SC 14D9

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 14D-9
                     SOLICITATION/RECOMMENDATION STATEMENT
                      PURSUANT TO SECTION 14(D)(4) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
 
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                                  BORDEN, INC.
                           (Name of Subject Company)
 
                                  BORDEN, INC.
                      (Name of Person(s) Filing Statement)
 
                    COMMON STOCK, PAR VALUE $.625 PER SHARE
                         (Title of Class of Securities)
 
                                   099599102
                     (CUSIP Number of Class of Securities)
 
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                             ALLAN L. MILLER, ESQ.
              SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER
                              AND GENERAL COUNSEL
                                  BORDEN, INC.
                             180 EAST BROAD STREET
                              COLUMBUS, OHIO 43215
                                 (614) 225-4000
   (Name, address and telephone number of person authorized to receive notice
        and communications on behalf of the person(s) filing statement)
 
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                                With a copy to:
                           ANDREW R. BROWNSTEIN, ESQ.
                         WACHTELL, LIPTON, ROSEN & KATZ
                              51 WEST 52ND STREET
                            NEW YORK, NEW YORK 10019
                                 (212) 403-1000
 
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ITEM 1. SECURITY AND SUBJECT COMPANY.
 
     The name of the subject company is Borden, Inc., a New Jersey corporation
(the "Company"). The address of the principal executive offices of the Company
is 180 East Broad Street, Columbus, Ohio 43215. The title of the class of equity
securities to which this Statement relates is common stock (the "Company Common
Stock"), par value $.625 per share (the "Shares").
 
ITEM 2. TENDER OFFER OF THE BIDDER.
 
     This Statement relates to the exchange offer disclosed in a Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and
Exchange Commission (the "Commission") on November 22, 1994 by Borden
Acquisition Corp., a New Jersey corporation (the "Purchaser"), Whitehall
Associates, L.P., a Delaware limited partnership (the "Partnership") and, KKR
Partners II, L.P., a Delaware limited partnership (together with the
Partnership, the "Common Stock Partnerships"), to exchange shares, owned by the
Purchaser or its affiliates, of common stock, par value $.01 per share (the
"Holdings Common Stock"), of RJR Nabisco Holdings Corp., a Delaware corporation
("Holdings"), for all outstanding Shares and the associated preferred stock
purchase rights (the "Rights"), not already owned by the Purchaser or its
affiliates, upon the terms and subject to the conditions set forth in the Offer
to Exchange, dated November 22, 1994 (the "Offering Circular/Prospectus"), and
the related Letter of Transmittal (the "Letter of Transmittal" which, together
with any amendments or supplements thereto or to the Offering
Circular/Prospectus, collectively constitute the "Exchange Offer"). The
Purchaser is a wholly owned subsidiary of the Partnership, and prior to the
consummation of the Exchange Offer, KKR Partners II, L.P. will hold shares of
common stock of the Purchaser. The general partner of each of the Common Stock
Partnerships is KKR Associates, an affiliate of Kohlberg Kravis Roberts & Co.,
L.P. ("KKR"). Under the terms of the Exchange Offer, each Share accepted by the
Purchaser in accordance with the Exchange Offer shall be exchanged for that
number of fully paid and nonassessable shares of Holdings Common Stock equal to
the Exchange Ratio. The term "Exchange Ratio" means the quotient (rounded to the
nearest 1/100,000) obtained by dividing (i) $14.25 by (ii) the average of the
average of the high and low sales prices of the Holdings Common Stock as
reported on the New York Stock Exchange (the "NYSE") Composite Tape on each of
the ten full consecutive trading days ending immediately prior to the ten
business day period ending on the date of expiration of the Exchange Offer,
including any extension thereof (the "Valuation Period"), provided that the
Exchange Ratio shall not be less than 1.78125 or greater than 2.375.
 
     The Exchange Offer is being made pursuant to an Agreement and Plan of
Merger (the "Agreement and Plan of Merger"), dated as of September 23, 1994, as
amended as of November 15, 1994 (the "Amendment"), by and among the Company, the
Purchaser and the Partnership (collectively, the "Merger Agreement") pursuant to
which, following the consummation of the Exchange Offer, subject to certain
conditions, the Purchaser will be merged with and into the Company (the
"Merger"). The consummation of the Exchange Offer is conditioned upon, among
other things, there being validly tendered and not properly withdrawn prior to
the expiration of the Exchange Offer a number of Shares which, when added to any
Shares previously acquired by the Partnership or the Purchaser (other than
pursuant to the Option (as hereinafter defined)), represents more than 41% of
the Shares outstanding on a fully diluted basis (other than dilution due to the
Rights) (the "Minimum Condition"). If, following the Exchange Offer and exercise
of the Option, approval of the Company's shareholders is required by applicable
law in order to consummate the Merger, provided that the Minimum Condition is
satisfied without being reduced or waived, the Company will submit the Merger to
the Company's shareholders for approval. If the Merger is submitted to the
Company's shareholders for approval, the Merger will require the approval of the
holders of not less than 66 2/3% of the Shares, including Shares owned by the
Purchaser and its affiliates. In the event the Merger is consummated, holders of
Shares will receive the same number of shares of Holdings Common Stock for each
Share as are exchanged for each Share in the Exchange Offer.
 
     Pursuant to a Conditional Purchase/Stock Option Agreement, dated as of
September 23, 1994, by and among the Company, the Purchaser and the Partnership
(the "Conditional Purchase/Option Agreement"), the Company has granted to the
Purchaser (or its designee, which shall be the Partnership or a wholly owned
direct or indirect subsidiary of the Partnership) a right (the "Option") to
purchase up to 28,138,000 Shares
 
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(the "Option Shares") (approximately 19.9% of the outstanding Shares as of the
date hereof) in exchange for a number of shares of Holdings Common Stock based
on a valuation per Share of $11. Subject to applicable law, if the Purchaser (or
the Partnership or a wholly owned direct or indirect subsidiary of the
Partnership) acquires more than 41% (but not more than 50%) of the outstanding
Shares in the Exchange Offer, the Option must be exercised to the extent
necessary so that, following such exercise, the Purchaser will own more than 50%
of the outstanding Shares (the "Mandatory Purchase" and the Shares purchased
thereby, the "Mandatory Purchase Shares"). If the Purchaser shall have exercised
the Option, in whole or in part, prior to the termination of the Exchange Offer,
the Purchaser may not waive or reduce the Minimum Condition. In addition, if the
Purchaser has not exercised the Option prior to the expiration of the Exchange
Offer, it will not be entitled to exercise the Option thereafter if it waives or
otherwise reduces the Minimum Condition and accepts fewer than 41% of the Shares
for exchange in the Exchange Offer.
 
     The address of the principal executive offices of the Purchaser and the
Common Stock Partnerships, as reported in the Schedule 14D-1, is 9 West 57th
Street, New York, New York 10019.
 
ITEM 3.  IDENTITY AND BACKGROUND.
 
     (a) The name and business address of the Company, which is the person
filing this Solicitation/Recommendation Statement, are set forth in Item 1
above.
 
