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Momentive Specialty Chemicals Inc. – ‘10-Q’ for 6/30/94

As of: Friday, 8/12/94 · For: 6/30/94 · Accession #: 950152-94-825 · File #: 1-00071

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

 8/12/94  Momentive Specialty Chemicals Inc 10-Q        6/30/94    5:47K                                    Bowne BCL/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Borden 10-Q                                           13     61K 
 2: EX-10.I     Borden Exhibit                                         1      6K 
 3: EX-10.II    Borden Exhibit                                         5     23K 
 4: EX-10.III   Borden Exhibit                                         3     13K 
 5: EX-10.IV    Borden Exhibit                                         1      8K

10-Q — Borden 10-Q
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Submission of Matters to A Vote of Security-Holders
1	1st Page - Filing Submission
8	Item 2:. Management's Discussion and Analysis of Financial Condition and Results of Operations
10	Item 3:. Legal Proceedings
12	Item 4:. Submission of Matters to A Vote of Security-Holders
"	Item 6:. Exhibits and Reports on Form 8-K

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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON D. C.  20549 

FORM 10-Q 

X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES    
---    EXCHANGE ACT OF 1934                                                   

For the quarterly period ended                  June 30, 1994                   
                           ---------------------------------------------

Commission file number                              1-71                        
                   -----------------------------------------------------

BORDEN, INC.  

      New Jersey                                  13-0511250
-------------------------------------------           -----------------------   
(State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                    Identification No.)

180 East Broad Street, Columbus, OH  43215  
--------------------------------------------------------------- 
(Address of principal executive offices)  

(614) 225-4000  
--------------------------------------------------------------- 
(Registrant's telephone number, including area code)  

Not Applicable  
--------------------------------------------------------------- 

(Former name, former address and former fiscal year,  
if changed since last report.)  

Indicate by check mark whether the registrant (1) has filed all reports         
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of  
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports) and (2) has been subject to such  
filing requirements for the past 90 days.                                       
Yes  X   No                                                                     
---     ---                                                             
Number of shares of common stock, $0.625 par value, outstanding as of the close 
of business on July 22, 1994: 141,424,181                                       

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)                                                                          

BORDEN, INC                                                                                                            


                                                                                         Three Months Ended            
                                                                                               June 30                 
                                                                                 --------------------------------------
(In millions except per share data)                                                1994                    1993        
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
REVENUE         Net sales                                                        $1,369.3                $1,352.5      

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

COSTS AND       Cost of goods sold                                                1,043.3                   997.4      
EXPENSES        Marketing, general and administrative                                                                  
                 expenses                                                           268.4                   259.4      
                Interest expense                                                     29.8                    31.8      
                Equity in income of affiliates                                       (2.6)                   (2.5)     
                Minority interest                                                    10.0                    10.0      
                Other (income) and expense, net                                       1.9                     9.6      
                Income taxes                                                          7.4                    16.3      
                                                                                 --------                --------      
                                                                                  1,358.2                 1,322.0      
                                                                                 --------                --------      
-----------------------------------------------------------------------------------------------------------------------

EARNINGS        Income from continuing operations                                    11.1                    30.5      
                Loss from discontinued operations                                                           (12.0)     
                                                                                 --------                --------      
                Net income                                                       $   11.1                $   18.5      
                                                                                 ========                ========      

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

SHARE DATA      Income from continuing operations                                $   0.08                $   0.22      
                Loss from discontinued operations                                                           (0.09)     
                                                                                 --------                --------      
                Net income per common share                                      $   0.08                $   0.13      
                                                                                 ========                ========      

                Cash dividends paid per common share                             $  0.075                $  0.300      
                Average number of common shares                                                                        
                 outstanding during the period                                      141.5                   140.9      

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

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)                                                                       


BORDEN, INC.                                                                                                        
                                                                                         Six Months Ended           
                                                                                              June 30               
                                                                                 -----------------------------------
(In millions except per share data)                                                1994                     1993    
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
REVENUE         Net sales                                                        $2,642.0                $2,650.1   

