UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Spurlock Industries, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
852190107
(CUSIP Number)
Borden, Inc., Borden Chemical, Inc., Borden Holdings, Inc., BW Holdings LLC,
KKR Associates, Whitehall Associates, L.P.
c/o Kohlberg Kravis Roberts & Co., L.P.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 12, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box //.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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SCHEDULE 13D
CUSIP No. 852190107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BORDEN CHEMICAL, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 852190107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BORDEN, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 852190107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BORDEN HOLDINGS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 852190107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BW HOLDINGS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
OO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 852190107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHITEHALL ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 852190107
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) //
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
<PAGE>
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 1 TO SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") relating to
shares of common stock, no par value per share ("Issuer Common Stock"), of
Spurlock Industries, Inc., a Virginia corporation (the "Issuer"), as
previously filed by the Reporting Persons, consisting of Borden, Inc., Borden
Chemical, Inc., Borden Holdings, Inc., BW Holdings LLC, KKR Associates, SII
Acquisition Company ("Newco"), and Whitehall Associates, L.P., is hereby
amended and supplemented with respect to the items set forth below.
Capitalized terms used without definition have the meaning ascribed to such
terms in the Schedule 13D.
Item 2. Identity and Background.
This statement is being filed jointly by Borden Chemical, Inc., a
Delaware corporation ("BCI"), Borden, Inc., a New Jersey corporation
("Borden"), Borden Holdings, Inc., a Delaware corporation ("Borden
Holdings"), BW Holdings LLC, a Delaware limited liability company ("BW
Holdings"), Whitehall Associates, L.P., a Delaware limited partnership
("Whitehall Associates"), and KKR Associates, a New York limited partnership
("KKR Associates" and, together with BCI, Borden, Borden Holdings, BW
Holdings and Whitehall Associates, the "Reporting Persons"). The agreement
among the Reporting Persons relating to joint filing of this statement is
attached as Exhibit 1 hereto. As a result of the transactions more fully
detailed in Item 4 herein, as amended, Newco, a subsidiary of BCI, was
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merged out of existence, ceased to be the beneficial owner of more than five
percent of the Issuer Common Stock, and thus ceased to be a Reporting Person.
BCI is engaged primarily in manufacturing, processing, purchasing
and distributing a broad range of products in the chemical industry. Newco,
before it was merged out of existence, was a subsidiary of BCI, which was not
engaged in any line of business and was formed in connection with the
entering into of the Merger Agreement and Voting Agreement(each as defined
below).
Borden is engaged primarily as a holding company whose most
significant subsidiary is BCI. Borden Holdings is a holding company engaged
solely in holding all of the capital stock of Borden.
BW Holdings is a holding company holding, along with the capital
stock of other entities, all of the capital stock of Borden Holdings. The
address of the principal business and office of BCI and Borden is 180 East
Broad Street, Columbus, Ohio 43215. The address of the principal business
and office of Borden Holdings and BW Holdings is 2711 Centerville Road,
Wilmington, Delaware 19808.
Information concerning the directors and executive officers of BCI,
Borden and Borden Holdings is contained in Schedule A attached hereto.
Whitehall Associates is principally engaged in the business of
investing in securities. The address of the principal business and office of
Whitehall Associates is 9 West 57th Street, New York, New York 10019.
The sole general partner of Whitehall Associates is KKR Associates.
KKR Associates is principally engaged in the business of investing through
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partnerships in industrial and other companies. The address of its principal
business and office is 9 West 57th Street, New York, New York 10019.
Messrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell,
Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T.
Tokarz, Clifton S. Robbins, Scott M. Stuart, Edward A. Gilhuly and Perry
Golkin are the general partners of KKR Associates. Messrs. Kravis, Roberts,
MacDonnell, Raether, Michelson, Greene, Tokarz, Robbins, Stuart, Gilhuly and
Golkin are each United States citizens, and the present principal occupation
or employment of each is as a member of KKR & Co. L.L.C., a Delaware limited
liability company and the general partner of Kohlberg Kravis Roberts & Co.
