BARBARIANS AT THE GATE-story of ROSS JOHNSON-nabisco takeover

an amazing made for TV movie.
(while the content is based on real events, much of the story is satirized)

IN A FAR AWAY WORLD BILLIONS AND BILLIONS OF DOLLARS AGO ....

- Morning, Ross.
- Morning, sir.

Thanks much.

Mr. Donner.

*I'm starting to sell subscriptions
to the Saturday Evening Post.*

- Can I put you down for one?
- I'm not much for magazines.

How about if I give you
the first month free?

And a week's free newspapers?

Ross Johnson,
you could sell ice to an Eskimo.

I'd sure give it a try. Thank you, sir.

- Yes?
- Mrs. Vataliano?

F. Ross Johnson.

- Peerless Child Photographers.
- No, thanks.

Even if you don't want pictures,
I tell you, I see babies all day long...

...but that is one
exceptionally beautiful child.

- Can I ask her name?
- Marvin.

What can I tell you,
he's pretty enough to be a girl.

You know that being the case...

...I'm gonna offer you,
give you is more like it...

...a set of six pictures
and an ordinarily $5 walnut frame...

...all for just the one price of $2.98.

Tell your mom
you want your picture taken.

There you go.
You heard it from his own lips.

Well.

*Ed Horrigan there?*

*Tell him it's Ross Johnson.*

*Ed, can you hear me? It's Ross.*

Did you get the tape yet?

Great! I'll tell ya when.

Make sure someone
keeps the Senator's glass full.

We'll be there in a jiff.

Not bad for a newspaper boy
from Winnipeg, eh?

Not bad at all.

What do you think? Want to fly to Palm
Springs when it's over or wait till morning?

In the morning.
Wouldn't mind getting an hour's sleep.

You're getting old.

One of us has to.

There's Ross!

Hey, Ed.

- Johnny!
- Ross.

- Nice to see you here.
- How are you?

Have I got a great joke for you.

I hope you like it as much
after you've heard it.

Seems this lady got stung by a bee
on the golf course.

- Any of you guys heard this?
- No, go ahead.

She gets stung by a bee,
she goes to the doctor...

...and the doctor says,
"Just exactly where did it bite you?"

She says,
"Between the first and second hole. "

And he said, "No kidding,
you must have a pretty wide stance. "

All set with the tape.

Great! This crowd's gonna go bananas.

Honey, go rescue the mayor.
His wife's starting to talk to him.

Poor darling.

How are you, Laurie?

Your face gets any longer,
I can practice putting on it.

Come on, you leave my boy alone.

It's just this kind of spending is crazy.

The company's making
so much money we're shitting green.

Hell, this all comes out of petty cash.

Showtime!

Listen up, everybody.

Can I have everyone's attention
here please?

I want to extend a warm welcome
to everyone here tonight...

...on behalf of RJR Nabisco.

From our chairman, Charlie Hugel.

Ed Horrigan,
president of our tobacco division.

If you think his numbers are good now,
just wait till people start buying Premiers.

Right!

And of course Johnny Greeniaus,
President of Nabisco.

From each and everyone of us
all the way down to me.

As soon as these guys up here
take care of business...

...I'll have a little extra treat for you,
in case anybody missed the 6:00 news...

...or might have spent the day on Uranus.

But no matter how this little donnybrook
turns out, we're all winners here tonight.

- Right?
- I'll drink to that.

Count your stock going up
and have a great time.

There's plenty of booze and if you don't
think so you're just not trying hard enough.

Enjoy the fight! Thanks.

*Watch Tyson, jump right into his chest.*

Good fight.

Are you enjoying it?

*Various opponents have complained
that Tyson knocks along the ropes.*

Good fight.

Some kinda fight, ain't it?

*Cappuccino already warning Mike
about the elbow.*

Church is out!

*A right hand right on the chinl*

*He's not going to make it. It's all over.*

*Now we know why Butch Lewis
wasn't anxious for Michael Spinks...*

*...to fight Mike Tyson.*

*With his win today in the New York
primary, Governor Dukakis...*

*...appears to have a certain victory to have
the Democratic ticket come November.*

*In a New Jersey federal court today,
it was a victory, of sorts...*

*...for widower, Anthony Cipollone.*

*Cipollone had sued for millions, claiming
cigarettes were a contributing factor...*

*...in the death of his wife,
a life-long smoker.*

*Tobacco companies were relieved
when today's jury...*

*...cleared the industry of any responsibility
and awarded the widower the relatively...*

*...small amount of $400,000 in damages.*

A tip for Tony Cipollone!

Shit, the fucking stock hasn't budged.
Not one fucking point!

I thought the Cipollone decision
would pump a little sunshine up our skirt.

We're still stuck in the fucking 40s!

- Thanks, Bonnie.
- Any fucking time.

Everybody's picking it up.

*Did you see the hatchet job
in Business Week?*

"RJR low stock price, tobacco company
declining performance... "

*"... executive extravagance. "*

*I love this:
"CEO F. Ross Johnson routinely presses...*

*"... $50 bills in the
hands of wine stewards. "*

I saw that.

$50 bills!
It's been years since I tipped that little.

You let 'em bitch all they want
about the stock.

Wait till Premiers hit the market.

- Where are we on the test results?
- Week, 10 days the latest.

- They'll be great, trust me.
- They damn well better be!

Put a rocket up Winston Salem's ass
so we get 'em ASAP, okay?

You got it.

- I'll see you in Springs.
- All right.

- Hi there, cutie.
- How you doin', pal?

What'd you do,
did you sneak up here from coach?

You don't mind, mister?

I just can't keep my feet off of you.

Easy, not in front of the D-O-G.

Don't forget, I wanna see you here
tomorrow when the tournament begins.

We're gonna have a great time.

You do a good job for us.

Having fun?
You look like death on a biscuit.

- I'm not convinced that...
- Great party last night.

- How'd you know?
- I must've been wasted.

I didn't realize the watches
you gave were Gucci.

You fly Nabisco, you go first class.
You have a good one, Jay.

Forget what all this cost.

This bunch, this weekend.

How many supermarkets
they own between them?

What 8,000 or 9,000?

Every time one of them gets home
and shows off his Gucci...

...and his free Polaroid
and his picture with Arnie, Reggie...

...whose merchandise
is he gonna put on his shelves?

Lighten up.

Every penny you think I'm pissin' away
comes back to us dressed up like a nickel.

Don! Ira! Let's go. Let's tee it up!

Terrific turnout.
You do it better every year.

- Thanks.
- Can we talk for a second? Just a second?

My shareholders are antsy
about the price of their RJR stock.

The way it's just layin' there.

Tell 'em to stop
breathing down my shorts, okay?

As soon as we introduce Premiers,
the damn stocks'll go through the roof.

Ed tells me that the test results
are gonna be dynamite.

That'll sure help take some
of the pressure off.

All we want you to do is make us rich.
That's all we're asking.

Or you'll find somebody else
who will, right?

There's one way
you might wanna look into.

It's worked well for other companies.

Screw those LBOs,
if that's what you're talkin' about.

You know how much money
Don made on his?

You wouldn't want a $400 million payday?

$400 million.

They can only bury you
with one set of golf clubs!

There's no question he could do
for you what he did for me.

He'd be delighted to work with you.

- Why Henry Kravis?
- Because Henry's the best!

He was the first to do a company buyout.
He owns the patent on the process.

What kind of fee does he get?
What was his cut for setting up your deal?

One percent, $45 million.

One percent sure has come up
in the world, hasn't it?

On the Safeway buyout,
he and his cousin George pocketed $60.

$60 million apiece.

If those guys aren't careful,
they're gonna get seriously rich.

- They can do the same thing for you.
- And the stockholders.

For the hole. Yes!

Why don't I set up dinner with him
in New York? I know you'd hit it off.

No offense, but we're talking
about buying out RJR Nabisco here.

- We're talkin astro-bucks.
- How astro are you thinking?

