<PAGE>
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
NABISCO HOLDINGS CORP.
(Name of Registrant as Specified in Its Charter)
NABISCO HOLDINGS CORP.
(Name of Person(s) Filing Proxy Statement)
<TABLE>
<CAPTION>
Payment of Filing Fee (Check the appropriate box):
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
</TABLE>
<PAGE>
[NABISCO LOGO]
NABISCO HOLDINGS CORP.
7 CAMPUS DRIVE
PARSIPPANY, NJ 07054-0311
March 29, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Nabisco Holdings Corp. (the "Company"). The meeting will be held at 3:00 p.m.
(local time) on Monday, May 8, 2000 at the Hotel DuPont, 11th and Market
Streets, Wilmington, Delaware 19801.
Attendance at the Annual Meeting will be limited to stockholders (or their
authorized representatives) as of March 15, 2000, the record date, and to guests
of the Company. Admittance tickets will be required. If you are a stockholder
and plan to attend, you must request an admittance ticket by writing to the
Office of the Secretary at the address shown above. If your shares are not
registered in your own name, evidence of your stock ownership must accompany
your letter. You can obtain this evidence from your bank or brokerage firm,
typically in the form of your most recent monthly statement. An admittance
ticket will be held in your name at the registration desk, not mailed to you in
advance of the meeting. The auditorium will open at 2:30 p.m.
Please give these proxy materials careful attention. It is important that
your shares be represented and voted at the Annual Meeting regardless of the
size of your holdings. Accordingly, whether or not you plan to attend the Annual
Meeting, please complete, sign, date and return the accompanying proxy card in
the enclosed envelope in order to make certain that your shares will be
represented at the Annual Meeting.
Thank you for your support and continued interest in Nabisco.
Sincerely,
<TABLE>
<S> <C>
/s/ Steven F. Goldstone /s/ James M. Kilts
STEVEN F. GOLDSTONE JAMES M. KILTS
CHAIRMAN PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
IMPORTANT: YOUR PROXY CARD IS ENCLOSED IN THE
ADDRESS WINDOW OF THE ENVELOPE CONTAINING THIS MATERIAL.
<PAGE>
[NABISCO LOGO]
NABISCO HOLDINGS CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 2000
To the Stockholders:
The Annual Meeting of Stockholders of Nabisco Holdings Corp., a Delaware
corporation (the "Company"), will be held at the Hotel DuPont, 11th and Market
Streets, Wilmington, Delaware 19801 at 3:00 p.m. (local time) on Monday, May 8,
2000 for the following purposes:
1. To elect thirteen Directors to serve until the 2001 annual meeting
of stockholders and until their respective successors are duly elected and
qualified;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company's 2000 fiscal year; and
3. To transact such other business as may be properly brought before
the meeting and any adjournments or postponements thereof.
Only holders of record of the Company's Class A Common Stock and Class B
Common Stock as of the close of business on March 15, 2000 are entitled to
notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. A list of the stockholders may be examined for any
purpose germane to the meeting during the ten-day period preceding the date of
the meeting at the Hotel DuPont, 11th and Market Streets, Wilmington, Delaware
19801.
JAMES A. KIRKMAN III
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
PARSIPPANY, NEW JERSEY
MARCH 29, 2000
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.
<PAGE>
NABISCO HOLDINGS CORP.
7 CAMPUS DRIVE
PARSIPPANY, NEW JERSEY
07054-0311
PROXY STATEMENT
This Proxy Statement and enclosed form of proxy are being furnished
commencing on or about March 29, 2000 in connection with the solicitation by the
Board of Directors (the "Board") of Nabisco Holdings Corp., a Delaware
corporation (the "Company"), of proxies in the enclosed form for use at the
annual meeting of stockholders (the "Annual Meeting") to be held on May 8, 2000
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Any proxy given pursuant to this solicitation and received in time
for the Annual Meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted FOR the election of the nominees
listed below under the caption "Election of Directors--Information Concerning
the Nominees," FOR the ratification of the appointment of Deloitte & Touche LLP
as independent auditors for the Company's 2000 fiscal year and in the discretion
of the proxies named on the proxy card with respect to any other matters
properly brought before the Annual Meeting and any adjournments or postponements
thereof. Any proxy may be revoked by written notice received by the Secretary of
the Company at any time prior to the voting thereof by submitting a subsequent
proxy or by attending the Annual Meeting and voting in person.
A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF THE
BOARD TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE, which is postage-paid if mailed in the United States.
Only holders of record of the Company's voting securities as of the close of
business on March 15, 2000 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting and any adjournments or postponements thereof. As of
the Record Date, the following shares of voting securities were outstanding:
51,412,707 shares of Class A Common Stock, par value $.01 per share ("Class A
Common Stock"), and 213,250,000 shares of Class B Common Stock, par value $.01
per share ("Class B Common Stock").
Class A Common Stock and Class B Common Stock (collectively, the "Common
Stock") vote as a single class on all matters properly brought before the Annual
Meeting. Holders of Class A Common Stock and Class B Common Stock are entitled
to one (1) vote and ten (10) votes per share, respectively. The presence of the
holders of a majority in voting power of the Common Stock, represented at the
meeting in person or by proxy, will constitute a quorum. Shares represented by
proxies that are marked "abstain" will be counted as shares present for purposes
of determining the presence of a quorum on all matters. Proxies relating to
"street name" shares that are voted by brokers on some but not all of the
matters will be treated as shares present for purposes of determining the
presence of a quorum on all matters, but they will not be treated as shares
entitled to vote at the Annual Meeting on those matters as to which authority to
vote is withheld by the broker ("Broker Non-Votes"). The thirteen nominees
receiving the highest vote totals will be elected as Directors of the Company.
Accordingly, abstentions and Broker Non-Votes will not affect the outcome of the
election. All other matters to be voted on will be decided by a majority vote of
the shares represented at the Annual Meeting and entitled to vote. On any such
matter, an abstention will have the same effect as a negative vote, but, because
shares held by brokers will not be considered entitled to vote on matters as to
which the brokers withhold authority, a Broker Non-Vote will have no effect on
the outcome of the voting.
Securities and Exchange Commission (the "SEC") rules generally require that
the Company furnish its annual report to stockholders preceeding or accompanying
its proxy materials. However, if you are a stockholder of record, have the same
address as another stockholder of record and do not hold shares in nominee name,
you may wish to authorize the Company to discontinue sending more than one
annual report to the same address. You can eliminate such duplicate mailings by
marking the appropriate box on the proxy card for any account for which you do
not wish to receive annual reports. You will, however, continue to receive proxy
statements and proxy cards to vote the shares for all of your accounts.
<PAGE>
ITEM 1 -- ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES
At the upcoming Annual Meeting, a board of thirteen Directors will be
elected to hold office until the next Annual Meeting of stockholders and until
their successors have been elected and qualified. Directors are elected by a
plurality of the votes cast. Although management does not anticipate that any of
the persons named below will be unable or unwilling to stand for election, in
the event of such an occurrence, proxies may be voted for a substitute
designated by the Board. All of the Board's nominees are incumbent Directors of
the Company and its wholly-owned subsidiary, Nabisco, Inc. ("Nabisco"). Five of
the Board's nominees were elected to their present terms by the stockholders in
May 1999. Seven of the Board's nominees were elected by the Board in July 1999,
and one was elected by the Board in March 2000.
Background information about the Board's nominees for election is set forth
below. See "Security Ownership of Management" for information about the
nominees' holdings of equity securities issued by the Company and its
affiliates.
<TABLE>
<CAPTION>
YEAR
FIRST BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE ELECTED AND OTHER INFORMATION
- ---- --- ------- ------------------------------------------
<S> <C> <C> <C>
Herman Cain.................... 54 1995 Chairman of Godfather's Pizza, Inc. since 1988;
Chief Executive Officer and President of Digital
Restaurant Solutions since July 1999; previously
Chief Executive Officer of Godfather's Pizza from
1988 to December 1996; Chief Executive Officer and
President of National Restaurant Association from
December 1996 to June 1999. Member of the Boards
of UtiliCorp United and The Whirlpool Corporation.
John T. Chain, Jr.............. 65 1994 Chairman of Thomas Group, Inc. since May 1998 and
a member of the Board of Thomas Group, Inc. since
May 1995; President of Quarterdeck Equity
Partners, Inc., an investor in the defense
industry, since December 1996; previously Special
Assistant to the Chairman of Burlington Northern
Santa Fe Corporation ("Burlington Northern") from
November 1995 to March 1996; Executive Vice
President of Burlington Northern from 1991 to
November 1995. For more than five years prior
thereto, General (Commander-in-Chief, Strategic
Air Command) in the United States Air Force.
Member of the Boards of Nabisco Group Holdings
Corp. ("NGH"), Northrop Grumman Corporation, R.J.
Reynolds Tobacco Holdings, Inc. and Thomas Group,
Inc.
