements with the intended nominees (each a
"Nominee Agreement") named in the Notification Letter. The form of the Nominee
Agreement is attached hereto as Exhibit 2 and incorporated in its entirety
herein by reference.
Registrants will continue to seek to discuss with Issuer means of
enhancing stockholder values. If and when Registrants finally determine not to
proceed with the proxy contest, they will so notify the Issuer.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on March 10, 2000, Registrants may be
deemed to beneficially own, in the aggregate, 28,910,200 Shares, representing
approximately 8.9% 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 8,617,100 Shares. Icahn & Co. has sole voting power and sole
dispositive power with respect to 8,272,900 Shares. High River has sole voting
power and sole dispositive power with regard to 12,020,200 Shares. Riverdale has
shared voting power and shared dispositive power with regard to 12,020,200
Shares. Carl C. Icahn has shared voting power and shared dispositive power with
regard to 28,910,200 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 after March 1, 2000 through March 10, 2000 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
High River 3/2/00 225,000 $8.5969
High River 3/3/00 316,300 $8.4349
High River 3/6/00 892,000 $8.4328
High River 3/7/00 412,800 $8.3125
High River 3/7/00 221,900 $8.3189
High River 3/8/00 300,000 $8.4629
High River 3/9/00 290,600 $8.3721
High River 3/10/00 542,300 $8.7303
Barberry 3/8/00 144,400 $8.4629
ITEM 7. Material to be Filed as Exhibits
1. Joint Filing Agreement dated March 10, 2000
2. Notification Letter from Icahn & Co., Inc. and certain of its affiliates
to Issuer, dated March 10, 2000
3. Form of Nominee Agreement
<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: March 10, 2000
BARBERRY CORP.
By:
Name: Carl C. Icahn
Title: Chairmen of teh 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 the Amendment No. 2 to 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 Nabisco Grant 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 10th day of March,
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 the Amendment No. 2 to Schedule 13D
with respect to Nabisco Group Holdings Corp.]
Exhibit 2
Icahn & Co., Inc.
1 Wall Street Court
New York, NY 10005
March 10, 2000
Via Hand Delivery
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 070544
Attention: Corporate Secretary
Re: Stockholder Notice to Submit Business
Ladies and Gentlemen:
Icahn & Co., Inc. ("Icahn & Co.") is hereby submitting this
notice on the date hereof in order to comply with the requirements (the "Bylaw
Requirements") set forth in Article I, Section 6 of the By-Laws of Nabisco Group
Holdings Corp. (the "Corporation"). Icahn & Co.'s address is 1 Wall Street
Court, New York, New York 10005. Icahn & Co. is the record owner directly of
1,000 shares (the "Direct Shares") of common stock, par value $.01 per share, of
the Corporation ("Common Stock"), which constitutes less than one percent (1%)
of the outstanding Common Stock. For further information on the beneficial
ownership of the Corporation's securities by the affiliates of Icahn & Co.,
including, without limitation, High River Limited Partnership ("High River") and
Carl C. Icahn, reference should be made to Annex A to this notice.
Icahn & Co. hereby represents that it intends to appear at the
2000 annual meeting of the Corporation's stockholders (the "Annual Meeting") in
person or by proxy to submit the business specified in this notice.
Icahn & Co. is seeking at the Annual Meeting to elect the
following persons as members of the Board of Directors of the Corporation and,
in that regard, proposes to nominate the following persons (each a "Nominee"
and, collectively, the "Slate") as nominees for election as directors of the
Corporation at the Annual Meeting:
Jerome Becker
Harold First
Seymour Fliegel
Russell Glass
<PAGE>
Nabisco Group Holdings Corp.
