<PAGE>
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
</TABLE>
NABISCO GROUP HOLDINGS CORP.
(Name of Registrant as Specified in Its Charter)
NABISCO GROUP HOLDINGS CORP.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
-----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
-----------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
-----------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
[NABISCO GROUP HOLDINGS LOGO]
NABISCO GROUP HOLDINGS CORP.
7 CAMPUS DRIVE
PARSIPPANY, NJ 07054-0311
March , 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Nabisco Group Holdings Corp. The meeting will be held at 10:30 a.m. (local
time) on Tuesday, May 9, 2000 at the Hotel DuPont, 11th and Market Streets,
Wilmington, Delaware 19801.
At this year's stockholders meeting, you will be asked to elect twelve
directors, ratify the appointment of Deloitte & Touche LLP as independent
auditors and consider one stockholder proposal, if presented by its proponent.
The Board of Directors unanimously recommends a vote FOR the directors
recommended by the Board, FOR ratification of the appointment of Deloitte &
Touche LLP as independent auditors and AGAINST the other proposal. Accordingly,
please give careful attention to these proxy materials.
You should know that Carl Icahn, a well-known financier, has filed materials
with the Securities and Exchange Commission stating that he once again may
conduct a proxy contest to replace your Board with his own nominees. We have
serious concerns about this, based on his prior history of three proxy fights
with RJR Nabisco and his dealings with other public companies.
We will keep you informed about Mr. Icahn and his actions between now and
the Annual Meeting. In the meantime, we urge shareholders to vote to reelect the
Nabisco Group Board by executing the enclosed WHITE proxy card.
It is important that your shares be represented and voted at the Annual
Meeting regardless of the size of your holdings. Accordingly, whether or not you
plan to attend the Annual Meeting, please complete, sign, date and return the
accompanying WHITE proxy card in the enclosed envelope in order to make certain
that your shares will be represented at the Annual Meeting.
If you have any questions, please contact our proxy solicitors, MacKenzie
Partners, Inc., at the phone numbers listed on the back cover.
Thank you for your support and continued interest in Nabisco Group Holdings.
Sincerely,
<TABLE>
<S> <C>
[SIGNATURE TO COME] [SIGNATURE TO COME]
STEVEN F. GOLDSTONE JAMES M. KILTS
CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
IMPORTANT: YOUR WHITE PROXY CARD IS ENCLOSED IN THE ADDRESS WINDOW OF THE
ENVELOPE CONTAINING THIS MATERIAL. IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON PLEASE FOLLOW THE PROCEDURES SET FORTH ON PAGE 3 TO OBTAIN AN ADMISSION
TICKET.
<PAGE>
[NABISCO GROUP HOLDINGS LOGO]
NABISCO GROUP HOLDINGS CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
To the Stockholders:
The Annual Meeting of Stockholders of Nabisco Group Holdings Corp., a
Delaware corporation (the "Company"), will be held at the Hotel DuPont, 11th and
Market Streets, Wilmington, Delaware 19801, at 10:30 a.m. (local time) on
Tuesday, May 9, 2000 for the following purposes:
1. To elect twelve Directors to serve until the 2001 Annual Meeting of
Stockholders and until their respective successors are duly elected and
qualified;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company's 2000 fiscal year;
3. To act on one stockholder proposal if presented by its proponent; and
4. To transact such other business as may be properly brought before the
meeting and any adjournments or postponements thereof.
Only holders of record of the Company's Common Stock as of the close of
business on March 15, 2000 are entitled to notice of and to vote at the Annual
Meeting and any adjournments or postponements thereof. A list of the
stockholders may be examined for any purpose germane to the meeting during the
ten-day period preceding the date of the meeting at the Hotel DuPont, 11th and
Market Streets, Wilmington, Delaware 19801.
[SIGNATURE TO COME]
JAMES A. KIRKMAN III
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
Parsippany, New Jersey
March , 2000
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
<PAGE>
NABISCO GROUP HOLDINGS CORP.
7 CAMPUS DRIVE
PARSIPPANY, NJ 07054-0311
PROXY STATEMENT
This Proxy Statement and enclosed form of proxy are being furnished
commencing on or about March , 2000 in connection with the solicitation by the
Board of Directors (the "Board") of Nabisco Group Holdings Corp., a Delaware
corporation (the "Company"), of proxies in the enclosed form for use at the
annual meeting of stockholders (the "Annual Meeting") to be held on Tuesday,
May 9, 2000 for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders.
A proxy card is enclosed for your use. THE BOARD URGES YOU TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE, which is
postage-paid if mailed in the United States.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, ONLY
YOUR BANK OR BROKER CAN VOTE YOUR SHARES AND ONLY UPON YOUR SPECIFIC
INSTRUCTIONS. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
INSTRUCT HIM OR HER TO VOTE THE PROXY CARD AS SOON AS POSSIBLE.
If you have any questions or need further assistance in voting your shares,
please call:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
(212) 929-5500 (COLLECT)
OR
(800) 322-2885 (TOLL FREE)
THE REORGANIZATION OF THE COMPANY
On May 12, 1999, the Company sold its international tobacco business for
approximately $8 billion. Proceeds from the sale were used to reduce debt and
for general corporate purposes.
On May 18, 1999, the Company's food and tobacco businesses were separated by
the transfer of the approximately 80.5% interest in Nabisco Holdings Corp.
("Nabisco") held by RJR Nabisco, Inc. ("RN", subsequently renamed R.J. Reynolds
Tobacco Holdings, Inc. ("RJRT")) to RJR Nabisco Holdings Corp. ("RJRN"), the
Company's predecessor, through a merger transaction, followed by a spin-off on
June 14, 1999 to the Company's stockholders of shares in RJRT (the
"Distribution").
Upon completion of the Distribution, RJRN was legally renamed Nabisco Group
Holdings Corp. The Company exists as a holding company, owning approximately
80.5% of Nabisco. The Company (symbol: NGH) and Nabisco (symbol: NA) each
continue to trade as separate companies of The New York Stock Exchange.
The Company, RJRT and RJRT's wholly-owned subsidiary, R.J. Reynolds Tobacco
Company, have entered into several agreements governing the relationships among
the parties after the Distribution, including the provision of intercompany
services by Nabisco to the Company, certain tax matters, indemnification rights
and obligations and other matters among the parties as disclosed in the Form 8-K
filed by the Company on June 15, 1999.
VOTING AND ATTENDANCE AT ANNUAL MEETING
Only holders of record of the Company's voting securities as of the close of
business on March 15, 2000 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting and any
<PAGE>
adjournments or postponements thereof. As of the Record Date, the following
shares of voting securities were outstanding: [326,146,847] shares of Common
Stock, par value $.01 per share ("Common Stock"). Holders of Common Stock are
entitled to one (1) vote per share.
Attendance at the Annual Meeting will be limited to stockholders as of
March 15, 2000, the record date, and to guests of the Company. Admittance
tickets will be required. If you are a stockholder and plan to attend, you must
request an admittance ticket by writing to the Office of the Secretary at the
address shown above. If your shares are not registered in your own name,
evidence of your stock ownership must accompany your letter. You can obtain this
evidence from your bank or brokerage firm, typically in the form of your most
recent monthly statement. An admittance ticket will be held in your name at the
registration desk, not mailed to you in advance of the meeting. The auditorium
will open at 10:00 a.m.
Any proxy given pursuant to this solicitation and received in time for the
meeting will be voted as specified in such proxy. If the enclosed proxy card is
executed and returned without instructions as to how it is to be voted, proxies
will be voted FOR the election of the nominees listed below under the caption
"Election of Directors--Information Concerning Nominees," FOR the ratification
of the appointment of Deloitte & Touche LLP as independent auditors for the
Company's 2000 fiscal year, AGAINST the stockholder proposal and in the
discretion of the proxies named on the proxy card with respect to any other
matters properly brought before the Annual Meeting and any adjournments thereof.
Any proxy may be revoked by written notice received by the Secretary of the
Company at any time prior to the voting thereof by submitting a subsequent proxy
or by attending the meeting and voting in person.
The presence of the holders of a majority of the outstanding shares of
Common Stock entitled to vote, represented at the Annual Meeting in person or by
proxy, will constitute a quorum. Shares represented by proxies that are marked
"abstain" will be counted as shares present for purposes of determining the
presence of a quorum on all matters. Proxies relating to "street name" shares
that are voted by brokers on some but not all of the matters will be treated as
shares present for purposes of determining the presence of a quorum on all
matters, but they will not be treated as shares entitled to vote at the Annual
Meeting on those matters as to which authority to vote is withheld by the broker
("Broker Non-Votes"). The twelve nominees receiving the highest vote totals will
be elected as Directors of the Company. Accordingly, abstentions and Broker
Non-Votes will not affect the outcome of the election. All other matters to be
voted on will be decided by a majority vote of the shares represented at the
Annual Meeting and entitled to vote. On any such matter, an abstention will have
the same effect as a negative vote, but, because shares held by brokers will not
be considered entitled to vote on matters as to which the brokers withhold
authority, a Broker Non-Vote will have no effect on the vote.
Securities and Exchange Commission (the "SEC") rules generally require that
the Company furnish its annual report to stockholders preceeding or accompanying
its proxy materials. However, if you are a stockholder of record, have the same
address as another stockholder of record and do not hold shares in nominee name,
you may wish to authorize the Company to discontinue sending more than one
annual report to the same address. You can eliminate such duplicate mailings by
marking the appropriate box on the proxy card for any account for which you do
not wish to receive annual reports. You will, however, continue to receive proxy
statements and proxy cards to vote the shares for all of your accounts.
ITEM 1--ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES
At the upcoming Annual Meeting, a board of twelve Directors will be elected
to hold office until the next Annual Meeting and until their successors have
been elected and qualified. Although management does not anticipate that any of
the persons named below will be unable or unwilling to stand for election, in
the event of such an occurrence, proxies may be voted for a substitute
designated by the Board. All of the Board's nominees are incumbent Directors of
the Company, and all of them were elected to their present
2
<PAGE>
terms by the stockholders in May 1999, except Messrs. Jenkins and Kilts, who
were elected by the Board in July 1999, and Ms. Karch, who was elected by the
Board in March 2000.
Background information about the Board's nominees for election is set forth
below. See "Security Ownership of Management" and Appendix I for additional
information about the nominees, including their ownership, purchase and sale of
securities issued by the Company and its subsidiaries.
<TABLE>
<CAPTION>
YEAR FIRST BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE ELECTED AND OTHER INFORMATION
- ---- -------- ---------- ----------------------------------------------
<S> <C> <C> <C>
John T. Chain, Jr.................... 65 1994 Chairman of Thomas Group, Inc. since May 1998;
President of Quarterdeck Equity Partners,
Inc., an investor in the defense industry,
since December 1996; previously Special
Assistant to the Chairman of Burlington
Northern Santa Fe Corporation ("Burlington
Northern") from November 1995 to March 1996;
Executive Vice President of Burlington
Northern from 1991 to November 1995. For more
than five years prior thereto, General
(Commander-in-Chief, Strategic Air Command) in
the United States Air Force. Member of the
Boards of Nabisco Holdings Corp. ("Nabisco"),
Nabisco, Inc., Northrop Grumman Corporation,
RJRT and Thomas Group, Inc.
Julius L. Chambers................... 63 1994 Chancellor of North Carolina Central
University since 1993. For more than five
years prior thereto, Director-Counsel of the
NAACP Legal Defense and Educational Fund, Inc.
Member of the Boards of Nabisco, Nabisco, Inc.
and of the Advisory Board of First Union
National Bank (Durham, NC).
John L. Clendenin.................... 65 1994 Chairman of the Board and Chief Executive
Officer of BellSouth Corporation for more than
five years prior to retirement in December
1997. Member of the Boards of Coca-Cola
Enterprises Inc., Equifax Inc., The Home
Depot, Inc., The Kroger Company, Nabisco,
Nabisco, Inc., National Service Industries,
Inc., Powerwave Technologies, Inc., Springs
Industries, Inc. and Wachovia Corporation.
