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Philip Morris eyeing Nabisco 

Philip Morris Cos. still expects to close its merger with Nabisco Holdings Corp. this year but likely not until the latter half of December.

A Philip Morris spokesman said the company is still complying with the second request in the antitrust review by the Federal Trade Commission.

"We're in discussions," the spokesman said of the FTC review. "It's a pretty fluid process."

The spokesman declined to say if the maker of Marlboro cigarettes and Kraft cheese products was divesting assets to satisfy the FTC. If the company arranges any divestitures, it will announce the sales publicly, the spokesman said.

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Nabisco Shareholders Approve Purchases by RJR, Philip Morris 

Nabisco Group Holdings Corp. shareholders approved the company's sale to R.J. Reynolds Tobacco Holdings Inc., after giving the go ahead for Philip Morris Cos. to buy its operating unit, Nabisco Holdings Corp.

The transaction remains under review by U.S. antitrust authorities, Nabisco Group said in a statement. The companies expect the purchases to be completed by year-end.

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• Shareholders approve Nabisco-Philip Morris deal 

Nabisco Group Holdings Corp. on Friday said its shareholders approved the sale of its Nabisco Holdings Corp. unit, which makes Oreo cookies and Grey Poupon mustard, to food and tobacco giant Philip Morris Cos. for $55 a share.

Nabisco Group Holdings owns 80.6 percent of Nabisco Holdings, the No. 1 U.S. cookie and cracker maker. Philip Morris agreed to buy it in June.

Philip Morris will create a snack and food behemoth by combining Nabisco with it Kraft Foods unit, helping Philip Morris remain the world's second-largest food company, after Swiss giant Nestle SA .

Philip Morris plans an initial public offering for less than 20 percent of the combined food operations after the deal closes.

The stockholders also approved the subsequent acquisition of parent Nabisco Group Holdings by R.J. Reynolds Tobacco Holdings Inc. for $30 a share. The primary asset of Nabisco Group Holdings after the sale of the Nabisco foods company will be about $11.8 billion in cash.

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Nabisco Reports Drop in Profits 

Cookie maker Nabisco Holdings Corp. reported Wednesday a 32 percent drop in third-quarter profits, mainly due to costs related to its pending sale to tobacco interests.

For the three months ended Sept. 30, the Parsippany-based food company reported net income of $78 million, or 29 cents per share, down from $114 million, or 43 cents per share, in the year-ago period.

Excluding $30 million in costs due to the pending sale, Nabisco earned $108 million, or 40 cents per share, up from operating earnings of $81 million, or 30 cents per share.

That beat the forecast of analysts surveyed by First Call/Thomson Financial, who had predicted earnings of 35 cents per share.

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Nabisco Operating Profits Rise 33 Percent 

No. 1 U.S. cookie and cracker maker Nabisco Holdings Corp. said on Wednesday its third-quarter operating earnings climbed 33 percent, easily beating expectations as consumers' expanding appetite for snacks helped fuel sales and market share gains.

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Nabisco's Net Drops 32% Amid Expenses Related to Purchase by Philip Morris 

Nabisco Holdings Corp. posted a 32% drop in third-quarter net income on expenses related to its pending acquisition by Philip Morris Cos. When excluding these and other items, the food company's earnings topped Wall Street's expectations by a nickel a share.

Nabisco (NA), the top cookie and cracker maker in the U.S., said net income came to $78 million, or 29 cents a diluted share, compared with $114 million, or 43 cents share, in the year-earlier period. After stripping out items, earnings rose 38% to $108 million, or 40 cents a share, from $78 million, or 30 cents a share, a year earlier. Analysts polled by First Call/Thomson Financial expected profit, excluding items, of 35 cents a share.

The company said its latest results included expenses of about $30 million, or 11 cents a share, related to the pending sale of Nabisco to Philip Morris (MO) and the sale of Nabisco Group Holdings Corp. (NGH) to R.J. Reynolds Tobacco Holdings Inc. (RJR).

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Nabisco Holdings 3rd-Quarter Profit Rises 33 Percent (Update2) 

Nabisco Holdings Corp., which is being bought by Philip Morris Cos., said third-quarter earnings rose 33 percent as sales of candies, Oreo cookies, Ritz crackers and other snacks increased.

Profit from operations rose to $108 million, or 40 cents a share, from $81 million, or 30 cents, a year earlier. The results beat the 35-cent average estimate of analysts surveyed by First Call/Thomson Financial. Sales rose 9.5 percent to $2.25 billion from $2.06 billion, said spokesman Hank Sandbach.

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Nabisco Holdings 3rd-Qtr Profit Rises on Higher Snack Sales 

Nabisco Holdings Corp., the food company being bought by Philip Morris Cos., said third-quarter earnings rose 33 percent as sales of Oreo cookies, Ritz crackers and other snacks increased.

Profit from operations rose to $108 million, or 40 cents a share, from $81 million, or 30 cents, a year earlier. The results beat the 35-cent average estimate of analysts surveyed by First Call/Thomson Financial. Sales rose 9.5 percent to $2.25 billion from $2.06 billion, said spokesman Hank Sandbach.

