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54-541: R. J. Reynolds Nabisco, Inc. , doing business as RJR Nabisco , was an American conglomerate , selling tobacco and food products , headquartered in the Calyon Building in Midtown Manhattan, New York City . R. J. Reynolds Nabisco stopped operating as a single entity in 1999. Both RJR (as R. J. Reynolds Tobacco Company ) and Nabisco (now part of Mondelēz International ) still exist. RJR Nabisco

108-660: A television movie for HBO . Ross Johnson was the President and CEO of RJR Nabisco at the time of the leveraged buyout and Henry Kravis was the managing partner at Kohlberg Kravis Roberts & Co . The leveraged buyout was in the amount of $ 25 billion, and the battle for control took place between October and November 1988. Although KKR eventually took control of RJR Nabisco, RJR management and Shearson Lehman Hutton had originally announced that they would take RJR Nabisco private at $ 75 per share. A fierce series of negotiations and proposals ensued which involved nearly all of

162-420: A DBA must be registered with a local or state government, or both, depending on the jurisdiction. For example, California, Texas and Virginia require a DBA to be registered with each county (or independent city in the case of Virginia) where the owner does business. Maryland and Colorado have DBAs registered with a state agency. Virginia also requires corporations and LLCs to file a copy of their registration with

216-467: A DBA statement, though names including the first and last name of the owner may be accepted. This also reduces the possibility of two local businesses operating under the same name, although some jurisdictions do not provide exclusivity for a name, or may allow more than one party to register the same name. Note, though, that this is not a substitute for filing a trademark application. A DBA filing carries no legal weight in establishing trademark rights. In

270-462: A brokerage firm founded in 1904 by Edward Francis Hutton and his brother Franklyn Laws Hutton . Under the Hutton brothers and later Robert M. Fomon and the well-known Wall Street trader Gerald M. Loeb , E.F. Hutton became one of the largest brokerage firms in the U.S. Hutton was best known for its commercials in the 1970s and 1980s that used the phrase, "When E. F. Hutton talks, people listen". In

324-516: A businessperson writes a trade name on a contract, invoice, or cheque, they must also add the legal name of the business. Numbered companies will very often operate as something other than their legal name, which is unrecognizable to the public. In Chile , a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and the legal name of business is called a razón social (social name). In Ireland , businesses are legally required to register business names where these differ from

378-427: A power struggle that ousted Peterson and left Glucksman as the sole CEO. Upset bankers who had soured over the power struggle left the company. The company suffered under the disintegration, and Glucksman was pressured into selling the firm. After the merger, Peter A. Cohen was named Chairman and CEO of Shearson Lehman, During this period, Shearson Lehman was aggressive in building its leveraged finance business in

432-567: A predecessor of Citigroup , and merged with its retail brokerage business, Smith Barney , to create Smith Barney Shearson . The Shearson name was discontinued in 1994. Shearson Lehman Hutton was the result of the combination of several Wall Street firms over a 25-year period beginning in the early 1960s that included Lehman Brothers , Kuhn Loeb , E.F. Hutton , Hayden Stone & Co. , Shearson, Hammill & Co. , Loeb, Rhoades & Co. , Hornblower & Company , and Cogan, Berlind, Weill & Levitt , which ultimately came together under

486-514: A publicly traded stock. In March 1999, RJR Nabisco announced the sale of the international division of R. J. Reynolds Tobacco, and in June of that year, the company sold the remainder of R. J. Reynolds Tobacco to stockholders. The parent company became Nabisco Group Holdings and owned 80.5 percent of Nabisco Holdings. In 2000, Philip Morris bought Nabisco Holdings. Soon after that, R. J. Reynolds Tobacco Holdings, Inc., first traded in June 1999, announced

540-458: A registered legal name and a fictitious business name, or trade name, is important because fictitious business names do not always identify the entity that is legally responsible . Legal agreements (such as contracts ) are normally made using the registered legal name of the business. If a corporation fails to consistently adhere to such important legal formalities like using its registered legal name in contracts, it may be subject to piercing of

594-465: A tender offer to obtain RJR Nabisco for $ 90 per share—a price that enabled it to proceed without the approval of RJR Nabisco's management. RJR's management team, working with Shearson Lehman Hutton and Salomon Brothers, submitted a bid of $ 112, a figure they felt certain would enable it to outflank any response by Kravis. KKR's final bid of $ 109, while a lower dollar figure, was ultimately accepted by

