SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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NABISCO GROUP HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
74960K 876
(CUSIP Number of Class of Securities)
Marc Weitzen, Esq.
General Counsel
Legal Department,
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4350
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
April 4, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
3
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC & OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8,617,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,617,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,617,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.64%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Icahn & Co., Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC & OO
5C HECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8,272,900
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,272,900
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,272,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC & OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
14,347,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
14,347,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,347,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC & OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,347,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,347,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,347,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 74960K 876
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
31,237,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,237,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,237,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on February 4, 2000, and amended on March 2, 2000, March 10, 2000 and March 30,
2000, by the Registrants, relating to the common shares, par value $0.01 per
share ("Shares"), of Nabisco Group Holdings Corp., a Delaware corporation
("Issuer"), is amended to furnish the additional information set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meaning ascribed to such terms in the previously filed statement on Schedule
13D. Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following:
On April 4, 2000, Carl C. Icahn sent a letter to the Board of Directors
of Issuer indicating that, subject to a diligence period for himself and his
banking institutions, he would be willing to pay $16 per share for all of
Nabisco Group Holdings Corp., in a transaction to be completed on a friendly
basis, subject to obtaining financing. A press release describing the letter and
its contents was issued on the same day.
This summary of the letter and the press release does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the letter and the press release. A copy of each of these documents is filed as
Exhibit 1 and Exhibit 2 hereto, respectively, and is incorporated herein by
reference.
IMPORTANT INFORMATION: REGISTRANTS HAVE NOT YET COMMENCED THE TENDER
OFFER REFERRED TO IN THIS STATEMENT. UPON THE COMMENCEMENT OF ANY TENDER OFFER,
REGISTRANTS WILL FILE A TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION. THAT STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER
OFFER AND SHOULD BE READ BY SECURITY HOLDERS. IF A TENDER OFFER IS COMMENCED,
ONE WILL BE ABLE TO OBTAIN AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER
DOCUMENTS WHEN THEY BECOME AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE AT http://www.sec.gov AND (II) THE OFFER TO PURCHASE, THE LETTER OF
TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY FROM THE INFORMATION AGENT FOR
THE TENDER OFFER.
ITEM 7. Material to be Filed as Exhibits
1. Letter from Carl C. Icahn to Nabisco Group Holdings Corp., dated April
4, 2000
2. Press Release, dated April 4, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: April 4, 2000
BARBERRY CORP.
By:_________________________________
Name: Carl C. Icahn
Title: Chairmen of the Board and President
ICAHN & CO., INC.
By:__________________________________
Name: Carl C. Icahn
Title: Chairman of the Board and President
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By:____________________________
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By:___________________________________
Name: Carl C. Icahn
Title: Member
- --------------------------------------
CARL C. ICAHN
[Signature Page of the Amendment No. 4 to Schedule 13D with respect to
Nabisco Group Holdings Corp. ]
<PAGE>
EXHIBIT 1
767 Fifth Avenue
New York, NY 10153
April 4, 2000
VIA TELECOPY AND FEDERAL EXPRESS
Board of Directors
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054-0311
Ladies and Gentlemen:
I have read your latest press release with great interest and some confusion.
You have stated that, with respect to my proposed $13 per share tender for 100
million NGH shares, "the Board of Directors unanimously determined that the
price offered is inadequate" and "does not come close to reflecting the
underlying value of the Company's business...." I cannot help wonder why, then,
the top eight executives of Nabisco who received, according to your proxy
statement, approximately $80 million in pay, securities and other benefits last
year, did not use part or all of their bounty to purchase NGH when it recently
traded as low as $8.25 per share.
However, it is comforting to note that you have instructed management to
"explore all alternatives to maximize shareholder value. These will include the
sale of the company." Now that you are willing to sell the Company on a friendly
basis, I would like to make the following friendly offer:
Subject to due diligence for a period of three weeks for me and my banking
institutions, I would pay $16 per share for all of NGH. I have been in contact
with a large investment bank and with lending institutions and have been
informed that on a "friendly" basis, there should be no problem in facilitating
the acquisition of NGH, especially in light of the large amount of capital my
companies would contribute to the transaction. I would not require that you
withdraw NGH from the market during this due diligence period and would not
require that you pay any break-up fee if my offer is topped, other than to
reimburse my companies for any commitment fees which they are required to pay
for the availability of financing.