Henry has the ability to borrow
as much as $56 billion.

Makes your $400 million
seem like pretend money.

Every little bit helps.

- How'd we do?
- We each owe Don $3.

I hope this puts the son of a bitch
in a higher tax bracket.

Good evening, sir. Right in there.

- Come, Christy!
- Thank you.

- Don, it's nice to see you again.
- It's good to see ya.

- Will you have a drink?
- Scotch and soda. No ice, no soda.

Thank you, sir.

Be it ever so humble.

Guy musta had a hell of a week!

- Renoir.
- Ballpark?

- $20 or $30 million.
- Is that with the frame?

Monet.

Yeah, right, tons of it.

Henry, say hello to Ross Johnson.

Nice of you to come.

If there's anything you need,
if you're hurting in anyway...

...all you have to do is ask.

It looks like a normal cigarette
only when you light up a Premier...

...it's completely smokeless.

- Totally?
- Near enough.

The point is that it produces no tar
or any of that other fun cancer stuff.

If you sell it as a safer cigarette, aren't
you admitting your other brands are unsafe?

It is safer, of course we can't say that.

But you get more carbon monoxide
from a New York bus going by...

...than you can from any cigarette.

Maybe just a little more chicken.

It's rabbit.

I'll have the ears, too,
when you get a chance.

You're counting on Premiers
getting your stock up.

- Nothing else has made it move.
- It's a bitch.

I've got the best company in the world.
And not just because I'm in charge.

You could put your crazy old aunt in
and she could run Nabisco.

Our food assets are unbelievable.

Kids pop out of the womb
asking for Oreos...

...and it doesn't make one damn bit
of difference in the price of our shares.

People still think of us
as only a tobacco company.

They're so scared we're gonna get sued
out of existence, it just murders us.

There is a cure for that.

That LBO stuff is way over my head.
I just can't follow it.

You don't have to.
Bankers and lawyers work it all out.

All I want from bankers
is a new calendar every year.

All I care about lawyers is they're
back in their coffins before the sun rises.

Everyone benefits
when management takes over.

It's a question of arriving
at an attractive price...

...to pay your stockholders
to buy out their shares.

I'd work with you
the same way we did with Don.

Some of the money we borrow.

Some we raise
from the public sale of securities.

We pay debt incurred
in buying the company...

...with cash from its ongoing operation.

And by selling off pieces of the business.

That's French for firing people, isn't it?

As few as possible, of course.

Few dozen, 10,000?

As I said, as few as possible.

I couldn't do that.
I couldn't live with the fallout.

I'd take care of it.

I don't shave your face
in my mirror every morning.

All that aside,
I've never been a big fan of debt.

Debt can be an asset.
Debt tightens a company.

It does wonders for the sphincter, too.

Why don't I have some of my people
take a look at your numbers?

Get an idea of the value of the company.

Something to base a bid on.

Tell me one thing: If we did do
this thing together...

...who'd be in charge?

Who'd run the business?
How does that work?

- Ask Don.
- I run my company.

Henry and his cousin George are
the majority owners but they maintain...

...a total hands-off policy.

What's the catch?

The catch is, we like people
who know what they're doing.

Doing it for us.
We think you're one of those people.

I like smoke, dammit!

*...10 percentage points, when just two
weeks ago Dukakis was ahead by 17.*

*In New York, further shock waves
hit the financial world as investigators...*

*...revealed that junk-bond specialist
Michael Milken...*

*...whose earnings this year
topped the $500 million mark...*

*...and 26 other members
of Milken's investment firm...*

*...of Drexel Burnham Lambert
were owners of a stake in the company...*

*...owned by dethroned financial wizard,
Ivan Boesky.*

*Boesky, convicted
on charges of insider trading...*

*...was recently sentenced to 18 months
in jail and fined a record $100 million.*

You know the three rules of Wall Street?

Never play by the rules,
never tell the truth, and never pay in cash.

They earn their money
the old-fashioned way, they steal it.

You promise you won't think I'm stupid?

Of course not. Although I have
been known to break my promises.

There's just so much about this I don't get.

Insider trading, junk bonds.

Even this buyout thing you're talkin' about.

Sweetheart, half the people
involved don't know what's going on.

The buyouts aren't all that hard, really.

All a buyout means is that management,
the team that runs the company...

...buy out shareholders and the company
goes from being public to being private.

Doesn't that take a ton of money?

That's where the Kravis types come in.

They help you borrow what you need
against the assets of the company...

...and use the business as collateral.

It's just like mortgaging a house.

I hate to tell ya this, babe...

...but you got a lot to learn
about being stupid.

The problem is, you get guys like Henry
as your partner and they're up your ass...

...with a power tool making sure
you do things their way.

That apartment makes
Buckingham Palace...

...look like a Burger King.

Nobody gets that rich
letting anyone play co-God with 'em.

- How you gonna handle that?
- Nothing to handle.

There's no way I'd hook up
with Henry Kravis.

If we ever made a deal he'd have my desk
in the men's room in five seconds flat.

All we have to do is just stay cool
until Ed gets the test results on Premiers.

You just watch, those babies
are gonna turn the whole company around.

*Now of all the people we interviewed...*

...86 percent approved
of the idea of a smokeless cigarette.

And 41percent said they'd be willing
to try at least two packs before deciding...

...whether or not to switch brands.

Of those who had given up cigarettes...

...73 percent
responded favorably to the idea.

Saying that they would seriously
consider smoking again...

...if they could be positive the cigarette
they were smoking was smokeless.

Now, eight percent of that group...

...sampled at least one Premier
to give us their opinion.

Bottom line?

Of all the groups we tested,
the response to Premier was uniform.

They all said they tasted like shit.

Like shit?

Shit was the consensus. Yes, sir.

They all said that? Nobody liked them?

Fewer than five percent.

You said you heard the results
were terrific.

There's nothing wrong with five percent.

I'll take five percent
of the smoking market any day.

How much are we in for up to now?

- To date?
- To date, to here, to now.

Upwards of $350.

We've spent $350 million
and we've come up with a turd with a tip?

God Almighty.

We've put enough technology into this
to send a cigarette to the moon...

...and we've come up with one that tastes
like it took a dump?

We haven't even talked about the smell.

What'd they say that was like? A fart?

Yep.

You're not serious.

They really said that?

We've got an awful lot
of fart figures, sir. Yes.

Tastes like shit and smells like a fart.
Got ourselves a real winner here.

It's one goddamn unique
advertising slogan, I'll give you that.

$350 million!

What's wrong? I don't smell anything.

That's not the way to find out.

If you light a Premier with a match,
not a lighter...

...the sulfur reacts
with the carbon in the tip.

- Do we need carbon?
- It makes it smokeless.

How do we get it shitless?

- That's hard to say. Given enough time...
- We don't have any time!

We've announced they're coming out
this year! You insisted on it.

- Because you did!
- Because you said they'd be ready.

They are ready!

They just need a few adjustments.

God Almighty, I don't have to tell you
what's riding on these goddamn things!

And what the hell's wrong with the draw?

You need an extra set of lungs
to take a drag!

- It's a little difficult.
- A little difficult?

It's what we call the hernia effect.

Is that what we call it?
There's another great billboard for you.

What do we do?
We give away a truss with every pack?

"Warning:
This cigarette can tear your balls off!"

They're not so bad.

Stop jerkin' off. Who would sneak
into a john to smoke one of these?

Wherever you light one up,
you're in the shithouse!

And I'm beginning to get
the same feeling myself!

How do we break it to the board?

Some of 'em can't wait for you
to make a slip like this.

They'd love to nail you!

Don't sweat it. I just may have something
more important than Premiers to tell 'em.

You got something up your sleeve?

I'm gonna buy the company.

- You're not serious.
- Watch me.

Get my wife in Palm Beach,
try Elizabeth Arden's.

Tell her to pack for New York. Never mind.

Call the plane, tell 'em instead of Chicago,
we'll pick up Mrs. Johnson in Florida.