March 10, 2000
Page 2
Vincent S. Intrieri
Carl C. Icahn
Robert Mitchell
Felix Pardo
Jack Wasserman
The reason for conducting such business at the Annual Meeting is
to elect a slate of directors of the Corporation who we believe will better
enhance stockholders value than the current board of directors. In that regard,
Icahn & Co. intends to propose the following resolution at the 2000 Annual
Meeting (and/or any other form of resolution required by the Corporation to
nominate these Nominees):
"It is hereby being resolved, that the following persons are
nominated to be elected as members of the Board of Directors
of the Corporation:
Jerome Becker
Harold First
Seymour Fliegel
Russell Glass
Vincent S. Intrieri
Carl C. Icahn
Robert Mitchell
Felix Pardo
Jack Wasserman"
As required by the Bylaw Requirements, Icahn & Co. hereby advises
you that certain information relating to each of the Nominees as required by the
Bylaw Requirements is set forth in Annexes C through K of this notice. Except as
set forth herein or in any of such Annexes (or any attachments thereto), to the
best knowledge of Icahn & Co. (i) no Nominee owns any securities of the
Corporation or any parent or subsidiary of the Corporation, directly or
indirectly, beneficially or of record, or has purchased or sold any securities
of the Corporation within the past two years, and none of their associates
beneficially owns, directly or indirectly, any securities of the Corporation,
(ii) no Nominee, his associates or any member of his immediate family, or Icahn
& Co. or their associates has any arrangement or understanding with any person
(a) with respect to any future employment by the Corporation or its affiliates
or (b) with respect to future transactions to which the Corporation or any of
its affiliates will or may be a party, nor any material interest, direct or
indirect, in any transaction, or series of similar transactions, that has
occurred since January 1, 1999 or any currently proposed transaction, or series
of similar transactions, to which the Corporation or any of its subsidiaries was
or is to be a party and in which the amount involved exceeds $60,000, (iii) no
Nominee is, or was within the past year, a party to any contract, arrangement or
understanding with any person (other than those certain Nominee Agreements, the
form of which was provided to RJR Nabisco Holdings Corp. in the
<PAGE>
Nabisco Group Holdings Corp.
March 10, 2000
Page 3
Annex B of the letter from High River Limited Partnership, dated March 12, 1999)
with respect to any securities of the Corporation, including, but not limited
to, joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits or the
giving or withholding of proxies, (iv) no Nominee or any of his associates has
any arrangement or understanding with any person pursuant to which he was or is
to be selected as a director, nominee or officer of the Corporation and (v)
there is no other information with respect to any Nominee that is required to be
disclosed in solicitations of proxies for election of directors or is otherwise
required by the rules and regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended. Matters
disclosed in any part of this notice, including the Annexes and any attachments
thereto, should be deemed disclosed for all purposes of this notice. The written
consent of each of the Nominees as required by the Bylaw Requirements is
attached as Annex L.
The following is a general description of all arrangements or
understandings between certain affiliates of Icahn & Co., including, without
limitation, High River and each Nominee and any other person, pursuant to which
the nomination or nominations set forth above are being made, which, to the
extent the same is memorialized in an agreement and annexed to this notice, is
qualified in its entirety by reference to the more complete and detailed
information contained in such agreements:
Agreements with Nominees
High River has entered into a letter agreement (the "Nominee
Agreement") with each of the Nominees: Messrs. Becker, First, Fliegel, Glass,
Intrieri, Icahn, Mitchell, Pardo and Wasserman. A copy of the form of the
Nominee Agreement is attached hereto as Annex B, and provides, among other
things, as follows:
* The Nominee acknowledges that he has agreed to become a member of the
Slate to stand for election as director of the Corporation in
connection with a proxy contest with management of the Corporation in
respect of the election of directors of the Corporation at the Annual
Meeting.
* High River has agreed to pay the costs of the proxy contest.
* High River has agreed to indemnify each Nominee from and against any
losses incurred by the Nominee arising from any action relating to such
Nominee's role as a nominee on the Slate, absent gross negligence or
willful misconduct.
Icahn & Co. will promptly provide any other information
reasonably requested by the Corporation pursuant to the Bylaw Requirements.