Julius L. Chambers............. 63 1999 Chancellor of North Carolina Central University
since 1993. For more than five years prior
thereto, Director-Counsel of the NAACP Legal
Defense and Educational Fund, Inc. Member of the
Board of NGH and of the Advisory Board of First
Union National Bank (Durham, NC).
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
YEAR
FIRST BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE ELECTED AND OTHER INFORMATION
- ---- --- ------- ------------------------------------------
<S> <C> <C> <C>
John L. Clendenin.............. 65 1999 Chairman of the Board and Chief Executive Officer
of BellSouth Corporation for more than five years
prior to retirement in December 1997. Member of
the Boards of Coca-Cola Enterprises Inc., Equifax
Inc., The Home Depot, Inc., The Kroger Company,
NGH, National Service Industries, Inc., Powerwave
Technologies, Inc., Springs Industries, Inc. and
Wachovia Corporation.
Steven F. Goldstone............ 54 1996 Chairman of the Company and of Nabisco since
January 1998; Chairman of NGH since May 1996;
previously Chief Executive Officer of NGH from
December 1995 to December 1999; President of NGH
from October 1995 to December 1999; General
Counsel of NGH from March to December 1995; prior
thereto Senior Partner with the law firm of Davis
Polk & Wardwell until October 1995 and for more
than five years prior thereto. Member (Chairman)
of the Board of NGH.
Ray J. Groves.................. 64 1999 Chairman of Legg Mason Merchant Banking, Inc.
since February 1995; previously Chairman and Chief
Executive Officer of the independent accounting
firm of Ernst & Young LLP until 1994 and for more
than five years prior thereto. Member of the
Boards of Allegheny Technologies Incorporated,
American Water Works Company, Inc., Boston
Scientific Corporation, Dominion Resources, Inc.,
Electronic Data Systems Corporation, Marsh &
McLennan Companies, Inc. and NGH.
David B. Jenkins............... 69 1995 Director of J. Sainsbury International from
January 1994 to September 1995; Chairman and Chief
Executive Officer of Shaw's Supermarkets, Inc.
from 1982 to retirement in December 1993. Member
of the Boards of A.A.I. Foster Grant, Citizens
Capital, Inc., KaBloom Ltd. (Chairman) and NGH.
Nancy Karch.................... 52 2000 Member, McKinsey & Company, Inc., Advisory Council
since January 2000; previously Senior Partner and
Director of McKinsey & Company, Inc., an
international consulting firm, for more than five
years prior to retirement in December 1999. Member
of the Boards of Liz Claiborne, Inc. and NGH.
James M. Kilts................. 52 1998 President and Chief Executive Officer of the
Company and of Nabisco since January 1998; Chief
Executive Officer and President of NGH since
December 1999; prior thereto Executive Vice
President - Worldwide Food of Philip Morris
Companies from January 1994 to March 1997;
President of Kraft USA from 1989 to 1994. Member
of the Boards of May Department Stores Company,
NGH and The Whirlpool Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
YEAR
FIRST BUSINESS EXPERIENCE DURING PAST FIVE YEARS
NAME AGE ELECTED AND OTHER INFORMATION
- ---- --- ------- ------------------------------------------
<S> <C> <C> <C>
Fred H. Langhammer............. 56 1999 President of The Estee Lauder Companies Inc.
("Estee Lauder") since 1995 and Chief Executive
Officer of Estee Lauder since January 2000;
previously Chief Operating Officer of Estee Lauder
from 1985 to 1999 and Executive Vice President of
Estee Lauder from 1985 to 1995. Member of the
Boards of Estee Lauder, NGH and RSL
Communications, Ltd.
H. Eugene Lockhart............. 50 1999 [current title]; prior thereto President of
Consumer Services of AT&T Corp. ("AT&T") from July
1999 to February 2000; Executive Vice President
and Chief Marketing Officer of AT&T from February
1999 to June 1999; President of Global Retail
Banking of BankAmerica Corp. from May 1997 to
October 1998; President and Chief Executive
Officer of MasterCard International Incorporated
from 1994 to May 1997; Executive Vice President of
First Manhattan Co. from 1992 to 1994. Member of
the Boards of First Republic Bank, IMS Health
Corporation and NGH.
Theodore E. Martin............. 60 1999 Chief Executive Officer, President and Director of
Barnes Group Inc. ("Barnes Group") from 1995 until
retirement in December 1998; previously Executive
Vice President - Operations and Director of Barnes
Group from 1993 to 1995. Member of the Boards of
Ingersoll-Rand Company, NGH, PE Corporation and
Unisys Corporation.
Rozanne L. Ridgway............. 64 1999 Co-Chair of the Atlantic Council of the United
States ("Atlantic Council") from 1993 until
retirement in 1996; President of the Atlantic
Council from 1989 through 1992; prior thereto
Assistant Secretary of State for European and
Canadian Affairs from 1985 to 1989. Member of the
Boards of Bell Atlantic Corporation, The Boeing
Company, Emerson Electric Co., Minnesota Mining
and Manufacturing Company, NGH, Sara Lee
Corporation and Union Carbide Corp.
</TABLE>
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH
NOMINEE FOR DIRECTOR NAMED ABOVE.
MEETINGS AND COMMITTEES OF THE BOARD
The Board met six times during the 1999 fiscal year. During 1999, all then
incumbent Directors attended at least 75% of the meetings of the Board and the
Board Committees on which they served except Mr. Chambers, who attended 71% of
the meetings of the Board and the Board Committees on which he served.
Mr. Chambers joined the Board in July 1999 and missed only one Board meeting out
of the four Board meetings held during the time that he served on the Board
during the last fiscal year and the Committee meeting associated therewith. Due
to his short tenure on the Board, this absence resulted in attendance below the
75% threshold.
4
<PAGE>
The standing committees of the Board are the Executive Committee, the Audit
Committee, the Compensation Committee, and the Corporate Governance and
Nominating Committee.
EXECUTIVE COMMITTEE. The Executive Committee has authority to act for the
Board on most matters during intervals between Board meetings. The Executive
Committee, whose current members are General Chain and Messrs. Goldstone
(Chair), Groves and Kilts, met twice during the 1999 fiscal year.
AUDIT COMMITTEE. The Audit Committee reviews the adequacy of the Company's
internal system of accounting controls, confers with the independent auditors
and the internal auditors concerning their examination of the books and records
of the Company and its subsidiaries, reviews actions taken to ensure compliance
with the Company's Code of Conduct, recommends to the Board the appointment of
independent auditors and considers other appropriate matters regarding the
financial affairs of the Company and its subsidiaries. The Audit Committee,
whose current members are Messrs. Cain, Chambers, Groves (Chair), Langhammer and
Lockhart, held five meetings during the 1999 fiscal year.
COMPENSATION COMMITTEE. The Compensation Committee makes recommendations to
the Board with respect to compensation and grants of stock options to management
employees. In addition, the Compensation Committee administers plans and
programs relating to employee benefits, incentives and compensation. The
Compensation Committee, whose current members are General Chain (Chair), Mr.
Clendenin, Ms. Koplovitz and Ms. Ridgway, met five times during the 1999 fiscal
year.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. The Corporate Governance and
Nominating Committee has responsibility for recruiting and nominating new
directors and for corporate governance issues, including Board self-evaluation
and chief executive officer evaluation. Only outside directors are eligible to
serve on this committee. The Corporate Governance and Nominating Committee,
whose current members are Messrs. Jenkins and Martin and Ms. Ridgway (Chair),
held two meetings during the 1999 fiscal year.