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648-454: Is also sometimes used. A company typically uses a trade name to conduct business using a simpler name rather than using their formal and often lengthier name. Trade names are also used when a preferred name cannot be registered, often because it may already be registered or is too similar to a name that is already registered. Using one or more fictitious business names does not create additional separate legal entities. The distinction between

702-484: Is called a razón social . Shearson Lehman Hutton Shearson was the name of a series of investment banking and retail brokerage firms from 1902 until 1994, named for Edward Shearson and the firm he founded, Shearson Hammill & Co. Among Shearson's most notable incarnations were Shearson / American Express, Shearson Lehman / American Express, Shearson Lehman Brothers, Shearson Lehman Hutton and finally Smith Barney Shearson. For its first eight decades,

756-579: Is currently owned by Mondelēz International Inc . RJR Nabisco Holdings Corp. (NYSE: NGH) was the parent company of RJR Nabisco, Inc. After the food and tobacco businesses separated in June 1999, Nabisco Group Holdings Corp. owned 80% of RJR Nabisco Holdings Corp., which was the parent company of Nabisco, Inc. R. J. Reynolds Tobacco Company was founded in Winston-Salem, North Carolina , in 1875 and changed its name to R. J. Reynolds Industries, Inc. in 1970. It became RJR Nabisco on April 25, 1986, after

810-817: The New York Stock Exchange , the Chicago Stock Exchange and the Chicago Mercantile Exchange . Before forming the firm, Shearson had served as comptroller of U.S. Steel and of Federal Steel Company before that. Shearson, who was raised in Ontario, Canada began his career as an auditor for the Wisconsin Central Railroad before taking a position in the steel industry in 1898. Shearson was an active member of New York society. Hammill, who

864-713: The Pandora Papers after the law firm Baker McKenzie set up shell companies in Cyprus. Trade name In a number of countries, the phrase " trading as " (abbreviated to t/a ) is used to designate a trade name. In the United States , the phrase " doing business as " (abbreviated to DBA , dba , d.b.a. , or d/b/a ) is used, among others, such as assumed business name or fictitious business name . In Canada , " operating as " (abbreviated to o/a ) and " trading as " are used, although " doing business as "

918-466: The United Kingdom , there is no filing requirement for a "business name", defined as "any name under which someone carries on business" that, for a company or limited liability partnership, "is not its registered name", but there are requirements for disclosure of the owner's true name and some restrictions on the use of certain names. A minority of U.S. states, including Washington , still use

972-547: The investment banking and trading firm, Lehman Brothers Kuhn Loeb , and added it to the Shearson family, creating Shearson Lehman/American Express. Lehman Brothers Kuhn Loeb , which itself was the merger of Lehman Brothers and Kuhn Loeb in 1977 was led by Pete Peterson , a former United States Secretary of Commerce and future founder of the Blackstone Group . However, by the early 1980s, hostilities between

1026-467: The 1960s and 1970s building up his small firm Cogan, Berlind, Weill & Levitt into one of the largest brokerage firms in the US. The Shearson business was merged with Primerica's Smith Barney to create Smith Barney Shearson . Ultimately, the Shearson name was dropped in 1994. In 1994, American Express spun off of the remaining investment banking and institutional businesses as Lehman Brothers . In 2008,

1080-740: The 1980s, American Express embarked on an effort to become a financial services supercompany. In mid-1981, it purchased Sanford I. Weill 's Shearson Loeb Rhoades , the second largest securities firm in the United States to form Shearson/American Express. Shearson Loeb Rhoades, itself was the culmination of several mergers in the 1970s as Weill's Hayden Stone, Inc. merged with Shearson, Hammill & Co. in 1974 to form Shearson Hayden Stone . Shearson Hayden Stone then merged with Loeb, Rhoades, Hornblower & Co. (formerly Loeb, Rhoades & Co. and Hornblower & Weeks ) to form Shearson Loeb Rhoades in 1979. With capital totalling $ 250 million at

1134-431: The 1980s, Hutton was caught up in a number of difficulties that ultimately led the firm to seek a buyer. Hutton's most serious trouble came from a check kiting scandal that was uncovered in 1985. Hutton branches were writing checks against accounts at various regional banks and then funding those accounts with checks from yet other banks. This strategy, known as "chaining," gave Hutton the use of money in both accounts until

