Borden Acquisition Corp, et al. – ‘SC 14D1’ on 11/22/94 re: Momentive Specialty Chemicals Inc.

As of:  Tuesday, 11/22/94   ·   Accession #:  950112-94-2977   ·   File #:  5-33265

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Borden Acquisition Corp.                               6     48K 
 2: EX-11.(A)(1)  Statement re: Computation of Earnings Per Share    133    731K 
 3: EX-11.(A)(2)  Statement re: Computation of Earnings Per Share     14     69K 
 4: EX-11.(A)(3)  Statement re: Computation of Earnings Per Share      2     20K 
 5: EX-11.(A)(4)  Statement re: Computation of Earnings Per Share      3     24K 
 6: EX-11.(A)(5)  Statement re: Computation of Earnings Per Share      3     23K 
 7: EX-11.(A)(6)  Statement re: Computation of Earnings Per Share      5±    22K 
 8: EX-11.(A)(7)  Statement re: Computation of Earnings Per Share      5     35K 
 9: EX-11.(A)(8)  Statement re: Computation of Earnings Per Share      2     16K 
10: EX-11.(C)(1)  Statement re: Computation of Earnings Per Share    124    273K 
11: EX-11.(C)(2)  Statement re: Computation of Earnings Per Share     18     70K 
12: EX-11.(C)(3)  Statement re: Computation of Earnings Per Share      2     17K 
13: EX-11.(C)(4)  Statement re: Computation of Earnings Per Share     34     71K 
14: EX-11.(G)(1)  Statement re: Computation of Earnings Per Share     10     32K 
23: EX-11.(G)(10)  Statement re: Computation of Earnings Per Share     4     23K 
24: EX-11.(G)(11)  Statement re: Computation of Earnings Per Share    13     35K 
25: EX-11.(G)(12)  Statement re: Computation of Earnings Per Share    13     33K 
26: EX-11.(G)(13)  Statement re: Computation of Earnings Per Share    18     47K 
27: EX-11.(G)(14)  Statement re: Computation of Earnings Per Share    12     35K 
28: EX-11.(G)(15)  Statement re: Computation of Earnings Per Share    18     49K 
29: EX-11.(G)(16)  Statement re: Computation of Earnings Per Share    12     36K 
30: EX-11.(G)(17)  Statement re: Computation of Earnings Per Share    12     32K 
31: EX-11.(G)(18)  Statement re: Computation of Earnings Per Share    11     30K 
32: EX-11.(G)(19)  Statement re: Computation of Earnings Per Share    12     32K 
15: EX-11.(G)(2)  Statement re: Computation of Earnings Per Share     10     32K 
33: EX-11.(G)(20)  Statement re: Computation of Earnings Per Share    18     49K 
34: EX-11.(G)(21)  Statement re: Computation of Earnings Per Share     9     27K 
35: EX-11.(G)(22)  Statement re: Computation of Earnings Per Share     9     32K 
16: EX-11.(G)(3)  Statement re: Computation of Earnings Per Share     10     32K 
17: EX-11.(G)(4)  Statement re: Computation of Earnings Per Share     10     32K 
18: EX-11.(G)(5)  Statement re: Computation of Earnings Per Share     10     32K 
19: EX-11.(G)(6)  Statement re: Computation of Earnings Per Share     10     32K 
20: EX-11.(G)(7)  Statement re: Computation of Earnings Per Share     10     32K 
21: EX-11.(G)(8)  Statement re: Computation of Earnings Per Share     11     32K 
22: EX-11.(G)(9)  Statement re: Computation of Earnings Per Share      9     31K 

SC 14D1   —   Borden Acquisition Corp.
Document Table of Contents

SC 14D1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------- 
SCHEDULE 14D-1
------------------- 
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------- 
BORDEN, INC.  
(Name of Subject Company) 
------------------- 
BORDEN ACQUISITION CORP.
WHITEHALL ASSOCIATES, L.P.
KKR PARTNERS II, L.P. 
(Bidders) 
------------------- 
COMMON STOCK, PAR VALUE $.625 PER SHARE 
(Title of Class of Securities)
------------------- 
099599102 
(CUSIP Number of Class of Securities) 
------------------- 
HENRY R. KRAVIS 
KOHLBERG KRAVIS ROBERTS & CO. 
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NEW YORK 10019
(212) 750-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders) 
------------------- 
COPY TO:
CHARLES I. COGUT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
------------------- 