     (b)(1) Except as described below, to the knowledge of the Company, as of
the date hereof, there are no material contracts, agreements, arrangements or
understandings (other than in the ordinary course of business), or any potential
or actual conflicts of interest between the Company or its affiliates and, (i)
the Company, its executive officers, directors or affiliates or (ii) the
Purchaser, the Common Stock Partnerships, or their executive officers, directors
or affiliates.
 
     (2) The following is a summary of certain provisions of the
agreement-in-principle, dated September 11, 1994, between the Company and the
Partnership (the "Letter of Intent"), the Merger Agreement (as amended as of
November 15, 1994), and the Conditional Purchase/Option Agreement. Such summary
is qualified in its entirety by reference to the full text of the Letter of
Intent, the Merger Agreement and the Conditional Purchase/Option Agreement,
which are filed as exhibits hereto and which are incorporated herein by
reference. In addition, in connection with the filing of a Registration
Statement by Holdings for the registration of the Holdings Common Stock to be
issued in the Exchange Offer, the Purchaser, the Partnership, Holdings and the
Company entered into an indemnification agreement with respect to the
information provided by each of them for inclusion in the Registration
Statement; a form of such agreement is filed as an exhibit hereto and is
incorporated herein by reference. As described in Item 4, KKR and the Company
have entered into a confidentiality agreement, which is filed as an exhibit
hereto and is incorporated herein by reference.
 
THE LETTER OF INTENT
 
     On September 11, 1994, the Company entered into the Letter of Intent, which
expressed the intent of the parties to negotiate definitive agreements on
substantially the terms that were subsequently embodied in the Merger Agreement
and the Conditional Purchase/Option Agreement. The Letter of Intent also
provided for, among other matters, the payment of a $20 million initial fee (the
"Initial Fee") to KKR (which was subsequently paid) and, in consideration of the
Letter of Intent and such Initial Fee, the Partnership agreed that, if for any
reason no merger agreement was entered into, Purchaser, or its designee, would
be required to purchase 28,138,000 Shares for $11 per share, payable in Holdings
Common Stock. The Letter of Intent also provided for the payment of a $50
million "topping" fee (reduced by the Initial Fee) in the event that, during the
pendency of the Letter of Intent, a third party made a transaction proposal (as
defined therein) that was subsequently consummated.
 
THE MERGER AGREEMENT
 
     Exchange Offer.  The Exchange Offer is being made pursuant to the Merger
Agreement, on the terms set forth in Item 2 of this Schedule 14D-9 and subject
to the conditions described herein under "-- Certain
 
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Conditions of the Exchange Offer." Without the written consent of the Company,
the Purchaser may not decrease the number of Shares being sought in the Exchange
Offer, change the form of consideration payable in the Exchange Offer (other
than by adding consideration), add additional conditions to the Exchange Offer
or make any other change in the terms or conditions of the Exchange Offer which
is adverse to the holders of Shares, except that a waiver by the Purchaser of
any condition, in whole or in part, at any time and from time to time, in its
discretion, will not be deemed to be materially adverse to any holder of Shares.
If the Purchaser shall have exercised the Option, in whole or in part, prior to
the termination of the Exchange Offer, the Purchaser may not waive the Minimum
Condition. The Purchaser has agreed with the Company that upon the request of
the Company (and without limiting the number of times that the Purchaser may
extend the Exchange Offer, or the total number of days for which the Exchange
Offer may be extended), the Purchaser will extend the Exchange Offer, one or
more times, for an aggregate of not more than 20 business days.
 
     In accordance with the Merger Agreement, the Company has approved of and
consented to the Exchange Offer and represented and warranted that (a) the Board
of Directors of the Company (the "Board") has (i) determined that the Merger
Agreement and the Conditional Purchase/Option Agreement and the transactions
contemplated thereby, including the Exchange Offer and the Merger, taken
together, are fair to the shareholders of the Company, and resolved to recommend
that holders of Shares (A) accept the Exchange Offer, (B) tender their Shares to
the Purchaser, and (C) if required by applicable law, approve and adopt the
Merger Agreement and the Merger (collectively, the "Recommendations") and (ii)
approved the Merger Agreement and the Conditional Purchase/Option Agreement and
the transactions contemplated thereby, and that such approval constitutes
approval of the Merger Agreement and the Conditional Purchase/Option Agreement
and the transactions contemplated thereby for purposes of Sections 14A:10A-4 and
14A:10A-5 of the New Jersey Business Corporation Act (the "NJBCA") and Article
VIII of the Company's Restated Certificate of Incorporation (the "Charter")
(relating to the approval requirements for certain business combinations) and
renders inapplicable certain change in control provisions of certain debt
securities and loan documents of the Company and its subsidiaries and (b) Lazard
Freres & Co. ("Lazard Freres") and CS First Boston Corporation ("First Boston"),
the Company's financial advisors, have delivered to the Board their respective
written opinions to the effect that, as of September 22, 1994, the consideration
to be received by holders of Shares pursuant to each of the Exchange Offer and
the Merger was fair to such holders from a financial point of view. The Company
has agreed, subject to certain exceptions described below under "-- No
Solicitation," not to change the Recommendations unless the average of the
average of the high and the low sales prices of the Holdings Common Stock as
reported on the NYSE Composite Tape for the Valuation Period is less than the
price per share that would yield an Exchange Ratio of 2.375 or less (without
giving effect to the limitation regarding the minimum and maximum Exchange Ratio
pursuant to the definition thereof). The Company will not have any right to
terminate the Merger Agreement as a result of any such change in the
Recommendations and, notwithstanding any such change in the Recommendations, the
Company will continue to be bound by its representations and warranties and
covenants contained in the Merger Agreement (except representations and
warranties and covenants with respect to the Recommendations), including,
without limitation, those with respect to the Rights Agreement, dated as of
January 28, 1986, as amended, between the Company and The Bank of New York, as
rights agent (the "Rights Agreement"), antitrust approvals and divestitures
(assuming that following receipt of such approvals the Purchaser purchases at
least 28,138,000 Shares), Article VIII of the Charter and Sections 14A:10A-4 and
14A:10A-5 of the NJBCA.
 
     The Purchaser has reserved the right to transfer or assign, in whole or
from time to time in part, to the Partnership, or to a wholly owned direct or
indirect subsidiary of the Partnership, the right to exchange all or any portion
of the Shares tendered pursuant to the Exchange Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations pursuant to the
Exchange Offer and will in no way prejudice the rights of tendering shareholders
to receive shares of Holdings Common Stock in exchange for Shares validly
tendered and accepted for exchange pursuant to the Exchange Offer. According to
the Merger Agreement, it is presently contemplated that the right of the
Purchaser to exchange for Shares pursuant to the Exchange Offer and the right of
the Purchaser to exercise the Option will be assigned to the Partnership (or a
direct or indirect wholly owned subsidiary of the Partnership).
 
