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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: DECEMBER 31, 1994 Commission file number: 1-71
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BORDEN, INC.
New Jersey 13-0511250
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(State of incorporation) (I.R.S. Employer Identification No.)
180 East Broad St., Columbus, OH 43215 614-225-4000
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(Address of principal executive offices) (Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
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Common stock par value $0.625* New York Stock Exchange ("NYSE")
Preferred Share Purchase Rights** NYSE
8 3/8% Sinking Fund Debentures NYSE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in any amendment to this Form 10-K. [x].
Aggregate market value in thousands of the voting stock held by nonaffiliates
of the Registrant based upon the average bid and asked prices of such stock on
March 14, 1995: $0.*
Number of shares of Common Stock, $0.625 par value, outstanding as of the
close of business on March 14, 1995: 0.* Number of shares of common stock, par
value $0.01 per share, outstanding as of the close of business on
March 14, 1995: 170,273,814
*The common stock, par value $.625 per share, was cancelled and retired
pursuant to the merger of Borden, Inc. with and into Borden Acquisition Corp.
on March 14, 1995. Such common stock will be delisted from the NYSE and
exchanges in Switzerland and Tokyo.
**All Preferred Share Purchase Rights were redeemed on December 20, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated
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none none
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The Exhibit Index is located herein at sequential pages 52 through 57.
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computed based on the sum of (i) the shares actually outstanding as of
March 14, 1995 and (ii) the number of Stock Options exercisable within
60 days of March 14, 1995 owned by that individual or entity whose
percentage of share ownership is being computed, but not taking
account of the exercise of Stock Options by any other person or
entity.
Item 13. Certain Relationships and Related Transactions
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The Company made a loan of $400,000 in 1995 to Mr. Kautto, Vice President-Human
Resources, in the form of a note bearing interest at prime. Accrued interest
is waived each year on the anniversary of the note if Mr. Kautto remains
employed. Principal payments targeted at $133,333 each are due annually after
three years. The amount of each annual payment due is increased or decreased
on formula based on the amount that his annual bonus earned in the prior year
differs from his targeted bonus. The entire principal and unwaived interest
are due upon termination of employment. The loan is secured by any contractual
payments due to Mr. Kautto from the Company.
Whitehall Associates, L.P. and KKR Partners II, L.P. together hold 100% of the
Company's common stock. The general partner of both of these limited
partnership is KKR Associates, a New York limited partnership of which Messrs.
Saul A. Fox, Edward A. Gilhuly, Perry Golkin, James H. Greene, Henry R. Kravis,
Robert I. MacDonnell, Michael N. Michelson, Paul E. Raether, Clifton S.
Robbins, George R. Roberts, Scott M. Stuart and Michael T. Tokarz are the
general partners. KKR Associates has sole voting and investment power with
respect to such shares. Messrs. Kravis, Robbins, Roberts and Stuart are
directors of the Company.
The Company expects that in 1995, KKR will render management, consulting and
financial services to the Company and its subsidiaries for an annual fee which
is yet to be determined. Messrs. Kravis, Roberts, Robbins and Stuart are
general partners of KKR and Mr. Navab is an executive of KKR.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) List of documents filed as part of this report
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1. Financial Statements
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All financial statements of the registrant are set forth under
Item 8 of this Report on Form 10-K.
2. Financial Statement Schedules
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Financial statement schedules are omitted because they are not
applicable or the required information is included in the
consolidated financial statements or notes thereto.
3. Exhibits
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Executive Compensation Plans and Arrangements are listed
herein at Exhibits (10)(viii) through (10)(xix)(m).
(3)(i) Restated Certificate of Incorporation.
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(ii) By-Laws.
(4)(i) Form of Indenture dated as of January 15,
1983, as supplemented by the First
Supplemental Indenture dated as of March 31,
1986 relating to the $200,000,000 8-3/8%
Sinking Fund Debentures due 2016,
incorporated herein by reference from
Exhibit 4(a) and (b) to Amendment No. 1 to
Registration Statement on Form S-3, File No.
