RJR Nabisco Inc. is adding another element to the epic takeover battle for the food and tobacco conglomerate, with its board of directors considering the possible sale of its food businesses in advance of any takeover. The possible sale of the food businesses, which last year accounted for about 60 percent of the company's $15.8 billion in net sales, was announced Monday by the special committee appointed by the board to evaluate the unprecedented multibillion-dollar buyout offers already made for RJR Nabisco. The committee also said it had set a Nov. 18 deadline for submission of any proposals to acquire either the entire company or just its tobacco businesses, and warned bidders that it would not consider their offers if they did not agree to the terms it set for the auction. RJR Nabisco already is the target of a record $20.3 billion tender offer _ worth $90 a share _ by the New York investment firm Kohlberg Kravis Roberts Inc. and a rival proposal by Nabisco management to acquire the company for $20.7 billion, or $92 a share. The New York buyout firm Forstmann Little & Co. announced last week it led an investor group _ including consumer products giant Procter & Gamble Co., the investment firm Goldman, Sachs & Co. and Ralston Purina Co. _ interested in a possible counteroffer that would surpass both existing bids. RJR stock rose $1.75 a share to $87.37{ in New York Stock Exchange composite trading on Monday. The special committee said that if the board decided to sell RJR's food businesses, the after-tax proceeds would be paid to shareholders before any acquisition of RJR. ``Accordingly, parties are invited to submit proposals on a basis which, in effect, would involve acquiring RJR Nabisco as a stand-alone tobacco company,'' the committee stated. Furthermore, the committee has ordered its financial advisers to explore available alternatives other than a buyout of the company. Industry analysts have estimated RJR Nabisco's food businesses would bring a sale price ranging from $12.5 billion to $15.5 billion. Atlanta-based RJR Nabisco makes such well-known brands as Winston and Camel cigarettes, Oreo cookies and Del Monte vegetables. The committee said it had made no final decision on whether to sell the company or any of its parts, and that the board had decided to take no position on the pending tender offer by Kohlberg Kravis. In addition, the committee stated it was inviting the inclusion in bids of a ``substantial common stock-related equity component.'' The panel's announcement did not elaborate on the reasons for the request, although including stock in their offers would enable bidders to increase the value of their bids without having to come up with more cash. The panel also warned that it would consider any attempt to bid for the company outside of its guidelines would be considered a hostile overture, and neither the special committee nor the board would consider offers from any bidders that had not agreed to those terms. A buyout of the RJR Nabisco food businesses would mirror the recent trend that has seen the acquisitions and sometimes breaking up of the nation's biggest food companies. Last month, Kraft Inc. agreed to be acquired by food and tobacco giant Philip Morris Companies Inc. in a $13.1 billion buyout, the second-biggest U.S. corporate acquisition ever. There also is a battle being waged by Pillsbury Co. against a $5.2 billion hostile buyout offer by Britain's Grand Metropolitan PLC, a food, liquor and real estate conglomerate. The big food companies are considered attractive because of their established brand names and relative steady businesses, which are regarded as recession proof.
