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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4)
of the Securities Exchange Act of 1934
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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)
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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.
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<PAGE>
7 Campus Drive
Parsippany, NJ 07054
[NABISCO LOGO]
News Release
Contact: Henry A. Sandbach
Nabisco, Inc.
(973) 682-7098
Edward Nebb
BSMG Worldwide
(212) 445-8213
NABISCO GROUP HOLDINGS URGES ICAHN
TO JOIN PROCESS FOR MAXIMIZING SHAREHOLDER VALUE
PARSIPPANY, NJ -- April 5, 2000 - Nabisco Group Holdings Corp. (NYSE:
NGH) said today that it had received a letter from Carl Icahn offering to
acquire all of the company's shares for $16.00 per share, subject to due
diligence by Icahn and his lending institutions. Previously, Icahn had offered
$13.00 per share for 30% of the company's shares.
As previously announced, the Nabisco Group Holdings Board of Directors
directed its management to explore all alternatives to maximize shareholder
value, including the sale of the company or the sale of Nabisco Group Holdings'
80.6% ownership interest in Nabisco Holdings Corp. (NYSE: NA).
The company sent a letter today to Mr. Icahn inviting him to join the
process currently being implemented by the company's financial advisors,
Warburg Dillon Read and Morgan Stanley Dean Witter, designed to achieve maximum
value for the company's shareholders. The company stated that its Board of
Directors will consider all bona fide proposals at the appropriate time.
If a tender offer is commenced, Nabisco Group Holding's stockholders
are urged to read the company's solicitation/recommendation statement in
response to that tender offer, which will contain important information. The
statement would be on file and available free of charge from the Securities and
Exchange Commission (http://www.sec.gov) and also from Nabisco Group Holdings'
proxy solicitor, MacKenzie Partners (800-322-2885 or
[email protected]).
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(Attachment: Letter to Carl C. Icahn)
<PAGE>
[NABISCO GROUP HOLDINGS LETTERHEAD]
7 Campus Drive
Parsippany, NJ 07054
April 5, 2000
Mr. Carl C. Icahn
767 Fifth Avenue
New York, NY 10153
Dear Carl:
Thank you for your letter of April 4th increasing your proposal to
$16.00 per share for all of NGH. We are pleased to see that you agree with our
Board judgment that your original partial offer of $13.00 per share was
inadequate.
As you know, the Board of Directors has directed the Company's
management to explore all alternatives to maximize shareholder value, including
the sale of the Company or the sale of the Company's 80.6% ownership interest
in Nabisco Holdings Corp. In that connection, the Company's financial advisors,
Warburg Dillon Read and Morgan Stanley Dean Witter, are commencing a process
aimed at assuring that our shareholders receive the greatest value possible for
their shares.
We would be pleased to welcome you to join in this process. We
encourage you to contact our financial advisors, who can send you a
confidentiality agreement and outline for you the procedures and schedule for
obtaining confidential information and presenting your bid. Our Board will
consider all bona fide proposals at the appropriate time.
Please contact either Blair Effron (212-821-2688) at Warburg Dillon
Read or David Jacobs (212-761-7643) at Morgan Stanley Dean Witter.
Very truly yours,
/s/ Steven F. Goldstone
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Steven F. Goldstone
Chairman
SFG:jag
