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65 pages 2 hours read

Bryan Burrough, John Helyar

Barbarians at the Gate: The Fall of RJR Nabisco

Nonfiction | Biography | Adult | Published in 1989

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Themes

The Human Factor in Business

A core interest of the book lies in exploring the role of individual personalities in shaping the economic fates of thousands and even millions of people. Indeed, one could argue that poor decision-making and excessive risk-taking on Wall Street affect the whole country and reverberate throughout the world. The authors’ objective is to highlight the extent to which pride, competitiveness, and personal grudges among a small group of people in the upper echelons of the social hierarchy shaped the lives of millions. 

For this purpose, Burrough and Helyar construct extensive biographies of such individuals as RJR Nabisco’s CEO Ross Johnson and KKR head Henry Kravis, treating these corporate leaders almost as literary characters. Indeed, this book may also be considered Johnson’s biography, because he is at the center of RJR Nabisco’s transformation and buyout action, and the authors pay him the greatest attention. Johnson occupies the center of the story, while the others radiate around him. Johnson’s brash personality and “playboy” lifestyle make him a charismatic figure, loved by his acolytes and loathed by his rivals, and his magnetic personality drives much of the action of the book.

Next, the bidding war for RJR Nabisco exacerbated interpersonal tensions and ruined friendships. Ted Forstmann, for instance, began to perceive Henry Kravis as his archnemesis in a small, close-knit industry—a man who was destroying the tried-and-true methods of conducting business on Wall Street with his “phony” money and junk bonds. His pursuit of the RJR Nabisco bid became a crusade to take down Kravis rather than simply a profitable business venture. In the case of the Salomon Brothers’ Tom Strauss and Henry Kravis, the tensions between the two impacted the deal’s negotiations: “[T]he relationship between Tom and Henry will never be the same” (280). This ego clash was unlike the usual way of operating on Wall Street, and “[w]hen the deal was over, a lot of broken friendships were mended” (280).

Finally, the RJ Reynolds-Nabisco merger and the subsequent buyout negatively impacted tens of thousands of company employees. First, Johnson became a pariah in Winston-Salem, a factory town built around the tobacco company. Johnson’s status was the result of his moving the corporate headquarters to Atlanta. In the authors’ view, he did so not for business reasons but out of boredom, in pursuit of adventure and novelty. As a result, the move disrupted the town’s long-established societal fabric. The RJR Nabisco bidding war made the situation even worse:

For all the high-level handwringing, few felt the effects of the escalating fight as keenly as RJR Nabisco’s employees. In Atlanta, office workers sat during lunch periods glumly reading the daily news summaries the company issued. Isolated, irritated, and uncertain of their futures, the staff spent its days consumed with following the events on Wall Street, its spare time channeled into producing anti-Johnson propaganda (350).

Despite his modest roots in the Depression-era Canadian prairie city of Winnipeg, Johnson exhibited little empathy for the fate of the company and its employees. Instead, he was more concerned about the golden parachute (severance packages). In his December 1988 Time magazine interview, Johnson argued that many employees have portable jobs and can easily find another one outside of RJR Nabisco. Without explicitly stating so, the authors highlight Johnson’s case as one in which power and money corrupted a man who initially climbed the corporate ladder by the proverbial bootstraps.

Corporate Excess and Wall Street Greed in 1980s America

Corporate Excess and Wall Street Greed in 1980s America is a key theme in Barbarians at the Gate. Even in 1989, there was nothing particularly original about pointing out the relationships between economic and cultural power in New York City. In the world of fiction, Tom Wolfe had written perhaps the definitive treatment of this theme two years earlier, with Bonfire of the Vanities. Burrough and Helyar set their book apart by carefully and systematically analyzing the mechanics of high finance at a moment of profound transformation, using the RJR Nabisco bidding war as a case study indicative of the greed and excess that came to define Wall Street in this era. They do not engage in explicit moralizing but rather provide colorful examples for the readers to draw their own conclusions about the behaviors described. Nor do the authors engage in ideological analysis about the nature of capitalism, sticking instead to the journalistic ethic of presenting the facts and leaving judgment up to the reader. Here, too, their examples of RJR Nabisco’s CEO Ross Johnson toying with thousands of employees of his company allows the reader to consider the effect of such corporate mismanagement on the ordinary people whose jobs are impacted by such overarching decisions.

Burrough and Helyar examine the theme of greed and excess in several ways. First, they simply describe the lifestyles of wealthy corporate leaders and Wall Street bankers and attorneys. For instance, John Gutfreund, the CEO of Salomon Brothers, and his wife, Susan, were “fixtures in the social pages of W and Women’s Wear Daily,” photographed while throwing a birthday party for American statesman Henry Kissinger (214). Henry Kravis and his second wife, fashion designer Carolyne Roehm, led a similarly glamorous lifestyle, mingling with celebrities and purchasing multi-million-dollar properties. Ross Johnson is perhaps the most pronounced example of corporate waste. The authors describe an incident in which he used the RJR Nabisco jet to transport his beloved German shepherd to avoid it being taken by animal control after the dog bit a person. He also paid hundreds of thousands of dollars to sports celebrities like OJ Simpson, who did not bother showing up to company events. Johnson also displayed little concern for the fate of his employees. When Time asked him about job losses, Johnson told them that their jobs are portable, and they can easily be rehired elsewhere.

