-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oOqfG5neOY2sbS7V4jJUzbI9XATTsrK10jiAJwJGVoZ3t1kMz7HMFwzunNHrIaXb VinJfGUbmOkV1NY8HFPP7A== 0000898822-95-000002.txt : 19950109 0000898822-95-000002.hdr.sgml : 19950109 ACCESSION NUMBER: 0000898822-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941221 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950105 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORDEN INC CENTRAL INDEX KEY: 0000013239 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 130511250 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00071 FILM NUMBER: 95500423 BUSINESS ADDRESS: STREET 1: 180 EAST BROAD ST 25TH FLR CITY: COLUMBUS STATE: OH ZIP: 43201 BUSINESS PHONE: 6142254000 MAIL ADDRESS: STREET 1: BORDEN INC STREET 2: 180 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43201 FORMER COMPANY: FORMER CONFORMED NAME: BORDEN CO DATE OF NAME CHANGE: 19680813 8-K 1 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 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. -1- 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. -2- 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 -3- 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). -4- EX-1 2 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. 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). Borden, Inc. is a worldwide producer of packaged foods, non-food consumer products, and packaging and industrial products. -----END PRIVACY-ENHANCED MESSAGE-----