L.P. ("KKR"), a private investment firm, the addresses of which are 9 West
57th Street, New York, New York 10019, and 2800 Sand Hill Road, Suite 200,
Menlo Park, California 94025. The business address of Messrs. Kravis,
Raether, Tokarz, Robbins, Stuart and Golkin is 9 West 57th Street, New York,
New York 10019; the business address of Messrs. Roberts, MacDonnell,
Michelson, Greene and Gilhuly is 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025.
During the last five years, neither the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the other persons named
in this Item 2 or Schedule A hereto: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii)
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
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prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The amount and sources of funds used in connection with the Merger
(as defined in Item 4) consisted of $23,153,873 in cash. The funds used in
connection with the Merger were obtained as a loan from Borden.
Item 4. Purpose of Transaction.
As previously reported in the Schedule 13D, on December 18, 1998,
BCI, Newco and the Issuer entered into an Agreement and Plan of Merger, which
was amended and restated by an Amended and Restated Agreement and Plan of
Merger, dated January 25, 1999 (the "Merger Agreement"), providing for the
merger (the "Merger") of Newco with and into the Issuer, whereupon the
separate existence of Newco would cease and the Issuer would continue as a
wholly-owned subsidiary of BCI.
The Merger and the transactions contemplated thereby were
consummated on May 12, 1999, at which time (A) Newco merged with and into the
Issuer and (B) the Issuer became a wholly-owned subsidiary of BCI. At the
effective time of the Merger (the "Effective Time"), each share of Issuer
Common Stock issued and outstanding immediately prior to the Effective Time
(other than (i) shares of Issuer Common Stock owned by the Issuer or by Newco
and (ii) shares of Issuer Common Stock subject to dissenters rights) was
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automatically canceled and converted into the right to receive $3.40 per
share in cash. At the Effective Time, each stock option granted to any
current or former employee or director pursuant to the Issuer's 1995 Stock
Incentive Plan to purchase shares of Issuer Common Stock that was issued and
outstanding immediately prior to the Effective Time was converted into cash
consideration. As a result of the Merger, BCI and its affiliates became the
controlling stockholders of the Issuer.
Effective as of the consummation of the Merger, each director of
the Issuer resigned. Pursuant to the Merger Agreement, Michael Ducey and
James Stevning, who were previously directors of Newco, became directors of
the Issuer, effective as of the consummation of the Merger. The composition
of the board of directors of the Issuer is subject to change from time to
time, but affiliates of the Reporting Persons are expected to constitute at
all times a majority of such board.
On May 12, 1999, in connection with the Merger, the following
persons were appointed officers of the Issuer: Michael Ducey, President, John
Russ, Vice President, Raymond Caldwell, Vice President, E. H. Inbusch,
Treasurer, Edward Bower, Assistant Treasurer, Lawrence Dieker, Secretary and
Ellen Berndt, Assistant Secretary.
As previously reported, in connection with the Merger Agreement,
BCI, Newco and certain previously reported shareholders of the Issuer were
parties to a Voting Agreement, dated as of December 18, 1998 (the "Voting
Agreement"). The Voting Agreement expired in accordance with its terms upon
consummation of the Merger on May 12, 1999.
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Concurrent with the Merger, (i) the articles of incorporation of
the Issuer, as in effect immediately prior to the Effective Time, were
amended so as to read substantially in the form set forth as Exhibit A to the
Merger Agreement (previously filed as an Exhibit to the Schedule 13D) and
(ii) the by-laws of Newco as in effect at the Effective Time became the by-
laws of the Issuer.
Following the Merger, the shares of Issuer Common Stock were
deregistered under the Exchange Act. In addition, the Issuer Common Stock
ceased trading on the NASD's Over-the-Counter Bulletin Board.
The preceding summary of certain provisions of the Merger Agreement
and the Voting Agreement is not intended to be complete and is qualified in
its entirety by reference to the full text of such agreements, copies of
which are filed as exhibits to the Schedule 13D, and incorporated therein by
reference.
