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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 GROUP HOLDINGS CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10215 13-3490602
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation or Identification No.)
Organization)
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 Group Holdings Corp. ("NGH") has entered
into an Agreement and Plan of Merger dated as of June 25, 2000 which provides
for the acquisition of NGH by R.J. Reynolds Tobacco Holdings, Inc. (the "NGH
merger").
As described in NGH's definitive proxy statement dated September 26, 2000
relating to the NGH merger, 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 Corp. 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. The NGH
stockholder meeting to vote on approval of the NGH merger has been scheduled
for October 27, 2000.
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 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.
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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 10, 2000
NABISCO GROUP HOLDINGS CORP.
By: /s/ James A. Kirkman III
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Name: James A. Kirkman III
Title: Senior Vice President,
General Counsel and Secretary
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