SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x ] Soliciting Material Pursuant toss. 240.14a-12
Nabisco Group Holdings Corp.
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(Name of Registrant as Specified In Its Charter)
Carl C. Icahn, Barberry Corp., High River Limited Partnership, Icahn & Co.,
Inc. and Riverdale,LLC
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(Name of Person(s) Filing Proxy Statement, if
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other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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-3-
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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2) Filing Party:
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3) Date Filed:
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767 Fifth Avenue
New York, NY 10153
April 4, 2000
VIA TELECOPY AND FEDERAL EXPRESS
Board of Directors
Nabisco Group Holdings Corp.
7 Campus Drive
Parsippany, NJ 07054-0311
Ladies and Gentlemen:
I have read your latest press release with great interest and some confusion.
You have stated that, with respect to my proposed $13 per share tender for 100
million NGH shares, "the Board of Directors unanimously determined that the
price offered is inadequate" and "does not come close to reflecting the
underlying value of the Company's business...." I cannot help wonder why, then,
the top eight executives of Nabisco who received, according to your proxy
statement, approximately $80 million in pay, securities and other benefits last
year, did not use part or all of their bounty to purchase NGH when it recently
traded as low as $8.25 per share.
However, it is comforting to note that you have instructed management to
"explore all alternatives to maximize shareholder value. These will include the
sale of the company." Now that you are willing to sell the Company on a friendly
basis, I would like to make the following friendly offer:
Subject to due diligence for a period of three weeks for me and my banking
institutions, I would pay $16 per share for all of NGH. I have been in contact
with a large investment bank and with lending institutions and have been
informed that on a "friendly" basis, there should be no problem in facilitating
the acquisition of NGH, especially in light of the large amount of capital my
companies would contribute to the transaction. I would not require that you
withdraw NGH from the market during this due diligence period and would not
require that you pay any break-up fee if my offer is topped, other than to
reimburse my companies for any commitment fees which they are required to pay
for the availability of financing.
If you are not willing to go forward with me and do not officially put the
Company up for sale now, stockholders can only conclude that your press
release was simply designed to give them false hopes and prevent your losing a
proxy contest.
Very truly yours,
Carl C. Icahn
WE HAVE NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN THIS STATEMENT. UPON
THE COMMENCEMENT OF ANY TENDER OFFER, WE WILL FILE A TENDER OFFER STATEMENT WITH
THE SECURITIES AND EXCHANGE COMMISSION. THAT STATEMENT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER AND SHOULD BE READ BY SECURITY HOLDERS. IF A
TENDER OFFER IS COMMENCED, SECURITY HOLDERS WILL BE ABLE TO OBTAIN
AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN THEY BECOME
AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov AND (II) THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND
THE NOTICE OF GUARANTEED DELIVERY FROM THE INFORMATION AGENT FOR THE TENDER
OFFER. WE HAVE NOT YET FILED A PROXY STATEMENT. SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO OUR SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF NABISCO GROUP HOLDINGS FOR USE AT ITS 2000
ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF NABISCO GROUP HOLDINGS AND WILL BE AVAILABLE
AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
http://www.sec.gov. INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY
SOLICITATION IS CONTAINED IN THE SCHEDULE 13D FILED BY CARL C. ICAHN AND OTHERS
WITH RESPECT TO NABISCO GROUP HOLDINGS. THAT SCHEDULE 13D IS CURRENTLY AVAILABLE
AT NO CHARGE ON THE SEC'S WEBSITE.
Icahn Seeks Due Diligence from NGH for $16 per Share Offer, in a "Friendly"
Transaction
New York, New York. April 4, 2000. Carl C. Icahn announced today that he has
offered to pay $16 per share for all of NGH in a transaction to be completed on
a "friendly" basis. The offer was made by Mr. Icahn subject to financing by his
banking institutions. The offer, which was made in a letter to the NGH Board of
Directors, states that Icahn had been "in contact with a large investment bank
and with lending institutions and have been informed that on a "friendly" basis,
there should be no problem in facilitating the acquisition of NGH, especially in
light of the large amount of capital my companies would contribute to the
transaction."
Mr. Icahn's letter concludes: "If you are not willing to go forward with me and
do not officially put the Company up for sale now, stockholders can only
conclude that your press release was simply designed to give them false hopes
and prevent your losing a proxy contest."
A copy of Mr. Icahn's letter is attached to this release.
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Mr. Icahn and his affiliates have not yet commenced a tender offer relating
to Nabisco Group Holdings. Upon the commencement of any such tender offer,
they will file a tender offer statement with the Securities and Exchange
Commission. That statement will contain important information about the
tender offer and should be read by security holders. If a tender offer is
commenced, security holders will be able to obtain at no charge (i) the
tender offer statement and other documents when they become available on the
Securities and Exchange commission's website at http://www.sec.gov and (ii)
the offer to purchase, the letter of transmittal and the notice of guaranteed
delivery from the information agent for the tender offer.
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Mr. Icahn and his affiliates have not yet filed a proxy statement. Security
holders are advised to read the proxy statement and other documents related
to the solicitation of proxies by Mr. Icahn and his affiliates from the
stockholders of Nabisco Group Holdings for use at its 2000 annual meeting
when they become available because it will contain important information.
When completed, a definitive proxy statement and a form of proxy will be
mailed to stockholders of Nabisco Group Holdings and will be available at no
charge on the Securities and Exchange Commission's website at
http://www.sec.gov. Information relating to the participants in the proxy
solicitation is contained in the Schedule 13D filed by Mr. Icahn and his
affiliates with respect to Nabisco Group Holdings. That Schedule 13D is
currently available at no charge on the Securities and Exchange Commission's
website.
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Contact: Susan Gordon: (212) 702-4309 or Karen Kavanagh: (212) 702-4310