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Borden Acquisition Corp, et al. – ‘SC 14D1’ on 11/22/94 re: Momentive Specialty Chemicals Inc. – EX-11.(A)(7)

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

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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)(7)   —   Statement re: Computation of Earnings Per Share

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EXHIBIT 11(a)(7) This 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 and is being made to all holders of shares of Common Stock of Borden, Inc. 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 the 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. Notice of Exchange Offer for All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Borden, Inc. by exchanging for each such share a number of shares of common stock of RJR Nabisco Holdings Corp. based on the Exchange Ratio described below by Borden Acquisition Corp. a corporation formed at the direction of Kohlberg Kravis Roberts & Co. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 20, 1994, UNLESS THE EXCHANGE OFFER IS EXTENDED. 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., is offering, upon the terms and subject to the conditions set forth in the Offering Circular/Prospectus dated November 22, 1994 (the "Offering Circular/Prospectus") and in the related Letter of Transmittal (collectively, the "Exchange Offer"), 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 (the "Borden Common Stock"), and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of January 28, 1986, as amended (the "Rights Agreement"), between Borden, Inc., a New Jersey corporation ("Borden"), and The Bank of New York, as Rights Agent, of 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 (the "NYSE") 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; 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 below). 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
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their respective telephone numbers appearing below and on the back cover of the Offering Circular/Prospectus. Borden shareholders should obtain a current quote for the Holdings Common Stock and the Borden Common Stock. Unless the context requires otherwise, all references to "Borden Shares" shall be deemed to refer also to the associated Rights. The term "Expiration Date" means 12:00 Midnight, New York City time, on Tuesday, December 20, 1994, unless the Purchaser shall have extended the period of time for which the Exchange Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Exchange Offer, as so extended by the Purchaser, shall expire. The Exchange 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 the Partnership or the Purchaser (other than pursuant to the Option (as defined below)), represents more than 41% of the Borden Shares outstanding on a fully diluted basis (other than dilution due to the Rights) (the "Minimum Condition"). The Exchange Offer is also subject to other terms and conditions described in the Offering Circular/Prospectus, which Borden shareholders should carefully consider. Any of the conditions to the Exchange Offer may be waived by the Purchaser, except that in the event the Purchaser exercises the Option in whole or in part, then the Purchaser is not permitted to waive the Minimum Condition. If any condition is not satisfied, the Purchaser may (i) terminate the Exchange Offer and return all tendered Borden Shares to tendering shareholders, (ii) extend the Exchange Offer and, subject to withdrawal rights of Borden shareholders, retain all such Borden Shares until the expiration of the Exchange Offer as so extended, (iii) waive such condition (other than, in certain circumstances described in the Offering Circular/Prospectus, the Minimum Condition) and, subject to any requirement to extend the period of time during which the Exchange Offer is open, exchange all Borden Shares validly tendered for exchange on or prior to the Expiration Date and not properly withdrawn, or (iv) subject to applicable law, delay acceptance for exchange of or exchange for any Borden Shares until satisfaction or waiver of such condition to the Exchange Offer even though the Exchange Offer has expired. The Board of Directors of Borden, with seven members voting in favor and one member (Borden's chief executive officer) abstaining, has, among other things, (1) determined that the Merger Agreement and the Conditional Purchase/Option Agreement (each as defined below) and the transactions contemplated thereby, including the Exchange Offer and the merger of the Purchaser with and into Borden (the "Merger"), taken together, are fair to the shareholders of Borden, and resolved to recommend that holders of Borden Shares accept the Exchange Offer, tender their Borden Shares to the Purchaser in the Exchange Offer and, if required by applicable law, approve and adopt the Merger Agreement, and (2) approved the Merger Agreement, the Conditional Purchase/Option Agreement and the transactions contemplated thereby. See "The Exchange Offer--Borden Background and Reasons for the Proposed Transactions" in the Offering Circular/Prospectus. The Purchaser, the Partnership and Borden have entered into an Agreement and Plan of Merger dated as of September 23, 1994, as amended as of November 15, 1994 (the "Merger Agreement"), pursuant to which, among other things, following the consummation of the Exchange Offer, subject to certain conditions, the Purchaser will be merged with and into Borden in the Merger. If, following the Exchange Offer and exercise of the Option, the Purchaser and its affiliates own more than 90% of the outstanding Borden Shares, the Purchaser will take all necessary or appropriate action, without further action by the Board of Directors or shareholders of Borden, to merge the Purchaser with Borden as soon as practicable. If, following the Exchange Offer and exercise of the Option, approval of Borden's shareholders is required by applicable law in order to consummate the Merger, provided that the Minimum Condition is satisfied without being reduced or waived, Borden will submit the Merger to Borden's
