Borden Acquisition Corp, et al. – ‘SC 14D1’ on 11/22/94 re: Momentive Specialty Chemicals Inc. – EX-11.(C)(3)

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 

EX-11.(C)(3)   —   Statement re: Computation of Earnings Per Share
Exhibit Table of Contents

EX-11.(C)(3)
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                                    EXHIBIT 11(c)(3)

     AMENDMENT
     ---------

     AMENDMENT, dated as of November 15, 1994 (the
"Amendment"), among BORDEN ACQUISITION CORP., a New Jersey  
---------                                                 
     corporation ("Purchaser"), WHITEHALL ASSOCIATES, L.P., a Delaware
---------                       
  limited partnership ("Parent"), and BORDEN, INC., a New Jersey
------          
    corporation (the "Company") to the Agreement and Plan of Merger,
-------                 
    dated as of September 23, 1994 (the "Original Agreement"), among
                                ------------------
Purchaser, Parent and the Company.                          

         1.  Amendment to Section 1.1.  Section 1.1 of the
------------------------        
Original Agreement is hereby amended by deleting the third  
  sentence thereof in its entirety and inserting in lieu thereof
the following:                                              

              "The 'Exchange Ratio' shall mean 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 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
        Offer (the "Valuation Period"); provided that the Exchange
          Ratio shall not be less than 1.78125 or greater than 2.375."

              2.  Authorization; Effectiveness.  (a)  This Amendment
----------------------------    
 has been duly executed and delivered by each party hereto and
  constitutes a valid and binding obligation of each such party,
enforceable against such party in accordance with its terms 
subject to the effects of bankruptcy, insolvency, fraudulent
 conveyance, reorganization, moratorium and other similar laws
 relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in 
    equity or at law) and an implied covenant of good faith and fair
dealing.                                                    

       (b)  This Amendment shall become effective upon
execution and delivery by the parties hereto.  Except as    
expressly amended hereby, the provisions of the Original    
Agreement are and shall remain in full force and effect.    

               3.  Governing Law.  This Amendment shall be governed by
-------------                   
 and construed in accordance with the laws of the State of New
    Jersey, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.         

            4.  Counterparts.  This Amendment may be executed in
------------                    
    two or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.                                                  

EX-11.(C)(3)
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                                                                     2
               IN WITNESS WHEREOF, each of the parties has caused this
    Amendment to be executed on its behalf by its officers thereunto
    duly authorized, all as of the day and year first above written.

                              WHITEHALL ASSOCIATES, L.P.

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

       By:
                                        ------------------------------
                                 Title:  General Partner

                            BORDEN ACQUISITION CORP.

       By:
                                        ------------------------------
                                   Name:  Clifton S. Robbins
                          Title: President

                BORDEN, INC.

       By:
                                        ------------------------------
                                Name:  Allan L. Miller
                                       Title: Senior Vice President,
                                            Chief Administrative
                                           Officer and General
                               Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1’ Filing		Date		First		Last			Other Filings
Filed on:		11/22/94							SC 14D9
		11/15/94		1
		9/23/94		1
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