CALCULATION OF FILING FEE 

[CAPTION]                                                                       

                                                                [Download Table]
               TRANSACTION VALUATION*                 AMOUNT OF FILING FEE
                                                                          
$2,039,182,515.56....................................      $407,836.50    

* Pursuant to Rule 0-11(a)(4) and (d) under the Securities Exchange Act of 1934,
the transaction value is equal to the maximum number of shares of the common
 stock of Borden, Inc. ("Borden") to be received by the Bidder in the exchange
  offer described herein (148,981,371) multiplied by the average of the high and
  low prices of a share of Borden common stock as reported on the New York Stock
Exchange Composite Tape on November 17, 1994 ($13.6875).                    

                                                        [Enlarge/Download Table]
                                                                                           
X  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify  
   the filing with which the offsetting fee was previously paid. Identify the previous     
   filing by registration statement number, or the Form or Schedule and the date of filing.

Amount Previously Paid: $410,234.82                                             
Form or Registration No.: Registration No. 33-55767                             
Filing Party: RJR Nabisco Holdings Corp.                                        
Date Filed: October 5, 1994                                                     
--------------------------------------------------------------------------------
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SC 14D1
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EXCHANGE OFFER

    This Tender Offer Statement on Schedule 14D-1 relates to the offer by Borden
Acquisition Corp., a New Jersey corporation (the "Purchaser"), a subsidiary of  
Whitehall Associates, L.P. (the "Partnership"), an affiliate of Kohlberg Kravis 
Roberts & Co., L.P. ("KKR"), upon the terms and subject to the conditions set   
forth in the Offering Circular/Prospectus dated November 22, 1994 (the "Offering
Circular/Prospectus"), a copy of which is attached hereto as Exhibit 11(a)(1),  
and in the related Letter of Transmittal (collectively, the "Exchange Offer"), a
copy of which is attached hereto as Exhibit 11(a)(2), to exchange shares of     
common stock, par value $.01 per share (the "Holdings Common Stock"), of RJR    
Nabisco Holdings Corp., a Delaware corporation ("Holdings"), owned by the       
Purchaser or its affiliates for all outstanding shares (the "Borden Shares") of 
common stock, par value $.625 per share (collectively, the "Borden Common       
Stock"), and the associated Preferred Stock Purchase Rights (the "Rights"), of  
Borden, Inc., a New Jersey corporation ("Borden"), not already owned by the     
Purchaser or its affiliates. Each Borden Share accepted by the Purchaser in     
accordance with the Exchange Offer shall be exchanged for that number of fully  
paid and nonassessable shares of Holdings Common Stock equal to the Exchange    
Ratio. The term "Exchange Ratio" means the quotient (rounded to the nearest     
1/100,000) obtained by dividing (i) $14.25 by (ii) the average of the average of
the high and low sales prices of the Holdings Common Stock as reported on the   
New York Stock Exchange Composite Tape on each of the ten full consecutive      
trading days ending immediately prior to the ten business day period ending on  
the date of expiration of the Exchange Offer, including any extension thereof,  
provided that the Exchange Ratio shall not be less than 1.78125 or greater than 
2.375. The Purchaser will announce the exact Exchange Ratio with respect to each
Borden Share that is to be exchanged for shares of Holdings Common Stock in the 
Exchange Offer by 9:00 A.M., New York City time, on the first business day of   
the ten business day period ending on the Expiration Date (as defined in the    
Offering Circular/Prospectus). The Purchaser will make such announcement by     
issuing a press release to the Dow Jones News Service. During the ten business  
day period ending on the Expiration Date, holders of Borden Shares will be able 
to obtain the exact Exchange Ratio with respect to each Borden Share that is to 
be exchanged for shares of Holdings Common Stock in the Exchange Offer from the 
Information Agent or the Dealer Manager for the Exchange Offer at their         
respective telephone numbers appearing on the back cover of the Offering        
Circular/Prospectus. Unless the context requires otherwise, all references      
herein to "Borden Shares" shall be deemed to refer also to the associated       
Rights issued pursuant to the Rights Agreement, dated as of January 28, 1986,   
as amended, (the "Rights Agreement"), between Borden and The Bank of New York,  
as Rights Agent (the "Rights Agent"), and all references to "Rights" shall be   
deemed to include all benefits that may inure to the shareholders of Borden or  
to holders of the Rights pursuant to the Rights Agreement, unless and until     
the Rights are redeemed by Borden in accordance with the Merger Agreement       
(as defined in the Offering Circular/Prospectus). Unless otherwise indicated,   
all capitalized terms used but not defined herein shall have the meanings       
assigned to them in the Offering Circular/Prospectus.                           

