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)(5) — Statement re: Computation of Earnings Per Share
EX-11.(A)(5) | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 11(a)(5)
Exchange Offer for
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Borden, Inc.
by
Borden Acquisition Corp.
a corporation formed at the direction of
Kohlberg Kravis Roberts & Co.
------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 20, 1994,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
------------------
To Our Clients:
Enclosed for your consideration is an Offering Circular/Prospectus dated
November 22, 1994 (the "Offering Circular/Prospectus"), and the related Letter
of Transmittal relating to an offer by Borden Acquisition Corp., a New Jersey
corporation (the "Purchaser"), to exchange for shares of Common Stock, par value
$.01 per share ("Holdings Common Stock"), of RJR Nabisco Holdings Corp., a
Delaware corporation, equal to the Exchange Ratio (as defined below) all of the
outstanding shares of Common Stock, par value $.625 per share (the "Borden
Shares"), of Borden, Inc., a New Jersey corporation ("Borden"), and (unless and
until the outstanding Preferred Stock Purchase Rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of January 28, 1986, as amended,
between Borden and The Bank of New York, as Rights Agent, are redeemed by
Borden) the associated Rights, upon the terms and subject to the conditions set
forth in the Offering Circular/Prospectus and the related Letter of Transmittal
(which together constitute the "Exchange Offer"). Unless the context requires
otherwise, all references to "Borden Shares" shall be deemed to refer also to
the associated Rights. We are the holder of record of Borden Shares held by us
for your account. A tender of such Borden Shares can be made only by us as the
holder of record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Borden Shares held by us for your account.
The Merger Agreement (as defined in the Offering Circular/Prospectus)
provides that Borden will redeem the Rights at a redemption price of one and
two-thirds cents per Right immediately prior to consummation of the Exchange
Offer. Unless and until the Rights have been redeemed, if certificates
representing Rights (the "Rights Certificates") have been distributed to holders
of Borden Shares, such holders are required to tender Rights Certificate(s)
representing a number of Rights equal to the number of Borden Shares being
tendered in order to effect a valid tender of such Borden Shares. Until the
Distribution Date (as defined in the Offering Circular/Prospectus), the
surrender for transfer of any of the certificates representing Borden Shares
(the "Share Certificates") will also constitute the surrender for transfer of
the Rights associated with the Borden Shares represented by such Share
Certificates.
We request instructions as to whether you wish to have us tender on your
behalf any or all of such Borden Shares held by us for your account, pursuant to
the terms and subject to the conditions set forth in the Offering
Circular/Prospectus. Your instructions to tender Borden Shares held by us for
your account will also constitute a direction to us to tender a number of Rights
held by us for your account equal to the number of Borden Shares tendered. If,
in accordance with the Merger Agreement, the Rights are redeemed by the Board of
Directors of Borden prior to the consummation of the Exchange Offer, tendering
shareholders who are holders of record as of the applicable record date will be
entitled to receive and retain the redemption price of one and two-thirds cents
per Right in accordance with the Rights Agreement.
Your attention is directed to the following:
1. The "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, provided
that the Exchange Ratio shall not be less than 1.78125 or greater than
2.375.
2. The Exchange Offer is made for all of the outstanding Borden Shares
(and Rights if applicable).
3. The Exchange Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Tuesday, December 20, 1994, unless the
Exchange Offer is extended.
4. 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 Purchaser or Whitehall Associates, L.P.
(other than pursuant to the Option (as defined in the Offering
Circular/Prospectus)), represents more than 41% of the Borden Shares
outstanding on a fully diluted basis (other than dilution due to the
Rights). The Exchange Offer is also subject to other material terms and
conditions, which Borden shareholders should carefully consider. See "The
Exchange Offer--Certain Conditions of the Exchange Offer" and "Description
of Merger Agreement and Conditional Purchase/Option Agreement" in the
Offering Circular/Prospectus.
5. Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the exchange of Borden Shares pursuant
to the Exchange Offer.
The Exchange Offer is being made solely by the Offering Circular/Prospectus
and the related Letter of Transmittal and is being made to all holders of Borden
Shares. The Exchange Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Borden Shares 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.
If you wish to have us tender any or all of the Borden Shares held by us for
your account, please instruct us by completing, executing and returning to us
the instruction form contained in this letter. If you authorize a tender of your
Borden Shares, all such Borden Shares will be tendered unless otherwise
specified in such instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf prior to the
expiration of the Exchange Offer.
If Borden Shares are accepted for exchange and exchanged for by the
Purchaser pursuant to the Exchange Offer, Borden shareholders will receive,
subject to the conditions of the Exchange Offer, the number of shares of
Holdings Common Stock equal to the Exchange Ratio per Borden Share. See "The
Exchange Offer--Withdrawal Rights" in the Offering Circular/Prospectus for the
procedures for withdrawing Borden Shares tendered pursuant to the Exchange
Offer.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER FOR
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
BORDEN, INC.
The undersigned acknowledge(s) receipt of your letter enclosing the Offering
Circular/Prospectus dated November 22, 1994 (the "Offering Circular/Prospectus")
and the related Letter of Transmittal pursuant to an offer by Borden Acquisition
Corp., a New Jersey corporation, to exchange for all outstanding shares of
Common Stock, par value $.625 per share (the "Borden Shares"), of Borden, Inc.,
a New Jersey corporation ("Borden"), and (unless and until redeemed by Borden)
the associated Preferred Stock Purchase Rights (the "Rights").
This will instruct you to tender the number of Borden Shares and Rights
indicated below (or, if no number is indicated below, all Borden Shares and
Rights) which are held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Offering Circular/Prospectus and
in the related Letter of Transmittal furnished to the undersigned.
Number of Borden Shares (and Rights) to be Tendered*
...................................................Borden Shares (and Rights)
Dated: ........................., 19 ..
/ / Please check the box if you would like any fractional shares sold for your
account either by the nominee, broker or other intermediary holding in
your name or, at their instruction, by the Exchange Agent. Any such sale
will only be effected if your broker, nominee or other intermediary either
makes such sale or so informs the Exchange Agent. In addition, the
Exchange Agent has advised that, whether or not you check the box,
brokers, nominees or other intermediaries customarily effect sales of
fractional shares otherwise held for the account of a beneficial holder
and distribute the proceeds of such sales to the beneficial holder of such
shares.
SIGN HERE
.............................................................................
.............................................................................
Signature(s)
.............................................................................
Please print name(s)
.............................................................................
Address
.............................................................................
Area Code and Telephone Number
.............................................................................
Tax Identification or Social Security Number
------------
* Unless otherwise indicated, it will be assumed that all of your Borden Shares
(and Rights) held by us for your account are to be tendered.
3
Dates Referenced Herein and Documents Incorporated by Reference
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