Steven F. Goldstone.................. 54 1995 Chairman of the Company since May 1996;
Chairman of Nabisco and of Nabisco, Inc. since
January 1998; previously Chief Executive
Officer of the Company from December 1995 to
December 1999; President of the Company from
October 1995 to December 1999; General Counsel
of the Company from March to December 1995;
prior thereto Senior Partner with the law firm
of Davis Polk & Wardwell until October 1995
and for more than five years prior thereto.
Member (Chairman) of the Boards of Nabisco and
Nabisco, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE ELECTED AND OTHER INFORMATION
- ---- -------- ---------- ----------------------------------------------
<S> <C> <C> <C>
Ray J. Groves........................ 64 1995 Chairman of Legg Mason Merchant Banking, Inc.
since February 1995; previously Chairman and
Chief Executive Officer of the independent
accounting firm of Ernst & Young LLP until
1994 and for more than five years prior
thereto. Member of the Boards of Allegheny
Technologies Incorporated, American Water
Works Company, Inc., Boston Scientific
Corporation, Dominion Resources, Inc.,
Electronic Data Systems Corporation, Marsh &
McLennan Companies, Inc., Nabisco and Nabisco,
Inc.
David B. Jenkins..................... 69 1999 Director of J. Sainsbury International from
January 1994 to September 1995; Chairman and
Chief Executive Officer of Shaw's
Supermarkets, Inc. from 1982 to retirement in
December 1993. Member of the Boards of A.A.I.
Foster Grant, Citizens Capital, Inc., KaBloom
Ltd. (Chairman), Nabisco and Nabisco, Inc.
Nancy Karch.......................... 52 2000 Member, McKinsey & Company, Inc., Advisory
Council since January 2000; previously Senior
Partner and Director of McKinsey & Company,
Inc., an international consulting firm, for
more than five years prior to retirement in
December 1999. Member of the Boards of Liz
Claiborne, Inc., Nabisco and Nabisco, Inc.
James M. Kilts....................... 52 1999 Chief Executive Officer and President of the
Company since December 1999; Chief Executive
Officer and President of each of Nabisco and
Nabisco, Inc. since January 1998; prior
thereto Executive Vice President - Worldwide
Food of Philip Morris Companies from January
1994 to March 1997; President of Kraft USA
from 1989 to 1994. Member of the Boards of May
Department Stores Company, Nabisco, Nabisco,
Inc. and The Whirlpool Corporation.
Fred H. Langhammer................... 56 1998 President of The Estee Lauder Companies Inc.
("Estee Lauder") since 1995 and Chief
Executive Officer of Estee Lauder since
January 2000; previously Chief Operating
Officer of Estee Lauder from 1985 to 1999 and
Executive Vice President of Estee Lauder from
1985 to 1995. Member of the Boards of Estee
Lauder, Nabisco, Nabisco, Inc., and RSL
Communications, Ltd.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE ELECTED AND OTHER INFORMATION
- ---- -------- ---------- ----------------------------------------------
<S> <C> <C> <C>
H. Eugene Lockhart................... 50 1997 [CURRENT TITLE]; prior thereto President of
Consumer Services of AT&T Corp. ("AT&T") from
July 1999 to February 2000; Executive Vice
President and Chief Marketing Officer of AT&T
from February 1999 to June 1999; President of
Global Retail Banking, BankAmerica Corp. from
May 1997 to October 1998; President and Chief
Executive Officer of MasterCard International
Incorporated from 1994 to May 1997; Executive
Vice President of First Manhattan Co. from
1992 to 1994. Member of the Boards of First
Republic Bank, IMS Health Corporation, Nabisco
and Nabisco, Inc.
Theodore E. Martin................... 60 1997 Chief Executive Officer, President and
Director of Barnes Group Inc. ("Barnes Group")
from 1995 until retirement in December 1998;
previously Executive Vice President -
Operations and Director of Barnes Group from
1993 to 1995. Member of the Boards of
Ingersoll-Rand Company, Nabisco, Nabisco,
Inc., PE Corporation and Unisys Corporation.
Rozanne L. Ridgway................... 64 1989 Co-Chair of the Atlantic Council of the United
States ("Atlantic Council") from 1993 until
retirement in 1996; President of the Atlantic
Council from 1989 through 1992; prior thereto
Assistant Secretary of State for European and
Canadian Affairs from 1985 to 1989. Member of
the Boards of Bell Atlantic Corporation, The
Boeing Company, Emerson Electric Co.,
Minnesota Mining and Manufacturing Company,
Nabisco, Nabisco, Inc., Sara Lee Corporation
and Union Carbide Corp.
</TABLE>
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF
ITS NOMINEES FOR DIRECTOR NAMED ABOVE.
MEETINGS AND COMMITTEES OF THE BOARD
The Board met ten times during the 1999 fiscal year. During 1999, all then
incumbent Directors attended at least 75% of the meetings of the Board and the
Board committees on which they served except Messrs. Jenkins and Lockhart, who
attended 67% and 60%, respectively, of the meetings of the Board and the Board
Committees on which they served. Mr. Jenkins joined the Board in July 1999 and
missed only one Board meeting out of the four Board meetings held during the
time that he served on the Board during the last fiscal year and the Committee
meeting associated therewith. Due to his short tenure on the Board, this single
absence resulted in attendance below the 75% threshold.
The standing committees of the Board are the Executive Committee, the Audit
Committee, the Compensation Committee and the Corporate Governance and
Nominating Committee.
EXECUTIVE COMMITTEE. The Executive Committee has authority to act for the
Board on most matters during intervals between Board meetings. The Executive
Committee, whose current members are General Chain and Messrs. Goldstone
(Chair), Groves and Kilts, met twice during the 1999 fiscal year.
5
<PAGE>
AUDIT COMMITTEE. The Audit Committee reviews the adequacy of the Company's
internal system of accounting controls, confers with the independent auditors
and the internal auditors concerning their examination of the books and records
of the Company and its subsidiaries, reviews actions taken to ensure compliance
with the Company's Code of Conduct, recommends to the Board the appointment of
independent auditors and considers other appropriate matters regarding the
financial affairs of the Company and its subsidiaries. The Audit Committee,
whose current members are Messrs. Chambers, Groves (Chair), Langhammer and
Lockhart, held five meetings during the 1999 fiscal year.
COMPENSATION COMMITTEE. The Compensation Committee makes recommendations to
the Board with respect to compensation and grants of stock options and other
long-term incentives to management employees. In addition, the Compensation
Committee administers plans and programs relating to employee benefits,
incentives and compensation. The Compensation Committee, whose current members
are General Chain (Chair), Mr. Clendenin and Ms. Ridgway, met five times during
the 1999 fiscal year.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. The Corporate Governance and
Nominating Committee has responsibility for recruiting and nominating new
directors and for corporate governance issues, including Board self-evaluation
and chief executive officer evaluation. Only outside directors are eligible to
serve on this committee. The Corporate Governance and Nominating Committee,
whose current members are Messrs. Jenkins and Martin and Ms. Ridgway (Chair),
held four meetings during the 1999 fiscal year.
The Corporate Governance and Nominating Committee will consider suggestions
for Board nominees made by stockholders. A stockholder may recommend a person
for nomination to the Board at the 2001 annual meeting of stockholders by giving
notice thereof and providing certain information set forth in the Company's
By-Laws, in writing, to the Secretary of the Company at 7 Campus Drive,
Parsippany, NJ 07054-0311 for receipt between February 9, 2001 and March 10,
2001.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of March 15, 2000,
regarding the beneficial ownership of (i) Common Stock and (ii) Nabisco's
Class A Common Stock, par value $.01 per share ("Nabisco Class A Common Stock"),
by each director of the Company, by each of the five most highly compensated
executive officers of the Company (as required by SEC rules) and by all
directors and executive officers of the Company as a group. Most of these
individuals have the opportunity to become the beneficial owners of additional
shares of Common Stock as a result of stock options vesting or becoming
exercisable. See "Executive Compensation--Long Term Incentive Compensation" and
"Directors' Compensation" below. Otherwise, except as noted, the persons named
in the table below do not own, beneficially or of record, any other securities
of the Company or its subsidiaries and have sole voting and investment power
over all securities for which they are shown as beneficial owner.
6
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NUMBER OF SHARES OF PERCENT OF NABISCO CLASS A PERCENT OF
(NGH) COMMON STOCK COMMON COMMON STOCK NABISCO
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1)(2) STOCK BENEFICIALLY OWNED (1)(3) STOCK
- ------------------------ -------------------------- ---------- -------------------------- ----------
<S> <C> <C> <C> <C>
John T. Chain, Jr.............. 21,836 * 11,300 *
Julius L. Chambers............. 19,865 * 0 *
John L. Clendenin.............. 20,289 * 500 *
Douglas R. Conant.............. 36,000 * 215,903 0.4182%
Steven F. Goldstone (4)........ 2,403,194 0.7319% 274,981 0.5322%
Ray J. Groves.................. 19,164 * 0 *
James E. Healey................ 29,000 * 3,000 *
David B. Jenkins............... 0 * 11,900 *
Nancy Karch (5)................ 0 * 0 *
James M. Kilts................. 256,813 * 11,000 *
James A. Kirkman III........... 24,736 * 182,098 0.3531%
Fred H. Langhammer............. 11,650 * 0 *
Richard H. Lenny............... 43,000 * 4,225 *
H. Eugene Lockhart............. 13,928 * 0 *
Theodore E. Martin............. 12,883 * 0 *
Rozanne L. Ridgway............. 10,493 * 0 *
All Directors and Executive
Officers as a Group.......... 2,922,851 0.8892% 714,907 1.3724%
David B. Rickard............... 142,450 * 0 *
William L. Rosoff (6).......... 175,040 * 0 *
</TABLE>
- ------------------------
* Less than 0.1%.
(1) For purposes of this table, a person is deemed to be the "beneficial owner"
of any shares that such person has the right to acquire within 60 days. For
purposes of computing the percentage of outstanding shares held by each
person named above, any security that such person has the right to acquire
within 60 days is deemed to be outstanding, but it is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.
(2) The number of shares of NGH Common Stock beneficially owned includes shares
subject to currently exercisable options in the following amounts:
(i) 19,836 shares for each of General Chain and Messrs. Chambers and
Clendenin; (ii) 2,186,665 shares for Mr. Goldstone; (iii) 17,999 shares for
Mr. Groves; (iv) 256,813 shares for Mr. Kilts; (v) 11,650 shares for
Mr. Langhammer; (vi) 13,658 shares for Mr. Lockhart; (vii) 12,883 shares for
Mr. Martin; (viii) 10,493 shares for Ms. Ridgway; (ix) 115,450 shares for
Mr. Rickard; (x) 154,096 shares for Mr. Rosoff; and (xi) 2,569,669 shares
for all directors and executive officers as a group. The number of shares of
Common Stock beneficially owned does not include the following deferred
stock units, which are common stock equivalents received as equity
incentives or as deferred fees and other compensation: 6,848 units for each
of General Chain, Mr. Chambers and Ms. Ridgway; 15,966 units for
Mr. Clendenin; 24,204 units for Mr. Groves; 7,651 units for Mr. Langhammer;
11,027 units for Mr. Lockhart; and 13,327 units for Mr. Martin.
(3) The number of shares of Nabisco Class A Common Stock beneficially owned
includes shares subject to currently exercisable options in the following
amounts: (i) 10,300 shares for General Chain and Mr. Jenkins; (ii) 214,852
shares for Mr. Conant; (iii) 260,000 shares for Mr. Goldstone; (iv) 182,097
shares for Mr. Kirkman; and (v) 635,315 shares for all directors and
executive officers as a group. The number of shares of Nabisco Class A
Common Stock beneficially owned does not include Nabisco restricted stock
equivalents in the following amounts: (i) 46,200 restricted stock
equivalents for Mr. Conant; (ii) 17,500 restricted stock equivalents for
Mr. Healey; (iii) 110,000 restricted stock equivalents for Mr. Kilts;
(iv) 26,300 restricted stock equivalents for Mr. Kirkman; (v) 38,500
7
<PAGE>
restricted stock equivalents for Mr. Lenny; and (vi) 238,500 restricted
stock equivalents for all directors and executive officers as a group.