The Corporate Governance and Nominating Committee will consider suggestions
for Board nominees made by stockholders. A stockholder may recommend a person
for nomination to the Board at the 2001 annual meeting of stockholders by giving
notice thereof and providing certain information set forth in the Company's
By-Laws, in writing, to the Secretary of the Company at 7 Campus Drive,
Parsippany, NJ 07054-0311 for receipt between October 30, 2000 and November 29,
2000.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of March 15, 2000,
regarding the beneficial ownership of (i) Class A Common Stock and (ii) common
stock, par value $.01 per share, of NGH ("NGH Common Stock"), by each director
of the Company, by each of the five most highly compensated executive officers
of the Company during the last fiscal year and by all directors and executive
officers of the Company as a group. Except as otherwise noted, the persons named
in the table below do not own any other capital stock of the Company or any of
its parents or subsidiaries and have sole voting investment power for all
securities for which they are shown as beneficial owner.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF CLASS A "NA" PERCENT OF OF NGH PERCENT OF
COMMON STOCK CLASS A "NA" COMMON STOCK NGH
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED COMMON STOCK
- ---------------------------------- ------------------ -------------- ------------------ ------------
<S> <C> <C> <C> <C>
(1)(2)(3) (1) (1)(4)
Herman Cain(2).................... 10,300 * 0 *
John T. Chain, Jr.(2)(4).......... 11,300 * 21,836 *
Julius L. Chambers................ 0 * 19,865 *
John L. Clendenin................. 500 * 20,289 *
Douglas R. Conant(2)(4)........... 215,903 0.4182% 36,000 *
Steven F. Goldstone(2)(4)......... 474,981 0.9157% 3,237,852 0.9828%
Ray J. Groves..................... 0 * 19,164 *
James E. Healey(4)................ 3,000 * 29,000 *
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF CLASS A "NA" PERCENT OF OF NGH PERCENT OF
COMMON STOCK CLASS A "NA" COMMON STOCK NGH
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED COMMON STOCK
- ---------------------------------- ------------------ -------------- ------------------ ------------
<S> <C> <C> <C> <C>
(1)(2)(3) (1) (1)(4)
David B. Jenkins(2)............... 11,900 * 0 *
Nancy Karch(5).................... 0 * 0 *
James M. Kilts(3)(4).............. 11,000 * 256,813 *
Kay Koplovitz(2)(3)............... 10,400 * 0 *
Fred H. Langhammer................ 0 * 11,650 *
Richard H. Lenny(4)............... 4,225 * 43,000 *
H. Eugene Lockhart................ 0 * 13,928 *
Theodore E. Martin................ 0 * 12,883 *
Rozanne L. Ridgway................ 0 * 10,493 *
C. Michael Sayeau................. 230,719 0.4468% 28,046 *
All Directors and Officers as a
Group(2)(3)(4).................. 1,673,076 3.1541% 3,944,476 1.1959%
</TABLE>
- ------------------------
* Less than 0.1%
1) For purposes of this table, a person or group of persons is deemed to be the
"beneficial owner" of any shares that such person has the right to acquire
within 60 days. For purposes of computing the percentage of outstanding
shares held by each person or group of persons named above on a given date,
any security that such persons or persons has the right to acquire within
60 days is deemed to be outstanding, but it is not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person.
2) The number of shares of Class A Common Stock beneficially owned includes
shares subject to currently exercisable options in the following amounts;
(i) 10,300 shares for each of General Chain and Messrs. Cain and Jenkins;
(ii) 214,852 shares for Mr. Conant; (iii) 460,000 shares for Mr. Goldstone;
(iv) 10,400 shares for Ms. Koplovitz; (v) 229,718 shares for Mr. Sayeau; and
(vi) 1,630,858 shares for all directors and executive officers as a group.
3) The number of shares of Class A Common Stock beneficially owned does not
include units issued in the following amounts; (i) 46,200 units to Mr.
Conant; (ii) 17,500 units to Mr. Healey; (iii) 110,000 units to Mr. Kilts;
(iv) 6,797 units for Ms. Koplovitz; (v) 38,500 units for Mr. Lenny; 39,000
units for Mr. Sayeau; and (vii) 405,726 units to all directors and executive
officers as a group. The units issued to Ms. Koplovitz are common stock
equivalents and were received as deferred compensation. The units issued to
the officers are equivalents to restricted stock grants and were received as
deferred equity incentives.
4) The number of shares of NGH Common Stock beneficially owned includes shares
subject to currently exercisable options in the following amounts;
(i) 19,836 shares for each of General Chain and Messrs. Chambers and
Clendenin; (ii) 3,021,323 shares for Mr. Goldstone; (iii) 256,813 shares for
Mr. Kilts and (iv) 3,404,327 shares for all directors and executive officers
as a group. The number of shares of NGH Common Stock beneficially owned does
not include the following deferred units, which are common stock equivalents
received as equity incentives or as deferred and other compensation:
(i) 6,848 units for each of General Chain, Mr. Chambers and Ms. Ridgway;
(ii) 15,966 units for Mr. Clendenin; (iii) 24,204 units for Mr. Groves;
(iv) 7,651 units for Mr. Langhammer; (v) 11,027 units for Mr. Lockhart;
(vi) 13,327 units for Mr. Martin; and (vii) 92,719 units to all directors
and officers as a group.
5) Until December 31, 1999 and for more than five years prior thereto,
Ms. Karch was a Senior Partner and Director of McKinsey & Company, Inc., an
international consulting firm. McKinsey & Company, Inc. has, from time to
time, provided consulting services to the Company and its affiliates during
the past few years, for which the consulting firm has been paid usual and
customary fees.
6
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
the Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities to file initial statements
of beneficial ownership (Form 3), and statements of changes in beneficial
ownership (Forms 4 or 5) of Common Stock and other equity securities of the
Company with the SEC and The New York Stock Exchange, Inc. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all such forms they file.
Based solely on a review of the copies of the forms that it has received,
and on written representations from certain reporting persons that no additional
forms were required, the Company believes that its officers, directors and
greater than 10% beneficial owners complied with all of these filing
requirements in 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of March 15, 2000,
regarding the beneficial ownership of persons known to the Company to be the
beneficial owners of more than 5% of any class of the Company's voting
securities. The information was obtained from Company records and information
supplied by the stockholders, including information on Schedule 13G. Except as
otherwise noted, the persons named in the table below have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------- -------------------------------------------------- ------------------ --------
<S> <C> <C> <C>
Class A Southeastern Asset Management, Inc.(1) 6,742,500 13.1%
Common Stock 6410 Poplar Avenue
Suite 900
Memphis, TN 38119
Class A FMR Corp.(2) 6,381,980 12.423%
Common Stock 82 Devonshire Street
Boston, MA 02109
Class A Massachusetts Financial Services Company(3) 3,629,445 7.1%
Common Stock 500 Boylston Street
Boston, MA 02116
Class A John A. Levin & Co., Inc.(4) 3,319,650 6.5%
Common Stock One Rockefeller Plaza
New York, NY 10020
Class A Marsh & McLennan Companies, Inc.(5) 3,061,621 6%
Common Stock 1166 Avenue of the Americas
New York, NY 10036 and
Putnam Investments, Inc.(5)
One Post Office Square
Boston, MA 02109
Class A Harris Associates L.P.(6) 2,819,700 5.49%
Common Stock Two North LaSalle Street,
Suite 500
Chicago, IL 60602-3790
Class A Neuberger Berman, Inc.(7) 2,672,476 5.2%
Common Stock 605 Third Avenue
New York, NY 10158-3698
Class B Nabisco Group Holdings Corp.(8) 213,250,000 100%
Common Stock 7 Campus Drive
Parsippany, NJ 07054-0311
</TABLE>
7
<PAGE>
- ------------------------
(1) According to the Schedule 13G filed with the SEC on March 10, 2000 by
Southeastern Asset Management, Inc. ("Southeastern"), Southeastern is the
beneficial owner of 6,742,500 shares of Class A Common Stock. Southeastern
has sole voting power over 5,560,000 of these shares, and no voting power
over 1,182,500 of these shares. Southeastern has sole dispositive power over
6,719,500 of these shares, and no dispositive power over 23,000 of these
shares.
(2) On February 11, 2000, FMR Corp. ("FMR"), Edward C. Johnson 3d, Abigail P.
Johnson and Fidelity Management & Research Company ("FMRC") jointly filed a
Schedule 13G with the SEC. According to the Schedule 13G, FMRC, a
wholly-owned subsidiary of FMR, is the beneficial owner of 5,778,130 shares
of Class A Common Stock, as investment advisor to various registered
investment companies (the "Funds"). Edward C. Johnson 3d, FMR and the Funds
each has sole dispositive power, and the Funds have sole power to vote, the
5,778,130 shares owned by the Funds. Fidelity International Limited ("FIL")
is the beneficial owner of 61,100 shares of Class A Common Stock. FIL has
sole dispositive power over these shares, sole voting power over 22,100 of
these shares and no voting power over 39,000 of these shares. As investment
manager of institutional accounts, Fidelity Management Trust Company, a
wholly-owned subsidiary of FMR, is the beneficial owner of 542,750 shares of
Class A Common Stock. Edward C. Johnson 3d and FMR each has sole dispositive
power over these shares, sole voting power over 240,250 of these shares and
no voting power over 302,500 of these shares.
(3) According to the Schedule 13G filed with the SEC on February 10, 2000,
Massachusetts Financial Services Company has sole voting power over
3,501,445 shares of Class A Common Stock and sole dispositive power over
3,629,445 shares of Class A Common Stock.
(4) According to the Schedule 13G filed jointly with the SEC by John A. Levin &
Co., Inc. ("Levin & Co.") and Baker, Fentress & Company ("Baker Fentress")
on February 14, 2000, Levin & Co., an indirect wholly-owned subsidiary of
Baker Fentress, is the beneficial owner of 3,319,650 shares of Class A
Common Stock, which it holds for the accounts of its investment advisory
clients. Levin & Co. has sole voting and dispositive power over 34,500 of
these shares.
(5) According to the Schedule 13G filed jointly by Marsh & McLennan Companies,
Inc. ("MMC"), Putnam Investments, Inc. ("PI", a wholly-owned subsidiary of
MMC), Putnam Investment Management, Inc. ("PIM") and Putnam Advisory
Company, Inc., ("PAC"), none of MMC, PI, PIM or PAC have sole voting or sole
dispositive power over any of these shares. PI and PAC have shared voting
power over 6,500 of these shares. PI has shared dispositive power over all
3,061,621 of these shares. PIM has shared dispositive power over 3,030,721
of these shares. PAC has shared dispositive power over 30,900 of these
shares.
