SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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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
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
June 22, 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 ss.ss. 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
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
3
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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
4
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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, April 4, 2000, April 10, 2000, April 12, 2000, May 12, 2000 and June 21,
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 June 22, 2000, Carl C. Icahn delivered to Mr. Goldstone, Chairman of
NGH a letter (the "Letter"), in which Mr. Icahn enhanced his previous proposal
and made an alternate proposal for NGH.
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 Letter or otherwise.
This summary of the 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:
Carl C. Icahn has delivered the Letter referred to in Item 4. See the
response to Item 4, which is incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits
1. Letter from Mr. Icahn to Mr. Goldstone, Chairman of NGH, dated June 22,
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: June 22, 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. 9 to Schedule 13D with respect to
Nabisco Group Holdings Corp. ]
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