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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2000
NABISCO GROUP HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10215 13-349-0602
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
1301 Avenue of the Americas
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
(212) 258-5600
(Registrant's telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
See the attached press release dated March 13, 2000 announcing the
Company's adoption of a Stockholder Rights Plan.
ITEM 7(c). Exhibits.
99.1 Press Release dated March 13, 2000 announcing adoption of a
Stockholder Rights Plan.
1
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NABISCO GROUP HOLDINGS CORP.
Dated: March 14, 2000
By: /s/ James A. Kirkman
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Name: James A. Kirkman, III
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT 99.1
7 Campus Drive
Parsippany, NJ 07054
[GRAPHIC OMITTED--NABISCO LOGO] News Release
Date: March 13, 2000
Contact: Henry A. Sandbach
(973) 682-7098
NABISCO GROUP HOLDINGS CORP.
ADOPTS STOCKHOLDER RIGHTS PLAN
Parsippany, NJ - March 13, 2000 - Nabisco Group Holdings Corp. (NYSE:
NGH) announced today that its Board of Directors adopted a Stockholder Rights
Plan designed to enhance the Board's ability to protect stockholders against,
among other things, unsolicited attempts to acquire control of Nabisco Group
Holdings that do not offer an adequate price to all stockholders or are
otherwise not in the best interests of Nabisco Group Holdings and its
stockholders.
Under the Plan, each common stockholder at the close of business on
March 20, 2000 will receive a dividend of one right for each share of Common
Stock held. Each right entitles the holder to purchase from Nabisco Group
Holdings one one-hundredth of a share of a new series of participating
Preferred Stock at an initial purchase price of $30. The rights will become
exercisable and will detach from the Common Stock a specified period of time
after any person has become the beneficial owner of 10% or more of Nabisco
Group Holdings Common Stock or commenced a tender or exchange offer which, if
consummated, would result in any person becoming the beneficial owner of 10% or
more of the Common Stock.
If any person becomes the beneficial owner of 10% or more of Nabisco
Group Holdings Common Stock, each right will entitle the holder, other than the
acquiring person, to purchase for the purchase price Nabisco Group Holdings
Common Stock having a value of twice the purchase price.
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If, following an acquisition of 10% or more of Nabisco Group Holdings
Common Stock, Nabisco Group Holdings is involved in certain mergers or other
business combinations or sells or transfers more than 50% of its assets or
earning power, each right will entitle the holder to purchase for the purchase
price common stock of the other party to such transaction having a value of
twice the purchase price.
At any time after a person has acquired 10% or more (but before any
person has acquired more than 50%) of the Company's Common Stock, Nabisco Group
Holdings may exchange all or part of the rights for shares of Common Stock at
an exchange ratio of one share of Common Stock per right.
For persons who, as of the close of business on March 13, 2000
beneficially own 10% or more of the Common Stock, the Plan "grandfathers" their
current level of ownership, so long as they do not purchase additional shares.
Nabisco Group Holdings may redeem the rights at a price of $0.01 per
right at any time prior to the time that any person becomes the beneficial
owner of 10% or more of its Common Stock. The rights will expire on March 13,
2002, unless earlier exchanged or redeemed.
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