(6) According to the Schedule 13G filed jointly with the SEC on February 7, 2000
by Harris Associates L.P. ("Harris") and Harris Associates Inc., Harris, of
which Harris Associates Inc. is the general partner, may be deemed the
beneficial owner of 2,819,700 shares of Class A Common Stock by reason of
advisory and other relationships with the owners of these shares. Harris has
sole voting power over none of these shares and sole dispositive power over
446,400 of these shares.
(7) According to the Schedule 13G filed with the SEC on February 3, 2000,
Neuberger Berman, Inc. and/ or its subsidiaries is deemed the beneficial
owner of 2,672,476 shares of Class A Common Stock and has sole voting power
over 78,776 of these shares and sole dispositive power over none of these
shares.
(8) NGH is the beneficial owner of all 213,250,000 outstanding shares of
Class B Common Stock, which account for approximately 80.6% of the economic
interest in the Company and 97.6% of the combined voting power of its
outstanding Common Stock. Because each of these shares is immediately
convertible into a share of Class A Common Stock at the option of the
holder, NGH is also deemed to be the beneficial owner of the same number of
shares of Class A Common Stock. Upon such conversion, these shares would
account for 80.6% of the economic interest in the Company and 80.6% of the
voting power of the outstanding Common Stock. NGH has voting and investment
power over these shares. See "Relationship and Transactions with Nabisco
Group Holdings Corp." below for certain recent developments.
8
<PAGE>
ITEM 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to stockholder ratification, the Board has appointed the firm of
Deloitte & Touche LLP ("Deloitte & Touche") as independent auditors for the
fiscal year ending December 31, 2000 and until their successors are selected.
The appointment was made upon the recommendation of the Audit Committee, which
is comprised of Directors who are not employees of the Company or its
subsidiaries.
EXECUTIVE COMPENSATION
SUMMARY
The following pages describe the components of the total compensation of the
five most highly compensated executive officers (as defined under SEC rules) of
the Company at the end of the last completed fiscal year. The principal
components of such individuals' current cash compensation are the annual base
salary and bonus included in the Summary Compensation Table. The bonus amounts
represent amounts that the Compensation Committee and the Board approved for
each named individual based on Company performance for the applicable year. The
long-term compensation shown in the Summary Compensation Table was provided
under the Company's 1994 Long-Term Incentive Plan (the "Nabisco LTIP") and, in
some cases, under Nabisco Group Holdings' 1990 Long-Term Incentive Plan (the
"NGH LTIP") as described below. Also described below is the future compensation
such individuals may receive under the Company's retirement plans or, following
termination of employment under certain circumstances, under individual
employment agreements.
SUMMARY COMPENSATION TABLE
The following table presents certain specific information regarding the
compensation of the five most highly compensated executive officers of the
Company.
ANNUAL COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------- --------------------------------------
LONG-
OTHER TERM
AGGREGATE ANNUAL RESTRICTED SECURITIES UNDERLYING PAYOUTS ALL OTHER
NAME & PRINCIPAL YEAR BASE SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS AWARDED INCENTIVE COMPENSATION
POSITION (1) ($) ($)(2) ($)(4) ($)(5) (#)(6) ($) ($)(8)
- ---------------- ---- ----------- -------- ------------ ------------- --------------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James M. Kilts...... 1999 $900,000 $--(3) $108,302 $ 7,293,438 400,000(NA) $ -- $ 46,210
President & Chief 900,000 765,000 132,832 2,396,875 500,000(NGH) -- 49,435
Executive Officer 1998 415,000(NA)
389,111(NGH)(7)
Richard H. Lenny.... 1999 463,889 640,833 94,068 570,938 110,000(NA) -- 18,275
President, Nabisco 1998 380,048 335,000 54,905 448,750 200,000(NGH) -- 160,625
Biscuit Company 60,000(NA)
Douglas R. Conant... 1999 371,667 645,500 55,467 489,375 65,000(NA) -- 18,395
President, Nabisco 1998 345,833 239,000 54,441 18,435 175,000(NGH) -- 12,835
Foods Company 1997 325,000 82,000 53,768 -- 60,000(NA) 632,000 16,770
65,000(NA)
James E. Healey..... 1999 360,000 518,333 56,509 326,250 65,000(NA) -- 16,080
Executive Vice 1998 325,000 220,000 55,301 -- 150,000(NGH) -- 8,019
President & Chief 1997 189,583 111,000 30,788 -- 45,000(NA) -- 51,188
Financial Officer 55,000(NA)
C. Michael Sayeau... 1999 325,000 448,000 57,763 326,250 65,000(NA) -- 15,450
Executive Vice 1998 300,000 190,000 56,050 -- 125,000(NGH) -- 14,310
President & Chief 1997 300,000 177,000 55,141 -- 45,000(NA) 711,000 14,730
Personnel Officer 55,000(NA)
</TABLE>
9
<PAGE>
- ------------------------
(1) Mr. Kilts and Mr. Lenny were not executive officers of the Company prior to
1998.
(2) The 1999 bonus amounts shown in the table for Messrs. Lenny, Conant, Healey
and Sayeau were based on a combination of the Company's financial objectives
and individual performance objectives. The 1999 bonus amounts shown in the
table for Messrs. Lenny, Conant, Healey and Sayeau also include a retention
bonus ($240,833 for Mr. Lenny, $192,500 for Mr. Conant, $173,333 for
Mr. Healey and $160,000 for Mr. Sayeau) for the 1998 Retention Program which
was cancelled on June 30, 1999 and replaced with the 1999 Retention Program.
As part of the 1999 Retention Program, one-third of the projected 1998 award
was paid out in January, 2000 in respect of 1999.
(3) In lieu of paying Mr. Kilts a bonus for 1999, the Board approved an
arrangement under which the Company entered into a split-dollar life
insurance agreement with Mr. Kilts. The amount of Mr. Kilts' forgone bonus
for 1999 was $1,141,000.
(4) The 1999 amounts shown in the table for Messrs. Kilts, Lenny, Conant, Healey
and Sayeau include amounts attributable to their participation in the
Company's executive perquisite program, which provides each of them with
supplemental insurance, a leased automobile and an annual allowance ($54,750
for Mr. Kilts, $47,500 for Mr. Lenny, $40,000 for Mr. Conant, $40,000 for
Mr. Healey and $40,000 for Mr. Sayeau), which may be used to reimburse
miscellaneous expenses and, to the extent not so used, is paid in cash. The
supplemental insurance consists of medical, dental, business travel
accident, and, to the extent elected, life, automobile and personal
liability insurance. The amount shown in the table for Mr. Kilts for 1999
also includes certain income tax liabilities related to his life insurance
policy, which liabilities were reimbursed by the Company to Mr. Kilts. The
amount shown in the table for Mr. Lenny also includes the Company's
reimbursement to Mr. Lenny for certain country club initiation fees
($25,000).
(5) The 1999 amount shown in the table for Mr. Kilts includes $5,335,938 which
represents 125,000 contingent performance shares. Such grant to Mr. Kilts
has a three-year term and the shares will vest only if Mr. Kilts remains
employed through December 31, 2001 and the Nabisco stock price averages at
least $57.00 for any consecutive 30-day period before December 31, 2001. The
award may be paid in either shares of Class A Common Stock or cash. The
balance of the 1999 amount for Mr. Kilts and 1999 amounts shown in the table
for Messrs. Lenny, Conant, Healey and Sayeau represent restricted stock
units made in respect of the 1999 fiscal year under the Nabisco LTIP. These
grants will vest in generally equal installments beginning three years after
grant, subject to continued employment, and are payable in either shares of
Class A Common Stock or cash. The 1998 amounts shown in the table for
Messrs. Kilts and Lenny represent restricted stock grants made in respect of
the 1998 fiscal year under the Nabisco LTIP. The 1998 amount shown in the
table for Mr. Conant represents a portion of his 1998 annual bonus that was
paid to him in 1999 in the form of approximately 415.435 restricted stock
units that are scheduled to vest on December 31, 2000. As of December 31,
1999, the value of the number of shares of Class A Common Stock equal to the
number of units and/or performance shares held by the named executive
officers are as follows: Mr. Kilts (235,000 units), $7,431,875; Mr. Lenny
(27,500 units), $869,688; Mr. Conant (37,415.435 units), $1,183,263;
Mr. Healey (10,000 units), $316,250 and Mr. Sayeau (32,000 units),
$1,012,000. Dividend equivalents are paid on the grants, other than grants
of contingent performance shares, in the same manner as dividends are paid
on Class A Common Stock.
