SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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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)
May 11, 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
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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
3
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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
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
8,272,900
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
4
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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
5
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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
6
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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, April 4, 2000 and April 10, 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" or "NGH"), 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 May 11, 2000, pursuant to a procedure adopted by NGH, High River
Limited Partnership ("High River") delivered to representatives of NGH a letter
(the "May 11 Letter") which indicates that High River foresees, subject to the
matters stated therein, proposing a transaction in which a newly-formed Icahn
entity ("Newco") would merge with NGH. The stockholders of NGH, other than Icahn
entities, would receive $22 a share in a combination of $19 in cash and a
two-year note with a principal amount of $3 in return for each share of NGH
which they hold. Icahn entities would thereafter own 100% of the equity of NGH.
At the request of High River, The Industrial Bank of Japan Limited
("IBJ") has performed certain preliminary due diligence functions and executed a
confidentiality letter with NGH. The May 11 Letter anticipates a $7.5 billion
refinancing of the debt of Nabisco Holdings Corp. ("NA"), which IBJ envisions
arranging on several levels and which, in IBJ's estimate, would yield a net sum
to NA (after repayment of existing debt) of approximately $3.4 billion in
additional cash that would then be distributed to all the stockholders of NA.
NGH would receive $2.7 billion of this distribution. As stated in the May 11
Letter, the $19 per share to be paid in cash for each NGH share would come from
a combination of this $2.7 billion dividend to NGH and from an additional $3
billion to be provided from cash on hand at, and borrowings by Icahn entities.
Notwithstanding the May 11 Letter, there is no assurance that any
proposed transaction between Registrants or other Icahn entities and NGH or any
of its subsidiaries will be favorably entertained by NGH, or, if favorably
entertained, would ultimately be consummated whether on the terms set forth in
the May 11 Letter or otherwise.
This summary of the May 11 Letter does not purport to be complete and
is qualified in its entirety by reference to the complete text of the letter
which is appended hereto as Exhibit 1 and incorporated herein by reference.
ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 is hereby amended to add the following:
Registrants have delivered the May 11 Letter referred to in Item 4. See
the response to Item 4, which is incorporated herein by reference.
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ITEM 7. Material to be Filed as Exhibits
1. Letter from High River Limited Partnership to Issuer's representatives,
dated May 11, 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: May 11, 2000
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairmen of the Board and President
ICAHN & CO., INC.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairman of the Board and President
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
RIVERDALE LLC
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Member
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of the Amendment No. 7 to Schedule 13D with respect to
Nabisco Group Holdings Corp. ]
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HIGH RIVER LIMITED PARTNERSHIP
C/O ICAHN ASSOCIATES CORP.
767 Fifth Avenue - 47th Floor
New York, New York 10153
Telephone No. (212) 702-4300
Fax No. (212) 688-1158
May 11, 2000
Nabisco Group Holdings Corp.
c/o Blair Effron c/o Raymond McGuire
Managing Director Managing Director
Warburg Dillon Read LLC Morgan Stanley & Co. Incorporated
299 Park Avenue 1585 Broadway--35th Floor
New York, NY 10171 New York, NY 10036
Ladies and Gentlemen:
In conformity with your letter of April 24, 2000, we are hereby notifying
you that we wish to proceed to the next level of review of Nabisco Holdings
Corp. ('NA") and Nabisco Group Holdings Corp. ("NGH"). In that regard, please be
advised as follows:
1. Subject to additional diligence which would be performed by my legal and
financial staff and advisors as well as by The Industrial Bank of Japan, Limited
("IBJ") and others who may become involved at our request, we presently foresee
proposing a transaction which would yield NGH stockholders $22 in a combination
of cash and face amount of notes in return for each of their NGH shares.
Following the transaction, a new Icahn entity ("Newco") would own 100% of the
equity of NGH, which would at that time continue to own its interest in NA. At
our request, IBJ has already performed certain preliminary due diligence
functions and executed a confidentiality letter with NGH.
2. Our transaction calls for the refinancing of the debt of NA, which IBJ
envisions arranging on several levels and which, in IBJ's estimate, would yield
a net sum to NA (after repayment of existing debt) of approximately $3.4 billion
in additional cash. This cash would be distributed as a dividend to NA's
stockholders, including the public, and would yield approximately $2.7 billion
of cash to NGH.
3. Immediately thereafter, in a business combination involving NGH and
Newco, NGH stockholders, excluding Icahn related stockholders, who own an
aggregate of approximately 31.2 million NGH shares, would receive a combination
of cash and face amount of two-year, surviving company notes equaling $22 for
each share of NGH they then hold. The cash, which we estimate would come to
approximately $19 per NGH share, would be obtained from a combination of the
$2.7 billion received from the NA dividend and approximately $3 billion, which
will have been obtained from cash on hand at, and specific borrowings by Icahn
entities and contributed to Newco. The notes of the surviving company ("Notes"),
which we estimate would have a principal amount of
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May 11, 2000
Page 2
approximately $3 per NGH share, would be secured by the stock of NA (which would
be owned by Newco) and would carry an interest rate of approximately 14 % per
annum. Both principal and interest would be payable only at maturity. We believe
that the notes will be paid at maturity out of refinancing proceeds or out of a
sale of NA assets, in whole or in part.
4. Should the transaction be acceptable to NA and NGH, and assuming that
our continued diligence proves satisfactory, in our discretion and the
discretion of IBJ and other possible financing sources, we would be prepared to
act rapidly to enter into agreements, satisfactory to each party, and to the
closing of the transactions. We do not envision any required governmental
approvals other than the expiration of the Hart-Scott- Rodino waiting periods
which should present no issues. Furthermore, no public stockholders of any Icahn
entity will be required to approve the proposed transaction.
To date, the internal staff of Icahn entities has been involved in both the
legal and financial analysis involved in putting together this proposal. In
addition, as needed we have consulted with professionals outside of Icahn
personnel and we may, should we go further in this transaction, engage other
professionals to advise us and help complete the transaction. Any questions or
comments that you have regarding this proposal should be addressed to Carl C.
Icahn at (212) 702-4333.
Thank you for your cooperation in providing materials to us and to our
advisors in connection with our consideration of a possible NA and Nabisco Group
Holdings Corp.
Very truly yours,
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
By:________________________
Carl C. Icahn, Member
[Letter advising NGH financial advisors of Icahn desire to proceed to next
level of NGH review]