(4) Mr. Goldstone is also the holder of 301,725 contingent performance shares
each equal in value to one share of Common Stock which will be paid to
Mr. Goldstone only if (i) Mr. Goldstone remains Chairman of the Company
through December 31, 2001 (unless he is terminated as Chairman by the
Company or he voluntarily terminates his service as Chairman with good
reason) and (ii) the market price for Common Stock averages $29.00 or more
for any consecutive 30-day period ending on or prior to December 31, 2001.
(5) Until December 31, 1999 and for more than five years prior thereto, Ms.
Karch was a Senior Partner and Director of McKinsey & Company, Inc., an
international consulting firm. McKinsey & Company, Inc. has, from time to
time, provided consulting services to the Company and its subsidiaries
during the past few years, for which the consulting firm has been paid usual
and customary fees.
(6) Mr. Rosoff was Senior Vice President and General Counsel from January 15,
1998. Until December 31, 1997 and for more than five years prior thereto,
Mr. Rosoff was a partner at Davis Polk & Wardwell, a New York law firm.
Davis Polk & Wardwell has, from time to time, provided legal services to the
Company and its subsidiaries during the past few years, for which the law
firm has been paid usual and customary fees.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
the Company's officers and directors and persons who own more than ten percent
of a registered class of the Company's equity securities to file initial
statements of beneficial ownership (Form 3) and statements of changes in
beneficial ownership (Forms 4 or 5) of Common Stock and other equity securities
of the Company with the SEC and The New York Stock Exchange, Inc. Officers,
directors and greater than ten-percent stockholders are required by SEC
regulation to furnish the Company with copies of all such forms they file.
Based solely on a review of the copies of the forms that it has received,
and on written representations from certain reporting persons that no additional
forms were required, the Company believes that its officers, directors and
greater than ten-percent beneficial owners complied with all of these filing
requirements in 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of March 15, 2000,
regarding the beneficial ownership of persons known to the Company to be the
beneficial owners of more than five percent of any class of the Company's voting
securities. The information was obtained from Company records and information
supplied by the stockholders, including information on Schedules 13D and 13G.
Except as otherwise noted, the persons named in the table below have sole voting
and investment power with respect to all shares shown as beneficially owned by
them.
8
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
- -------------- -------------------------------------- ------------------ ----------
<S> <C> <C> <C>
Common Stock Capital Research and Management 42,625,000 13.1%
Company (1)
333 South Hope Street
Los Angeles, CA 90071
Common Stock Carl C. Icahn (2) 28,910,200 8.9%
c/o Carl Icahn Associates Corp.
767 Fifth Avenue, 47(th) Floor
New York, NY 10153
Common Stock FMR Corp. (3) 26,230,429 8.042%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ------------------------
(1) According to Amendment No. 2 to a Schedule 13G dated February 11, 2000 filed
with the SEC by Capital Research and Management Company ("Capital"),
Capital, a registered investment advisor, is deemed to be the beneficial
owner of 42,625,000 shares of Common Stock as a result of acting as
investment adviser to various registered investment companies.
(2) On March 13, 2000, Carl C. Icahn, Icahn & Co., Inc ("Icahn & Co."), High
River Limited Partnership ("High River"), Riverdale LLC ("Riverdale") and
Barberry Corp. ("Barberry" and, collectively, the "Icahn Affiliates") filed
Amendment No. 2 to a Schedule 13D (the "Amended Schedule 13D"). According to
the Amended Schedule 13D, the Icahn Affiliates may be deemed to beneficially
own, in the aggregate, 28,910,200 shares of Common Stock. Mr. Icahn has
shared voting and dispositive power over the 28,910,200 shares. Icahn & Co.
has sole voting and dispositive power over 8,272,900 of the shares. High
River has sole and Riverdale has shared voting and dispositive power over
12,020,200 of the shares. Barberry has sole voting and dispositive power
over 8,617,100 of the shares.
(3) On February 11, 2000, FMR Corp. ("FMR"), Edward C. Johnson 3d, Abigail P.
Johnson and Fidelity Management & Research Company ("FMRC") jointly filed a
Schedule 13G with the SEC. According to the Schedule 13G, FMRC, a
wholly-owned subsidiary of FMR, is the beneficial owner of 24,101,850 shares
of Common Stock, as investment advisor to various registered investment
companies (the "Funds"). Edward C. Johnson 3d, FMR and the Funds each has
sole dispositive power, and the Funds have sole power to vote, the
24,101,850 shares owned by the Funds. Fidelity International Limited ("FIL")
is the beneficial owner of 382,020 shares of Common Stock. FIL has sole
voting and dispositive power over these shares. As investment manager of
institutional accounts, Fidelity Management Trust Company, a wholly-owned
subsidiary of FMR, is the beneficial owner of 1,746,559 shares of Common
Stock. Edward C. Johnson 3d and FMR each has sole voting and dispositive
power over 1,180,250 of these shares and no voting or dispositive power over
566,300 of these shares.
ITEM 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to stockholder ratification, the Board has appointed the firm of
Deloitte & Touche LLP ("Deloitte & Touche") as independent auditors for the
fiscal year ending December 31, 2000 and until their successors are selected.
The appointment was made upon the recommendation of the Audit Committee, which
is comprised of Directors who are not employees of the Company or its
subsidiaries.
A representative of Deloitte & Touche is expected to be present at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so and will be available to answer appropriate questions.
The Board considers Deloitte & Touche to be well qualified and recommends
that the stockholders vote FOR ratification of its appointment as independent
auditors of the Company for the upcoming fiscal year.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY
The following pages describe the components of the total compensation of the
five most highly compensated executive officers (as defined under SEC rules) of
the Company at the end of the last completed fiscal year. Except as otherwise
noted, the bonuses shown represent amounts that the Compensation Committee and
the Board approved for each named individual based on Company performance for
the applicable year. The long-term compensation shown in the Summary
Compensation Table was provided under the Company's 1990 Long-Term Incentive
Plan (the "NGH LTIP") which provides for various types of awards such as stock
options, restricted stock, performance unit awards and performance appreciation
rights ("PARs"), as described below. Some of the long-term compensation shown
for Messrs. Goldstone, Kilts, Lenny, Conant, Healey and Kirkman was provided
under Nabisco Holdings Corp.'s 1994 Long-Term Incentive Plan (the "Nabisco
LTIP"). Also described below is the future compensation such individuals may
receive under the Company's or Nabisco's retirement plans or, following
termination of employment under certain circumstances, under individual
agreements.
Mr. Goldstone ceased on December 30, 1999 to serve as the Company's Chief
Executive Officer and Mr. Kilts became the Company's Chief Executive Officer on
that date. Mr. Kilts is compensated by Nabisco and Nabisco, Inc. The employment
of Messrs. Rickard and Rosoff terminated on August 31, 1999 and October 15,
1999, respectively. Messrs. Lenny, Conant, Healey and Kirkman are compensated by
Nabisco and Nabisco, Inc.
10
<PAGE>
SUMMARY COMPENSATION TABLE
The following table presents certain specific information regarding the
compensation of the executives named below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------
OTHER ANNUAL
NAME & PRINCIPAL POSITION YEAR (1) SALARY BONUS(2) COMPENSATION
- --------------------------------------------- -------- -------- ---------- -------------
<S> <C> <C> <C> <C>
Steven F. Goldstone.......................... 1999 $800,000 $2,575,000 $6,352,950(7)
Chairman & Former Chief Executive Officer 1998 800,000 1,950,000 2,005,247
1997 800,000 1,950,000 1,988,531
James M. Kilts............................... 1999 900,000 -- 108,302(8)
President & Chief Executive Officer 1998 900,000 765,000 132,832
Richard H. Lenny............................. 1999 463,889 640,833 94,068(8)
President, Nabisco Biscuit Company 1998 380,048 335,000 54,905
Douglas R. Conant 1999 371,667 645,500 55,467(8)
President, Nabisco Foods Company........... 1998 345,833 239,000 54,441
1997 325,000 82,000 53,768
James E. Healey.............................. 1999 360,000 518,333 56,509(8)
Senior Vice President & Chief Financial
Officer
James A. Kirkman III......................... 1999 290,000 369,917 55,522(8)
Senior Vice President, General Counsel &
Secretary
David B. Rickard............................. 1999 418,333 430,500 88,450(9)
Former Executive Vice President & Chief 1998 595,833 495,000 64,747
Financial Officer 1997 386,538 350,000 44,734
William L. Rosoff............................ 1999 475,000 525,000 90,408(9)
Former Senior Vice President & General 1998 575,000 462,000 56,807
Counsel
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------------------
SECURITIES
RESTRICTED UNDERLYING LONG-TERM
STOCK OPTIONS INCENTIVE ALL OTHER
NAME & PRINCIPAL POSITION AWARD($)(3) AWARDED (#)(4) PAYOUTS(5) COMPENSATION(6)
- --------------------------------------------- ----------- -------------- ---------- ---------------
<S> <C> <C> <C> <C>
Steven F. Goldstone.......................... -- 1,059,876(NGH)(10) $ 575,981 $11,433,541
Chairman & Former Chief Executive Officer $7,300,000 100,000(NA) -- 169,400
-- 100,000(NA) -- 176,900
716,108(NGH)(10)
60,000(NA)
James M. Kilts............................... 7,293,438 500,000(NGH) -- 46,210
President & Chief Executive Officer 2,396,875 400,000(NA) -- 49,435
389,111(NGH)(10)
415,000(NA)
Richard H. Lenny............................. 570,938 200,000(NGH) -- 18,275
President, Nabisco Biscuit Company 448,750 110,000(NA) -- 160,625
60,000(NA)
Douglas R. Conant 489,375 175,000(NGH) -- 18,395
President, Nabisco Foods Company........... 18,435 65,000(NA) -- 12,835
-- 60,000(NA) 632,000 16,770
65,000(NA)
James E. Healey.............................. 326,250 150,000(NGH) -- 16,080
Senior Vice President & Chief Financial 65,000(NA)
Officer
James A. Kirkman III......................... 228,375 100,000(NGH) -- 8,700
Senior Vice President, General Counsel & 50,000(NA)
Secretary
David B. Rickard............................. -- -- 3,027,338 7,144,943
Former Executive Vice President & Chief 730,000 233,543(NGH)(10) -- 28,375
Financial Officer 975,000 155,450(NGH)(10) -- 261,250
William L. Rosoff............................ -- -- 2,612,584 7,231,853
Former Senior Vice President & General 1,273,125 233,480(NGH)(10) -- 16,500
Counsel
</TABLE>
- ------------------------
(1) None of Messrs. Kilts, Lenny nor Rosoff were employed by the Company or
Nabisco prior to 1998. The amounts disclosed for Mr. Rosoff in 1998 reflect
the period of that year during which he was employed by the Company.
(2) In lieu of paying Mr. Kilts a bonus for 1999, the Nabisco Board of Directors
approved an arrangement under which Nabisco entered into a split-dollar life
insurance agreement with Mr. Kilts. The amount of Mr. Kilts' forgone bonus
for 1999 was $1,141,000. The bonus amounts shown for 1999 for
Messrs. Lenny, Conant, Healey and Kirkman reflect annual cash bonus payments
that were based on Nabisco financial objectives and individual performance
objectives during 1999. The amounts shown for Messrs. Lenny, Conant, Healey
and Kirkman also include a Nabisco retention bonus ($240,833 for Mr. Lenny,
$192,500 for Mr. Conant, $173,333 for Mr. Healey and $136,917 for
Mr. Kirkman) paid under the Nabisco 1998 Retention Program, which was
terminated on June 30, 1999 and replaced with the Nabisco 1999 Retention
Program. As part of the Nabisco 1999 Retention Program, one-third of
11
<PAGE>
the projected 1998 award was paid out by Nabisco in January 2000 in respect
of 1999. The 1999 bonuses for Messrs. Goldstone, Rickard and Rosoff were
paid by the Company at 150% of the targeted amount.
(3) The 1999 amount shown in the table for Mr. Kilts includes $5,335,938 which
represents 125,000 Nabisco contingent performance shares. Such grant to Mr.
