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. 6)
___________________
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. 6 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of
Borden, Inc., a New Jersey corporation (the "Company"), 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, Amendment No. 3 filed with
the Commission on December 5, 1994, Amendment No. 4 filed with
the Commission on December 6, 1994 and Amendment No. 5 filed
with the Commission on December 8, 1994 (as so amended, the
"Schedule 14D-9"), with respect to the exchange offer made by
Borden Acquisition Corp., a New Jersey corporation (the "Pur-
chaser"), 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 of the Company's common stock, par value
$.625 per share (the "Shares"), and the associated preferred
stock purchase rights (the "Rights"), not already owned by the
Purchaser or its affiliates, upon the terms and subject to the
conditions set forth in the Offering Circular/Prospectus, dated
November 22, 1994, as amended and supplemented by the Supple-
ment to the Offering Circular/Prpspectus, dated December 7,
1994, and the related Letter of Transmittal. 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:
At the Board of Directors meeting held on December 9,
1994, the Board reviewed Japonica's December 6, 1994 letter
which modified Japonica's November 30 letter. The Board also
reviewed reports of Japonica's December 6, 1994 public meeting
held in New York. After consultation with the Company's man-
agement and the Board's financial and legal advisors, the Board
determined that Japonica had still failed to address in
meaningful detail the fundamental questions raised by the Board
in its December 1 letter. In the Board's view, Japonica's
modifications to its proposal still do not present an
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attractive alternative to the Whitehall transaction. Among
other things, Japonica has still not provided any evidence of
its financing sources, presented a plan to refinance the at
least $1.4 billion of debt that would become payable as a
result of implementation of Japonica's proposal or explained
how it would resolve the legal and tax issues involved in its
proposed spin-offs. The Board reiterated its commitment to
review any additional information that Japonica may choose to
provide in response to the concerns raised by the Board.
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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 12, 1994 By: /s/ Allan L. Miller
Name: Allan L. Miller
Title: Senior Vice President,
Chief Administrative
Officer and General
Counsel
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