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)(2) — Statement re: Computation of Earnings Per Share
Exhibit Table of Contents
EXHIBIT 11(a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Borden, Inc.
Pursuant to the Exchange Offer
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.
------------------
The Exchange Agent for the Exchange Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
[Download Table]
BY MAIL: BY HAND OR OVERNIGHT DELIVERY:
First Chicago Trust Company of New York First Chicago Trust Company of New York
Tenders & Exchanges Tenders & Exchanges
P.O. Box 2563--Suite 4660 14 Wall Street
Jersey City, New Jersey 07303-2563 Suite 4680--BOR, 8th Floor
New York, New York 10005
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders, either (i) if
certificates for shares of Common Stock, par value $.625 per share ("Borden
Shares"), or the associated Preferred Stock Purchase Rights (the "Rights") are
to be forwarded herewith or (ii) unless an Agent's Message (as defined in the
Offering Circular/Prospectus dated November 22, 1994 (the "Offering
Circular/Prospectus")) is utilized, if tenders of Borden Shares are to be made
by book-entry transfer into the account of First Chicago Trust Company of New
York, as Exchange Agent (the "Exchange Agent"), at The Depository Trust Company
("DTC"), the Midwest Securities Trust Company ("MSTC") or the Philadelphia
Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and
collectively the "Book-Entry Transfer Facilities") pursuant to the procedures
described under "The Exchange Offer--Procedure for Tendering Shares of Borden
Common Stock--Book-Entry Transfer" in the Offering Circular/Prospectus.
Shareholders who tender Borden Shares (or Rights if applicable) by book-entry
transfer are referred to herein as "Book-Entry Shareholders."
The Merger Agreement (as defined in the Offering Circular/Prospectus)
provides that, immediately prior to consummation of the Exchange Offer, Borden,
Inc., a New Jersey corporation ("Borden"), will redeem the outstanding Rights
issued pursuant to the Rights Agreement, dated as of January 28, 1986, as
amended (the "Rights Agreement"), between Borden and The Bank of New York, as
Rights Agent, at a redemption price of one and two-thirds cents per Right.
Unless and until the Rights have been redeemed, holders of Borden Shares will be
required to tender one Right for each Borden Share tendered in order to effect a
valid tender of such Borden Share. If the Distribution Date (as defined in the
Offering Circular/Prospectus) has not occurred prior to the time Borden Shares
are tendered pursuant to the Exchange Offer, a tender of Borden Shares will also
constitute a tender of the associated Rights. See "The Exchange Offer--Procedure
for Tendering Shares of Borden Common Stock" in the Offering
Circular/Prospectus. If the Distribution Date has occurred, and certificates
representing Rights (the "Rights Certificates") have been distributed to holders
of Borden Shares, such holders of Borden Shares will be required to tender
Rights Certificates 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. 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. Holders
of Borden Shares and Rights whose certificates for such Borden Shares (the
"Share Certificates") (and Rights Certificates if applicable) are not
immediately available or who cannot deliver their Share Certificates (or Rights
Certificates if applicable) and all other required documents to the Exchange
Agent prior to the Expiration Date (as defined in the Offering
Circular/Prospectus), or who cannot complete the procedure for book-entry
transfer on a timely basis, must tender their Borden Shares (and Rights if
applicable) according to the guaranteed delivery procedure set forth under "The
Exchange Offer--Procedure for Tendering Shares of Borden Common
Stock--Guaranteed Delivery" in the Offering Circular/Prospectus. See Instruction
2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
[Enlarge/Download Table]
DESCRIPTION OF BORDEN SHARES TENDERED
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE(S) AND BORDEN SHARE(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS TENDERED
NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
TOTAL NUMBER
OF BORDEN
SHARES NUMBER
SHARE REPRESENTED OF BORDEN
CERTIFICATE BY SHARE SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
Total Borden Shares...........
* Need not be completed by Book-Entry Shareholders.
** Unless otherwise indicated, all Borden Shares represented by certificates
delivered to the Exchange Agent will be deemed to have been tendered. See
Instruction 4.
[Enlarge/Download Table]
DESCRIPTION OF RIGHTS TENDERED*
NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS RIGHTS CERTIFICATE(S) AND RIGHTS TENDERED
NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
TOTAL NUMBER
OF RIGHTS
RIGHTS REPRESENTED NUMBER
CERTIFICATE BY RIGHTS OF RIGHTS
NUMBER(S)** CERTIFICATE(S)** TENDERED***
Total Rights..................
