================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4)
of the Securities Exchange Act of 1934
-----------------------
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)
-----------------------
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.
================================================================================
<PAGE>
7 Campus Drive
Parsippany, NJ 07054
[NABISCO LOGO]
News Release
Contact: Henry A. Sandbach
(973) 682-7098
ICAHN PROPOSAL
PARSIPPANY, NJ -- March 30, 2000 - Nabisco Group Holdings Corp. (NYSE:
NGH) said that financier Carl Icahn has sent its board of directors a proposal
to acquire 100 million shares (approximately 30%) of Nabisco Group Holdings
common stock in a tender offer at $13.00 per common share. Together with the
shares already owned by him, Icahn would control approximately 40% of the
company. The proposal is subject to a number of conditions, including delay of
the company's annual meeting, approval of Icahn's offer under the Delaware
merger statute, and elimination of the company's shareholder rights plan.
The company said that Icahn's proposal will be reviewed by the board of
directors and urged all Nabisco Group Holdings stockholders to take no action
pending further announcement from the board of directors.
If Mr. Icahn commences a tender offer, Nabisco Group Holdings
stockholders are urged to read the company's solicitation/recommendation
statement in response to that tender offer because it will contain important
information. The statement would be on file and available free of charge from
the Securities and Exchange Commission (www.sec.gov (http://www.sec.gov/)) and
also from Nabisco Group Holdings' proxy solicitor, MacKenzie Partners
(800-327-2885 or [email protected]).
###
