UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Borden, Inc.
(Name of Issuer)
Common Stock, par value $.625 per share
(Title of Class of Securities)
09959 3 10 2
(CUSIP Number)
Henry R. Kravis, KKR Associates, Whitehall Associates, L.P. c/o Kohlberg
Kravis Roberts & Co.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 21, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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The Statement on Schedule 13D of the persons named on the
cover page hereof filed on October 3, 1994, as amended (the "Schedule"),
is hereby amended and supplemented as follows (capitalized terms used
but not defined herein shall have the meanings assigned to such
terms in the Schedule):
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On December 21, 1994, a press release, a copy of which
is attached hereto as Exhibit 10 and incorporated herein by
reference, was issued in connection with the consummation of the
Offer and acquisition of shares of Borden Common Stock pursuant
to the exercise of the Option.
Item 4. Purpose of Transaction.
----------------------
The information set forth in response to Item 3 in this
Amendment to the Schedule is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The information set forth in response to Item 3 in this
Amendment to the Schedule is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to the Issuer's Securities.
-----------------------------------------------------
The information set forth in response to Item 3 in this
Amendment to the Schedule is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
--------------------------------
10 Press release issued by Kohlberg Kravis Roberts & Co. on
December 21, 1994.
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<PAGE>
SIGNATURE
After reasonable 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.
KKR ASSOCIATES
By:/s/ Henry R. Kravis
-----------------------
Name: Henry R. Kravis
Title: General Partner
WHITEHALL ASSOCIATES, L.P.
By KKR Associates
General Partner
By:/s/ Henry R. Kravis
-----------------------
Name: Henry R. Kravis
Title: General Partner
BORDEN ACQUISITION CORP.
By:/s/ Scott M. Stuart
-----------------------
Name: Scott M. Stuart
Title: Vice President
Dated: December 21, 1994
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
10. Press release issued by Kohlberg Kravis Roberts & Co. on
December 21, 1994.
PAGE 4 of PAGES
EXHIBIT 10
Contact:
Ruth Pachman/Dawn Dover/Josh Pekarsky
Kekst and Company
(212) 593-2655
FOR IMMEDIATE RELEASE
KKR SUCCESSFULLY COMPLETES EXCHANGE OFFER AND ACQUIRES
APPROXIMATELY 69.5% OF BORDEN COMMON STOCK,
INCLUDING EXERCISE OF OPTION
NEW YORK, December 21, 1994--Kohlberg Kravis Roberts & Co. announced today
that its affiliate, Whitehall Associates, L.P. has successfully completed its
exchange offer for shares of common stock of Borden, Inc. (NYSE: BN), with an
estimated 90,007,716 shares, or 63.5% of those outstanding, having been tendered
by Borden shareholders.
Whitehall Associates and another KKR investment partnership also will
acquire 28,138,000 Borden shares pursuant to the exercise in full of a
previously granted option. Whitehall had previously announced its intention to
acquire such shares if the exchange offer was successfully completed.
Following the consummation of the exchange offer and exercise of the option,
based on the estimated number of shares tendered, the KKR investment
partnerships will own approximately 69.5% of the outstanding Borden common
stock.
The exchange offer expired, as scheduled, at 12:00 midnight, New York City
time, on Tuesday, December 20, 1994. Following expiration of the exchange offer,
Whitehall Associates accepted all shares of Borden common stock validly tendered
and not properly withdrawn prior to the expiration of the exchange offer. The
estimated 90,007,716 shares tendered and accepted included 15,302,708 shares
subject to guarantees of delivery. Each Borden share accepted for exchange in
the exchange offer will be exchanged for 2.29146 shares of common stock of RJR
Nabisco Holdings Corp. (NYSE: RN).
KKR stated that the proposed merger of Borden and a KKR affiliate will be
submitted to a vote of Borden shareholders at a special meeting to be called for
that purpose as soon as practicable. The merger would be consummated as soon as
practicable following approval by holders of 66 2/3% of the outstanding Borden
shares (including shares held by KKR and its affiliates). In the merger, all
remaining Borden shareholders would receive 2.29146 shares of common stock of
RJR Nabisco Holdings for each of their Borden shares.
This announcement does not constitute a solicitation of a proxy, consent or
authorization for or with respect to any special meeting or other meeting of
Borden's shareholders or any action in lieu thereof. Any such solicitation will
be made only pursuant to separate proxy materials in compliance with the
Securities Exchange Act of 1934. This announcement is neither an offer to sell
nor a solicitation of an offer to buy any securities.
