-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ap86dtCmQTBkpFtFdB5rmUTVsRQXj1UPgURX/yn/glpSY3Kr8JcH/0hQ8CznwLzK breS9VBOQ6Oe/vyM8zwUeg== 0000928475-00-000053.txt : 20000515 0000928475-00-000053.hdr.sgml : 20000515 ACCESSION NUMBER: 0000928475-00-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NABISCO GROUP HOLDINGS CORP CENTRAL INDEX KEY: 0000847903 STANDARD INDUSTRIAL CLASSIFICATION: COOKIES & CRACKERS [2052] IRS NUMBER: 133490602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41184 FILM NUMBER: 627278 BUSINESS ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019-6013 BUSINESS PHONE: 2122585600 MAIL ADDRESS: STREET 1: 1301 AVE OF THE AMERICAS STREET 2: C/O RJR NABISCO HOLDINGS CORP CITY: NEW YORK STATE: NY ZIP: 10019-6013 FORMER COMPANY: FORMER CONFORMED NAME: RJR NABISCO HOLDINGS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RJR HOLDINGS CORP DATE OF NAME CHANGE: 19891116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 AMENDMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* -------------------------- NABISCO GROUP HOLDINGS CORP. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 74960K 876 (CUSIP Number of Class of Securities) Marc Weitzen, Esq. General Counsel Legal Department, Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) May 11, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject 1 to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 74960K 876 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC & OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8,617,100 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 8,617,100 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,617,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.64% 14 TYPE OF REPORTING PERSON* CO 3 SCHEDULE 13D CUSIP No. 74960K 876 1 NAME OF REPORTING PERSON Icahn & Co., Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC & OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8,272,900 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 8,272,900 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,272,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON* CO 4 SCHEDULE 13D CUSIP No. 74960K 876 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC & OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 14,347,200 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 14,347,200 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,347,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14 TYPE OF REPORTING PERSON* PN 5 SCHEDULE 13D CUSIP No. 74960K 876 1 NAME OF REPORTING PERSON Riverdale LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC & OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 14,347,200 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 14,347,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,347,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14 TYPE OF REPORTING PERSON* OO 6 SCHEDULE 13D CUSIP No. 74960K 876 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 31,237,200 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 31,237,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,237,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN 7 SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the U.S. Securities and Exchange Commission on February 4, 2000, and amended on March 2, 2000, March 13, 2000, March 30, 2000, April 4, 2000 and April 10, 2000 by the Registrants, relating to the common shares, par value $0.01 per share ("Shares"), of Nabisco Group Holdings Corp., a Delaware corporation ("Issuer" or "NGH"), is amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the previously filed statement on Schedule 13D. Item 4. Purpose of the Transaction Item 4 is hereby amended to add the following: On May 11, 2000, pursuant to a procedure adopted by NGH, High River Limited Partnership ("High River") delivered to representatives of NGH a letter (the "May 11 Letter") which indicates that High River foresees, subject to the matters stated therein, proposing a transaction in which a newly-formed Icahn entity ("Newco") would merge with NGH. The stockholders of NGH, other than Icahn entities, would receive $22 a share in a combination of $19 in cash and a two-year note with a principal amount of $3 in return for each share of NGH which they hold. Icahn entities would thereafter own 100% of the equity of NGH. At the request of High River, The Industrial Bank of Japan Limited ("IBJ") has performed certain preliminary due diligence functions and executed a confidentiality letter with NGH. The May 11 Letter anticipates a $7.5 billion refinancing of the debt of Nabisco Holdings Corp. ("NA"), which IBJ envisions arranging on several levels and which, in IBJ's estimate, would yield a net sum to NA (after repayment of existing debt) of approximately $3.4 billion in additional cash that would then be distributed to all the stockholders of NA. NGH would receive $2.7 billion of this distribution. As stated in the May 11 Letter, the $19 per share to be paid in cash for each NGH share would come from a combination of this $2.7 billion dividend to NGH and from an additional $3 billion to be provided from cash on hand at, and borrowings by Icahn entities. Notwithstanding the May 11 Letter, there is no assurance that any proposed transaction between Registrants or other Icahn entities and NGH or any of its subsidiaries will be favorably entertained by NGH, or, if favorably entertained, would ultimately be consummated whether on the terms set forth in the May 11 Letter or otherwise. This summary of the May 11 Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the letter which is appended hereto as Exhibit 1 and incorporated herein by reference. ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 is hereby amended to add the following: Registrants have delivered the May 11 Letter referred to in Item 4. See the response to Item 4, which is incorporated herein by reference. 8 ITEM 7. Material to be Filed as Exhibits 1. Letter from High River Limited Partnership to Issuer's representatives, dated May 11, 2000 9 SIGNATURE After reasonable inquiry and to the best of the undersigned knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 11, 2000 BARBERRY CORP. By: /s/ Carl C. Icahn Name: Carl C. Icahn Title: Chairmen of the Board and President ICAHN & CO., INC. By: /s/ Carl C. Icahn Name: Carl C. Icahn Title: Chairman of the Board and President HIGH RIVER LIMITED PARTNERSHIP By: RIVERDALE LLC, General Partner By: /s/ Carl C. Icahn Name: Carl C. Icahn Title: Member RIVERDALE LLC By: /s/ Carl C. Icahn Name: Carl C. Icahn Title: Member /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of the Amendment No. 7 to Schedule 13D with respect to Nabisco Group Holdings Corp. ] 10 EX-99 2 LETTER HIGH RIVER LIMITED PARTNERSHIP C/O ICAHN ASSOCIATES CORP. 767 Fifth Avenue - 47th Floor New York, New York 10153 Telephone No. (212) 702-4300 Fax No. (212) 688-1158 May 11, 2000 Nabisco Group Holdings Corp. c/o Blair Effron c/o Raymond McGuire Managing Director Managing Director Warburg Dillon Read LLC Morgan Stanley & Co. Incorporated 299 Park Avenue 1585 Broadway--35th Floor New York, NY 10171 New York, NY 10036 Ladies and Gentlemen: In conformity with your letter of April 24, 2000, we are hereby notifying you that we wish to proceed to the next level of review of Nabisco Holdings Corp. ('NA") and Nabisco Group Holdings Corp. ("NGH"). In that regard, please be advised as follows: 1. Subject to additional diligence which would be performed by my legal and financial staff and advisors as well as by The Industrial Bank of Japan, Limited ("IBJ") and others who may become involved at our request, we presently foresee proposing a transaction which would yield NGH stockholders $22 in a combination of cash and face amount of notes in return for each of their NGH shares. Following the transaction, a new Icahn entity ("Newco") would own 100% of the equity of NGH, which would at that time continue to own its interest in NA. At our request, IBJ has already performed certain preliminary due diligence functions and executed a confidentiality letter with NGH. 2. Our transaction calls for the refinancing of the debt of NA, which IBJ envisions arranging on several levels and which, in IBJ's estimate, would yield a net sum to NA (after repayment of existing debt) of approximately $3.4 billion in additional cash. This cash would be distributed as a dividend to NA's stockholders, including the public, and would yield approximately $2.7 billion of cash to NGH. 3. Immediately thereafter, in a business combination involving NGH and Newco, NGH stockholders, excluding Icahn related stockholders, who own an aggregate of approximately 31.2 million NGH shares, would receive a combination of cash and face amount of two-year, surviving company notes equaling $22 for each share of NGH they then hold. The cash, which we estimate would come to approximately $19 per NGH share, would be obtained from a combination of the $2.7 billion received from the NA dividend and approximately $3 billion, which will have been obtained from cash on hand at, and specific borrowings by Icahn entities and contributed to Newco. The notes of the surviving company ("Notes"), which we estimate would have a principal amount of May 11, 2000 Page 2 approximately $3 per NGH share, would be secured by the stock of NA (which would be owned by Newco) and would carry an interest rate of approximately 14 % per annum. Both principal and interest would be payable only at maturity. We believe that the notes will be paid at maturity out of refinancing proceeds or out of a sale of NA assets, in whole or in part. 4. Should the transaction be acceptable to NA and NGH, and assuming that our continued diligence proves satisfactory, in our discretion and the discretion of IBJ and other possible financing sources, we would be prepared to act rapidly to enter into agreements, satisfactory to each party, and to the closing of the transactions. We do not envision any required governmental approvals other than the expiration of the Hart-Scott- Rodino waiting periods which should present no issues. Furthermore, no public stockholders of any Icahn entity will be required to approve the proposed transaction. To date, the internal staff of Icahn entities has been involved in both the legal and financial analysis involved in putting together this proposal. In addition, as needed we have consulted with professionals outside of Icahn personnel and we may, should we go further in this transaction, engage other professionals to advise us and help complete the transaction. Any questions or comments that you have regarding this proposal should be addressed to Carl C. Icahn at (212) 702-4333. Thank you for your cooperation in providing materials to us and to our advisors in connection with our consideration of a possible NA and Nabisco Group Holdings Corp. Very truly yours, HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC By:________________________ Carl C. Icahn, Member [Letter advising NGH financial advisors of Icahn desire to proceed to next level of NGH review] -----END PRIVACY-ENHANCED MESSAGE-----