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

COSTS AND       Cost of goods sold                                                1,998.0                 1,943.9   
EXPENSES        Marketing, general and administrative                                                               
                 expenses                                                           525.7                   499.3   
                Interest expense                                                     57.6                    62.3   
                Equity in income of affiliates                                       (4.9)                   (6.3)  
                Minority interest                                                    19.2                    20.2   
                Other (income) and expense, net                                      18.2                    18.2   
                Income taxes                                                         11.3                    38.3   
                                                                                 --------                --------   
                                                                                  2,625.1                 2,575.9   
                                                                                 --------                --------   

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

EARNINGS        Income from continuing operations                                    16.9                    74.2   
                Loss from discontinued operations                                                           (28.5)  
                                                                                 --------                --------   
                Income before cumulative effect of                                                                  
                 accounting changes                                                  16.9                    45.7   
                Cumulative effect of change in                                                                      
                 accounting for postemployment                                                                      
                 benefits                                                                                   (18.0)  
                                                                                 --------                --------   
                Net income                                                       $   16.9                $   27.7   
                                                                                 ========                ========   

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

SHARE DATA      Income from continuing operations                                $   0.12                $   0.53   
                Loss from discontinued operations                                                           (0.20)  
                                                                                 --------                --------   
                Income before cumulative effect of                                                                  
                 accounting changes                                                  0.12                    0.33   
                Cumulative effect of change in                                                                      
                 accounting for postemployment                                                                      
                 benefits                                                                                   (0.13)  
                                                                                 --------                --------   
                Net income per common share                                      $   0.12                $   0.20   
                                                                                 ========                ========   

                Cash dividends paid per common share                             $  0.150                $  0.600   
                Average number of common shares                                                                     
                 outstanding during the period                                      141.5                   140.8   

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

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                                                                  


BORDEN, INC.                                                                                                       
                                                                                           Six Months Ended        
                                                                                               June 30             
                                                                                     ------------------------------
(In millions)                                                                           1994              1993     
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
CASH FLOWS                                                                                                         
FROM OPERATING        Cash flows from operations                                     $  19.1            $ (30.4)   
ACTIVITIES                                                                           -------            -------    

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

CASH FLOWS            Capital expenditures                                             (60.5)             (79.0)   
FROM                  Divestiture of businesses                                         87.3               16.7    
INVESTING                                                                            -------            -------    
ACTIVITIES                                                                              26.8              (62.3)   
                                                                                     -------            -------    

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

CASH FLOWS            Increase (decrease) in short-term debt                           203.1             (130.7)   
FROM                  Reduction in long-term debt                                      (77.2)             (41.4)   
FINANCING             Long-term debt financing                                          18.2              262.5    
ACTIVITIES            Repurchase of receivables                                       (150.0)                      
                      Dividends paid                                                   (21.2)             (84.4)   
                      Other                                                               .9                6.6    
                                                                                     -------            -------    
                                                                                       (26.2)              12.6    
                                                                                     -------            -------    

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

                      Increase (decrease) in cash and equivalents                       19.7              (80.1)   
                      Cash and equivalents at beginning                                                            
                       of period                                                       100.3              186.0    
                                                                                     -------            -------    
                      Cash and equivalents at end                                                                  
                       of period                                                     $ 120.0            $ 105.9    
                                                                                     =======            =======    

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

SUPPLEMENTAL          Interest paid                                                  $  39.7            $  51.8    
DISCLOSURES           Income taxes paid                                                (11.3)              16.6    
OF CASH FLOW                                                                                                       
INFORMATION                                                                                                        

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

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CONSOLIDATED BALANCE SHEETS (UNAUDITED)                                                                                 

BORDEN, INC.                                                                                                            

(In millions)                                                                                                           


                                                                                   June 30               December 31    
                                                                                 -----------             -----------    
ASSETS                                                                              1994                     1993       
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
CURRENT       Cash and equivalents                                               $  120.0                  $  100.3     
ASSETS        Accounts receivable (less allowance                                                                       
               for doubtful accounts of $12.5 and                                                                       
               $8.9 respectively)                                                   460.6                     334.7     
              Inventories:                                                                                              
               Finished and in-process goods                                        372.4                     319.4     
               Raw materials and supplies                                           168.8                     171.0     
              Other current assets                                                  155.0                     142.6     
              Net assets of discontinued operations                                 192.2                     222.2     
                                                                                 --------                  --------     
                                                                                  1,469.0                   1,290.2     
                                                                                 --------                  --------     