Other than as described above, none of the Reporting Persons has
any plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a) and (b) Pursuant to the Merger Agreement, each share of common
stock, no par value per share, of Newco issued and outstanding at the
Effective Time was converted in the Merger into one share of Issuer Common
Stock. Accordingly, under the definition of "beneficial ownership" as set
forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
BCI is currently deemed to beneficially own directly 5,000 shares of Issuer
Common Stock, constituting 100% of the outstanding shares of Issuer Common
Stock.
BCI is a subsidiary of Borden, Borden is a wholly owned subsidiary
of Borden Holdings and Borden Holdings is a wholly owned subsidiary of BW
Holdings. Whitehall is the managing member of BW Holdings. KKR Associates
is the sole general partner of Whitehall Associates. Therefore, Borden,
Borden Holdings, BW Holdings, Whitehall Associates and KKR Associates each
has the power to direct the voting of any shares of Issuer Common Stock
deemed to be beneficially owned by BCI. As a result, Borden, Borden
Holdings, BW Holdings, Whitehall Associates and KKR Associates may each be
deemed to beneficially own any shares of Issuer Common Stock deemed to be
beneficially owned by BCI. Each of Messrs. Kravis, Roberts, MacDonnell,
Raether, Michelson, Greene, Tokarz, Robbins, Stuart, Gilhuly and Golkin, the
general partners of KKR Associates, has shared power to vote or direct the
vote of any shares of Common Stock deemed to be beneficially owned by KKR
Associates. As a result, each of the general partners of KKR Associates may
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be deemed to beneficially own any shares of Common Stock that KKR Associates
may be deemed to beneficially own.
Neither the filing of this Amendment No. 1 to the Schedule 13D nor
any of its contents shall be deemed to constitute an admission that any
Reporting Person is the beneficial owner of the Common Stock referred to in
this paragraph for purposes of Section 13(d) of the Exchange Act or for any
other purpose, and such beneficial ownership is expressly disclaimed.
(c) Except as set forth in this Item 5, to the best knowledge of
each of the Reporting Persons, none of the Reporting Persons and no other
person described in Item 2 hereof has beneficial ownership of, or has engaged
in any transaction during the past 60 days in, any shares of Issuer Common
Stock.
(d) No person other than the Reporting Persons has the right to
receive dividends from, or the proceeds from the sale of, the Issuer Common
Stock referred to in this Item 5. The Reporting Persons or their
designee(s), if any, would have the sole right to receive dividends from, or
the proceeds from the Issuer Common Stock referred to in this Item 5.
(e) Pursuant to the Merger, Acquisition was merged out of
existence, ceased to be the beneficial owner of more than five percent of the
Isuer Common Stock, and thus ceased to be a Reporting Person.
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Item 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer.
Except as set forth in this Amendment No. 1, to the best knowledge
of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 and between such persons and any person with respect to any
securities of the Issuer, including but not limited to, transfer or voting of
any of the securities of the Issuer, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated May 17, 1999, among Borden
Chemical, Inc., Borden, Inc., Borden Holdings, Inc., BW
Holdings LLC, Whitehall Associates, L.P., and KKR Associates
relating to the filing of a joint statement on Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
KKR ASSOCIATES
By: /s/ Scott Stuart
Name: Scott Stuart
Title: General Partner
WHITEHALL ASSOCIATES, L.P.
By KKR Associates, its
General Partner
By: /s/ Scott Stuart
Name: Scott Stuart
Title: General Partner
BW HOLDINGS LLC
By Whitehall Associates,
L.P., its managing member
By Borden Holdings, Inc.,
attorney-in-fact
By: /s/ Phyllis R. Yeatman
Name: Phyllis R. Yeatman
Title: Vice President
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BORDEN HOLDINGS, INC.
By: /s/ Phyllis R. Yeatman
Name: Phyllis R. Yeatman
Title: Vice President
BORDEN, INC.
By: /s/ Ellen German Berndt
Name: Ellen German Berndt
Title: Secretary
BORDEN CHEMICAL, INC.
By: /s/ Lawrence L. Dieker
Name: Lawrence L. Dieker
Title: Vice President
DATED: May 17, 1999
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SCHEDULE A
BORDEN, INC.