Kilts has a three-year term and the shares will vest only if Mr. Kilts
remains employed through December 31, 2001 and the Nabisco stock price
averages at least $57.00 for any consecutive 30-day period before
December 31, 2001. The award may be paid either in Nabisco Class A Common
Stock or cash. The balance of the 1999 amount for Mr. Kilts and the 1999
amounts shown in the table for Messrs. Lenny, Conant, Healey and Kirkman
represent Nabisco restricted stock unit grants made in respect of the 1999
fiscal year under the Nabisco LTIP. These grants will vest in generally
equal installments beginning three years after grant, subject to continued
employment, and are payable in either shares of Nabisco Class A Common Stock
or cash. The 1998 amounts shown in the table for Messrs. Kilts and Lenny
represent Nabisco restricted stock grants made in respect of the 1998 fiscal
year under the Nabisco LTIP. The 1998 amount shown in the table for Mr.
Conant represents a portion of his 1998 annual bonus that was paid to him in
1999 in the form of approximately 415.435 Nabisco restricted stock units
that are scheduled to vest on December 31, 2000. NGH refers to shares of
Common Stock or related units; NA refers to shares of Nabisco Class A Common
Stock or related units.
As of December 31, 1999, the value of the aggregate number of shares of
Common Stock or Nabisco Class A Common Stock, as the case may be, equal to
the number of units and/or performance shares and/or restricted shares held
by the named executive officers are as follows: Mr. Goldstone (501,725 NGH
units/shares), $5,330,828; Mr. Kilts (235,000 NA units/shares), $7,431,875;
Mr. Lenny (27,500 NA units), $869,688; Mr. Conant (37,415.435 NA units),
$1,183,263; Mr. Healey (10,000 NA units), $316,250; and Mr. Kirkman (19,500
NA units), $616,688. Neither Mr. Rickard nor Mr. Rosoff held any units or
performance shares at fiscal year end. The 1999 grants may vest earlier than
the date shown in certain circumstances. Dividends will be paid on the
grants, other than grants of contingent performance shares, to the same
extent as for unrestricted shares of Common Stock or Nabisco Class A Common
Stock, as appropriate.
(4) The grants shown in the table reflect the number of shares subject to
options to purchase Common Stock or Nabisco Class A Common Stock granted to
the named executive officers under the NGH LTIP and the Nabisco LTIP,
respectively.
(5) In connection with Messrs. Goldstone's, Rickard's and Rosoff's terminations
of employment, their PARs and related performance notes were paid out.
(6) The amounts shown in the table for 1999 reflect Company or Nabisco's
contributions made on behalf of the named individuals under the Company's or
Nabisco's qualified and non-qualified defined contribution plans as follows:
<TABLE>
<CAPTION>
COMPANY MATCHING
CONTRIBUTION COMPANY CONTRIBUTION
NAME (QUALIFIED PLAN) (NON-QUALIFIED PLAN)
- --------------------------------------------------- ------------------- ---------------------
<S> <C> <C>
Mr. Goldstone...................................... $ 4,800 $ 91,200
Mr. Kilts.......................................... 3,900 22,200
Mr. Lenny.......................................... 4,800 13,475
Mr. Conant......................................... 4,800 13,595
Mr. Healey......................................... 4,800 11,280
Mr. Kirkman........................................ 4,800 3,900
Mr. Rickard........................................ 4,800 106,986
Mr. Rosoff......................................... 4,800 103,337
</TABLE>
12
<PAGE>
The amount shown in the table for Mr. Goldstone for 1999 also includes
$73,400, which was the 1999 premium for the insurance policy referred to in
footnote (7), $3,000,000, which was a special bonus relating to the
Distribution, $325,087 reflecting Company contributions for 2000 for the
Company's qualified and non-qualified plans, an aggregate of $7,932,654 in
severance payments and a $6,400 payment relating to foregone health
insurance, all relating to Mr. Goldstone's termination of services as the
Company's Chief Executive Officer, and does not reflect the funding or
payment of his retirement benefits (See "--Retirement Plans" and
"--Agreements with Certain Officers", below). The amount shown in the table
for Mr. Kilts for 1999 also includes $20,110, which was the 1999 premium for
the insurance policy referred to in footnote (8). The amount shown in the
table for Mr. Rickard includes an aggregate of $3,890,007 in severance
payments and a $6,400 payment relating to foregone health insurance, all
relating to Mr. Rickard's termination of employment. The amount shown in the
table for Mr. Rosoff includes an aggregate of $4,057,316 in severance
payments and a $6,400 payment relating to foregone health insurance, all
relating to Mr. Rosoff's termination of employment. The amounts shown in the
table for Messrs. Rickard and Rosoff also include a completion bonus
($522,750 for Mr. Rickard and $510,000 for Mr. Rosoff) in connection with
the Distribution and a retention bonus ($2,614,000 for Mr. Rickard and
$2,550,000 for Mr. Rosoff) under the Company's 1998 Retention Program, and
do not reflect payment of their qualified and non-qualified retirement
benefits. (See "--Retirement Plans" and "--Agreements with Certain
Officers", below).
(7) Most of the amount shown in the table for Mr. Goldstone for 1999 represents
amounts reimbursed by the Company to Mr. Goldstone for certain income tax
liabilities related to the funding of his retirement benefits (described
under "Retirement Plans") and to his life insurance policy. The amount shown
in the table also reflects amounts attributable to Mr. Goldstone's
participation in the Company's executive perquisite program, which provides
him with supplemental insurance, a leased automobile and an annual allowance
($61,750) which may be used to reimburse miscellaneous expenses and, to the
extent not so used, is paid to him in cash. The supplemental insurance
consists of medical, dental, business travel accident and, to the extent
elected, life, automobile and personal liability insurance.
(8) The amount shown in the table for Mr. Kilts for 1999 includes amounts
reimbursed to Mr. Kilts by Nabisco for certain income tax liabilities
related to his life insurance policy. The amounts shown in the table for
Messrs. Kilts, Lenny, Conant, Healey and Kirkman also reflect amounts
attributable to their participation in the executive perquisite program,
which provides each of them with supplemental insurance, a leased automobile
and an annual allowance ($54,750 for Mr. Kilts, $47,500 for Mr. Lenny,
$40,000 for Mr. Conant, $40,000 for Mr. Healey and $40,000 for Mr. Kirkman)
which may be used to reimburse miscellaneous expenses and, to the extent not
so used, is paid in cash. The supplemental insurance consists of medical,
dental, business travel accident and, to the extent elected, life,
automobile and personal liability insurance.
(9) The amounts shown in the table for Messrs. Rickard and Rosoff for 1999
include amounts attributable to their participation in the Company's
executive perquisite program, which provides them with supplemental
insurance, a leased automobile and an annual allowance ($47,500 for
Mr. Rickard and $47,500 for Mr. Rosoff) which may be used to reimburse
miscellaneous expenses and, to the extent not so used, is paid in cash. The
supplemental insurance consists of medical, dental, business travel accident
and, to the extent elected, life, automobile and personal liability
insurance.
(10) Reflects equitable adjustment of NGH options in the Distribution noted
above.
LONG-TERM INCENTIVE COMPENSATION
The Company maintains the NGH LTIP to provide executives with long-term
performance-based incentive compensation. Nabisco maintains the Nabisco LTIP to
provide executives with long-term
13
<PAGE>
performance-based incentive compensation. The following table identifies the
grants of stock options granted under the NGH LTIP to named executive officers
in 1999. For Messrs. Goldstone, Kilts, Lenny, Conant, Healey and Kirkman, the
table includes options to purchase shares of Nabisco Class A Common Stock
granted in 1999 pursuant to the Nabisco LTIP. All of the stock options
identified on the following table have exercise prices equal to the per-share
fair market value of the covered securities on the date of grant.
OPTION GRANTS IN FISCAL YEAR (1999)
<TABLE>
<CAPTION>
PERCENT OF TOTAL
NO. OF SECURITIES OPTIONS EXERCISE GRANT DATE
UNDERLYING OPTIONS GRANTED TO EMPLOYEES PRICE PRESENT VALUE
NAME GRANTED (#)(1)(2) IN FISCAL YEAR (3) ($/SHARE) EXPIRATION DATE (4)
- --------------------- ------------------ --------------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Mr. Goldstone........ 1,059,876(NGH) 35.51% $ 17.949 1/15/09 $ 6,073,089
100,000(NA) 2.78% 39.938 1/15/09 1,305,000
Mr. Kilts............ 500,000(NGH) 16.75% 20.125 7/14/09 3,215,000
400,000(NA) 11.12% 42.813 2/10/09 5,596,000
Mr. Lenny............ 200,000(NGH) 6.70% 20.125 7/14/09 1,286,000
110,000(NA) 3.06% 42.813 2/10/09 1,538,900
Mr. Conant........... 175,000(NGH) 5.86% 20.125 7/14/09 1,125,250
65,000(NA) 1.81% 42.813 2/10/09 909,350
Mr. Healey........... 150,000(NGH) 5.03% 20.125 7/14/09 964,500
65,000(NA) 1.81% 42.813 2/10/09 909,350
Mr. Kirkman.......... 100,000(NGH) 3.35% 20.125 7/14/09 643,000
50,000(NA) 1.39% 42.813 2/10/09 699,500
Mr. Rickard.......... -- -- -- -- --
Mr. Rosoff........... -- -- -- -- --
</TABLE>
- ------------------------
(1) NGH refers to options to purchase shares of Common Stock granted pursuant to
the NGH LTIP. The NGH stock option grants to Messrs. Kilts, Lenny, Conant,
Healey and Kirkman become vested and exercisable over three years in
accordance with the following schedule: 33% on each of the first and second
anniversaries of the date of grant and 34% on the third anniversary of the
date of grant. All of the stock options have 10 year terms, but are subject
to earlier cancellation in certain circumstances. Mr. Goldstone's NGH
options are vested and have been equitably adjusted to reflect the
Distribution.
(2) NA refers to options to purchase shares of Nabisco Class A Common Stock
granted pursuant to the Nabisco LTIP. The NA stock options vest over three
years in accordance with the following schedule: 33% on each of the first
and second January 1 following the date of grant and 34% on the third
January 1 following the date of grant, but may not be exercised until the
third anniversary of the date of grant. The stock options have a term of
10 years from the date of grant, but are subject to earlier cancellation in
certain circumstances.
(3) The percentages shown in this column represent the percentage of all options
to purchase Common Stock and Nabisco Class A Common Stock granted in 1999
under the NGH LTIP and the Nabisco LTIP, respectively.
(4) The grant date present values shown in the table were determined pursuant to
the Black-Scholes option valuation model (a widely used stock option
valuation methodology), using the following assumptions. For NGH options:
stock price volatility factor of .2830; dividend yield of 1.81%; interest
rate of 4.62%; and a seven-year term. For NA options: stock price volatility
factor of .2830; dividend yield of 1.65%; interest rate of 4.62%; and a
seven year-term. There were no adjustments made for non-transferability or
risk of forfeiture. The actual value, if any, that an executive officer may
realize
14
<PAGE>
from his or her stock options (assuming that they are exercised) will depend
solely on any gain in stock price over the exercise price when the shares
are sold.
Certain options granted in prior years to Mr. Goldstone under the NGH LTIP
were conditioned on the purchase by him of Common Stock. In connection with the
purchase of Common Stock under the NGH LTIP, he was permitted to borrow on a
secured basis from the Company the purchase price for the shares of the
purchased stock, plus an additional amount to pay taxes, if any, due on any
taxable income recognized in connection with such purchases. For Mr. Goldstone,
the annual interest rate was 6.26% (the applicable federal rate for long-term
loans as of December 1995). The indebtedness, plus accrued interest, was repaid
by Mr. Goldstone in 2000. The largest aggregate amount of Mr. Goldstone's
outstanding indebtedness to the Company in 1999 was $642,671. During 1996,
Nabisco permitted Mr. Goldstone to purchase Nabisco Class A Common Stock from
Nabisco's predecessor at a price equal to the fair market value of such stock on
the date of purchase. In connection with the purchase, Mr. Goldstone was
permitted to borrow on a secured basis from Nabisco's predecessor the purchase
price for the shares of the purchased stock. The current annual interest rate
was set at 6.72%, the then applicable federal rate for long-term loans. The
indebtedness, plus accrued interest and taxes, must be repaid upon the earlier
of sale of the shares or termination of plan participation. As of March 31,
2000, Mr. Goldstone's outstanding indebtedness to Nabisco in connection with his
loan was $635,565.