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     The Merger Agreement provides that, if requested by the Partnership, the
Company will, following the acceptance for exchange of the Shares to be
exchanged pursuant to the Exchange Offer and/or the purchase of the Option
Shares in accordance with the Conditional Purchase/Option Agreement and, from
time to time thereafter, take all actions necessary to cause the Applicable
Percentage of directors (and of members of each committee of the Board)
(rounded, in each case, to the next highest director or member) of the Company
selected by the Partnership to consist of persons designated or elected by the
Partnership (whether, at the election of the Company, by means of increasing the
size of the Board or seeking the resignation of directors and causing the
Partnership's designees to be elected). The term "Applicable Percentage" means
the ratio of (i) the total voting power of all Shares accepted for exchange
pursuant to the Exchange Offer and/or purchased in accordance with the
Conditional Purchase/Option Agreement to (ii) the total voting power of the
outstanding voting securities of the Company, rounded to the nearest whole
number and expressed as a percentage; provided that, if the Purchaser has
acquired at least 28,138,000 Shares, the Applicable Percentage shall not be less
than 33 1/3%.
 
     Following the election or appointment of the Partnership's designees as
described in the preceding paragraph and prior to the effective time of the
Merger, any amendment by the Company or termination by the Company of the Merger
Agreement or the Conditional Purchase/Option Agreement, extension by the Company
for the performance or waiver of the obligations, conditions or other acts of
the Partnership or the Purchaser or waiver by the Company of its rights under
the Merger Agreement or the Conditional Purchase/Option Agreement, will require
the concurrence of a majority of directors of the Company then in office who are
not affiliated with the Partnership or the Purchaser or selected by the
Partnership for appointment or election to the Board ("Independent Directors").
 
     Certain Conditions of the Exchange Offer.  Notwithstanding any other
provision of the Exchange Offer, the Purchaser shall not be required to accept
for exchange, exchange or deliver any shares of Holdings Common Stock for,
subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), any Shares tendered and may terminate or (subject to the
terms of the Merger Agreement) amend the Exchange Offer or may postpone the
acceptance for exchange of the Shares tendered, if, immediately before
acceptance for exchange of any such Shares (whether or not any Shares have
theretofore been accepted for exchange pursuant to the Exchange Offer), (i) the
Minimum Condition shall not have been satisfied; (ii) any waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act, as amended (the "HSR Act")
applicable to the purchase of Shares pursuant to the Exchange Offer shall not
have expired or been terminated or the requisite approvals, authorizations or
consents required by the Investment Canada Act, Canada's Competition Act and the
European Community shall not have been obtained; (iii) all consents and waivers
on terms satisfactory to the Partnership necessary in order that the
consummation of the transactions contemplated by the Merger Agreement and the
Conditional Purchase/Option Agreement not constitute (A) an event of default or
an event which, with or without notice or the passage of time, would constitute
an event of default under any indebtedness, partnership agreement or
equityholders agreement of the Company or any subsidiary (or Borden Chemicals
and Plastics Limited Partnership, Borden Chemicals and Plastics Operating
Limited Partnership and T.M. Investors Limited Partnership) ("Indebtedness"),
including, without limitation, the Company's Amended and Restated Credit
Agreement, dated as of August 16, 1994, with Citibank, N.A., as Administrative
Agent (the "Credit Agreement"), and T.M. Investors Limited Partnership's Amended
and Restated Credit Agreement, dated as of August 16, 1994, with Citibank, N.A.,
as Administrative Agent, or (B) an event which would, individually or in
combination with other events, give rise to an obligation on the part of the
Company to repay or repurchase any Indebtedness, partnership interest or equity
interest, which event of default or other event described in clause (A) or (B)
above would give rise to, with or without notice or the passage of time and
taking into account any cross-acceleration or cross-default provisions, the
obligation to repay prior to maturity or the acceleration of an aggregate of at
least $25 million of Indebtedness or other obligations shall not have been
obtained; (iv) the Company shall not have refinanced, or received commitments
for refinancing or indications satisfactory to the Partnership from lenders that
it will be able to refinance, in each case on market terms reasonably acceptable
to the Partnership, the principal bank credit facilities of the Company and
T.M.I. Associates, L.P., provided that such refinancing shall not be required to
increase the available lines of credit under such facilities except to meet the
working capital and other reasonable needs of the Company and its
 
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subsidiaries and shall principally be related to extending maturities and
renegotiating repayment schedules under such facilities as appropriate to meet
the Company's business plan as determined by the Partnership and the Company;
(v) the Registration Statement and any required post-effective amendment thereto
shall not have become effective under the Securities Act of 1933, as amended
(the "Securities Act"), or shall be the subject of any stop order or proceedings
seeking a stop order, or any material "blue sky" and other state securities laws
applicable to the registration of the Holdings Common Stock to be exchanged for
Shares shall not have been complied with; or (vi) any of the following shall
occur and remain in effect and shall, in the reasonable judgment of the
Purchaser, in any such case, make it inadvisable to proceed with the Exchange
Offer or such acceptance for exchange of any of the Shares or to proceed with
the Merger:
 
          (a) (i) any representation or warranty of the Company in the Merger
     Agreement shall have been untrue as of the date of the Merger Agreement and
     shall continue to be untrue, which untrue representations or warranties, in
     the aggregate, would have a Material Adverse Effect (as hereinafter
     defined) on the Company; or there has been a breach by the Company of any
     covenant or agreement set forth in the Merger Agreement or the Conditional
     Purchase/Option Agreement having a Material Adverse Effect on the Company
     which has not been cured; (ii) the SEC Documents (as hereinafter defined)
     filed by the Company with the Commission since the date of the Merger
     Agreement did not comply in all material respects with the requirements of
     the Securities Act or the Exchange Act, as the case may be, and the rules
     and regulations of the Commission promulgated thereunder applicable to such
     SEC Documents, and the SEC Documents (including any and all financial
     statements included therein), except to the extent revised or superseded by
     a subsequent filing with the Commission, as of such dates contained any
     untrue statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading; or (iii) the consolidated financial statements of the Company
     included in the SEC Documents filed since the date of the Merger Agreement
     did not comply as to form in all material respects with applicable
     accounting requirements and the published rules and regulations of the
     Commission with respect thereto, were not prepared in accordance with
     generally accepted accounting principles (except, in the case of unaudited
     consolidated quarterly statements, as permitted by Form 10-Q of the
     Commission) applied on a consistent basis during the periods involved
     (except as may be indicated in the notes thereto) and did not fairly
     present the consolidated financial position of the Company and its
     consolidated subsidiaries as of the dates thereof and the consolidated
     results of their operations and cash flows for the periods then ended
     (subject, in the case of unaudited quarterly statements, to normal year-end
     audit adjustments);
 