Please be advised, however, that, notwithstanding the compliance by Icahn & Co.
with the Bylaw Requirements, neither the delivery of this notice in accordance
with the terms of the Bylaws Requirements nor the delivery of any additional
information, if any, provided by Icahn & Co. or any of its affiliates to the
<PAGE>
Nabisco Group Holdings Corp.
March 10, 2000
Page 4
Corporation from and after the date hereof shall be deemed to constitute an
admission by Icahn & Co. or any of its affiliates of the legality or
enforceability of the Bylaw Requirements or a waiver by any such person or
entity of its right to, in any way, contest or challenge the enforceability
thereof.
Very truly yours,
/s/ Robert J. Mitchell
Robert J. Mitchell
Vice-President of Icahn & Co., Inc.
[signature page to Nabisco stockholder proposal notice]
<PAGE>
ANNEX A
High River is the direct beneficial owner of 11,477,900 shares of the
Corporation's common stock ("Shares"). Riverdale LLC ("Riverdale"), as a general
partner of High River, is the indirect beneficial owner of 11,477,900 Shares.
Barberry Corp. ("Barberry") is the direct beneficial owner of 8,617,100 shares
of the Corporation's common stock. Icahn & Co. is the direct beneficial owner of
8,272,900 shares of the Corporations common stock.
Riverdale, Barberry and Icahn & Co. are each wholly owned by Mr. Icahn.
As such, Mr. Icahn may be deemed to be the indirect beneficial owner of
28,367,900 shares of the Corporation's common stock.
<PAGE>
ANNEX B
High River Limited Partnership
March 9, 2000
Dear ________________:
This will confirm our understanding as follows:
1. You have agreed to become a member of a slate of nominees (the
"Slate") to stand for election as directors of Nabisco Group Holdings
Corp.("Nabisco") in connection with a proxy contest with management of Nabisco
in respect of the election of directors of Nabisco at the 2000 Annual Meeting of
Stockholders of Nabisco (the "2000 Annual Meeting"), expected to be held in May
2000, or a special meeting of stockholders of Nabisco called for a similar
purpose (the "Proxy Contest").
2. The undersigned agrees to pay the costs of the Proxy
Contest.
3. You understand that, pursuant to the By-Laws of Nabisco, it will be
difficult, if not impossible, to replace nominees who, such as yourself, have
agreed to serve on the Slate and later change their minds and determine not to
seek election. Accordingly, the Slate is relying upon your agreement to seek
nomination. In that connection, you are being supplied with questionnaires in
which you will provide the undersigned with information necessary for the
undersigned to make appropriate disclosure both to Nabisco and for use in
creating the proxy material to be sent to stockholders of Nabisco and to be
filed with the Securities and Exchange Commission. You have agreed that (i) you
will immediately complete and sign the questionnaire and return it to the
undersigned and (ii) your responses to the questions contained therein will be
true and correct in all respects. In addition, you have agreed that,
concurrently with your execution of this letter, you will execute a letter or
other instrument directed to Nabisco informing Nabisco that you consent to being
a nominee of the undersigned for the election as a director of Nabisco and, if
elected, consent to serving as a director of Nabisco.