33-4381.
(ii) Form of Indenture dated as of December 15,
1986, as supplemented by the First
Supplemental Debenture dated as of December
15, 1986 relating to the $315,000,000 Medium
Term Notes, Series A, incorporated herein by
reference from Exhibit 4(a) through (d) to
Amendment No. 1 to Registration Statement on
Form S-3, File No. 33-8775.
(iii) Form of Indenture dated as of December 15,
1987, as supplemented by the First
Supplemental Indenture dated as of December
15, 1987 and the Second Supplemental
Indenture dated as of February 1, 1993,
incorporated herein by reference from
Exhibit 4(a) through (d) to Registration
Statement on Form S-3, File No. 33-45770,
relating to the following Debentures and
Notes:
(a) The $125,000,000 9-7/8% Notes due
November 1, 1997.
(b) The $150,000,000 9-1/4% Sinking Fund
Debentures due 2019.
(c) The $200,000,000 9-1/5% Debentures
due 2021.
(d) The $250,000,000 7-7/8% Debentures
due 2023.
(iv) Form of Indenture relating to Zero Coupon
Notes due 2002, dated as of May 21, 1992,
incorporated herein by reference from
Exhibit 4(iv) to the 1992 Form 10-K Annual
Report.
(v) Form of Lynx Equity Unit Agreement relating
to Zero Coupon Notes due 2002, dated as of
May 21, 1992, incorporated herein by
reference from Exhibit 4(v) to the 1992 Form
10-K Annual Report.
(vi) Form of Indenture relating to Senior
Securities, incorporated herein by reference
from Exhibit 4.1 to the Company's
Registration Statement on Form S-3, File No.
33-57577.
(vii) Form of Indenture relating to Subordinated
Securities incorporated herein by reference
from Exhibit 4.2 to the Company's
Registration Statement on Form S-3, File No.
33-57577.
(viii) Agreement dated February 15, 1995 among Whitehall
Associates, L.P., KKR Partners II, L.P., and the
Company.
(ix) Agreement dated March 15, 1995 among Whitehall
Associates, L.P., KKR Partners II, L.P., and the
Company.
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(10)(i) Agreement and Plan of Merger, dated as of
September 23, 1994, among Whitehall
Associates, L.P., Borden Acquisition Corp.
and the Company (the "Merger Agreement"),
incorporated by reference to Exhibit 3 to
the Company's Report on Form 8-K, dated
September 23, 1994.
(ii) Amendment to the Merger Agreement, dated as
of November 15, 1994, incorporated herein by
reference to Exhibit 99.3 to the Company's
Solicitation/Recommendation Statement on
Schedule 14D-9, dated November 22, 1994.
(iii) Conditional Purchase/Stock Option Agreement,
dated as of September 23, 1994, among
Whitehall Associates, L.P., Borden
Acquisition Corp. and the Company
incorporated by reference to Exhibit 4 to
the Company's Report on Form 8-K dated
September 23, 1994.
(iv) Second Amendment to the Merger Agreement,
dated as of December 6, 1994 incorporated
herein by reference from Exhibit 99.87 to
Amendment No. 5 to the Company's
Solicitation/Recommendation Statement on
Schedule 14D-9, dated December 7, 1994.
(v) Third Amendment to the Merger Agreement, dated
as of January 4, 1995.
(vi) Credit Agreement dated as of December 15,
1994 among Borden, Inc., as Borrower, and
the banks named therein, as Banks, Citibank,
N.A., as Administrative Agent, Bankers Trust
Company, Chemical Bank, Citibank, N.A. and
Credit Suisse, as Lead Managing Agents, and
BT Securities Corporation, Chemical
Securities, Inc., Citicorp Securities, Inc.
and Credit Suisse, as Arrangers incorporated
herein by reference from Exhibit 99.93 to
Amendment No. 9 to the Company's
Solicitation/Recommendation Statement on
Schedule 14D-9, dated December 20, 1994.