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

INVESTMENTS   Investments in and advances to                                                                            
AND OTHER      affiliated companies                                                  94.1                      91.3     
ASSETS        Deferred income taxes                                                 236.8                     225.4     
              Other assets                                                          128.1                     126.6     
                                                                                 --------                  --------     
                                                                                    459.0                     443.3     
                                                                                 --------                  --------     

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

PROPERTY      Land                                                                  104.7                     105.5     
AND           Buildings                                                             606.5                     609.6     
EQUIPMENT     Machinery and equipment                                             1,955.3                   1,949.3     
                                                                                 --------                  --------     
                                                                                  2,666.5                   2,664.4     
              Less accumulated depreciation                                      (1,328.6)                 (1,327.7)    
                                                                                 --------                ----------     
                                                                                  1,337.9                   1,336.7     
                                                                                 --------                ----------     

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

INTANGIBLES   Intangibles resulting from                                                                                
               business acquisitions                                                790.0                     801.5     
                                                                                 --------                  --------     

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

                                                                                 $4,055.9                  $3,871.7     
                                                                                 ========                  ========     

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CONSOLIDATED BALANCE SHEETS (UNAUDITED)                                                                           

BORDEN, INC.                                                                                                      

(In millions except share and per share data)                                                                     


                                                                                   June 30             December 31
                                                                                 -----------           -----------
LIABILITIES AND SHAREHOLDERS' EQUITY                                                1994                   1993   
----------------------------------------------------------------------------------------------------------------- 
                                                                                                                  
CURRENT        Debt payable within one year                                       $  558.9               $  410.6 
LIABILITIES    Accounts and drafts payable                                           466.2                  433.3 
               Restructuring reserve                                                 110.7                  145.9 
               Income taxes                                                           30.9                   56.5 
               Other current liabilities                                             361.6                  325.2 
                                                                                  --------               -------- 
                                                                                   1,528.3                1,371.5 
                                                                                  --------               -------- 

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

OTHER          Long-term debt                                                      1,243.8                1,240.8 
               Deferred income taxes                                                  60.4                   47.1 
               Postretirement benefit obligations                                    353.4                  353.8 
               Other long-term liabilities                                           103.9                  103.8 
               Minority interest                                                     508.6                  508.8 
                                                                                  --------               -------- 
                                                                                   2,270.1                2,254.3 
                                                                                  --------               -------- 

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

SHAREHOLDERS' Common stock - $0.625 par value                                                                     
EQUITY          Authorized 480,000,000 shares                                                                     
                Issued 194,983,374 shares                                            121.9                  121.9 
               Paid in capital                                                        88.3                   88.1 
               Accumulated translation adjustment                                   (156.1)                (171.1)
               Minimum pension liability                                             (95.5)                 (95.5)
               Retained earnings                                                     830.8                  835.1 
                                                                                  --------               -------- 
                                                                                     789.4                  778.5 
               Less common stock in treasury (at                                                                  
                cost) - 53,561,979 shares and                                                                     
                53,625,339 shares, respectively                                     (531.9)                (532.6)
                                                                                  --------               -------- 
                                                                                     257.5                  245.9 
                                                                                  --------               -------- 

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

                                                                                  $4,055.9               $3,871.7 
                                                                                  ========               ======== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(dollars in millions except per share amounts)

1.   INTERIM FINANCIAL STATEMENTS                                               

The accompanying unaudited interim consolidated financial statements  
   contain all adjustments, consisting only of normal recurring adjustments,
  which in the opinion of management are necessary for a fair statement of
   the results for the interim periods.  Results for the interim periods are
not necessarily indicative of results for the full years.             

2.   DISCONTINUED OPERATIONS                                                    

 In December 1993 the Company recorded a pretax charge of $637.4, $490.0
    after tax, to accrue the estimated cost of a business divestiture program.

