WINSTON-SALEM, N.C. -- R.J. Reynolds Industries Inc., on a diversification program, is taking over Heublein Inc. -- best known for its Smirnoff liquors and Kentucky Fried Chicken restaurants -- for $1.3 billion.
The merger of Reynolds, whose R.J. Reynolds Tobacco Co. is the nation's largest manufacturer of cigarettes, and Heublein was announced Thursday. It comes three years after Reynolds bought Del Monte, the nation's largest canner of fruits and vegetables.
Reynolds, based in Farmington, Conn., had 1981 sales of $2.14 billion.
Beginning today, Reynolds is involved in a tender offer for 11.35 million, or approximately 52 percent of Heublein's outstanding common stock at a price of $63 per share. Reynolds, under a separate agreement, will acquire another 4 million shares of common stock, or approximately 18.4 percent of the shares presently outstanding, at $63 per share.
Reynolds said it will begin paying for the Heublein shares tendered in the offer about Aug. 20.
Upon completion of the tender offer, the agreement provides for the merger of Heublein into a wholly owned Reynolds subsidiary.
At that time, the remaining Heublein shareholders will be entitled to receive, for each share of Heublein common stock, a package consisting of a fraction of a share of R.J. Reynolds common stock and a fraction of a share of a new R.J. Reynolds straight preferred stock.
The fractional share of common stock will have a value of approximately $31.83. The fractional share of preferred stock will have an approximate value of $25.
J. Paul Sticht, chairman and chief executive officer, said Heublein and Del Monte will form a new foods and beverages group to be headed by Hicks B. Waldron, Heublein's chairman and chief executive officer. Waldron will report to Sticht.
'A special study group will be formed to determine the optimum methods for blending the elements of the two foods and beverages companies within the newly created RJR foods and beverages group,' Sticht said.
For the past several months, Heublein has been battling a takeover attempt from General Cinema Corp. of Newton, Maine. General Cinema has been buying blocks of Heublein stock and recently had control of about 18 percent of Heublein's outstanding shares.
In addition to Reynolds Tobacco Co., Reynolds subsidiaries include R.J. Reynolds Tobacco International Inc.' Aminoil USA Inc.; Sea-Land Industries Investments Inc. and R.J. Reynolds Development Corp.
