SEC Info - Borden Acquisition Corp, et al. - ‘SC 13D/A’ on 12/8/94 re: Momentive Specialty Chemicals Inc.

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Borden Acquisition Corp, et al. – ‘SC 13D/A’ on 12/8/94 re: Momentive Specialty Chemicals Inc. – EX-8

As of: Thursday, 12/8/94 · Accession #: 950112-94-3103 · File #: 5-33265

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

12/08/94  Borden Acquisition Corp           SC 13D/A               3:63K  Momentive Specialty Chemicals Inc Merrill Corporate/FA
          Borden Acquisition Corp
          KKR Partners II, L.P.
          Whitehall Associates, L.P.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Borden Acquisition Corp.                               5     19K 
 2: EX-7        Opinion re: Liquidation Preference                     3     13K 
 3: EX-8        Opinion re: Tax Matters                               14     78K

EX-8 — Opinion re: Tax Matters
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Merger Agreement Amendment Recent Developments Relating to Certain Regulatory Approvals and Legal Matters Recent Litigation; Proposed Settlement
1	1st Page - Filing Submission
6	Merger Agreement Amendment
"	Recent Developments Relating to Certain Regulatory Approvals and Legal Matters
"	Recent Litigation; Proposed Settlement

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OFFERING CIRCULAR/PROSPECTUS SUPPLEMENT                                         
(To Offering Circular/Prospectus dated November 22, 1994)                       
Supplement Relating to the
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. 
------------------- 
THIS 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.
------------------- 

   This Offering Circular/Prospectus Supplement (this "Supplement") relates to
the offer by Borden Acquisition Corp., a New Jersey corporation (the            
"Purchaser"), a wholly owned subsidiary of Whitehall Associates, L.P. (the      
"Partnership"), an affiliate of Kohlberg Kravis Roberts & Co., L.P. ("KKR"),    
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, as the Offering         
Circular/Prospectus may be amended or supplemented from time to time, 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 (collectively, the "Borden Common Stock"), and the associated Preferred   
Stock Purchase Rights (the "Rights"), of Borden, Inc., a New Jersey corporation 
("Borden"), not already owned by the Purchaser or its affiliates. Capitalized   
terms used in this Supplement but not defined herein have the meanings assigned 
to such terms in the Offering Circular/Prospectus.                              

   THIS SUPPLEMENT AMENDS AND SUPPLEMENTS THE OFFERING CIRCULAR/PROSPECTUS AND
SHOULD BE READ IN CONJUNCTION WITH THE OFFERING CIRCULAR/PROSPECTUS.            

This Supplement relates to, among other things, an amendment to the     
Agreement and Plan of Merger, dated as of September 23, 1994, as amended as of  
November 15, 1994 (the "Merger Agreement" and, as further amended by the        
amendment thereto dated as of December 6, 1994, the "Amended Merger Agreement"),
among the Purchaser, the Partnership and Borden, to provide that the Exchange   
Ratio will mean 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 Holdings Common Stock as reported on the New York Stock Exchange      
("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 Offer; provided that the Exchange Ratio shall not be less than
1.78125 or greater than 2.375; and provided, further, that, unless the Exchange 
Offer is extended past 12:00 Midnight, New York City time, on Friday, January   
20, 1995, the Exchange Ratio shall be 2.29146. See "Merger Agreement Amendment" 
herein.                                                                         

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 any of the  
28,138,000 shares of Borden Common Stock subject to the Option), 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    
subject to other terms and conditions, which Borden shareholders should         
carefully consider. See "The Exchange Offer--Certain Conditions of the Exchange 
Offer" in the Offering Circular/Prospectus.                                     

The reported last sale price of the Holdings Common Stock on December 6,
1994 on the NYSE Composite Tape was $5 15/16 per share. The reported last sale  
price of the Borden Common Stock on December 6, 1994 on the NYSE Composite Tape 
was $13 3/8 per share. Borden shareholders should obtain current quotes for the 
Holdings Common Stock and the Borden Common Stock.                              
                                                        (continued on next page)
------------------- 

SEE "SIGNIFICANT CONSIDERATIONS" IN THE OFFERING CIRCULAR PROSPECTUS FOR A      
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY HOLDERS OF BORDEN
SHARES IN CONNECTION WITH THEIR CONSIDERATION OF THE EXCHANGE OFFER.    
------------------- 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS SUPPLEMENT OR THE OFFERING CIRCULAR/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           
------------------- 
The Dealer Manager for the Exchange Offer is: 
MORGAN STANLEY & CO.
Incorporated

December 7, 1994                                                                

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(continued from prior page)                                                     

IMPORTANT 

   Any shareholder desiring to tender all or any portion of such shareholder's
Borden Shares (and Rights if applicable) should either (1) complete and sign the
previously furnished Letter of Transmittal (or a facsimile thereof) in          
accordance with the instructions in the Letter of Transmittal, mail or deliver  
the Letter of Transmittal (or such facsimile) and any other required documents  
to the Exchange Agent, and either deliver the certificates representing the     
tendered Borden Shares ("Share Certificates") and, if separate, certificates    
representing the tendered Rights ("Rights Certificates"), and any other required
documents to the Exchange Agent or tender such Borden Shares (and Rights if     
applicable) pursuant to the procedure for book-entry transfer described in the  
Offering Circular/Prospectus or (2) request such shareholder's broker, dealer,  
commercial bank, trust company or other nominee to effect the transaction for   
such shareholder. Shareholders having Borden Shares (and Rights if applicable)  
registered in the name of a broker, dealer, commercial bank, trust company or   
other nominee must contact such broker, dealer, commercial bank, trust company  
or other nominee if they desire to tender Borden Shares (and Rights if          
applicable) so registered.                                                      

