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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4)
of the Securities Exchange Act of 1934
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Nabisco Group Holdings Corp.
(Name of Subject Company)
Nabisco Group Holdings Corp.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74960K 876
(CUSIP Number of Class of Securities)
James A. Kirkman III
Senior Vice President, General Counsel and Secretary
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054
(973) 682-7700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
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Copies to:
William L. Rosoff, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Telecopier: (212) 450-4800
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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<PAGE>
7 Campus Drive
Parsippany, NJ 07054
[NABISCO LOGO]
News Release
Contact: Henry A. Sandbach
Nabisco, Inc.
(973) 682-7098
Edward Nebb
BSMG Worldwide
(212) 445-8213
NABISCO GROUP HOLDINGS TO EXPLORE ALTERNATIVES TO
MAXIMIZE SHAREHOLDER VALUE
PARSIPPANY, NJ -- April 3, 2000 - Nabisco Group Holdings Corp. (NYSE:
NGH) announced today that its Board of Directors directed its management to
explore all alternatives to maximize shareholder value. These will include the
sale of the company, or the sale of Nabisco Group Holdings' 80.6% ownership
interest in Nabisco Holdings Corp. (NYSE: NA), which could be achieved with
little or no tax consequences to the company. The company said in this
connection that it has engaged Warburg Dillon Read and Morgan Stanley Dean
Witter as financial advisors.
Nabisco Group Holdings also said that at today's special meeting held
to consider Carl Icahn's conditional proposal to acquire 30% of Nabisco Group
Holdings for $13.00 a share, the Board of Directors unanimously determined that
the price offered is inadequate and that his proposal is not in the best
interests of the company's shareholders. Nabisco Group Holdings noted that
Icahn's offer does not come close to reflecting the underlying value of the
company's business and seeks to take advantage of the uncertainty regarding the
current tobacco litigation, which has had a negative impact on Nabisco Group
Holdings' stock price.
If Icahn commences a tender offer, Nabisco Group Holdings urged
stockholders to read the company's solicitation/recommendation statement in
response to that tender offer, which will contain important information. The
statement would be on file and available free of charge from the Securities and
Exchange Commission (http://www.sec.gov) and also from Nabisco Group Holdings'
proxy solicitor, MacKenzie Partners (800-322-2885 or
[email protected]).
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