4. The undersigned hereby agrees that, so long as you actually serve on
the Slate, the undersigned will defend, indemnify and hold you harmless from and
against any and all losses, claims, damages, penalties, judgments, awards,
liabilities, costs, expenses and disbursements (including, without limitation,
reasonable attorneys' fees, costs, expenses and disbursements) incurred by you
in the event that you become a party, or are threatened to be made a party, to
any civil, criminal, administrative or arbitrative action, suit or proceeding,
and any appeal thereof relating solely to your role as a nominee for director of
Nabisco on the Slate. Your right of indemnification hereunder shall continue
after the
<PAGE>
election has taken place but only for events which occurred during the period
from the date hereof until the date of the 2000 Annual Meeting or special
meeting of stockholders regarding the election of the Slate in the event that
you are a candidate for election at such special meeting. Anything to the
contrary herein notwithstanding, the undersigned is not indemnifying you for any
action taken by you or on your behalf which occurs prior to the date hereof or
subsequent to the 2000 Annual Meeting or such earlier time as you are no longer
a nominee of the Slate for election to Nabisco's Board of Directors or for any
actions taken by you as a director of Nabisco, if you are elected. Nothing
herein shall be construed to provide you an indemnity: (i) in the event you are
found to have engaged in a violation of any provision of state or federal law in
connection with the Proxy Contest unless you demonstrate that your action was
taken in good faith and in a manner you reasonably believed to be in or not
opposed to the best interests of electing the Slate; or (ii) if you acted in a
manner which constitutes gross negligence or willful misconduct. In the event
that you shall make any claim for indemnification hereunder, you shall promptly
notify the undersigned in the event of any third-party claims actually made
against you or known by you to be threatened. In addition, with respect to any
such claim, the undersigned shall be entitled to control your defense with
counsel chosen by the undersigned. The undersigned shall not be responsible for
any settlement of any claim against you covered by this indemnity without its
prior written consent. However, the undersigned may not enter into any
settlement of any such claim without your consent unless such settlement
includes a release of you from any and all liability in respect of such claim.
5. Each of us recognizes that should you be elected to the Board of
Directors of Nabisco all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duty to the
stockholders of Nabisco and, as a result, that there is, and can be, no
agreement between you and the undersigned which governs the decisions which you
will make as a director of Nabisco, including, without limitation, the matters
described in paragraph 3 above.
Should the foregoing agree with your understanding, please so indicate
in the space provided below, whereupon this letter will become a binding
agreement between us.
Very truly yours,
High River Limited Partnership
By: Riverdale LLP, General Partner
By:_______________________________
Its:________________________________
Agreed to and Accepted as of the date first above written:
_________________________
Name:___________________
<PAGE>
ANNEX C
JEROME M. BECKER
Name: Jerome M. Becker (the "Nominee")
Age: 64
Business 641 Lexington Avenue
Address: New York, NY 10022
Residence 1675 York Avenue
Address: New York, NY 10128
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
New York State Housing Finance Agency
641 Lexington Avenue
New York, NY 10022
1996 - present
Chairman
Jerome M. Becker, Esq.
605 Third Avenue
New York, NY 10158
1995 - 1999
Sole Practitioner
Davidoff & Malito
605 Third Avenue
1981 - 1996
New York, NY 10158
Of Counsel
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies that have a class
of securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act") or that are subject to the
requirements of Section 15(d) of the Exchange Act or that are registered as an
investment company under the Investment Company Act of 1940:
Stratosphere Corporation
<PAGE>
ANNEX D
HAROLD FIRST
Name: Harold First (the "Nominee")
Age: 63
Business 345 Park Avenue
Address: New York, NY 10154
Residence 13-55 Wilkens Court
Address: Fairlawn, NJ 07410
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Harold First
345 Park Avenue
New York, NY 10154
1993 - Present
Financial Consultant - Self Employed
The entity listed above is not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Philip Services Corporation*
PANACO Inc.
The Nominee purchased 500 shares of common stock, par value
$0.01 per share, of Nabisco ("Common Stock"), which constitutes less than one
percent (1%) of such class of securities on July 21, 1998 and sold these shares
on June 17, 1999.
- --------
* Philip commenced bankruptcy proceedings in the United States and
Canada in June, 1999.
<PAGE>
ANNEX E
SEYMOUR FLIEGEL
Name: Seymour Fliegel (the "Nominee")
Age: 68
Business 28 West 44th Street
Address: New York, NY 10036
Residence 166-40 Powells Cove Blvd.
Address: Whitestone, NY 11357
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Center for Educational Innovation
28 West 44th Street
New York, NY 10036
January 1989 - Present
President (January 1998-Present)
Senior Fellow (January 1989-1998)
Sy Fliegel Associates
(Educational consulting business)
July 1989 - Present
President
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
<PAGE>
ANNEX F
RUSSELL D. GLASS
Name: Russell D. Glass (the "Nominee")
Age: 37
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 110 East 57th Street
Address: New York, NY 10022
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Icahn Associates Corp.