Then, would you get Jim Robinson
at American Express?

No, try his apartment in New York.

Mrs. Johnson, please. Mr. Johnson.

Also Charlie Hugel
in Seoul at the Chosun Hotel.

Marge has the number in Atlanta.

*You sure it's that bad?*

*Trust me. We huffed and we puffed
and we came up with a filtered Edsel.*

If I could, I'd burn every one of 'em except
you can't even set fire to the fuckers!

So you are gonna buy the company?

*It isn't the Premiers.*

I got no other choice,
the stock won't budge.

*- Even though you're sure he'll take over?
- What are you talking about?*

The company, Henry Kravis.

Who said anything about Henry Kravis?

Robinson's residence.

Is this a bad time?

No, just dressing. Going to a charity do.

- What's happening?
- Rats!

Are you serious?

That is one tremendous step!
Really tremendous!

Tomorrow's fine. Absolutely.

No, come ahead. We'll be in Connecticut
the whole weekend.

This is terribly exciting!

I can't tell you how pleased I am
that you thought to call me first.

This is impossible! I give up.

Kiss your good lady for me.

I certainly will.

- Better move it, sweetie.
- Two seconds!

God, I'm on my third can of hair spray!

That was Ross.

He's a got a little project
he wants some help with.

He wants to buy out RJR Nabisco.

What?

*A low stock price
is not the end of the world.*

*Buying the company's like shooting
your arm off to get rid of a hangnail.*

Jim's not about to steer me wrong on this.

Not as a friend,
and not as Chairman of American Express.

With their controlling interest
in Shearson...

...he's gonna be looking
over their shoulder the whole time.

Are you okay? I can hardly hear you.

I said there's no way you can pull this off...

...without putting the company
deep into debt.

Are you ready to cut back on all the perks?

All the planes, the apartment in New York,
the house in Palm Beach?

*You really wanna turn your life around?*

I'm not doing this
to become a homeless person.

Or planeless either!

Just leave all this to me.
Try to have some fun over there.

*Get outta your room, go enjoy Korea.*

Are you sure you can't come?
I'd love to show you my new sketches.

I can't, Carolyne, really.

Jim, are they there?

Okay, two minutes. I'm on my way.

- Gotta run. Big business.
- Even God rested on Sunday, Linda.

She didn't make my salary.
Kiss Henry for me.

I'm sorry,
nothing like being late to your own house.

- Good ride?
- Great, only got two calls.

What you need is an unlisted horse.

Shall we?

- Why don't you sit there?
- You're lovely as usual.

- Thank you.
- Thanks, dear.

I think Henry's taken out
a contract on the sky!

- Henry?
- Kravis. He's just down the road.

Big hunter, our Henry.

Tell me!

Ross has agreed to let Shearson Lehman...

...raise all the money he needs
for the buyout.

- That is so super!
- It just seems right, you're like family.

- Did you call Peter?
- I have a call into him now.

Peter?

Peter Cohen, he runs Shearson for Jim.

He is chompin' at the bit
to pull off a deal like this one.

Peter is ready.

Are you saying
he's never done a buyout before?

No, he's done one.

Nothing this big,
but the procedure's the same.

First, you lay out the terms...

...that you're looking for
for yourself in all this.

And then you make
the company's records available.

Peter and his people go to work...

...and come up with
a proper bid for you to make.

He can outline the whole deal
probably when you're down in Palm Beach.

How about in three weeks? I'd love
to spring this at the next board meeting.

Don't see why not.

Could I pitch my firm to handle
the PR for you or am I being too piggy?

I was saving that for dessert.

Hello? Peter!

Hi.

Cancel your life
for the next couple of weeks.

You've got a lotta work ahead of you.
Yeah, hold on.

It's all gonna happen that fast?

It has to happen fast.

Fast and quiet. Confidentiality is critical.

If this hits the press
you'll have a feeding frenzy on your hands.

One word gets out the company's
for sale...

...and everybody and his brother
is gonna try and buy it.

Or everybody and his cousin.

We're just gonna give you
the broad strokes.

The whole deal, the actual document,
is taller than my son.

RJR Nabisco shares are trading
presently at fifty-three and an eighth.

The highest they have ever been
was around seventy-one.

Which is where they really belong.

Our proposal is:
come Wednesday's board meeting...

...you make an offer to buy the company
at $75 a share.

- $75? That sounds high!
- It's high, that's the idea.

- It's gotta be attractive.
- And still make sense to us.

How much would that come to?

At $75 a share,
how much would we need to raise?

We'll be looking for $17 billion.

That's one piss load of money!

We'll be throwing numbers
at the board that no one else can.

We're knocking out
all conceivable competition.

At that price, with that debt load...

...how long will it be before your counters
pare down the company expenses?

Tellin' me how many jets I can have
and all that crap.

Never! You run the company
the way you want.

- You're talkin' total control?
- Absolutely.

We'd never expose
our investors to that risk...

...if we didn't think your expertise
wouldn't get it back for them.

I'd have to borrow an extra ass
to work off to do it.

Using the requirements which you
gave us as the basis for your deal...

...this is what you stand to make
over the next five years...

...once you take over RJR Nabisco.

- Are these figures for real?
- It could be even more.

It's awfully rich.
And it makes the deal much more difficult.

We wouldn't want to advertise
those numbers to anyone.

I don't think a skywriter'd have
enough smoke for 'em all.

You're gonna do extremely well.

Especially when these guys
come out, right?

May I?

Here.

What is that taste?

What is that taste?
What does this taste like?

We're working on it.

*I hope you didn't pack too much.*

*We'll only be in Atlanta
for the board meeting.*

*What's the matter?*

I think it stinks.

Did you know people in the company
call me Cupcake behind my back?

I'm fixin' them.

I'm workin' on a deal in Florida
to get you an honorary degree.

- Honest to God?
- Bet your ass.

From now on, they're gonna have to start
calling you Doctor Cupcake.

You think he's coming down
with something?

Poor Rocko. You all right?

RJ-1, passenger Mr. G. Shepherd
is on board. We're ready to roll.

RJ-1 cleared for takeoff.

Give our best to Mr. Shepherd.

Poor baby,
you'll be a lot happier back in Florida.

Heart of hearts, bottom line.

You really think Peter can pull this off?
Something this big?

I figure we'll be okay
with my head on his shoulders...

...and your head on mine.

If I didn't think so
I wouldn't be this relaxed.

- You worried?
- Worried?

That I'll pull off the
biggest deal in history?

That it'll kill Kravis to find out...

...that everybody else on the street
isn't just shit?

Shit!

- What's wrong?
- I just realized what they taste like.

What are you thinking?

What am I thinking?

I'm thinking my lapels are too wide,
my hair's too long.

And I was born with the
wrong fork in my mouth.

But if all goes well tomorrow,
this paperboy from Winnipeg...

...is gonna own
the 19th largest corporation in America.

If I'm lucky, do I get to kiss your ring?

That's as good a place to start as any.

Mr. Greeniaus is here.

Johnny.

What do you think?

They arrived just as I was leaving,
it's an awful lot to take in.

That can wait. I got something
really important to tell you.

More important than proposing we sink
$2.5 billion into expanding our bakeries?

Cookieville, that's a great name.

It's all so wasteful, it's unnecessary.

A $10 million computer to bring onions
to the dough...

...when all you need is
a guy and a forklift.

I'm gonna let you boys work this thing out.
Good luck later.

- My money's on you.
- Thank you.

Just cool it a minute.
Can I get you a drink?

- You want anything?
- I'm good.

Good is cotton stockings next to great.

- I'm gonna make you rich.
- You already have.

You just think you are.
All that changes today.

Sit down, partner. Come on, sit down.

- Are you ready?
- Yeah.

I'm going to buy out the company.

I had no idea!

Gonna wrap it up in a week,
10 days at the most.

You're doing this with Ed
and three others from management?

- Right.
- Why not everybody?