If you are not willing to go forward with me and do not officially put the
Company up for sale now, stockholders can only conclude that your press
release was simply designed to give them false hopes and prevent your losing a
proxy contest.
Very truly yours,
Carl C. Icahn
WE HAVE NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN THIS STATEMENT. UPON
THE COMMENCEMENT OF ANY TENDER OFFER, WE WILL FILE A TENDER OFFER STATEMENT WITH
THE SECURITIES AND EXCHANGE COMMISSION. THAT STATEMENT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER AND SHOULD BE READ BY SECURITY HOLDERS. IF A
TENDER OFFER IS COMMENCED, SECURITY HOLDERS WILL BE ABLE TO OBTAIN AT NO CHARGE
(I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME AVAILABLE ON
THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT http://www.sec.gov AND (II)
THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED
DELIVERY FROM THE INFORMATION AGENT FOR THE TENDER OFFER.
WE HAVE NOT YET FILED A PROXY STATEMENT. SECURITY HOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO OUR SOLICITATION OF PROXIES
FROM THE STOCKHOLDERS OF NABISCO GROUP HOLDINGS FOR USE AT ITS 2000 ANNUAL
MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF NABISCO GROUP HOLDINGS AND WILL BE AVAILABLE
AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov. INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY
SOLICITATION IS CONTAINED IN THE SCHEDULE 13D FILED BY CARL C. ICAHN AND OTHERS
WITH RESPECT TO NABISCO GROUP HOLDINGS. THAT SCHEDULE 13D IS CURRENTLY AVAILABLE
AT NO CHARGE ON THE SEC'S WEBSITE.
<PAGE>
EXHIBIT 2
Icahn Seeks Due Diligence from NGH for $16 per Share Offer, in a
"Friendly" Transaction
New York, New York. April 4, 2000. Carl C. Icahn announced today that he has
offered to pay $16 per share for all of NGH in a transaction to be completed on
a "friendly" basis. The offer was made by Mr. Icahn subject to financing by his
banking institutions. The offer, which was made in a letter to the NGH Board of
Directors, states that Icahn had been "in contact with a large investment bank
and with lending institutions and have been informed that on a "friendly" basis,
there should be no problem in facilitating the acquisition of NGH, especially in
light of the large amount of capital my companies would contribute to the
transaction."
Mr. Icahn's letter concludes: "If you are not willing to go forward with me and
do not officially put the Company up for sale now, stockholders can only
conclude that your press release was simply designed to give them false hopes
and prevent your losing a proxy contest."
A copy of Mr. Icahn's letter is attached to this release.
- --------------------------------------------------------------------------------
Mr. Icahn and his affiliates have not yet commenced a tender offer relating
to Nabisco Group Holdings. Upon the commencement of any such tender offer,
they will file a tender offer statement with the Securities and Exchange
Commission. That statement will contain important information about the
tender offer and should be read by security holders. If a tender offer is
commenced, security holders will be able to obtain at no charge (i) the
tender offer statement and other documents when they become available on the
Securities and Exchange commission's website at http://www.sec.gov and (ii)
the offer to purchase, the letter of transmittal and the notice of guaranteed
delivery from the information agent for the tender offer.
- --------------------------------------------------------------------------------
Mr. Icahn and his affiliates have not yet filed a proxy statement. Security
holders are advised to read the proxy statement and other documents related
to the solicitation of proxies by Mr. Icahn and his affiliates from the
stockholders of Nabisco Group Holdings for use at its 2000 annual meeting
when they become available because it will contain important information.
When completed, a definitive proxy statement and a form of proxy will be
mailed to stockholders of Nabisco Group Holdings and will be available at no
charge on the Securities and Exchange Commission's website at
http://www.sec.gov. Information relating to the participants in the proxy
solicitation is contained in the Schedule 13D filed by Mr. Icahn and his
affiliates with respect to Nabisco Group Holdings. That Schedule 13D is
currently available at no charge on the Securities and Exchange Commission's
website.
# # # #
Contact: Susan Gordon: (212) 702-4309 or Karen Kavanagh: (212) 702-4310