(6) The grants shown in the table reflect the number of shares subject to
options to purchase Class A Common Stock and NGH Common Stock granted to the
named executive officers under the Nabisco LTIP and the NGH LTIP,
respectively. NA refers to Class A Common Stock; NGH refers to NGH Common
Stock.
(7) Reflects equitable adjustment of NGH options in the Distribution noted
below. See "Relationship and Transactions with Nabisco Group Holdings Corp."
below.
10
<PAGE>
(8) The amounts shown in the table reflect Company contributions made on behalf
of the named individuals under the Company's qualified and non-qualified
defined contribution plans. The following is a breakout of the 1999 amounts:
<TABLE>
<CAPTION>
COMPANY MATCHING COMPANY
CONTRIBUTION CONTRIBUTION
NAME (QUALIFIED PLAN) (NON-QUALIFIED PLAN)
- ---- ---------------- --------------------
<S> <C> <C>
James M. Kilts............................. $3,900 $22,200
Richard H. Lenny........................... 4,800 13,475
Douglas R. Conant.......................... 4,800 13,595
James E. Healey............................ 4,800 11,280
C. Michael Sayeau.......................... 4,800 10,650
</TABLE>
The amount shown in the table for Mr. Kilts for 1999 also includes $20,110,
which was the 1999 premium for certain Company-paid insurance policies.
LONG-TERM INCENTIVE COMPENSATION
The Company seeks to insure that a significant portion of executives'
compensation is tied to the price performance of Class A Common Stock and to
quantifiable measures of the Company's operational performance. The regular
long-term incentive grant for 1999 for all of the named participating executive
officers was made in the form of options to purchase Class A Common Stock.
The following table identifies the grants of stock options made to the named
executive officers in 1999 under the Nabisco LTIP and the NGH LTIP. All of the
stock options identified on the following table have exercise prices equal to
the per-share fair market value of the covered securities on the date of grant.
OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED TO
UNDERLYING EMPLOYEES GRANT DATE
OPTIONS GRANTED IN FISCAL YEAR EXERCISE PRICE PRESENT VALUE
NAME (#)(1)(2) (%)(3) ($/SHARE) EXPIRATION DATE ($)(4)
- ---- -------------------- ------------------ -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Mr. Kilts............ 400,000 (NA) 11.12% $42.813 2/10/09 $5,596,000
500,000 (NGH) 16.75% 20.125 7/14/09 3,215,000
Mr. Lenny............ 110,000 (NA) 3.06% 42.813 2/10/09 1,538,900
200,000 (NGH) 6.70% 20.125 7/14/09 1,286,000
Mr. Conant........... 65,000 (NA) 1.81% 42.813 2/10/09 909,350
175,000 (NGH) 5.86% 20.125 7/14/09 1,125,250
Mr. Healey........... 65,000 (NA) 1.81% 42.813 2/10/09 909,350
150,000 (NGH) 5.03% 20.125 7/14/09 964,500
Mr. Sayeau........... 65,000 (NA) 1.81% 42.813 2/10/09 909,350
125,000 (NGH) 4.19% 20.125 7/14/09 803,750
</TABLE>
- ------------------------
(1) NA refers to Class A Common Stock; NGH refers to NGH Common Stock.
(2) The NA stock options vest over three years in accordance with the following
schedule: 33% on each of the first and second January 1 following the date
of grant and 34% on the third January 1 following the date of grant, and are
not exercisable until the third anniversary of the date of grant. The NGH
stock options vest over three years in accordance with the following
schedule: 33% on each of the first and second anniversary of the date of
grant and 34% on the third anniversary of the date of grant, and
11
<PAGE>
are exercisable after each installment. All stock options have terms of
10 years from the date of grant, subject to earlier cancellation in certain
circumstances.
(3) The percentages shown in this column represent the percentage of all options
to purchase Class A Common Stock and NGH Common Stock granted in 1999 under
the Nabisco LTIP and the NGH LTIP, respectively.
(4) The grant date present values shown in the table were determined pursuant to
the Black-Scholes option valuation model using the following assumptions:
(i) for options on Class A Common Stock, stock price volatility of .2830,
dividend yield of 1.65%; a 7 year term and an interest rate of 4.62%; and
(ii) for options on NGH Common Stock, stock price volatility of .2830,
dividend yield of 1.81%, a 7 year term and an interest rate of 4.62%.
The following table provides information relating to the number and value of
shares of Class A Common Stock and NGH Common Stock subject to options held by
the named executive officers as of December 31, 1999. There were no stock option
exercises during 1999 by any of the named individuals.
AGGREGATED OPTION VALUES AT FISCAL YEAR-END (12/31/99)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED,
UNEXERCISED OPTIONS HELD AT IN-THE-MONEY OPTIONS
FY-END (#)(1)(2) HELD AT FY-END ($)(4)
------------------------------------ ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mr. Kilts...................... --128,407(NGH)(3) 815,000(NA) -- --
760,704(NGH) -- --
Mr. Lenny...................... -- 170,000(NA) -- --
-- 200,000(NGH) -- --
Mr. Conant..................... 149,852(NA) 190,000(NA) $282,247 --
-- 175,000(NGH) -- --
Mr. Healey..................... -- 165,000(NA) -- --
-- 150,000(NGH) -- --
Mr. Sayeau..................... 174,718(NA) 165,000(NA) $924,241 --
-- 125,000(NGH) -- --
</TABLE>
- ------------------------
(1) NA refers to Class A Common Stock; NGH refers to NGH Common Stock.
(2) Some of the unexercisable NA stock options are vested.
(3) Reflects equitable adjustment of NGH options in the Distribution noted
below. See "Relationship and Transactions with Nabisco Group Holdings Corp."
below.
(4) Calculated based on the excess of the fair market value on December 31, 1999
of Class A Common Stock ($31.625) and NGH Common Stock ($10.625),
respectively.
RETIREMENT PLANS
The named executive officers participate in noncontributory defined benefit
retirement plans maintained by the Company or its subsidiaries (the "Retirement
Plans"). Retirement benefits for Messrs. Kilts, Lenny, Conant, Healey and Sayeau
are determined under a noncontributory qualified defined benefit plan maintained
by the Company that has no Social Security offset. Mr. Kilts' employment
agreement provides him with a minimum annual pension equal to $200,000 (payable
as a single life annuity beginning at age 60) if he completes five years of
service or if he is involuntarily terminated prior thereto. In the event
12
<PAGE>
that Mr. Kilts' benefits under the Retirement Plans are less than the minimum
pension, Mr. Kilts will receive a supplemental pension from the Company. The
following table shows the estimated annual benefits payable under the Plan. The
retirement benefits shown are based on retirement at age 65 and the payment of a
single-life annuity to the participant.
ESTIMATED ANNUAL RETIREMENT BENEFITS
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
AVERAGE FINAL COMPENSATION 10 15 20 25 30
-------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 400,000.................... 68,337 94,076 117,640 137,034 152,078
500,000.................... 85,736 117,999 147,544 171,832 190,682
600,000.................... 103,135 141,923 177,449 206,629 229,286
800,000.................... 137,933 189,770 237,257 276,225 306,493
1,000,000.................... 172,730 237,617 297,066 345,820 383,701
1,200,000.................... 207,528 285,464 356,874 415,416 460,908
1,400,000.................... 242,326 333,310 416,683 485,011 538,116
1,600,000.................... 277,124 381,157 476,492 554,607 615,323
1,800,000.................... 311,921 429,004 536,300 624,202 692,531
2,000,000.................... 346,719 476,851 596,109 693,798 769,738
</TABLE>
For Plan purposes, compensation includes base salary, annual bonus (in the
year earned) and certain other payments. "Average Final Compensation" under the
Plan is determined by considering the 36 consecutive months that yield the
highest average annual compensation during the participant's last 60 months of
service. If the participant has fewer than 36 months of service, all months are
considered. Average Final Compensation as of December 31, 1999 was: for
Mr. Kilts, $1,855,542; for Mr. Lenny, $823,480; for Mr. Conant, $606,333; for
Mr. Healey, $594,552; and for Mr. Sayeau, $526,667. The estimated years of
credited service (rounded to the nearest year) at age 65 were for
Mr. Kilts, 15; for Mr. Lenny, 19; for Mr. Conant, 24; for Mr. Healey, 9; and for
Mr. Sayeau, 27.
AGREEMENTS WITH CERTAIN OFFICERS
Mr. Kilts is a party to an employment agreement with the Company, Nabisco,
Inc. and NGH pursuant to which Mr. Kilts serves as President and Chief Executive
Officer of the Company, Nabisco, Inc. and NGH and as a member of the Board of
Directors of the Company, Nabisco, Inc. and NGH. Pursuant to the employment
agreement, Mr. Kilts is entitled to receive an annual base salary of at least
$1,000,000 per year and is eligible for an annual target bonus opportunity of
not less than 100% of his base salary for the relevant year. Upon his completion
of five years of active service (or certain earlier involuntary terminations of
employment), Mr. Kilts is entitled to a minimum annual pension of $200,000
(payable generally as a single life annuity beginning at age 60). Under the
employment agreement, the Company also provides Mr. Kilts with life insurance,
on a tax-reimbursed basis, with a face amount of $1 million and will provide Mr.