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.                                                                  

    A shareholder who desires to tender Borden Shares (and Rights if applicable)
and whose Share Certificates (and Rights Certificates if applicable) are not    
immediately available, or who cannot comply with the procedure for book-entry   
transfer on a timely basis, may tender such Borden Shares (and Rights if        
applicable) by following the procedures for guaranteed delivery described in the
Offering Circular/Prospectus.                                                   

    FOR PURPOSES OF THE PREVIOUSLY FURNISHED LETTER OF TRANSMITTAL AND NOTICE OF
GUARANTEED DELIVERY, AND ANY OTHER DOCUMENTS PREVIOUSLY FURNISHED TO BORDEN     
SHAREHOLDERS IN CONNECTION WITH THE EXCHANGE OFFER, ALL REFERENCES THEREIN TO   
THE OFFERING CIRCULAR/PROSPECTUS, THE EXCHANGE OFFER OR THE EXCHANGE RATIO SHALL
BE DEEMED TO REFER TO THE OFFERING CIRCULAR/PROSPECTUS AND THE EXCHANGE OFFER,  
EACH AS AMENDED AND SUPPLEMENTED BY THIS SUPPLEMENT, AND TO THE EXCHANGE RATIO  
AS AMENDED AS DESCRIBED IN THIS SUPPLEMENT.                                     

 Questions and requests for assistance may be directed to Morgan Stanley &
Co. Incorporated (the "Dealer Manager") or to D.F. King & Co., Inc. (the        
"Information Agent"), at their respective addresses and telephone numbers set   
forth on the back cover of this Supplement and the Offering Circular/Prospectus.
Additional copies of this Supplement, the Offering Circular/Prospectus, a Letter
of Transmittal and a Notice of Guaranteed Delivery may also be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.

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EX-8 3rd Page of 14 TOC 1st Previous Next ↓Bottom Just 3rd
 NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY OR BY
THE OFFERING CIRCULAR/PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY         
REPRESENTATION OTHER THAN AS CONTAINED IN THIS SUPPLEMENT AND THE OFFERING      
CIRCULAR/PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION   
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PARTNERSHIP, THE       
PURCHASER OR ANY AFFILIATE THEREOF, BY HOLDINGS OR BORDEN OR BY THE DEALER      
MANAGER. THIS SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS DO NOT CONSTITUTE 
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN   
THE SECURITIES OFFERED HEREBY AND THEREBY, NOR DO THEY CONSTITUTE AN OFFER TO   
SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY 
AND THEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE   
SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS      
SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS AT ANY TIME NOR ANY SALE MADE   
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION   
THAT THE INFORMATION HEREIN AND THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO 
THE DATE HEREOF AND THEREOF. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY         
JURISDICTION BY THE PARTNERSHIP, THE PURCHASER OR ANY AFFILIATE THEREOF, BY     
HOLDINGS OR BORDEN OR BY THE DEALER MANAGER THAT WOULD PERMIT A PUBLIC OFFERING 
OF THE SECURITIES OFFERED HEREBY AND THEREBY OR POSSESSION OR DISTRIBUTION OF   
THIS SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS IN ANY JURISDICTION WHERE  
ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN THE UNITED STATES AND CERTAIN
PROVINCES IN CANADA. PERSONS INTO WHOSE POSSESSION THIS SUPPLEMENT AND THE      
OFFERING CIRCULAR/PROSPECTUS COMES ARE REQUIRED BY THE PARTNERSHIP, THE         
PURCHASER AND THEIR AFFILIATES, BY HOLDINGS AND BORDEN AND BY THE DEALER MANAGER
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THE OFFERING OF
THE SECURITIES OFFERED HEREBY AND THEREBY AND THE DISTRIBUTION OF THIS          
SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS.                                

------------------- 

 All information contained or incorporated by reference in this Supplement
and the Offering Circular/Prospectus relating to KKR, the Common Stock          
Partnerships and the Purchaser has been supplied by the Purchaser, all such     
information relating to Holdings has been supplied by Holdings and all such     
information relating to Borden has been supplied by Borden. Certain of such     
information relating to the Transactions has been supplied by the Purchaser or  
Borden.                                                                         

------------------- 

AVAILABLE INFORMATION 

Holdings and Borden are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith file reports, proxy statements and other information with  
the Securities and Exchange Commission (the "Commission"). The reports, proxy   
statements and other information filed by Holdings and Borden with the          
Commission can be inspected and copied at the public reference facilities       
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,  
D.C. 20549, and should be available at the Commission's Regional Offices at 7   
World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison  
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth       
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, material
filed by Holdings and Borden can be inspected at the offices of the New York    
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.                

