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Borden Acquisition Corp, et al. – ‘SC 14D1’ on 11/22/94 re: Momentive Specialty Chemicals Inc. – EX-11.(A)(8)

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

Previous ‘SC 14D1’:  None   ·   Next:  ‘SC 14D1/A’ on 12/2/94   ·   Latest:  ‘SC 14D1/A’ on 12/23/94

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/22/94  Borden Acquisition Corp           SC 14D1               35:1.2M Momentive Specialty Chemicals Inc Merrill Corporate/FA
          Borden Acquisition Corp
          KKR Partners II, L.P.
          Whitehall Associates, L.P.

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.(A)(8)   —   Statement re: Computation of Earnings Per Share

EX-11.(A)(8)1st Page of 2TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 11(a)(8) Contact: For Borden: For KKR: Nick Lammartino Ruth Pachman/Dawn Dover Borden Josh Pekarsky (614) 225-4485 Kekst and Company (212) 593-2655 For Immediate Release --------------------- KKR Commences Exchange Offer for Borden NEW YORK, NY, and COLUMBUS, OHIO, November 22, 1994 -- Kohlberg Kravis Roberts & Co. and Borden, Inc. (NYSE: BN) announced today that KKR's affiliate, Borden Acquisition Corp., has commenced its previously announced exchange offer for all outstanding shares of common stock of Borden. In the exchange offer, each share of Borden common stock will be exchanged for a number of shares of common stock of RJR Nabisco Holdings Corp. (NYSE: RN) owned by a KKR partnership having a value of approximately $14.25, based on the average of the average of the high and low sales prices of the RJR Nabisco common stock for each of the ten consecutive trading days ending immediately prior to the ten business day period ending on the expiration date of the exchange offer. On September 23, 1994, Borden, Borden Acquisition and Whitehall Associates, L.P., a KKR-affiliated partnership, signed a definitive agreement providing for the acquisition of Borden by Borden Acquisition. Also on that date, Borden granted to Borden Acquisition an option to acquire 28,138,000 Borden shares at a price of $11.00 per share, payable in shares of RJR Nabisco common stock. The offer is conditioned upon, among other things, there being validly tendered and not properly withdrawn prior to the expiration of the exchange offer a number of Borden shares which, when added to any Borden shares previously acquired by Borden Acquisition or its affiliates (other than pursuant to Borden Acquisition's option), represents more than 41% of the Borden shares outstanding on a fully diluted basis. The offer is also subject to certain other conditions. If at least 41%, but not more than 50%, of the Borden shares are acquired in the offer, the option must be exercised to the extent necessary so that KKR would own more than 50% of the Borden shares. The exchange offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Tuesday, December 20, 1994 unless extended. Morgan Stanley & Co. Incorporated is the dealer manager for the offer and D.F. King & Co., Inc. is the information agent.
EX-11.(A)(8)Last Page of 2TOC1stPreviousNextBottomJust 2nd
The announcement is neither an offer to exchange nor a solicitation of an offer to exchange any securities. The Exchange Offer is being made solely by the Offering Circular/Prospectus dated November 22, 1994 and the related Letter of Transmittal. The Exchange Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of securities in any jurisdiction in which making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer shall be deemed to be made on behalf of the Purchaser by Morgan Stanley & Co. Incorporated or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. # # #

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 14D1’ Filing    Date First  Last      Other Filings
12/20/941SC 13D/A,  SC 14D1/A,  SC 14D9/A
Filed on:11/22/9412SC 14D9
9/23/941
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Filing Submission 0000950112-94-002977   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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