Why didn't you include all of us?

If this deal goes through...

...the debt load might force
a few divisions to go on the block.

Obviously I can't have partners
owning the company with me...

...who aren't even gonna be
with the company.

- You're not gonna sell off Nabisco?
- I'd rather not if I don't have to.

My God, how can you do this?

You're talking about company expansion
and then you're talking about ditching it!

Whatever happens, you're safe.

After the incredible way
you've run the food division.

There's no question about
whoever buys it's gonna keep you on.

If you're not happy with the new brass,
your severance deal plus your...

...50,000 shares of Nabisco...

...you could walk away
with $7 million, maybe more!

We're not talkin' just "fuck you" money,
we're talkin' "fuck everybody" money!

Fuck everybody? Right. Fuck everybody.

Wish me luck?

I just pray you get it. I really do.

Thank you, I appreciate that.

*Mr. Chairman, members of the board...*

*...I don't have to tell anyone here...*

*...that RJR Nabisco has remained
wildly undervalued...*

*...despite our steady yearly profits...*

...despite your management's best efforts
to increase shareholder values.

After a lot of study...

...after exploring every conceivable option,
we feel that the best possible way...

...the only way to recognize
those values is...

...through a leveraged buyout.

That's awfully radical, isn't it?

The wolf isn't exactly
at the door around here.

I'm not pushing the panic button.

I'm simply offering it as the one option
that best looks after our shareholders.

You don't think the shares will get
a big boost once we start selling Premiers?

They're still a crapshoot.
I'm talking about a bird in the hand.

I'm talking about putting a mountain
of money into everybody's pocket.

You believe what you have in mind
is doable?

Absolutely. And at a figure much higher
than the stock is selling for today.

What stage are you at?
How far along has this gone?

I can only tell you
that if the board gives us a green light...

...we'd be in a position to wrap it up
very quickly. I'd say in a matter of days.

We'd wanna be sure the number
you're thinking about is not frivolous.

You'll have to define frivolous for me,
Mr. Chairman.

I'd say your offer has to be north
of the highest price...

...this company's ever traded at.

Would you say that $75 a share
meets that geographic requirement?

I suggest you and your group
leave the room...

...so the board can discuss your proposal.

Thank you, Mr. Chairman.
Thank you all, and happy reading.

That was a good job, buddy.

Keep everything crossed.

It was a perfect pitch, perfect.

- You're not nervous, are you?
- Hell, no.

I always take a leak with my fly closed.

*The LBO, according
to the company's official release...*

*...would be the largest takeover
in corporate history.*

*In a surprise move, the company's
chief executive officer, F. Ross Johnson...*

*...today offered his stockholders
$17.6 billion...*

*...for their shares of RJR Nabisco...*

*...suppliers of such famous products
as Oreos, Camels, Winstons and Salems.*

*$17 billion.*

Now that's cigarette money!

Charlie threw me a real curve putting out
that goddamn press release so fast.

How could Peter Cohen
not have anticipated it?

It's $17 billion, for Christ's sake!

It's like trying to sweep
a ton of shit under the carpet!

*I can't believe we're off to
this kind of start.*

Have you talked to Jim?

You're damn right, I have!
His ass is on the line, too!

If Shearson blows this,
he has his own board to answer to.

*- My God!
- What?*

Is your TV on?

*Senator, you're no Jack Kennedy.*

Which channel?

Four!

*That was really uncalled for, Senator.*

*As I said earlier, we are at the corporate
headquarters of RJR Nabisco.*

*The board meeting is happening right now
as we circle the building.*

- Good morning, George.
- Morning.

$75 a share? Do you believe the gall?

He's trying to steal the company.
They're going for a slam-dunk.

He's trying to pull it off before
anyone else can come up with another bid.

I was the one who gave Johnson
the idea for a buyout in the first place.

Laid it all out for him!

There has to be some minimal appreciation
on his part for how the system works.

Some respect for the rules.

First time in the jungle, I guess.

I'm not giving him
any points for innocence.

He got the art of the double-cross
down real fast.

Of all the people in the world,
why Peter Cohen?

Shearson has no real experience
with leveraged buyouts.

You sure don't start
with the biggest one ever.

It's because of Jim, you figure?

Word is,
Johnson's hired Linda to do his PR.

Is that a fact or just a rumor?

Rumor's just a premature fact.

Linda.

It makes no sense you didn't sew up
the deal before disclosing it!

- Why'd you leave us so vulnerable?
- Isn't anybody listening?

I didn't disclose it.
Charlie Hugel sprung that press release.

Ross thinks you should've
anticipated it and so do I.

I'm not running the PR on this deal, am I?

Charlie's advertising. He's fishing,
hoping somebody will top Ross' offer.

Never. Nobody else is gonna step up
with a higher number.

Nobody else has the muscle.

Nobody but Henry.

He'd never give Ross what we have.

You got a picture of Henry
allowing Ross total control?

Trust me. In a week, this is a done deal.

*Mrs. Robinson on Line 2.*

Linda?

Henry.

You just floored us with this RJR thing.

Are you aware that we gave that idea
to Johnson in the first place?

We won't sit this one out on the sidelines,
you understand that?

I do.

I want you to make that clear to everyone
and I want to hear back, soonest.

- He's pissed.
- Tough.

- He won't sit on the sidelines.
- He only has to sit there a few days.

He said he's the one that gave Ross
the idea for the leveraged buyout.

And Ross decided to go with us. So?

LBOs are his game. He invented them.

He doesn't want you
playing in his sandbox.

I'll make a note to be scared. Come on,
what can he do about it?

Why don't you meet with him and find out?

- Why don't I find out, then meet with him?
- Henry is not a man you stonewall.

Not Henry Kravis, not KKR.

You're gonna need to raise a lot of money.

- What does that mean?
- Henry could be very helpful.

I'm not in the water yet
and you're calling for a lifeguard?

You have to meet with him.
At worst, it's simply good politics.

Ross is up from Atlanta. My guess is
he flew up under his own steam.

See you later.

*Why does anyone
have to meet with him at all?*

*Jim thinks it's best. And so do I.*

*Why? What does any of this
have to do with Henry Kravis?*

A million people talked to me
about doing an LBO. So he was the first.

Am I supposed to send Thomas Edison
2 cents every time I turn a light on?

I just don't understand the purpose
of meeting with him.

Henry Kravis isn't the Pope,
for Christ's sake.

Or did he buy up
all the shares in the Vatican?

We must gauge his intentions,
see if he's gonna stay out...

...or if he can be a part of this
that can be to our mutual advantage.

- I should talk to him.
- Better for Peter to do it.

- He and Henry speak the same language.
- Hell, I speak bullshit.

- I picked it up my first day in New York.
- Trust me.

How are you?

I'm trying to stay alive
till my kids graduate.

Do you mind?

Aren't they really better after dinner?

I'd be very surprised if you ended up
buying RJR Nabisco at $75.

Why is that?

We've been looking at this company
for a long time.

$75 is cheap, very cheap.

It's what Ross wants.
We're just setting up the financing for him.

- What's Shearson getting?
- A normal payoff, nothing special.

What does that mean?

5, 10, 15, 30 percent of the company, what?

In that range.

What's Johnson's deal?

Also somewhere between
zero and 100 percent?

- How much of the company will he own?
- Obviously, those figures are confidential.

We have to be in on this.

You understand?

I didn't give this idea to Johnson just so
he could send me an "up yours" card.

Maybe there's some way
we can work this out.

Work it out how?

There are a couple of options.
We can compete.

That would drive the price up and make
the debt so high nobody could win.

Or you could sell us Ross' food business,
take tobacco for yourself.

We're not looking for partners.

In that case, you could just step aside.

Are you kidding me?

You want us to step aside
after all we've done on this?

We'd honor that.
We'd pay you a fee for your services.

Say, $125 million?

Plus an option to buy
a 10 percent stake in the company.

Are you serious?

I don't believe this!
You're offering me a fucking bribe?

