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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 28, 1997 (May 22, 1997)
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BORDEN, INC.
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(Exact name of registrant as specified in its charter)
New Jersey I-71 13-0511250
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification No.)
180 East Broad Street, Columbus, Ohio 43215-3799
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 614-225-4000
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ITEM 5. Other Events.
On May 22, 1997, Borden, Inc. (Borden) and Mid-America Dairymen Inc. (Mid-Am)
announced a definitive agreement for Mid-Am to acquire the Borden/Meadow Gold
Dairies, Inc., unit for $435 million, subject to certain adjustments. Under the
terms of the transaction, Mid-Am will acquire the Meadow Gold, Viva, Lite Line
and Mountain High brand names, and a license to use the Borden and Elsie the
Cow trademarks in the United States on certain dairy products. Proceeds of the
transaction will be used by Borden to pay down debt and invest in its
businesses. The transaction is subject to customary regulatory review and
intended to close as soon as practicable.
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ITEM 7. Financial Statements and Exhibits.
c. Exhibit
No.
(99) News Release dated May 22, 1997 - "Mid-Am to Acquire Borden Dairy
Business".
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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: May 28, 1997 /s/ WILLIAM H. CARTER
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer &
Duly Authorized Signing Officer)
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Exhibit 99
Contact: Mid-America Dairymen Inc. Borden, Inc.
Dan Reuwee Lynn Anderson
417/865-7100 614/225-7199
Nick Iammartino
614/225-4485
MID-AM TO ACQUIRE BORDEN DAIRY BUSINESS
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COLUMBUS, Ohio and SPRINGFIELD, Missouri, May 22, 1997 -- Borden, Inc. and
Mid-America Dairymen Inc. (Mid-Am) today announced a definitive agreement for
Mid-Am to acquire the Borden/Meadow Gold Dairies, Inc., unit for $435 million,
subject to certain adjustments.
Borden/Meadow Gold Dairies, headquartered in Ogden, Utah, operates 27
processing facilities in 11 states, predominantly west of the Mississippi River,
and employs 3,600. The company produces a full line of dairy products, including
fluid milk, ice cream, other frozen novelties, yogurt, cottage cheese and juice,
and markets them under the company's own brand names, as well as to private
label customers.
Under the terms of the transaction, Mid-Am will acquire the Meadow Gold,
Viva, Lite Line and Mountain High brand names, and a license to use the Borden
and Elsie the Cow trademarks in the U.S. on certain dairy products. Proceeds of
the transaction will be used by Borden to pay down debt and invest in its
businesses.
The transaction is subject to customary regulatory review and intended to
close as soon as practicable.
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Gary Hanman, Chief Executive Officer of Mid-Am, said, "We're delighted to
add this business to our dairy system. Borden/Meadow Gold gives our dairy
farmer-owners access to several excellent brand names, a reputation for
outstanding product quality, a strong manufacturing and distribution system,
and a top-notch management team. It has great potential for growth and
profitability, and we will support the business with the resources needed to
capture that potential."
Highland, Illinois, dairy farmer and Mid-Am president Carl Baumann said the
purchase of Borden/Meadow Gold is an excellent opportunity for dairy farmers.
"This acquisition fits our long-range strategic plan to expand our geographic
profile and be a major marketer in the fluid milk sector of the dairy industry,"
he said.
C. Robert Kidder, Borden Chairman and Chief Executive Officer, said, "When
Mid-Am proposed this transaction, we struggled with the notion of selling a
business so many consumers identify with Borden. However, the agreement is
clearly a winner for the people of Borden/Meadow Gold Dairies, for Mid-Am and
for Borden.
"We have been transforming our company to focus on the food and chemical
business platforms that Borden is best able to develop and grow profitably," Mr.
Kidder said. "This transaction furthers the transformation effort and provides
capital that can be used to take advantage of major investment opportunities now
developing in those businesses, including acquisitions, capital expenditures,
new products and marketing initiatives."
Mr. Kidder noted that the Borden/Meadow Gold management team, led by
Chairman and CEO Anthony R. Ward, has restored the business to good
profitability since 1994, when the unit
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was substantially unprofitable and prior Borden management had identified it for
sale. With newly available financial resources following the acquisition of
Borden by affiliates of Kohlberg Kravis Roberts & Co., the business was
refocused in its historically strongest markets west of the Mississippi River,
and significant investments were made in people, infrastructure, financial
controls and marketing. Borden/Meadow Gold Dairies recorded sales of just over
$900 million in 1996.
Mid-America Dairymen Inc. is a dairy marketing cooperative serving more
than 17,000 member families in 30 states. Mid-Am supplies fluid milk to bottling
plants across the nation and is a major manufacturer of all types of dairy
products, including cheese, cultured products, infant and adult nutritional
products, and formulated dairy ingredients. Last year, Mid-Am had revenues of
$4.1 billion and handled more than 20 billion pounds of milk.
The Borden Family of Companies, with sales of $5.8 billion in 1996, is a
diversified producer of dairy, pasta, snacks and other packaged grocery
products; consumer adhesives and wallcoverings; and adhesives, resins and
coatings products for industrial uses. Headquartered in Columbus, Ohio, and
privately owned by affiliates of the investment firm Kohlberg Kravis Roberts &
Co. (KKR) since March 1995, the Borden Family employs about 20,000 people and
operates about 130 plants worldwide.