          (b) there shall be any United States or foreign statute, rule,
     regulation, decree, order or injunction promulgated, enacted, entered into
     or enforced by any governmental entity, that (i) restrains or prohibits the
     making or consummation of the Exchange Offer or the Merger or restrains or
     prohibits the performance of the Merger Agreement or the Conditional
     Purchase/Option Agreement, (ii) prohibits or materially limits the
     ownership or operation by the Partnership or the Purchaser of all or any
     substantial portion of the business or assets of the Company or any of its
     subsidiaries or compels the Partnership or the Purchaser to dispose of or
     to hold separate all or any substantial portion of the business or assets
     of the Company or any of its subsidiaries, or imposes any material
     limitation on the ability of the Partnership or the Purchaser to conduct
     such business or own such assets or (iii) imposes material limitations on
     the ability of the Partnership or the Purchaser (or any other affiliate of
     the Partnership or the Purchaser) to acquire or hold or to exercise full
     rights of ownership of the Shares, including, but not limited to, the right
     to vote the Shares acquired by the Purchaser on all matters properly
     presented to the shareholders of the Company; provided, however, that the
     Partnership and the Purchaser shall have used their best efforts to have
     any such decree, order or injunction vacated or reversed;
 
          (c) any change shall have occurred since the date of the Merger
     Agreement in the business, financial condition or results of operations of
     the Company or any of its subsidiaries which has had, or would reasonably
     be expected to have, a Material Adverse Effect with respect to the Company,
     including, without limitation, the commencement in respect of, or by, the
     Company of an involuntary, or voluntary, proceeding under any applicable
     bankruptcy law, decree, order or any other case or proceeding adjudging
 
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     the Company a bankrupt or insolvent, or the condition of the Company is
     such that it is unable to pay all of its liabilities as such liabilities
     mature or has unreasonably small capital for conducting the business
     theretofore or proposed to be conducted by it;
 
          (d) there shall have occurred (and the adverse effect of such
     occurrence shall, in the reasonable judgment of the Purchaser, be
     continuing) (i) any general suspension of trading in, or limitation on
     prices for, securities on any national securities exchange or in the
     over-the-counter market in the United States, (ii) any extraordinary or
     material adverse change in United States financial markets generally,
     including, without limitation, a decline of at least 25% in either the Dow
     Jones Average of Industrial Stocks or the Standard & Poor's 500 index from
     the date of the Merger Agreement, (iii) a declaration of a banking
     moratorium or any suspension of payments in respect of banks in the United
     States, (iv) any limitation (whether or not mandatory) by any governmental
     entity, on, or any other event that would reasonably be expected to
     materially adversely affect, the extension of credit by banks or other
     lending institutions, (v) a commencement of a war or armed hostilities or
     other national or international calamity directly or indirectly involving
     the United States (other than in Haiti) which would reasonably be expected
     to have a Material Adverse Effect or materially adversely affect (or
     materially delay) the consummation of the Exchange Offer or (vi) in the
     case of any of the foregoing existing at the time of commencement of the
     Exchange Offer, a material acceleration or worsening thereof; or
 
          (e) the Merger Agreement shall have been terminated in accordance with
     its terms or the Exchange Offer shall have been amended or terminated with
     the consent of the Company.
 
     The foregoing conditions are for the sole benefit of the Partnership and
the Purchaser and may be asserted by the Partnership or the Purchaser regardless
of the circumstances giving rise to any such condition and may be waived by the
Partnership or the Purchaser, in whole or in part, provided, however, that if
the Purchaser shall have exercised the Option in whole or in part prior to the
termination of the Exchange Offer, the Purchaser shall not be permitted to waive
the Minimum Condition. The Partnership's or the Purchaser's failure at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which may be asserted
at any time and from time to time.
 
     The term "Material Adverse Effect" means, when used in connection with any
person, any change or effect that either individually or in the aggregate with
all other such other changes or effects is materially adverse to the business,
financial condition or results of operations of such person and its subsidiaries
taken as a whole or adversely affects the ability of such person to consummate
the transactions contemplated by the Merger Agreement in any material respect.
 
     The term "SEC Documents" means, with respect to any person, all reports,
schedules, forms, statements and other documents filed with the Commission by
such person since January 1, 1990, in each case, including all exhibits and
schedules thereto and documents incorporated by reference therein.
 
     Merger.  Pursuant to the Merger Agreement, if approval of the Company's
shareholders is required by applicable law in order to consummate the Merger,
provided that the Minimum Condition is satisfied without being reduced or
waived, following the acceptance for exchange of Shares pursuant to the Exchange
Offer, the Company, acting through its Board, will, in accordance with
applicable law, as soon as practicable following the expiration or termination
of the Exchange Offer, duly call, give notice of, convene and, subject to the
right of the parties to delay a special meeting under certain circumstances
described in the Merger Agreement, hold a special meeting of its shareholders
(the "Shareholders' Meeting") for the purpose of considering and taking action
upon the Merger Agreement and the Merger and use its best efforts to obtain the
necessary approval by its shareholders of the Merger Agreement and the
transactions contemplated thereby, including the Merger.
 
     In the Merger Agreement, the Company has agreed that (a) its obligations
described in the preceding paragraph (including, without limitation, the
obligation to submit the Merger Agreement and the Merger to a vote of the
Company's shareholders) will not be affected by the withdrawal or modification
of the Recommendations (but there shall be no obligation of the Board to
continue the Recommendation that shareholders approve and adopt the Merger
Agreement and the Merger) and (b) (i) if the Merger is not approved by the
shareholders of the Company following the acceptance for exchange of Shares
pursuant to the
 
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Exchange Offer or the purchase of Shares pursuant to the Conditional
Purchase/Option Agreement or (ii) if the Merger is not submitted to the
shareholders of the Company but the Purchaser has acquired at least 28,138,000
Shares, the approval of the transactions contemplated by the Merger Agreement,
including the Exchange Offer and the Merger, by the Board shall constitute,
solely for the purposes of Sections 14A:10A-4 and 14A:10A-5 of the NJBCA and, to
the extent that there are no Continuing Directors (as defined in the Charter),
Article VIII of the Charter, an approval of any future "Business Combination"
(as defined in Section 14A:10A-3 of the NJBCA and Article VIII of the Charter)
between the Company and the Partnership or any affiliate thereof, provided that
(x) such Business Combination is approved by a majority of the Independent
Directors and (y) if appropriate, the Company shall have received the opinion of
an investment banking firm selected by the Independent Directors that such
Business Combination is fair to the Company's shareholders from a financial
point of view (an "Excepted Future Transaction").
 
     At the Shareholders' Meeting, each of the Partnership and the Purchaser has
agreed that it will vote, or cause to be voted, all Shares acquired in the
Exchange Offer or otherwise beneficially owned by it or any of its respective
subsidiaries in favor of the approval and adoption of the Merger Agreement and
the transactions contemplated thereby, including the Merger.
 
     Under the Merger Agreement, in the event that the Partnership and the
Purchaser, or any other direct or indirect subsidiary of the Partnership,
acquires at least 90% of the outstanding Shares, the parties have agreed to take
all necessary or appropriate action to cause the Merger to become effective as
soon as practicable after the expiration of the Exchange Offer without a meeting
of shareholders of the Company, in accordance with applicable provisions of the
NJBCA.
 
     Upon the effective time of the Merger, the Purchaser will be merged with
and into the Company, and the Company will continue as the surviving corporation
in the Merger under the name "Borden, Inc."
 
