SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 4)
___________________
BORDEN, INC.
(Name of Subject Company)
BORDEN, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.625 Per Share
(Title of Class of Securities)
099599102
(CUSIP Number of Class of Securities)
___________________
Allan L. Miller, Esq.
Senior Vice President, Chief Administrative Officer
and General Counsel
Borden, Inc.
180 East Broad Street
Columbus, Ohio 43215
(614) 225-4000
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
___________________
With a copy to:
Andrew R. Brownstein, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000<PAGE>
This Amendment No. 4 amends and supplements the Soli-
citation/Recommendation Statement on Schedule 14D-9 of Borden,
Inc., a New Jersey corporation, filed with the Securities and
Exchange Commission (the "Commission") on November 22, 1994, as
amended by Amendment No. 1 filed with the Commission on
December 1, 1994, Amendment No. 2 filed with the Commission on
December 2, 1994 and Amendment No. 3 filed with the Commission
on December 5, 1994 (as so amended, the "Schedule 14D-9"),
with respect to the exchange offer made by Borden Acquisition
Corp., a New Jersey corporation (the "Purchaser"), Whitehall
Associates, L.P., a Delaware limited partnership (the
"Partnership"), and KKR Partners II, L.P., a Delaware limited
partnership (together with the Partnership, the "Common Stock
Partnerships"), to exchange shares, owned by the Purchaser or
its affiliates, of common stock, par value $.01 per share (the
"Holdings Common Stock"), of RJR Nabisco Holdings Corp., a
Delaware corporation ("Holdings"), for all outstanding Shares
and the associated preferred stock purchase rights (the
"Rights"), not already owned by the Purchaser or its affil-
iates, upon the terms and subject to the conditions set forth
in the Offering Circular/Prospectus, dated November 22, 1994,
and the related Letter of Transmittal. Under the terms of the
Exchange Offer, each Share accepted by the Purchaser in accor-
dance with the Exchange Offer shall be exchanged for that num-
ber of fully paid and nonassessable shares of Holdings Common
Stock equal to the Exchange Ratio. The term "Exchange Ratio"
means the quotient (rounded to the nearest 1/100,000) obtained
by dividing (i) $14.25 by (ii) the average of the average of
the high and low sales prices of the Holdings Common Stock as
reported on the New York Stock Exchange (the "NYSE") Composite
Tape on each of the ten full consecutive trading days ending
immediately prior to the ten business day period ending on the
date of expiration of the Exchange Offer, including any
extension thereof (the "Valuation Period"), provided that the
Exchange Ratio shall not be less than 1.78125 or greater than
2.375.
Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Schedule 14D-9 as
heretofore amended and supplemented.
Item 4. The Solicitation or Recommendation.
(a)-(b) The description in the Schedule 14D-9 under
"Background and Reasons for the Board's Recommendation; Opin-
ions of Financial Advisors -- Background -- Events Subsequent
to Announcement of the KKR Transaction" is hereby amended and
supplemented by adding the following information:
-2-<PAGE>
On December 5, 1994, letters were sent to the
Chairman of the Board by Japonica and to the Company's Chief
Executive Officer by Mr. Kazarian of Japonica. Similar letters
may have been sent to other directors. Among other matters,
these letters sought to confirm a public meeting Mr. Kazarian
had called on December 6, 1994. These letters are included as
exhibits hereto and are incorporated herein by reference; the
foregoing description of such letters is qualified in its
entirety by reference to such exhibits.
On December 5, 1994, on behalf of the Board, a letter
was sent to Japonica after the Company received no response to
the letter sent to Japonica on December 4, 1994. In the
Board's letter, the Board indicated that it had concluded for
the reasons indicated therein that the November 30 Japonica
letter did not present an attractive alternative to the
Whitehall transaction and that Japonica's claims in that letter
were not realistic or credible. In its letter, the Board gave
a number of reasons for its conclusion, based upon its in-depth
knowledge of Borden, including the Board's analysis of various
restructuring alternatives over the last 18 months, the
information Japonica had provided, and consultation with
Borden's management and the Board's financial and legal
advisors. The letter stated that the Board had gone out of its
way to provide Japonica with an opportunity to address with the
Board in a businesslike and professional atmosphere the con-
cerns that led to the Board's conclusions, that Japonica had
declined to attend two meetings called by Borden, that Japonica
had not provided written responses to questions raised by the
Board and that the Board had concluded that Japonica preferred
to engage in publicity-seeking rather than substantive
dialogue. The letter noted that the Board's objective is to
maximize the value of Borden for its shareholders, and the
Board will pursue whatever transaction it believes most likely
to achieve its objective, concluding that if Japonica chose to
provide the Board with additional information about its pro-
posal, the Board would review it in light of that objective.
The Board's letter is included as an exhibit hereto and is
incorporated herein by reference; the foregoing description of
such letter is qualified in its entirety by reference to such
exhibit.
Item 9. Material to be Filed as Exhibits.
The list of exhibits in the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibits:
-3-<PAGE>
Exhibit 99.84 -- Letter from Japonica Partners to
F.J. Tasco, dated December 5,
1994.
Exhibit 99.85 -- Letter from P.B. Kazarian to E.
Shames, dated December 5, 1994.
Exhibit 99.86 -- Letter from F.J. Tasco to
Japonica Partners, dated December
5, 1994.
-4-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the infor-
mation set forth in this statement is true, complete and
correct.