The following table provides information relating to the number and value of
shares of Common Stock and Nabisco Class A Common Stock subject to options held
by the named executive officers as of December 31, 1999. There were no stock
option exercises during 1999 by any of the named individuals.
15
<PAGE>
AGGREGATED OPTION VALUES AT
FISCAL YEAR-END (12/31/99)
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED,
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS HELD AT
FY-END(#)(1)(2) FY-END($)(3)
------------------------------------ -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mr. Goldstone.................. 3,021,323(NGH)(4) -- -- --
460,000(NA) -- -- --
Mr. Kilts...................... 128,407(NGH)(4) 760,704(NGH) -- --
-- 815,000(NA) -- --
Mr. Lenny...................... -- 200,000(NGH) -- --
-- 170,000(NA) -- --
Mr. Conant..................... -- 175,000(NGH) -- --
149,852(NA) 190,000(NA) $282,247 --
Mr. Healey..................... -- 150,000(NGH) -- --
-- 165,000(NA) -- --
Mr. Kirkman.................... -- 100,000(NGH) -- --
142,097(NA) 130,000(NA) $384,981 --
Mr. Rickard.................... 388,993(NGH)(4) -- -- --
Mr. Rosoff..................... 233,480(NGH)(4) -- -- --
</TABLE>
- ------------------------
(1) Some of the unexercisable stock options are vested but not exercisable.
(2) NGH refers to shares of Common Stock; NA refers to shares of Nabisco
Class A Common Stock.
(3) Calculated based on the excess of the fair market value on December 31, 1999
of Common Stock ($10.625) or Nabisco Class A Common Stock ($31.625), as
appropriate, over the option exercise price.
(4) The NGH options held by Messrs. Goldstone, Kilts, Rickard and Rosoff have
been equitably adjusted to reflect the Distribution.
The regular annual 1999 long-term incentive grants for Messrs. Rickard and
Rosoff were made in the form of PARs which are appreciation rights on
performance notes (phantom units whose value may fluctuate up and down based on
attainment of financial performance objectives that are derived from the
Company's or an operating company's long-term strategic plan). PARs granted to
Messrs. Rickard and Rosoff were a combination of appreciation rights on Nabisco
performance notes (10%), RJRT Company performance notes (45%), and R.J. Reynolds
International performance notes (45%). The PARs had an initial value of $39 for
Nabisco performance notes, $29 for RJRT performance notes and $29 for
R.J. Reynolds International performance notes. Upon a change of control or a
spin-off (as defined below), the PARs will have a value based on the value of
the related performance notes on the date immediately prior to the change of
control or the spin-off.
The following table sets forth the PARs that were granted to the named
executive officers in 1999. Because the future value of PARs will depend solely
on Company (or operating company) performance, there is no minimum or maximum
payout amount. The values of the 1999 PARs as paid out are included in the
footnote to the table.
16
<PAGE>
LONG TERM INCENTIVE PLAN
AWARDS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
AWARDS
----------------------------------------------
PERFORMANCE OR
NO. OF PERFORMANCE OTHER PERIOD UNTIL
NAME APPRECIATION RIGHTS (1) MATURATION OR PAYOUT
- ---- ----------------------- --------------------
PERFORMANCE APPRECIATION RIGHTS
----------------------------------------------
<S> <C> <C>
Mr. Goldstone.......................... -- --
Mr. Kilts.............................. -- --
Mr. Lenny.............................. -- --
Mr. Conant............................. -- --
Mr. Healey............................. -- --
Mr. Kirkman............................ -- --
Mr. Rickard............................ 357,000 --
Mr. Rosoff............................. 357,000 --
</TABLE>
- ------------------------
(1) Upon termination of employment, Messrs. Rickard and Rosoff each received
payment of $1,751,531 in respect of the PARs.
RETIREMENT PLANS
The named executive officers participate in qualified and non-qualified
noncontributory defined benefit retirement plans maintained by Nabisco.
Mr. Goldstone also participates in a Supplemental Executive Retirement Plan
(the "SERP") maintained by the Company. Benefits under the SERP are payable only
after certain terminations. The following table shows the estimated annual
benefits payable upon retirement under the SERP, as described in the preceding
paragraph. The retirement benefits shown are computed prior to being offset for
Social Security and are based upon retirement at age 60 and the payment of a
single-life annuity to the employee.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS
AVERAGE FINAL COMPENSATION WITH 20 OR MORE YEARS OF SERVICE
- -------------------------- ------------------------------------
<S> <C>
$ 900,000..................................... $ 450,000
1,000,000.................................... 500,000
1,200,000.................................... 600,000
1,600,000.................................... 800,000
2,000,000.................................... 1,000,000
2,400,000.................................... 1,200,000
2,800,000.................................... 1,400,000
3,200,000.................................... 1,600,000
3,600,000.................................... 1,800,000
</TABLE>
For purposes of determining retirement benefits under the table above,
"Average Final Compensation" consists of the annualized sum of base salary,
bonus in the year earned and pre-tax contributions to plans maintained under
section 401(k) and 125 of the Code, and is determined by considering the 36
consecutive months that yield the highest average compensation during the
participant's last 60 months of service. If the participant has fewer than
36 months of service, all months are considered. Average Final Compensation as
of December 31, 1999 was $3,066,994 for Mr. Goldstone. Mr. Goldstone will be
deemed to have more than 20 years of credited service at age 60 (giving effect
to individual arrangements).
The Company has purchased annuity contracts to provide retirement benefits
under the SERP for Mr. Goldstone. The annuity contracts cover Mr. Goldstone's
after-tax vested benefits, reduced by his vested benefit under the Company's
qualified pension plan. In 1999 and 2000, the Company purchased
17
<PAGE>
annuity contracts to cover the retirement benefits accrued in 1998 and 1999 for
Mr. Goldstone. The value of the annuity contracts was delivered to
Mr. Goldstone early in 2000 after his termination.
Retirement benefits for Messrs. Kilts, Lenny, Conant, Healey, Rickard and
Rosoff are determined by the formula under a non-contributory qualified defined
benefit plan maintained by Nabisco that has no Social Security offset. The
following table shows the estimated annual single life annuity payable at age 65
under the plan:
ESTIMATED ANNUAL RETIREMENT BENEFITS
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------------
AVERAGE FINAL COMPENSATION 10 15 20 25 30 35 40
- -------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 300,000.................... 50,938 70,153 87,736 102,236 113,474 121,630 128,155
500,000.................... 85,736 117,999 147,544 171,832 190,682 204,275 215,149
700,000.................... 120,534 165,846 207,353 241,427 267,889 286,919 302,143
900,000.................... 155,332 213,693 267,161 311,023 345,097 369,564 389,138
1,100,000.................... 190,129 261,540 326,970 380,618 422,304 452,209 476,132
1,300,000.................... 224,927 309,387 386,779 450,214 499,512 534,853 563,126
1,500,000.................... 259,725 357,234 446,587 519,809 576,719 617,498 650,121
1,700,000.................... 294,523 405,081 506,396 589,405 653,927 700,143 737,115
1,900,000.................... 329,320 452,928 566,205 659,000 731,134 782,787 824,110
2,100,000.................... 364,118 500,775 626,013 728,595 808,342 865,432 911,104
2,300,000.................... 398,916 548,621 685,822 798,191 885,549 948,076 998,098
</TABLE>
For plan purposes, compensation includes base salary, annual bonus (in the
year earned) and certain other payments. "Average Final Compensation" under the
plan is determined by considering the 36 consecutive months that yield the
highest average annual compensation during the participant's last 60 months of
service. If the participant has fewer than 36 months of service, all months are
considered. Average Final Compensation as of December 31, 1999 was: for
Mr. Kilts $1,855,542; for Mr. Lenny $823,480; for Mr. Conant $606,333; for
Mr. Healey $594,552; for Mr. Rickard (as of termination date) $1,171,562 and for
Mr. Rosoff (as of termination date) $1,125,358. Except as noted, estimated years
of credited service (rounded to the nearest year) at age 65 was for Mr. Kilts
15 years; for Mr. Lenny 19 years; for Mr. Conant 24 years; for Mr. Healey
9 years; for Mr. Rickard 5 years (as of termination date) and for
Mr. Rosoff 15 years (as of termination date) (in each case giving effect to
Messrs. Rickard's and Rosoff's individual arrangements). In connection with
Mr. Rickard's and Mr. Rosoff's terminations of employment, they received lump
sum payments of $782,976 and $2,494,802, respectively.
Retirement benefits for Mr. Kirkman are determined by a grandfathered
formula under a non-contributory qualified defined benefit plan maintained by
Nabisco. The following table shows the estimated annual single annuity payable
at age 65 under the grandfathered formula prior to being offset for Social
Security.
18
<PAGE>
ESTIMATED ANNUAL RETIREMENT BENEFITS
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------
35
AVERAGE FINAL COMPENSATION 30 OR MORE
- -------------------------- -------- --------
<S> <C> <C>
$300,000................................................. 131,250 150,000
400,000................................................. 175,000 200,000
500,000................................................. 218,750 250,000
600,000................................................. 262,500 300,000
</TABLE>
For plan purposes, compensation includes base salary, annual bonus (in the
year earned) and certain other payments. "Average Final Compensation" under the
plan is determined by considering the 60 consecutive months that yield the
highest average annual compensation during the participant's last 120 months of
service. If the participant has fewer than 60 months of service, all months are
considered. Average Final Compensation as of December 31, 1999 was $472,914 for
Mr. Kirkman. Estimated years of credited service (rounded to the nearest year)
at age 65 for Mr. Kirkman were 37 years.
AGREEMENTS WITH CERTAIN OFFICERS
The Company and Nabisco were parties to an employment agreement with
Mr. Goldstone pursuant to which Mr. Goldstone served as Chairman, Chief
Executive Officer and President of the Company and Nabisco. As noted below, this
employment agreement has been superseded and revoked by an agreement entered
into in connection with Mr. Goldstone's termination of service as Chief
Executive Officer and President and pursuant to which Mr. Goldstone agreed to
continue to serve as Chairman of the Board and of the Nabisco Board of
Directors. Pursuant to his employment agreement, Mr. Goldstone was entitled to
an annual base salary of at least $1.25 million per year and an annual target
bonus opportunity of 100% of his base salary. For 1999, Mr. Goldstone earned an
annual bonus equal to 150% of his target amount. The employment agreement
provided that Mr. Goldstone is eligible for retiree medical coverage, for which
purpose he is deemed to be at least age 55 with the maximum creditable years of
service. The employment agreement also provided that Mr. Goldstone would
participate in the SERP, credited with 13.5 years of service in addition to his
actual service with Nabisco in order to address retirement benefits foregone
from Mr. Goldstone's prior employer. Mr. Goldstone's after-tax benefit under the
SERP was required to be funded on a current basis, with Mr. Goldstone reimbursed
for taxes incurred as a result of funding this arrangement. Under the employment
agreement, Mr. Goldstone was provided with life insurance, on a tax-reimbursed
basis, with a face amount of $3 million.
Because Mr. Goldstone's employment terminated during the 24-month period
following a spin-off of one of the Company's major business units (a
"Spin-off"), which occurred upon the Distribution, the employment agreement
provided for severance benefits as well as compensation and benefits consistent
with the provisions applicable under the Company's retention program (the
"Retention Program") applicable to corporate headquarters employees and certain
other key employees. Accordingly, Mr. Goldstone will receive retirement credits,
welfare benefits and certain perquisites (collectively, "Continued Benefits")
for the three-year period following termination of employment. Mr. Goldstone
also received a lump sum severance benefit equal to three times the sum of his
base salary and target annual bonus at termination. Mr. Goldstone also was
reimbursed for unused vacation and his SERP benefit was fully funded and
delivered to him on an after-tax basis. Upon a change of control, all of
Mr. Goldstone's outstanding stock options under the LTIP and a predecessor plan
(all of which vested upon Mr. Goldstone's termination of service as Chief
Executive Officer) will be cashed-out at the higher of the difference between
the option price and the market price or the value of the options using a
specified Black-Scholes methodology. If a "parachute" excise tax is imposed on
any payments to Mr. Goldstone, he will be entitled to tax reimbursement
payments.