* Need not be completed if the Distribution Date has not occurred.
** Need not be completed by Book-Entry Shareholders.
*** Unless otherwise indicated, all Rights represented by certificates
delivered to the Exchange Agent will be deemed to have been tendered.
See Instruction 4.
/ / CHECK HERE IF BORDEN SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A
BOOK-ENTRY TRANSFER FACILITY MAY DELIVER BORDEN SHARES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution ___________________________________________
Check box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number __________________________Transaction Code Number __________
/ / CHECK HERE IF BORDEN SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s): _________________________________________
Window Ticket Number (if any): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution that Guaranteed Delivery: _____________________________
If delivered by Book-Entry Transfer check box of Book-Entry Transfer
Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number __________________________Transaction Code Number __________
/ / CHECK HERE IF RIGHTS ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER RIGHTS BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ___________________________________________
Check box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number __________________________Transaction Code Number __________
/ / CHECK HERE IF RIGHTS ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s): _________________________________________
Window Ticket Number (if any): ____________________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________________
Name of Institution that Guaranteed Delivery: _____________________________
If delivered by Book-Entry Transfer check box of Book-Entry Transfer
Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number _________________________ Transaction Code Number __________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Borden Acquisition Corp., a New Jersey
corporation (the "Purchaser"), the above-described Borden Shares and (unless and
until redeemed by Borden) the associated Rights, for exchange for a number of
shares of Common Stock, par value $.01 per share (the "Holdings Common Stock"),
of RJR Nabisco Holdings Corp., a Delaware corporation ("Holdings"), equal to the
Exchange Ratio (as defined in the Offering Circular/Prospectus), upon the terms
and subject to the conditions set forth in the Offering Circular/Prospectus and
in this 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. The undersigned understands that
the Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates, the right to exchange all or any
portion of the Borden Shares (or Rights if applicable) tendered pursuant to the
Exchange Offer, receipt of which is hereby acknowledged.
The undersigned understands that if the Distribution Date has occurred and
Rights Certificates have been distributed to holders of Borden Shares prior to
the date of tender of the Borden Shares and Rights tendered herewith, Rights
Certificates representing a number of Rights equal to the number of Borden
Shares being tendered herewith must be delivered to the Exchange Agent or, if
available, a Book-Entry Confirmation received with respect thereto, in order for
the Borden Shares tendered herewith to be validly tendered. If the Distribution
Date has occurred and Rights Certificates have not been distributed prior to the
time Borden Shares and Rights are tendered herewith, the undersigned agrees to
deliver Rights Certificates representing a number of Rights equal to the number
of Borden Shares tendered herewith to the Exchange Agent within five business
days after the date such Rights Certificates are distributed. A tender of Borden
Shares without Rights Certificates constitutes an agreement by the tendering
shareholder to deliver Rights Certificates representing a number of Rights equal
to the number of Borden Shares tendered pursuant to the Exchange Offer to the
Exchange Agent within five business days after the date such Rights Certificates
are distributed. The undersigned understands that if the Rights are not
redeemed, the Purchaser reserves the right to require that the Exchange Agent
receive such Rights Certificates prior to accepting Borden Shares for exchange.
In that event, exchange for Borden Shares tendered and accepted for exchange
pursuant to the Exchange Offer will be made only after timely receipt by the
Exchange Agent of, among other things, Rights Certificates, if Rights
Certificates have been distributed to holders of Borden Shares.