That's an offensive word,
offensive and untrue.

You're offering me $125 million
to take a cab and I'm offensive?

We're just offering a variety of options.

You can stick that one up
a variety of asses.

And stop tryin' to good cop, bad cop
me into the ground here!

One way or another, we're in on this.

We're not just gonna disappear.

You just decide whichever way
you think is best and get back to us.

Right. I'll do that!

Before the board accepts your bid,
of course.

As soon as I can.

- Love home.
- You, too.

With a quick answer from the board,
we'll be okay.

We're just too many jumps ahead of them.

Our move. What do you think?

Napalm.

What? You're not serious!

It's Ross! It just came over the wire.

Henry's made a tender offer
to buy RJR Nabisco!

- Damn! How much?
- $90 a share!

90? 9-0?

- $20 billion!
- Jesus!

Somebody pissed somebody off!

I don't know
what happened in that meeting...

...but someone put their finger
up someone's ass...

...or Kravis wouldn't be dropping
this bomb on us!

Peter Cohen just sticks to raising money
from now on. Is that understood?

First the press release,
now this goddamn Kravis offer!

You know how much more
this deal is gonna cost?

Do you have any idea
how crazy the stock is gonna go?

I want you to sell enough of my IBM
to get me enough bread...

...to buy 1,000 shares of...

That's right, 1,000 shares of RJR...

Nabisco.

Move along, please.

Anybody makes a tender offer,
which is like what KKR just did...

...and the company that's for sale
has to answer it within 10 days.

That's what the law says.

Which means, Mr. Johnson's bid...

...is kind of like, on hold 'cause someone
else stuck their foot in the door.

Now, Mr. Johnson has to top what KKR
has come up with.

Plus, then they could turn around
and top Mr. Johnson all over again.

Your husband's got one fight on his hands.
What can I tell ya?

Honey?

Lace me up.

How do I look?

Good enough to eat, but we're late already.

Not too much?

You'd get stares tonight
wearing a gunnysack.

We're just not members of the club, babe.

You haven't had your face tightened
or any basketballs removed from your hips.

And I'm not part
of this uptown daisy chain...

...that never stops wheeling and dealing
and screwing each other over.

But they all like you.

They've got an erection
for my cookies and my cigarettes.

They're just being nice to the driver.

Anybody in this crowd
not worth nine figures...

...they think you're on food stamps.

You are amazing.

You didn't know that?

Who else could bid $20 billion
for a company and come home whistling?

Ain't no big thing, missy.

$20 billion is just 1 billion more
than 19, is all it is.

*You want an idea of what $20 billion
could get you these days?*

*How about, you could retire
one percent of our national debt.*

*Or you could buy your own B-1 bomber.
That'd be a first on the block, right?*

*I guess if you were really a sport...*

*...you could buy each of the homeless
and every single person on the planet...*

*...a Big Mac, an order of fries and a Coke.*

*You could buy 80 million vowels
on Wheel of Fortune.*

*Or, this would only be a start,
you could send Dan Quayle...*

*...to the University of Indiana Law School
for 6.8 million years.*

Quite a splash you made today.

Darling, this is Ross Johnson.
He came to dinner some time ago.

- My wife.
- Laurie.

Darling, that was the name
of our first jumper.

- A jumper's a horse, isn't it?
- Get the picture?

What you been up to, neighbor?

Heard you been poking around
for a little action.

Just trying to keep you honest.

I think it'd be a good idea
if you and I had a talk.

You know where to find me.

There was no need to escalate things
by making that offer.

You never gave me a chance
to get back to you.

I said I was gonna call and I would have.

One of us better cut in.

All we need is for Peter
to throw some fresh shit on the fan.

I'm a person who does
whatever he says he's going to do.

That makes two of us, doesn't it?

Teddy Forstmann, Forstmann Little.

Nice to see you. My wife, Laurie.

- Great pleasure. This is Tiffany Ford.
- Howdy, ma'am.

You must be the new school marm.

I'd love to talk to you.
Any chance of our getting together?

I'll save you the next dance.

*What I wanted to talk
to you about was the...*

- Wall street.
- Perfect.

You got the hots for her,
he's got the hots for you.

I'll be back, babe.
Go get yourself some chow.

Bill Woodfield, First Boston Group.

We can help you with your deal
by taking advantage...

...of tax loopholes
you may not be aware of.

Give me a call, okay?

In a sec.

If you guys can take a piss
and a compliment at the same time...

...I'd like to say that was a whale
of an offer you came up with today.

$90 a share is a great tribute
to the way I've run the company.

You've done a tremendous job.

You'll understand
if I don't shake your hand right now.

I don't know what happened
between you and Cohen...

...but, from now on, I do all the talking.

Seems to me, you and I did talk once.

At least I remember our conversation,
every word.

No matter where the idea came from,
I'm not looking for a bidding war.

Why don't we sit down and try to
hold this to a mere $20 billion deal?

Makes a whole lotta sense.

We can figure out
how to be on the same side.

All I need to know about
is you won't get on my back...

...about cutting down on planes
and golf courses and all that other stuff.

That's not what's important to us.

We don't mind an extra plane ride or two.

- Just space shuttles are out, right?
- It might be a lot cheaper.

What's RJR up to now?
Ten corporate jets?

Twenty-six full-time pilots?

Word is that hangar you built in Atlanta
cost your stockholders $12 million.

Those stockholders have
a management group...

...that brings in
a steady billion a year in profits.

Nothing wrong in giving them
whatever it takes to make their job easier.

What the hell? A few million dollars
are lost in the sands of time, I always say.

So do we talk, or not?

- Just say when, we'll be there.
- You got it.

And let's just keep this to ourselves, okay?

I would like just once to pick up
a paper without seeing any news in it.

I couldn't agree more.

- This was a good talk.
- I do well in toilets.

If Henry Kravis was CEO of any other
company in the country except his own...

...they'd put him in a straitjacket!

They'd take him away in a rubber limo.

Henry Kravis pays out
these incredible sums...

...because his money is all junk bond crap!

It's phony! He's phony!
He's a fuckin' fraud!

If you don't like him,
don't beat around the bush.

It's not personal. My focus is not
on that goddamn megalomaniac!

What kills me is that
these quick-buck artists like Kravis...

...they don't give a rat's ass
about the companies they buy.

*I've said this in the Wall Street Journal.*

All they want is their steady flow
of these outrageous fees.

They don't care if they throw
the whole country into a depression.

Let me tell you about Forstmann Little.

At Forstmann Little what you get is reality.

My brother and I are real people!

- Real people with real money!
- We'll talk, all right?

I gotta use that.

Forget KKR, forget Drexel Burnham.

In the last five years, Forstmann Little
has sold the companies we bought...

...for up to 10 times more
than we paid for them!

- Okay, we'll talk.
- How about tomorrow?

- You got it.
- Everybody's gonna try to promote you.

I just wanna make sure
you're going with the best!

Right.

Wally McNabb. I'm with Drexel Burnham.

- She eats like a bird. Did you notice that?
- Carolyne? I know, they all do.

I think they have a weight clause
in their prenuptial deals.

They put on one extra ounce or a wrinkle,
they get sent to the used-wife lot.

Good thing you're different.

"Howdy, ma'am.
You must be the new schoolmarm. "

Thought you were gonna pop your Levi's.

You still don't understand me, do you?

To me the most important thing
about a woman is her mind.

Does she mind if I do this?

- Or does she mind if I do this?
- Do me cowboy.

You know her one big treat everyday?
Carolyne's? Her fix, she calls it.

A glass of milk and one Oreo.

- Just one? We'll never get rich that way.
- Rich?

Henry Kravis just gave the
Metropolitan Museum $10 million.

No wonder he can't afford
more than one Oreo.

- Harder.
- Any second now.

- She's his second wife.
- It takes one to know one.

He must be crazy about her.

He put up $3 million just so Carolyne
could open her own fashion house.

Can you imagine?