BORDEN, INC.
Dated: December 6, 1994 By: /s/ Allan L. Miller
Name: Allan L. Miller
Title: Senior Vice President,
Chief Administrative
Officer and General
Counsel
-5-<PAGE>
EXHIBIT INDEX
Exhibit Description
Exhibit 99.84 -- Letter from Japonica Partners to
F.J. Tasco, dated December 5,
1994.
Exhibit 99.85 -- Letter from P.B. Kazarian to E.
Shames, dated December 5, 1994.
Exhibit 99.86 -- Letter from F.J. Tasco to
Japonica Partners, dated
December 5, 1994.
Exhibit 99.84
[LETTERHEAD OF JAPONICA PARTNERS]
December 5, 1994
VIA FACSIMILE
Frank J. Tasco
Borden, Inc.
277 Park Avenue
New York, NY 10172
Dear Mr. Tasco:
I. MEETING CONFIRMATION: To confirm, we will met at 4:45 PM
on Tuesday, December 6th at the Grand Hyatt New York Hotel (The
Alvin Room) at Park Avenue at Grand Central Station.
We respectfully request that you invite major shareholders and
industry analysts.
Sound business judgment prevailing, we trust each director will
be attending this meeting.
If such time is inconvenient for the directors, please advise
immediately.
II. ADVICE: Parenthetically, who is advising each Board
member on whether or not to attend the meeting? Has anyone
seeking to assist you in exercising your fiduciary duties ad-
vised you against obtaining the input of a major constituency
you represent - the shareholders? The compensation incentives
given to all those providing such advice should be considered
and fully disclosed to shareholders.
We look forward to maximizing Borden's shareholder value as a
proactive white knight. Our proposal is made pursuant to your
request.
Respectfully,
/s/ Japonica Partners
JAPONICA PARTNERS
Exhibit 99.85
[LETTERHEAD OF JAPONICA PARTNERS]
VIA FACSIMILE
December 5, 1994
Ervin Shames
President and CEO
Borden, Inc.
180 East Broad Street
Columbus, OH 43215-3799
Dear Mr. Shames:
We would like to reaffirm our November 30th invitation to you
to attend the December 6th meeting in New York at which
Japonica Partners will respond to your questions.
The meeting will be held at 4:45 PM at the Grand Hyatt New York
Hotel (The Alvin Room), at Park Avenue at Grand Central
Station.
We respectfully request that you invite major shareholders and
industry analysts.
Sound business judgment prevailing, we trust you will be
attending this meeting.
If such time is inconvenient for you, please advise posthaste.
We look forward to maximizing Borden's shareholder value as a
proactive white knight. Our proposal is made pursuant to your
request.
Respectfully,
/s/ Paul
Paul B. Kazarian
Exhibit 99.86
[LETTERHEAD OF BORDEN]
December 5, 1994
Japonica Partners
30 Kennedy Plaza
Providence, RI 02903
Attention: Mr. Paul Kazarian
Gentlemen:
The Borden Board of Directors has concluded for the reasons
described below that your November 30, 1994 letter does not
present an attractive alternative to the Whitehall transaction
and that your claims in that letter are not realistic or
credible.
Based upon our in-depth knowledge of Borden, including our
analysis of various restructuring alternatives over the last 18
months, the information you have provided, and after
consultation with Borden's management and our financial and
legal advisors, the Board:
Does not believe that you could cause Borden's common
shares to be worth $17 in the near future. In this
regard, we note that you do not contemplate injecting
equity into Borden and that your proposal will
increase the Company's fixed charges.
Considers as unrealistic your earnings per share
forecasts which for most years are more than double
management's estimates.
Considers that your proposed spin-offs would likely
entail serious legal issues involving fraudulent
conveyance and illegal dividends and believes it is
far from clear that the spin-offs can be accomplished
on a tax-free basis.
Has serious doubts that you will be able to obtain
consents or refinancing for the at least $1.4 billion
of debt that would become due as a result of the
implementation of your proposal. In this regard, we
note that the Board considers that Borden already has
too much debt and that your proposal will further
increase the Company's leverage. <PAGE>
Believes that if you had committed financing without
material contingencies for the transactions you con-
template, you would have provided the Board with some
evidence thereof.
Believes that the preferred stock to be exchanged for
common stock pursuant to your proposal would require
a high dividend rate and other restrictive terms in
order to trade at par, causing a further burden to
the Company.
Believes that it would take at least six months to
implement the transactions contemplated by your pro-
posal and possibly longer and notes your proposal
does not protect Borden or its shareholders against
any possible adverse developments in the interim
period.
We have gone out of our way to give you the opportunity to
address with us in a businesslike and professional atmosphere
the concerns that led to the conclusions set forth above. You
have declined to attend two meetings we have scheduled for that
purpose or to provide written responses to our questions.
These failures follow your refusal several months ago to accept
our offer to provide you confidential Borden information on
customary terms. We conclude that you have no acceptable
answers to the fundamental issues we have raised and prefer to
engage in publicity-seeking rather than substantive dialogue.
As we have advised you, our objective is to maximize the value
of Borden for its shareholders, and we will pursue whatever
transaction we believe most likely to achieve our objective.
If you choose to provide us with additional information about
your proposal, we will review it in light of this objective.
On behalf of the Board of Directors,
/s/ Frank J. Tasco
Frank J. Tasco
Chairman