Subject to, and effective upon, acceptance for exchange of the Borden Shares
(and Rights if applicable) tendered herewith in accordance with the terms of the
Exchange Offer, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Purchaser all right, title and interest in and to all of the
Borden Shares that are being tendered hereby and any and all dividends and
distribution, except for regular quarterly cash dividends in the amount of $.01
per Borden Share declared or paid with respect to the tendered Borden Shares on
or after November 22, 1994 and payable to the undersigned on a date prior to the
transfer to the name of the Purchaser or nominee or transferee of the Purchaser
on Borden's stock transfer records of the Borden Shares tendered herewith
(except that if the Rights are redeemed by Borden's Board of Directors in
accordance with the terms of the Rights Agreement, 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) (any such dividend or distribution, except
for those referred to in the immediately preceding clause, collectively, a
"Distribution"), and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Borden Shares (and
Rights if applicable) (and any Distribution) with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to (a) deliver such Share Certificates (and Rights Certificates if
applicable) (and any Distribution), or transfer ownership of such Borden Shares
(and Rights if applicable) (and any Distribution) on the account books
maintained by a Book-Entry Transfer Facility, together in either case with
appropriate evidences of transfer, to the Exchange Agent for the account of the
Purchaser, (b) present such Borden Shares (and Rights if applicable) (and any
Distribution) for transfer on the books of Borden and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Borden Shares
(and Rights if applicable) (and any Distribution), all in accordance with the
terms and subject to the conditions of the Exchange Offer.
The undersigned irrevocably appoints designees of the Purchaser as such
shareholder's proxy, with full power of substitution, to the full extent of such
shareholder's rights with respect to the Borden Shares (and Rights if
applicable) tendered by such shareholder and accepted for exchange by the
Purchaser and with respect to any and all other Borden Shares or other
securities issued or issuable in respect of such Borden Shares on or after
November 22, 1994. Such appointment will be effective when, and only to the
extent that, the Purchaser accepts such Borden Shares for exchange. Upon such
acceptance for exchange, all prior proxies given by such shareholder with
respect to such Borden Shares (and Rights if applicable) (and such other shares
and securities) will be revoked without further action, and no subsequent
proxies may be given nor any subsequent written consents executed (and, if given
or executed, will not be deemed effective). The designees of the Purchaser will
be empowered to exercise all voting and other rights of such shareholder as they
in their sole discretion may deem proper at any annual or special meeting of
Borden's shareholders or any adjournment or postponement thereof, by written
consent in lieu of any such meeting or otherwise. The Purchaser reserves the
right to require that, in order for Borden Shares (and Rights if applicable) to
be deemed validly tendered, immediately upon the Purchaser's exchange for such
Borden Shares (and Rights if applicable), the Purchaser must be able to exercise
full voting rights with respect to such Borden Shares (and Rights if
applicable).
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the Borden Shares
(and Rights if applicable) tendered hereby (and any Distribution) and (b) when
the Borden Shares (and Rights if applicable) are accepted for exchange by the
Purchaser, the Purchaser will acquire good, marketable and unencumbered title to
the Borden Shares (and Rights if applicable) (and any Distribution), free and
clear of all liens, restrictions, charges and encumbrances, and the same will
not be subject to any adverse claim. The undersigned, upon request, will execute
and deliver any additional documents deemed by the Exchange Agent or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Borden Shares (and Rights if applicable) tendered hereby (and
any Distribution). In addition, the undersigned shall promptly remit and
transfer to the Exchange Agent for the account of the Purchaser any and all
Distributions in respect of the Borden Shares and Rights tendered hereby,
accompanied by appropriate documentation of transfer; and pending such
remittance or appropriate assurance thereof, the Purchaser will be, subject to
applicable law, entitled to all rights and privileges as owner of any such
Distribution and may withhold the entire exchange consideration or deduct
therefrom the amount or value thereof, as determined by the Purchaser in its
sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Tenders of Borden Shares and Rights made pursuant to the Exchange Offer are
irrevocable, except that Borden Shares and Rights 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. See
"The Exchange Offer--Procedure for Tendering Shares of Borden Common
Stock--Withdrawal Rights" in the Offering Circular/Prospectus.
The undersigned understands that tenders of Borden Shares and Rights
pursuant to any of the procedures described under "The Exchange Offer--Procedure
for Tendering Shares of Borden Common Stock," and in the instructions hereto
will constitute a binding agreement between the undersigned and the Purchaser
upon the terms and subject to the conditions set forth in the Exchange Offer,
including the undersigned's representation that the undersigned owns the Borden
Shares and Rights being tendered.