     The directors of the Purchaser at the effective time of the Merger will be
the directors of the surviving corporation, each to hold office in accordance
with the restated certificate of incorporation and by-laws of the surviving
corporation and until the earlier of his or her resignation or removal or until
his or her successor is duly elected and qualified, as the case may be. The
officers of the Company at the effective time of the Merger will be the officers
of the surviving corporation, each to hold office in accordance with the
restated certificate of incorporation and by-laws of the surviving corporation
and until the earlier of his or her resignation or removal or until his or her
successor is duly appointed and qualified, as the case may be.
 
     By virtue of the Merger and without any action on the part of the holder of
any Shares or any shares of capital stock of the Purchaser: (a) each share of
common stock of the Purchaser issued and outstanding immediately prior to the
effective time of the Merger will be converted into a number of shares of common
stock, par value $.01 per share, of the surviving corporation equal to one
one-thousandth of the total number of outstanding Shares immediately prior to
the Merger, which will be all of the issued and outstanding capital stock of the
surviving corporation; (b) each Share that is owned by the Company or by any
subsidiary of the Company and each Share that is owned by the Partnership, the
Purchaser or any other subsidiary of the Partnership will automatically be
cancelled and retired and cease to exist, and no cash, Holdings Common Stock or
other consideration will be delivered or deliverable in exchange therefor; and
(c) each issued and outstanding Share will be converted into the right to
receive a number of fully paid and nonassessable shares of Holdings Common Stock
equal to the number of fully paid and nonassessable shares of Holdings Common
Stock that were delivered by the Purchaser with respect to each Share that was
validly tendered and not properly withdrawn and accepted for exchange pursuant
to the terms of the Exchange Offer.
 
     The Merger Agreement provides that, as of the effective time of the Merger,
each holder of a then outstanding option to purchase Company Common Stock (a
"Stock Option") shall receive with respect to each Share subject to such Stock
Option an amount in cash equal to the excess, if any, of (i) the product of the
final Exchange Ratio and the average of the average of the high and the low
sales prices of the Holdings Common Stock as reported on each of the ten
consecutive trading days immediately preceding the effective time of the Merger
over (ii) the per share exercise price of such Stock Option, and the Company
shall cause the surrender and cancellation of each Stock Option (and any related
stock appreciation right) with respect to which a payment by the Company is
made. Based upon the closing stock price of $6 5/8 per share for the
 
                                        8
   9
 
Holdings Common Stock on November 7, 1994, this estimated aggregate net payment
to holders of Stock Options would be $2,722,928. With respect to Stock Options
not so surrendered and cancelled, such Stock Options shall, if not previously
terminated or expired in accordance with their terms, terminate upon the grantee
leaving the Company except upon such grantee's death, Disability (as defined for
purposes of the plans under which the Stock Options were granted) or retirement
at or after age 65 (or such earlier age as the Purchaser may expressly agree)
and except that, to the extent provided under any such existing Stock Option, if
the grantee is terminated by the Company without Cause (as defined for purposes
of the plans under which the Stock Options were granted) within two years
following a Change in Control (as defined for purposes of the plans under which
the Stock Options were granted) of the Company, the grantee shall have a period
of 90 days following such termination within which to exercise such Stock
Option. No employee who has been previously granted a Stock Option or stock
appreciation right will be approved for retirement for purposes of any plan or
agreement under which such Stock Option or right has been granted without the
express consent of the Purchaser. The Purchaser and the Company have agreed to
continue to discuss the manner in which outstanding Stock Options shall be
treated after the Merger is consummated. As of November 15, 1994, there were
outstanding Stock Options with respect to 7,121,373 Shares. Of these, Stock
Options with respect to 1,397,876 Shares, with an average exercise price of
$12.31, were exercisable at prices of $14.25 or less.
 
     Under the Merger Agreement, the Company has agreed to take all steps
necessary so that no participant in any employee plans, programs or arrangements
of the Company will have any right to acquire or receive any Shares or other
equity interest in the Company on or after the effective time of the Merger
other than in connection with the exercise of Stock Options outstanding on the
date of the Merger Agreement which have not been cancelled as described in the
preceding paragraph. On or prior to the effective time of the Merger, the
Company has agreed to amend each of its (and cause the amendment of each of its
affiliate's) qualified defined contribution plans to eliminate any investment in
Shares after such effective time. In addition, the Company has agreed to cause
an amendment of each of its employee plans, programs and arrangements pursuant
to which an employee may be entitled to receive Shares (each a "Stock Plan") to
provide that any employee entitled to receive Shares in respect of previously
deferred bonuses or compensation will receive instead cash equal to the product
of (i) the final Exchange Ratio multiplied by the average of the average of the
high and the low closing sales prices of the Holdings Common Stock as reported
on each of the ten consecutive trading days immediately preceding the effective
time of the Merger and (ii) the number of Shares so deferred, plus interest
equal to the rate otherwise credited on deferred amounts under the applicable
plans or, if no such rate is credited, the prime rate established by Chemical
Bank, from time to time on such deferred bonuses or compensation from the
effective time of the Merger to the date of distribution.
 
     Pursuant to the Merger Agreement, subject to the terms of any Company plan,
any merger consideration paid in respect of restricted Shares held by any
employee or former employee of the Company or any of its affiliates will remain
restricted and subject to the same terms and conditions imposed on such
restricted shares.
 
     Exchange of Certificates and Exchange Procedures in the Proposed
Merger.  Pursuant to the Merger Agreement, at or prior to the effective time,
the Purchaser shall deposit with or for the account of a bank or trust company
designated by the Partnership, which shall be reasonably satisfactory to the
Company (the "Merger Exchange Agent"), for the benefit of the holders of Shares,
for exchange, the consideration to be paid in the Merger in respect of each
Share outstanding immediately prior to the effective time (other than Shares to
be cancelled and retired in connection with the Merger).
 
     As soon as reasonably practicable after the effective time, the Purchaser
will instruct the Merger Exchange Agent to mail to each holder of record
immediately prior to the effective time (other than holders of Shares to be
cancelled and retired in connection with the Merger) of a certificate or
certificates representing Shares (each, a "Share Certificate") (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk of
loss and title to the Share Certificates shall pass, only upon proper delivery
of the Share Certificates to the Merger Exchange Agent and shall be in such form
and have such other provisions as the Partnership or the Purchaser may
reasonably specify) (the "Merger Letter of Transmittal") and (ii) instructions
for use in effecting the surrender of the Share Certificates in exchange for
Holdings Common Stock. Upon surrender to the Merger Exchange Agent of Share
Certificates, together with such Merger Letter
 
                                        9
   10
 
of Transmittal duly executed and any other required documents, and acceptance
thereof by the Merger Exchange Agent, each holder of a Share Certificate shall
be entitled to a certificate or certificates representing the number of full
shares of Holdings Common Stock into which the aggregate number of Shares
previously represented by such Share Certificate surrendered shall have been
converted pursuant to the Merger Agreement. The Merger Exchange Agent shall
accept such Share Certificates upon compliance with such reasonable terms and
conditions as the Merger Exchange Agent may impose to effect an orderly exchange
thereof in accordance with normal exchange practices. After the effective time
of the Merger, there shall be no further transfer on the books and records of
the Company or its transfer agent of Share Certificates and if such Share
Certificates are presented to the Company for transfer, they shall be cancelled
against delivery of certificates for Holdings Common Stock as described herein.
If any certificate for such Holdings Common Stock is to be issued in a name
other than that in which the Share Certificate surrendered for exchange is
registered, it shall be a condition of such exchange that the Share Certificate
so surrendered shall be properly endorsed, with signature guaranteed, or
otherwise in proper form for transfer and that the person requesting such
exchange shall pay to the Purchaser or its transfer agent any transfer or other
taxes required by reason of the issuance of certificates for such Holdings
Common Stock in a name other than that of the registered holder of the Share
Certificate surrendered, or establish to the satisfaction of the Purchaser or
its transfer agent that such tax has been paid or is not applicable. Until
surrendered as described herein, each Share Certificate shall be deemed at any
time after the effective time of the Merger to represent only the right to
receive upon such surrender the merger consideration.
 