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1188-505: The Boston Company, an asset management group, to Mellon Financial . In December 1988, the Boston Company, had disclosed that it had overreported its earnings by $ 30 million. When Harvey Golub became CEO of American Express in 1993, he negotiated the sale of Shearson's retail brokerage and asset management business to Primerica . Primerica's Sanford I. Weill had been the architect of what had become Shearson/American Express in

1242-444: The RJR Nabisco board announced that F. Ross Johnson would replace J. Tylee Wilson as head of the company effective January 1, 1987. Soon after, Johnson, believing "bucolic" Winston-Salem did not have the right image for a "world-class company", began seeking other possible headquarters cities. After ruling out New York City and Dallas , the company decided on Atlanta because it was "nouveau riche and overbuilt". On January 15, 1987,

1296-400: The RJR Nabisco board approved a headquarters move from Winston-Salem to Cobb County, Georgia , north of Atlanta, where the company had rented space. The move would affect 250 to 300 employees, while Winston-Salem would still have 14,000 people working for the company. RJR Nabisco donated the 519,000-square-foot World Headquarters Building to Wake Forest University but continued to use it until

1350-531: The September 1987 move. Later, RJR Nabisco's Planters - Life Savers Division moved to the former headquarters building. The RJR Nabisco leveraged buyout was, at the time, widely considered to be the preeminent example of corporate and executive greed . Bryan Burrough and John Helyar published Barbarians at the Gate: The Fall of RJR Nabisco , a successful book about the events which later became

1404-418: The U.S., trademark rights are acquired by use in commerce, but there can be substantial benefits to filing a trademark application. Sole proprietors are the most common users of DBAs. Sole proprietors are individual business owners who run their businesses themselves. Since most people in these circumstances use a business name other than their own name, it is often necessary for them to get DBAs. Generally,

1458-407: The US and internationally supported by a well-regarded securities research department. In the early 1970s, Shearson faced financial difficulties as did many of the venerable Wall Street firms in the midst of the 1973–1974 stock market crash . In response to the crisis, Shearson laid off a large portion of its staff in 1973. Meanwhile, through the 1960s and 1970s, Sanford I. Weill , the chairman of

1512-520: The acquisition of Nabisco Group Holdings. The deal was completed in December 2000. In April 1988, RJR Nabisco fired the Saatchi & Saatchi advertising agency after their Northwest Airlines ad introducing the airline's in-flight smoking ban . This was despite the agency only being contracted for Nabisco products, not any tobacco products. In 2021, RJR Nabisco (before it split up) was listed in

1566-482: The board of directors. It was accepted because KKR's offer was guaranteed whereas management's lacked a "reset", meaning that the final share price might have been lower than their professed $ 112 per share. Additionally, many in RJR's board of directors had grown concerned at recent disclosures of Johnson's unprecedented golden parachute deal. Time magazine featured Johnson on the cover of its December 1988 issue along with

1620-866: The buyout, then left in February 1989. In March 1989, Louis V. Gerstner of American Express became the new head of RJR Nabisco. On April 27, 1989, RJR Nabisco announced it would move its headquarters to the New York City area. As a result of the acquisition, RJR Nabisco divested the following divisions: Another major consequence of the buyout was that according to United States Department of Labor , in its report "American Workplace", over 2,000 workers subsequently lost their jobs, which 72% eventually replaced, but earning less than half of their previous incomes, suggesting that it took most of those who lost their jobs an average of 5.6 months to find new employment. On March 21, 1991, RJR Nabisco Holdings Corp. became

1674-595: The checks cleared. In effect, Hutton was giving itself a free loan that also did not carry any interest. In early 1987, an internal Hutton probe revealed that brokers at an office in Providence, Rhode Island , laundered money for the Patriarca crime family . Although Hutton reported the investigation to the SEC, it was not enough to stop prosecutors from all but announcing that Hutton would be indicted. This last scandal

RJR Nabisco - Misplaced Pages Continue

1728-513: The company's $ 4.9 billion purchase, and earlier 1.9 billion stock swap , of Nabisco Brands Inc. in 1985. On May 7, 1986, one week after the merger, RJR Nabisco sold Del Monte's frozen foods unit to ConAgra Foods , followed by the sales of the soft drink brands Canada Dry and Sunkist to Cadbury Schweppes on June 3, 1986, the KFC fast-food chain to PepsiCo on July 25, 1986, and Heublein to Grand Metropolitan on January 17, 1987. In August 1986,