Unless otherwise indicated herein under "Special Exchange Instructions,"
please (i) issue any check for any cash payment in lieu of a fractional share of
Holdings Common Stock, (ii) issue shares of Holdings Common Stock exchanged for
Borden Shares tendered pursuant hereto and/or (iii) issue or return any
certificate(s) for Borden Shares (and Rights if applicable) not tendered or not
accepted for exchange in the name(s) of the registered holder(s) appearing under
"Description of Borden Shares Tendered" and "Description of Rights Tendered,"
respectively. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," please mail any check for any cash payment in lieu of a
fractional share of Holdings Common Stock, the certificates for shares of
Holdings Common Stock exchanged for Borden Shares tendered pursuant hereto
and/or any certificate(s) for Borden Shares (and Rights if applicable) not
tendered or not accepted for exchange (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Borden Shares Tendered" and "Description of Rights Tendered,"
respectively. In the event that both the Special Delivery Instructions and the
Special Exchange Instructions are completed, please issue (i) any check for any
cash payment in lieu of a fractional share of Holdings Common Stock, (ii) the
shares of Holdings Common Stock exchanged for Borden Shares tendered pursuant
hereto and/or (iii) any certificate(s) for Borden Shares (and Rights if
applicable) not tendered or accepted for exchange in the name of, and deliver
such certificates to, the person or persons so indicated. Unless otherwise
indicated herein under "Special Exchange Instructions," please credit any Borden
Shares (and Rights if applicable) tendered herewith by book-entry transfer that
are not accepted for exchange by crediting the account at the Book-Entry
Transfer Facility designated above. The undersigned recognizes that the
Purchaser has no obligation, pursuant to the Special Exchange Instructions, to
transfer any Borden Shares (or Rights if applicable) from the name(s) of the
registered holder(s) thereof if the Purchaser does not accept for exchange any
of the Borden Shares (or Rights if applicable) so tendered.
SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if (i) the check for any cash payment in lieu of a
fractional share of Holdings Common Stock, (ii) certificate(s) for Borden Shares
(and Rights if applicable) not tendered or not accepted for exchange and/or
(iii) the shares of Holdings Common Stock exchanged for Borden Shares tendered
pursuant hereto are to be issued in the name of someone other than the
undersigned or if Borden Shares (or Rights if applicable) tendered by book-entry
transfer which are not accepted for exchange are to be returned by credit to an
account maintained at a Book-Entry Transfer Facility.
Issue / / check / / certificates to:
Name............................................................................
(PLEASE PRINT)
Address.........................................................................
...............................................................................
(INCLUDE ZIP CODE)
...............................................................................
(TAX ID. OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
Credit Borden Shares (and Rights if applicable) tendered by book-entry transfer
that are not accepted for exchange to (Check one):
/ / DTC / / MSTC / / PDTC
...............................................................................
(DTC, MSTC or PDTC Account No.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if (i) the check for any cash payment in lieu of a
fractional share of Holdings Common Stock, (ii) certificate(s) for Borden Shares
(and Rights if applicable) not tendered or not accepted for exchange and/or
(iii) the shares of Holdings Common Stock exchanged for Borden Shares tendered
pursuant hereto accepted for exchange are to be sent to someone other than the
undersigned or to the undersigned at an address other than that shown above.
Mail / / check / / certificates to:
Name............................................................................
(PLEASE PRINT)
Address.........................................................................
...............................................................................
(INCLUDE ZIP CODE)
...............................................................................
(TAX ID. OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON THE REVERSE SIDE)
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
SIGN SIGN
HERE HERE
X...................................................................
X...................................................................
(SIGNATURE(S) OF HOLDER(S))
Dated: ........................... , 19 ...........................
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on Share Certificate(s) or Rights Certificate(s)
or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative
capacity, please provide the following information and see
Instruction 5.)
Name(s).............................................................
....................................................................
(PLEASE PRINT)
Capacity (full title)...............................................
Address.............................................................
....................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number......................................
Tax Identification or
Social Security No..................................................
COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature................................................
Name................................................................
Name of Firm........................................................
(PLEASE PRINT)
Address.............................................................
....................................................................
(INCLUDE ZIP CODE)
Area Code and Telephone Number......................................
Dated: ........................... , 19 ...........................
