SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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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 10, 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 Section 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).
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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
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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
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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
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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
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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
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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 13, 2000, March 30,
2000 and April 4, 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 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
On April 10, 2000, Registrants filed Amendment No. 5 to their Schedule
13D. That filing contemplated the attachment of a confidentiality agreement and
press release as Exhibits 1 and 2. Those attachments were inadvertently not
included in the filing. The confidentiality agreement and the related press
release are filed as Exhibit 1 and Exhibit 2 hereto, respectively, and are
incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits
1. Confidentiality Agreement between High River Limited Partnership and
Nabisco Group
Holdings Corp., dated April 10, 2000
2. Press Release, dated April 10, 2000
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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 12, 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. 6 to Schedule 13D with respect to
Nabisco Group Holdings Corp. ]
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Exhibit 1
NABISCO GROUP HOLDINGS CORP.
7 Campus Drive
Parsippany, NJ 07054
April 10, 2000
High River Limited Partnership
767 Fifth Avenue
New York, NY 10153
Ladies and Gentlemen:
In order to allow you to evaluate a possible acquisition of or other
transaction involving (collectively, the "Possible Transaction") Nabisco Group
Holdings Corp. ("NGH") or Nabisco Holdings Corp. ("NA") (NGH and NA, together
with their subsidiaries, "Nabisco"), we are prepared to deliver to you, upon
your execution and delivery to us of this letter agreement, certain information
about the business, properties and operations of Nabisco.
All information about Nabisco furnished by us or our Representatives
(as defined below), whether furnished before or after the date hereof, whether
oral or written, and regardless of the manner in which it is furnished or the
person who prepared such information, is referred to in this letter agreement as
"Confidential Information". The term "Confidential Information" shall include
all reports, analyses, notes or other information that are based on, contain or
reflect any Confidential Information. Confidential Information does not include,
however, information which (a) is or becomes generally available to the public
other than as a result of a disclosure by you or your Representatives in
violation of this agreement or (b) is or becomes available to you on a
nonconfidential basis from a person (other than us or our Representatives) who
is not otherwise bound by a confidentiality agreement with us or any
Representative of ours, or is otherwise not under an obligation to us or any
Representative of ours not to transmit the information to you. As used in this
letter agreement, the term "Representative" means, as to any person, such
person's affiliates and its and their directors, officers, employees, agents,
advisors (including, without limitation, financial advisors, counsel and
accountants), financing sources and controlling persons; provided that if any
person who would otherwise be your Representative signs a confidentiality
agreement with us, that person will no longer be considered your Representative
for whom you are responsible under this agreement.
Except as provided in the following two paragraphs, and unless
otherwise agreed to in writing by NGH, you agree (a) to keep all Confidential
Information confidential and not to disclose, or permit the disclosure of, any
Confidential Information to any person other than your Representatives who are
actively and directly participating in your evaluation of the Possible
Transaction or who otherwise need to know the Confidential Information for the
purpose of evaluating the Possible Transaction and to cause those persons to
observe the terms of this letter agreement, (b)
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not to use Confidential Information for any purpose other than in connection
with your evaluation of the Possible Transaction or the consummation of the
Possible Transaction in a manner that we have approved and (c) except as
required (in the judgment of your counsel) by the federal securities laws
including Section 13(d) of the Securities Exchange Act of 1934, not to disclose
to any person (other than those of your Representatives who are actively and
directly participating in your evaluation of the Possible Transaction or who
otherwise need to know for the purpose of evaluating the Possible Transaction
and, in the case of your Representatives, whom you will cause to observe the
terms of this letter agreement) any information about the Possible Transaction
including your interest therein, or the terms or conditions or any other facts
relating thereto, including, without limitation, the fact that discussions are
taking place with respect thereto or the status thereof, or the fact that
Confidential Information has been made available to you or your Representatives.
Without limiting the generality of the foregoing, you agree that, without our
prior written consent (which will not be unreasonably withheld or delayed),
prior to the End Date (as defined below) neither you nor any of your
Representatives will contact or communicate with any other person or its
Representatives regarding the possibility of (i) making a joint proposal for a
Possible Transaction or (ii) purchasing, selling or exchanging any material
portion of Nabisco following a Possible Transaction by you or such other person.
You will be responsible for any breach of the terms of this letter agreement by
you or your Representatives. You will maintain a record of all of your
Representatives to whom Confidential Information is provided and will provide
such record to NGH upon request.
We understand that you intend to issue a press release announcing the
signing of this confidentiality agreement and to file a copy of this agreement
as an exhibit to your statement of beneficial ownership on Schedule 13D
(collectively, the "CA Announcement"), and we consent to the issuance of such
release and to such filing for purposes of the foregoing paragraph.
