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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2000
NABISCO HOLDINGS CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13566 13-3077142
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
7 Campus Drive
Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
(973) 682-5000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
As previously disclosed, Nabisco Holdings Corp. ("Nabisco Holdings") has
entered into an Agreement and Plan of Merger dated as of June 25, 2000 which
provides for the acquisition of Nabisco Holdings by Philip Morris Companies
Inc. (the "Nabisco Holdings merger"). The Nabisco Holdings merger requires,
among other things, approval by a majority of the voting power of all
outstanding shares of Nabisco Holdings. Nabisco Group Holdings Corp. ("NGH"),
the controlling stockholder of Nabisco Holdings, has agreed to approve the
Nabisco Holdings merger upon receipt of approval of the transaction by NGH's
public stockholders. NGH will seek such approval from its stockholders at a
special meeting scheduled for October 27, 2000. At the same meeting, NGH will
also seek approval from its stockholders for the acquisition of NGH by R.J.
Reynolds Tobacco Holdings Inc. (the "NGH merger"), which acquisition would
occur after closing of the Nabisco Holdings merger.
As described in NGH's definitive proxy statement dated September 26, 2000,
an action was filed during the week of June 26, 2000 in the Chancery Division
of the Superior Court of New Jersey by an alleged common stockholder of NGH on
behalf of a purported class of similarly situated NGH stockholders. The action
is styled Mark Schneider v. Steven F. Goldstone, et al., Docket No. L-2028-00.
The original complaint named as defendants NGH and the members of its Board of
Directors, and alleged that the NGH directors breached their fiduciary duties
to NGH stockholders by agreeing to the NGH merger and by allegedly failing to
obtain the highest value for NGH stockholders in the NGH merger. The original
complaint sought injunctive relief and monetary damages in an unspecified
amount.
On October 3, 2000, plaintiff filed an amended complaint alleging that the
NGH directors breached their fiduciary duties to NGH's stockholders by, among
other things, agreeing to "onerous" merger terms (including as to the price and
the size of the break-up fee) and failing to disclose material information to
NGH's stockholders in the September 26, 2000 proxy statement, thereby depriving
stockholders of the ability to cast an informed vote on the NGH merger. In
particular, the amended complaint alleges that the proxy statement fails to
disclose material information concerning (1) alternatives to the NGH merger
considered by NGH's Board of Directors, (2) whether or not the consideration
offered in the NGH merger is fair to NGH's public stockholders and (3) the
basis for the NGH Board's acceptance of the merger consideration, which
reflects a discount to the cash proceeds that NGH will receive from the sale of
its 80.5% interest in Nabisco Holdings. The amended complaint further alleges
that NGH's executives and directors will reap substantial benefits from the NGH
merger and have improperly placed their own interests ahead of the interests of
NGH's public stockholders in approving the NGH merger. The amended complaint
seeks, among other things, to enjoin certain provisions of the merger agreement
and enjoin NGH's stockholder meeting and the NGH merger until the alleged
deficiencies in the proxy statement disclosure are cured.
Based upon the above allegations, among others, plaintiff seeks a court
order granting preliminary restraint enjoining NGH from holding its October 27
stockholder meeting and
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requiring NGH to file a revised proxy statement. A hearing on this demand for
preliminary restraint has been scheduled for October 25, 2000.
Defendants believe that the allegations in the amended complaint are
groundless and intend to defend the action vigorously.
The amended complaint does not seek injunctive relief or monetary damages
in connection with the Nabisco Holdings merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 11, 2000
NABISCO HOLDINGS CORP.
By: /s/ James A. Kirkman, III
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Name: James A. Kirkman, III
Title: Executive Vice President, General
Counsel and Secretary