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this document, shall include
any participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Borden Share(s) and/or Rights) of
Borden Shares and Rights tendered herewith, unless such holder(s) has completed
either the box entitled "Special Exchange Instructions" or the box entitled
"Special Delivery Instructions" above, or (b) if such Borden Share(s) and/or
Right(s) are tendered for the account of a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having an
office or correspondent in the United States (each of the foregoing being
referred to as an "Eligible Institution"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5 of this Letter of Transmittal.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
shareholders either if certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if tenders are to be made pursuant to the procedure
for tender by book-entry transfer set forth under "The Exchange Offer--Procedure
for Tendering Shares of Borden Common Stock--Book-Entry Transfer" in the
Offering Circular/Prospectus. Share Certificates, or timely confirmation (a
"Book-Entry Confirmation") of a book-entry transfer of such Borden Shares into
the Exchange Agent's account at a Book-Entry Transfer Facility, as well as this
Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in the
case of a book-entry delivery, and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at one of its addresses
set forth herein prior to the Expiration Date and, unless and until the Rights
have been redeemed, Rights Certificates or timely confirmation of a book-entry
transfer of Rights into the Exchange Agent's account at a Book-Entry Transfer
Facility, if available (together with, if Rights are forwarded separately from
Borden Shares, a properly completed and duly executed Letter of Transmittal (or
a facsimile hereof), and any required signature guarantees, or an Agent's
Message in the case of a book-entry delivery, and any other documents required
by this Letter of Transmittal), must be received by the Exchange Agent at one of
its addresses set forth herein prior to the Expiration Date or, if later, within
five business days after the date such Rights Certificates are distributed.
Shareholders whose Share Certificates (or Rights Certificates if applicable) are
not immediately available (including Rights Certificates that have not yet been
distributed by Borden) or who cannot deliver their Share Certificates (or Rights
Certificates if applicable) and all other required documents to the Exchange
Agent prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Borden Shares
(and Rights if applicable) by properly completing and duly executing a Notice of
Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth
under "The Exchange Offer--Procedure for Tendering Shares of Borden Common
Stock--Guaranteed Delivery" in the Offering Circular/Prospectus. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by the Purchaser, must be
received by the Exchange Agent prior to the Expiration Date; (iii) the Share
Certificates (or a Book-Entry Confirmation) representing all tendered Borden
Shares, in proper form for transfer, in each case together with the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message) and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent within five New York Stock Exchange, Inc.
("NYSE") trading days after the date of execution of such Notice of Guaranteed
Delivery; and (iv) unless and until the Rights have been redeemed, the Rights
Certificates, if issued, representing the appropriate number of Rights or a Book
Entry Confirmation, if available, in each case together with a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof), any
required signature guarantees (or, in the case of a book-entry delivery, an
Agent's Message) and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent within five NYSE trading days after the
date of execution of such Notice of Guaranteed Delivery or, if later, five NYSE
trading days after Rights Certificates are distributed to shareholders, all as
provided in "The Exchange Offer--Procedure for Tendering Shares of Borden Common
Stock" in the Offering Circular/Prospectus. If Share Certificates and Rights
Certificates are forwarded separately to the Exchange Agent, a properly
completed and duly executed Letter of Transmittal must accompany each such
delivery.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES OR OF RIGHTS CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Borden Shares will be exchanged. All tendering shareholders, by
execution of this Letter of Transmittal (or a facsimile hereof), waive any right
to receive any notice of the acceptance of their Borden Shares (and Rights if
applicable) for exchange.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Borden Shares and Rights and any other
required information should be listed on a separate signed schedule attached
hereto.
