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
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
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
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
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