The program involves the divestment of North American snacks, seafood,
jams and jellies, foodservice, and other businesses.                  

 The estimated cost of the program includes loss on disposals, operating
losses from December 31, 1993 to date of disposal, severance and other
costs directly associated with the program.                           

Businesses divested as of June 30, 1994, which include seafood and    
 foodservice, generated proceeds of $87.3.  Pretax losses on disposal of
$284.8 and pretax operating losses, severance and other costs of $53.0
    have been charged to the reserve as of June 30, 1994.  Total program costs
 incurred through June 30, 1994 are in line with the original estimates.

Management believes that the sale or closure of the discontinued      
operations will be substantially complete by the end of 1994 or early 
1995.                                                                 

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PART I FINANCIAL INFORMATION
----------------------------

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                         

RESULTS OF OPERATIONS                                                           

QUARTER ENDED JUNE 30, 1994 VERSUS QUARTER ENDED JUNE 30, 1993                  

Net sales from continuing operations for the quarter ended June 30, 1994        
increased 1.3% to $1.37 billion from $1.35 billion in 1993.  The 1994 second    
quarter net income of $11.1 million, or $0.08 per share, which includes only    
continuing operations, compares with restated income from continuing operations 
of $30.5 million, or $0.22 per share, in 1993.  Restated net income for the     
second quarter of 1993 was $18.5 million, or $0.13 per share, which includes a  
$12.0 million loss from discontinued operations.  Division operating income in  
second quarter 1994 decreased 34.1% to $64.0 million from $97.1 million in      
1993.                                                                           

North American Foods sales decreased 0.9% to $622.6 million from $628.2 million 
in 1993 primarily as a result of 1993 divestitures and a slight decline in      
niche grocery sales, partially offset by a slight increase in pasta product     
sales.  The division recorded an operating loss of $0.6 million compared to     
operating income of $26.1 million in 1993.  Margins on dairy and pasta product  
sales were adversely affected by high commodity costs for raw milk and durum    
wheat and from competitive pressures that inhibited increases in product        
selling prices.                                                                 

International Foods sales increased 6.4% to $241.1 million from $226.6 million  
in 1993.  The increase reflects improvements by the KLIM milk powder export     
business, milk powder and cheese in Colombia, and food operations in Puerto     
Rico.  Operating income was $19.4 million in 1994, unchanged from 1993.  Income 
improvements in Puerto Rican operations and European grocery and pasta were     
offset by declines in the European bakery business and Latin American           
operations.                                                                     

Packaging and Industrial Products sales increased 1.6% to $505.7 million from   
$497.6 million in 1993.  Increases in worldwide resins and domestic             
wallcoverings and plastic operations were substantially offset by declines in   
Latin American operations and the 1993 divestiture of a European packaging      
operation.  Operating income decreased 12.4% to $45.1 million from $51.5        
million in 1993.  A decline in European packaging results and a $6.0 million    
provision for anticipated environmental liabilities were partially offset by    
improvements in worldwide resins and income contribution from Borden Chemicals  
and Plastics Limited Partnership.                                               

Net sales of discontinued operations decreased 14.0% to $262.0 million from     
$304.6 million in 1993 primarily as a result of the sale of the foodservice     
operation and declines in North American snacks.  The net loss from             
discontinued operations was $10.9 million in 1994 compared to a net loss of     
$12.0 million in 1993.  The net loss has been charged against the reserve for   
loss on discontinued operations.  The 1994 loss is in line with the estimates   
made to establish the reserve.                                                  

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SIX MONTHS ENDED JUNE 30, 1994 VERSUS SIX MONTHS ENDED JUNE 30, 1993            

Net sales from continuing operations for the six months ended June 30, 1994     
decreased 0.3% to $2.64 billion from $2.65 billion in 1993.  Net income of      
$16.9 million, or $0.12 per share, which includes only continuing operations,   
compares with restated income from continuing operations of $74.2 million, or   
$0.53 per share, in 1993.  Restated net income for the first six months of 1993 
was $27.7 million which includes a $28.5 million loss from discontinued         
operations and an $18.0 million charge for the cumulative effect of an          
accounting change.  Division operating income decreased 42.9% to $119.9 million 
from $210.0 million in 1993.                                                    

Generally the explanations previously discussed for the quarter ended June 30,  
1994 also apply to the six month period ended June 30, 1994.                    

