UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)*
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)
March 14, 1995
(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).
PAGE 1 of 7 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 09959 3 10 2 Page 2 of 7 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BORDEN ACQUISITION CORP. (merged into Borden, Inc. on March 14,
1995)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
0
NUMBER OF
8 SHARED VOTING POWER
SHARES
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
No shares of common stock, par value $.625 per share, of Borden,
Inc. remain outstanding.
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 09959 3 10 2 Page 3 of 7 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
8 SHARED VOTING POWER
SHARES
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
No shares of common stock, par value $.625 per share, of Borden,
Inc. remain outstanding.
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 09959 3 10 2 Page 4 of 7 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHITEHALL ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
8 SHARED VOTING POWER
SHARES
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
No shares of common stock, par value $.625 per share, of Borden,
Inc. remain outstanding.
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
The Statement on Schedule 13D of the persons named on the
cover page hereof filed on October 3, 1994, as amended, is hereby
amended and supplemented as follows:
Item 2. Identity and Background.
-----------------------
At a special meeting of shareholders of Borden, Inc.
("Borden") held on March 14, 1995, the shareholders of Borden
approved the merger of Borden Acquisition Corp. (the "Purchaser")
with and into Borden. The certificate of merger was filed with
the Secretary of State of the State of New Jersey on March 14,
1995, and the merger became effective upon such filing (the
"Merger").
Item 5. Interest in Securities of the Issuer.
------------------------------------
As a result of the Merger, no shares of common stock,
par value $.625 per share (the "Borden Common Stock"), of Borden
remain outstanding. Each share of Borden Common Stock owned by
Borden or by any subsidiary of Borden or by Whitehall Associates,
L.P. ("Whitehall Associates"), KKR Partners II, L.P., the
Purchaser or any other subsidiary of Whitehall Associates was
cancelled and retired and ceases to exist. Each issued and
outstanding share of Borden Common Stock (other than those
cancelled as described in the preceding sentence) was converted
into the right to receive 2.29146 fully paid and non-assessable
shares of common stock, par value $.01 per share, of RJR Nabisco
Holdings Corp. Each share of common stock, par value $.01 per
share, of the Purchaser issued and outstanding immediately prior
to the effective time of the Merger was converted into a number
of shares of common stock, par value $.01 per share, of the
surviving corporation in the Merger equal to one one-thousandth
of the total number of outstanding shares of Borden Common Stock
immediately prior to the Merger, which is all of the issued and
outstanding capital stock of the surviving corporation.
PAGE 5 of 7 PAGES
<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/ Clifton S. Robbins
------------------------
Name: Clifton S. Robbins
Title: General Partner
WHITEHALL ASSOCIATES, L.P.
By KKR Associates
General Partner
By:/s/ Clifton S. Robbins
-------------------------
Name: Clifton S. Robbins
Title: General Partner
BORDEN, INC., successor by
merger to Borden Acquisition Corp.
By:/s/ Allan L. Miller
-----------------------
Name: Allan L. Miller
Title: Senior Vice President,
General Counsel and Secretary
DATED: March 24, 1995
PAGE 6 of 7 PAGES