Executive Officers and Directors:
(a) Principal
Business Occupation and (b)
Name Address Office Citizenship
C.R. Kidder 180 East Broad Street (a)-(b) Chairman of U.S.
Columbus, OH 43215 the Board, Director,
Chief Executive
Officer and President
of Borden, Inc.
H.R. Kravis 9 W. 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director of Borden,
Inc.
A. Navab 9 W. 57th Street (a) Executive, U.S.
New York, NY 10019 Kohlberg Kravis
Roberts & Co. and (b)
Director of
Borden, Inc.
C.S. Robbins 9 W. 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director of Borden,
Inc.
G.R. Roberts 2800 Sand Hill Road a) Member of KKR & U.S.
Suite 200 Co. LLC and (b)
Menlo Park, CA 94025 Director of Borden,
Inc.
S.M. Stuart 9 W. 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and(b)
Director of Borden,
Inc
W.H. Carter 180 E. Broad Street (a)-(b) Executive U.S.
Columbus, OH 43215 Vice President and
Chief Financial
Officer of Borden
Inc.
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J.M. Saggese 180 E. Broad Street (a)-(b) Executive U.S.
Columbus, OH 43215 Vice President of
Borden, Inc.,
Chairman and Chief
Executive Officer-
Borden Chemical, Inc.
N.A. Reardon 180 E. Broad Street (a)-(b) Senior Vice U.S.
Columbus, OH 43215 President -Human
Resources
R.P. Starkman 180 E. Broad Street (a)-(b) Senior Vice U.S.
Columbus, OH 43215 President and
Treasurer
W.F. Stoll, Jr. 180 E. Broad Street (a)-(b) Senior Vice U.S.
Columbus, OH 43215 President and General
Counsel
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SCHEDULE A
BORDEN HOLDINGS, INC.
EXECUTIVE OFFICERS AND DIRECTORS:
(a) Principal
Business Occupation and (b)
Name Address Office Citizenship
C.R. Kidder 180 E. Broad Street (a) Chairman of the U.S.
Columbus, OH 43215 Board, Director,
Chief Executive
Officer and President
of Borden, Inc. and
(b) President and
Director of Borden
Holdings, Inc.
H.R. Kravis 9 West 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director of Borden
Holdings, Inc.
G.R. Roberts 2800 Sand Hill Road (a) Member of KKR & U.S.
Suite 200 Co. LLC and (b)
Menlo Park, CA 94025 Director of Borden
Holdings, Inc.
C.S. Robbins 9 West 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director of Borden
Holdings, Inc.
S.M. Stuart 9 West 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director of Borden
Holdings, Inc.
A. Navab 9 West 57th Street (a) Executive, U.S.
New York, NY 10019 Kohlberg Kravis
Roberts & Co. and (b)
Director of Borden
Holdings, Inc.
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R.P. Starkman 180 East Broad Street (a) Senior Vice U.S.
Columbus, OH 43215 President and
Treasurer of Borden,
Inc. and (b) Vice
President and
Assistant Treasurer
of Borden Holdings,
Inc.
P.R. Yeatman 180 East Broad Street (a)-(b) Secretary and U.S.
Columbus, OH 43215 Treasurer
E. Berndt 180 East Broad Street (a) Secretary of U.S.
Columbus, OH 43215 Borden, Inc. and (b)
Secretary of Borden
Holdings, Inc.
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BORDEN CHEMICAL, INC.
EXECUTIVE OFFICERS AND DIRECTORS:
(a) Principal
Business Occupation and (b)
Name Address Office Citizenship
M.E. Ducey 180 E. Broad Street (a)President and U.S.
Columbus, OH 43215 Chief Executive
Officer (b) Director
J.M. Saggese 180 E. Broad Street (a) President and U.S.
Columbus, OH 43215 Chief Executive Officer
of Borden Chemicals and
Plastics and (b)
Director
W.H. Carter 180 E. Broad Street (a) Executive Vice U.S.
Columbus, OH 43215 President and Chief
Financial Officer of
Borden, Inc., and (b)
Director
C.R. Kidder 180 E. Broad Street (a) Chairman of the U.S.
