10-Q/A 1 a2026946z10-qa.txt 10-Q/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 ------------------- NABISCO HOLDINGS CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-13556 13-3077142 (State or other (Commission file (I.R.S. Employer Identification jurisdiction of number) No.) incorporation or organization)

NABISCO, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 1-1021 13-1841519 (State or other (Commission file (I.R.S. Employer Identification jurisdiction of number) No.) incorporation or organization)

7 CAMPUS DRIVE PARSIPPANY, NEW JERSEY 07054-0311 (973) 682-5000 (Address, including zip code, and telephone number, including area code, of the principal executive offices of Nabisco Holdings Corp. and Nabisco, Inc.) ------------------------ INDICATE BY CHECK MARK WHETHER THE REGISTRANTS (1) HAVE FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANTS WERE REQUIRED TO FILE SUCH REPORTS), AND (2) HAVE BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO __ INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANTS' CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: APRIL 30, 2000: NABISCO HOLDINGS 51,438,397 SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 CORP.: PER SHARE 213,250,000 SHARES OF CLASS B COMMON STOCK, PAR VALUE $.01 PER SHARE NABISCO, INC.: 100 SHARES OF COMMON STOCK, PAR VALUE $2.50 PER SHARE

------------------- NABISCO, INC. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- INDEX

PART I ITEM 1. FINANCIAL STATEMENTS NABISCO HOLDINGS CORP. NABISCO, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. 1 NABISCO HOLDINGS CORP. NABISCO, INC. CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (DOLLARS IN MILLIONS)

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. 2 NABISCO HOLDINGS CORP. NABISCO, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (DOLLARS IN MILLIONS)

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. 3 NABISCO HOLDINGS CORP. NABISCO, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (DOLLARS IN MILLIONS)

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS. 4 NABISCO HOLDINGS CORP. NABISCO, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE 1--INTERIM REPORTING AND RESULTS OF OPERATIONS GENERAL For interim reporting purposes, certain costs and expenses are charged to operations in proportion to the estimated total annual amount expected to be incurred. The results for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for the year ended December 31, 2000. In management's opinion, the accompanying unaudited consolidated condensed financial statements (the "Consolidated Condensed Financial Statements") of Nabisco Holdings Corp. ("Nabisco Holdings") and Nabisco, Inc. ("Nabisco" together with Nabisco Holdings, the "Companies") contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The Consolidated Condensed Financial Statements should be read in conjunction with the consolidated financial statements and footnotes included in the Annual Report on Form 10-K of Nabisco Holdings and Nabisco for the year ended December 31, 1999. Certain prior period amounts have been reclassified to conform to the current period presentation. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS During the second quarter of 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, which was required to be adopted by January 1, 2000, with early adoption permitted. In June 1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities--Deferral of the Effective Date of SFAS No. 133, which amended SFAS No. 133 to delay its effective date one year. SFAS No. 133 requires that all derivative instruments be recorded on the consolidated balance sheet at their fair value. Changes in the fair value of derivatives will be recorded each period in earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Nabisco Holdings and Nabisco have not yet determined the impact, if any, that adoption or subsequent application of SFAS No. 133 will have on its financial position or results of operations. ACQUISITION GOODWILL ADJUSTMENT In November 1999, Nabisco acquired certain assets and liabilities of Favorite Brands International, Inc. As of March 31, 2000 the purchase price allocation has not been fully completed, pending the completion of the acquisition integration plan. However, additional goodwill of $24 million was recognized during the first quarter of 2000 from the settlement of the purchase price for working capital amounts, resulting in total goodwill of $92 million. 5 NOTE 1--INTERIM REPORTING AND RESULTS OF OPERATIONS (CONTINUED) 1998 RESTRUCTURING CHARGES In the second and fourth quarters of 1998, Nabisco recorded restructuring charges of $406 million ($268 million after tax) and $124 million ($94 million after tax), respectively, and in 1999, recorded a net restructuring credit of $67 million ($48 million after tax), resulting in a total net charge for the 1998 restructuring programs of $463 million ($314 million after tax). These restructuring programs were undertaken to streamline operations and improve profitability and will result in a workforce reduction of approximately 6,900 employees of which 6,700 positions were eliminated as of March 31, 2000. The June 1998 program was substantially completed in 1999 and the December 1998 program is expected to be substantially completed by mid-year 2000. The restructuring programs when completed will require cash expenditures, net of cash proceeds of approximately $140 million. The key elements of the restructuring programs include:

The key elements of the restructuring programs, after the restructuring credit of $67 million include:

Total charges and payments include cash expenditures, non-cash charges primarily for asset impairments and committed severance and benefits to be paid. The total cash payments, net of cash proceeds applied against the restructuring reserves totaled $123 million, which is comprised of cumulative cash expenditures of $145 million and cumulative cash proceeds of $22 million. For the quarter ended March 31, 2000, cash payments, net of cash proceeds totaled $20 million, which is comprised of $21 million of cash expenditures and $1 million of cash proceeds which were applied 6 NOTE 1--INTERIM REPORTING AND RESULTS OF OPERATIONS (CONTINUED) against the restructuring reserves. Cash payments for the three months ended March 31, 2000 exceeded charges and payments, net of cash proceeds, for the three months ended March 31, 2000 due to payments made to satisfy severance and benefit obligations previously committed and charged against the reserves. NOTE 2--INVENTORIES The major classes of inventory are shown in the table below:

NOTE 3--SEGMENT INFORMATION OPERATING SEGMENT DATA Nabisco Holdings is a holding company whose subsidiaries are engaged in the manufacture, distribution and sale of cookies, crackers and other food products. Nabisco Holdings is organized and reports its results of operations in three business segments: Nabisco Biscuit Company, the Nabisco Foods Company and the International Food Group which are segregated by both product and geographic area. The Company evaluates performance and allocates resources based on operating company contribution ("OCC") before restructuring-related expenses. OCC before restructuring-related expenses for each reportable segment is operating income before amortization of intangibles, restructuring charges and credits and exclusive of restructuring-related expenses.

7 NOTE 4--SUBSEQUENT EVENT On May 5, 2000, the European Commission gave clearance to Nabisco's previously announced intention of joining a consortium of investors, Finalrealm Limited ("Finalrealm"), that has acquired the equity of United Biscuits (Holdings) plc ("UB"), a United Kingdom company, for cash of 265 pence per UB share. Pursuant to the definitive agreements and subject to completion: (i) Nabisco will contribute approximately $45 million in cash and its operations in Spain, Portugal and the Middle East (in 1999, these operations had net sales of approximately $290 million) to an associate of Finalrealm and in exchange receive dual convertible discounted preferred securities; (ii) Finalrealm has agreed to procure the sale to Nabisco of UB's operations in China, Hong Kong and Taiwan (in 1999, these operations had net sales of approximately $66 million). It is expected that Nabisco will have: (i) an economic interest of 26.5% in the consortium which will be comprised of UB's businesses in the United Kingdom, France, the Benelux countries and Nabisco's operations named above; and (ii) ownership of UB's Asian businesses cited above. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of Nabisco Holdings' financial condition and results of operations. The discussion and analysis of the results of operations is divided into separate sections for sales, operating company contribution and operating income. The sales section includes information as reported in the historical financial statements followed by management's discussion and analysis of these results. The operating company contribution and operating income sections include information as reported in the historical financial statements, followed by special items that management believes impact the comparability of historical results, results excluding special items and management's discussion and analysis of results excluding special items. Results excluding special items are presented on a basis consistent with how the businesses are managed. Special items include restructuring-related expenses that management believes affect the comparability of the results of operations. The results of operations excluding special items should not be viewed as a substitute for the historical results of operations but as a tool to better understand the underlying trends in the business. The discussion and analysis of Nabisco Holdings' financial condition and results of operations should be read in conjunction with the historical financial information and the related notes thereto included in the Consolidated Condensed Financial Statements. The food business is conducted by the operating subsidiaries of Nabisco Holdings. Nabisco's businesses in the United States are comprised of Nabisco Biscuit Company and the Nabisco Foods Company, formerly known as the U.S. Foods Group. Nabisco's businesses outside the United States are conducted by Nabisco Ltd and Nabisco International, Inc. ("Nabisco International" together with Nabisco Ltd, the "International Food Group"). SALES