   Holdings has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the  
Securities Act of 1933, as amended (the "Securities Act"), with respect to the  
Holdings Common Stock to be offered in the Transactions. The Purchaser has filed
a Tender Offer Statement on Schedule 14D-1 (together with any amendments        
thereto, the "Schedule 14D-1") with the Commission in connection with the       
Exchange Offer. This Supplement and the related Offering Circular/Prospectus do 
not contain all the information set forth in the Registration Statement or the  
Schedule 14D-1 and the exhibits thereto. Such additional information may be     
obtained from the Commission's principal office in Washington, D.C. Statements  
contained in this Supplement and the related Offering Circular/Prospectus or in 
any document incorporated in this Supplement and the related Offering           
Circular/Prospectus by reference as to the contents of any                      

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contract or other document referred to herein or therein include the material   
terms of such contracts or other documents but are not necessarily complete, and
in each instance reference is made to the copy of such contract or other        
document filed as an exhibit to the Registration Statement or the Schedule 14D-1
or such other document, each such statement being qualified in all respects by  
such reference.                                                                 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents filed with the Commission by Holdings (File No. 
1-10215) pursuant to the Exchange Act are incorporated by reference in this     
Supplement and the related Offering Circular/Prospectus:                        

       1. Holdings' Annual Report on Form 10-K for the year ended December 31,
1993 (which incorporates by reference certain information from Holdings'
Proxy Statement relating to the 1994 Annual Meeting of Shareholders);   

      2. Holdings' Quarterly Reports on Form 10-Q for the three months ended
    March 31, 1994, the six months ended June 30, 1994 and the nine months ended
September 30, 1994;                                                     

   3. Holdings' Current Report on Form 8-K/A filed April 27, 1994; and

       4. The Consolidated Financial Statements of Holdings as of December 31,
1993 and 1992 and for each of the years in the three year period ended  
    December 31, 1993 and the related notes thereto, and Management's Discussion
  and Analysis of Financial Condition and Results of Operations, included in
  the Registration Statement on Form S-3 (Registration No. 33-52381), at the
  time such Registration Statement was declared effective by the Commission.

   The following documents filed with the Commission by Borden (File No. 1-71)
pursuant to the Exchange Act are incorporated by reference in this Supplement   
and the related Offering Circular/Prospectus:                                   

      1. Borden's Annual Report on Form 10-K for the year ended December 31,
1993 (which incorporates by reference certain information from Borden's 
Proxy Statement relating to the 1994 Annual Meeting of Shareholders and 
Borden's 1993 Annual Report to Shareholders);                           

     2. Borden's Quarterly Reports on Form 10-Q for the three months ended
  March 31, 1994, the six months ended June 30, 1994 (as amended by the Form
  10-Q/A (Amendment No. 1)) and the nine months ended September 30, 1994 (as
amended by the Form 10-Q/A (Amendment No. 1));                          

        3. Borden's Current Reports on Form 8-K dated January 5, 1994, March 21,
    1994, September 11, 1994 and September 12, 1994, and its two Current Reports
on Form 8-K, each dated October 5, 1994; and                            

   4. Borden's Solicitation/Recommendation Statement on Schedule 14D-9
  filed on November 22, 1994, as amended by Amendment No. 1 thereto filed on
December 1, 1994, Amendment No. 2 thereto filed on December 2, 1994,    
Amendment No. 3 thereto filed on December 5, 1994 and Amendment No. 4   
thereto filed on December 6, 1994 (the "Schedule 14D-9").               

  All documents and reports filed by Holdings and Borden pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Supplement 
and the related Offering Circular/Prospectus and prior to the completion of the 
Transactions (including any further amendments to the Schedule 14D-9 filed      
pursuant to Rules 14d-9 and 14e-2 under the Exchange Act) shall be deemed to be 
incorporated by reference in this Supplement and the related Offering           
Circular/Prospectus and to be a part hereof from the dates of filing of such    
documents or reports. Any statement contained in a document incorporated or     
deemed to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Supplement and the related Offering             
Circular/Prospectus to the extent that a statement contained herein or in any   
other subsequently filed document which also is or is deemed to be incorporated 
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Supplement and the related Offering                
Circular/Prospectus.                                                            

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 THIS SUPPLEMENT AND THE RELATED OFFERING CIRCULAR/PROSPECTUS INCORPORATES
DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.    
SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE  
SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY   
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS SUPPLEMENT OR THE RELATED  
OFFERING CIRCULAR/PROSPECTUS IS DELIVERED, ON WRITTEN OR ORAL REQUEST, IN THE   
CASE OF DOCUMENTS RELATING TO HOLDINGS, TO RJR NABISCO, INC., 1301 AVENUE OF THE
AMERICAS, NEW YORK, NEW YORK 10019 (TELEPHONE NUMBER (212) 258-5600), ATTENTION:
INVESTOR RELATIONS DEPARTMENT; OR, IN THE CASE OF DOCUMENTS RELATING TO BORDEN, 
TO BORDEN, INC., 180 EAST BROAD STREET, COLUMBUS, OHIO 43215 (TELEPHONE NUMBER  
(614) 225-3395), ATTENTION: DOCUMENTS MAILING DEPT. IN ORDER TO ENSURE TIMELY   
DELIVERY OF DOCUMENTS, ANY REQUEST SHOULD BE MADE NO LATER THAN FIVE DAYS PRIOR 
TO THE EXPIRATION DATE (AS HEREINAFTER DEFINED), AS IT MAY BE EXTENDED FROM TIME
TO TIME.                                                                        

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MERGER AGREEMENT AMENDMENT

   In connection with an agreement-in-principle (the "Proposed Settlement") to
settle the various legal proceedings pending in New Jersey state court, Ohio    
state court and in the United States District Court for the Southern District of
New York against Borden, KKR and their respective directors, executive officers 
and related parties described under the "The Exchange Offer--Pending Litigation"
in the Offering Circular/Prospectus and under "Recent Developments Relating to  
Certain Regulatory Approvals and Legal Matters--Recent Litigation; Proposed     
Settlement" herein, the Merger Agreement has been amended as of December 6, 1994
to provide that the Exchange Ratio will mean 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 Holdings Common Stock as reported on
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 Offer; provided that the Exchange Ratio shall not be less than
1.78125 or greater than 2.375; and provided, further, that, unless the Exchange 
Offer is extended past 12:00 Midnight, New York City time, on Friday, January   
20, 1995, the Exchange Ratio shall be 2.29146. For purposes of the Exchange     
Offer, a full trading day is a day on which the NYSE is open for trading and    
does not close prior to its scheduled closing time for such day.                

