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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 6)
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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. 6 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"), as supplemented by the Offering Circular/Prospectus
Supplement, dated December 7, 1994 (the "Offering Circular/Prospectus
Supplement"), 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 or in the
Offering Circular/Prospectus Supplement.
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:
On December 19, 1994, the Purchaser notified Borden that, conditional upon
the consummation of the Exchange Offer, the Partnership, on behalf of itself and
as agent for KKR Partners II, L.P., was exercising the Option in full. Pursuant
to such notice, no shares will be acquired pursuant to the Option if the
Exchange Offer is not consummated. The conditional exercise of the Option is
consistent with the previously disclosed undertaking by the Purchaser, in
connection with the Settlement Agreement, to exercise the Option in full if at
least 41% of the outstanding Borden Shares were acquired in the Exchange Offer.
A copy of the notice of exercise is attached hereto as Exhibit 11(c)(6) and
incorporated herein by reference. The foregoing description is qualified in its
entirety by such reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5(a) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in response to Item 3 above in this Amendment to
the Schedule 14D-1 is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in response to Item 3 above in this Amendment to
the Schedule 14D-1 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 response to Item 3 above in this Amendment to
the Schedule 14D-1 is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information set forth in response to Item 3 above in this Amendment to
the Schedule 14D-1 is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
11(c)(6) Letter dated December 19, 1994 from the Purchaser to Borden with
respect to exercise of the Option.
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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
..................................
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
..................................
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
..................................
Name: Henry R. Kravis
Title: General Partner
Date: December 20, 1994
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EXHIBIT INDEX
<TABLE>
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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11(c)(6) Letter dated December 19, 1994 from the Purchaser to Borden with respect to
exercise of the Option......................................................
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EXHIBIT 11(c)(6)
BORDEN ACQUISITION CORP.
C/O KOHLBERG KRAVIS ROBERTS & CO.
9 WEST 57TH STREET
NEW YORK, NEW YORK 10019
December 19, 1994
Borden, Inc.
180 East Broad Street
Columbus, Ohio 43215
Attention: Frank J. Tasco
Dear Sirs:
Reference is made to that certain Conditional Purchase/Stock Option
Agreement dated as of September 23, 1994 (the "Agreement") by and among
Whitehall Associates, L.P. ("Whitehall"), Borden Acquisition Corp. ("Purchaser")
and Borden, Inc. (the "Company"). Terms capitalized herein and not otherwise
defined herein shall have their meanings set forth in the Agreement.
Pursuant to Section 1.2(b) of the Agreement, Purchaser hereby notifies the
Company of its designation of Whitehall (acting on behalf of itself and KKR
Partners II, L.P., an affiliated partnership (the "Affiliated Partnership")) as
its designee for purposes of exercising the Option to purchase 28,138,000 shares
of Common Stock (the "Shares"). Purchaser hereby specifies that the Shares be
evidenced by two stock certificates in the following denominations and names:
(i) one stock certificate in the amount of 27,443,920 shares of Common Stock
indicating that Whitehall Associates, L.P. is the holder thereof and (ii) one
stock certificate in the amount of 694,080 shares of Common Stock indicating
that KKR Partners II, L.P. is the holder thereof. The place of the closing of
such purchase (the "Closing") shall be at the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, New York 10017. The time and date of
the Closing shall be at 10:00 a.m. New York City time on the morning immediately
following the expiration of the Offer and acceptance of shares of Common Stock
for payment thereunder. The Offer is currently scheduled to expire 12:00
midnight, New York City time, on Tuesday, December 20, 1994, in which case,
assuming acceptance of shares of Common Stock for payment thereunder, the
Closing shall occur at 10:00 a.m. New York City time on Wednesday, December 21,
1994; provided, that if the expiration of the Offer is extended past 12:00
midnight, New York City time, on Tuesday, December 20, 1994, the time and date
of the Closing shall be at 10:00 a.m. New York City time on the morning
immediately following the expiration of the Offer as so extended, assuming
acceptance of shares of Common Stock for payment thereunder, (the "Extended
Closing"); provided, further, that, in the event the expiration of the Offer is
extended so that the Extended Closing would occur more than ten business days
from the date hereof, this notice shall be deemed to be in compliance with
Section 1.2(b) of the Agreement if, at least one business day prior to the
Extended Closing, Purchaser shall have provided the Company with written
confirmation of the time, date and place of the Extended Closing. If the Offer
is not consummated, this notice will be void and of no further force and effect.
<PAGE>
In accordance with Section 1.4 of the Agreement, Whitehall is prepared to
deliver, on its own behalf and on behalf of the Affiliated Partnership,
51,106,768 shares of Holdings Common Stock to the Company at the Closing in
consideration for the Shares.
Very truly yours,
BORDEN ACQUISITION CORP.
By: /s/ SCOTT STUART
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cc: Andrew R. Brownstein, Esq.
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