- Nabisco Biscuit Company's net sales increased 2% versus the prior year due to continued momentum in volume growth from its core cookie and cracker brands as well as the impact of several new products. Offsetting some of these gains were several discontinued breakfast food and snack items. - Nabisco Foods Company's net sales increased 45% to $631 million. Excluding the impact on net sales resulting from the November 1999 acquisition of the Favorite Brands' business, net sales grew 14%, over the prior year, primarily due to volume gains from nuts, confections and pet snacks. - International's net sales increased 1% versus the prior year to $557 million. Excluding the impact of unfavorable foreign currency translations, International's net sales increased 2%. This increase is primarily due to volume gains in Argentina, principally due to the impact of the Canale S.A. acquisition, the Andean region and Asia as well as price increases in Brazil, partially offset by volume declines in Brazil, Mexico and Spain.

9 OPERATING COMPANY CONTRIBUTION

------------------------ (1) Operating company contribution represents operating income before amortization of trademarks and goodwill and restructuring charges (credits). THE FOLLOWING DISCUSSION AND ANALYSIS IS BASED ON OPERATING COMPANY CONTRIBUTION EXCLUDING SPECIAL ITEMS: - Nabisco Biscuit Company's operating company contribution increased 9% versus the prior year. The increase reflects the impact of ongoing productivity programs on manufacturing costs and volume gains in its core cookie and cracker brands. Increased marketing spending and lower breakfast snack volumes partially offset these gains. - Nabisco Foods Company's operating company contribution increased 33% versus the prior year. The results were primarily due to strong volume gains from nuts, confections and pet snacks partially offset by increased marketing spending. - International's operating company contribution increased 3% versus the prior year. The increase was primarily due to volume increases in Argentina, the Andean region and Asia. Also contributing to the increase was the impact of productivity programs on lowering costs in Canada and Argentina. Partially offsetting this increase were volume declines in Brazil, Mexico and Spain in addition to increased marketing investments in Canada, Asia and Brazil.

10 OPERATING INCOME

THE FOLLOWING DISCUSSION AND ANALYSIS IS BASED ON OPERATING INCOME EXCLUDING SPECIAL ITEMS: - Nabisco Holdings' operating income was $175 million in the first quarter of 2000, an increase of 17% from the first quarter 1999 level of $149 million, primarily due to the increase in operating company contribution discussed previously.