ITEM 1. SECURITY AND SUBJECT COMPANY.                                           

(a) The name of the subject company is Borden, Inc. and its principal   
executive offices are located at 180 East Broad Street, Columbus, Ohio 43215.   

(b) The exact title of the securities being sought is common stock, par 
value $.625 per share, and the associated Rights, of Borden. The information set
forth on the cover page and under the captions "The Exchange Offer" and         
"Description of Borden Capital Stock and Rights" of the Offering                
Circular/Prospectus is incorporated herein by reference.                        

    (c) The information set forth under the caption "Summary--Comparative Market
Prices and Dividends" of the Offering Circular/Prospectus is incorporated herein
by reference.                                                                   

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ITEM 2. IDENTITY AND BACKGROUND.                                                

(a)-(d) and (g) This statement is being filed by the Purchaser and the  
Partnership, which is a Delaware limited partnership, and KKR Partners II, L.P.,
a Delaware limited partnership (together with the Partnership, the "Common Stock
Partnerships"), which will, prior to the consummation of the Exchange Offer,    
hold shares of common stock of the Purchaser. The information set forth under   
the captions "Summary--The Purchaser and the Common Stock Partnerships" and "The
Purchaser and the Common Stock Partnerships" in, and in Schedule I to, the      
Offering Circular/Prospectus is incorporated herein by reference.               

    (e) and (f) During the last five years, neither the Purchaser nor the Common
Stock Partnerships, nor, to the best of their knowledge, any of their respective
executive officers and directors listed in Schedule I to the Offering           
Circular/Prospectus has been convicted in a criminal proceeding (excluding      
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result  
of such proceeding any such person was or is subject to a judgment, decree or   
final order enjoining future violations of, or prohibiting activities subject   
to, federal or state securities laws or finding any violation of such laws.     

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.   

(a) The information set forth on the cover page and under the captions  
"Summary," "The Exchange Offer," "Description of Merger Agreement and           
Conditional Purchase/Option Agreement" and "Description of Borden Capital Stock 
and Rights" of the Offering Circular/Prospectus is incorporated herein by       
reference. Except as set forth under such captions of the Offering              
Circular/Prospectus, since January 1, 1991, there have been no transactions     
which would be required to be disclosed under this Item 3(a) between either the 
Purchaser or the Common Stock Partnerships or, to the best of their knowledge,  
any of the persons listed in Schedule I to the Offering Circular/Prospectus and 
Borden or any of its executive officers, directors or affiliates.               

(b) The information set forth on the cover page and under the captions  
"Summary," "The Exchange Offer," "Description of Merger Agreement and           
Conditional Purchase/Option Agreement" and "Description of Borden Capital Stock 
and Rights" of the Offering Circular/Prospectus is incorporated herein by       
reference. Except as set forth under such captions of the Offering              
Circular/Prospectus, since January 1, 1991, there have been no contacts,        
negotiations or transactions which would be required to be disclosed under this 
Item 3(b) between either the Purchaser or the Common Stock Partnerships or any  
of their respective subsidiaries or, to the best of their knowledge, any of the 
persons listed in Schedule I to the Offering Circular/Prospectus and Borden or  
its affiliates concerning a merger, consolidation or acquisition, a tender offer
or other acquisition of securities, an election of directors or a sale or other 
transfer of a material amount of assets.                                        

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

(a) and (b) The consideration to be provided to Borden's shareholders   
pursuant to the Exchange Offer will be shares of Holdings Common Stock currently
owned by the Common Stock Partnerships. The information set forth on the cover  
page and under the caption "The Exchange Offer--Fees and Expenses of the        
Exchange Offer and Source of Funds" of the Offering Circular/Prospectus is      
incorporated herein by reference.                                               

(c) Not applicable.                                                     

ITEM 5. PURPOSE OF EXCHANGE OFFER AND PLANS OR PROPOSALS OF THE BIDDER.         