1782-484: The corporate veil . In English , trade names are generally treated as proper nouns . In Argentina , a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and the legal name of business is called a razón social (social name). In Brazil , a trade name is known as a nome fantasia ('fantasy' or 'fiction' name), and the legal name of business is called razão social (social name). In some Canadian jurisdictions , such as Ontario , when

1836-534: The county or city to be registered with the State Corporation Commission. DBA statements are often used in conjunction with a franchise . The franchisee will have a legal name under which it may sue and be sued, but will conduct business under the franchiser's brand name (which the public would recognize). A typical real-world example can be found in a well-known pricing mistake case, Donovan v. RRL Corp. , 26 Cal. 4th 261 (2001), where

1890-409: The firm operated independently and merged with several Wall Street securities firms including Hayden Stone & Co. and Loeb Rhoades & Co. In 1981, Shearson was acquired by American Express and operated as a subsidiary of the financial services company before being merged with Lehman Brothers Kuhn Loeb in 1984 and E.F. Hutton & Co. in 1988. In 1993, Shearson was sold to Primerica ,

1944-448: The firm's investment bankers and traders , who were driving most of the firm's profits, prompted Peterson to promote Lewis Glucksman , the firm's President, COO and former trader, to be his co-CEO in May 1983. Glucksman introduced a number of changes that had the effect of increasing tensions. Coupled with Glucksman’s management style and a downturn in the markets, these tensions resulted in

1998-496: The headline "A Game of Greed: This man could pocket $ 100 million from the largest corporate takeover in history. Has the buyout craze gone too far?". KKR's offer was welcomed by the board, and, to some observers, it appeared that their elevation of the reset issue as a deal-breaker in KKR's favor was little more than an excuse to reject Johnson's higher payout of $ 112 per share. Johnson received compensation worth more than $ 60 million from

2052-402: The law is to protect the public from fraud, by compelling the business owner to first file or register his fictitious business name with the county clerk, and then making a further public record of it by publishing it in a newspaper. Several other states, such as Illinois , require print notices as well. In Uruguay , a trade name is known as a nombre fantasía , and the legal name of business

2106-572: The major private equity players of the day, including Morgan Stanley , Goldman Sachs , Salomon Brothers , First Boston , Wasserstein Perella & Co. , Forstmann Little , Shearson Lehman Hutton , and Merrill Lynch . Once put in play by Shearson Lehman Hutton and RJR management, almost every major Wall Street firm involved in M&;A launched frenzied, literal last-minute bids in a fog of incomplete or misleading information. KKR quickly introduced

2160-476: The merger, dozens of Hutton brokers left the firm to join competitors. At the same time, the combined firm suffered dwindling business from individual investors as its focus was shifted to large corporate transactions. The Hutton brand was used until 1990, when American Express abandoned the name and the business was renamed Shearson Lehman Brothers. Joe Plumeri became the President & Managing Partner of Shearson Lehman Brothers in 1990. In 1992, Shearson sold

2214-493: The model of rival Drexel Burnham Lambert . In 1989, Shearson backed F. Ross Johnson 's management team in its attempted management buyout of RJR Nabisco but were ultimately outbid by private equity firm Kohlberg Kravis Roberts , who were backed by Drexel. In 1984, Shearson/American Express purchased the 90-year-old Investors Diversified Services , bringing with it a fleet of financial advisors and investment products. In 1988, Shearson Lehman acquired E.F. Hutton & Co. ,

RJR Nabisco - Misplaced Pages Continue

2268-461: The named defendant, RRL Corporation, was a Lexus car dealership doing business as " Lexus of Westminster ", but remaining a separate legal entity from Lexus, a division of Toyota Motor Sales, USA, Inc. . In California , filing a DBA statement also requires that a notice of the fictitious name be published in local newspapers for some set period of time to inform the public of the owner's intent to operate under an assumed name . The intention of

2322-408: The ownership of American Express . The Shearson name traces its origins to the formation of Shearson, Hammill & Co. , a Wall Street brokerage and investment banking firm founded in 1902 by Edward Shearson and Caleb Wild Hammill . The firm originally built its business as a stock broker , as well as a broker of various commodities , particularly grain and cotton. The firm was a member of

2376-454: The position of CEO of the combined firm. At the time of the merger, Shearson Loeb Rhoades, with $ 260 million of combined assets and approximately $ 550 million of revenue, was among the largest investment banking houses. By most measures, Shearson became the second largest brokerage firm in the U.S. trailing only Merrill Lynch. The merger with Loeb Rhoades was more notable for introducing a stronger investment banking business to Shearson. During