Kilts with retiree medical coverage (with a minimum of 10 years credited
service) upon his retirement or after age 55.
The employment agreement provides that if Mr. Kilts' employment is
terminated without "cause" or if Mr. Kilts terminates his employment for "good
reason", then he will be entitled to two times his annual salary and annual
target bonus opportunity, payable over three years and benefit continuation for
three years (provided that, in the event of such a termination within
twenty-four months following a change of control, Mr. Kilts will be entitled to
three times such salary and bonus payable in a lump sum and certain enhanced
benefits) and annual incentive awards will vest pro-rata and be paid in a lump
sum. In addition, Mr. Kilts will be entitled to certain other benefits,
including the lapse of restrictions on restricted stock and the vesting of all
outstanding stock options under the Nabisco LTIP or the NGH LTIP and a
predecessor plan. "Cause" includes a crime involving moral turpitude or
misconduct materially damaging to the
13
<PAGE>
Company, Nabisco, Inc. or NGH. "Good reason" includes a reduction in Mr. Kilts'
responsibilities, a reduction in his salary or certain incentive opportunities,
relocation, or a change of control or divestiture of the Company or Nabisco,
Inc. following which the Chairman of the Company is anyone other than the
immediately prior Chairman of NGH. Compensation continuance is based on the
highest annual rate of salary in effect prior to termination or a change of
control and the higher of the current target incentive award opportunity for the
calendar year in which employment terminates or a change of control occurs, or,
if higher, the actual award for the prior year. If a "parachute" excise tax is
imposed on any payments to Mr. Kilts, he will be entitled to tax reimbursement
payments.
Each of Messrs. Lenny, Conant, Healey and Sayeau is a party to an employment
agreement with the Company, Nabisco, Inc. and NGH which provides that if the
executive's employment is involuntarily terminated other than for "cause" or if
the executive terminates his employment for "good reason", he will be entitled
to two years base salary plus bonus, payable over three years and benefit
continuation for three years (provided that, in the event of such a termination
within twenty-four months following a change of control, such salary and bonus
is payable in a lump sum and the continued benefits are enhanced) and certain
other benefits, including the vesting pro-rata and payment in a lump sum of
annual incentive awards. For these purposes, "cause" generally includes certain
criminal conduct, certain other misconduct and the failure to perform certain
employment duties; and "good reason" generally includes, but is not limited to,
certain reductions in duties, pay, grade, or incentive opportunities, and
relocation. Compensation continuance is based on the highest annual rate of
salary in effect prior to termination or a change of control and the higher of
the current target incentive award opportunity for the calendar year in which
employment terminates or a change of control occurs, or, if higher, the actual
award for the prior year. Upon a change of control, annual incentive awards will
be paid on a pro-rata basis, all vested and unvested retention awards under the
1999 Retention Program will be paid in a lump sum, restrictions on restricted
stock will lapse, and all outstanding stock options under the Nabisco LTIP or
the NGH LTIP and a predecessor plan will vest. In the event that a "parachute"
excise tax is imposed on any payments to any of Messrs. Lenny, Conant, Healey
and Sayeau, he will also be entitled to tax reimbursement payments.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company or NGH or any of their
subsidiaries ("Outside Directors") receive an annual retainer fee of $50,000 per
year, plus meeting attendance fees of $1,500 per meeting. In addition, directors
who are committee members receive committee attendance fees of $1,500 per
committee meeting and committee chairmen receive a $5,000 retainer per year. The
Company provides Outside Directors with life insurance having a death benefit of
$100,000, participation in charitable giving programs (pursuant to which
directors with at least three years of service may direct that up to $1 million
be contributed to eligible charitable institutions following the director's
death) and supplemental insurance programs. Each Outside Director receives an
initial stock option grant pursuant to a stock option plan to purchase 6,000
shares of Class A Common Stock. The options have an exercise price equal to the
fair market value of Class A Common Stock on the date of grant. They cannot be
exercised for at least six months following the date of grant but, thereafter,
are exercisable for ten years from the date of grant. In addition, each Outside
Director receives an annual grant of stock options pursuant to a formula set
forth in the applicable plan, which is made on the date of the director's
election or re-election to the Board of Directors. In 1999, each eligible
director as of the May 1999 annual meeting received an annual stock option to
purchase 1,200 shares of Class A Common Stock at an exercise price of $39.6875
(the fair market price of Class A Common Stock on the date of grant). The
annually granted stock options have a ten-year term, vest over three years (33%
on the first and second anniversaries of the date of grant and 34% on the third
anniversary) and may contain additional limitations on exercisability. In
addition, beginning in 2000, each Outside Director will receive an annual grant
of 500 Class A Common Stock units that are not paid until termination of the
director's services. This stock unit grant will be made on the date of the
director's election or re-election to the Board.
14
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
Compensation Committee currently consists of General Chain (Chair),
Mr. Clendenin, Ms. Koplovitz and Ms. Ridgway. There are no Compensation
Committee interlocks or insider participation.
PERFORMANCE GRAPH
NABISCO HOLDINGS CORP.
CUMULATIVE TOTAL RETURNS--NABISCO STOCK, S&P 500, S&P FOOD INDEX
1/20/95=100
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NABISCO S&P 500 S&P FOOD
<S> <C> <C> <C>
1/20/95 100 100 100
117 108 105
111 119 114
122 128 119
12-95 135 136 129
136 143 131
148 150 134
133 154 147
12-96 164 167 153
172 171 165
169 201 188
181 216 195
12-97 208 223 219
201 254 234
156 262 236
156 236 207
12-98 181 286 237
182 300 204
189 321 213
153 301 199
12-99 140 346 186
</TABLE>
- ------------------------
* Total returns assume $100 invested on January 20, 1995 in Class A Common
Stock, the S&P 500 Index, and the S&P Food Index with reinvestment of
dividends. Common Stock was first issued to the public under a registration
statement which was effective January 19, 1995. January 20, 1995 was the
first trading day for Class A Common Stock.
15
<PAGE>
COMPENSATION COMMITTEE REPORT
This report to the stockholders by the Compensation Committee (the
"Committee") of the Board reflects the executive compensation policies and
practices of the Company and its subsidiaries during 1999. The Committee is
principally responsible for executive compensation and administers the Company's
executive compensation programs and plans. The Committee reports regularly to
the Board, and the Board is periodically asked to ratify certain Committee
actions. During 1999, the Committee consisted of Directors who were not
employees of the Company or any of its subsidiaries or of NGH, and who,
therefore, were not eligible to participate in any of the Company's executive
compensation programs or plans.
EXECUTIVE COMPENSATION PRINCIPLES AND POLICIES
In determining the amounts, composition, and terms and conditions of the
compensation for executive officers of the Company, the Committee is guided by
two principles: (1) compensation opportunities must enable the Company to
attract and retain individuals with the high caliber of talent and skills which
are critical to the Company's success and (2) a substantial portion of each
executive officer's compensation must be tied to quantifiable measures of the
Company's financial results from operations and stock price performance. These
principles are reflected in the actions discussed below relating to salaries,
annual incentives and long-term incentives.
Certain provisions in the Internal Revenue Code limit the ability of
publicly-traded companies to secure a tax deduction for certain compensation
paid to individuals named in the Summary Compensation Table. The Committee has
taken actions to limit the impact of this provision of the tax law in the event
that compensation paid to a named executive officer might otherwise not be
deductible. The Committee will continue to seek ways to limit the impact of this
provision; however, the Committee feels that the tax deduction limitation should
not be permitted to compromise the Company's ability to attract and retain the
executive talent required to compete successfully on a global basis.
Accordingly, achieving the desired flexibility in the design and delivery of
compensation may periodically result in some compensation that is not deductible
for federal income tax purposes.
MAJOR COMPENSATION COMPONENTS
The compensation program for executive officers is composed of annual
compensation, long-term compensation and benefits. In determining appropriate
compensation plans and levels, the Committee relies on independent outside
consultants who provide surveys and other data regarding the compensation
practices of other companies that are representative of the size and type of
company with which the Company competes for executive talent. Accordingly, this
is a broader and more diverse group of companies than that used for the peer
company index in the Performance Graph mandated by the SEC which appears on page
15. The base salary and targeted incentive compensation levels of the comparator
companies (without specific regard for the impact of performance on compensation
actually earned) are used by the Committee in determining base salary and
targeted incentive compensation levels of executive officers of the Company, as
described below.
ANNUAL COMPENSATION
The annual compensation for each of the named executive officers is composed
of salary and an annual incentive opportunity. In general, salaries paid to
executive officers reflect the median of competitive practices used by the
Committee for comparison purposes. Annual compensation levels (salary plus
target annual incentive award opportunity) are set at or between the median and
the 75th percentile of the compensation practices of comparator companies. A
senior executive receives an increase in salary only when the Committee
determines that either a change in an individual's performance or
responsibilities or
16
<PAGE>
market conditions warrants such an action. Messrs. Lenny, Conant, Healey and
Sayeau received salary increases in 1999.
