-----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, Qt/joIpTcVqufg8cGrZe6Ph8SEqdltHpWyZYla1oEC/fFoWHtXFocTCN0pPc9kXC p2MtKbx+PicsNAzgb2Nl9g== 0000902664-00-000143.txt : 20000215 0000902664-00-000143.hdr.sgml : 20000215 ACCESSION NUMBER: 0000902664-00-000143 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 GROUP MEMBERS: BAKER, FENTRESS & COMPANY GROUP MEMBERS: JOHN A. LEVIN & CO., INC. GROUP MEMBERS: LEVIN JOHN A & CO INC /NY/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NABISCO HOLDINGS CORP CENTRAL INDEX KEY: 0000932130 STANDARD INDUSTRIAL CLASSIFICATION: COOKIES & CRACKERS [2052] IRS NUMBER: 133077142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-44287 FILM NUMBER: 538680 BUSINESS ADDRESS: STREET 1: 7 CAMPUS DR STREET 2: P O BOX 311 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2016825000 MAIL ADDRESS: STREET 1: 7 CAMPUS DR STREET 2: P O BOX 311 CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIN JOHN A & CO INC /NY/ CENTRAL INDEX KEY: 0000811349 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133134273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE ROCKFELLER PLZ 25TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13G (Rule 13d-102) ________________ INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. _____________)* Nabisco Holdings Corp. (Name of Issuer) Class A Common Stock, $.01 par value (Title of Class of Securities) 629526 10 4 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) ___________ * 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 the disclosures provided in a prior cover page. The information required in 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 to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13G PAGE 2 OF 7 CUSIP No. 629526 10 4 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John A. Levin & Co., Inc. 13-3134273 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 34,500 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,377,608 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 34,500 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,285,150 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,650 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ Schedule 13G PAGE 3 OF 7 CUSIP No. 629526 10 4 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baker, Fentress & Company 36-0767530 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ NUMBER OF (5) SOLE VOTING POWER 34,500 SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 1,377,608 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER 34,500 REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,285,150 _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,319,650 _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IV ___________________________________________________________________________ Schedule 13G PAGE 4 OF 7 Schedule 13G of John A. Levin & Co., Inc. ("Levin & Co.") and Baker, Fentress & Company ("Baker Fentress") with respect to the Class A Common Stock, $.01 par value (the "Class A Common Stock"), of Nabisco Holdings Corp. (the "Company"). ITEM 1(a). NAME OF ISSUER: Nabisco Holdings Corp. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 7 Campus Drive, Parsippany, New Jersey 07054 ITEM 2(a). NAME OF PERSON FILING: John A. Levin & Co., Inc. ("Levin & Co.") Baker, Fentress & Company ("Baker Fentress") ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: John A. Levin & Co., Inc. Baker, Fentress & Company One Rockefeller Plaza 200 West Madison Street New York, New York 10020 Chicago, Illinois 60606 ITEM 2(c). CITIZENSHIP: Levin & Co. and Baker Fentress are each corporations organized under the laws of the State of Delaware. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Class A Common stock, $.01 par value (the "Class A Common Stock"). ITEM 2(e). CUSIP NUMBER: 629526 10 4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [x] Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d- 1(b)(1)(ii)(E) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d- Schedule 13G PAGE 5 OF 7 1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G); (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX. [ ] ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: 3,319,650 (b) Percentage of Class: 6.5% (based on the 51,408,928 shares of Class A Common Stock reported to be outstanding as of October 29, 1999, as reflected in the Company's Form 10-Q for the quarter ended September 30, 1999.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 34,500 (ii) shared power to vote or to direct the vote: 1,377,608 (iii)sole power to dispose or to direct the disposition of: 34,500 (iv) shared power to dispose or to direct the disposition of: 3,285,150 Levin & Co., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, holds for the accounts of its investment advisory clients, and thereby beneficially owns, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, the foregoing shares of Class A Common Stock. Baker Fentress, an investment company registered under the Investment Company Act of 1940, as amended, is the sole shareholder of Levin Management Co., Inc., a Delaware corporation which is the sole shareholder of Levin & Co. Baker Fentress, therefore, may be deemed the beneficial owner of the shares of Class A Common Stock held by Levin & Co. Schedule 13G PAGE 6 OF 7 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule 13G is filed by Levin & Co. and Baker Fentress with respect to Class A Common Stock purchased by Levin & Co. on behalf of Levin & Co.'s investment advisory clients. Each such client has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in such person's account. No such client has any of the foregoing rights with respect to more than five percent of the class of securities identified in Item 2(d). There is no agreement or understanding among such persons to act together for the purpose of acquiring, holding, voting or disposing of any such securities. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Schedule 13G PAGE 7 OF 7 ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below, Levin & Co. and Baker Fentress certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 14, 2000 JOHN A. LEVIN & CO., INC. /s/ John A. Levin --------------------------- John A. Levin Chairman and Chief Executive Officer BAKER, FENTRESS & COMPANY /s/ John A. Levin --------------------------- John A. Levin Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----