(vii) Second Amended and Restated Credit Agreement
dated as of December 15, 1994 among T.M.
Investors Limited Partnership, as Borrower,
and the banks named therein, as Banks,
Citibank, N.A., as Administrative Agent,
Bankers Trust Company, Chemical Bank,
Citibank, N.A. and Credit Suisse, as Lead
Managing Agents, and BT Securities
Corporation, Chemical Securities Inc.,
Citicorp Securities, Inc. and Credit Suisse,
as Arrangers (Borden does not control T.M.
Investors Limited Partnership and this
exhibit has been furnished to Borden
voluntarily at Borden's request)
incorporated herein by reference from
Exhibit 99.94 to Amendment No. 9 to the
Company's Solicitation/Recommendation
Statement on Schedule 14D-9, dated December
20, 1994.
(viii) 1994 Management Incentive Plan incorporated
by reference to Exhibit 10(iv) to the
Company's Annual Report on Form
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10-K for the year ended December 31, 1993
(the "1993 10-K").
(ix) 1994 Stock Option Plan incorporated by
reference to Exhibit 10(v) to the 1993 10-K.
(x) Executive Family Survivor Protection Plan as
amended through December 9, 1993
incorporated by reference to Exhibit 10(vi)
to the 1993 10-K.
(xi) Executives Excess Benefits Plan as amended
through December 9, 1993 incorporated by
reference to Exhibit 10(vii) to the 1993
10-K.
(xii) Executives Supplemental Pension Plan as
amended through December 9, 1993
incorporated by reference to Exhibit
10(viii) to the 1993 10-K.
(xiii) Advisory Directors Plan, incorporated herein
by reference from Exhibit 10(viii) to the
1989 Form 10-K Annual Report.
(xiv) Advisory Directors Plan Trust Agreement,
incorporated herein by reference from
Exhibit 10(ix) to the 1988 Form 10-K Annual
Report.
(xv) Supplemental Benefit Trust Agreement as
amended through December 9, 1993
incorporated by reference to Exhibit 10(xi)
to the 1993 10-K.
(xvi) Amendment to Supplemental Benefit Trust
Agreement dated November 15, 1994.
(xvii) Form of Indemnification Letter Agreements
entered into with all Directors of the
Company, incorporated herein by reference
from Exhibit 10(xii) to the 1988 Form 10-K
Annual Report.
(xviii) Form of Letter Agreement entered into with
all holders of stock appreciation rights,
incorporated herein by reference from
Exhibit 10(xiii) to the 1989 Form 10-K
Annual Report.
(xix) (a) Agreement with Mr. A. S. D'Amato,
Chairman and Chief Executive
Officer, incorporated herein by
reference from Exhibit 10(i) to the
June 30, 1993 Form 10-Q.
(b) Amendment to Agreement with Mr. A.
S. D'Amato, incorporated herein by
reference from Exhibit 10(i) to the
September 30, 1993 Form 10-Q.
(c) Supplement to Agreement with Mr. A.
S. D'Amato incorporated by reference
to Exhibit 10(xiv) (a) to the 1993
10-K.
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(d) Agreement with Mr. E. R. Shames,
President and Chief Operating
Officer, incorporated herein by
reference from Exhibit 10(ii) to the
June 30, 1993 Form 10-Q.
(e) Description of Amendment to
Agreement with Mr. E. R. Shames
incorporated by reference to Exhibit
10(xiv)(e) to the 1993 10-K.
(f) Description of Amendment to
Agreement with Mr. E. R. Shames
incorporated by reference to Exhibit
10(i) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1994 (the "June 30,
1994 10-Q").