19
<PAGE>
In connection with Mr. Goldstone's termination of service as Chief Executive
Officer, the Company and Mr. Goldstone entered into an agreement which
implemented Mr. Goldstone's employment agreement, confirmed Mr. Goldstone's
benefits under such agreement and as set forth in the Summary Compensation
Table, and released the Company from liability in connection with such
termination. The Company and Mr. Goldstone also entered into an agreement
revoking Mr. Goldstone's employment agreement and providing that Mr. Goldstone
will serve as Chairman of the Board and of the Nabisco Board of Directors. While
serving as Chairman of both Boards of Directors, Mr. Goldstone will receive an
annual fee of $1,250,000 in lieu of any other compensation or benefits. The
agreement also provides for tax-reimbursement payments in connection with
Mr. Goldstone's use of Company facilities.
On November 20, 1997, Nabisco and Nabisco, Inc. entered into an employment
agreement with Mr. Kilts pursuant to which Mr. Kilts agreed to serve as
President and Chief Executive Officer of Nabisco and as a member of the Board of
Directors of Nabisco and Nabisco, Inc., all as of January 1, 1998. Pursuant to
the employment agreement, Mr. Kilts is entitled to receive an annual base salary
of at least $900,000 per year and is eligible for an annual target bonus
opportunity of at least 85% of his base salary for the relevant year. Upon his
completion of five years of active service (or earlier involuntary termination
of employment), Mr. Kilts is entitled to a minimum annual pension of $200,000
(payable as a single life annuity beginning at age 60). Under the employment
agreement, Nabisco also provides Mr. Kilts with life insurance, on a
tax-reimbursed basis, with a face amount of $1 million and will provide
Mr. Kilts with retiree medical coverage (with a minimum of 10 years credited
service) upon his retirement or after age 55.
The employment agreement provides that if Mr. Kilts' employment is
terminated without "cause" or if Mr. Kilts terminates his employment for "good
reason", then he will receive two times his annual salary and annual target
bonus opportunity payable over three years and continued benefits for the same
period during which time he is obligated to provide certain consulting services
to Nabisco. If the termination is following a change of control of Nabisco (as
defined in the employment agreement), the compensation will be paid in a
discounted lump-sum based on three times his annual salary and target bonus
opportunity as in effect immediately prior to such termination or, if higher,
immediately prior to the change of control. "Cause" includes criminal
dishonesty, misconduct materially damaging to Nabisco, Nabisco, Inc. or the
Company, or deliberate and continuing willful refusal by Mr. Kilts to perform
his duties. "Good reason" includes a reduction in Mr. Kilts' responsibilities, a
reduction in his salary and annual target bonus opportunity, relocation, or a
change of control or divestiture of Nabisco by the Company following which the
Chairman of Nabisco is anyone other than the Chairman of the Company. If a
"parachute" excise tax is imposed on any payments to Mr. Kilts, he will be
entitled to tax reimbursement payments.
Messrs. Lenny, Conant, Healey and Kirkman have entered into employment
agreements with Nabisco which, in each case, provide that if the executive's
employment is involuntarily terminated other than for "cause" or if the
executive terminates his employment for "good reason", he will receive two years
base salary plus bonus, payable over three years, and benefit continuation for
three years. "Cause" includes criminal dishonesty, deliberate misconduct, and
deliberate and continual refusal to perform employment duties or to act in
accordance with instructions of the Board. "Good reason" includes a substantial
reduction in the executive's responsibilities, a more than 20% reduction in the
executive's annual base salary and annual target bonus opportunity or
relocation. Compensation continuance is based on the highest annual rate of
salary in effect during the twelve months immediately prior to termination and
the current target incentive award opportunity for the calendar year in which
employment terminates. Compensation continuance is based on the highest annual
rate of salary in effect during the twelve months immediately prior to
termination and the current target incentive award opportunity for the calendar
year in which employment terminates or, if greater, the amount of such award for
the next preceding calendar year of full-time employment, for Mr. Kirkman.
20
<PAGE>
The Company and Nabisco were parties to an agreement with Mr. Rickard which
provided for certain benefits if, during the 24-month period following a
Spinoff, Mr. Rickard's employment were terminated by the Company without "cause"
or by Mr. Rickard for "good reason". The Distribution constituted a Spin-off
under Mr. Rickard's employment agreement. Upon his termination, Mr. Rickard
received a lump sum severance benefit of two times the sum of his annual salary
and annual target bonus opportunity. Mr. Rickard will also receive Continued
Benefits for the three-year period following his termination. In addition,
Mr. Rickard received lump sum payments of the present value of his non-qualified
and qualified retirement benefits, his flexible perquisites, his Retention
Program awards, his annual incentive awards and his PARs and performance notes.
Restrictions on his restricted stock lapsed upon Mr. Rickard's termination of
employment. Upon a change of control, all Mr. Rickard's outstanding stock
options under the LTIP and a predecessor plan (all of which became fully vested
on Mr. Rickard's termination) will be cashed-out at the higher of the difference
between the option price and the market price or the value of the options using
a specified Black-Scholes methodology. If a "parachute" excise tax is imposed on
any payments to Mr. Rickard, he will be entitled to tax reimbursement payments.
In connection with Mr. Rickard's termination of employment, the Company and
Mr. Rickard entered into an agreement which implemented Mr. Rickard's employment
agreement and confirmed Mr. Rickard's receipt of the benefits under such
agreement, the Retention Program and the severance and bonus payments noted in
the Summary Compensation Table, and under which Mr. Rickard released the Company
from liability in connection with such termination.
The Company and Nabisco were parties to an employment agreement with
Mr. Rosoff, pursuant to which Mr. Rosoff was entitled to an annual base salary
of at least $600,000 per year and an annual target bonus opportunity of 70% of
his base salary. For 1999, Mr. Rosoff earned an annual bonus equal to 150% of
his target amount. His employment agreement also provided that, for pension
calculation purposes, Mr. Rosoff would be credited with ten years of additional
service in addition to his actual service with Nabisco in order to address
retirement benefits foregone from Mr. Rosoff's prior employer. The employment
agreement also provided certain benefits if Mr. Rosoff's employment terminated
without "cause" or for "good reason". Upon Mr. Rosoff's termination, he received
a lump sum severance benefit of two times the sum of his annual salary and
annual target bonus opportunity. Mr. Rosoff will also receive Continued Benefits
for the three-year period following his termination. In addition, Mr. Rosoff
received lump sum payments of his non-qualified and qualified retirement
benefits, his flexible perquisites, his Retention Program awards, his annual
incentive awards and his PARs and performance notes. Restrictions on his
restricted stock lapsed upon Mr. Rosoff's termination of employment. Upon a
change of control, all Mr. Rosoff's outstanding stock options under the LTIP and
a predecessor plan (all of which became fully exercisable on Mr. Rosoff's
termination), will be cashed-out at the higher of the difference between the
option price and the market price or the value of the options using a specified
Black-Scholes methodology. If a "parachute" excise tax is imposed on any
payments to Mr. Rosoff, he will be entitled to tax reimbursement payments.
In connection with Mr. Rosoff's termination of employment, the Company and
Mr. Rosoff entered into an agreement which implemented Mr. Rosoff's employment
agreement, confirmed Mr. Rosoff's receipt of the benefits under such agreement,
the Retention Program and the severance and bonus payments noted in the Summary
Compensation Table, and under which Mr. Rosoff also released the Company from
liability in connection with such termination.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company or its subsidiaries ("Outside
Directors") receive an annual retainer fee of $50,000 per year, plus attendance
fees of $1,500 for each meeting, including certain designated days during which
the Board (or a committee of the Board) conducts Company business. In addition,
Outside Directors who are committee members receive committee attendance fees of
$1,500 for each meeting and committee chairs each receive a $5,000 annual
retainer. The Company offers Outside
21
<PAGE>
Directors life insurance having a death benefit of up to $100,000, participation
in a charitable giving program (pursuant to which directors with at least three
years of service may direct that up to $1 million be contributed to eligible
charitable institutions following the director's death), a matching grants
program and supplemental insurance programs. Each Outside Director, upon
becoming a director, is granted an option pursuant to a stock option plan to
purchase 6,000 shares of Common Stock. The options have an exercise price equal
to the fair market value of the Common Stock on the date of grant. They cannot
be exercised for six months following the date of grant but, thereafter, are
exercisable for ten years from the date of grant. In addition, an Outside
Director receives an annual grant of stock options which is made on the date of
the director's election or re-election to the Board determined pursuant to a
formula set forth in the applicable plan. In 1999, each eligible director as of
the May 1999 annual meeting received an annual stock option to purchase 1,500
shares of Common Stock at an exercise price of $27.483 (the fair market price of
Common Stock on the date of grant). These options have been equitably adjusted
to reflect the Distribution. The annually granted stock options have a ten year
term and vest over three years (33% on the first and second anniversaries of the
date of grant and 34% on the third anniversary). In addition, in lieu of an
annual accrual under the Directors Retirement Plan (which was terminated in
1996), each Outside Director receives an annual grant of 1,000 common stock
units that are not paid until termination of the director's services. This stock
unit grant is made on the date of the director's election or re-election to the
Board.
No compensation is paid to directors who are employees of the Company or its
subsidiaries in their capacity as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of General Chain,
Mr. Clendenin and Ms. Ridgway. There are no Compensation Committee interlocks or
insider participation.
22
<PAGE>
PERFORMANCE GRAPH
RJR NABISCO HOLDINGS CORP./NABISCO GROUP HOLDINGS CORP.
CUMULATIVE TOTAL RETURNS -- RN/NGH STOCK, S&P500 INDEX, S&P FOOD INDEX
12/29/95 = 100
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
RN/NGH SP500 SPFOOD
<S> <C> <C> <C>
12/29/95 100 100 100
3/31/96 100 105 102
6/30/96 106 110 104
9/30/96 89 113 114
12/31/96 117 123 119
3/31/97 113 126 128
6/30/97 118 148 145
9/30/97 124 159 151
12/31/97 138 164 170
3/31/98 117 187 181
6/30/98 90 193 182
9/30/98 98 174 160
12/31/98 117 211 183
3/31/99 101 221 158
6/30/99 120 237 165
9/30/99 93 222 154
12/31/99 67 255 144
</TABLE>
- ------------------------
1 On June 14, 1999, RN, the predecessor to the Company, distributed all the
common stock of its subsidiary, RJRT, to its stockholders, as a dividend, on
the basis of 1 RJRT share for every 3 shares of RN common stock a
stockholder owned. For purposes of this Graph, the RJRT shares distributed
were deemed reinvested in Company Common Stock on June 15, 1999. The value
of the distributed RJRT shares is based on RJRT's $32 7/16 closing price on
June 15, 1999.
2 Total returns assume $100 invested on December 29, 1995 in common stock of
RJR Nabisco Holdings Corp. ("RN") (the predecessor to the Company), the S&P
500 Index, and the S&P Food Index with reinvestment of dividends.
RN=12/29/95-6/14/99, NGH=6/15/99-12/31/99.
The graph above reflects the Company's exit from the tobacco business as a
result of the Distribution, and the Company's current business, which is the
food business conducted by Nabisco and its subsidiaries. The graph below, as
required by SEC regulations, reflects performance for the period noted presented
on the basis of the performance graph contained in last year's proxy statement.
