$25,000,000,000 Buyout barons

By John Greenwald

Ross Johnson had suspected he was heading for a fall. "They are not going to approve our bid," the RJR Nabisco president told TIME in an interview five days before his board of directors decided the giant company's fate. His foreboding was on target. On the night of Nov. 30, some 30 sleepless hours after the official bidding deadline had passed, the RJR directors named the winner in the biggest takeover wrangle in history. It was not the company's , president.

In a stunning rebuff to Johnson, the board awarded the food-and-tobacco giant to Kohlberg Kravis Roberts, the leveraged-buyout specialists. Underdog KKR won even though the firm's final bid of about $25 billion in cash and securities, or $109 a share, was a bit less than the $25.4 billion, or $112 a share, that Johnson and his handful of top RJR managers had offered as their last stab. (The largest previous deal was Chevron's $13.3 billion takeover of Gulf in 1984.) "It was destined to happen this way," said a source close to the bidding. "The board could not appear to favor management in a buyout." Members of the losing side felt that the board had in fact discriminated against them. Declared an aide to the RJR officers: "We were cheated."

The outcome, which will need shareholder approval, was a startling upset of Johnson, 56, and his top managers, who put the company into play on Oct. 19 and at first seemed to have the inside track. But they were outfoxed and outclassed in a bidding war in which prices soared so high that they were no longer the ultimate measures of value. The KKR team surpassed Johnson's group in demonstrating to RJR's board that it intended to give a fair shake to stockholders and employees, that it had the financial experience to raise the huge sum involved and that it would try to keep most of the company in one piece. After being named the winner, KKR partner Henry Kravis, 44, declared, "We want everything to settle down and everyone to get back to work." He added, "Oreos will still be in children's lunch boxes."

Much of Wall Street and corporate America saw the board's choice of KKR as a repudiation of Johnson, who had become a symbol of executive greed after first proposing to buy out RJR (1987 sales: $15.8 billion) for $75 a share. Company directors were outraged when they read accounts, leaked by insiders, of how much Johnson and his seven colleagues planned to rake in from the deal: as much as $2.6 billion. Though Johnson later insisted he had planned to share the potential gains with 15,000 RJR employees, the battle lines were clearly drawn -- not just between Johnson and KKR but between Johnson and his board of directors.

Board members first showed their unhappiness in October when Johnson and KKR began publicly brawling over a possible joint bid. Angered by the spectacle, the directors called for outside offers. KKR, headed by Kravis and his cousin George Roberts, 45, made its own bid, and so did a team composed of the First Boston investment firm and Chicago's billionaire Pritzker family. The Pritzkers topped the first round of bidding with a preliminary offer of $27 billion, or about $118 a share for RJR stock that had traded for just $56 on the eve of the battle. The Johnson group boosted its offer to $100 a share while KKR bid $94, a price that seemed to indicate that the firm might drop out. The RJR board then extended the contest until 5 p.m., Nov. 29.

KKR's seeming weakness turned out to be a trap. The company's officers even let it be known that Kravis was heading to Vail, Colo., for a skiing weekend and that Roberts was flying back to his home in San Francisco. But Kravis and Roberts stayed in close touch with their team in New York City as it prepared the final attack. When the directors met last week on the 35th floor of a midtown Manhattan skyscraper to open the final bids, they found that Kravis and Roberts had pumped their offer up to $106 a share, while the apparently complacent Johnson group bid only $101. A board adviser also noted that "KKR had the sounder financial structure." The First Boston team, meanwhile, withdrew from the competition after failing to demonstrate that it could finance its bid.

Persuaded that KKR was the winner, directors summoned Kravis to a conference room at about 9 p.m. to complete the deal. The real brawl, however, was just beginning. "This game is not played by Marquis of Queensberry rules," said a Johnson adviser. "There really are no rules for this kind of auction."

At RJR Nabisco offices a few blocks away, Johnson was furious when he learned that the board was ready to sell the company to KKR. His legal advisers swiftly drafted a letter to RJR chairman Charles Hugel, who heads the board but holds no managerial post in the company, declaring they were "astounded" that the directors "would go off into the middle of the night to negotiate." Hugel explained that the KKR bid simply was much higher. By 2 a.m., however, Johnson's advisers persuaded him that his chances were still alive. Armed with a new bid for $108 a share, Johnson arrived the next morning at the East Side law offices where the special, bid-selecting panel of five directors was meeting. He demanded to present his proposal.

Lawyers for the board gave Johnson and his small coterie of advisers 15 minutes to sweeten the latest offer. At about 1:15 p.m. on Nov. 30, Johnson, chain smoking, submitted a bid of $112 a share and then settled into a tiny % office to await the verdict. The directors still favored Kravis. "KKR was going to have to sell fewer businesses," a source close to the board said, "and there was more protection for RJR employees under the KKR offer." Moreover, the informant added, while the Johnson group said it would reduce its initial stake in RJR after the takeover from 8.5% to 4%, "they were still trying to steal the company."

Board advisers then asked KKR to make a final offer. The intense Kravis agreed, submitting a document offering some $25 billion for the company, but warned, "If we don't get it back in 30 minutes, we are going away." Thirty- four minutes later, at about 8 p.m., board representatives ushered Kravis into a conference room where investment banker Felix Rohatyn, a board adviser, handed him the signed merger agreement.

Accepting defeat, Johnson issued a concession. Said he: "I am proud of the fact that we put the best bid on the table the first time and this time." He then returned with an attorney to RJR's 48th-floor New York offices in seemingly good spirits. As city lights glittered around them, the two men sipped drinks and munched Oreo cookies while reflecting on the day's ordeal.

Johnson could afford to be philosophical: he can now pull the rip cord on a "golden parachute" worth at least $30 million. Besides a lucrative severance package, Johnson will reap large profits from the sale of his more than 235,500 shares of RJR stock.

Kravis, meanwhile, could afford to be generous in victory. Though he may have to spin off some $6 billion worth of RJR food brands to reduce the leveraged company's swollen debt, he talked of shifting RJR headquarters from Atlanta, where Johnson moved it last year, back to its traditional home in Winston-Salem, N.C. Kravis said he will install retired RJR chairman J. Paul Sticht, 71, in the top job again for several months to smooth the transition.

At week's end Johnson and Kravis sent a letter to RJR Nabisco's 125,000 employees to announce the end of their struggle. "It is now most important," the letter stated, "that we return immediately and actively to running our business." For Johnson, that business will probably mean finding another job.

With reporting by Raji Samghabadi and Frederick Ungeheuer/New York