INTEREST AND DEBT EXPENSE Consolidated interest and debt expense of $70 million in the first quarter of 2000 increased 8% from the first quarter of 1999, due to higher average debt levels and higher average interest rates. OTHER INCOME (EXPENSE), NET Other income (expense), net was $6 million expense in the first three months of 2000 compared to $10 million expense in the first three months of 1999. The first three months comparison primarily reflects foreign exchange gains in 2000 versus foreign exchange losses in 1999. NET INCOME Nabisco Holdings reported net income of $60 million in the first quarter of 2000, an increase of 67% when compared with net income of $36 million for the first quarter of 1999. This increase resulted primarily from higher operating income and lower other income (expense), net offset by higher interest and debt expense and an increase in the provision for income taxes. COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) was $63 million income in the first quarter of 2000 versus a loss of $99 million in the first quarter of 1999. The $162 million change reflects higher net income and foreign currency translation gains in 2000 compared to foreign currency translation losses in 1999. RESTRUCTURING Savings objectives set in our 1998 restructuring programs are on target despite lower than anticipated spending to date. The June 1998 program was substantially completed in 1999 and the December 1998 program is expected to be substantially completed by mid-year 2000. Pre-tax savings in 2000 are expected to be approximately $140 million including cash savings of $133 million and, after completion of the programs, are expected to be approximately $145 million annually including cash savings of $135 million. In 1999, Nabisco recorded a net restructuring credit of $67 million. This net credit reduced the restructuring charges to $463 million. As the remaining projects from the December 1998 restructuring program are completed, we will continue to analyze the actual spending and the estimated cost to complete the programs. The results of that analysis will determine what further adjustments, if any, will be necessary. Cumulative cash expenditures, net of cash proceeds to date have totaled $123 million with $20 million expended in the first three months of 2000. The cash component of the restructuring charge for the programs will be approximately $140 million including an estimated 11 $37 million expenditure in 2000. For a further discussion of the restructuring programs, see Note 1 to the Consolidated Financial Statements. LIQUIDITY AND FINANCIAL CONDITION Net cash flows used in operating activities amounted to $19 million for the first quarter of 2000 compared to $149 million for the first quarter of 1999. The decrease in net cash flows used in operating activities primarily reflects the 2000 increase in net income and lower working capital requirements. Cash flows used in investing activities decreased $8 million in the first quarter of 2000 to $37 million from the first quarter of 1999 primarily because of lower capital expenditures. Capital expenditures were $39 million in the first quarter of 2000. Management expects that capital expenditures for 2000 will be approximately $250 million, which is sufficient to support the strategic and operating needs of Nabisco Holdings' businesses. Management also expects that cash flow from operations will be sufficient to support its planned capital expenditures in 2000. Cash flows from financing activities for the first quarter of 2000 decreased $147 million to $40 million from the first quarter of 1999, principally due to lower net proceeds from long-term debt partially offset by a higher increase in notes payable. As of March 31, 2000, the $1.5 billion revolving credit facility was unutilized and available to support borrowings and the 364-day $1.1 billion credit facility was unavailable as it supported outstanding commercial paper borrowings. The Nabisco Holdings' credit facilities restrict dividends and distributions after January 1, 1999 by Nabisco Holdings to holders of its equity securities by requiring a minimum net worth amount. As of March 31, 2000, actual net worth, as defined, exceeded required net worth by approximately $810 million. Nabisco Holdings does not believe that its credit arrangements will limit its ability to pay dividends. Nabisco's credit facilities limit the ability of Nabisco Holdings and its subsidiaries to incur indebtedness, engage in transactions with stockholders and affiliates, create liens, acquire, sell or dispose of certain assets and securities and engage in certain mergers or consolidations. Nabisco Holdings and Nabisco believe that they are currently in compliance with all covenants and restrictions imposed by the terms of their indebtedness. At March 31, 2000, Nabisco Holdings' total debt (notes payable and long-term debt, including current maturities) and total capital (total debt and total stockholders' equity) amounted to approximately $4.2 billion and $8.1 billion, respectively, of which total debt is higher by $88 million and total capital is higher by $101 million than their respective balances at December 31, 1999. Nabisco