Didn't I bring you
a dozen golf balls last week?

Do you think you're gonna do
this buyout with him?

I don't know. There's a lot of teeing up
going on, but nobody's on the green.

You know what happened
after he bought out the Safeway chain?

Thousands of employees got laid off.

People who'd had their jobs forever.

Adellie, my leg waxer, one of her cousins
was one of the guys who got fired.

Eighteen years he drove a truck for them.

It happens.

He parked the truck one last time,
he went home and he shot himself.

*What do you know?*

*Let's all take a beat
and get real about everything.*

*What makes the most sense is for us to
join forces and fall in with Henry Kravis.*

That way the board only has to consider
a $90 share...

...which we know
they'd snap up in a second.

If we try to out bid each other,
no matter who wins...

...the company'll be impossible to manage
because the debt load will be crushing.

- Do you have a problem with that?
- You're the boss.

But if we need a higher bid,
I can restructure the financing.

There's other money around. Henry's not
the only one with resources in this town.

Is this your business sense talking,
or am I getting an earful of your ego?

Listen, I don't mind insults.

Just hold it.

Mr. Forstmann is here to see you.

Now?

Give him a room. Ask him to wait.

I can hold my own with the best of 'em,
but nobody ever asked me to take a bribe!

Kravis was not asking you to take a bribe.
That is not his style.

What you're saying is you just
can't be partners with him, isn't that it?

There's no such thing
as being partners with Henry.

We will do business with whoever you say.

If you want us to take his offer,
all you gotta do is say the word.

Am I right?

I think you and I should
have a little powwow.

You guys can stay here, use the can,
whatever, just give us a minute.

Right in here.

- Tough call.
- Not the way I look at it.

Were you serious about
letting Ross dump us?

I had to give him the option.

I'm counting on his knowing
where his best interests lie.

I say you go home
with the guy who brung ya.

I say we win with Shearson
or we go out with Shearson.

Kravis'll eat you alive if you let him in,
you know that.

Not if I can sell him on letting me
keep control of the company.

I can't see you throwin' in with him.

Let's face it, KKR is a varsity operation.

Our team's been running around like
a bunch of water boys with a leaky bucket.

Christ, Teddy Forstmann.

Yes?

Mr. Kravis and Mr. Roberts are at reception
and Mr. Hugel's on Line 1.

Mr. Horrigan will take Kravis and Roberts
to the conference room.

*Ask Mr. Hugel if I can...
No, wait, I'll talk to him. Hold it.*

Don't let Kravis
get anywhere near Forstmann.

I don't want any blood on the carpets.

Charlie! What's on your mind, pal?

It's a matter of some importance.
A good deal of importance, I'd say.

*- When do you leave town?
- Tomorrow afternoon.*

Buy me breakfast tomorrow?

Jesus!

If you'd like to come this way.

Let's go in here.

*Where did anybody put Teddy...*

Ross thinks we should all talk.

Sure glad you guys don't make cigars.

Smoke bothers you?

Only if I'm in the same city with it.

Fucking beautiful.

How ya doin'? Bill Woodfield, First Boston.

I'll be back.

- I'm sorry, I was in...
- It's okay. No problem.

This is my brother, Nick.

- How are you?
- Great pleasure.

We've worked up some ideas
for financing...

...based on, like I told you, real money
with real people.

Not the kind of phony crap,
this wampum, this funny money!

I gotta level with you.
I'm meeting with Henry Kravis.

I think it would be a huge mistake
if you did that.

There's no if I'm going to do it, I'm
doing it. He's in the office right now.

Now?

You're meeting with Kravis now?

That's why
we've been sitting around waiting...

...killin' time,
chokin' on those new shit cigarettes?

- Where did you get a Premier?
- In the other office.

- Nobody's supposed to smoke those.
- I don't think that'll be a problem!

- They're still in development.
- I sure as hell hope so.

Look, could you guys
please just wait a little while?

This thing with Henry might not
work out at all.

Don't you see this is our last chance?
The bastards are at the city gates!

Lets stand at the bridge together.

Let's stand at the bridge
and push the barbarians back!

Right. Just give me a minute.

Thank you for coming.

Hope you don't mind meeting in here,
all the men's johns are full.

The way I see it,
we're down to keep it simple time.

What really makes
the most sense all around...

...is for us to do this buyout together.

At the $90 a share
you guys have proposed.

The way Peter structured it,
my management group...

...would own 20 percent
of the company, right?

In that area, yeah.

We'd want to review that arrangement,
it seems generous.

Whatever it winds up, I'm suggesting
that everything else gets split 50-50...

...between you and Shearson.

In addition to our customary one percent
for our services?

$200 million.

You might want to reconsider that amount.

A lot of people are watching this process,
including Congress.

We wouldn't want to do anything...

...to hurt the business we've grown
to love and admire.

Is that it, then?

Basically, those terms being acceptable,
have we got ourselves a deal here?

We want Drexel Burnham to sell the bonds.

Instead of Shearson?

They're what a deal this size needs.

They won't affect your share.
They work cheap, they're the best.

They're about to go before a grand jury
because of their Milken-Boesky connection.

Just what we need,
stationary from Alcatraz.

Maybe you ought to think about that one.

We have thought about it.

With or without you,
we're going for this company.

We're going for RJR Nabisco
and Drexel's doing it for us.

Are you firm on that?
Is that a deal breaker?

It is.

That, and one last point.

Why are we putzing around here?

Johnson put this company in play.
I don't need his permission...

Give it a minute.

If he doesn't need me,
I sure don't need him.

Didn't Don Kelly tell me
you let him run his own company?

Then you do remember
our conversation that evening.

Don runs a very tight ship.
There's no extravagance there.

Don's got no air force.

No Team Nabisco that must cost
the shareholders millions every year.

We require a lot more discipline.

We'd have to agree on
how you'd run the company.

Which is French for how you'd run me.

However you want to put it.

What you're looking for is a hand puppet.

If I said yes, you'd have yours up
my ass all the way to your elbow.

There's no way
the banks are gonna let Drexel in either.

Everybody's firm on this?

That's it! We'll make our own bid!

Let's get outta here before I throw up
from being in the same building as Kravis!

Good riddance.

Can't stand smoke.
Prick probably hates cookies, too.

Fuck 'em. They'll get theirs one day.

Hold the door.

Probably a lot sooner than you think.

*I just want my position as chairman
of the company completely clear, Ross.*

*Obviously, you're gonna have to go higher
than $90 a share and so is Henry Kravis.*

The highest bid is gonna win.

Let's just put the price of shares
aside for a minute.

Let's just screw all that.

You know the only number
that means anything at all to me?

140,000. You know what that is?

The exact number of people
who bake, pack, ship and truck for us.

The more this company winds up costing...

...whoever winds up buying it,
the more will get the ax.

That's what's on my mind.

Not this macho bullshit that has everybody
slamming their dicks on the table.

All I care about
is making a killing for our shareholders...

...without killing any of the people
who punch in for us...

...day after day, year after year.

People who think of this company
as a home.

Do your best shot, then.

I'm announcing that final offers
must be submitted...

...by 5:00 pm at the next board meeting,
11 days from now.

I'll be ready. Ready for bear.

I never thought you'd be anything less.

Nothing.

Poor darling, I wish I could cheer you up.

Pity we're not in the country,
you could go out and shoot something.

They're absolutely stonewalling us,
you know.

George and me won't arrive
at a realistic offer for the company...

...without knowing its true value.

The law says Johnson's people
have to cooperate with would-be buyers.

Have to tell us all they know
about the company's assets...

...about their liabilities,
where it's healthy, where it's not.

Whether it's out of fear or loyalty
or acting on Johnson's orders...

...I don't know,
but not one of them will tell us a thing.

We've got less than a week
to make an offer. We're flying blind.

Do you honest and truly need Nabisco?

Aren't there any other companies
that would make you just as happy?

It's not the company, it's the credibility.

My credibility.

