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))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
Nabisco Group Holdings Corp.
(Name of Registrant as Specified in Its Charter)
Nabisco Group Holdings Corp.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|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:
7 Campus Drive
Parsippany, NJ 07054
[NABISCO LOGO] News Release
Date: June 25, 2000
Contact: Henry A. Sandbach John R. Barrows Edward Nebb
Nabisco, Inc. Nabisco, Inc. BSMG Worldwide
(973) 682-7098 (973) 682-7396 (212) 445-8213
(203) 972-8278
Definitive Agreements Signed for Sale of NA and NGH
Parsippany, NJ -- Nabisco Group Holdings (NYSE: NGH) announced today
that it has signed definitive agreements for the sale of Nabisco Holdings (NYSE:
NA) to Philip Morris Companies (NYSE: MO) for $55 per share and the separate
sale of Nabisco Group Holdings to R.J. Reynolds Tobacco (NYSE: RJR) for $30 per
share.
Under terms of the agreements, Philip Morris will acquire by merger
all the outstanding shares of Nabisco Holdings (NA), including NGH's 80.6
percent interest in NA. Based on the total number of NA shares - held by NGH and
publicly traded - the transaction has a total equity value of approximately
$14.9 billion and a total enterprise value of $18.9 billion.
Upon completion of the sale of NA to Philip Morris, R.J. Reynolds
Tobacco will acquire by merger all the outstanding NGH shares. Based on the
total number of the NGH shares, the transaction has a total equity value of
approximately $9.8 billion.
The transactions require approval of the NGH shareholders and are
subject to customary regulatory approvals. Both transactions are expected to
close during the second half of this year.
James M. Kilts, president and CEO of Nabisco, said: "This sale of our
businesses to Philip Morris will bring together two exceptional food units -
Nabisco and Kraft - in a transaction that provides extraordinary value for all
shareholders. Nabisco has one of the best product portfolios, management teams
and overall organizations in the food industry. We look forward to an
integration that will add new strength and growth potential to the combined
company."
Mr. Kilts noted that the transactions will fulfill the pledge to
maximize the value of both NA and NGH shares made in May by the Nabisco Boards
and management. "NA and NGH shareholders will receive very substantial premiums.
NA's sale price represents a 101% increase in share value since late March, and
NGH's sale price is a 221% increase."
UBS Warburg and Morgan Stanley Dean Witter served as financial
advisors to both NGH and NA.
Nabisco is a major international producer of biscuits, snacks and
premium snacks, including such well-known U.S. brands as Oreo, SnackWell's and
Chips Ahoy! cookies; Ritz crackers; A.1 steak sauces; Grey Poupon mustards; Life
Savers and Trolli confections; Planters nuts and snacks; and Milk Bone dog
treats. International products include Christie, Peak Freens and Terrabusi
cookies and crackers; Royal dessert mixes; Fleischmann's yeast; and several
Nabisco global brands - Oreo, Ritz and Chips Ahoy! Nabisco markets products in
the United States and more than 85 countries around the world.
In connection with these transactions, Nabisco Group Holdings will
file a proxy statement with the Securities and Exchange Commission and Nabisco
Holdings will file an information statement with the Securities and Exchange
Commission. Investors are urged to read these documents when they become
available because they will contain important information. Investors may obtain
a free copy of these documents, and any other documents filed by the companies
in connection with the transactions, at the website of the Securities and
Exchange Commission (www.sec.gov) or by contacting MacKenzie Partners
(800-322-2885 or proxy@mackenziepartners.com).
Nabisco Group Holdings and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from Nabisco Group
Holdings' shareholders. The directors and executive officers of Nabisco Group
Holdings include: John T. Chain, Jr., Julius L. Chambers, John L. Clendenin,
Douglas R. Conant, Steven F. Goldstone, Ray J. Groves, James E. Healey, David B.
Jenkins, Nancy Karch, James M. Kilts, James A. Kirkman III, Fred H. Langhammer,
Richard H. Lenny, H. Eugene Lockhart, Theodore E. Martin and Rozanne L. Ridgway.
Collectively, as of March 15, 2000, the directors and executive officers of
Nabisco Group Holdings beneficially owned approximately 1.1% of the outstanding
shares of the company's common stock. Shareholders may obtain additional
information regarding the interests of such participants by reading Nabisco
Group Holdings' proxy statement when it becomes available.
2