Each of the named executive officers has a target annual incentive award
opportunity which is expressed as a percentage of his base salary and which is
set, at target, to provide annual cash compensation at or between the median and
the 75th percentile of comparator companies. For each of the named executive
officers other than Mr. Kilts, the actual bonus earned for 1999 and shown in the
Summary Compensation Table was based principally on the attainment of financial
performance objectives (described below) and partly on individual performance.
The 1999 performance measures and objectives were based on the financial
performance of the businesses for which the individual was responsible or
performed services as determined using performance grids. Performance grids
project an executive's annual bonus opportunity upon attainment of various
financial performance targets. The measure of financial performance for
Messrs. Kilts, Healey and Sayeau was Cash Net Income, Sales, Free Cash Flow and
Return on Management Investment. The financial performance measure for the
Company's operating company employees (including Messrs. Conant and Lenny) are
Operating Company Contributions, Sales, Free Cash Flow and Return on Management
Investment.
LONG-TERM COMPENSATION
The Committee relies on various forms of stock-based grants and multi-year
incentive opportunities to motivate executives to maintain a longer term
perspective. In 1999, the regular long-term incentive grants to the named
executive officers were in the form of stock options under the Nabisco LTIP. In
determining the size of the stock option grants, the Committee targets between
the median and the 75th percentile of competitive stock option opportunities at
comparator companies. In making stock option grants, the Committee does not take
into account whether an executive has exercised or continues to hold previously
granted stock options. In addition to the normal grants to executives, in 1999
senior Company executives, including the named executive officers, received a
special one-time grant of NGH options to ensure they had meaningful incentive
opportunities linked to NGH. These special NGH option grants are set forth on
the Summary Compensation Table and Option Grants Table. Also in 1999, the
Company granted to the named executive officers, an extraordinary grant of
Company restricted stock units to recognize their superior performance and
Company performance. These restricted stock unit grants are set forth in the
Summary Compensation Table.
In 1999 the Committee continued to encourage executive retention to prevent
depletion of the Company's executive talent pool. Accordingly, retention
bonuses, based on actual incentive bonus awards, will be paid to participating
executives who do not terminate their employment with the Company prior to
June 30, 2002. Mr. Kilts does not participate in this program.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
When Mr. Kilts was hired as President and Chief Executive Officer of the
Company in 1998, the Committee established Mr. Kilts' annual base salary at
$900,000 and target annual bonus opportunity of 85% of base salary. The
Committee believes that this compensation level is necessary to maintain his
compensation package at a competitive level commensurate with his skills and
experience.
Mr. Kilts' targeted annual bonus for 1999 was based on the Company's Cash
Net Income, Sales, Free Cash Flow and Return on Management Investment,
determined pursuant to a performance schedule adopted by the Committee in early
1999. Performance in each area exceeded target. In lieu of paying Mr. Kilts a
bonus for 1999, the Company entered into a split-dollar life insurance agreement
with Mr. Kilts. The amount of Mr. Kilts' forgone bonus is set forth in footnote
number 3 to the Summary Compensation Table.
The size of Mr. Kilts' annual 1999 stock option grant was determined in
accordance with the Committee's practice (referred to above) of targeting
between the median and the 75th percentile of
17
<PAGE>
competitive stock option grants. Mr. Kilts was also granted 60,000 restricted
stock units, which will vest in equal installments beginning three years after
grant, subject to his continued employment, and 125,000 contingent performance
shares, the vesting of which is contingent on his continued employment and
Company stock price performance.
SUMMARY
The Committee believes that the Company's executive compensation programs
must continually provide compensation potential of such significance that
individuals of exceptional talent and skills are encouraged to join and remain
with the Company and perform in an exceptional manner. By ensuring that such
persons are managing the Company's operations, the long-term interests of
stockholders are best served. This focus on stockholder interests is reinforced
by the heavy stock-based component in the executive compensation program. The
actions taken by the Committee for 1999 were consistent with this focus and the
principles outlined above.
John T. Chain, Jr. (Chairman)
John L. Clendenin
Kay Koplovitz
Rozanne L. Ridgway
18
<PAGE>
RELATIONSHIP AND TRANSACTIONS WITH
NABISCO GROUP HOLDINGS CORP.
During the second quarter of 1999, the former direct and indirect parents of
the Company, RJR Nabisco, Inc. (which has been renamed R.J. Reynolds Tobacco
Holdings, Inc.--"RJR") and RJR Nabisco Holdings Corp. (which has been renamed
Nabisco Group Holdings Corp.--"NGH") completed a series of reorganization
transactions. The principal transactions in this reorganization that affected
the Company are the following:
- On May 18, 1999, RJR transferred all of the outstanding Class B Common
Stock of the Company to NGH through a merger transaction. The Class B
Common Stock currently represents approximately 80.6% of the economic
interest and approximately 97.6% of the voting interest in the Company.
- On June 14, 1999, NGH paid a dividend of 100% of the common stock of RJR
to record holders of NGH common stock as of May 27, 1999, the record date
for the distribution. As a result of the distribution, the Company and its
subsidiaries are no longer affiliated with RJR and its subsidiaries.
NGH, RJR and R.J. Reynolds Tobacco Company entered into several agreements
governing the relationships among the parties after the distribution of RJR's
shares to NGH stockholders, including the provision of intercompany services by
the Company to NGH, certain tax matters, indemnification rights and obligations
and other matters among the parties, as disclosed in the Form 8-K filed by the
Company on June 16, 1999.
These agreements replaced a predecessor intercompany services agreement, a
predecessor tax sharing agreement and a predecessor corporate agreement that had
previously been in place between the Company and RJR. The Company does not
anticipate that its entry into these new agreements will have a material effect
on its financial condition or results of operations.
Under the new Services Agreement, the Company provides various services,
including tax and accounting services and benefit management services, to NGH in
return for service fees in an amount equal to the fair market value of such
services as determined by the Company and NGH.
Under the Tax Sharing Agreement among the Company, NGH and RJR, NGH will be
responsible for filing consolidated federal and consolidated, combined or
unitary state income tax returns that include NGH, the Company and RJR for
periods through June 14, 1999 and that include the Company for tax periods
subsequent to such date. The Tax Sharing Agreement will generally seek to
allocate tax liabilities based upon the respective tax liabilities of NGH, the
Company and RJR as if each had filed its own tax return. Under the Tax Sharing
Agreement, the parties agree to indemnify one another against various tax
liabilities and make various other covenants regarding tax-related matters.
Under the Corporate Agreement, the Company has granted NGH (i) a continuing
option, transferable by NGH to any of its subsidiaries, to purchase, under
certain circumstances, additional shares of Class B Common Stock or shares of
nonvoting capital stock of the Company and (ii) certain registration rights.
In 1999, the Company paid one quarterly dividend of $.175 and three
quarterly dividends of $.1875 on each outstanding share of Common Stock. NGH
received a total of approximately $157 million from these dividends, the amount
representing its proportionate share.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 2001
Annual Meeting must be received by the Secretary of the Company at the Company's
principal executive offices: Nabisco Holdings Corp., 7 Campus Drive, Parsippany,
New Jersey 07054-0311 between October 30, 2000 and November 29, 2000.
19
<PAGE>
OTHER INFORMATION
In addition to soliciting proxies by mail, directors, officers and regular
employees of the Company may solicit proxies in person or by telephone or
telecopy. These individuals will receive no additional compensation for these
solicitation services. The Company will reimburse brokers, fiduciaries,
custodians and other nominees for out-of-pocket expenses incurred in forwarding
this proxy statement and related materials to, and obtaining instructions
relating to such materials from, beneficial owners of the Company's capital
stock. The Company will bear all of the other costs of these solicitations.
The Board has no knowledge of any other matters to be presented at the
Annual Meeting other than those described herein. If any other matters should
properly come before the Annual Meeting, it is the intention of the persons
designated in the proxy to vote thereon according to their best judgment.
STOCKHOLDERS ARE URGED TO FORWARD THEIR PROXIES WITHOUT DELAY. A PROMPT
RESPONSE WILL BE GREATLY APPRECIATED.
NABISCO HOLDINGS CORP.
Parsippany, New Jersey
March 29, 2000
If you have any questions or need
assistance in voting your shares,
please contact First Chicago Trust
Company of New York at its toll free
number: 1-800-519-3111.
20
<PAGE>
P R O X Y
NABISCO HOLDINGS CORP.
