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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NABISCO GROUP HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-349-0602
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
7 Campus Drive
Parsippany, NJ 07054
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. |X| check the following box. |_|
Securities Act registration statement file number to which this form relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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None
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Item 1. Description of Registrant's Securities to be Registered
On March 13, 2000, the Board of Directors of Nabisco Group Holdings
Corp. (the "Company") declared a dividend of one preferred stock purchase right
(a "Right") for each outstanding share of common stock, par value $0.01 per
share (the "Common Stock"), of the Company payable to holders of record as of
the close of business on March 20, 2000 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common Stock,
and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock. The
"Distribution Date" generally means the earlier of (i) the close of business on
the 10th day after the date (the "Stock Acquisition Date") of the first public
announcement that a person (other than the Company or any of its subsidiaries or
any employee benefit plan of the Company or any such subsidiary, or any person
described in the following sentence) has acquired beneficial ownership of 10% or
more of the outstanding shares of Common Stock (an "Acquiring Person") and (ii)
the close of business on the 10th business day (or such later day as may be
designated before any person has become an Acquiring Person by action of the
Board of Directors of the Company) after the date of the commencement of a
tender or exchange offer by any person which would, if consummated, result in
such person becoming an Acquiring Person. Any person who was, as of the close of
business on March 13, 2000, the beneficial owner of 10% or more of the Common
Stock outstanding on such date shall not be deemed to be an "Acquiring Person"
so long as neither such person nor any of its affiliates or associates becomes
the beneficial owner of any additional shares of Common Stock.
Prior to the Distribution Date, the Rights will not be exercisable.
After the Distribution Date (but before any person has become an Acquiring
Person), each Right will be exercisable to purchase, for $30.00 (the "Purchase
Price"), one one-hundredth of a share of Series A Participating Cumulative
Preferred Stock, par value $0.01 per share (the "Preferred Stock"). The terms
and conditions of the Rights are set forth in a Rights Agreement dated as of
March 13, 2000 between the Company and EquiServe Trust Company, N.A., as Rights
Agent (the "Rights Agreement"), a copy of which is attached as an exhibit hereto
and the description hereof is qualified in its entirety by reference thereto.
If any person has become an Acquiring Person (but none of the events
described in the second succeeding paragraph has occurred), each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder, after the Distribution Date, to purchase, for
the Purchase Price, a number of shares of Common Stock having a market value of
twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding shares
of Common Stock or the occurrence of any of the events described in the next
paragraph), the Board of Directors may exchange all or part of the Rights (other
than Rights beneficially owned by an Acquiring Person and certain affiliated
persons) for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other securities
or assets or (2) the Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries, taken as a whole,
then each Right will entitle the holder, after the Distribution Date, to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain circumstances,
an affiliate) having a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price of $0.01
per Right at any time before any person has become an Acquiring Person.
The Rights will expire on March 13, 2002, unless earlier exchanged or
redeemed.
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For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
the Rights Agreement may be amended in any respect that does not adversely
affect Rights holders (other than any Acquiring Person and certain affiliated
persons), cause the Rights Agreement to become amendable except as set forth in
this sentence or cause the Rights again to become redeemable.
Rights holders have no rights as a stockholder of the Company,
including the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to
prevent efforts to diminish the effectiveness of the Rights.
As of February 29, 2000 there were 326,447,347 shares of Common Stock
outstanding. As of February 29, 2000, there were 30,762,800 shares of Common
Stock reserved for issuance under the Company's stock option plans.
Each outstanding share of Common Stock on the Record Date will receive one
Right. Shares of Common Stock issued after the Record Date and prior to the
Distribution Date will be issued with a Right attached so that all shares of
Common Stock outstanding prior to the Distribution Date will have Rights
attached. 30,762,800 shares of Preferred Stock have been reserved for issuance
upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company as described above.
While the dividend of the Rights will not be taxable to stockholders or
to the Company, stockholders or the Company may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable as set forth above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, which is
attached hereto as Exhibit 1 and incorporated herein by reference.
Item 2. Exhibits
1. Rights Agreement dated as of March 13, 2000 between Nabisco Group
Holdings Corp. and EquiServe Trust Company, N.A., as Rights
Agent, which includes the Form of Certificate of Designation of
Series A Participating Cumulative Preferred Stock as Exhibit A,
the Form of Right Certificate as Exhibit B and the Summary of
Terms of the Rights Agreement as Exhibit C.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NABISCO GROUP HOLDINGS CORP.
By: /s/ James A. Kirkman
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Name: James A. Kirkman, III
Title: Senior Vice President,
General Counsel and Secretary
Date: March 20, 2000
INDEX TO EXHIBITS
Exhibit No. Description
1. Rights Agreement dated as of March 13, 2000 between Nabisco Group
Holdings Corp. and EquiServe Trust Company, N.A., as Rights Agent,
which includes the Form of Certificate of Designation of Series A
Participating Cumulative Preferred Stock as Exhibit A, the Form of
Right Certificate as Exhibit B and the Summary of Terms of the Rights
Agreement as Exhibit C.
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