767 Fifth Avenue
New York, NY 10153
1998 - Present
President and Chief Investment Officer
Lowestfare.com, Inc.
767 Fifth Avenue
New York, NY 10153
1998 - Present
Vice Chairman
Relational Investors LLC
4330 La. Jolla Village Drive
San Diego, CA
1996 - 1998
Partner
Premier Partners Inc.
274 North Undermountain Road
Sheffield, MA 01257
1988 - 1996
Partner
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment
<PAGE>
company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
Delicious Brands Inc.
National Energy Group, Inc.*
The employment arrangement of Mr. Glass may entitle him to
receive compensation based upon certain investments made by Mr. Icahn and his
affiliates.
- --------
* Held directorship when an Order for Relief Under Chapter 11 of the
Bankruptcy Code was entered against National Energy in February 1999.
<PAGE>
ANNEX G
VINCENT S. INTRIERI
Name: Vincent S. Intrieri(the "Nominee")
Age: 43
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 235 East 95th Street
Address: New York, NY 10128
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Icahn Associates Corp.
767 Fifth Avenue
New York, NY 10153
1998 - Present
Portfolio Manager
Elliot Associates, L.P.
712 Fifth Avenue, 35th floor
New York, NY 10019
1995 - 1998
Portfolio Manager
Arthur Anderson
33 West Monroe St.
Chicago, IL 60603
1993 - 1995
Partner
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee beneficially owns 200 shares of the common stock,
par value $0.01 per share, of Nabisco.
<PAGE>
ANNEX H
CARL C. ICAHN
Name: Carl C. Icahn (the "Nominee")
Age: 64
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 15 West 53rd Street
Address: New York, NY 10019
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Starfire Holding Corporation (formerly Icahn
Holding Corporation)
100 South Bedford Road
Mt. Kisco, NY 10549
1984 - Present
Chairman of the Board and Chief Executive
Officer
ACF Industries, Incorporated
620 North Second Street
St. Charles, MO 63301
1984 - Present
Chairman of the Board and Chief Executive
Officer
ACF Industries Holdings Corp.
620 North Second Street
St. Charles, MO 63301
1993 - Present
Chairman of the Board and Chief Executive
Officer
Icahn & Co., Inc.
One Wall Street Court
New York, NY 10005
1968 - Present
Chairman of the Board, President and Chief
<PAGE>
Executive Officer
American Property Investors, Inc.
100 South Bedford Road
Mt. Kisco, NY 10549
1990 - Present
Chairman of the Board and Chief Executive
Officer
Bayswater Realty & Capital Corp.
100 South Bedford Road
Mt. Kisco, NY 10549
1979 - Present
Chairman of the Board
Stratosphere Corporation
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104
October 1998 - Present
Chairman of the Board
Lowestfare.com, Inc.
767 Fifth Avenue
New York, NY 10153
1998 - Present
Chairman of the Board
Cadus Pharmaceutical Corporation
777 Old Saw Mill River Road
Tarrytown, NY 10591
1995 - 1996
Co-Chairman of the Board
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
American Property Investors, Inc., the
general partner of American Real Estate
Partners, L.P.
Stratosphere Corporation
The Nominee beneficially owns, indirectly, with shared voting
and investment power, 28,367,900 shares of common stock, par value $0.01 per
share, of Nabisco, which constitutes approximately 8.7% of such class of
securities.
<PAGE>
ANNEX I
ROBERT J. MITCHELL
Name: Robert J. Mitchell (the "Nominee")
Age: 53
Business 767 Fifth Avenue
Address: New York, NY 10153
Residence 3 Woodland Drive
Address: Woodbury, NY 11797
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
ACF Industries, Incorporated
620 North Second Street
St. Charles, MO 63301
1995 - Present
Senior Vice President - Finance (Treasurer
from December 1984 to March 1995)
ACF Industries Holdings Corp.