4. PARTIAL TENDERS. (Not Applicable to Book-Entry Shareholders) If fewer
than all the Borden Shares evidenced by any Share Certificate submitted are to
be tendered, fill in the number of Borden Shares which are to be tendered in the
box entitled "Number of Borden Shares Tendered." If fewer than all the Rights
evidenced by any Rights Certificates submitted are to be tendered, fill in the
number of Rights which are to be tendered in the box entitled "Number of Rights
Tendered." In such cases, new Share Certificates or Rights Certificates (if the
Rights have not been redeemed), as the case may be, for the Borden Shares or
Rights that were evidenced by your old Share Certificates or Rights
Certificates, but were not tendered by you, will be sent to you, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as soon
as practicable after the Expiration Date. All Borden Shares represented by Share
Certificates and all Rights represented by Rights Certificates delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Borden
Shares and Rights tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Borden Shares and Rights tendered hereby are owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any of the tendered Borden Shares and Rights are registered in different
names on several certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares and Rights listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless shares of Holdings Common Stock are
to be issued or delivered to, payment in respect of fractional shares of
Holdings Common Stock is to be made to or certificates for Borden Shares or
Rights not tendered or not exchanged are to be issued in the name of a person
other than the registered holder(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on the certificate(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
Unless and until the Rights have been redeemed, if 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 tendered in order to effect a valid tender of such Borden
Shares. It is necessary that shareholders follow all signature requirements of
this Instruction 5 with respect to the Rights in order to tender such Rights.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the transfer and sale of Borden Shares (and Rights if
applicable) to it or its order pursuant to the Exchange Offer. If, however,
certificates for shares of Holdings Common Stock or payment of cash in lieu of
fractional shares of Holdings Common Stock is to be made to, or if certificates
for Borden Shares (and Rights if applicable) not tendered or accepted for
exchange are to be registered in the name of, any person other than the
registered holder(s), or if tendered certificates are registered in the name of
any person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered holder(s)
or such person) payable on account of the transfer to such person will be
deducted from the consideration to be received by such holder(s) (i.e., such
consideration will be reduced) unless satisfactory evidence of the payment of
such taxes or an exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If (i) a check is to be issued
in the name of, (ii) certificates for shares of Holdings Common Stock exchanged
for Borden Shares and Rights (if applicable) are not to be issued to, and/or
(iii) certificates for Borden Shares and Rights not tendered or not accepted for
exchange are to be issued or returned to, a person other than the signer of this
Letter of Transmittal or if a check and/or such certificates are to be returned
to a person other than the signer of this Letter of Transmittal or to an address
of the signer other than that shown in this Letter of Transmittal, the
appropriate boxes on this Letter of Transmittal must be completed. Book-Entry
Shareholders may request that Borden Shares and/or Rights not accepted for
exchange be credited to such account maintained at a Book-Entry Transfer
Facility as such Book-Entry Shareholder may designate under "Special Payment
Instructions." If no such instructions are given, such Borden Shares or Rights
not accepted for exchange will be returned by crediting the account at the
Book-Entry Transfer Facility designated above.
8. WAIVER OF CONDITIONS. The conditions of the Exchange Offer may be waived
by the Purchaser from time to time in accordance with, and subject to the
limitations described in, the Offering Circular/Prospectus.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal income
tax law, a shareholder whose tendered Borden Shares (or Rights if applicable)
are accepted for exchange is required to provide the Exchange Agent with such
shareholder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below. If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service may subject the shareholder or other payee to a $50
penalty. In addition, payments that are made to such shareholder or other payee
with respect to Borden Shares (or Rights if applicable) exchanged pursuant to
the Exchange Offer may be subject to 31% backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Exchange Agent. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any such payments made to the shareholder or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
shareholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent.
The shareholder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Borden Shares and Rights or of the last transferee appearing on the transfers
attached to, or endorsed on, the Borden Shares and Rights. If the Borden Shares
or Rights are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offering Circular/Prospectus, this Letter of Transmittal and the
Notice of Guaranteed Delivery may also be obtained from the Information Agent or
from brokers, dealers, commercial banks or trust companies.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Borden Shares (or Rights if applicable) has been lost, destroyed or stolen, the
shareholder should promptly notify the Exchange Agent. The shareholder will then
be instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO THE EXPIRATION DATE.
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK
Part 1--PLEASE PROVIDE Social Security Number
YOUR TIN IN or Employer
SUBSTITUTE THE BOX AT THE RIGHT Identification Number
AND CERTIFY
BY SIGNING AND
Form W-9 DATING BELOW.
-------------------------
Part 2--Certification--Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me) and
Department of the Treasury
Internal Revenue Service
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ("TIN")
Certification Instructions--You must cross out
item (2) above if you have been notified by the
IRS that you are currently subject to backup
withholding because of under-reporting interest
or dividends on your tax return. However, if
after being notified by the IRS that you were
subject to backup withholding you received
another notification from the IRS that you are no
longer subject to backup withholding, do not
cross out such Item (2).
SIGN HERE SIGNATURE.......................... Part 3--
Awaiting TIN / /
DATE......................., 19 ...
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld,
but that such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
[Download Table]
Signature....................................... Date................ , 19 ...
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The Information Agent for the Exchange Offer is:
D.F. KING & CO., INC.
[Download Table]
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:
MORGAN STANLEY & CO.
Incorporated
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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