   Accordingly, unless the Exchange Offer is extended past 12:00 Midnight, New
York City time, on Friday, January 20, 1995, each Borden Share accepted by the  
Purchaser in accordance with the Exchange Offer shall be exchanged for 2.29146  
fully paid and nonassessable shares of Holdings Common Stock. Such Exchange     
Ratio is 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 NYSE Composite Tape on each of  
the ten full consecutive trading days ending on and including December 6, 1994. 
The value of 2.29146 shares of Holdings Common Stock may be more or less than   
$14.25 at any given time. The Purchaser does not currently intend to extend the 
Exchange Offer beyond December 20, 1994, although no assurance can be given that
the Exchange Offer will not be extended. Any extension of the Exchange Offer    
would be made in accordance with the provisions described under "The Exchange   
Offer--Extension of Tender Period; Termination; Amendment" in the Offering      
Circular/Prospectus.                                                            

 In connection with the change to the term Exchange Ratio discussed above,
technical changes have also been made to the Merger Agreement to clarify that   
during the period that the Exchange Ratio is fixed at 2.29146 shares, certain   
calculations based on the average of the average sales prices of Holdings Common
Stock shall not be given effect.                                                

RECENT DEVELOPMENTS RELATING TO 
CERTAIN REGULATORY APPROVALS AND LEGAL MATTERS

RECENT LITIGATION; PROPOSED SETTLEMENT                                          

As previously disclosed, on November 30, 1994, a putative class action  
captioned Petersen, et al. v. Borden, Inc., et al., Case No. 94 CIV 8648, was   
filed by purported shareholders of Borden in the United States District Court   
for the Southern District of New York against Borden, members of Borden's board 
of directors, Holdings, members of Holdings' board of directors, KKR, certain   
partners and executives of KKR, and Borden's financial advisors, Lazard Freres  
and First Boston. The complaint alleges, among other things, (1) violations of  
Sections 14(e) and 20(a) of the Exchange Act by Borden, KKR and Borden's board  
of directors; (2) violations of Section 11 of the Securities Act by Lazard      
Freres, First Boston and certain officers and directors of Holdings and partners
and executives of KKR; and (3) breach of fiduciary duty by Borden and Borden's  
board of directors, which breach of fiduciary duty allegedly was aided and      
abetted by KKR. The complaint seeks equitable relief, including, among other    
things, a preliminary injunction and declaratory relief, as well as money       
damages.                                                                        

    On December 6, 1994, the parties to the various legal proceedings pending in
New Jersey state court, Ohio state court and in the United States District Court
for the Southern District of New York                                           

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against Borden, KKR and their respective directors, executive officers and      
related parties described under the "The Exchange Offer--Pending Litigation" in 
the Offering Circular/Prospectus and in the preceding paragraph agreed to the   
Proposed Settlement pursuant to which all such legal proceedings will be        
dismissed with prejudice. The Proposed Settlement will be subject to certain    
conditions, including, among other things, court approval and certain other     
matters described herein. In addition, in connection with the Proposed          
Settlement, plaintiffs will seek court approval for reimbursement of their      
attorneys' fees and expenses in an aggregate amount of not more than $3.2       
million.                                                                        

   Merger Agreement Amendment. In connection with the Proposed Settlement, the
Merger Agreement has been amended. See "Merger Agreement Amendment" herein.     

  Conditional Commitment to Exercise Option. In connection with the Proposed
Settlement, the Partnership will commit to exercise its Option to acquire all of
the 28,138,000 shares of Borden Common Stock subject to the Option but not      
previously purchased upon the exercise thereof if the Purchaser or the          
Partnership or a direct or indirect wholly owned subsidiary of the Partnership  
acquires more than 41% of the Borden Shares in accordance with the terms and    
conditions of the Exchange Offer. If the Option is exercised and the shares of  
Holdings Common Stock received by Borden in connection with such exercise are   
sold or otherwise monetized by Borden, there can be no assurance as to the      
proceeds which Borden would receive upon such sale or other monetization. See   
"Description of Merger Agreement and Conditional Purchase/Option Agreement" in  
the Offering Circular/ Prospectus.                                              

   Commitment Regarding Independent Directors. In connection with the Proposed
Settlement, the Partnership will commit that, if Borden Shares are acquired     
pursuant to the Exchange Offer, the Partnership will cause, for so long as KKR  
and its affiliates retain majority voting control of Borden, at least two       
independent directors unaffiliated with KKR, the Common Stock Partnerships or   
Borden to be elected to the board of directors of Borden until the Merger is    
consummated.                                                                    

    Certain Other Matters in Connection with the Proposed Settlement.  Under the
Proposed Settlement, (i) certain additional disclosure has been included in     
this Supplement as requested by the plaintiffs' attorneys and (ii) the parties  
would agree that the plaintiffs' attorneys have been afforded an opportunity    
to meet with, and have met with, Lazard Freres and First Boston to make full    
and unrestricted inquiries regarding the financing of the Exchange Offer and    
the nature of the expressions of interest regarding the sale of Borden,         
including communications received from Japonica Partners described herein.      
Such meeting occurred on December 5, 1994.  In addition, the Proposed           
Settlement is fully contingent on the Purchaser consummating the Exchange Offer.