OUTLOOK FOR THE REMAINDER OF 1994                                               

Margins in the second half of the year are expected to benefit from recent      
downturns in commodity costs, seasonal increases in niche grocery and other     
businesses, and the effects of cost reduction programs.  However, based on      
results through June, which include a considerable loss in Dairy,  earlier      
expectations of earnings for the year will not be realized.  The Company's      
progress on the plan to date is being reviewed and any changes to the plan that 
are deemed necessary will be made promptly.                                     

LIQUIDITY AND CAPITAL RESOURCES                                                 

Cash provided from operating activities during the first six months of 1994 was 
$19.1 million compared to cash used in operating activities of $30.4 million    
for the first six months of 1993.  The increase in operating cash flows         
reflects income tax refunds in 1994 and reduced working capital requirements.   

Capital expenditures for new facilities and improvements to existing facilities 
were $60.5 million in 1994 compared to $79.0 million in 1993.  Capital spending 
in 1994 reflects tight cash conservation and the effect of discontinued         
operations.                                                                     

Cash provided by the divestiture of businesses was $87.3 million in 1994 and    
$16.7 million in 1993.  The 1994 proceeds reflect sale of the foodservice and   
seafood businesses which were divested under the Company's previously announced 
divestiture program.  Subsequent to June 30, 1994 the Company has generated     
additional proceeds of $77.3 million primarily from sale of jams and jellies    
and the ice cream business in Japan.  Divestitures in 1993 consisted of Laura   
Scudder Snacks, Southwest Snacks, and Deran Candy Products.                     

Short term debt increased $203.1 million in 1994 compared to a decrease of      
$130.7 million in 1993.  A portion of the 1994 increase is due to lower sales   
of accounts receivable.  The decrease in 1993 reflects repayment of commercial  
paper with proceeds of long-term debt financing discussed below.                

The 1993 long-term debt financing includes proceeds from a $250.0 million       
issuance of 30-year, 7 7/8% debentures.                                         

In July the Company accepted a commitment from Citibank and Credit Suisse for a 
$1.4 billion, 2-1/2 year credit facility.  The facility will be used as back up 
for commercial paper borrowings and will replace a revolving facility that      
expires in September and other backup credit facilities, as well as to enable   
consolidation of other financings in place and provide for the normal financial 
requirements of the business.                                                   

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PART II OTHER INFORMATION 
------------------------- 

Item 3:  LEGAL PROCEEDINGS                                                      

ENVIRONMENTAL PROCEEDINGS                                                       
-------------------------                                                       
The Company has been notified that it is or may be a potentially responsible    
party with respect to the cleanup of certain waste sites (currently             
approximately 47 in number) in proceedings brought under the Comprehensive      
Environmental Response, Compensation and Liability Act ("CERCLA") or similar    
state environmental laws.  While the Company cannot predict with certainty the  
total cost of such cleanup, the Company's ultimate liability will depend on     
many factors including its volumetric share of waste, the financial viability   
of other responsible parties, the remediation methods and technology used, the  
amount of time necessary to accomplish remediation, and the availability of     
insurance coverage.  The Corporation has established reserves for environmental 
remediation costs for these and other sites in amounts which it believes are    
probable and reasonably estimable.  Based on currently available information    
and analysis, the Company believes that it is reasonably possible that costs    
associated with such sites may exceed current reserves by amounts that may      
prove insignificant or by amounts, in the aggregate, up to approximately $40    
million.  This estimate of the range of reasonably possible additional costs is 
less certain than the estimates upon which reserves are based, and in order to  
establish the upper limit of such range, assumptions least favorable to the     
Company among the range of reasonably possible outcomes were used.  In          
estimating both its current reserves for environmental remediation and the      
possible range of additional costs, the Company has not assumed that it will    
bear the entire cost of remediation of every site to the exclusion of other     
known potentially responsible parties who may be jointly and severally liable.  
The ability of other potentially responsible parties to participate has been    
taken into account, based generally on the parties' probable contribution on a  
per site basis.  No attempt has been made to discount the estimated amounts to  
net present value, and no amounts have been recorded for potential recoveries   
from insurance carriers.  Based upon previous experience and the information    
presently available, however, management believes that, as of the date hereof,  
future costs incurred will not have a material adverse effect on the financial  
condition of the Company.                                                       