The management agreement Johnson hammered out in the context of the RJR Nabisco bid—described by the authors as “history’s richest” (179)—deserves special attention. This agreement was a point of contention even for those who backed him. RJR Nabisco’s board, too, grew to despise Johnson, in part due to the publicity around the management agreement. When Johnson’s management group lost the bid to Henry Kravis, the first words out of his mouth were, “We’ve heard they’re going to cancel the golden parachutes” (464). His colleagues were shocked that his first concern was for his own severance package rather than “the fate of his company” (464).

Next, Burrough and Helyar let the 1988 media coverage of the RJR Nabisco story speak for itself. Its pinnacle was a December cover story in Time. The issue was called “Game of Greed: This man could pocket $100 million from the largest corporate takeover in history. Has the buyout craze gone too far?” It was this publication that both shaped public opinion and definitively turned the RJR Nabisco board against Johnson, so much so that they were pleased with Henry Kravis’s hostile takeover.

Finally, the authors focus on the overall Wall Street transformation. By the 1980s, its firms routinely funded their corporate takeovers through debt and used high-risk junk bonds. This risky behavior had many critics. Ted Forstmann was on a one-man crusade against junk bonds, which he did not consider “real” money (234). The Federal Reserve, too, questioned the survival of LBO loans should a recession occur. Also, the government started punishing obvious cases of illegal insider trading such as that of Ivan Boesky. However, rather than becoming more reasonable, Wall Street bankers grew more aggressive after the 1987 stock crash in search of new opportunities. Overall, the authors show that the behavior of individual corporate CEOs and Wall Street professionals were merely part of the system, and the system did not change.

The RJR Nabisco Buyout as War

Treating corporate mergers as a kind of warfare is both a literary motif used symbolically and a key theme in this book. The two forms are related. The authors’ objective in conceptualizing a corporate takeover as a war is to underscore the aggressive nature of the process and the rivalries between the opponents. Indeed, as in many real wars, Henry Kravis’s ultimate victory in the RJR Nabisco bidding war came at too high a price. The authors foreshadow this situation in Chapter 8, as Shearson and KKR are still trying to cooperate: “A drawn-out bidding battle could send the price of the company skyrocketing and, because higher purchase prices inevitably meant higher debt levels, would all but guarantee the winner a Pyrrhic victory” (204).

References to war in general or to specific battles are present throughout the entire book. Even the book’s title, Barbarians at the Gate, seems to refer to the technologically advanced Romans under siege by less advanced Germanic “barbarians.” Yet it was these "barbarians” that ultimately contributed to the dissolution of the Roman Empire. Here, the “barbarians” are the hostile third parties outside the Shearson-led management group’s bid: KKR, First Boston, and Forstmann Little. It was the most shrewd, experienced “barbarians” in the realm of leveraged buyouts—Henry Kravis and his team—that ultimately triumphed.

Next, the authors describe the so-called “cookie wars” between Nabisco and Frito-Lay (36). The term “cookie wars” sounds comical, on the one hand, and highlights the seriousness of aggressive business rivalries on the other. Frito-Lay specialized in snack foods such as Doritos and Tostitos brands. When Nabisco also started producing potato chips and specific types of cookies, the competition between the two companies increased. The main location in these wars was Kansas City, which “became a cookie-crazed battleground” over customers (36). In the end, Nabisco lost this battle but “won the war,” as it was able to nationally distribute its new products (37).

References to specific wars also play a role. The cookie wars featured a “Pearl Harbor” event in Kansas City (36). Other comparisons seem to be referencing the wars in Korea and Vietnam, which were still fairly recent history in the time when these events took place: “‘What Cohen didn’t know,’ Kravis recalled months later, ‘was that we were charging right through the rice paddies, not stopping for anything and taking no prisoners’” (252). It is also noteworthy that this comparison comes from Henry Kravis himself, a participant in these events, rather than from the authors. Similarly, lawyer Peter Atkins of Skadden Arps explicitly thought of the bidding in this way when he warned a colleague “that the management group was on the warpath” (463).

There are several other one-off comparisons to war in this text. For instance, the authors refer to “Maher’s troops” and “Kravis’s troops” as the rival firms got closer to making their final bids for RJR Nabisco (422, 442). They also suggest that Shearson “prepared for war” when they redesigned the initial bid that started at $75 a share (277). Overall, this combined literary motif and theme emphasize the aggressive nature of Wall Street bidding to get the ultimate war booty—the control of RJR Nabisco—the most expensive takeover at that time.

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