Momentive Specialty Chemicals Inc. – ‘8-K’ for 10/5/94 – EX-26

As of:  Wednesday, 10/5/94   ·   For:  10/5/94   ·   Accession #:  950123-94-1594   ·   File #:  1-00071

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        24    110K 
 2: EX-1        Letter From P.B. Kazarian to F.J. Tasco - 5/24/94      1     11K 
 3: EX-2        Letter From P.B. Kazarian to F.J. Tasco - 6/5/94       1     11K 
 4: EX-3        Letter From Japonica to J. Rosenfeld - 6/8/94          1     11K 
 5: EX-4        Letter From F.J. Tasco to Japonica - 6/13/94           1     11K 
 6: EX-5        Letter From P.B. Kazarian to Rosenfeld - 6/20/94       1     11K 
 7: EX-6        Letter From P.B. Kazarian to David-Weill - 6/24/94     1     12K 
 8: EX-7        Letter From P.B. Kazarian to F.J. Tasco - 7/5/94       2     14K 
 9: EX-8        Letter From P.B. Kazarian to F.J. Tasco - 7/14/94      1     12K 
10: EX-9        Letter From F.J. Tasco to P.B. Kazarian - 7/19/94      1     12K 
11: EX-10       Letter From Japonica to J. Rosenfeld - 7/26/94         2     14K 
12: EX-11       Letter From Japonica to F.J. Tasco - 7/26/94           2     15K 
13: EX-12       Letter From P.B. Kazarian to F.J. Tasco - 8/11/94      1     12K 
14: EX-13       Letter From P.B. Kazarian to F.J. Tasco - 8/19/94      1     12K 
15: EX-14       Letter From Japonica to E.R. Shames - 9/7/94           6     27K 
16: EX-15       Letter From P.B. Kazarian to F.J. Tasco - 8/19/94      2     17K 
17: EX-16       Letter Form A.L. Miller to Kazarian 9/14/94            1     12K 
18: EX-17       Letter From Japonica to Tasco - 9/15/94                2     15K 
19: EX-18       Letter From Tasco to Kazarian W/ Attach. 9/16/94       5     24K 
20: EX-19       Letter From Japonica to Tasco 9/17/94                  2     16K 
21: EX-20       Letter From Tasco to Kazarian 9/19/94                  1     12K 
22: EX-21       Letter From Japonica to Tasco W/ Attach. 9/21/94       7     25K 
23: EX-22       Letter From Japonica to Borden Board 9/22/94           4     22K 
24: EX-23       Letter From Tasco to Kazarian 9/23/94                  1     12K 
25: EX-24       Letter From Brownstein to Nussbaum 9/26/94             1     12K 
26: EX-25       Letter From Japonica to Tasco 9/27/94                  1     13K 
27: EX-26       Letter From Nussbaum to Lipton 10/5/94                 2±    13K 
28: EX-99.27    Letter From Japonica to Board 10-5-94                  3     17K 
29: EX-99.28    Opinion of Cs First Boston                             4     23K 
30: EX-99.29    Opinion of Lazard                                      4     23K 

EX-26   —   Letter From Nussbaum to Lipton 10/5/94

EX-26
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                                                                      EXHIBIT 26

[LETTERHEAD OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN]

                                                 October 5, 1994

Martin Lipton, Esq.                                                             
Wachtell, Lipton, Rosen & Katz                                                  
51 West 52nd Street                                                             
New York, New York  10019                                                       

Re:  Borden, Inc.                         

Dear Marty,                                                                     

     I am writing at the request and on behalf of our client, Japonica
Partners.  As you are aware Japonica has expressed to the Borden, Inc. board a  
continuing interest in providing to Borden's shareholders a more attractive     
alternative than the proposed transaction with Whitehall Associates, L.P.  At   
our meeting in your offices Japonica sought to work cooperatively with Borden   
in formulating a proposal that could best serve this objective, but was told    
that in the view of Borden and its financial advisors, it was more appropriate  
for Borden's representatives to respond to a proposal.                          

    As requested at that meeting, Japonica is currently working on a
proposal which it anticipates forwarding to Borden in a timely manner.          
However, its ability to formulate a proposal and the potential attractiveness   
of a proposal are being diminished by Borden's announced intention to continue  
divestitures.                                                                   

       Japonica has written to Borden on numerous occasions to express its
view that the sales of Borden's businesses are not in the interest of Borden's  
shareholders, especially at the price levels being realized.  The               
persuasiveness of this view has been strengthened by the execution of the       
agreements with Whitehall.  Because the value of Borden shares is fixed in      
those agreements, Borden shareholders can receive no value as a result of       
divestitures.  On the other hand, by reducing the size of Borden's asset base,  
there is less opportunity to develop value that can be shared with Borden's     
shareholders.  Furthermore, any other interested parties, such as Japonica,     
will find it more difficult to formulate attractive proposals when the          
composition of Borden is in such flux.                                          

      Accordingly, maximizing shareholder value, the stated objective of
Borden's representatives at our meeting, will be best served by a               
discontinuation of the divestitures.  I submit that the fiduciary duty of       
Borden's board requires that it do no less.                                     

  At our meeting, Japonica requested an opportunity to meet with
Borden's board.  We were told that this request would be communicated at the    
next board meeting; but as yet we have heard no reply. Japonica again requests  
the opportunity to meet with Borden's directors to discuss with them            
alternatives available to Borden's shareholders.                                

 Best regards.

Sincerely,  

/s/ Marty   
   ---------------

   Martin Nussbaum

MN:md                                                                           

cc:  Paul B. Kazarian                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		10/5/94		8-K
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