Private actions against the Company and numerous other defendants  are          
currently pending in U.S. District Court in Baton Rouge, Louisiana alleging     
personal injuries and property damage in connection with a waste disposal site  
in Louisiana. Similar actions are pending in state court in Camden, New Jersey  
in connection with a waste disposal site in New Jersey.                         

The U.S. Environmental Protection Agency ("EPA") has issued a notice of         
violation alleging the violation of air pollution regulations by a plant in     
Massachusetts (September 1988).                                                 

A notice of violation has been issued by the Maine Department of Environmental  
Protection (April 1991) alleging the violation of certain solid waste and       
wetlands regulations at a Scarborough, Maine facility.                          

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A notice of violation has been issued by the Puerto Rican sewer and water       
authority (July 1994) alleging violations of wastewater regulations by an ice   
cream plant in Mantecados Nevada, Puerto Rico.                                  

In 1987, the Company's basic chemical and PVC resin businesses located at       
Geismar, Louisiana and Illiopolis, Illinois were acquired by the Borden         
Chemicals and Plastics Limited Partnership ("BCP").  Under an Environmental     
Indemnity Agreement, the Company has agreed, subject to certain conditions and  
limitations, to indemnify BCP from certain environmental liabilities that       
predate the formation of BCP and share on an equitable basis those arising from 
facts or circumstances existing and requirements in effect both prior to and    
after such date.  No claim can be made by BCP under the Agreement after 15      
years from November 30, 1987.  Accordingly, certain BCP legal proceedings are   
discussed herein.  In February 1993, an EPA Administrative Law Judge held that  
the Illiopolis, Illinois facility violated CERCLA and the Emergency Planning    
and Community Right to Know Act ("EPCRA") by failing to report certain relief   
valve releases that BCP and the Company believe are exempt from CERCLA and      
EPCRA reporting.  BCP's petition for reconsideration was denied, a penalty      
hearing has been scheduled and further appeals are possible if the parties      
cannot reach an agreement.  In January 1994, the Louisiana Department of        
Environmental Quality determined that a production unit at BCP's Geismar        
facility should be subject to regulation under Louisiana's hazardous waste      
statutes and regulations.  That decision has been appealed to the state courts. 
In April 1994, the U.S. Department of Justice, at the request of the U.S. EPA,  
notified BCP that it intends to bring an action in federal court against BCP    
seeking, among other things, corrective action and penalties for alleged        
violations of the Resource Conservation and Recovery Act ("RCRA") at the        
Geismar facility.  BCP believes that it has meritorious defenses to these       
allegations and in May 1994, filed a Complaint for Declaratory Judgement in     
U.S. Distric Court in Baton Rouge seeking a determination that certain          
materials and facilities are not subject to regulation under RCRA.              

OTHER LEGAL PROCEEDINGS                                                         
-----------------------                                                         
Allegations by the State of North Carolina, of antitrust violations in          
connection with the sale of milk to two school districts in North Carolina,     
were settled in May 1994 by an agreement to pay $165,000 in restitution.        
Similar allegations against the Company by the Department of Justice in the     
Indiana Investigation were resolved in April 1994 by the Company entering a     
plea and agreeing to pay a fine of $100,000.                                    

