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THE DEAL OF THE DECADE HAD NO HEROES The RJR Nabisco buyout was drama enough for two books, and nobody comes out of either looking any too good.
By BILL SAPORITO Bill Saporito, a member of FORTUNE'sBoard of Editors, covered the RJR story and wrote ''How Ross Johnson Blew the Buyout'' (FORTUNE, April 24, 1989).

(FORTUNE Magazine) – Which kind of man is Ross Johnson: a greedy, political bastard, or a greedy, talented manager? For a contrast of judgments and just about everything else, see the two new books about the Great RJR Nabisco Deal of 1988, John Helyar and Brian Burrough's Barbarians at the Gate (Harper & Row, $22.95) and Hope Lampert's True Greed: What Really Happened in the Battle for RJR Nabisco (New American Library, $18.95). A good plot needs an antagonist, and Barbarians' authors waste no time leaping on Johnson. The very first chapter outlines Johnson's improbable rise from a 32-year-old middle manager at General Electric Canada to CEO of Standard Brands and then of Nabisco Brands. No adjective is spared in portraying Johnson as a celebrity-chasing golf nut who spent lavishly on corporate planes, perks, props, and parties. The authors further accuse him of being a malevolent leg breaker, a vicious plotter who would rival the house of Borgia in deviousness. The book airs serious fraud charges against a Johnson lieutenant, Martin Emmett, now chief executive of Tambrands (a Standard Brands internal investigation cleared him). Barbarians brings us up close and personal with the Johnson management creed: Turbulence is better than somnolence; a company not changing constantly is dying. This is vital to understanding what makes Johnson tick. The other side of the man is a fear that someone, somewhere might be having more fun than he is. Helyar and Burrough introduce us to the Pope (Johnson) and his Merry Men: bright though inexperienced executives who spent nights with experienced Scotch as they brainstormed into the wee hours. Some of this is unfair, though all of it makes for riotous reading. RJR's Atlanta headquarters is described as though it were the Taj Mahal, and never mind that dozens of posh corporate aeries are just like it. Barbarians would have us believe that Johnson succeeded only on the strength of his political abilities, not as a manager. That just isn't so. POOR LAMPERT has taken some lumps for giving Johnson a better shake. But even Helyar and Burrough turn up evidence, some backhandedly, that Johnson wasn't merely the grasping jerk he's cracked up to be. They chide him for orchestrating a product strategy for Standard Brands that focused on owning market leaders or runners-up. That strategy is exactly the one pursued by all major consumer products companies today. Whatever Johnson's personal motives, both Barbarians and True Greed show that he championed shareholder value throughout, even to the point of congratulating the startled Kravis on making his initial $90-a-share offer. Barbarians draws Johnson and his Merry Men in stark and unflattering contrast to the genteel, Southern RJR boys, who considered driving anything fancier than a Buick ostentatious. It gives us the history of RJR, outlining the company's origins as a kind of German-Moravian welfare state that entered the Sixties as flush as any outfit could be. But as Barbarians points out, RJR was also a big, dumb dog of a company. And by the time Johnson ousted J. Tylee Wilson as CEO, the company had spent nearly two decades riven by internal strife and severely weakened by ineffectual management. Somebody had to do something. These two volumes are the product of a race (which ended in a tie) to bring out the first book-length treatment of the RJR saga. The team of Helyar and Burrough obviously brought twice as much firepower into the effort as Lampert could, and having covered the RJR story daily for the Wall Street Journal, they long had the inside track. These advantages are evident. But don't expect to learn anything new about the events from either book. The basic facts remain unchanged: RJR's impatient and pecunious CEO, Johnson, unable to boost Nabisco's stock price despite solid earnings and stock buybacks, unleashed a poorly planned leveraged buyout on an unsuspecting board and paid dearly. Or at least Henry Kravis and KKR paid dearly, to the tune of $25 billion after an ego-charged auction that drove the price to $109 a share from $90, a difference of about $4 billion. JOHNSON KNEW FOOD, but he didn't know diddly about LBOs. He watched with increasing incredulity and bemusement as his partners, Shearson Lehman Hutton and Salomon Brothers, repeatedly snatched defeat from the jaws of victory. Although RJR's board judged the two groups' final bids ''substantially equivalent,'' the directors -- seething at what they considered Johnson's attempt to get