IN `THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
\I
HARRIET RAND and MIRIAM SARNOFF,
Plaintiffs, Civil Action No. /ti/,av dc
;CLASS ACTION COMPLAINT
V.
NABISCO GROUP HOLDINGS CORPORATION,
JAMES M. KILTS, JOHN T. CHAIN, JR., JULIUS L.
CHAMBERS,, JOHN L. CLENDENIN, STEPHEN F.
GOLDSTONE, RAY J. GROVES, DAVID B. JENKINS,
NANCY KARCH, FRED H. LANGHAMMER, H. EUGENE
LRCX&$ii;T, THEODORE E. MARTIN and ROZANNE L.
Defendants.
,.
Plaintiffs, by their attorneys, allege upon information and belief except with
respect to `his ownership of Nabisco Group Holdings Corporation ( "Group" or the
"Company") common stock, which is alleged upon personal knowledge, as follows:
PARTIES
1. Plaintiffs own stock of defendant Group.
2. Defendant Group is a Delaware corporation with offices at 7 Campus Drive,
Parsippany, New Jersey 07054. Group is a holding company whose sole asset is
Nabisco Holdings Corp. ("Holdings"). As of March 15, 2000, Group had over
326,400,OOO outstanding shares of common stock held by 45,000 shareholders of
record.
3. Dlefendant James M. Kilts is Chief Executive Officer, President and a Director
of the Company.
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SNIPPETS:
Plaintiffs, by their attorneys, allege upon information and belief except with
respect to `his ownership of Nabisco Group Holdings Corporation ("Group" or the
"Company") common stock, which is alleged upon personal knowledge, as follows:
Plaintiffs own stock of defendant Group.
Theodore E. Martin and Rozanne L. Ridgway are Directors of the Company.
The foregoing individuals (collectively the "Individual Defendants") as
officers and/lor directors of Nabisco owe Nabisco public shareholders fiduciary duties.
so numerous that joinder of all class members is impracticable.
there were over 326 million shares of defendant Group common stock outstanding
of the Class and which predominate over any questions affecting any individual
the Company to potential buyers and to obtain the best transaction available on the
Accordingly, plaintiffs are adequate
For the reasons stated herein, a class action is superior to other available
Reynolds") which, ironically, was a former subsidiary of Group.
acquire Holdings for $55 per share, or $14.91 billion in cash.
Reportedly, after striking a deal with Phillip Morris Companies on June 25,
percent premium over the market price on a sale of Group.
cash value of the sale of Group's sole asset to Phillip Morris.
The proposed transaction is wrongful, unfair and harmful to Group's public
plaintiffs and the Class, and have breached, and are breaching, their fiduciary duties to
Plaintiffs have no adequate remedy at law.
Class for all losses and damages suffered and to be suffered by them as a result of the
be just and proper.
East 45th Street New York,
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