Managers at Nabisco Raise Takeover Bid

NEW YORK —  RJR Nabisco Inc.’s management today boosted its thrice-revised takeover offer to more than $24.3 billion in a stunning last-minute bid to triumph over rivals in the record battle for the food-and-tobacco giant.

The fatter offer from the group led by chief executive F. Ross Johnson topped its $22.7-billion proposal submitted at the deadline for altered bids Tuesday night and reflected Johnson’s determination to win a brawl that has dwarfed all previous takeover struggles.

Bids Evaluated

Johnson’s latest offer came as an outside group of RJR directors, conducting the auction for the company, were evaluating bids in New York. His move appeared to throw the entire bidding process into confusion.

The management group said it was prepared to offer $108 a share for the company, an increase over the $101 a share offer submitted Tuesday, $100 a share offer of Nov. 18 and $75-a-share opening salvo that precipitated the takeover struggle last month.

The group said the latest offer included $84 a share in cash, preferred stock it valued at $20 and additional preferred stock it valued at $4, convertible into 15% of the common stock in the acquired company.

There was no immediate response from RJR’s directors or the two other bidders in the struggle, Kohlberg Kravis Roberts & Co. and First Boston Corp. But their offers were believed to be well over $100 a share as well.

RJR’s stock surged $2.25 to $93 in New York Stock Exchange trading this morning, but the Big Board temporarily halted trading after the Johnson group’s announcement because the number of buy orders overwhelmed sell orders.

$56 a Share Last Month

RJR stock was trading at less than $56 a share when the battle began last month.

The Wall Street Journal, quoting unidentified sources it described as close to the committee, said Kohlberg had boosted its bid by about $2.7 billion to approximately $24 billion.

There was no word on whether First Boston had amended its previous bid, valued as high as $26.8 billion in cash and securities but considered vaguer than the other bids.

A crucial element of each offer is the portion of cash each bidder intends to pay, because the value of the securities segment is difficult to determine. These securities often are worth less than their face amount.