I can't just sit on the bench
and let other people play the game.

Not my game. Not with their rules.

So, coach, what are you gonna do?

I don't know.

I just don't know.

Yeah? George.

You're not serious?

We've got ourselves a deep throat!

He knows where all the numbers
and the bodies are buried.

He wants to talk to us.
He wants to be our friend.

Wait a minute. Hold it.
Quick, put on Channel 4.

*They're smokeless cigarettes
and are about to hit the market...*

*...but they've already
come under sharp attack.*

*Today, three health groups said
they should be classed not as cigarettes...*

*...but as a drug, subject to regulation
by the Food and Drug Administration.*

*NBC's Mike Jensen
has sampled the reaction of them.*

Nothing.

*Nothing. Zero.
It's like smoking blackboard chalk.*

*Brilliant. It's delightful.*

Newspaper.

*Another first for American technology.
No wonder the Japanese are trembling.*

Jesus! Just what I need right now.

Total strangers sticking pins in their
Ross Johnson dolls. And in prime time.

Are they as bad as they said?

Premiers? I'll level with you.

When they were being tested, some people
suggested we roll them in toilet paper.

Millions of dollars to develop.
All those zeros right down the crapper!

You're entitled.

Year in year out, that's the kind of money
he makes for the company.

People take winning for granted,
sweetheart.

You lose a few bucks, they start looking
at you like a virgin at an Aztec sacrifice.

Premiers. Perfect name I thought.
Titanics would've been a better one.

Who the hell do you suppose
got NBC to do that story?

Some people are always looking
for bad news.

Who told 'em Premiers were bad news?
Jesus, what a town.

If you didn't have such tall buildings here
you'd be up to your ass in vultures.

Peter would like us to try to raise our bid
to $110 a share.

- Is that remotely feasible?
- He thinks so.

He's sure Henry could never go that high.
He's got such little information to go by.

It breaks your heart for poor Henry,
doesn't it?

$110 means we'll have
to raise substantially more money...

...from the investors and the banks.

It would help tremendously
if you'd cut back on your share.

It would help tremendously.

Is Shearson going to cut back, too?
Are you guys gonna take less?

Frankly, we don't have
as good a deal as you have.

I don't know that anybody ever has.

If your numbers were to get out,
as they stand now...

...you'd probably get
a lot of flack about it.

- Especially from your board.
- Why would they ever get out?

Where did that Premier story
come from tonight?

This town worships success.
What it roots for is failure.

Everybody else's, of course.

I just don't think you ought to provide
those types with any kind of ammunition.

Fine. Reduce my share to whatever,
I don't care.

Money is the last thing I'm interested in
in this deal.

You may think I'm shittin' ya,
but that's the truth!

And fuck you, Tom!

Hello, darling.

Shit! Sorry!

Just a minute. Mrs. Robinson calling.

*Are you sure?*

*I saw him, I was there.*

*I can't believe it.
Why would Johnny stab me in the back?*

*I've treated him like a son.*

*What better reason to do it?*

*Did you tell Peter?*

*This has got to affect our bid, doesn't it?*

I'm meeting him in a few...
Of course no decision without you.

*You know you can trust me.
Driver, this traffic is impossible.*

I'll call you from Peter's.

*- Keep me posted.
- I gotta run.*

I gotta get out of this town.

Darling?

I think you better see this.

My entire deal with Shearson
all over the goddamn paper.

How the hell is that possible?
How could that happen?

- Whoever that is, I am not here.
- Okay.

Hello?

No, he's not, operator.

If you give me a number,
I'll have Mr. Johnson call Mr. Hugel as...

He can't be reached for a few hours.
What time is Mr. Hugel's flight?

Jesus! This makes me look like
the greediest son of a bitch in the world!

Is that your number, operator,
or Mr. Hugel's in Moscow?

*Story's probably in fucking Pravda, too!*

Thanks.

Get me Peter Cohen.

Hello?

- It's Peter Cohen.
- You're goddamned right it is!

What is our private,
confidential, top-secret...

*...for-your-eyes-only arrangement
doing in the fucking New York Times?*

Who leaked the goddamn thing?

I've got Jim on, we're on a conference call.

Ross is on.

- Not now, Harry.
- Who's Harry?

- It's just me.
- We're on top of this thing.

- We're checking it out.
- Imagine the effect on the board!

With our new bid, they'll forget about it.

- The new bid being what?
- We think we can offer $112 a share.

- $112? Are you serious?
- If we can work out the details.

We've gotta prove
our proposal makes sense.

What do you mean, if?
We make the offer tomorrow.

- We can do it. Can't we?
- I'm sure we can.

It's just the numbers are
so stratospheric...

You know what this makes me
look like to Charlie?

Sir, it's a Mr. Hugel.

I'll call him back.
I'm talking to Ross Johnson.

- What?
- Nothing.

Somebody just said Ross Johnson.

Jesus, is somebody bugging my calls now?
What the hell is going on?

*First Tom Brokaw,
now the New York Times!*

You don't think I'm being crucified...

...and Henry Kravis just might own
the nail concession?

I hate to think that.
I think there are so many people involved...

- Too many faxes.
- We'll get to the bottom of it.

Everybody's got a Xerox.

How do I face Charlie tomorrow
about all this press?

- We'll get to the bottom of it all.
- I'm at the bottom of it all!

I'm in a shit storm...

...and nobody on this team
has got a goddamn umbrella!

*You've put us in a terrible position, Ross.
The board hasn't stopped calling me.*

*You made us look like fools
for not knowing about this.*

*Even bigger fools if we didl*

$2.5 billion for your management group.

That's what your 20 percent share
will earn for you in the next 5 years.

$2.5 billion! That boggles the mind.

Those are purely hypothetical numbers,
blown way the hell out of proportion.

But if they stick in somebody's craw,
fine, fuck 'em, forget 'em.

I'll just take
whatever the board thinks I'm worth.

Hell, all I am is a salesman, you know that.

I've been door-to-door, house-to-house,
company-to-company all my life.

A salesman's biggest commission
isn't measured in bucks.

Every sale we poor bastards ring up
is a validation of who we are.

People buy you when they buy
what you're selling. There's just one hitch.

A salesman needs product.

I won't buy this company
because my business is buying companies.

I need this company to make things
and wrap 'em in shiny packages.

I'm not one of this bunch
that only cares about buying up places...

...where things get made.

This crazy deal heat everywhere
is burning all our bridges.

We're piling up mountains of debt.

We're borrowing our damn fool brains out.

And just because we have gone crazy
doesn't mean the rest of the world has.

This country's turning companies
into commodities...

...and the Japanese have their fetuses
working nights turning out computer chips.

Final bids are due in the boardroom
at 5:00. Not one minute later.

However it turns out, your opinion of me...

...means an awful lot in my life.

We're down to the numbers now.
That's all that matters now.

Now I know what the "F"
in F. Ross Johnson stands for.

Juanita, nice to see you.

Hello, Barry.

You can't take anymore time, Rob!

Trouble. Charlie's pissed.
The whole board is.

I don't care, you've gotta get it over here!

- What's wrong? - His office is
still working on the numbers.

- What?
- There are a million details.

- They're still at your office?
- They're leaving.

Jesus, that's downtown. I've got
a whole boardroom of people here today.

Give me that. Rob?

We're doing our best.

Get over here right now.

Whatever you gotta do, do it on the way.
Do it in the goddamn cab!

- On a Friday, at this hour, good luck!
- In the cab!

Tell him to take the Drive!

How are you doing? Where are you?
14th and where?

14th and the river. It's just,
traffic's brutal!

Maybe we should get off the Drive.

How will you do that?

They're at 39th and 1st.

Fifteen minutes!

53rd. We're boxed in completely!

Are you serious?

Go on, I'm tellin' you!

Okay, we're on our way.

- 56th and 5th.
- Hey, watch it!

- 56th and 5th.
- Never!

- It's Kravis.
- Shit! Move!

