SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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NABISCO GROUP HOLDINGS CORP.
(Name of Subject Company (Issuer))
Carl C. Icahn
Barberry Corp.
High River Limited Partnership
Riverdale LLC
and
Icahn & Co., Inc.
(Names of Filing Persons (Offerors))
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
74960K 876
(CUSIP Number of Class of Securities)
Marc Weitzen, Esq.
General Counsel
Legal Department,
Icahn Associates Corp. & affiliated companies
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 on behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation: Not applicable Amount of Filing Fee: Not applicable
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
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statement number, or the Form or Schedule and the date of its
filing.
Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration no.: Not applicable Date Filed: Not applicable
/X/ Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
On April 10, 2000, Carl C. Icahn issued the following press release
with respect to the confidentiality agreement between Carl C. Icahn and his
affiliates and Nabisco Group Holdings Corp. dated April 10, 2000:
FOR IMMEDIATE RELEASE
Icahn To Participate in Bidding Process
Conducted By Nabisco Group Holdings
Confidentiality Agreement Signed; Diligence to Commence
New York, New York. April 10, 2000. Carl C. Icahn announced today that High
River Limited Partnership, an affiliate of Mr. Icahn, has entered into a
confidentiality agreement with Nabisco Group Holdings Corp. (NYSE: NGH). As a
result, Mr. Icahn and his affiliates will participate in the bidding process
being coordinated by Morgan Stanley and Warburg Dillon Reed. The agreement
allows Mr. Icahn to seek "strategic" partners to join in his bid with the
consent of NGH, which is not to be unreasonably withheld. However, the agreement
in no way restricts Mr. Icahn from bringing lending institutions and other
sources of capital into the project. In this regard, Mr. Icahn has selected
Industrial Bank of Japan (IBJ) to commence the due diligence process as soon as
possible and he expects to involve other "financial" partners as well.
Under the terms of the agreement with NGH, Mr. Icahn and his affiliates are not
permitted to solicit proxies from NGH stockholders, or to purchase additional
NGH shares, until the earlier of July 15, 2000 or the time that NGH enters into
an agreement with another purchaser. As a result, Mr. Icahn will not proceed
with the proposed proxy solicitation or tender offer previously announced.
Mr. Icahn is currently the largest non-institutional stockholder of NGH, with
over 31 million shares.
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In light of the provisions of the agreement referred to above, Mr. Icahn and
his affiliates currently do not intend to commence either a proxy
solicitation for the NGH 2000 annual stockholders meeting or a tender offer
relating to shares of Nabisco Group Holdings. However, if, at some future
date, a proxy solicitation for any meeting and/or a tender offer is
commenced, then they will file a proxy statement and/or a tender offer
statement with the Securities and Exchange Commission. Those statements would
contain important information and should be read by security holders.
Security holders would be able to obtain at no charge those statements and
other documents when they become available on the Securities and Exchange
commission's website at http://www.sec.gov. In addition, any definitive proxy
statement, form of proxy, offer to purchase, letter of transmittal or notice
of guaranteed delivery, would be mailed to stockholders.
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Contact: Susan Gordon: (212) 702-4309 or Karen Kavanagh: (212) 702-4310
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