620 North Second Street
St. Charles, MO 63301
1993 - Present
President and Treasurer
Icahn & Co., Inc.
One Wall Street Court
New York, NY 10005
2000 - Present
Vice President
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
National Energy Group, Inc.*
Stratosphere Corp.
- --------
* held directorship when an Order for Relief Under Chapter 11 of the
Bankruptcy Code was entered against National Energy in February 1999.
<PAGE>
ANNEX J
FELIX PARDO
Name: Felix Pardo (the "Nominee")
Age: 62
Business 313 Warren Street
Address: Glen Falls, NY 12801
Residence 33 Washington Avenue
Address: Cambridge, MA 02140
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Dyckerhoff Inc.
313 Warren Street
Glen Falls, NY 12801
July 1998 - Present
Chairman
Philip Services Corporation
100 King Street West
P.O. Box 2440
Hamilton, Ontario L8N 4J6
March 1998 - November 1998
President
Ruhr-American Coal Corp.
Kanawha Blvd.
Charleston, West Virginia
May 1992 - March 1998
President
Newalta Corporation
Suite 1200
333 Eleventh Avenue, S.W.
Calgary, Alberta T2R 1L9
1992 - March 1998
President
The entities listed above are not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
PANACO Inc.
<PAGE>
Philip Services Corporation*
- --------
* Philip commenced bankruptcy proceedings in the United States and
Canada in June, 1999.
<PAGE>
ANNEX K
JACK G. WASSERMAN
Name: Jack G. Wasserman (the "Nominee")
Age: 63
Business 111 Broadway
Address: New York, NY 10006
Residence 510 East 86th Street
Address: New York, NY 10028
Set forth below is a brief description of the Nominee's
business experience during the past five years, including the Nominee's
principal occupations and employment during the past five years; the name and
principal business of any corporation or other organization in which such
occupations and employment were carried on and the Nominee's current principal
occupation or employment.
Wasserman Schneider and Babb (law firm)
111 Broadway
New York, NY 10006
1996 - Present
Senior Partner
The entity listed above is not a parent, subsidiary or other affiliate of
Nabisco Group Holdings Corp. ("Nabisco"). The Nominee does not hold any
positions or offices with Nabisco.
The Nominee currently is a director of the following companies
that have a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") or that are
subject to the requirements of Section 15(d) of the Exchange Act or that are
registered as an investment company under the Investment Company Act of 1940:
Cadus Pharmaceutical Corporation
National Energy Group, Inc.
American Property Investors, Inc., the
general partner of American Real Estate
Partners, L.P.
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Jerome Becker
Jerome Becker
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Harold First
Harold First
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Seymour Fliegel
Seymour Fliegel
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Russell Glass
Russell Glass
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Vince Intrieri
Vince Intrieri
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Carl C. Icahn
Carl C. Icahn
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Robert Mitchell
Robert Mitchell
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Felix Pardo
Felix Pardo
Dated: March 9, 2000
<PAGE>
ANNEX L
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee
for election as a director of Nabisco Group Holdings Corp. (the "Company"), in
the proxy statement and other materials concerning the undersigned's nomination
in connection with the solicitation of proxies from stockholders of the Company
to be voted at the 2000 annual meeting of stockholders of the Company and any
adjournment thereof, and further consents to serve as a director of the Company,
if elected.
/s/ Jack Wasserman
Jack Wasserman
Dated: March 10, 2000
<PAGE>
Exhibit 2
High River Limited Partnership
March 9, 2000
Dear ________________:
This will confirm our understanding as follows:
1. You have agreed to become a member of a slate of nominees (the
"Slate") to stand for election as directors of Nabisco Group Holdings
Corp.("Nabisco") in connection with a proxy contest with management of Nabisco
in respect of the election of directors of Nabisco at the 2000 Annual Meeting of
Stockholders of Nabisco (the "2000 Annual Meeting"), expected to be held in May
2000, or a special meeting of stockholders of Nabisco called for a similar
purpose (the "Proxy Contest").
