Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 24 110K
2: EX-1 Letter From P.B. Kazarian to F.J. Tasco - 5/24/94 1 11K
3: EX-2 Letter From P.B. Kazarian to F.J. Tasco - 6/5/94 1 11K
4: EX-3 Letter From Japonica to J. Rosenfeld - 6/8/94 1 11K
5: EX-4 Letter From F.J. Tasco to Japonica - 6/13/94 1 11K
6: EX-5 Letter From P.B. Kazarian to Rosenfeld - 6/20/94 1 11K
7: EX-6 Letter From P.B. Kazarian to David-Weill - 6/24/94 1 12K
8: EX-7 Letter From P.B. Kazarian to F.J. Tasco - 7/5/94 2 14K
9: EX-8 Letter From P.B. Kazarian to F.J. Tasco - 7/14/94 1 12K
10: EX-9 Letter From F.J. Tasco to P.B. Kazarian - 7/19/94 1 12K
11: EX-10 Letter From Japonica to J. Rosenfeld - 7/26/94 2 14K
12: EX-11 Letter From Japonica to F.J. Tasco - 7/26/94 2 15K
13: EX-12 Letter From P.B. Kazarian to F.J. Tasco - 8/11/94 1 12K
14: EX-13 Letter From P.B. Kazarian to F.J. Tasco - 8/19/94 1 12K
15: EX-14 Letter From Japonica to E.R. Shames - 9/7/94 6 27K
16: EX-15 Letter From P.B. Kazarian to F.J. Tasco - 8/19/94 2 17K
17: EX-16 Letter Form A.L. Miller to Kazarian 9/14/94 1 12K
18: EX-17 Letter From Japonica to Tasco - 9/15/94 2 15K
19: EX-18 Letter From Tasco to Kazarian W/ Attach. 9/16/94 5 24K
20: EX-19 Letter From Japonica to Tasco 9/17/94 2 16K
21: EX-20 Letter From Tasco to Kazarian 9/19/94 1 12K
22: EX-21 Letter From Japonica to Tasco W/ Attach. 9/21/94 7 25K
23: EX-22 Letter From Japonica to Borden Board 9/22/94 4 22K
24: EX-23 Letter From Tasco to Kazarian 9/23/94 1 12K
25: EX-24 Letter From Brownstein to Nussbaum 9/26/94 1 12K
26: EX-25 Letter From Japonica to Tasco 9/27/94 1 13K
27: EX-26 Letter From Nussbaum to Lipton 10/5/94 2± 13K
28: EX-99.27 Letter From Japonica to Board 10-5-94 3 17K
29: EX-99.28 Opinion of Cs First Boston 4 23K
30: EX-99.29 Opinion of Lazard 4 23K
EX-19 — Letter From Japonica to Tasco 9/17/94
| EX-19 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 19
[LETTERHEAD OF JAPONICA PARTNERS]
September 17, 1994
Frank J. Tasco
Borden, Inc.
180 East Broad Street
Columbus, OH 43215-3799
Dear Mr. Tasco:
Upon review of your fax this morning, several points are worth note:
POINT I: SEMANTIC SOPHISTRY: Your comments as to why Japonica Partners has
been denied opportunity to act as a proactive white knight and maximize
shareholder value are both factually inaccurate and logically inconsistent.
Your attempts at semantic sophistry will not remedy concerns of irreparable
harm or breaches of duty.
POINT II: 117-DAY DISADVANTAGE: At a minimum, your actions to date have
impeded the maximization of shareholder value by 117 days, giving a preferred
suitor at least a 117-day advantage.
POINT III: EQUAL ACCESS TO INFORMATION: Our team remains prepared to meet
immediately in Columbus, New York, or any other location in order to obtain the
information provided to Whitehall.
Please immediately fax to us today a list of all such material and information,
which must currently exist. Also, please provide us with a listing of all
meetings and communications, both written and verbal, including specific dates
and content, between Borden and its advisors and Whitehall.
POINT IV: ANSWERS TO SEPTEMBER 7TH QUESTIONS: On Wednesday, September 7th, 10
days ago, we provided you with the attached list of questions in order to
advance our efforts as a proactive white knight seeking to maximize shareholder
value. We understand these were distributed to the Board at that time. These
inquiries were provided before the Whitehall agreement was executed, and should
have been answered prior to advancing with such an agreement.
Frank J. Tasco
September 7, 1994
Page 2
POINT V: "LEVEL PLAYING FIELD" PROCEDURES: Given your actions to date,
continuing to discourage Japonica Partners' effort to maximize shareholder
value (as a proactive white knight) and encouraging a preferred suitor is
totally inappropriate. A procedure to develop a fair and level playing field
must be established immediately.
In this regard, you should provide Japonica Partners with, at a minimum,
immediate notice and sufficient time to respond prior to contemplating any
further actions between Borden and Whitehall. And, all should be made aware
that communications, directly or indirectly, to Whitehall of our efforts are
prohibited.
Our legal advisors will be sent the faxed September 16th letter agreement.
Obviously, this should not be used by you to further delay providing us with a
listing of items referenced in points III and IV.
As we have stated repeatedly, we are open to meet with you to discuss the above
today, tomorrow or as soon as possible. Given that 117 days have passed since
our first communication, it is incumbent upon you to accelerate efforts
regarding Japonica Partners. If you don't wish to extend the courtesy of
proposing a date, time and location for a meeting, we suggest Providence as
early as Sunday, September 18, 1994.
As mentioned in our September 15th letter, since the Board has determined that
the Company should be sold, executing asset sales and/or non-ordinary business
contracts/agreements may diminish shareholder value and is therefore
impermissible.
As Japonica Partners has stated innumerable times since May 24th, our
preference is that of a proactive white knight in order to maximize shareholder
value.
Sincerely,
/s/ JAPONICA PARTNERS
------------------------------
JAPONICA PARTNERS
cc: List, incl. Borden, Allan L. Miller and Louie Perlmutter
[Omitted from this letter is an attachment which is filed separately as exhibit
14 to this Form 8-K]
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / For Period End: | | 10/5/94 | | | | | | | 8-K |
| | 9/18/94 | | 2 |
| | 9/17/94 | | 1 |
| | 9/7/94 | | 2 |
| List all Filings |
↑Top
Filing Submission 0000950123-94-001594 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 8, 6:28:02.2pm ET 