 (a)-(e) The information set forth under the captions "The Exchange Offer"
and "Description of Merger Agreement and Conditional Purchase/Option Agreement" 
of the Offering Circular/Prospectus is incorporated herein by reference.        

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(f) and (g) The information set forth under the captions "Significant   
Considerations--Information Concerning the Transactions--Possible Loss of Stock 
Exchange Listing of Borden Common Stock" and "--Possible Termination of         
Registration Under the Exchange Act" of the Offering Circular/Prospectus is     
incorporated herein by reference.                                               

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                          

    (a)-(b) The Purchaser and the Partnership beneficially own 28,138,000 shares
of the common stock, par value $.625 per share, of Borden pursuant to the       
Conditional Purchase/Stock Option Agreement, dated as of September 23, 1994, by 
and among the Partnership, the Purchaser and Borden. The information set forth  
under the caption "Description of Merger Agreement and Conditional              
Purchase/Option Agreement" is incorporated herein by reference.                 

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.                               

The information set forth on the cover page and under the captions      
"Summary," "The Exchange Offer," "Description of Merger Agreement and           
Conditional Purchase/Option Agreement" and "Description of Borden Capital Stock 
and Rights" of the Offering Circular/Prospectus is incorporated herein by       
reference.                                                                      

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.                        

 The information set forth under the caption "The Exchange Offer--Fees and
Expenses of the Exchange Offer and Source of Funds" of the Offering             
Circular/Prospectus is incorporated herein by reference.                        

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.                                

Not applicable.                                                         

ITEM 10. ADDITIONAL INFORMATION.                                                

(a) None.                                                               

(b) and (c) The information set forth under the captions "The Exchange  
Offer--Certain Conditions of the Exchange Offer" and "--Certain Regulatory      
Approvals and Legal Matters" of the Offering Circular/Prospectus is incorporated
herein by reference.                                                            

(d) The information set forth under the caption "Significant            
Considerations--Information Concerning the Transactions--Possible Loss of Status
as 'Margin Securities' " of the Offering Circular/Prospectus is incorporated    
herein by reference.                                                            

    (e) The information set forth under the caption "The Exchange Offer--Pending
Litigation" of the Offering Circular/Prospectus is incorporated herein by       
reference.                                                                      

 (f) The information set forth in the Offering Circular/Prospectus and the
Letter of Transmittal is incorporated herein by reference.                      

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.                                      

                                                        [Enlarge/Download Table]
                                                                                      
11(a)(1)  Offering Circular/Prospectus dated November 22, 1994.                       
11(a)(2)  Letter of Transmittal.                                                      
11(a)(3)  Notice of Guaranteed Delivery.                                              
11(a)(4)  Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust 
          Companies and Other Nominees.                                               
11(a)(5)  Letter to Clients for use by Brokers, Dealers, Commercial Banks and Other   
          Nominees.                                                                   
11(a)(6)  Guidelines for Certification of Taxpayer Identification Number on Substitute
          Form W-9.                                                                   

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                                                        [Enlarge/Download Table]
                                                                                           