ANNUAL MEETING OF STOCKHOLDERS -- MAY 8, 2000
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints each of Steven F. Goldstone,
James M. Kilts and James A. Kirkman III as his true and lawful agents and proxy,
with full power of substitution in each, to represent the undersigned at the
Annual Meeting of Stockholders of Nabisco Holdings Corp., to be held at the
Hotel DuPont, 11th and Market Streets, Wilmington, Delaware 19801, on Monday,
May 8, 2000 at 3:00 p.m., and at adjournments or postponements thereof, and to
vote all the shares of stock of the Company which the undersigned may be
entitled to vote on all matters coming before said meeting.
<TABLE>
<S> <C>
Election of Directors. Nominees: Change of Address
H. Cain; J.T. Chain, Jr.; J.L. Chambers;
J.L. Clendenin; S.F. Goldstone; R.J. Groves;
D.B. Jenkins; N. Karch; J.M. Kilts;
F.H. Langhammer; H.E. Lockhart; T.E. Martin
and R.L. Ridgway.
</TABLE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2. PLEASE MARK THIS PROXY CARD, FILL IN THE DATE
AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
(SEE REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE>
/X/ Please mark your votes as in this example
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS AND FOR PROPOSAL 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<C> <S> <C> <C> <C>
1. Election of Directors For, except vote FOR / / WITHHELD / /
withheld from the following nominee(s):
---------------------------------------------
2. Ratify the appointment of Deloitte & Touche FOR / / AGAINST / / ABSTAIN / /
as Independent Auditors
Do not send Annual Report
Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
-------------------------------------------------
-------------------------------------------------
Signature(s) Date
</TABLE>
FOLD AND DETACH HERE
<PAGE>
P R O X Y
NABISCO HOLDINGS CORP.
ANNUAL MEETING OF STOCKHOLDERS -- MAY 8, 2000
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Annual meeting and Proxy
Statement, hereby directs Vanguard Group, Custodian under the Nabisco/Life
Savers Puerto Rico Capital Accumulation Plan ("NLSCAP") and Custodian for the
Participants in the Savings and Investment Plan for Employees of R.J. Reynolds
Tobacco Company in Puerto Rico ("PRSIP"), to vote in person or by proxy all
shares of Common Stock of Nabisco Holdings Corp. allocated to any accounts of
the undersigned under such Plans, and which the undersigned is entitled to
instruct, in each case, on all matters which may come before the 2000 Annual
Meeting of Stockholders to be held at the Hotel DuPont, 11th and Market Streets,
Wilmington, Delaware 19801, on Monday, May 8, 2000 at 3:00 p.m., and at
adjournments or postponements thereof, and to vote all the shares of stock of
the Company which the undersigned may be entitled to instruct on all matters
coming before said meeting.
Election of Directors. Nominees:
H. Cain; J.T. Chain, Jr.; J.L. Chambers; J.L. Clendenin; S.F. Goldstone; R.J.
Groves; D.B. Jenkins; N. Karch; J.M. Kilts; F.H. Langhammer; H.E. Lockhart; T.E.
Martin and R.L. Ridgway.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES.
(SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOU MUST SIGN AND
RETURN THIS CARD TO DIRECT VANGUARD HOW TO VOTE YOUR SHARES.
FOLD AND DETACH HERE
VANGUARD
- --------------------------------------------------------------------------------
VANGUARD GROUP
100 VANGUARD BOULEVARD-M33
MALVERNE, PA 19355
- --------------------------------------------------------------------------------
DE TENER ALGUNA DUDA RELATIVO A ESTOS DOCUMENTOS FAVOR DE COMUNICARSE CON EL
DEPARTAMENTO DE RECURSOS HUMANOS.
- --------------------------------------------------------------------------------
March 2000
To: Participants in the Nabisco/Life Savers Puerto Rico Capital Accumulation
Plan ("NLSCAP") Participants in the Savings and Investment Plan for
Employees of R.J. Reynolds Tobacco Company in Puerto Rico ("PRSIP")
As a participant in a Company sponsored employee benefit savings plan that
requires pass through voting, you are entitled to Instruct Vanguard in its
capacity as Custodian of the above named plans on how to vote shares of Common
Stock allocated to your account. Enclosed are the following:
1. Nabisco Holdings Corp. 1999 Annual Report.
2. Notice of Annual Meeting of Stockholders to be held on May 8, 2000 and the
accompanying Proxy Statement.
3. This Proxy/Voting Instruction Card.
4. A postage-paid return envelope.
The number and type of shares you hold in your plan account as of the most
recent date available is shown on the reverse side of this card. These shares
will be voted as you direct if this card is completed by you and received by
First Chicago Trust Company of New York on or before May 4, 2000. First Chicago
Trust Company is responsible for tabulating the returns. Shares for which no
instructions are received shall be voted in the same proportion as the shares
for which Instructions are received.
We appreciate your completing, dating and signing the reverse side of this
card and returning it promptly in the postage-paid return envelope.
Cordially yours,
Vanguard Group
Custodian
Enclosures
(SEE REVERSE SIDE)
<PAGE>
/X/ Please mark your votes as in this example.
THIS INSTRUCTION CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
OF DIRECTORS AND FOR PROPOSAL 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<C> <S> <C> <C> <C>
1. Election of Directors For, except vote FOR / / WITHHELD / /
withheld from the following nominee(s):
---------------------------------------------
2. Ratify the appointment of Deloitte & Touche FOR / / AGAINST / / ABSTAIN / /
as independent auditors
For, except vote withheld from the following
nominee(s):
---------------------------------------------
Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
-------------------------------------------------
-------------------------------------------------
Signature(s) Date
</TABLE>
FOLD AND DETACH HERE
<PAGE>
P R O X Y
NABISCO HOLDINGS CORP.
ANNUAL MEETING OF STOCKHOLDERS -- MAY 8, 2000
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Annual Meeting and Proxy
Statement, hereby directs Wachovia Bank, N.A., Trustee under the Nabisco, Inc.
Capital Investment Plan ("CIP"), and Trustee under the Nabisco, Inc. Employee
Savings Plan ("ESP"), to vote in person or by proxy all shares of Common Stock
of Nabisco Holdings Corp. allocated to any accounts of the undersigned under
such Plans, and which the undersigned is entitled to instruct, in each case, on
all matters which may come before the 2000 Annual Meeting of Stockholders to be
held at the Hotel DuPont, 11th and Market Streets, Wilmington, Delaware 19801,
on Monday, May 8, 2000 at 3:00 p.m., and at adjournments or postponements
thereof, and to vote all the shares of stock of the Company which the
undersigned may be entitled to instruct on all matters coming before said
meeting.
Election of Directors. Nominees:
H. Cain; J.T. Chain, Jr.; J.L. Chambers; J.L. Clendenin; S.F. Goldstone;
R.J. Groves; D.B. Jenkins; N. Karch; J.M. Kilts; F.H. Langhammer;
H.E. Lockhart; T.E. Martin and R.L. Ridgway.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES.
(SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. YOU MUST SIGN AND RETURN
THIS CARD TO DIRECT WACHOVIA HOW TO VOTE YOUR SHARES.
FOLD AND DETACH HERE
WACHOVIA
- --------------------------------------------------------------------------------
EMPLOYEE BENEFIT TRUST SERVICES
301 NORTH MAIN STREET
WINSTON SALEM, NC 27150-3000
March 2000
To: Participants in the Nabisco, Inc. Capital Investment Plan ("CIP")
Participants in the Nabisco, Inc. Employee Savings Plan ("ESP")
As a participant in a Company sponsored employee benefit savings plan that
requires pass through voting, you are entitled to instruct Wachovia Bank, N.A.
in its capacity as Trustee of the above named plans how to vote shares of Common
Stock allocated to your account. Enclosed are the following:
1. Nabisco Holdings Corp. 1999 Annual Report.
2. Notice of Annual Meeting of Stockholders to be held on May 8, 2000 and the
accompanying Proxy Statement.
3. This Proxy/Voting Instruction Card.
4. A postage-paid return envelope.
The number of shares you hold in your plan account as of the most recent
date available is shown on the reverse side of this card. These shares will be
voted as you direct if this card is completed by you and received by First
Chicago Trust Company of New York on or before May 4, 2000. First Chicago Trust
Company is responsible for tabulating the returns. Shares for which no
instructions are received shall be voted in the same proportion as the shares
for which instructions are received.
We appreciate your completing, dating and signing the reverse side of this
card and returning it promptly in the postage-paid return envelope.
Cordially yours,
Wachovia Bank, N.A.
Trustee
Enclosures
(SEE REVERSE SIDE)
<PAGE>
/X/ Please mark your votes as in this example.
THIS INSTRUCTION CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION
OF DIRECTORS AND FOR PROPOSAL 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<C> <S> <C> <C> <C>
1. Election of Directors For, except vote FOR / / WITHHELD / /
withheld from the following nominee(s):
---------------------------------------------
2. Ratify the appointment of Deloitte & Touche FOR / / AGAINST / / ABSTAIN / /
as Independent Auditors
Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
-------------------------------------------------
-------------------------------------------------
Signature(s) Date
</TABLE>
FOLD AND DETACH HERE