the company cheap and quick -- found a way to grant KKR the prize. Both Johnson and Kravis had predicted as much. Lampert took as her mission the job of recapitulating the events from October 19, 1988, when Johnson dropped his bomb, until November 30, when the board returned the favor. She does this straightforwardly in just-the-facts- ma'am journalistic style. True Greed relies on the events for drama and sometimes reads like the minutes of a board meeting. Helyar and Burrough haven't written so much a book as a screenplay, and a really good one at that: The stage is always set, there is dialogue and drama aplenty, and the characters are bigger than life. Aided by large doses of reconstructed dialogue from the meetings, this technique is brilliantly effective. Consider the way each book handles one of the most critical events in the RJR deal, a summit meeting at the Plaza Hotel between the Johnson group and KKR in which the two sides agree to bid jointly for the company, only to have the agreement disintegrate in angry confrontations late in the night. Lampert sets the scene this way: ''It was, indeed, a small and high-powered group that met at the Plaza half an hour later . . .'' The gentlemen authors prefer to throw in a blonde: ''Kravis and Roberts were the first to arrive in the fifth-floor suite. It was beautifully decorated, the pride and joy of the hotel's new owners, Donald and Ivana Trump. The Plaza was packed to the gills that night, but Kravis wrangled a suite out of Ivana by promising to be out the next morning by eight, when a photographer was due in to shoot the room for a promotional brochure.'' Mind you, neither book differs on facts here. Each relates how the meeting was arranged by Linda Robinson, Johnson's PR strategist, who ran into Henry Kravis at a fashion show thrown by his wife, designer Carolyne Roehm. At the Plaza, Johnson's group and KKR agree in short order to split RJR's equity 50-50 between them and place an equal number of members on the board (highly unusual for KKR). That settled, they break to have dinner and call in the lawyers. When the two sides reconvene, Salomon chief John Gutfreund proceeds to kill the deal by insisting that his firm supplant Drexel Burnham -- Salomon's bitter rival and KKR's longtime banker -- in the lead role in selling the bonds that will pay for the transaction. Despite desperate maneuvering by his partner, Shearson's now-departed boss Peter Cohen, Gutfreund refuses to budge. The compromise collapses. The exhausted Cohen goes home. He is awakened by a phone call from Kravis, which provides another contrast of the two books' styles. Lampert: ''About nine o'clock Kravis called to say that . . .'' Helyar and Burrough: ''The ringing phone beside his bed jarred , Cohen from a deep sleep. Through bleary eyes he stared at the clock. It was eight o'clock. Tucking the receiver to his ear, Cohen heard the cool voice of Henry Kravis. They were ready to meet.'' Raymond Chandler, are you there? Barbarians isn't so much the story of the RJR deal as it is The Rise and Fall of the Junk Bond Empire. Within its 515 pages -- twice as many as True Greed -- is a history of every investment house on the Street and an explanation of how the wildly profitable growth of LBOs turned each into a leech looking for a corporate corpus. Helyar and Burrough spend too much time on this sort of stuff and on events tangential to the story -- the fruitless attempt by Theodore Forstmann of Forstmann Little & Co. to wedge his way into the deal, the bust-up of First Boston's merger department a year earlier, the rise and breakup of KKR's three original partners: Kravis, Roberts, and Jerome Kohlberg. Better to stick closer to the deal here, as Lampert did. ON AT LEAST one matter of judgment, these books agree: Nobody in the deal business emerges as any too savory. Kravis, Gutfreund, Wasserstein, First Boston's Jim Maher, Salomon's Tom Strauss, and Shearson's Cohen and Tom Hill all get theirs. These books are veritable sagas of Wall Street avarice. And if all the dealmakers appear to be bloodsuckers, well, Wall Street being Wall Street, how could it be otherwise? As one of Johnson's lieutenants told me: ''After all, this was not a get-poor scheme.''

BOX: EXCERPT: In the fishbowl, meanwhile, Cohen was doing his best to convince Salomon to soften its stance on Drexel, but he wasn't having much luck. Gutfreund was hanging tough. The Shearson team would lead the financing, not Drexel. It didn't have to be Salomon per se. Shearson would be okay. But not Drexel.

EXCERPT: Steve Goldstone had tried to break the truth about Shearson to him gently. Now, as he sipped his drink and hashed out things with Jim Robinson, Johnson couldn't shake the feeling he was losing control of his Great Adventure. ''Jimmy,'' he asked the chairman of American Express, ''how much insanity is there?''