     No certificates or scrip representing fractional shares of Holdings Common
Stock shall be issued upon the surrender for exchange of Share Certificates, and
such fractional share interests will not entitle the owner thereof to vote or to
any rights of a stockholder of Holdings; and, notwithstanding any other
provision of the Merger Agreement, each holder of Shares exchanged pursuant to
the Merger who would otherwise have been entitled to receive a fraction of a
share of Holdings Common Stock (after taking into account all Shares delivered
by such holder) shall receive, in lieu thereof, a cash payment (without
interest) representing such holder's proportionate interest in the net proceeds
from the sale by the Merger Exchange Agent (following the deduction of
applicable transaction costs of third parties other than the Merger Exchange
Agent, the Company, the Purchaser or affiliates of any of the foregoing), on
behalf of all such holders, of the shares (the "Excess Shares") of Holdings
Common Stock representing all such fractions. Such sale shall be made as soon as
practicable after the effective time of the Merger.
 
     No dividends or other distributions with respect to Holdings Common Stock
with a record date after the effective time of the Merger shall be paid to the
holder of any unsurrendered Share Certificate for Shares with respect to the
shares of Holdings Common Stock represented thereby, and no cash payment in lieu
of fractional shares shall be paid to any such holder as described above, until
the surrender of such Share Certificate as described herein. Subject to the
effect of applicable laws, following surrender of any such Share Certificate,
there shall be delivered to the holder of such Share Certificate a certificate
representing whole shares of Holdings Common Stock issued in exchange therefor
and, without interest, (i) at the time of such surrender or as promptly after
the sale of the Excess Shares as practicable, the amount of any cash payable in
lieu of a fractional share of Holdings Common Stock to which such holder is
entitled as described herein and the amount of dividends or other distributions
with a record date after the effective time of the Merger theretofore paid with
respect to such whole shares of Holdings Common Stock and (ii) at the
appropriate payment date, the amount of dividends or other distributions payable
with respect to such whole shares of Holdings Common Stock with a record date
after the effective time of the Merger but prior to such surrender and a payment
date subsequent to such surrender. In no event shall the persons entitled to
receive such dividends or other distributions be entitled to receive interest on
such dividends or other distributions.
 
     All shares of Holdings Common Stock delivered and cash paid upon the
surrender for exchange of Share Certificates which represented Shares (including
any cash paid in respect of fractional shares of Holdings Common Stock) shall be
deemed to have been delivered (and paid) in full satisfaction of all rights
pertaining to the Shares theretofore represented by such Share Certificates,
subject, however, to the surviving corporation's obligation, with respect to
Shares, to pay any dividends or make any other distributions with a record date
prior to the effective time of the Merger which may have been declared or made
by the Company
 
                                       10
   11
 
on such Shares prior to the date of the Merger Agreement and which remain unpaid
at the effective time of the Merger.
 
     Any portion of the consideration in the Merger deposited with the Merger
Exchange Agent (the "Exchange Fund") which remains undistributed to the holders
of the Share Certificates for nine months after the effective time of the Merger
shall be delivered to the Partnership upon demand and any holders of Shares who
have not theretofore complied with the foregoing exchange procedures shall
thereafter look only to the Partnership and only as general creditors thereof
for payment of their claim for Holdings Common Stock (or any security or
consideration into which Holdings Common Stock is converted) and any cash in
lieu of fractional shares of Holdings Common Stock and shall look only to the
Partnership and only as general creditors thereof for payment of any dividends
or distributions with respect to Holdings Common Stock to which such holders may
be entitled.
 
     None of the Partnership, the Purchaser, Holdings, the Company or the Merger
Exchange Agent shall be liable to any person in respect of any shares of
Holdings Common Stock (or dividends or distributions with respect thereto) or
cash from the Exchange Fund delivered to a public official pursuant to any
applicable abandoned property, escheat or similar law. If any Share Certificates
which represented Shares shall not have been surrendered prior to five years
after the effective time of the Merger (or immediately prior to such earlier
date on which any shares of Holdings Common Stock, any cash in lieu of
fractional shares of Holdings Common Stock or any dividends or distributions
with respect to Holdings Common Stock in respect of such Share Certificate would
otherwise escheat to or become the property of any governmental entity), any
such shares, cash, dividends or distributions in respect of such certificate
shall, to the extent permitted by applicable law, become the property of the
Partnership, free and clear of all claims or interest of any person previously
entitled thereto.
 
     The Merger Exchange Agent shall invest any cash included in the Exchange
Fund, as directed by the Partnership, on a daily basis. Any interest and other
income resulting from such investments shall be paid to the Partnership.
 
     Representations and Warranties.  The Merger Agreement contains customary
representations and warranties of the Company relating, with respect to the
Company and its subsidiaries, to, among other things, (a) organization, standing
and similar corporate matters; (b) certain subsidiaries; (c) the Company's
capital structure; (d) the authorization, execution, delivery, performance and
enforceability of the Merger Agreement, the Conditional Purchase/Option
Agreement and related matters; (e) documents filed by the Company with the
Commission and the accuracy of information contained therein; (f) the accuracy
of information supplied by the Company in connection with this Offering
Circular/Prospectus and other documents filed with the Commission in connection
with the Exchange Offer and the Merger; (g) the absence of certain changes or
events since the date of the most recent audited financial statements filed with
the Commission, including material adverse changes with respect to the Company;
(h) benefit plans and other matters relating to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and employment matters; (i) filing
of tax returns and payment of taxes; (j) the inapplicability of provisions of
the Charter and the NJBCA relating to business combinations with interested
stockholders and state takeover or similar statutes, to the Merger Agreement,
the Conditional Purchase/Option Agreement and related agreements and
transactions; (k) environmental matters; (l) brokers' fees and expenses; (m) no
material conflicts with laws or agreements of the Company and its subsidiaries;
(n) any required vote of shareholders to approve the Merger Agreement, the
Company Merger and the other transactions contemplated thereby and the
Conditional Purchase/Option Agreement and the transactions contemplated thereby;
(o) certain matters relating to the Rights; and (p) certain resolutions of the
Board relating to the declaration and payment of future dividends.
 