Holdings' ratios of total debt to total stockholders' equity and total debt to total capital at March 31, 2000 were 1.1 to 1 and .51 to 1, respectively. Nabisco Holdings currently pays regular quarterly dividends on its common stock at an annual rate of $.75 per share. At that rate, the aggregate amount of dividends to be paid would be approximately $198 million during 2000. Nabisco holdings believes that its internally generated cash and borrowings under its bank credit agreement and any other lines of credit it may establish will provide adequate funds for working capital, interest expense, capital expenditures and payment of its anticipated quarterly dividends. Nabisco Holdings expects to finance future acquisitions primarily from internally generated cash or borrowings. SUBSEQUENT EVENT On May 5, 2000, the European Commission gave clearance to Nabisco's previously announced intention of joining a consortium of investors, Finalrealm Limited ("Finalrealm"), that has acquired the equity of United Biscuits (Holdings) plc ("UB"), a United Kingdom company, for cash of 265 pence 12 per UB share. Pursuant to the definitive agreements and subject to completion: (i) Nabisco will contribute approximately $45 million in cash and its operations in Spain, Portugal and the Middle East (in 1999, these operations had net sales of approximately $290 million) to an associate of Finalrealm and in exchange receive dual convertible discounted preferred securities; (ii) Finalrealm has agreed to procure the sale to Nabisco of UB's operations in China, Hong Kong and Taiwan (in 1999, these operations had net sales of approximately $66 million). It is expected that Nabisco will have: (i) an economic interest of 26.5% in the consortium which will be comprised of UB's businesses in the United Kingdom, France, the Benelux countries and Nabisco's operations named above; and (ii) ownership of UB's Asian businesses cited above. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATE EXPOSURE Nabisco is exposed to changes in interest rates primarily as a result of its borrowing activities which include commercial paper, short-term borrowings and long-term fixed rate debt used to maintain liquidity and fund its business operations. Nabisco employs a variance/co-variance approach to its calculation of Value at Risk ("VaR"), which is a statistical measure of potential loss in terms of fair value, cash flows, or earnings of interest rate sensitive financial instruments over a one year horizon using a 95% confidence interval for changes in interest rates. The model assumes that financial returns are normally distributed. For options and instruments with non-linear returns, the model uses the delta/ gamma method to approximate the financial return. The VaR, which is the potential loss in fair value associated with Nabisco's exposure to changing interest rates, was $226 million after tax at March 31, 2000, an increase of $5 million from the December 31, 1999 amount. The VaR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by Nabisco, nor does it consider the potential effect of favorable changes in market factors. COMMODITY PRICE EXPOSURE The VaR associated with Nabisco's derivative commodity instruments due to reasonably possible near-term changes in commodity prices, based on historical commodity price movements, would not result in a material effect on the future earnings of Nabisco. The VaR associated with Nabisco's net commodity exposure (anticipated future purchases less derivatives, inventory and firm purchase commitments) would result in a potential loss in pre-tax earnings of $40 million at March 31, 2000, an increase of $10 million from the December 31, 1999 amount. The VaR associated with either Nabisco's derivative commodity instruments or its net commodity exposure would not have a material effect on the fair values or cash flows of Nabisco. ------------------------ The foregoing discussion in "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements concerning, among other things, the amount of savings from the restructuring program, the level of future capital expenditures, and the level of dividends. These statements reflect management's current views with respect to future events and financial performance. These forward-looking statements are based on many assumptions and factors including competitive pricing for products, commodity prices, success of new product innovations and acquisitions, economic conditions in countries where Nabisco Holdings' subsidiaries do business, the effects of currency fluctuations and the effects of government regulation. Any changes in such assumptions or factors could produce significantly different results. 13 PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The matters below were voted upon at the annual meeting of stockholders of Nabisco Holdings Corp. held on May 8, 2000. At the meeting, 41,499,066 shares of Class A Common Stock and 213,250,000 shares of Class B Common Stock were represented in person or by proxy. Class A Common Stock and Class B Common Stock are entitled to one (1) vote and ten (10) votes per share, respectively, and vote together as a single class. (a) Election of thirteen Directors

