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Selling 19 Percent Stake in Nabisco Food Business; Ends Borden Deal Graphic RJR NABISCO

November 1, 1994

NEW YORK (AP) _ RJR Nabisco Holdings Corp. will give investors the opportunity to buy a stake in Oreo cookies and steer clear of Camel cigarettes.

The food-tobacco conglomerate said Monday it intends to sell a 19 percent stake in its Nabisco food business in an initial public offering, and use $1 billion of the expected proceeds to help retire its $10 billion bank debt.

RJR also said it would resume paying dividends on RJR Nabisco stock after the Nabisco offering is completed.

In a separate development, RJR said it dropped plans to buy a piece of the Borden Inc. business that its biggest shareholder, the investment firm Kohlberg Kravis Roberts & Co., has agreed to buy.

Kohlberg Kravis said it is proceeding with its Borden buyout plan anyway.

Food-tobacco companies have been under pressure due to sluggish stock prices in recent months to divide their main businesses into separate companies. Some big shareholders feel the food businesses are unfairly undervalued because of continuing concerns about tobacco liability.

The same issue recently confronted Philip Morris Companies Inc., maker of products ranging from Marlboros to Cheez Whiz, although the company directors said they had no intention to separate its food and tobacco operations.

RJR proposed last year creating a class of stock that would rise or fall based on food company results. But the proposal, which left the underlying company intact, got a chilly reception and the proposal was withdrawn.

Analysts said the latest proposal has a better chance.

John McMillin, food company analyst for Prudential Securities, said the Nabisco food business was ″a gem of a company,″ but the performance has been hidden from investor views by its burial within a tobacco business.

The food company has generated 15 percent earnings growth on average in the past five years, a record that the company says leads the industry.

Besides Oreos cookies, Nabisco makes dozens of other grocery-store mainstays like Ritz crackers, Planters peanuts, Life Savers candy and A.1. Steak sauce. It accounted for $7 billion of the parent’s $15 billion in revenue last year.

In the wake of the announcement, RJR shares closed up 12 1/2 cents at $7 on the New York Stock Exchange and Philip Morris finished down $2.75 a share at $61.25 on the NYSE, but that may have reflected broader selling pressure on tobacco stocks Monday. A Florida judge last week certified a class-action suit by smokers who became addicted and ill.

In a filing with the Securities and Exchange Commission, RJR said it would sell 45 million shares in Nabisco Holdings Corp. for $23 to $26 a share.

At those prices, RJR could get $1.04 billion to $1.17 billion from the stock offering. If demand is strong enough, it could issue another 6.75 million shares for as much as $175 million more.

″This program supports our focus on shareholder returns by establishing a separate trading value for our food business and providing shareholders with an immediate benefit - a common dividend - while also reducing overall debt,″ said Charles M. Harper, chairman and chief executive of RJR.

The new shares carry only 2 percent of the voting power, however. RJR’s 81 percent equity stake carries 98 percent voting control.

S. Leigh Ferst, who follows RJR for S.G. Warburg Research, said she needed more financial details to say whether the company is fairly priced. She said the new company could still be vulnerable to tobacco liability claims.

RJR is the nation’s second biggest tobacco company behind Philip Morris, making brands like Winston, Salem and Camels.

After the initial offering of 19 percent, RJR said it would begin paying a dividend of 30 cents a share per year on RJR stock. The company has not paid any dividends since 1989, when Kohlberg Kravis bought the company in the biggest debt-financed takeover of all time.

RJR said it was dropping its plan for Borden, the food company that has agreed to a $2 billion buyout by Kohlberg Kravis, which has reduced its stake in RJR but still owns 35 percent.

RJR said it was unable to reach a definitive agreement on the proposed swap in which it would have paid $500 million in its stock a 20 percent stake Borden after Kohlberg completed its deal.

Kohlberg Kravis said through a spokeswoman that it’s still committed to the deal.

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