11(a)(7)   Summary Advertisement as published on November 22, 1994.                        
11(a)(8)   Joint Press Release issued by KKR and Borden on November 22, 1994.              
11(b)      None.                                                                           
11(c)(1)   Agreement and Plan of Merger, dated as of September 23, 1994, among the         
           Partnership, the Purchaser and Borden.                                          
11(c)(2)   Conditional Purchase/Stock Option Agreement, dated as of September 23, 1994, by 
           and among the Partnership, the Purchaser and Borden.                            
11(c)(3)   Form of Amendment, dated as of November 15, 1994, among the Partnership, the    
           Purchaser and Borden.                                                           
11(c)(4)   Dealer Manager Agreement dated November 22, 1994 among the Purchaser, Holdings  
           and Morgan Stanley & Co. Incorporated.                                          
11(d)      None.                                                                           
11(e)      Provided in Exhibit 11(a)(1).                                                   
11(f)      None.                                                                           
11(g)(1)   Complaint, Mushala v. Greeniaus, et al., C.A. No. 13738, dated September 13,    
           1994.                                                                           
11(g)(2)   Complaint, Leffler v. Greeniaus, et al., C.A. No. 13751, dated September 16,    
           1994.                                                                           
11(g)(3)   Complaint, Schreiber, et al., v. Greeniaus, et al., C.A. No. 13749, dated       
           September 16, 1994.                                                             
11(g)(4)   Complaint, Malloy v. Greeniaus, et al., C.A. No. 13748, dated September 16,     
           1994.                                                                           
11(g)(5)   Complaint, Schwartz v. Greeniaus, et al., C.A. No. 13758, dated September 21,   
           1994.                                                                           
11(g)(6)   Complaint, Alessi v. Greeniaus, et al., C.A. No. 13750, dated September 16,     
           1994.                                                                           
11(g)(7)   Complaint, Debora v. Greeniaus, et al., C.A. No. 13755, dated September 20,     
           1994.                                                                           
11(g)(8)   Shareholder's Derivative Complaint, Shingala v. Harper, et al., C.A. No. 13739, 
           dated September 13, 1994.                                                       
11(g)(9)   Complaint, Kahn v. Kohlberg Kravis Roberts & Co., et al., C.A. No. 13767, dated 
           September 26, 1994.                                                             
11(g)(10)  Order of Consolidation, In Re RJR Nabisco Holdings Corp. Shareholders           
           Litigation, C.A. No. 13738, dated October 25, 1994.                             
11(g)(11)  Class Action Complaint, Kohnstamm v. Borden, Inc., et al., C-257-94, dated      
           September 12, 1994.                                                             
11(g)(12)  Class Action Complaint, Lubin, et al., v. Borden, Inc., et al., dated September 
           12, 1994.                                                                       
11(g)(13)  Class Action Complaint, Weiss, et al., v. Borden, Inc., et al., dated September 
           12, 1994.                                                                       
11(g)(14)  Class Action Complaint, Stepak v. Borden, Inc., et al., dated September 16,     
           1994.                                                                           
11(g)(15)  Class Action Complaint, Strougo, et al., v. Borden, Inc., et al., dated         
           September 18, 1994.                                                             
11(g)(16)  Class Action Complaint, Krim v. Borden, Inc., et al., dated September 13, 1994. 
11(g)(17)  Class Action Complaint, Peterson, et al., v. Borden Inc., et al., dated         
           September 16, 1994.                                                             
11(g)(18)  Class Action Complaint, Marcus. v. Borden, Inc., et al., dated September 22,    
           1994.                                                                           
11(g)(19)  Class Action Complaint, Dwyer v. Borden, Inc., et al., dated September 23, 1994.
11(g)(20)  Class Action Complaint, Pittman Neurosurgical P.A. v. Borden, Inc., et al.,     
           dated September 29, 1994.                                                       
11(g)(21)  Class Action Complaint, Hartman v. Borden, Inc., et al., 94-CV-H09-6306, dated  
           September 12, 1994.                                                             
11(g)(22)  Class Action Complaint, Jaroslawicz, et al. v. Borden, Inc., et al.,            
           94-CV-H09-6654, dated September 22, 1994.                                       

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SIGNATURE 

    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.      

                            BORDEN ACQUISITION CORP.

                                   By:         /s/ SCOTT M. STUART
                                              ..................................

                             Name: Scott M. Stuart
                               Title: Vice President

                              WHITEHALL ASSOCIATES, L.P.

                                 By: KKR Associates, a limited
                                            partnership, its General Partner

                                   By:         /s/ HENRY R. KRAVIS
                                              ..................................

                             Name: Henry R. Kravis
                                Title: General Partner

                         KKR PARTNERS II, L.P.

                                 By: KKR Associates, a limited
                                            partnership, its General Partner

                                   By:         /s/ HENRY R. KRAVIS
                                              ..................................

                             Name: Henry R. Kravis
                                Title: General Partner

Date: November 22, 1994                                                         

5 

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