Columbus, OH 43215 Board, Chief
Executive Officer and
President of Borden,
Inc. and (b) Director
S.M. Stuart 9 West 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director
C.S. Robbins 9 West 57th Street (a) Member of KKR & U.S.
New York, NY 10019 Co. LLC and (b)
Director
N.A. Reardon 180 E. Broad Street (a) Senior Vice U.S.
Columbus, OH 43215 President Human
Resources of Borden,
Inc. and (b) Director
W.F. Stoll, Jr. 180 E. Broad Street (a) Senior Vice U.S.
Columbus, OH 43215 President and General
Counsel of Borden,
Inc. and (b) Director
J.O. Stevning 180 E. Broad Street (a)-(b) Executive U.S.
Columbus, OH 43215 Vice President and
Chief Financial
Officer
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<PAGE>
W.A. Callanan 601 Meidinger Tower (a)-(b) Executive U.S.
Suite 600 Vice President
Louisville, KY 40202
F.R. Huber River Road, Hwy. 18 (a)-(b) Executive U.S.
Donaldsonville, LA Vice President
70346
J.L. Russ, III 520 112th Avenue NE (a)-(b) Executive U.S.
Bellevue, WA 98004 Vice President
E. Fullen 630 Glendale-Milford (a)-(b) Vice U.S.
Road President
Cincinnati, OH 54215
L.L. Dieker 180 E. Broad Street (a)-(b) Vice U.S.
Columbus, OH 43215 President, General
Counsel and Secretary
J. Alfert 180 E. Broad Street (a)-(b) Vice U.S.
Columbus, OH 43215 President -
Manufacturing and
Technology
K.J. Smullen 180 E. Broad Street (a)-(b) Vice U.S.
Columbus, OH 43215 President and Chief
Information Officer
J.A. Sonnett 180 E. Broad Street (a)-(b) Vice U.S.
Columbus, OH 43215 President - Human
Resources
D.E. Strayer 520 112th Avenue NE (a)-(b) Vice U.S.
Bellevue, WA 98004 President -
Environment, Safety
and Health
E. H. Inbusch 180 E. Broad Street (a)-(b) Treasurer U.S.
Columbus, OH 43215
Adam Clammer 2800 Sand Hill Road, (a) Associate,
Suite #200 Kohlberg Kravis U.S.
Menlo Park, CA 94025 Roberts & Co.
and (b) Director
Kevin Kelley 180 E. Broad Street (a) Vice President
Columbus, OH 43215 Borden, Inc. and U.S.
(b) Director
Alexander 9 West 57th Street (a) Executive, Kohlberg U.S.
Navab, Jr. New York, NY 10019 Kravis Roberts & Co.
and (b) Director
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
1. Joint Filing Agreement, dated May 17, 1999, among Borden
Chemical, Inc., Borden, Inc., Borden Holdings, Inc., BW
Holdings LLC, Whitehall Associates, L.P., and KKR Associates
relating to the filing of a joint statement on Schedule 13D.
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<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
KKR ASSOCIATES
By: /s/ Scott Stuart
Name: Scott Stuart
Title: Sctt Stuart
WHITEHALL ASSOCIATES, L.P.
By KKR Associates, its
General Partner
By: /s/ Scott Stuart
Name: Scott Stuart
Title: Scott Stuart
BW HOLDINGS LLC
By Whitehall Associates,
L.P., its managing member
By Borden Holdings, Inc.,
attorney-in-fact
By: /s/ Phyllis R. Yeatman
Name: Phyllis R. Yeatman
Title: Vice President
BORDEN HOLDINGS, INC.
By: /s/ Phyllis R. Yeatman
Name: Phyllis R. Yeatman
Title: Vice President
<PAGE>
<PAGE>
BORDEN, INC.
By: /s/ Ellen German Berndt
Name: Ellen German Berndt
Title: Secretary
BORDEN CHEMICAL, INC.
By: /s/ Lawrence L. Dieker
Name: Lawrence L. Dieker
Title: Vice President
DATED: May 17, 1999