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shareholders for approval. If the Merger is submitted to Borden's shareholders for approval, the Merger will require the approval of the holders of not less than 662/3% of the outstanding Borden Shares, including the Borden Shares owned by the Purchaser and its affiliates. In the event the Merger is consummated, holders of Borden Shares will receive the same number of shares of Holdings Common Stock for each Borden Share as are exchanged for each Borden Share in the Exchange Offer. Pursuant to a Conditional Purchase/Stock Option Agreement dated as of September 23, 1994, Borden has granted to the Purchaser (or its designee), a right (the "Option") to purchase up to 28,138,000 shares of Borden Common Stock (approximately 19.9% of the outstanding Borden Shares as of the date hereof) in exchange for the number of shares of Holdings Common Stock (rounded to the nearest 1/100,000) obtained by dividing (i) $11.00 by (ii) the average of the average of the high and low sales prices of the Holdings Common Stock as reported on the NYSE Composite Tape on each of the ten consecutive trading days immediately preceding the second trading day prior to the date of notice of exercise of the Option (or, if exercise is required as described below, the date of exercise), as adjusted in certain events, for each share of Borden Common Stock. Subject to applicable law, if the Purchaser (or the Partnership or a wholly owned direct or indirect subsidiary of the Partnership) acquires more than 41% (but not more than 50%) of the outstanding Borden Shares in the Exchange Offer, the Option must be exercised to the extent necessary so that, following such exercise, the Purchaser will own more than 50% of the outstanding Borden Shares. If the Purchaser shall have exercised the Option in whole or in part prior to the expiration of the Exchange Offer, the Purchaser may not waive or reduce the Minimum Condition. In addition, if the Purchaser has not exercised the Option prior to the expiration of the Exchange Offer, it will not be entitled to exercise the Option thereafter if it waives or otherwise reduces the Minimum Condition and accepts fewer than 41% of the Borden Shares for exchange in the Exchange Offer. For purposes of the Exchange Offer, the Purchaser will be deemed to have accepted for exchange Borden Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Exchange Agent of the Purchaser's acceptance for exchange of such Borden Shares pursuant to the Exchange Offer. Upon the terms and subject to the conditions of the Exchange Offer, exchange of Borden Shares accepted for exchange pursuant to the Exchange Offer will be made by deposit of tendered Borden Shares with the Exchange Agent, which will act as agent for the tendering shareholders for the purpose of receiving shares of Holdings Common Stock from the Purchaser and transmitting such shares of Holdings Common Stock to tendering shareholders. Under no circumstances will interest be paid pursuant to the Exchange Offer, regardless of any delay in making such exchange. In all cases, exchange of Borden Shares tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (i) certificates representing the Borden Shares ("Share Certificates") (and certificates representing the Rights ("Rights Certificates") if applicable), or timely confirmation of a book-entry transfer of such Borden Shares into the Exchange Agent's account at a Book-Entry Transfer Facility (as defined in the Offering Circular/Prospectus) pursuant to the procedures set forth under "The Exchange Offer--Procedure for Tendering Shares of Borden Common Stock" in the Offering Circular/Prospectus, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined in the Offering Circular/Prospectus) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. The Purchaser expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Exchange Offer is open for any reason, including the occurrence of any of the conditions specified under "The Exchange Offer--Certain Conditions of the Exchange Offer" in
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the Offering Circular/Prospectus, by giving oral or written notice of such extension to the Exchange Agent. During any such extension, all Borden Shares (and Rights if applicable) previously tendered and not properly withdrawn will remain subject to the Exchange Offer, subject to the rights of a tendering shareholder to withdraw such shareholder's Borden Shares (and Rights if applicable). Pursuant to the Merger Agreement, the Purchaser has agreed that, upon the request of Borden (and without limiting the number of times that the Purchaser may extend the Exchange Offer, or the total number of days for which the Exchange Offer may be extended), the Purchaser will extend the Exchange Offer, one or more times, for an aggregate of not more than twenty business days. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date. The Purchaser has reserved the right to transfer or assign, in whole or from time to time in part, to one or more affiliates, the right to exchange all or any portion of the Borden Shares tendered pursuant to the Exchange Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations pursuant to the Exchange Offer and will in no way prejudice the rights of tendering shareholders to exchange for Borden Shares validly tendered and accepted for exchange pursuant to the Exchange Offer. Unless and until the Rights are redeemed in accordance with the Merger Agreement, holders of Borden Shares will be required to tender the Rights associated with such Borden Shares in order to effect a valid tender of such Borden Shares. If the Distribution Date (as defined in the Rights Agreement) has occurred and Rights Certificates have been distributed to such holders prior to the date of tender pursuant to the Exchange Offer, Rights Certificates representing a number of Rights equal to the number of Borden Shares being tendered must be delivered to the Exchange Agent in order for such Borden Shares to be validly tendered. Tenders of Borden Shares (and Rights if applicable) made pursuant to the Exchange Offer are irrevocable, except that Borden Shares (and Rights if applicable) tendered pursuant to the Exchange Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for exchange by the Purchaser pursuant to the Exchange Offer, may also be withdrawn at any time after January 20, 1995. If the Purchaser extends the Exchange Offer, is delayed in its acceptance for exchange of or exchange for Borden Shares or is unable to exchange Borden Shares validly tendered pursuant to the Exchange Offer for any reason, then, without prejudice to the Purchaser's rights under the Exchange Offer, the Exchange Agent may nevertheless, on behalf of the Purchaser, retain tendered Borden Shares (and Rights if applicable), and such Borden Shares (and Rights if applicable) may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in the Offering Circular/Prospectus. Any such delay will be by an extension of the Exchange Offer to the extent required by law. For a withdrawal to be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth on the back cover of the Offering Circular/Prospectus. Any notice of withdrawal must specify the name of the person who tendered the Borden Shares (and Rights if applicable) to be withdrawn, the number of Borden Shares (and Rights if applicable) to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Borden Shares (and Rights if applicable). If Share Certificates (or Rights Certificates if applicable) for Borden Shares (and Rights if applicable) to be withdrawn have been delivered or otherwise identified to the Exchange Agent, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Exchange Agent and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Borden Shares (or Rights if
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applicable) have been tendered for the account of an Eligible Institution (as defined in the Offering Circular/Prospectus). If Borden Shares (or Rights if applicable) have been tendered pursuant to the procedure for book-entry transfer as described under "The Exchange Offer--Procedure for Tendering Shares of Borden Common Stock--Book-Entry Transfer" in the Offering Circular/Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Borden Shares (and Rights if applicable), in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by any method of delivery described in the first sentence of this paragraph. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. Any Borden Shares (and Rights if applicable) properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer. However, withdrawn Borden Shares (and Rights if applicable) may be re-tendered at any time on or prior to the Expiration Date by following one of the procedures described under "The Exchange Offer--Procedure for Tendering Shares of Borden Common Stock" in the Offering Circular/Prospectus. The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offering Circular/Prospectus and is incorporated herein by reference. The Offering Circular/Prospectus and the related Letter of Transmittal and, if required, other relevant materials will be mailed to record holders of Borden Shares and Rights whose names appear on Borden's shareholder list and list of holders of Rights, if applicable, and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list and list of holders of Rights, if applicable, or who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Borden Shares. The Offering Circular/Prospectus and the related Letter of Transmittal contain important information which should be read before any decision is made with respect to the Exchange Offer. Questions and requests for copies of the Offering Circular/Prospectus and the related Letter of Transmittal and all other tender offer materials may be directed to the Information Agent or the Dealer Manager as set forth below, and copies will be furnished promptly at the Purchaser's expense. The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Dealer Manager and the Information Agent) for soliciting tenders of Borden Shares and Rights pursuant to the Exchange Offer. The Information Agent for the Exchange Offer is: D.F. King & Co., Inc. United States Europe 77 Water Street Royex House, Aldermanbury Square New York, New York 10005 London, England EC2V 7HR 1-800-829-6551 (Toll Free) (44) 71 600 5005 (Collect) The Dealer Manager for the Exchange Offer is: LMN 1251 Avenue of the Americas New York, New York 10020 (212) 703-4774 November 22, 1994

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 14D1’ Filing    Date First  Last      Other Filings
1/20/954
12/20/9412SC 13D/A,  SC 14D1/A,  SC 14D9/A
Filed on:11/22/9415SC 14D9
11/15/942
9/23/9423
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Filing Submission 0000950112-94-002977   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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