Suitor Claims RJR Nabisco Plans Asset Sale : Move Would Make It Less Attractive Target

Kohlberg Kravis Roberts & Co. charged Friday that managers of RJR Nabisco Inc. may be trying to sell off “substantial” pieces of the food and tobacco giant, a move that would make it less attractive in the face of the investment firm’s $20.3-billion tender offer.

In a letter to Charles Hugel, chairman of RJR Nabisco’s special committee of outside directors, Kohlberg Kravis said it had been advised that RJR Nabisco managers and their partners were “actively attempting to sell significant portions of the company and . . . may have provided potential buyers with financial and other information about the businesses they seek to sell.”

The powerful buyout firm declined to identify which businesses it believed that RJR Nabisco President F. Ross Johnson and his financial partners, Shearson Lehman Hutton Inc. and Salomon Inc., were trying to sell.

However, when Johnson announced last week that management was considering a $17-billion plan to take Nabisco private, he indicated that he would sell off much of the company’s Nabisco food operations.

RJR Nabisco’s managers ended talks with Kohlberg Kravis on Wednesday about making a joint offer to buy the company from stockholders.

Stock Price Gains

A spokeswoman at RJR Nabisco’s headquarters in Atlanta said the company had no comment on Kohlberg Kravis’ letter. A spokesman for Shearson said the investment house had no immediate comment.

RJR Nabisco stock rose $3 a share to $85 in composite New York Stock Exchange trading.

Kohlberg Kravis said it believed food business competitors of Nabisco were among the potential buyers already lining up for sale talks.

Selling assets to competitors “could be detrimental to the company’s business from a competitive point of view and have a deleterious effect on the employees of those businesses,” the letter said.

Kohlberg Kravis said in the letter that it did “not contemplate dismemberment of the company’s operations.”