EEA MERGER REGULATION                                                           

On November 24, 1994, the European Commission issued a Decision Letter, 
pursuant to the Merger Regulation, declaring the proposed acquisition of Borden 
by an affiliate of KKR compatible with the common market and with the           
functioning of the EEA Agreement.                                               

RECENT DEVELOPMENTS RELATING TO BORDEN BACKGROUND 

 On November 30, 1994, Borden announced that it had received the following
letter from Japonica (the "Japonica November 30 letter") and that the Borden    
board of directors would consider and respond to such letter as soon as         
practicable:                                                                    

                                                               November 30, 1994

Frank J. Tasco                                                          
Director                                                                
Borden, Inc.                                                            
277 Park Avenue                                                         
New York, NY 10172                                                      

Dear Mr. Tasco:                                                         

     Japonica Partners is pleased to make the definitive proposal you have
   requested. Under our $2.4 billion proposal, Borden, Inc. shareholders would
  receive cash and securities valued at $17.00 per share, a 19% premium over
the stated value of the KKR/Lazard proposal and a 43% premium over the  
trading price on the day preceding the announcement of the KKR/Lazard   
proposal.                                                               

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      The greatest potential for an increase in shareholder wealth will come
from unleashing the value contained within the company. Shareholders who
desire to participate in Borden, Inc.'s recovery will be provided the   
opportunity to do so through a tax advantaged transaction in which a    
substantial portion of the consideration would be realized without the  
recognition of gain. Our proposal provides the resources for those      
shareholders wishing to divest their common equity investment in Borden,
Inc. at $17.00 per share (a minority in our view).                      

Shareholders Participate in Borden, Inc.'s Recovery                     

        Borden, Inc. would spin off its packaged foods division ("Borden Foods")
   and dairy business ("Borden Nutrition") through a stock dividend consisting
   of one share each of Borden Foods and Borden Nutrition per share of Borden,
   Inc. As a result, continuing shareholders of Borden, Inc. would have shares
of three independent public companies with an aggregate initial value of
$17.00 per share (see the two attached comparisons of the values in our 
  proposal with the KKR/Lazard proposal). We believe that the value of these
 shares will increase to between $22.00 and $25.00 per share, based on our
earnings projections for 1995 of $1.41 per share and $2.03 per share for
 1996 (see attached EPS chart). We are confident that these results can be
  achieved through effective execution of 1990's business practices, such as
best in class use of Efficient Consumer Response, a refocus of company  
   resources towards value-added products and a movement away from the current
commodity mentality.                                                    

Shareholders Desiring to Divest their Common Equity Positions           

     Concurrent with the spin-off, Japonica is prepared to make an initial
cash investment of $430 million to purchase common equity. This cash,   
 together with an additional $240 million in Borden, Inc. preferred stock,
 priced to trade at par, would be used to repurchase 30% of Borden, Inc.'s
currently outstanding shares at $17.00 a share.                         

     For our $430 million investment, Japonica would receive shares in the
    three public companies in varying percentages, priced on the same basis used
  for the valuation to Borden, Inc. shareholders (an aggregate of $17.00 per
   share). The allocation of Japonica's investment will be weighted toward the
units requiring the greatest turnaround. Japonica would also receive    
  warrants to acquire 10% of Borden, Inc. at an exercise price of $17.00 per
    share, i.e., an incentive comparable to that which was to be provided to RJR
Nabisco in the agreement in principle relating to its proposed equity   
infusion which was subsequently withdrawn unilaterally by RJR/KKR.      

Continued Control by Borden, Inc. Shareholders                          

        Consistent with Japonica's philosophy of responsiveness to the interests
    of shareholders, Japonica's representation on the boards of Borden, Inc. and
 its constituent companies will be in appropriate proportion to its equity
   ownership in each company. Recommendations for additional directors will be
actively solicited from shareholders. Japonica Partners' willingness to 
limit the extent of its control is in response to the desire of Borden, 
  Inc.'s shareholders to continue to possess the potential to participate in
control premiums realized from a future change in control once the basic
shareholder values are restored.                                        

 As should be obvious, the bulk of the $2.4 billion comes from the
recovery opportunities of the three separate public companies. Our      
   relatively modest initial equity investment is intended to accommodate what
we believe to be current shareholders' desire to share in Borden, Inc.'s
recovery. While Japonica's ownership is smaller than our historical     
investments, it is a reflection of appropriate financing for the 1990's.
Accordingly, we do not anticipate excessively leveraging our investment.

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Next Steps                                                              

       We wish to meet with the Board of Directors in New York on December 6th
 after the close of the market. We are making arrangements for appropriate
 facilities. At this meeting, we would be prepared to respond to questions
   you may have as to our proposal. In order to assure appropriate shareholder
 input at this meeting, we would suggest that representatives of your more
substantial institutional shareholders be invited to participate.       