- Expecting these.
- Thank you.

See you later.

- One minute to.
- Where is he?

Where are you?

With our luck, he's been mugged.

We're in the elevator.

*- What floor?
- Hold on, just one second.*

- Where is he?
- I don't know.

First off, I'd like you to know
that in the interests of the company...

...I have retained the services of
Peter Atkins of the firm of Skadden Arps...

...to act as special counsel,
to advise us and guide us...

...through the legal obligations
of this matter.

Thank you, Mr. Chairman. Good afternoon.

Before you, are copies of the proposals
for the buyout of RJR Nabisco.

And where do we stand?

*Ross Johnson's bid, his and Shearson's,
is for $100 a share.*

*That's an offer of $23 billion.*

*And KKR?*

*$94 a share, $21.6 billion.*

That's quite a difference in price.

I'll give you a bigger one.

The First Boston Group is prepared to offer
between $105 and $118.

That's $3 billion more
than the Johnson offer.

Is First Boston for real?

Their proposal is based on
taking advantage of certain tax loopholes.

If the board has interest, we'll need some
expert advice as to the viability of it all.

It would take a week to 10 days.

I'd say the board has about $26 billion
worth of interest in waiting.

It's an air ball.

There's no way in the world First Boston
can pull it off. No way at all.

- We're still alive, I promise you.
- Second place is no better than third.

All we have to do is lay low.

We put out the word we don't know
what we're gonna do.

Let's let the world know
we may not be there in 10 days.

And if we do back off,
we save ourselves the embarrassment.

If we're coming back strong
in the second round, why let on?

Either way, no one sees our hand.

*Let them curse the darkness.*

*We're not handing out any candles.*

Why do you think
Peter can go higher than we have?

Jesus, these numbers
are givin' me a nosebleed already.

Hold on.

Yes, I'll take it.

It's Linda. She says it's important.

Are you ready for this?
Henry has gone to his place in Vail.

Do I like that?

He and Carolyne
are spending the week there skiing.

George has gone home to San Francisco.
It all ties in.

Ties into what?

The word is, having come in third,
there's a strong chance...

...that Henry might not bid
next time around.

You believe that? You think it's possible?

All I know is that Henry finishes first
or he doesn't finish at all.

Going away like he has,
skiing in the middle of all this?

Did you see it? They threw in the towel.
I told you they would.

Don't bet on it.

*Why would they put out a press release
sayin' they won't be back?*

Why would they say one thing
and do another. Why wouldn't they?

What do you hear?
They're coming back or aren't they?

All I know is what Linda tells me.
She's pretty sure they're out.

Yes, I'm up.

What do you think I'm thinking about?

We play right into their hands
if we don't raise our bid.

They're laying low to clobber us.
This is just a head fake. It's a PR job.

If it is, it certainly is a masterful one.

I don't mind those once in awhile, do you?
Just for a change.

You should've gotten away yourself.

We've been on the slopes
eight hours a day.

Some of us still have to work for a living.

We thought you'd be here
crunching numbers like us.

You crunch numbers, I'll crunch the snow.
Let me put Carolyne on.

I promised myself
I wouldn't think about business all week.

You're sure?

I'm positive.

He's out of it. Even Carolyne thinks so.

Trust me, Kravis is gonna be there.
He's gonna bid!

I don't know one thing more than you do.
You know that.

I tell you, figuring whether they're
in or out is an absolute son of a bitch.

Do me one favor: don't wish me luck.

Thank you all for your patience
during this 10-day interval.

It was obviously a step
that had to be taken.

That said, I'll turn the meeting over
to Peter Atkins.

Thank you, Mr. Chairman.

To begin, let me tell you
we're now down to two bidders.

After a good deal of effort...

...First Boston was simply not able
to put their offer on the table.

That leaves us with Ross Johnson.

His group's bumped their previous bid
from $100 a share to $101.

I think we need to take a very careful look
at what KKR has offered.

- What do you think?
- I think it's gonna be a long day.

A very long day.

I've been sent to ask you a question.

Is what you've submitted
your very best offer?

Yes.

The very best you can do?

It is.

If we can work out some details and get
comfortable with regard to the financing...

...I'm prepared to recommend your bid
to the board.

If you'll just give us a little time.

An hour should do it.

I've got people wondering
when there'll be a decision.

There's no reason to hang around.
We'll be in touch tomorrow.

- Tomorrow? What does that mean?
- I can't tell you anymore.

- Are we out of it?
- I've said all I can say.

What the hell's going on?
I'm still CEO of this company.

We haven't got a new pope
around here yet, or have we?

This is most unusual.

All right, five minutes.
I'll meet you there.

We've been told to go home,
care to embellish that a little.

First Boston is out of it.
KKR has made a bid.

- Another bid? A higher one?
- Frankly, it's a blockbuster.

Are we talking around $5 higher
than mine? Are we talking $106?

You said it, I didn't.

Skiing my ass! Henry Kravis
was skiing down Mount Bullshit!

- He sandbagged us.
- I knew it!

- You said...
- He was trying too hard to sell me.

You were sure he was out of it!

We're the ones who'll be out of it,
unless we get off our cans!

Whip out your calculator.

What the hell is going on?

They told us hours ago
they'd recommend us to the board.

We had a deal, everything was fine.

Shearson's bid $108.

Did they come in with that
or did they find out about ours?

We've got to do
what's best for the shareholders.

Which includes asking you not to leave.
We want you in this.

You've been more than patient.
Give us an hour to go over it all.

We are not interested in open-end bidding.

Just one hour.

All right.

You pay our expenses to date
and we'll wait.

How much are we talking?

I'd say it comes to a hell of a lot more,
but we'll settle for $45 million.

$45 million for one hour.

I think I can sell it. Thank you.

Ross Johnson's final bid...

...is for $112 a share.

The KKR bid is $109.

Thank you.

I think it's time to put it to a vote.

I'm sorry, Mr. Johnson.
We'll do your office after the boardroom.

They shouldn't be too long now.
They were just getting ready to vote.

Good luck.

Thanks.

They're voting.

Yeah?

Right. I'm on my way.

Charlie wants to see me.

Both offers were based
on extremely complicated structures.

We had to consider very carefully
just how sound they really were.

In the end, I'd say the deciding factor...

...the one thing that made
the Kravis offer more attractive...

...was that you were not part of it.

Nobody will deny that there isn't a fair
amount of greed going around these days.

I guess it's just a question
of how much greed is fair.

This, yours...

...was over the top.

It was simply too naked.

There was just no way
we could let you have this company.

*I lost my job through the New York Times,
is that it?*

We'll be discussing your settlement
as soon as possible.

You know...

...this is the first time I've been outta
work since I was 9 years old.

Sure loved running this company.

Let you in on a little secret.

I'd have paid you to let me do it.

Thanks. We'll be right in.

I just dropped by to say thank you.

For making me a hero
with my shareholders.

$25.7 billion for the company?

In their wettest dreams,
they never thought they'd get that rich.

*If there's anything I can do to help,
anything you need...*

That's very generous.

We don't take over
till after the first of the year.

We don't have any plans, as yet.

Just holler. Congratulations.

You guys bought yourselves
one hell of a company.

I really hate to leave on a sour note,
but about that $25 billion.

If you're planning on signing for it...

...Jim Robinson just canceled
your American Express card.

How do you win
a company like ours playing low ball?

I never heard of the highest bid
ever losing before.

I say we were fucked!

I say we sue their asses off!

- You and Laurie got anything on tonight?
- I think maybe it'll just be the two of us.

- Four's twice the company.
- Fucked!

- You know, if I hadn't married Laurie...
- Fucked without a doubt!

...I'd have probably married old Ed here.

- Take care, guys.
- See you.

I'm sorry, sir.
No cigar or pipe smoking is allowed.

Right, I'm sorry. Thank you.

- Welcome to the real world, right?
- I just hope he's okay, you know?

Poor baby.

We've got our adjustments to make,
he's got his.