     The Merger Agreement also contains customary representations and warranties
of the Purchaser and the Partnership relating to, among other things, (a)
organization, standing and similar corporate matters with respect to the
Purchaser and Holdings; (b) subsidiaries of the Purchaser and Holdings; (c) the
Purchaser's and Holdings' capital structures; (d) the authorization, execution,
delivery, performance and enforceability of the Merger Agreement and the
Conditional Purchase/Option Agreement and related matters with respect to the
Purchaser, the Partnership and Holdings, as applicable; (e) documents filed by
Holdings with the
 
                                       11
   12
 
Commission and the accuracy of information contained therein; (f) the accuracy
of information supplied by the Partnership or the Purchaser in connection with
the Offering Circular/Prospectus and other documents filed with the Commission
in connection with the Exchange Offer and the Merger; (g) brokers' fees and
expenses; (h) interim operations of the Purchaser; and (i) the absence of
certain changes or events since the most recent financial statements filed with
the Commission, including material adverse changes with respect to Holdings.
 
     In addition, the Merger Agreement contains representations of the
Partnership relating to, among other things, (a) the authorization, execution,
delivery, performance and enforceability of the Merger Agreement and related
matters; (b) the Partnership's good title to the Holdings Common Stock to be
transferred pursuant to the Merger Agreement and the Conditional Purchase/Option
Agreement, and the listing thereof on the NYSE; and (c) no material conflicts
with laws or agreements of the Partnership.
 
     Covenants Regarding Conduct of Business.  Except as contemplated by the
Merger Agreement, during the period from the date of the Merger Agreement to the
date on which a majority of the Board consists of designees or representatives
of the Partnership, the Company, with respect to itself and each of its
subsidiaries, has agreed in the Merger Agreement to conduct its operations
according to its ordinary course of business consistent with past practice and
to use its best efforts to preserve intact its business organization, to keep
available the services of its current officers and employees and to preserve
existing relationships with licensors, licensees, suppliers, contractors,
distributors, customers and others having business relationships with it to the
end that its goodwill and ongoing businesses will be unimpaired at the date on
which a majority of the Board consists of designees or representatives of the
Partnership. Without limiting the generality of the foregoing, and except as
otherwise contemplated by the Merger Agreement, or as required by law or
contract existing on the date of the Merger Agreement, prior to the date on
which a majority of the Board consists of designees or representatives of the
Partnership, the Company has agreed that neither it nor any of its subsidiaries
will, without the prior written consent of the Partnership (i) (x) declare, set
aside or pay any dividends on, or make any other distributions in respect of,
any of its capital stock (except (A) certain dividends and distributions by
subsidiaries of the Company to their respective parents and (B) that the Company
may continue the declaration and payment of regular quarterly cash dividends not
in excess of $.01 per share (with usual record and payment dates and in
accordance with its past dividend policy)), (y) split, combine or reclassify any
of its capital stock or issue or authorize the issuance of any other securities
in respect of, in lieu of or in substitution for shares of its capital stock or
(z) except for the redemption of the Rights and the outstanding Preferred
Stock-Series B, without par value (the "Series B Preferred Stock") of the
Company, purchase, redeem or otherwise acquire any shares of capital stock of
the Company or any of its subsidiaries or any other securities thereof or any
rights, warrants or options to acquire any such shares or other securities; (ii)
subject to certain exceptions, authorize for issuance, issue, deliver, sell or
agree or commit to issue, sell or deliver (whether through the issuance or
granting of options, warrants, commitments, subscriptions, rights to purchase or
otherwise), pledge or otherwise encumber any shares of its capital stock or the
capital stock of any of its subsidiaries, any other voting securities or any
securities convertible into, or any rights, warrants or options to acquire, any
such shares, voting securities or convertible securities or any other securities
or equity equivalents; (iii) amend its certificate of incorporation, by-laws or
other comparable charter or organizational documents or alter through merger,
liquidation, reorganization, restructuring or in any other fashion the corporate
structure or ownership of any subsidiary not constituting an inactive subsidiary
of the Company; (iv) acquire or agree to acquire (x) by merging or consolidating
with, or by purchasing a substantial portion of the stock or assets of, or by
any other manner, any business or any corporation, partnership, joint venture,
association or other business organization or division thereof or (y) any assets
that are material, individually or in the aggregate, to the Company and its
subsidiaries taken as a whole, except purchases of inventory in the ordinary
course of business consistent with past practice; (v) sell, lease, license,
mortgage or otherwise encumber or subject to any lien or otherwise dispose of
any of its properties or assets, except sales of (A) inventory in the ordinary
course of business consistent with past practice, (B) properties or assets (x)
with a value of less than $10 million individually but not more than $25 million
in the aggregate, (y) that are currently being marketed or sold by the Company
pursuant to the Company's January 1994 restructuring plan (but for consideration
not lower than certain specified prices to the extent disclosed in writing to
the Partnership) or (z) with respect to which a definitive agreement has been
entered into by the Company prior to September 12, 1994 (provided
 
                                       12
   13
 
that no material modification or amendment shall be made to any such
agreements), (C) certain sales and pledges of accounts receivable, or mortgages
of other property in connection with certain financings or refinancings outside
the United States and (D) in connection with certain capital expenditures
otherwise permitted by the Merger Agreement; (vi) except in the ordinary course
of business consistent with past practice and except for an increase of up to
$300 million of the amount available or outstanding under a certain credit
agreement and the refinancing of certain industrial revenue bonds in an
aggregate outstanding principal amount of $40 million, subject to certain
conditions, (y) incur any indebtedness for borrowed money or guarantee any such
indebtedness of another person (other than certain guarantees by the Company in
favor of subsidiaries or by any of its subsidiaries in favor of the Company),
issue or sell any debt securities or warrants or other rights to acquire any
debt securities of the Company or any of its subsidiaries, guarantee any debt
securities of another person, enter into any "keep well" or other agreement to
maintain any financial statement condition of another person or enter into any
arrangement having the economic effect of any of the foregoing, except for
short-term borrowings incurred in the ordinary course of business consistent
with past practice or (z) make any loans, advances or capital contributions to,
or investments in, any other person, other than to the Company or any direct or
indirect wholly owned subsidiary of the Company; (vii) expend funds for capital
expenditures other than in accordance with the Company's current capital
expenditure plans; (viii) waive, release, grant, or transfer any rights of value
or modify or change in any material respect any existing license, lease,
contract or other document, other than in the ordinary course of business
consistent with past practice; (ix) adopt a plan of complete or partial
liquidation or resolutions providing for or authorizing such a liquidation or a
dissolution, merger, consolidation, restructuring, recapitalization or
reorganization; (x) enter into or amend any material collective bargaining
agreement, other than in the ordinary course of business; (xi) change any
accounting principle used by it, unless required by the Commission or the
Financial Accounting Standards Board; (xii) subject to certain exceptions, make
any tax election or settle or compromise any income tax liability or file its
1994 federal income tax return prior to the last day (including extensions)
prescribed by law, in the case of any of the foregoing, material to the
business, financial condition or results of operations of the Company and its
subsidiaries taken as a whole; (xiii) settle or compromise any litigation
(whether or not commenced prior to the date of the Merger Agreement) or settle,
pay or compromise any claims not required to be paid, individually in an amount
in excess of $1 million and in the aggregate in an amount in excess of $10
million, other than in consultation and cooperation with the Purchaser, and,
with respect to any such settlement, with the prior written consent of the
Purchaser; (xiv) take any action which would cause any debt securities of the
Company or any of its subsidiaries no longer to be listed on any national
securities exchange or registered pursuant to the Exchange Act, other than with
respect to any such debt securities that have become due as a result of the
maturity thereof; or (xv) authorize any of, or commit or agree to take any of,
the foregoing actions.
 