2430-459: The surname(s) of the sole trader or partners, or the legal name of a company. The Companies Registration Office publishes a searchable register of such business names. In Japan , the word yagō ( 屋号 ) is used. In Colonial Nigeria , certain tribes had members that used a variety of trading names to conduct business with the Europeans. Two examples were King Perekule VII of Bonny , who

2484-469: The term trade name to refer to "doing business as" (DBA) names. In most U.S. states now, however, DBAs are officially referred to using other terms. Almost half of the states, including New York and Oregon , use the terms assumed business name or assumed name ; nearly as many, including Pennsylvania , use the term fictitious name . For consumer protection purposes, many U.S. jurisdictions require businesses operating with fictitious names to file

2538-720: The time of its acquisition, Shearson Loeb Rhoades trailed only Merrill Lynch as the securities brokerage industry's largest firm. After its acquisition by American Express, the firm was renamed Shearson/American Express. After selling Shearson to American Express, Weill was given the position of president of American Express in 1983. The following year, Weill was named chairman and CEO of American Express's insurance subsidiary, Fireman's Fund Insurance Company . Weill grew increasingly unhappy with responsibilities within American Express and his conflicts with American Express' CEO James D. Robinson III . Weill soon realized that he

2592-562: The up-and-coming Cogan, Berlind, Weill & Levitt , had been acquiring many of Wall Streets oldest and most venerable investment banking and brokerage firms. By 1973, Weill's firm was known as Hayden Stone, Inc. following CBWL 's acquisition of Hayden, Stone & Co. Despite its strong retail brokerage business, Shearson's capital reserves were diminished and, by 1974, it was clear that Shearson did not have sufficient capital to survive as an independent firm, opting to merge with Weill's better capitalized Hayden Stone, Inc. The combined firm

2646-417: Was formed in 1985 by the merger of Nabisco Brands and R.J. Reynolds Tobacco Company . In 1988 RJR Nabisco was purchased by Kohlberg Kravis Roberts & Co. in what was at the time the largest leveraged buyout in history. In 1999, due to concerns about tobacco lawsuit liabilities, the tobacco business was spun off into a separate company and RJR Nabisco was renamed Nabisco Holdings Corporation . Nabisco

2700-553: Was known as Captain Pepple in trade matters, and King Jubo Jubogha of Opobo , who bore the pseudonym Captain Jaja . Both Pepple and Jaja would bequeath their trade names to their royal descendants as official surnames upon their deaths. In Singapore , there is no filing requirement for a "trading as" name, but there are requirements for disclosure of the underlying business or company's registered name and unique entity number. In

2754-461: Was not positioned to be named CEO and after the firm's merger with Lehman Brothers Kuhn Loeb , Weill chose to resign from American Express in August 1985. Weill would return to building a large financial services company of his own, which would become Citigroup and would go on to acquire the core Shearson brokerage business that he had built in the 1960s and 1970s. In 1984, American Express acquired

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2808-701: Was raised in Albion, Michigan , moved first to Chicago and subsequently to New York in 1890. The firm was originally headquartered in the Empire Building at 71 Broadway in New York City and maintained another main office in Chicago. By the end of World War I , Shearson Hammill had six branch offices and seven correspondents. In the 1960s, Shearson, Hammill became well known for its commercials that suggested "If You Want To Know What’s Going On On Wall Street, Ask Shearson Hammill". The firm had 63 offices in

2862-531: Was renamed Shearson Hayden Stone , as Weill retained the Shearson brand, which was widely recognized as a major underwriter and brokerage. Weill's next major target in 1979 was another prominent investment bank, Loeb, Rhoades, Hornblower & Co. , which like Shearson had been suffering financial difficulties and was looking for a potential acquiror. During Mothers Day Weekend in 1979, Shearson and Loeb agreed to an $ 83 million ($ 348.4 million today) all-stock merger to form Shearson Loeb Rhoades , with Weill assuming

2916-430: Was uncovered only a week before the 1987 stock market crash . By the end of November 1987, Hutton had lost $ 76 million, largely due to massive trading losses and margin calls that its customers could not meet. On December 3, 1987, Hutton agreed to a merger with Shearson Lehman in a $ 1 billion ($ 2,681,898,067 today) deal. The merger took effect in 1988, and the merged firm was named Shearson Lehman Hutton, Inc. Following

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