2. The undersigned agrees to pay the costs of the Proxy Contest.
3. You understand that, pursuant to the By-Laws of Nabisco, it will be
difficult, if not impossible, to replace nominees who, such as yourself, have
agreed to serve on the Slate and later change their minds and determine not to
seek election. Accordingly, the Slate is relying upon your agreement to seek
nomination. In that connection, you are being supplied with questionnaires in
which you will provide the undersigned with information necessary for the
undersigned to make appropriate disclosure both to Nabisco and for use in
creating the proxy material to be sent to stockholders of Nabisco and to be
filed with the Securities and Exchange Commission. You have agreed that (i) you
will immediately complete and sign the questionnaire and return it to the
undersigned and (ii) your responses to the questions contained therein will be
true and correct in all respects. In addition, you have agreed that,
concurrently with your execution of this letter, you will execute a letter or
other instrument directed to Nabisco informing Nabisco that you consent to being
a nominee of the undersigned for the election as a director of Nabisco and, if
elected, consent to serving as a director of Nabisco.
4. The undersigned hereby agrees that, so long as you actually serve on
the Slate, the undersigned will defend, indemnify and hold you harmless from and
against any and all losses, claims, damages, penalties, judgments, awards,
liabilities, costs, expenses and disbursements (including, without limitation,
reasonable attorneys' fees, costs, expenses and disbursements) incurred by you
in the event that you become a party, or are threatened to be made a party, to
any civil, criminal, administrative or arbitrative action, suit or proceeding,
and any appeal thereof relating solely to your role as a nominee for director of
Nabisco on the Slate. Your right of indemnification hereunder shall continue
after the election has taken place but only for events which occurred during the
period from the date hereof until the date of the 2000 Annual Meeting or special
meeting of stockholders regarding the election of the Slate in the event that
you are a candidate for election at such special meeting. Anything to the
contrary herein
<PAGE>
notwithstanding, the undersigned is not indemnifying you for any action taken by
you or on your behalf which occurs prior to the date hereof or subsequent to the
2000 Annual Meeting or such earlier time as you are no longer a nominee of the
Slate for election to Nabisco's Board of Directors or for any actions taken by
you as a director of Nabisco, if you are elected. Nothing herein shall be
construed to provide you an indemnity: (i) in the event you are found to have
engaged in a violation of any provision of state or federal law in connection
with the Proxy Contest unless you demonstrate that your action was taken in good
faith and in a manner you reasonably believed to be in or not opposed to the
best interests of electing the Slate; or (ii) if you acted in a manner which
constitutes gross negligence or willful misconduct. In the event that you shall
make any claim for indemnification hereunder, you shall promptly notify the
undersigned in the event of any third-party claims actually made against you or
known by you to be threatened. In addition, with respect to any such claim, the
undersigned shall be entitled to control your defense with counsel chosen by the
undersigned. The undersigned shall not be responsible for any settlement of any
claim against you covered by this indemnity without its prior written consent.
However, the undersigned may not enter into any settlement of any such claim
without your consent unless such settlement includes a release of you from any
and all liability in respect of such claim.
5. Each of us recognizes that should you be elected to the Board of
Directors of Nabisco all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duty to the
stockholders of Nabisco and, as a result, that there is, and can be, no
agreement between you and the undersigned which governs the decisions which you
will make as a director of Nabisco, including, without limitation, the matters
described in paragraph 3 above.
Should the foregoing agree with your understanding, please so indicate
in the space provided below, whereupon this letter will become a binding
agreement between us.
Very truly yours,
High River Limited Partnership
By: Riverdale LLP, General Partner
By:_______________________________
Its:________________________________
Agreed to and Accepted as of the date first above written:
________________________
Name:___________________
