SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): December 21, 1994
BORDEN, INC.
(Exact name of registrant as specified in its charter)
New Jersey I-71 13-0511250
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
180 East Broad St., Columbus, OH 43215
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 614-225-4000<PAGE>
ITEM 1. (a) and (b) CHANGES IN CONTROL OF REGISTRANT
On December 21, 1994, Kohlberg Kravis Roberts & Co.,
L.P. ("KKR") announced the completion of the exchange offer
(the "Exchange Offer"), pursuant to the Agreement and Plan of
Merger, dated as of September 23, 1994, as amended, by and
among Borden Acquisition Corp. ("BAC"), a subsidiary of
Whitehall Associates, L.P. ("Whitehall"), an affiliate of KKR,
Whitehall and Borden, Inc. (the "Registrant"), for the common
shares of the Registrant (the "Shares"). Pursuant to the
Exchange Offer, Whitehall and KKR Partners II, L.P., an
affiliate of KKR (together, the "Common Stock Partnerships")
acquired, as of December 21, 1994, an estimated 90,007,716
Shares, or approximately 63.5% of those outstanding. On the
same date, the Common Stock Partnerships acquired 28,138,000
Shares directly from the Registrant pursuant to the exercise of
the option granted under the Conditional Purchase/Stock Option
Agreement dated as of September 23, 1994 by and among
Whitehall, BAC and the Registrant (the "Option"). The
consideration in both the Exchange Offer and the exercise of
the Option was shares of the common stock, par value $.01 per
share, of RJR Nabisco Holdings Corp. (the "Holdings Common
Stock") owned by affiliates of KKR. Following consummation of
the Exchange Offer and the exercise of the Option, as of
December 30, 1994, the Common Stock Partnerships held
118,269,307 Shares (representing approximately 69.58% of the
issued and outstanding Shares), acquired for an aggregate
consideration of 257,639,053 shares of Holdings Common Stock.
ITEM 5. OTHER EVENTS
On December 21, 1994, the Registrant announced that,
pursuant to the Merger Agreement, five new directors of the
Registrant designated by KKR had been elected and five then ex-
isting directors had resigned. The foregoing is qualified in
its entirety by reference to the Registrant's press release,
dated December 21, 1994, which is filed as an exhibit hereto
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
Exhibit 1 -- Press release of the Registrant dated December
21, 1994.
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Exhibit 2 -- Credit Agreement dated as of December 15, 1994
among the Registrant, 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 Arrang-
ers.*
Exhibit 3 -- Second Amended and Restated Credit Agreement
dated as of December 15, 1994 among T.M. In-
vestors 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 Su-
isse, as Arrangers (the Registrant does not
control T.M. Investors Limited Partnership and
this exhibit has been furnished to the Regis-
trant voluntarily at the Registrant's request).*
Exhibit 4 -- Form of Amendment to the Merger Agreement, dated
as of November 15, 1994.*
Exhibit 5 -- Second Amendment to the Merger Agreement, dated
as of December 6, 1994.*
_____________________
* Exhibits incorporated by reference -- see Exhibit Index.
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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: January 5, 1995 /s/Allan L. Miller
Allan L. Miller
Senior Vice President, Chief
Administrative Officer and
General Counsel
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EXHIBIT INDEX
Exhibit
No. Description
1 Press release of the Registrant dated December 21,
1994.
2 Credit Agreement dated as of December 15, 1994
among the Registrant, as Borrower, and the banks
named therein, as Banks, Citibank, N.A., as Ad-
ministrative Agent, Bankers Trust Company,
Chemical Bank, Citibank, N.A. and Credit Suisse,
as Lead Managing Agents, and BT Securities Cor-
poration, Chemical Securities Inc., Citicorp Se-
curities, Inc. and Credit Suisse, as Arrangers
(incorporated by reference to Exhibit 99.93 to the
Amendment No. 9 to the Registrant's Schedule 14D-9
filed on December 20, 1994).
3 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 Ad-
ministrative Agent, Bankers Trust Company,
Chemical Bank, Citibank, N.A. and Credit Suisse,
as Lead Managing Agents, and BT Securities Cor-
poration, Chemical Securities Inc., Citicorp Se-
curities, Inc. and Credit Suisse, as Arrangers
(the Registrant does not control T.M. Investors
Limited Partnership and this exhibit has been
furnished to the Registrant voluntarily at the
Registrant's request) (incorporated by reference
to Exhibit 99.94 to the Amendment No. 9 to the
Registrant's Schedule 14D-9 filed on December 20,
1994).
4 Form of Amendment to the Merger Agreement, dated
as of November 15, 1994 (incorporated by reference
to Exhibit 99.3 to the Registrant's 14D-9, filed
on November 22, 1994)
5 Second Amendment to the Merger Agreement, dated as
of December 6, 1994 (incorporated by reference to
Exhibit 99.87 to the Amendment No. 5 to the
Registrant's Schedule 14D-9 filed on December 8,
1994).
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EXHIBIT 1
Exhibit 1
[Letterhead of Borden, Inc.]
CONTACTS: At Borden Kekst and Company
Nicholas Iammartino Jim Fingeroth
614-225-4485 Fred Spar
Lynn Anderson 212-593-2655
614-225-7199
BORDEN ELECTS FIVE KKR EXECUTIVES TO BOARD
COLUMBUS, Ohio, December 21, 1994 -- Borden, Inc.
(NYSE: BN) today announced a realignment of its Board of Di-
rectors, as anticipated in the merger agreement entered into in
September between Borden and an affiliate of Kohlberg Kravis
Roberts & Co. (KKR).
Earlier today, KKR announced the success of its ex-
change offer for the common shares of Borden, resulting in
ownership by KKR affiliates of approximately 69.5% of Borden's
now outstanding total shares. Actions to consummate the merger
will be taken as soon as practicable, KKR said.
The Board realignment provides KKR with a majority of
the Board membership, while maintaining, as previously an-
nounced, the membership of at least two independent directors
until the merger is completed.<PAGE>
The new directors are: Henry R. Kravis, KKR Founding
Partner and General Partner; George R. Roberts, also Founding
Partner and General Partner; Clifton S. Robbins, General
Partner; Scott M. Stuart, General Partner; and Alexander Navab,
a KKR executive. Mr. Kravis has been elected Chairman of the
Board.
Continuing as Borden directors are Frank J. Tasco, a
director since 1988 and Chairman from December 1993 until to-
day; Ervin R. Shames, President and Chief Executive Officer of
Borden, and a director since June 1993; and Dr. Wilbert J.
LeMelle, President, Phelps-Stokes Fund (an educational foun-
dation) and a director since 1987.
Five Borden directors have resigned effective today:
Frederick E. Henning, President and Chief Operating Officer of
Woolworth Corporation; Robert P. Luciano, Chairman of the Board
and Chief Executive Officer of Schering-Plough Corporation; H.
Barclay Morley, former Chairman of the Board and Chief Execu-
tive Officer of Stauffer Chemical Company; John E. Sexton,
Dean, New York University School of Law; and Patricia Carry
Stewart, retired Vice President, the Edna McConnell Clark
Foundation (a charitable foundation).<PAGE>
Borden, Inc. is a worldwide producer of packaged
foods, non-food consumer products, and packaging and industrial
products.