In the event that you are requested pursuant to, or required by,
applicable law or regulation or by legal process to disclose any Confidential
Information or any other information concerning Nabisco or the Possible
Transaction, you agree that you will provide us with prompt notice of such
request or requirement in order to enable us to seek an appropriate protective
order or other remedy or to waive compliance, in whole or in part, with the
terms of this letter agreement. You agree to cooperate with us (at our sole
expense) if we seek to obtain such an order or other remedy. In the event that
such protective order or other remedy is not obtained, or NGH waives your
compliance with the provisions of this letter agreement, you will furnish only
that portion of the Confidential Information, or such other information, which,
in the written opinion of your counsel addressed to NGH, is legally required to
be furnished, and will exercise your best efforts to obtain reliable assurances
that confidential treatment will be accorded the Confidential Information or
such other information.
You hereby acknowledge that, in your examination of the Confidential
Information, you may receive material nonpublic information concerning Nabisco,
and
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that you are aware (and that your Representatives who are apprised of this
matter have been or will be advised by you) that the United States securities
laws restrict persons who possess certain nonpublic information relating to the
issuer of such securities from purchasing or selling securities in reliance upon
such information or from communicating such information to any other person or
entity under circumstances in which it is reasonably foreseeable that such
person or entity is likely to purchase or sell such securities in reliance upon
such information.
You also agree that from the date of this letter agreement until the
date (the "End Date") that is the earlier of (i) July 15, 2000 and (ii) the date
a definitive agreement has been executed with any person regarding a Possible
Transaction, neither you nor any of your affiliates will, without the prior
written consent of NGH or its Board of Directors:
(a) acquire, propose or offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any securities or assets of NGH,
NA or any of their subsidiaries other than pursuant to the Process,
provided that pension plans sponsored or maintained by you for your
employees may acquire in the aggregate not more than 5% of the
outstanding securities of NGH or NA;
(b) make, or in any way participate in, directly or indirectly, any
solicitation of proxies to vote, or seek to advise or influence any
person or entity with respect to the voting of any voting securities of
NGH, NA or any of their subsidiaries;
(c) make any public announcement with respect to, or, other than pursuant
to the Process, submit a proposal for, or offer of (with or without
conditions), any extraordinary transaction involving NGH, NA or any of
their subsidiaries or any of their securities or assets, except for the
CA Announcement or as required (in the judgment of your counsel) by the
federal securities laws including Section 13(d) of the Securities
Exchange Act of 1934; or
(d) form, join or in any way participate in a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (other than
a group comprised solely of your affiliated companies), in connection
with any of the foregoing.
If you determine that you do not wish to proceed with the Possible
Transaction, you will promptly advise us of that decision. In that case, or in
the event that the Possible Transaction is consummated by another person, you
will, upon our request, promptly deliver to us all Confidential Information,
including all copies, reproductions, summaries, analyses or extracts thereof or
based thereon prepared by you or any Representative of yours; provided that you
may, in lieu of delivery of analyses or other materials prepared by you, destroy
such materials and promptly certify such destruction. Notwithstanding the return
of all Confidential Information, you will continue to be bound by the terms
hereof.
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You acknowledge that none of Nabisco, Warburg Dillon Read LLC ("Warburg
Dillon Read"), Morgan Stanley & Co. Incorporated ("Morgan Stanley", and together
with Warburg Dillon Read, the "Financial Advisors") or our other Representatives
and none of the respective officers, directors, employees, agents or controlling
persons of Nabisco, the Financial Advisors or such other Representatives makes
any express or implied representation or warranty as to the accuracy or
completeness of any Confidential Information, and you agree that none of such
persons shall have any liability to you or any of your Representatives relating
to or arising from your or their use of any Confidential Information or for any
errors therein or omissions therefrom. You also agree that you are not entitled
to rely on the accuracy or completeness of any Confidential Information and that
you shall be entitled to rely solely on such representations and warranties
regarding Confidential Information as may be made to you in any definitive
agreement relating to the Possible Transaction, when, as, and if finally
executed, subject to the terms and conditions of any such agreement.
You agree that, without our prior written consent, you will not for a
period of two years from the date hereof directly or indirectly solicit for
employment or employ any employee of Nabisco with whom you have had contact or
who became known to you in connection with your consideration of the Possible
Transaction; provided that the foregoing provision will not prevent you from
employing any such person who contacts you on his or her own initiative without
any direct or indirect solicitation by or encouragement from you.
Each party to this letter agreement agrees that unless and until a
definitive agreement regarding the Possible Transaction has been executed,
neither party nor any of their respective Representatives will be under any
legal obligation to the other party with respect to the Possible Transaction as
a result of this agreement and shall have no liability of any nature whatsoever
with respect to the Possible Transaction by virtue of this letter agreement.
You acknowledge and agree that (i) we and our Representatives may
conduct the process that may or may not result in the Possible Transaction in
such manner as we, in our sole discretion, may determine (including, without
limitation, negotiating and entering into a final agreement with any third party
without notice to you) and (ii) we reserve the right to change (in our sole
discretion, at any time and without notice to you) the procedures relating to
our and your consideration of the Possible Transaction (collectively, the
"Process").