        We believe that your fiduciary duties as directors mandate that you take
    steps to provide Borden, Inc. shareholders with a fair opportunity to select
   between our proposal and the KKR/Lazard proposal. Toward that end, we would
urge you to call a special meeting of Borden, Inc. shareholders. As you 
    know, Borden, Inc. shareholders holding 10% of Borden, Inc.'s stock have the
   right under New Jersey law to petition a New Jersey court to call a special
   meeting of shareholders. The ability to call a special meeting is also held
by you, individually, as Chairman of the Board, and by Ervin Shames, as 
Chief Executive Officer who abstained from the vote on the KKR/Lazard   
  proposal. If the board would prefer that shareholders act independently to
   call a meeting, we are willing to consider providing appropriate assistance
to facilitate such a meeting.                                           

     We are firmly convinced that after you have reviewed our proposal and
  met with us, the board may wish to withdraw its recommendation in favor of
 the KKR-Lazard proposal, and allow shareholders to decide between the two
 transactions in a non-coercive manner. We look forward to our discussions
   and to our role in enhancing shareholder value as a proactive white knight.

                                  Sincerely,

                                             /s/ JAPONICA PARTNERS

                                         JAPONICA PARTNERS

cc: Board of Directors                                                  

    On December 1, 1994, the Borden board met and reviewed the Japonica November
30 letter. Following the conclusion of such meeting, on behalf of the Borden    
board, a letter was sent to Japonica. This letter advised Japonica that the     
Borden board's objective is to maximize the value of Borden for its shareholders
and to do so the Borden board will pursue whatever transaction the Borden board 
believes most likely to achieve its objective. The Borden board's letter also   
noted that the Japonica November 30, 1994 letter is silent on many important    
details, given the complex nature of the transactions it describes. Therefore,  
in view of the time factors involved in the transaction involving the Common    
Stock Partnerships and the Japonica proposal, the Borden board requested that   
Japonica meet with the Borden board's representatives on Sunday, December 4,    
1994, noting that one of the Borden board's independent directors would chair   
the meeting on the Borden board's behalf. The Borden board's letter stated that 
the purpose of the meeting would be to obtain detailed information about        
Japonica's plans in order to assist the Borden board in its consideration of the
proposal set forth in the Japonica November 30 letter. In this connection, the  
Borden board's letter requested that Japonica provide the Borden board with     
detailed information on a number of fundamental questions raised in its review  
of the Japonica November 30 letter, including: how Japonica would cause all of  
Borden's shares to be worth $17 in the near future, the basis for and           
assumptions underlying the per share earnings forecasts of the Japonica plan    
which, notwithstanding preferred stock charges, are at levels more than double  
estimates by Borden's management; how Japonica intended to deal with legal      
issues such as fraudulent conveyance and illegal dividends for its proposed     
spin-offs; how Japonica would handle Borden's debt that would become prepayable 
as a result of the split up of Borden proposed by Japonica; the sources of      
Japonica's financing and any material contingencies thereto; the dividend rate  
and other terms required to cause the preferred stock to be issued under the    
Japonica plan to trade at par; and the time period                              

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EX-8 10th Page of 14 TOC 1st Previous Next ↓Bottom Just 10th
necessary to implement the contemplated transactions (including obtaining       
assurances as to the tax-free status thereof) and how Japonica would propose to 
protect Borden shareholders against possible adverse developments in the interim
period. The Borden board's letter noted that its questions were not intended to 
limit the discussion at the meeting but merely to give guidance to Japonica in  
preparing for the meeting and that Japonica was invited to present whatever     
other information it wished. The Borden board's letter concluded by requesting  
confirmation that Japonica would be willing to meet on December 4, 1994, noting 
that if the date was not convenient for Japonica, the Borden board will make    
every effort to schedule something more convenient; the letter also requested   
that if Japonica was unable to meet on such date, that Japonica provide the     
Borden board with a written response to the Borden board's questions on or      
before such date. Following the delivery of the Borden board's letter to        
Japonica, it was publicly reported that a Japonica spokesman had stated that    
Japonica would respond to the Borden board's request as soon as practicable.    

After the close of business on December 2, 1994, on behalf of the Borden
board, a letter was sent to Japonica canceling the meeting scheduled by the     
Borden board for December 4, 1994 in response to the Japonica November 30, 1994 
Letter. The meeting was cancelled after Borden received no confirmation from    
Japonica that it would attend the scheduled meeting, and after a telephone call 
seeking such confirmation was not returned.                                     

  On December 4, 1994, a letter dated December 3, 1994 was sent to Borden by
Japonica. Among other matters, the Japonica letter requested that the Borden    
board attend a meeting Japonica had scheduled on December 6, 1994 at a public   
hotel room in New York. In its letter, Japonica also stated that it was prepared
to discuss modifications to its proposal that would further enhance shareholder 
value.                                                                          

On December 4, 1994, on behalf of the Borden board, a letter was sent to
Japonica responding to Japonica's December 3 letter. In the Borden board's      
letter, the Borden board agreed to a meeting on December 6, 1994 at Borden's New
York office and requested confirmation from Japonica by 4:00 p.m. on December 5,
1994 that it would attend the scheduled meeting. The letter stated that Japonica
was welcome to bring representatives of its financing sources, if any, to the   
meeting, but that Borden did not expect others to attend. The Borden board's    
letter also continued to request written responses to the questions contained in
the Borden board's December 1 letter, which it had still not received.          