23
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
RN/NGH COMMON STOCK S&P FOOD/TOBACCO S&P 500
<S> <C> <C> <C>
12/30/94 100 100 100
3/31/95 107 110 110
102 123 120
9/29/95 121 134 130
12/29/95 116 147 137
3/29/96 116 145 145
123 164 151
9/30/96 103 154 156
12/31/96 136 183 169
3/31/97 131 189 173
137 217 204
9/30/97 144 213 219
12/31/97 160 236 225
3/31/98 136 229 257
105 222 265
9/30/98 114 238 239
12/31/98 136 277 289
3/31/99 117 204 304
140 228 325
9/30/99 108 203 305
12/31/99 77 158 350
</TABLE>
1. The S&P Food/Tobacco Index is a weighted average of the separate S&P Food
and Tobacco indices based on the 1999 proxy assumptions of 66% of Company
operating income from tobacco operations and 34% of Company operating income
from food operations throughout the indicated time periods.
2. Total returns assume $100 invested on December 31, 1994 in RN (the
predecessor to the Company), the S&P 500 Index and the S&P Food/Tobacco
Index with reinvestment of dividends.
COMPENSATION COMMITTEE REPORT
This report to the stockholders by the Compensation Committee (the
"Committee") of the Board reflects the executive compensation policies and
practices of the Company and its subsidiaries during 1999. The Committee is
responsible for executive compensation and oversees the administration of the
Company's executive compensation programs and plans. The Committee reports
regularly to the Board, and the Board is periodically asked to ratify Committee
actions. During 1999, the Committee consisted of Directors who were not
employees of the Company or any of its subsidiaries, and who, therefore, were
not eligible to participate in any of the Company's executive compensation
programs or plans. During 1999, the Compensation Committee of the Nabisco Board
of Directors (the "Nabisco Committee") determined the compensation of
Messrs. Kilts, Lenny, Conant, Healey and Kirkman.
EXECUTIVE COMPENSATION PRINCIPLES AND POLICIES
In determining the amounts, composition, and terms and conditions of the
compensation for executive officers of the Company, the Committee is guided by
two principles: (1) compensation opportunities must enable the Company to
attract and retain individuals with the high caliber of talent and skills
critical to the Company's success and (2) a substantial portion of each
executive officer's compensation must be tied to quantifiable measures of the
Company's financial results from operations and/or stock price performance.
These principles are reflected in the actions discussed below relating to
salaries, annual incentives and long-term incentives.
As noted in previous reports, federal tax law limits the ability of
publicly-traded companies to secure an income tax deduction for compensation
paid to certain highly compensated individuals. Although the Committee has taken
actions to limit the impact of this law, the Committee believes that the tax
deduction limitation should not be permitted to compromise the Company's ability
to design and maintain executive compensation agreements that will attract and
retain the executive talent required to compete successfully
24
<PAGE>
on a global basis. Accordingly, achieving the desired flexibility in the design
and delivery of compensation may occasionally result in some compensation that
is not deductible for federal income tax purposes.
MAJOR COMPENSATION COMPONENTS
The compensation program for executive officers is composed of annual
compensation, long-term compensation and benefits. In determining appropriate
compensation plans and levels, the Committee relies on independent outside
consultants who provide survey and other data regarding the compensation
practices of companies that are representative of the size and type of company
with which the Company competes in the marketplace for executive talent. This is
a broader and more diverse group of companies than used for the peer company
index in the Performance Graph mandated by the SEC which appears on page 23. The
base salary and targeted incentive compensation levels of the comparator
companies are used by the Committee in determining base salary and targeted
incentive compensation levels of executive officers of the Company, as described
below.
EXECUTIVE CHANGES
Mr. Kilts became Chief Executive Officer of the Company on December 30,
1999, the date Mr. Goldstone's employment terminated. Mr. Kilts is compensated
by Nabisco and Nabisco, Inc. Mr. Goldstone will continue to serve as Chairman of
the Board and of the Nabisco Board of Directors. Messrs. Lenny, Conant, Healey
and Kirkman are compensated by Nabisco and Nabisco, Inc. The employment of
Messrs. Rickard and Rosoff terminated on August 31, 1999 and October 15, 1999,
respectively.
ANNUAL COMPENSATION
The annual compensation for each of the named executive officers is composed
of salary and an annual target bonus opportunity. In general, executive officer
salaries are targeted to reflect the median of competitive practices, as
reflected in salary survey data used by the Committee for comparison purposes.
Annual compensation levels (salary plus annual target bonus opportunity) are
generally set at or between the median and the 75th percentile of the
compensation practices of comparator companies. Performance objectives for the
Company and its operating companies were established in early 1999.
A senior executive will receive an increase in salary and/or annual target
bonus opportunity only when performance warrants or the Committee determines
that either a change in the individual's responsibilities or market conditions
warrant such an action.
The bonus amounts shown in the summary compensation table were based on
performance ratings for the financial performance of the businesses for which
the individual is responsible or performs services. The measure of financial
performance for Messrs. Goldstone, Rickard and Rosoff was the Company's Cash Net
Income.
For Messrs. Kilts, Lenny, Conant, Healey and Kirkman, the actual bonus
earned for 1999 and shown in the Summary Compensation Table, was paid by
Nabisco, Inc., based principally on the attainment of financial performance
objectives by Nabisco and partly on individual performance. For
Messrs. Goldstone, Rickard and Rosoff, the actual bonus earned for 1999 and
shown in the Summary Compensation Table was 150% of target, and was based on the
Committee's anticipation that overall performance would exceed the
pre-determined goals.
LONG-TERM COMPENSATION
In determining the size of the regular long-term incentive grants, the
Committee targets between the median and the 75th percentile of combined
competitive stock options and other long-term incentive
25
<PAGE>
opportunities at comparator companies. In making such grants, the Committee does
not take into account whether an executive has exercised or continues to hold
previously granted stock options.
The Committee has historically relied on a mix of various forms of
stock-based grants and multi-year incentive opportunities to motivate executives
to maintain a longer-term perspective. In 1999, the Company's regular long-term
incentive grant to Mr. Goldstone was made in a combination of Company and
Nabisco stock options (as described below under Chief Executive Officer's
Compensation).
The regular 1999 grants for Messrs. Kilts, Lenny, Conant, Healey and Kirkman
were determined by the Nabisco Committee and were made in the form of Nabisco
stock options. In addition, in 1999 Messrs. Kilts, Lenny, Conant, Healey and
Kirkman received a special one-time grant of Company options to ensure they had
meaningful incentive opportunities linked to Company performance. These special
Company option grants are set forth in the Summary Compensation Table and Option
Grants Table. Also in 1999, Nabisco granted to Messrs. Kilts, Lenny, Conant,
Healey and Kirkman an extraordinary grant of Nabisco restricted stock units to
recognize their superior performance and Nabisco performance. These Nabisco
restricted stock unit grants are set forth in the Summary Compensation Table.
In addition, retention bonuses, computed based on base salary and targeted
bonus as determined by the Nabisco Committee, will be paid by Nabisco to each of
Messrs. Lenny, Conant, Healey and Kirkman if such executives do not terminate
employment with Nabisco prior to June 30, 2002. Mr. Kilts does not participate
in this program.
CHIEF EXECUTIVE OFFICERS' COMPENSATION
Mr. Goldstone's compensation for 1999 was determined by his performance and
by the terms of his employment agreement with the Company. The terms of
Mr. Goldstone's employment agreement are discussed in detail beginning on page
19.
Mr. Goldstone's contractual annual compensation, comprised of annual base
salary of $1,250,000 and an annual target bonus opportunity of 100% of his
annual base salary, was intended to be consistent with the Committee's targeted
annual compensation levels, which are generally set to reflect the 75th
percentile of the compensation practices of comparator companies. As in prior
years, Mr. Goldstone agreed to a reduction of his annual salary to $800,000 in
exchange for an increase in his annual target bonus opportunity to reflect the
reduction.
Mr. Goldstone's 1999 annual bonus award was based on a performance schedule
adopted by the Committee in early 1999 using the Company's annual cash net
income as the performance measure. Mr. Goldstone's 1999 cash bonus award also
reflects the Committee's assessment of his critical role in guiding the Company
through a difficult legal and political environment, while maintaining the
Company's focus on producing consistent and improving operating results,
specifically including the Company's 1999 cash net income performance.
As in prior years, Mr. Goldstone's 1999 long-term incentive grants were in a
combination of Common Stock incentives and Nabisco Class A Common Stock
incentives, in recognition of Mr. Goldstone's oversight role with respect to
Nabisco.
The Nabisco Committee set Mr Kilts' 1999 annual base salary at $900,000 and
1999 target annual bonus opportunity at 85% of base salary. Mr. Kilts' regular
1999 Nabisco stock option grant and targeted annual bonus were determined by the
Nabisco Committee in accordance with its practice. In lieu of paying Mr. Kilts a
bonus for 1999, Nabisco entered into a split-dollar life insurance agreement
with Mr. Kilts. The amount of Mr. Kilts' forgone bonus is set forth in footnote
number 2 to the Summary Compensation Table. The Nabisco Committee also awarded
Mr. Kilts 60,000 restricted stock units, which will vest in equal installments
beginning three years after grant, subject to his continued employment, and
125,000 contingent performance shares relating to Nabisco Class A Common Stock,
the vesting of which is contingent on his continued employment with Nabisco and
Nabisco stock price performance.
26
<PAGE>
SPECIAL BONUS AWARDS
In connection with their critical role in the Distribution and related
transactions, the Committee approved special bonuses in 1999 to certain
executive officers, including Messrs. Goldstone, Rickard and Rosoff. These
amounts are reflected in the Summary Compensation Table on page 11.
SUMMARY
The Committee believes that the Company's executive compensation program
must continually provide compensation potential of such significance that
individuals of exceptional talent and skills are motivated to join and remain
with the Company and to perform in an exceptional manner. By ensuring that such
persons are managing the Company's operations, the long-term interests of
stockholders will be best served. The actions taken by the Committee for 1999
were consistent with this focus and the principles outlined above.
John T. Chain, Jr. (Chairman)
John L. Clendenin
Rozanne L. Ridgway
27
<PAGE>
STOCKHOLDER PROPOSALS
A stockholder has submitted the proposal set forth below. The Company will
furnish, orally or in writing as requested, the name, address and claimed share
ownership position of the proponent of this proposal promptly upon written or
oral request directed to the Secretary of the Company. The following proposal
has been carefully considered by the Board, which has concluded that its
adoption would not be in the best interests of the Company or its stockholders.
For the reasons stated after the proposal and its supporting statement, the
Board recommends a vote AGAINST the proposal.
Proposals of stockholders intended to be included in the Company's 2001
Annual Meeting Proxy Statement must be received by the Secretary of the Company
no later than November 30, 2000 at the Company's principal executive offices:
Nabisco Group Holdings Corp., 7 Campus Drive, Parsippany, NJ 07054-0311. Other
stockholder proposals intended to be presented at the Company's 2001 Annual
Meeting but not in the Annual Meeting Proxy Statement, must be received in
writing at the same address, together with other required information as set
forth in the Company's By-Laws, between February 9, 2001 and March 10, 2001.
ITEM 3--FINANCIAL AND SOCIAL ACCOUNTABILITY
IN EXECUTIVE COMPENSATION
A stockholder has submitted the following proposal, which will be voted upon
at the Annual Meeting if presented by its proponent:
"We believe that both social and financial criteria should be factors in
fixing compensation packages for top corporate officers. Public scrutiny on
compensation is reaching a new intensity--not just for the Chief Executive
Officer, but for all executives. Too often, top executives receive considerable
increases in compensation packages even when corporate financial performance is
mediocre or poor and stockholders watch dividends slip and stock prices drop.
Increases in CEO compensation continue to dwarf the compensation increases
enjoyed by employees. Between 1990 and 1996, CEO cash compensation rose 90
percent, vastly exceeding a 19 percent increase on factory wages and S&P 500
earnings growth of 78 percent. (BUSINESS WEEK Survey of Executive Compensation;
Bureau of Labor Statistics)
In 1995, U.S. CEOs earned on average 209 times the average factory workers
pay, a dramatic rise from the 42 times reported in 1980.