It is further understood and agreed that the Financial Advisors will
arrange all contacts for due diligence purposes. It is also understood and
agreed that all (i) communications regarding a Possible Transaction, (ii)
requests for additional information, (iii) requests for facility tours or
management meetings and (iv) discussions or questions regarding procedures, will
be submitted or directed exclusively to the Financial Advisors, and that neither
you nor any of your Representatives will initiate or cause to be initiated any
communication with Nabisco or any of its
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Representatives other than the Financial Advisors concerning the Confidential
Information or a Possible Transaction.
You agree that money damages would not be a sufficient remedy for any
breach of this letter agreement by you or your Representatives, that in addition
to all other remedies Nabisco shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any such breach, and you
further agree to waive, and to use your best efforts to cause your
Representatives to waive, any requirement for the securing or posting of any
bond in connection with such remedy. In the event of litigation relating to this
letter agreement, if a court of competent jurisdiction determines that you or
any of your Representatives have breached this letter agreement, you shall be
liable and pay to Nabisco the reasonable legal fees incurred by Nabisco in
connection with such litigation, including any appeal therefrom.
It is further understood and agreed that no failure or delay by us in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
hereunder.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts executed in and
to be performed in that state. In the event that any provision or portion of
this letter is determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this letter shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by applicable law.
Any assignment of this letter agreement by you without our prior
written consent shall be void. This letter agreement shall be enforceable by
NGH, NA or any of their subsidiaries. This letter agreement may be executed in
counterparts, each of which shall be deemed to be an original and each of which
shall constitute the same agreement.
This letter agreement contains the entire agreement between you and us
concerning confidentiality of the Confidential Information, and no modification
of this letter agreement or waiver of the terms and conditions hereof shall be
binding upon you or us, unless approved in writing by each of you and us.
Unless otherwise provided, this letter agreement shall be binding upon
the parties hereto for a period of three years from the date hereof.
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Please confirm your agreement with the foregoing by signing and
returning to the undersigned one copy of this letter agreement.
NABISCO GROUP HOLDINGS CORP.
By: ___________________________
Name:
Title:
Accepted and Agreed
as of the date
first written above:
__________________________
Name of Company
By: __________________________
Name:
Title:
[This is a signature page to a confidentiality letter agreement dated April 7,
2000 between Nabisco Group Holdings Corp. and High River Limited Partnership.]
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Exhibit 2
FOR IMMEDIATE RELEASE
Icahn To Participate in Bidding Process
Conducted By Nabisco Group Holdings
Confidentiality Agreement Signed; Diligence to Commence
New York, New York. April 10, 2000. Carl C. Icahn announced today that High
River Limited Partnership, an affiliate of Mr. Icahn, has entered into a
confidentiality agreement with Nabisco Group Holdings Corp. (NYSE: NGH). As a
result, Mr. Icahn and his affiliates will participate in the bidding process
being coordinated by Morgan Stanley and Warburg Dillon Reed. The agreement
allows Mr. Icahn to seek "strategic" partners to join in his bid with the
consent of NGH, which is not to be unreasonably withheld. However, the agreement
in no way restricts Mr. Icahn from bringing lending institutions and other
sources of capital into the project. In this regard, Mr. Icahn has selected
Industrial Bank of Japan (IBJ) to commence the due diligence process as soon as
possible and he expects to involve other "financial" partners as well.
Under the terms of the agreement with NGH, Mr. Icahn and his affiliates are not
permitted to solicit proxies from NGH stockholders, or to purchase additional
NGH shares, until the earlier of July 15, 2000 or the time that NGH enters into
an agreement with another purchaser. As a result, Mr. Icahn will not proceed
with the proposed proxy solicitation or tender offer previously announced.
Mr. Icahn is currently the largest non-institutional stockholder of NGH, with
over 31 million shares.
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In light of the provisions of the agreement referred to above, Mr. Icahn and
his affiliates currently do not intend to commence either a proxy
solicitation for the NGH 2000 annual stockholders meeting or a tender offer
relating to shares of Nabisco Group Holdings. However, if, at some future
date, a proxy solicitation for any meeting and/or a tender offer is
commenced, then they will file a proxy statement and/or a tender offer
statement with the Securities and Exchange Commission. Those statements would
contain important information and should be read by security holders.
Security holders would be able to obtain at no charge those statements and
other documents when they become available on the Securities and Exchange
commission's website at http://www.sec.gov. In addition, any definitive proxy
statement, form of proxy, offer to purchase, letter of transmittal or notice
of guaranteed delivery, would be mailed to stockholders.
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# # # #
Contact: Susan Gordon: (212) 702-4309 or Karen Kavanagh: (212) 702-4310
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