On December 5, 1994, letters were sent to the Chairman of the Board of  
Borden by Japonica and to Borden's Chief Executive Officer by Mr. Kazarian of   
Japonica. Similar letters may have been sent to other directors. Among other    
matters, these letters sought to confirm a public meeting Mr. Kazarian had      
called on December 6, 1994.                                                     

    On December 5, 1994, after Borden received no response to the letter sent to
Japonica on December 4, 1994, the Borden board met to consider further the      
November 30, 1994 letter from Japonica. The Borden board determined that it had 
gone out of its way to give Japonica an opportunity to address the Borden       
board's concerns in a businesslike and professional manner. Based upon          
Japonica's conduct, the Borden board concluded that Japonica did not have       
acceptable answers to the Borden board's questions, although it expressed a     
willingness to consider any additional information that Japonica might provide. 
Accordingly, after consultation with Borden's management and financial and legal
advisors, the Borden board concluded that Japonica's November 30, 1994 letter   
did not present an attractive alternative to the transactions contemplated by   
the Merger Agreement. This determination and the reasons therefor were          
summarized in a letter to Japonica which is set forth below.                    

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                                                                December 5, 1994

Japonica Partners                                                       
30 Kennedy Plaza                                                        
Providence, RI 02903                                                    

Attention: Mr. Paul Kazarian                                            

Gentlemen:                                                              

     The Borden Board of Directors has concluded for the reasons described
below that your November 30, 1994 letter does not present an attractive 
    alternative to the Whitehall transaction and that your claims in that letter
are not realistic or credible.                                          

      Based upon our in-depth knowledge of Borden, including our analysis of
   various restructuring alternatives over the last 18 months, the information
  you have provided, and after consultation with Borden's management and our
financial and legal advisors, the Board:                                

          . Does not believe that you could cause Borden's common shares to be
           worth $17 in the near future. In this regard, we note that you do
             not contemplate injecting equity into Borden and that your proposal
will increase the Company's fixed charges.            

        . Considers as unrealistic your earnings per share forecasts which
     for most years are more than double management's estimates.

          . Considers that your proposed spin-offs would likely entail serious
            legal issues involving fraudulent conveyance and illegal dividends
     and believes it is far from clear that the spin-offs can be
accomplished on a tax-free basis.                     

      . Has serious doubts that you will be able to obtain consents or
             refinancing for the at least $1.4 billion of debt that would become
         due as a result of the implementation of your proposal. In this
          regard, we note that the Board considers that Borden already has
        too much debt and that your proposal will further increase the
Company's leverage.                                   

     . Believes that if you had committed financing without material
            contingencies for the transactions you contemplate, you would have
provided the Board with some evidence thereof.        

          . Believes that the preferred stock to be exchanged for common stock
          pursuant to your proposal would require a high dividend rate and
             other restrictive terms in order to trade at par, causing a further
burden to the Company.                                

        . Believes that it would take at least six months to implement the
            transactions contemplated by your proposal and possibly longer and
         notes your proposal does not protect Borden or its shareholders
          against any possible adverse developments in the interim period.

       We have gone out of our way to give you the opportunity to address with
 us in a businesslike and professional atmosphere the concerns that led to
    the conclusions set forth above. You have declined to attend two meetings we
have scheduled for that purpose or to provide written responses to our  
  questions. These failures follow your refusal several months ago to accept
    our offer to provide you confidential Borden information on customary terms.
    We conclude that you have no acceptable answers to the fundamental issues we
have raised and prefer to engage in publicity-seeking rather than       
substantive dialogue.                                                   

        As we have advised you, our objective is to maximize the value of Borden
for its shareholders, and we will pursue whatever transaction we believe
most likely to achieve our objective. If you                            

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EX-8 12th Page of 14 TOC 1st Previous Next ↓Bottom Just 12th
choose to provide us with additional information about your proposal, we
will review it in light of this objective.                              

                                   On behalf of the Board of
                    Directors,

                            /s/ Frank J. Tasco

                        Frank J. Tasco
                  Chairman

Following the delivery of the foregoing letter, several members of the  
Borden board received telephone calls from a Japonica representative inviting   
them to the public meeting scheduled by Japonica for December 6, 1994. The      
Borden board declined to attend. The full text of the foregoing correspondence  
between Japonica and Borden has been filed as exhibits to Borden's Schedule     
14D-9, as amended.                                                              

At its board of directors' meeting on December 5, 1994, the Borden board
approved, subject to reaching a satisfactory agreement-in-principle, the form of
the December 6, 1994 amendment to the Merger Agreement and the proposed         
settlement of the pending litigation described above under "Merger Agreement    
Amendment" and "Recent Developments Relating to Certain Regulatory Approvals and
Legal Matters--Recent Litigation; Proposed Settlement," respectively. On        
December 6, 1994, agreement-in-principle was reached with respect to the        
Proposed Settlement and the amendment to the Merger Agreement was entered into  
as of that date.                                                                

    On December 6, 1994, Japonica Partners held its public meeting, which Borden
did not attend. Following the meeting, Japonica released the following letter to
the press:                                                                      

                                                                December 6, 1994

Mr. Frank Tasco                                                         
Chairman                                                                
Borden, Inc.                                                            
277 Park Avenue                                                         
New York, NY 10172                                                      
Dear Mr. Tasco:                                                         

    Despite your refusal to obtain first-hand responses to questions you
   have raised and despite your unwillingness to thereby avail yourself of the
opportunity to follow-on discussions, we are submitting the following   
   modifications to our proposal. We believe these modifications both increase
    the attractiveness of the proposal to Borden shareholders and satisfy points
that you have raised.                                                   

       We remain willing to address any concerns in a fair and open forum. You
shouldn't be reluctant to obtain information that could substantially   
enhance shareholder value, nor should you allow your advisors to ask and
   answer their own questions without challenge. Such actions are inconsistent
  with shareholder democracy and the inclusive process by which corporations
should be governed.                                                     

       Pursuant to your request for written information on Japonica's proposed
Plan improvements to its November 30th proposal, please accept the      
following:                                                              