(b) Ratification of appointment of Deloitte & Touche LLP as independent auditors. ~~For........................................... 2,173,960,677 Against....................................... 22,019 Abstain....................................... 16,372~~

14 PART II ITEM 5. OTHER INFORMATION EXPLORATION OF ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE On April 3, 2000, the Board of Directors of Nabisco Group Holdings Corp. ("NGH") directed its management to explore all alternatives to maximize shareholder value, including the sale of NGH or the sale of Nabisco Holdings. In this connection, NGH engaged UBS Warburg LLC and Morgan Stanley & Co. Incorporated as financial advisors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1 Nabisco Holdings Corp. 1994 Long Term Incentive Plan (effective April 17, 1997 as amended and restated through March 17, 2000) (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of Nabisco Holdings Corp. and Nabisco, Inc. for the fiscal quarter ended March 31, 2000, filed May 12, 2000 (the "March 2000 Nabisco Form 10-Q")). 10.2 Form of Restricted Stock Units Agreement between Nabisco Holdings Corp. and the grantee named therein (incorporated by reference to Exhibit 10.2 to the March 2000 Nabisco Form 10-Q). 10.3 Form of Non-Qualified Stock Option Agreement between Nabisco Holdings Corp. and optionee named therein (2000 grant) (incorporated by reference to Exhibit 10.3 to the March 2000 Nabisco Form 10-Q). 10.4 Amended and Restated Employment Agreement by and among Nabisco Holdings Corp., Nabisco, Inc., Nabisco Group Holdings Corp. and James M. Kilts (effective April 1, 2000) (incorporated by reference to Exhibit 10.4 to the March 2000 Nabisco Form 10-Q). 10.5 Employment Agreement (dated October 1, 1997) by and among Nabisco, Inc., Nabisco Holdings Corp., Nabisco Group Holdings Corp. and James E. Healey (as amended and restated effective March 17, 2000) (incorporated by reference to Exhibit 10.5 to the March 2000 Nabisco Form 10-Q). 10.6 Employment Agreement (dated October 12, 1988) by and among Nabisco, Inc., Nabisco Holdings Corp., Nabisco Group Holdings Corp. and C. Michael Sayeau (as amended and restated effective March 17, 2000) (incorporated by reference to Exhibit 10.6 to the March 2000 Nabisco Form 10-Q). 10.7 Employment Agreement (dated February 9, 1998) by and among Nabisco, Inc., Nabisco Holdings Corp., Nabisco Group Holdings Corp. and Richard H. Lenny (as amended and restated effective March 17, 2000) (incorporated by reference to Exhibit 10.7 to the March 2000 Nabisco Form 10-Q). 10.8 Employment Agreement (dated September 1, 1995) by and among Nabisco, Inc., Nabisco Holdings Corp., Nabisco Group Holdings Corp. and Douglas R. Conant (as amended and restated effective March 17, 2000) (incorporated by reference to Exhibit 10.8 to the March 2000 Nabisco Form 10-Q). 10.9 Nabisco Holdings Corp. Annual Incentive Award Plan (effective January 1, 1995 as amended and restated as of March 17, 2000) (incorporated by reference to Exhibit 10.9 to the March 2000 Nabisco Form 10-Q). 10.10 Nabisco Holdings Corp. 1999 Retention Plan Guidelines (effective July 1, 1999) (incorporated by reference to Exhibit 10.10 to the March 2000 Nabisco Form 10-Q).

15 10.11 Nabisco Salary and Benefit Continuation Program (as amended and restated effective January 1, 1997) (incorporated by reference to Exhibit 10.11 to the March 2000 Nabisco Form 10-Q). 10.12 Nabisco Flexible Perquisite Program Guidelines (as updated January 1, 2000) (incorporated by reference to Exhibit 10.12 to the March 2000 Nabisco Form 10-Q). 12 Nabisco, Inc. Computation of Ratio of Earnings to Fixed Charges for the three months ended March 31, 2000 (incorporated by reference to Exhibit 12 to the March 2000 Nabisco Form 10-Q). 27.1 Nabisco Holdings Corp. Financial Data Schedule for the first quarter of 2000 (incorporated by reference to Exhibit 27.1 to the March 2000 Nabisco Form 10-Q). 27.2 Nabisco, Inc. Financial Data Schedule for the first quarter of 2000 (incorporated by reference to Exhibit 27.2 to the March 2000 Nabisco Form 10-Q).

16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NABISCO HOLDINGS CORP. NABISCO, INC. (Registrants) /s/ JAMES E. HEALEY ...................................... James E. Healey Executive Vice President and Chief Financial Officer Date: October 3, 2000 /s/ THOMAS J. PESCE ...................................... Thomas J. Pesce Senior Vice President and Controller

NABISCO HOLDINGS CORP 10-Q/A