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. 3)
___________________
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. 3 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 and Amendment No. 2 filed with the Commission
on December 2, 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 2, 1994, on behalf of the Board, a letter
was sent to Japonica canceling the meeting scheduled by the
Board for December 4, 1994 in response to the Japonica November
30, 1994 Letter. The meeting was cancelled after the Company
received no confirmation from Japonica that it would attend the
scheduled meeting. The Board's letter is included as an ex-
hibit hereto and is incorporated herein by this reference; the
foregoing description of such letter is qualified in its enti-
rety by reference to such exhibit.
On December 4, 1994, a letter dated December 3, 1994
was sent to the Company by Japonica. Among other matters, the
Japonica letter requested a meeting with the Board on December
6, 1994. In its letter, Japonica also stated that it was
prepared to discuss modifications to its proposal that would
further enhance shareholder value. The Japonica letter is
included as an exhibit hereto and is incorporated herein by
reference; the foregoing description of such letter is quali-
fied in its entirety by reference to such exhibit.
On December 4, 1994, on behalf of the Board, a letter
was sent to Japonica responding to Japonica's December 3 let-
ter. In the Board's letter, the Board agreed to a meeting on
December 6, 1994 at Borden's New York office and requested con-
firmation from Japonica that it would attend the scheduled
meeting. The Board's letter also continued to request written
responses to the questions contained in the Board's December 1
letter. The Board's letter also requested that any changes to
Japonica's proposal be communicated as soon as possible. The
Board's letter is included as an exhibit hereto and is incor-
porated 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:
Exhibit 99.81 -- Letter from F.J. Tasco to P.B.
Kazarian, dated December 2, 1994.
Exhibit 99.82 -- Letter from Japonica Partners to
F.J. Tasco, dated December 3,
1994.
-3-<PAGE>
Exhibit 99.83 -- Letter from F.J. Tasco to Japo-
nica Partners, dated December 4,
1994 (including December 1, 1994
Tasco letter).
-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 5, 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 99.81 -- Letter from F.J. Tasco to P.B.
Kazarian, dated December 2,
1994.
Exhibit 99.82 -- Letter from Japonica Partners to
F.J. Tasco, dated December 3,
1994.
Exhibit 99.83 -- Letter from F.J. Tasco to
Japonica Partners, dated
December 4, 1994 (including
December 1, 1994 Tasco letter).
Exhibit 99.81
[Letterhead of Borden]
December 2, 1994
Mr. Paul B. Kazarian
Managing Partner
Japonica Partners
30 Kennedy Plaza
Providence, RI 02903
Dear Mr. Kazarian:
We have not received confirmation that your group will attend
the meeting that our Board of Directors has requested on
Sunday, December 4, 1994 at 10 A.M. Allan Miller's telephone
call to you this afternoon seeking confirmation of the meeting
has not been returned. As the business day has ended without
any response from you, we assume that you are not prepared to
meet with us when we requested and the Sunday morning meeting
will be cancelled. Under these circumstances, we reiterate our
request that you promptly provide the Board with written
responses to the questions set forth in the letter sent to you
yesterday. These responses can be sent to us in care of Allan
Miller at our Columbus headquarters.
On behalf of the Board of Directors.
Very truly yours,
/s/Frank J. Tasco
Frank J. Tasco
Exhibit 99.82
[Letterhead of Japonica Partners]
December 3, 1994
Frank J. Tasco
Director
Borden, Inc.
277 Park Avenue
New York, NY 10172
Dear Mr. Tasco:
We have reviewed your letter dated December 1, 1994. In order
for us to have a constructive dialogue, and to serve
shareholders' best interests in a productive and timely manner,
please note the following points:
POINT I; MEETING SPECIFICS -- Given the time sensitive
nature of the situation, it is important that you make
every effort to facilitate the participation of
shareholders and industry analysts in this process and
remain focused on your fundamental duty of maximizing
shareholder value.
As indicated in our November 30, 1994 letter, we wish to
meet with the Board of Directors in New York City on
December 6th, 1994 after the close of the market. We have
made meeting room arrangements for 4:45 p.m. at the Grand
Hyatt New York Hotel (The Alvin Room), at Park Avenue at
Grand Central Station.
POINT II; BOARD ATTENDANCE -- We respectfully suggest that
all members of the Board should attend the meeting. At a
minimum, a majority of directors, including the most
business knowledgeable directors, should be present. This
includes yourself (Former Chairman & CEO of Marsh &
McLennan Companies), Mr. Ervin Shames, CEO of Borden, Mr.
Robert Luciano, Chairman & CEO of Schering-Plough
Corporation and Mr. H. Barclay Morley, Former Chairman &
CEO of Stauffer Chemical Company. We are willing to
reschedule the meeting to facilitate full Board
participation.<PAGE>
Having only one director from a non-profit organization
may create the appearance that your advisors are seeking
to keep control away from the Board. Given reported
concerns regarding your advisors' possible conflicting
interests, any perception of impropriety, in our view,
should be avoided.
POINT III; MAJOR SHAREHOLDER AND INDUSTRY ANALYST
REPRESENTATION -- We respectfully recommend that you
expeditiously invite representatives of Borden's major
shareholders and industry analysts to attend the meeting.