     Point One: Increase our Investment in Borden to $660 million. We will
 inject an additional $230 million cash into Borden to relieve the current
  concerns regarding the Company's financial profile at the $17.00 per share
    market valuation. The $230 million additional Japonica investment will be on
   terms that should have a positive impact on the Company's credit rating. We
   anticipate this will be in the form of convertible securities with a market
 rate (which we believe to be approximately 6 percent for preferred stock)
convertible into common equity at a premium of                          

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EX-8 13th Page of 14 TOC 1st Previous Next ↓Bottom Just 13th
    approximately 20 percent to the underlying common stock, and with the Borden
   common stock trading at $13.625, a 20 percent premium equals almost $17 per
share.                                                                  

     The Convertible Securities will be in the form of Pay-in-Kind ("PIK")
preferred stock but the Company will have the option to exchange the    
   preferred shares for debt depending on its tax position. Because of the PIK
    provision, the Company will not be obliged to pay cash dividends or interest
but could if it wishes make the payments in securities at a 10 percent  
coupon rate.                                                            

 Point Two: $430 million Stock Purchase Via Tender Offer. The $430
 million stock purchased for $17.00 per share contemplated by our original
    proposal would be made by Japonica directly either in the open market or via
a tender offer at the Company's option.                                 

        This should result in substantial improvement in timing in the execution
of the proposal and should alleviate expressed concerns about the share 
repurchase.                                                             

    Point Three: Eliminate the Preferred to be Exchanged for Common. The
    $230 million of preferred stock to be exchanged for common was eliminated to
   remove any obstacles the Company's advisors may have in connection with the
Japonica Proposal and to eliminate any concerns over trading values,    
additional fixed charges, or increased debt levels.                     

The proceeds of our increased investment could be available for 
corporate purposes or securities repurchases as the situation merits.   

Point Four: Change in Board Composition. In connection with this
increased investment, we would be willing to allow all the current Board
  members to withdraw and be replaced by directors to be designated by major
  institutional shareholders. Our assumption is that all directors will wish
   to withdraw. Japonica would have board representation equal to its economic
investment.                                                             

     Point Five: Other. Given our increased investment, we are required to
increase the level of $17.00 warrants to 20 percent. Also, the revised  
  structure will require transaction fees of approximately 40 percent of the
fees approved in connection with the KKR offer.                         

       We look forward to maximizing Borden's shareholder value as a proactive
white knight. Our proposal is made pursuant to your on-going request.   

                       Respectfully,
                               /s/ Japonica Partners

                           JAPONICA PARTNERS

 The Borden board has not yet reviewed Japonica's December 6, 1994 letter.
The Japonica letter does not address in meaningful detail the fundamental       
questions raised by the Borden board in its December 1 letter. Reports of       
Japonica's December 6 meeting suggest that these issues were not discussed in   
meaningful detail at such meeting. The Japonica December 6 letter also states   
that Japonica will require double the number of warrants contained in its       
November 30 letter and 40% of the fees approved in connection with the Whitehall
transaction, while in its November 30 letter Japonica said that its proposed    
transaction would have nominal fees. In addition, Japonica has not provided     
Borden with any additional evidence of financing sources or additional          
information with respect to the legal and tax issues involved in the spin-offs  
proposed by Japonica. The Borden board will review the Japonica letter and any  
additional information provided by Japonica.                                    

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EX-8 Last Page of 14 TOC 1st Previous Next ↓Bottom Just 14th
  Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Borden  
Shares and/or Rights and any other required documents should be sent or         
delivered by each shareholder of Borden or his broker, dealer, commercial bank, 
trust company or other nominee to the Exchange Agent as follows:                
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        

    Any questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses 
listed below. Additional copies of this Supplement, the Offering                
Circular/Prospectus, the Letter of Transmittal and the Notice of Guaranteed     
Delivery may also be obtained from the Information Agent. You may also contact  
your broker, dealer, commercial bank or trust company for assistance concerning 
the Exchange Offer.                                                             

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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	1/20/95	1	6
	12/20/94	1	6	SC 13D/A, SC 14D1/A, SC 14D9/A
Filed on:	12/8/94			SC 14D1/A, SC 14D9/A
	12/7/94	1		SC 14D1/A
	12/6/94	1	13	SC 14D9/A
	12/5/94	4	12	SC 14D9/A
	12/4/94	9	10
	12/3/94	10
	12/2/94	4	10	SC 14D1/A, SC 14D9/A
	12/1/94	4	9	SC 14D9/A
	11/30/94	6	11
	11/24/94	7
	11/22/94	1	4	SC 14D1, SC 14D9
	11/15/94	1
	10/5/94	4		8-K
	9/30/94	4		10-Q, 10-Q/A
	9/23/94	1
	9/12/94	4		8-K
	9/11/94	4
	6/30/94	4		10-Q, 10-Q/A
	4/27/94	4
	3/31/94	4		10-K, 10-Q
	3/21/94	4
	1/5/94	4		8-K
	12/31/93	4		10-K
	12/31/92	4
				List all Filings

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Filing Submission 0000950112-94-003103 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Borden Acquisition Corp, et al. – ‘SC 13D/A’ on 12/8/94 re: Momentive Specialty Chemicals Inc. – EX-8

As of: Thursday, 12/8/94 · Accession #: 950112-94-3103 · File #: 5-33265

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

EX-8 — Opinion re: Tax MattersExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

EX-8 — Opinion re: Tax Matters
Exhibit Table of Contents