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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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BORDEN, INC.
(Name of Subject Company)
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BORDEN ACQUISITION CORP.
WHITEHALL ASSOCIATES, L.P.
KKR PARTNERS II, L.P.
(Bidders)
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COMMON STOCK, PAR VALUE $.625 PER SHARE
(Title of Class of Securities)
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099599102
(CUSIP Number of Class of Securities)
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HENRY R. KRAVIS
KOHLBERG KRAVIS ROBERTS & CO.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NEW YORK 10019
(212) 750-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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COPY TO:
CHARLES I. COGUT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on November 22, 1994 (as amended from time to time, the
"Schedule 14D-1") relating to the offer by Borden Acquisition Corp., a New
Jersey corporation (the "Purchaser"), a 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, 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. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to them in the Offering Circular/Prospectus.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in the Joint Press Release issued by KKR and
Borden on December 7, 1994 attached hereto as Exhibit 11(a)(9) (the "December 7
Joint Press Release") is incorporated herein by reference.
ITEM 5. PURPOSE OF EXCHANGE OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Items 5(a) and (c) of the Schedule 14D-1 is hereby amended and supplemented
as follows:
The information set forth in the December 7 Joint Press Release is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES
Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The information set forth in the December 7 Joint Press Release is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Items 10(b), (c) and (f) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The information set forth in the December 7 Joint Press Release is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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11(a)(9) Joint Press Release issued by KKR and Borden on December 7, 1994.
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1
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SIGNATURE
After due 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.
BORDEN ACQUISITION CORP.
By: /s/ SCOTT M. STUART
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Name: Scott M. Stuart
Title: Vice President
WHITEHALL ASSOCIATES, L.P.
By: KKR Associates, a limited
partnership, its General Partner
By: /s/ HENRY R. KRAVIS
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Name: Henry R. Kravis
Title: General Partner
KKR PARTNERS II, L.P.
By: KKR Associates, a limited
partnership, its General Partner
By: /s/ HENRY R. KRAVIS
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Name: Henry R. Kravis
Title: General Partner
Date: December 7, 1994
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(a)(9) Joint Press Release issued by KKR and Borden on December 7, 1994...........
</TABLE>
Contact:
For Borden: For KKR:
Jim Fingeroth/Fred Spar Ruth Pachman/Dawn Dover/Josh Pekarsky
Kekst and Company Kekst and Company
(212) 593-2655 (212) 593-2655
Nick Iammartino
Borden, Inc.
(614) 225-4485
For Immediate Release
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Exchange Ratio Set in KKR Offer for Borden Shares and
KKR and Borden Settle Shareholder Suits
NEW YORK, NY and COLUMBUS, OHIO, December 7, 1994 -- Kohlberg
Kravis Roberts & Co. and Borden, Inc. (NYSE: BN) announced today
that, in connection with the exchange offer for all outstanding
Borden shares by KKR's affiliate, Borden Acquisition Corp., and
subject to the terms of the merger agreement among Borden, Borden
Acquisition and Whitehall Associates, L.P. and the exchange offer,
the number of shares of RJR Nabisco Holdings Corp. (NYSE: RN)
common stock to be exchanged in the exchange offer for each share
of Borden common stock will be 2.29146.
The two companies also announced that they have reached an
agreement-in-principle to settle the various lawsuits pending
against them in New Jersey and Ohio state courts, and in the
United States District Court for the Southern District of New
York. The proposed settlement will provide for the dismissal
with prejudice of various federal and state law claims raised in
these lawsuits, including allegations that Borden did not act
fairly with respect to Japonica Partners' proposals for Borden, as
well as other claims with respect to alleged breaches of
fiduciary duties and alleged federal securities law violations.
In connection with the agreement-in-principle to settle the
lawsuits, Borden, Borden Acquisition and Whitehall Associates
have amended their merger agreement to fix the exchange ratio.
Pursuant to this amendment, if for any reason the exchange offer
is extended past 12:00 midnight, New York City time, on Tuesday,
December 20, 1994, the exchange ratio will continue to be fixed
at 2.29146 shares of RJR Nabisco Holdings common stock for each
share of Borden common stock during any portion of the following
twenty business days that the offer remains open. A KKR spokesperson
said
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that KKR expects to be in a position to consummate the exchange
offer on December 20, 1994, although no assurance can be given
that the offer will not be extended.
Pursuant to the agreement-in-principle to settle the lawsuits,
Whitehall Associates will commit to exercise its option to acquire
28,138,000 shares of Borden common stock in exchange for shares of
RJR Nabisco valued at approximately $11 per share if Whitehall or
its subsidiary acquires more than 41% of the Borden shares pursuant
to the exchange offer. Previously, Whitehall had committed to
exercise the option if it acquired more than 41% (but not more than
50%) of the Borden shares in the exchange offer, although Whitehall
could have chosen to exercise the option if it had received more
than 50% of the Borden shares in the offer. The expanded commitment
is expected to provide a needed equity infusion in Borden, assuming
that the exchange offer is completed.
Under the agreement-in-principle, Whitehall also would commit to
cause Borden's board of directors to continue to have at least two
independent directors until a merger of Borden and a KKR affiliate
is completed. A KKR spokesperson said that KKR would attempt to
consummate a merger as soon as practicable following the consummation
of the exchange offer.
This announcement is neither an offer to exchange nor a solicitation
of an offer to exchange any securities. The exchange offer is being
made solely by the Offering Circular/Prospectus and the related
Letter of Transmittal. The exchange offer is not being made to (nor
will tenders be accepted from or on behalf of) holders of securities
in any jurisdiction in which the making of the exchange offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky
or other laws require the exchange offer to be made by a licensed
broker or dealer, the exchange offer shall be deemed to be made
on behalf of Borden Acquisition by Morgan Stanley & Co. Incorporated,
the Dealer Manager for the exchange offer, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
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