The top buyout company won the tumultuous war for RJR Nabisco with the biggest takeover on record, a $24.53 billion offer that derailed a rival bid by Nabisco executives who triggered the bidding frenzy.

RJR Nabisco Inc. directors approved the $109-a-share offer by Kohlberg Kravis Roberts & Co. Inc. late Wednesday, capping a day of frantic, confusing maneuvering in the auction of the cigarette-and-food giant.A member of the competing investment group led by RJR chief executive officer F. Ross Johnson said their last-minute offer - $25.42 billion or $112 per share - had been higher but suggested the group had been cheated by an unfair bidding process.

The value of Kohlberg's offer for America's 19th-largest industrial company was nearly double the old takeover record, $13.4 billion for Gulf Corp. in 1984.

Although the Johnson group's offer appeared to be higher, RJR said its board of directors concluded Kohlberg's offer was substantially equal. Kohlberg's offer per share broke down to $81 in cash, $18 in stock and additional securities worth $10, RJR said.

"The Board of Directors of RJR Nabisco, by unanimous vote of all directors present, adopted the KKR offer as being in the best interest of the company and its shareholders," the company said. RJR did not say exactly why Kohlberg's offer prevailed.

The breakdown of the Johnson group's bid was not disclosed, but Shearson Lehman Hutton, the Wall Street firm that was one of its key financial partners, said, "From what we know, our bid was the best."

"We are mystified about the process and the standards that the board used to reach its decision," it said in a statement. "We are going to continue to keep our options open."