F. Ross Johnson, Symbol of ’80s Corporate Excess, Dies at 85
But the deal, which cost Mr. Johnson his company and much of his career and reputation, left him with few regrets in his retirement in Florida and even some satisfaction as having been the leading figure in an epic American business story, one that is still taught in business schools.
“The whole deal had an impact on millions of readers, in terms of their knowledge of business,” he told the “Barbarians at the Gate” authors in an epilogue to their book. “Between the book and the movie, everyone knows who the hell you are. I mean, it’s been 20 years! But people, they think you’re a star.”
James Garner played Mr. Johnson in the 1993 HBO film about the deal.
Frederick Ross Johnson was born on Dec. 13, 1931, in Winnipeg, Manitoba, the only child of a hardware salesman and a bookkeeper. He was entrepreneurial as a child — he rented his comic book collection to friends and at 7 won a bicycle for selling magazine subscriptions — but an indifferent student. Still, he managed to graduate from the University of Manitoba with a degree in commerce.
His career started slowly, first as an accountant for General Electric in Montreal, then with a sales position in Toronto, where he took friends to what he called “the good parties” while deploying expense budgets to entertain customers extravagantly.
But he had made little corporate headway by age 32, and when he failed to get a transfer to the United States he left G.E. for T. Eaton, a venerable Canadian department store chain. From there, he landed the No. 2 job at General Steel Works, a maker of small appliances.
His breakthrough came when he was presented with the chance to head the Montreal-based Canadian subsidiary of Standard Brands, a stodgy operation that included Chase & Sanborn coffee. He fired 21 of the top 23 executives in his first year and led a revival that won him a promotion to head the company’s international operations in New York.
Before long, the board had made him president and then, in a 1976 coup, chief executive.
Mr. Johnson promptly transformed Standard Brands management, lavishing on his executives industry-topping salaries, country-club memberships, apartments and a private box at Madison Square Garden. The team was a raucous, profane, fraternity-like group that would go out after business hours to dine and drink, repairing afterward to a new company-owned apartment.
“When most other Fortune 500 executives were long asleep,” Mr. Burrough and Mr. Helyar wrote, “Johnson’s band would change into rumpled sweatsuits and settle back for a long night of drinking, talking business and kicking around ideas. By the wee hours, those still conscious would collapse into the twin beds in the two bedrooms or onto the living-room couch.”
Never one to cut costs, Mr. Johnson saw profits suddenly plummet by nearly 50 percent because of a price collapse in the Standard Brands corn-sweetener business. The crisis prompted the onetime accountant to engage in some financial sleight-of-hand and to introduce new products, including the Reggie! Bar, a candy named for his New York Yankees pal Reggie Jackson, and a wine called French Kiss. Both proved ill-fated.
In 1981, a restive Mr. Johnson negotiated a $1.9 billion stock swap with the packaged-food juggernaut Nabisco, maker of Oreo cookies and Ritz crackers. Fortune magazine likened the combination to the Hell’s Angels merging with the Rotary Club, but its harmonious success and the early retirement of the chief executive lifted Mr. Johnson to the top job in 1984.
The following spring Mr. Johnson got a call from J. Tylee Wilson, head of R. J. Reynolds Industries, whose brands included Winston and Salem cigarettes, Smirnoff vodka and Hawaiian Punch. Mr. Wilson proposed a friendly $4.9 billion takeover, which resulted in RJR Nabisco.
Within months, Mr. Johnson had asked the board to choose between him and Mr. Wilson, and for the second time in five years he saw his company bought out by a larger one only to emerge once again as the boss.
“Ross is a locomotive,” one company executive told Business Week, “and Wilson just got out of his way.”
Mr. Johnson, shaggy-haired and fond of gold necklaces and open-collar shirts, promptly slashed the corporate staff by two-thirds and, to vitriolic backlash, moved headquarters to Atlanta from Winston-Salem, N.C., where it had been rooted for more than a century.
He also oversaw construction of what Mr. Burrough and Mr. Helyar described as the “Taj Mahal” of hangars for RJR’s expanded “air force” of 10 planes and a separate building from which the company’s 36 corporate pilots ferried celebrity friends like Jack Nicklaus and Frank Gifford. Mr. Gifford, as a sportscaster, would hitch rides home from televising football games.
Mr. Johnson relished his lush job, but he soon grew restless again. Unhappy with RJR’s languishing stock price, which was depressed by mounting public concern about the health hazards of tobacco, he assembled a group of eight company managers and told a shocked board that they wanted to buy the food and tobacco conglomerate themselves.
Although their offer of $75 a share was about $20 above the market value at the time, it was shown to be a lowball figure when Kohlberg Kravis Roberts joined the fray four days later with an offer of $90.
“It made K.K.R. look like saviors,” someone involved in the process told The New York Times when the dust had settled. “It started to create a feeling of ‘what’s going on here with the management?’”
A public relations bombshell went off when The Times disclosed a financial arrangement under which Mr. Johnson and a small number of his executives could each reap profits topping $100 million. When he responded that it was not unusual for a buyout group to be rewarded with 20 percent of the company, the criticism intensified.
The deal was “a startling example of the conflict of interest a chief executive faces when he participates in a buyout on both the buy side, trying to get the best terms for himself, and the sell side, representing the shareholders,” wrote Business Week.
The bidding escalated in an increasingly tense six weeks: to $92 a share, then $94, $101, $106, $108 and $112. The board finally awarded the deal to K.K.R. at $109 a share, or $24.88 billion.
Mr. Johnson conceded that his rival’s bid was better than his group’s $112, and he resigned as chief executive three months later with a severance package worth around $50 million. RJR Nabisco was subsequently dismembered.
He is survived by his wife Susan; two sons, Neil and Bruce; and two granddaughters.
Continue reading the main story