The States of West Virginia and Ohio have also filed suits (12/93 and 8/93)     
alleging antitrust violations in connection with the sale of milk to schools in 
certain of their school districts.  A private antitrust suit was filed in       
Federal Court in Oklahoma (4/93) on behalf of four school districts and seeks   
class action certification.  Federal Grand Jury investigations are pending in   
Oklahoma (8/92), Ohio (2/93) and the Plains States (9/93).  Private antitrust   
suits alleging price fixing of wholesale/retail accounts have been filed in     
Florida (7/93) and W.  Virginia (9/93).                                         

The Company is a defendant in litigation in Montreal, Canada involving          
allegations of personal injury or property damage arising from the              
misapplication of, or defects in, a urea-formaldehyde foam insulation product   
which the Company manufactured from 1973 through 1980.  The litigation, which   
was tried from                                                                  

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September 1983 through December 1989, was dismissed by the trial court in       
December 1991.  An Appeal filed by plaintiffs will be heard in 1995.            

The Company and its Directors have been sued in Federal District Court in New   
York (December 1993) for alleged violations of the Securities Exchange Act of   
1934 in connection with certain 1993 financial projections.                     

In addition, the Company is involved in other litigation throughout the United  
States which is considered to be in the ordinary course of the Company's        
business.                                                                       

The Company believes, based upon the information it presently possesses, and    
taking into account its established reserves for estimated liability and its    
insurance coverage, that the foregoing proceedings and actions are unlikely to  
have a materially adverse effect on the Company's financial position or         
operating results.                                                              

Item 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS                    

The 1994 Annual Meeting of Shareholders of the Registrant was held on May 20.   
The shareholders elected eight directors to hold office for the next year by    
the following votes:  F.E. Hennig-118,084,030; W.J. LeMelle-117,988,777; R.P.   
Luciano-118,135,518; H.B. Morley-118,381,463; J.E.  Sexton-118,383,413; E.R.    
Shames-118,516,716; P.C. Stewart-117,959,251; and F.J. Tasco-118,170,658.       
Votes withheld or cast for other persons against the nominees were 5,180,094.   

The Board of Directors' proposal for ratification of the selection of Price     
Waterhouse as the Registrant's independent auditors was approved by a vote of   
119,927,591 for the proposal, 1,755,332 against the proposal, and 786,762       
abstentions.  The 1994 Stock Option Plan was approved by a vote of 107,506,637  
for the Plan, 12,908,366 against the Plan, and 2,054,682 abstentions.  The 1994 
Management Incentive Plan was approved by a vote of 109,893,899 for the Plan,   
10,398,769 against the Plan, and 2,177,017 abstentions.                         

There were no broker non-votes on matters submitted to shareholders.            

Item 6:      EXHIBITS AND REPORTS ON FORM 8-K                                   

a.   Exhibits                                         

                Exhibit 10(i)          Description of Amendment to Agreement
                        with Mr. E.R.  Shames.
             Exhibit 10(ii)         Agreement with Mr. L.O. Doza dated
               June 2, 1994.
                Exhibit 10(iii)        Supplement to Agreement with Mr. G.J.
                          Waydo dated May 4, 1994.
                Exhibit 10(iv)         Supplement to Agreement with Mr. G.J.
                            Waydo dated June 20, 1994.

b.   Reports on Form 8-K                              

None                                        

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SIGNATURE 

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
Registrant has duly caused this report to be signed on its behalf by the        
undersigned thereunto duly authorized.                                          

            BORDEN, INC.

Date:  August 12, 1994                     By /s/ James C. Van Meter            
                                            --------------------------------
                        James C. Van Meter
                                  Executive Vice President and
                                 Chief Financial Officer
                                      (Principal Financial Officer and
                                      duly authorized signing officer)

                                                               Page 13 of 13

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

Filed on:	8/12/94	13
	7/22/94	1
For Period End:	6/30/94	1	9	10-Q/A
	6/20/94	12
	6/2/94	12
	5/4/94	12
	12/31/93	7		10-K
	6/30/93	8	9
				List all Filings

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Filing Submission 0000950152-94-000825 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Momentive Specialty Chemicals Inc. – ‘10-Q’ for 6/30/94

As of: Friday, 8/12/94 · For: 6/30/94 · Accession #: 950152-94-825 · File #: 1-00071

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Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Borden 10-QDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Borden 10-Q
Document Table of Contents