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Commission clears acquisition of Nabisco by Philip Morris. 

The European Commission has approved the acquisition of US company Nabisco Holdings Corp. by Philip Morris Companies Inc, also of the United States. The deal will create one of the world's biggest players in the consumer food products sector, but the impact in Europe will be limited to chocolate confectionery in The Netherlands and there is sufficient competition from other multinational companies, local manufacturers and retailers' brands. . .

As far as the EEA is concerned, the only substantial overlap is in chocolate confectionery in the Netherlands where Kraft's strong brands such as Milka and Côte d'Or will be joined by United Biscuits' Verkade chocolate, a well-known Dutch brand. However, the Commission's investigation showed that there remains sufficient competitive pressure from multinational players such as Nestlé, Ferrero and Mars and from Dutch player Baronie de Heer. In addition, retailer brands for chocolate tablets also have a particularly strong position in the Netherlands.

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• Philip Morris Gets EU Approval To Buy Nabisco for $14.91 Billion 

The European Commission on Tuesday cleared plans by Philip Morris Companies Inc. to acquire Nabisco Holdings Corp. in a $14.91 billion cash deal that will create one of the world's biggest consumer foods groups.

Announcing its decision Tuesday, the commission said the impact in Europe will be limited to chocolate confectionery in the Netherlands. It wasn't immediately clear whether the companies would have to shed some units as a result.

"There is sufficient competition from other multinational companies, local manufacturers and retailer brands,'' the commission said in a statement. . .

Once the Nabisco sale to Philip Morris is completed, R.J. Reynolds Tobacco Holdings Inc., based in Winston-Salem, N.C., will pay $30 a share, or $9.8 billion, to acquire Nabisco Group Holdings.

The holding company's sole asset is its 80.6% ownership of the food company, so it will become a cash-filled shell of $11.7 billion. Acquiring the holding company will give Reynolds, which was spun off last year by the holding company, $1.4 billion to $1.5 billion in cash, after liabilities, thereby bolstering the tobacco company's balance sheet.

With the Nabisco purchase, Philip Morris's Kraft unit will be able to retain its position as second-largest food company in the world, behind Nestle SA.

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Barron's Cover: Carl Icahn Isn't Through Yet 

In the process, Icahn scored about a triple on his $310 million investment in just six months. And over the previous four years, he had realized gains of around $260 million in deft trading in and out of RJR Nabisco stock.

In the end, he could afford to be magnanimous to the company's management. He praised them for cleaning up the balance sheet, selling its international tobacco unit for top dollar, dramatically improving the operations of the food unit and selling the food company at a time when food stocks were hot. But he's not overly magnanimous. "While I appreciate all the trading opportunities the company afforded me in the stock, the fact remains that management screwed all the other shareholders by not simply selling the food company in 1995 as I told them to," he grumbles. "Subsequent events have proved that I was right about the plaintiff lawyers not suing."

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BARRON'S: There's No Magic: If A Corporate Savior's Arrival Boosts A Stock's Price, Sell 

Naming Steven Goldstone CEO of what was then RJR Nabisco in December 1995 was worth a 25% jump in the company's shares. The former outside counsel from the time of the company's leveraged buyout chronicled in Barbarians at the Gate, he was seen as someone who would end the bitter and costly tobacco wars.

Despite the $8 billion settlement with the state attorneys general, that hasn't happened. . .

Indeed, Goldstone consistently misjudged the market and its sentiment to the tobacco litigation. . .

"In the end, the shareholders' return on all Goldstone's years is only really in the last month," says Pecoriello. "The returns are all driven by Icahn." Again, the company declined to comment.

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Philip Morris, Nabisco deal has $445 mln breakup fee 

Nabisco Holdings Corp. (NYSE:NA - news) would pay a $445 million cash breakup fee to Philip Morris Cos Inc. (NYSE:MO - news) if their merger plan fails under certain circumstances, according to a filing with the Securities and Exchange Commission filed on Friday.

The deal has an April 30, 2001 walkaway date, according to the filing.

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Philip Morris/Nabisco Deal Has $445M Termination Fee 

Philip Morris Cos.'s (MO) pending acquisition of Nabisco Holdings Corp. (NA) has a $445 million termination fee and an April 30 walkaway date, according to a filing Friday with the Securities and Exchange Commission.

As reported June 25, Philip Morris plans to acquire Nabisco Holdings for $55 a share, or $14.9 billion in cash. The deal is expected to close by October.

The deal carries a no-solicitation clause and must meet antitrust provisions under the Hart-Scott-Rodino Act. If Nabisco terminates the agreement, it will be responsible for the termination fee.

According to the filing, Nabisco Holdings' board of directors approved the merger.

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FACTBOX - Top dollar-denominated corporate bond sales 

Ford Motor Credit Co. on Wednesday sold $2 billion of two-year floating-rate notes and $4 billion of five-year fixed-rate notes, while Ford added $1.5 billion of bonds maturing in July 2031 to an existing issue.

The following are the largest dollar-denominated corporate bond sales, according to data from Reuters and Thomson Financial Securities Data.