Shareholders need to be vigilant and challenge executive pay packages that
reward bad social or financial corporate performance, asking themselves: if top
officers' pay for a given year should be reduced if the company suffers from
poor corporate citizenship that harms our corporate image or costly fines,
protracted litigation, loss of government contracts, or significant loss of
market share on their watch; if CEO compensation should be affected if the
company is faced with consumer boycotts or public relations problems because of
what American Indians and other people of color call racially offensive images;
if a pattern of discrimination or sexual harassment should be grounds for a
decreased compensation package.
Companies, including Bristol-Myers Squibb, Eastman Kodak, IBM, and Procter
and Gamble, have reported to shareholders on how they integrate these factors
into their compensation packages, understanding the importance of being socially
responsible.
We believe these questions deserve the careful scrutiny of our Board of
Directors and the Compensation Committee and go beyond what the SEC requires a
company include in the annual proxy statement.
RESOLVED: Shareholders request the Board institute a special Executive
Compensation Review and prepare a report available to shareholders four months
from the date of the annual meeting, with the results of the review and
recommended changes in practice. This review shall cover pay, benefits, perks,
28
<PAGE>
stock options, and special arrangements in the compensation packages for top
executives. The review should focus on the following questions:
1. Ways to link executive compensation more closely to financial
performance with proposed criteria and formulae.
2. Ways to link compensation to social corporate performance (e.g.,
incentives given for meeting or surpassing certain social and performance
standards).
3. Comparison of compensation packages for company officers with lowest
paid company employees in the U.S. and around the world.
4. Whether there should be a ceiling on top executives' salaries to prevent
our company from paying excessive compensation or a ratio linking the top
salary and the lowest salary.
5. Whether compensation should be frozen in the event of massive layoffs."
THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The Company believes that it has an appropriate system to develop and
administer its executive compensation policies and practices. The Compensation
Committee, which is composed entirely of non-employee directors who are not
eligible to participate in the Company's executive compensation programs or
plans, is responsible for determining compensation plans and levels. The Company
does not believe that an additional review of executive compensation policies,
beyond that performed by the Compensation Committee, would promote stockholder
value. Further, because extensive information relating to executive compensation
is already provided annually to the Company's stockholders in its proxy
statement, the cost of preparing a duplicative report on executive compensation
would outweigh the benefit to stockholders of receiving any additional
information.
The Company considers a variety of quantitative and qualitative factors in
determining its incentive compensation opportunities and goals. As noted above
in the report of the Compensation Committee, the Compensation Committee is
guided by two principles:
- compensation opportunities must enable the Company to attract and retain
individuals with the high caliber of talent and skills critical to its
success; and
- a substantial portion of each executive officer's compensation must be
tied to quantifiable measures of the Company's financial results from
operations and/or stock price performance.
Accordingly, a significant portion of executive compensation is already closely
linked to stock price performance and the achievement of specific strategic
operating and financial objectives.
The Company is committed to attracting and retaining the executive talent
required to compete successfully on a global basis. The Company believes that
its ability to attract and retain highly-qualified and experienced executives is
closely related to its flexible compensation policies. The Company also believes
that compensation policies advocated by this proposal such as freezing or
placing ceilings on executive salary would severely restrict its ability to
attract and retain highly-qualified executives, thus impeding the Company's
ability to succeed within its highly-competitive industry and harming
stockholder interests.
The Company believes that the development and reporting of its executive
compensation policies and practices are appropriate and does not recommend any
changes in its executive compensation system.
THEREFORE, THE BOARD URGES STOCKHOLDERS TO VOTE AGAINST THIS PROPOSAL.
29
<PAGE>
COST AND METHOD OF SOLICITATION
The Company will bear the cost of this solicitation. While no precise
estimate of this cost can be made at the present time, the Company currently
estimates that it will spend less than $1,500,000 for its solicitation of
proxies, including expenditures for attorneys, solicitors, and public relations
advisors and advertising, printing, transportation, litigation and related
expenses, but excluding the salaries and wages of regular employees and officers
and the normal expenses of an uncontested proxy solicitation for the election of
directors. We estimate that the solicitation expenses incurred by the Company to
date are less than $100,000. In addition to soliciting proxies by mail,
directors, officers and regular corporate headquarters employees of the Company
may solicit proxies in person or by telephone or telecopy. The Company will pay
for the cost of these solicitations, but these individuals will receive no
additional compensation for the solicitation services. The Company has retained
MacKenzie Partners, Inc. ("MacKenzie") at an estimated fee of not more than
$300,000 in the aggregate, plus reasonable out-of-pocket expenses, to
participate in the solicitation of proxies and proxy revocations. The Company
has also agreed to indemnify MacKenzie against certain liabilities and expenses.
The Company estimates that approximately 30 employees of MacKenzie will be
involved in the solicitation of proxies on behalf of the Company. The Company
will also reimburse brokers, fiduciaries, custodians and other nominees, as well
as persons holding stock for others who have the right to give voting
instructions, for out-of-pocket expenses incurred in forwarding this proxy
statement and related materials to, and obtaining instructions or authorizations
relating to such materials from, beneficial owners of the Company's capital
stock.
OTHER MATTERS
The Board has no knowledge of any other matters to be presented at the
meeting other than those described herein. If any other matters should properly
come before the meeting, it is the intention of the persons designated in the
proxy to vote on them according to their best judgment.
STOCKHOLDERS ARE URGED TO FORWARD THEIR PROXIES WITHOUT DELAY. A PROMPT
RESPONSE WILL BE GREATLY APPRECIATED.
NABISCO GROUP HOLDINGS CORP.
Parsippany, New Jersey
March , 2000
If you have any questions or need
assistance in voting your shares,
please contact MacKenzie Partners,
Inc. at their toll free number:
1-(800)-322-2885.
30
<PAGE>
APPENDIX I
SUPPLEMENTAL DIRECTOR INFORMATION
Set forth below is (a) the name and business address of each of the
participants and their associates (except the Company) in the solicitation made
pursuant to this Proxy Statement, and (b) the dates, types and amounts of each
participant's purchases and sales of the Company's debt and equity securities
within the past two years. Except for the Company, the only participants are the
Company's Directors.
<TABLE>
<CAPTION>
NAME AND DATE OF PURCHASE(P) TYPE AND
BUSINESS ADDRESS(1) TRANSACTION OR SALES(S) AMOUNT(2)
- ----------------------------------------- ----------------- ------------ -----------------
<S> <C> <C> <C>
John T. Chain, Jr........................ None
Chairman
Thomas Group, Inc.
5221 North O'Connor Boulevard
Suite 500
Irving, TX 75039-3714
Julius L. Chambers....................... None
Chancellor
North Carolina Central University
P. O. Box 19617
Durham, NC 27707
John L. Clendenin........................ None
c/o Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
Steven F. Goldstone...................... January 15, P 200,000 shares
Chairman 1998*
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
Ray J. Groves............................ December 31, P 93 shares
Chairman 1998**
Legg Mason Merchant Banking, Inc. December 31, P 72 shares
100 Light Street 1999***
Baltimore, MD 21202
David B. Jenkins......................... None
c/o Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
Nancy Karch.............................. None
c/o Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
James M. Kilts........................... None
Chief Executive Officer & President
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
NAME AND DATE OF PURCHASE(P) TYPE AND
BUSINESS ADDRESS(1) TRANSACTION OR SALES(S) AMOUNT(2)
- ----------------------------------------- ----------------- ------------ -----------------
<S> <C> <C> <C>
Fred H. Langhammer....................... None
President & Chief Executive Officer
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, NY 10153
H. Eugene Lockhart....................... None
c/o Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
Theodore E. Martin....................... None
c/o Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
Rozanne L. Ridgway....................... 8/13/99 S 9,340 shares****
c/o Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
</TABLE>
- ------------------------
* Restricted shares acquired under corporate incentive plan.
** Shares acquired during 1998 under the Company's dividend reinvestment
plan.
*** Shares acquired during 1999 under the Company's dividend reinvestment
plan.
**** Simultaneous exercise and sale of options which were about to expire.
(1) The companies named in the table above, to the extent that the participants
are officers of such companies, are deemed to be associates of such
participants. The addresses of such associates are as given above.
(2) All of the Company securities purchased and sold were shares of Common
Stock.
Except as set forth in the Proxy Statement or this Appendix, to the best of
the Company's knowledge, none of the directors or, in the case of clause (a)
only, any of their associates, (a) owns of record or has direct or indirect
beneficial ownership of any securities issued by the Company or any of its
subsidiaries; (b) has purchased or sold any securities issued by the Company
within the past two years; (c) has incurred any outstanding indebtedness to
acquire or hold securities issued by the Company; or (d) has been a party to any
contract, arrangement or understanding with respect to any securities of the
Company during the past year.
Except as set forth in the Proxy Statement or this Appendix, to the best of
the Company's knowledge, (a) none of the participants or any of their associates
has any arrangement or understanding with respect to any future employment or
any future transactions with the Company or any of its affiliates, and (b) none
of the participants, executive officers of the Company, any person known to the
Company to own beneficially or of record more than five percent of any class of
Company voting securities, or any of their associates has entered into any
transaction or series of similar transactions with the Company or any of its
subsidiaries since the beginning of the Company's last fiscal year in which such
person had or will have a direct or indirect material interest, and no such
transactions are currently proposed.
32
<PAGE>
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
1. If your shares are registered in your own name(s), please sign, date and
promptly mail the enclosed Proxy Card, using the postage-paid envelope
provided.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a Proxy Card with respect to your shares
and only after receiving your specific instructions. Accordingly, please
sign, date and mail the enclosed Proxy Card in the postage-paid envelope
provided. You may also contact the person responsible for your account and
give instructions for a Proxy Card to be issued representing your shares.
If you have any questions about voting your Proxy Card or require
assistance, please call:
MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
(212) 929-5500 (COLLECT)
OR
(800) 322-2885 (TOLL FREE)
- --------------------------------------------------------------------------------
<PAGE>
P R O X Y [COMMON]
NABISCO GROUP HOLDINGS CORP.
ANNUAL MEETING OF STOCKHOLDERS -- MAY 9, 2000
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby, with respect to all shares of Common Stock of
Nabisco Group Holdings Corp. (the "Company") which the undersigned may be
entitled to vote, constitutes and appoints each of Steven F. Goldstone, James
M. Kilts and James A. Kirkman III as his true and lawful agent and proxy,
with full power of substitution in each, to represent the undersigned and
directs First Chicago Trust Company of New York, as Depositary, in each case
at the 2000 Annual Meeting of Stockholders of the Company to be held at the
Hotel DuPont, 11th and Market Streets, Wilmington, Delaware, on Tuesday, May
9, 2000 at 10:30 a.m., and at any adjournments or postponements thereof, to
vote such stock on all matters coming before said meeting as set forth below.
Election of Directors. Nominees:
J.T. Chain, Jr.; J.L. Chambers; J.L. Clendenin; S.F. Goldstone; R.J.
Groves; D.B. Jenkins; N. Karch; J.M. Kilts; F.H. Langhammer; H.E. Lockhart;
T.E. Martin and R.L. Ridgway.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3. PLEASE MARK THIS
PROXY CARD, FILL IN THE DATE, SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN
THE ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED
STATES.
(SEE REVERSE SIDE)
<PAGE>
/X/ Please mark your votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSAL
2.
<TABLE>
<C> <S> <C> <C> <C>
1. Election of Directors (see reverse) For, FOR / / WITHHELD / /
except withheld from the following
nominee(s):
---------------------------------------------
2. Ratify the appointment of Deloitte & Touche FOR / / AGAINST / / ABSTAIN / /
LLP as independent auditors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 3.
3. Stockholder proposal on financial and social FOR / / AGAINST / / ABSTAIN / /
accountability in executive compensation
SPECIAL ACTION
Change of address on Reverse Side / /
Discontinue Annual Report Mailing for
this Account / /
Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
----------------------------------------
Signature(s)
----------------------------------------
Date Title
</TABLE>
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
NABISCO GROUP HOLDINGS CORP.
MAY 9, 2000
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL:
MACKENZIE PARTNERS, INC.
(212) 929-5500 (COLLECT)
OR
(800) 322-2885 (TOLL-FREE)