(g) Form of salary continuance
arrangement with Executive Officers,
incorporated herein by reference
from Exhibit 10(ix)(c) to the 1987
Form 10-K Annual Report.
(h) Agreement with Mr. L. O. Doza dated
June 2, 1994 incorporated by
reference to Exhibit 10(ii) to the
June 30, 1994 10-Q.
(i) Description of arrangement with C.
Robert Kidder, Chairman of the Board
and Chief Executive Officer.
(j) Agreement with Mr. J. C. Van Meter,
Executive Vice President and Chief
Financial Officer, dated July 7,
1994.
(k) Termination Agreement with Mr. E. R.
Shames dated as of January 10, 1995.
(l) Summary of terms of employment for Mr. Morris
and letter dated November 4, 1994 to Mr. Morris
regarding special severance arrangements.
(m) Letter agreement with Mr. Kautto dated January
19, 1994.
(xx) Second Amended and Restated Deposit
Agreement, dated February 16, 1993 among
Borden Chemicals and Plastics Limited
Partnership, Society National Bank, Borden,
Inc. and BCP Management, Inc., incorporated
herein by reference from Exhibit 10(xviii)
to the 1992 Form 10-K Annual Report.
(xxi) Notes Prepayment Agreement dated as of
December 15, 1994 between Borden Chemicals
and Plastics Operating Limited Partnership
and the Company.
(xxii) Prepayment Terms Agreement dated as of
December 15, 1994 among Borden Chemicals and
Plastics Operating Limited Partnership, The
Prudential Insurance Company of America,
Metropolitan Life Insurance Company,
Metropolitan Insurance and Annuity Company
and the Company.
(xxiii) Purchase Agreement dated February 16, 1995
among RJR Nabisco Holdings Corp., Goldman,
Sachs & Co., and the Company.
(12) Calculation of Ratio of Earnings to Fixed
Charges.
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(22) Subsidiaries of Registrant.
(27) Financial Data Schedule
Copies of the foregoing Exhibits are available to Shareholders of record upon
written request to Investor Relations at the Executive Offices of the Company,
and the payment of $.50 per page to help defray the cost of handling, copying,
and postage.
(b) Reports on Form 8-K
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On January 5, 1994 Borden, Inc. filed a Form 8-K which announced that the
Company was taking a fourth quarter 1993 pretax charge of $752.3 million to
provide for a restructuring and business divestment program. The Company also
recorded a pretax charge of $94.1 million for asset write-downs and changes in
accounting estimates. The Company also announced that it had adopted Statement
of Financial Accounting Standard No. 112.
On March 21, 1994 Borden, Inc. filed a Form 8-K which announced the restatement
and reclassification of the 1992 and 1993 financial statements as a result of
reversing and reclassifying certain items that had been included in its 1992
restructuring charge.
On September 11, 1994 Borden, Inc. filed a Form 8-K which announced an
amendment to the Rights Agreement between Borden, Inc. and The Bank of New
York, as Rights Agent.
On September 12, 1994 Borden, Inc. filed a Form 8-K which announced that
Borden, Inc. entered into a Letter of Intent to merge with an affiliate of
Kohlberg Kravis Roberts & Co.
On October 5, 1994 Borden, Inc. filed a Form 8-K which announced pretax charges
of $150 to $200 million to be recorded in the third quarter.
On October 5, 1994 Borden, Inc. filed a Form 8-K for the purpose of disclosing
the background and reasons for the Company's decision to enter into the Merger
Agreement and the Option Agreement.
On December 21, 1994 Borden, Inc. filed a Form 8-K announcing the completion of
the exchange offer, the resulting acquisition by KKR affiliates of
approximately 69.58% of the Company's stock and the election of five new
directors to the Company's Board.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
BORDEN, INC.
Date: March 30, 1995 By /s/ P. Michael Morton
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P. Michael Morton,
Vice President and
General Controller
(Principal Accounting Officer and
duly authorized signing officer)
59
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