POINT IV; ADDRESSING ISSUES -- The issues raised in your
letter will be addressed at the meeting, although certain
statements in your letter need clarification.
POINT V; IMPROVED PROPOSAL -- At the meeting, we will be
prepared to discuss modifications to our proposal that
would further enhance shareholder value.
We look forward to maximizing Borden's shareholder value as a
proactive white knight. Our proposal is made pursuant to your
request.
Best Regards,
/s/ Japonica Partners
JAPONICA PARTNERS
cc: Borden Board of Directors
Exhibit 99.83
[Letterhead of Borden]
December 4, 1994
Japonica Partners
30 Kennedy Plaza
Providence, Rhode Island 02903
Attention: Paul B. Kazarian
Gentlemen:
We will meet with you at the time you suggested in your last
letter: 4:45 pm Tuesday, December 6, 1994, at Borden's New York
offices, 277 Park Avenue, 40th floor. The purpose of this
meeting, as I indicated on December 1, is to ascertain the facts
we need to consider your November 30 letter. Although you are
welcome to bring representatives of your financing sources, if
any, we do not expect others to attend the meeting.
Your December 3 letter which we received this morning indicates
that you require clarification of certain statements contained in
our December 1 letter (a copy of which is attached). We believe
that the questions we raised are fundamental and straight
forward. However, please advise us as soon as possible of any
specific matters that need to be clarified. It would be
productive to have written responses to the questions raised in
our December 1 letter prior to our December 6 meeting. Frankly,
given the claims made in your letter of November 30, the amount
of time you have spent on this matter and the timetable of the
Whitehall offer, we are surprised that you did not have readily
available the answers to the questions we raised on December 1,
and that you did not take advantage of our offer to meet today.
We are surprised by the suggestion in your December 3 letter that
there may be modifications to your November 30 proposal. Why
wouldn't you have presented your best proposal on November 30?
Any changes to your proposal should be communicated to us as soon
as possible.
We look forward to meeting with you on Tuesday. Please confirm
with Allan Miller at our Columbus headquarters by 4:00 pm on
Monday that you will attend the meeting so that the necessary
travel arrangements can be made; if we do not hear from you prior
to 4:00 pm on Monday, we will assume that you do not wish to meet
with us.
On behalf of the Board of Directors,
/s/ Frank J. Tasco
Frank J. Tasco
Chairman<PAGE>
[LETTERHEAD OF BORDEN, INC.]
December 1, 1994
Mr. Paul B. Kazarian
Managing Partner
Japonica Partners
30 Kennedy Plaza
Providence, Rhode Island 02903
Dear Mr. Kazarian:
The Board of Directors of Borden, Inc. has reviewed your letter
dated November 30, 1994. As I am sure you appreciate, your
letter is silent on many important details, given the complex
nature of the transactions you describe. As we have advised
you previously, our objective is to maximize the value of
Borden for its shareholders and to do so we will pursue
whatever transaction we believe most likely to achieve our
objective.
In view of the time factors involved in the Whitehall
transaction and your proposal, we request that you meet with
the Board's representatives at 10:00 AM on Sunday, December 4,
1994, at Wachtell, Lipton, Rosen & Katz's offices, at 51 West
52nd Street, 28th floor. Dr. Wilbert J. LeMelle, one of our
independent directors, will chair the meeting on our behalf.
The purpose of the meeting will be to obtain detailed
information about your plans in order to assist the Board in
its consideration of your proposal.
In light of the complexity of your proposal, and to make the
meeting productive, you should provide us with detailed
information as to the following:
. What would happen in the near future to cause
all of Borden's shares to be worth $17 under
your plan, especially since you do not seem to
contemplate injecting new equity into the
Company and the Borden common stock will be
further burdened by the fixed charges of the
preferred stock you propose to issue;
. The basis for and assumptions underlying the
earnings per share forecasts of your plan,
which, notwithstanding preferred stock charges,
are at levels more than double earnings
estimates by Borden's management;<PAGE>
. How you would deal with the legal issues of
fraudulent conveyance and illegal dividend
payments in connection with the spin-offs your
proposal entails;
. How you would handle Borden's approximately $2.4
billion of outstanding indebtedness, more than
half of which would become prepayable as a
result of the split up of the Company you
propose;
. The sources of your financing and any material
contingencies with respect thereto;
. The dividend rate and other terms (assuming
current market conditions) that you think would
be necessary to cause the preferred stock you
would issue to trade at par; and
. The time period you think necessary to implement
the contemplated transactions (including
obtaining assurances as to the tax free status
thereof) and how you would propose to protect
Borden shareholders against possible adverse
developments in the interim period.
The foregoing questions are not intended to limit the
discussion at the meeting but merely to give you guidance in
preparing for the meeting. You are, of course, invited to
present whatever other information you wish.
We would like to proceed as expeditiously as practicable given
the nature of the task before us, and we have scheduled the
meeting accordingly. We look forward to receiving promptly
your confirmation that we will meet on Sunday. Please contact
Allan Miller at our Columbus office in this regard. If Sunday
is not convenient for you, please advise us promptly and we
will make every effort to schedule something more convenient.
If you cannot meet on Sunday, we request that you provide us
with a written response to our questions on or before Sunday.
On behalf of the Board of Directors,
/s/ Frank J. Tasco
Frank J. Tasco
Chairman
