Carl C. Icahn announced today that High River Limited Partnership, an affiliate of Mr. Icahn, has entered into a confidentiality agreement with Nabisco Group Holdings Corp. (NYSE: NGH). As a result, Mr. Icahn and his affiliates will participate in the bidding process being coordinated by Morgan Stanley and Warburg Dillon Reed. The agreement allows Mr. Icahn to seek “strategic” partners to join in his bid with the consent of NGH, which is not to be unreasonably withheld. However, the agreement in no way restricts Mr. Icahn from bringing lending institutions and other sources of capital into the project. In this regard, Mr. Icahn has selected Industrial Bank of Japan (IBJ) to commence the due diligence process as soon possible and he expects to involve other “financial” partners as well.

Under the terms of the agreement with NGH, Mr. Icahn and his affiliates are not permitted to solicit proxies from NGH stockholders, or to purchase additional NGH shares, until the earlier of July 15, 2000 or the time that NGH enters into an agreement with another purchaser. As a result, Mr. Icahn will not proceed with the proposed proxy solicitation or tender offer previously announced.

Mr. Icahn is currently the largest non-institutional stockholder of NGH, with over 31 million shares.

In light of the provisions of the agreement referred to above, Mr. Icahn and his affiliates currently do not intend to commence either a proxy solicitation for the NGH 2000 annual stockholders meeting or a tender offer relating to shares of Nabisco Group Holdings. However, if, at some future date, a proxy solicitation for any meeting and/or a tender offer is commenced, then they will file a proxy statement and/or a tender offer statement with the Securities and Exchange Commission. Those statements would contain important information and should be read by security holders. Security holders would be able to obtain at no charge those statements and other documents when they become available on the Securities and Exchange commission’s website at In addition, any definitive proxy statement, form of proxy, offer to purchase, letter of transmittal or notice of guaranteed delivery, would be mailed to stockholders.

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