     In the Merger Agreement, the Company has also agreed, subject to certain
exceptions, that neither it nor any of its subsidiaries will adopt or amend any
bonus, profit sharing, compensation, severance, termination, stock option, stock
appreciation right, pension, retirement, employment or other employee benefit
agreement, trust, plan or other arrangement for the benefit or welfare of any
director, officer or, except in the ordinary course of business consistent with
past practice with respect to employees of the Company or any of its
subsidiaries, increase in any manner the compensation or fringe benefits of any
director, officer or, except in the ordinary course of business consistent with
past practice with respect to employees of the Company or any of its
subsidiaries, pay any benefit not required by any existing agreement or place
any assets in any trust for the benefit of employees or directors of the Company
or any of its subsidiaries, other than contributions to the directors' trust
fund in the ordinary course of business and consistent with past practice;
provided, however, that notwithstanding the foregoing, any amendments required
to be made to the provisions of any employee pension plan which is intended to
be qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code") in order to maintain such status may be made.
 
     Pursuant to the Merger Agreement, the Partnership and the Purchaser have
agreed that, during the period from the date of the Merger Agreement to the
effective time of the Merger, the Purchaser will not engage in any activities of
any nature except as provided in, or in connection with the transactions
contemplated by, the Merger Agreement.
 
                                       13
   14
 
     No Solicitation.  Under the Merger Agreement, except with respect to
divestitures in accordance with the Company's January 1994 restructuring plan,
the Company has agreed that neither it nor any of its subsidiaries will, nor
will it or any of its subsidiaries authorize or permit any of its officers,
directors or employees or any investment banker, financial advisor, attorney,
accountant or other representative retained by it or any of its subsidiaries to,
(a) solicit, initiate, encourage (including by way of furnishing information),
or take any other action to facilitate, any inquiry or the making of any
proposal which constitutes, or may reasonably be expected to lead to, any
acquisition or purchase of a substantial amount of assets of, or any equity
interest in, the Company or any of its subsidiaries or any tender offer
(including a self tender offer) or exchange offer, merger, consolidation,
business combination, sale of substantially all assets, sale of securities,
recapitalization, liquidation, dissolution or similar transaction involving the
Company or any of its subsidiaries (other than the transactions contemplated by
the Merger Agreement or the Conditional Purchase/Option Agreement) or any other
transaction the consummation of which would or could reasonably be expected to
impede, interfere with, prevent or materially delay the Merger or the exercise
of the Option or which would or could reasonably be expected to materially
dilute the benefits to the Purchaser of the transactions contemplated by the
Merger Agreement (collectively, "Transaction Proposals") or agree to or endorse
any Transaction Proposal or (b) enter into or participate in any discussions or
negotiations regarding any of the foregoing, or furnish to any other person any
information with respect to its business, properties or assets or any of the
foregoing, or otherwise cooperate in any way with, or assist or participate in,
facilitate or encourage, any effort or attempt by any other person to do or seek
any of the foregoing; provided, however, that the foregoing clauses will not
prohibit the Company from (i) furnishing information pursuant to an appropriate
confidentiality letter concerning the Company and its businesses, properties or
assets to a third party who has made a Transaction Proposal, (ii) engaging in
discussions or negotiations with such a third party who has made a Transaction
Proposal or (iii) following receipt of a Transaction Proposal, taking and
disclosing to its shareholders a position contemplated by Rule 14e-2(a) under
the Exchange Act or changing the Recommendations, but in each case referred to
in the foregoing clauses (i) through (iii), only after the Board concludes in
good faith that such action is necessary or appropriate in order for the Board
to act in a manner which is consistent with its fiduciary obligations under
applicable law. If the Board receives a Transaction Proposal, then the Company
has agreed promptly to inform the Partnership of the terms and conditions of
such proposal and the identity of the person making it and to keep the
Partnership generally informed with reasonable promptness of any steps it is
taking pursuant to the foregoing with respect to such Transaction Proposal.
 
     Under the Merger Agreement, neither the Company nor any subsidiary will
waive any provision of any confidentiality or standstill or similar agreement to
which it is a party without the prior written consent of the Partnership, unless
the Board or such subsidiary concludes in good faith that waiving such provision
is necessary or appropriate in order for the Board to act in a manner which is
consistent with its fiduciary obligations under applicable law.
 
     Access to Information.  Subject to applicable provisions regarding
confidentiality, each of the Company and the Partnership has agreed in the
Merger Agreement to, and to cause each of its subsidiaries to, afford to the
other parties and to their representatives reasonable access during normal
business hours during the period prior to the effective time of the Merger to
all its properties, books, contracts, commitments, personnel and records and,
during such period, to, and to cause each of its subsidiaries to, furnish as
promptly as practicable to the other parties and their respective
representatives such information concerning its business, properties, financial
conditions, operations and personnel as they may from time to time reasonably
request. The Partnership has also agreed to use its reasonable best efforts to
make available to the Company and to the officers, employees, counsel, financial
advisors and other representatives of the Company reasonable access, during
normal business hours during the period prior to the effective time of the
Merger, to all the properties, books, contracts, commitments, personnel and
records of Holdings and, during such period, the Partnership shall use its
reasonable best efforts to furnish as promptly as practicable to the Company
such information concerning the business, properties, financial conditions,
operations and personnel of Holdings as the Company party may from time to time
reasonably request.
 
     Cooperation and Best Efforts.  Pursuant to the Merger Agreement, subject to
certain conditions and limitations described therein, the parties have agreed to
cooperate with each other and to use their respective
 
                                       14
   15
 
best efforts to take actions appropriate so that the transactions contemplated
by the Merger Agreement and the Conditional Purchase/Option Agreement may be
consummated.
 
     Certain Antitrust Matters and Divestitures.  In the Merger Agreement, the
Company and the Partnership have agreed, as promptly as practicable, to file
notification and report forms under the HSR Act with the Federal Trade
Commission (the "FTC") and the Antitrust Division of the United States
Department of Justice (the "Antitrust Division") and to make any other necessary
filings with the applicable governmental entities related to the transactions
contemplated by the Merger Agreement and the Conditional Purchase/Option
Agreement and to use their best efforts to respond as promptly as practicable to
all inquiries received from the FTC or the Antitrust Division or such other
governmental entities for additional information or documentation. Provided
that, following receipt of such approvals, the Purchaser (or one of its
affiliates) acquires at least 28,138,000 Shares pursuant to the Exchange Offer
and/or the Option, the Company has agreed to make any and all divestitures or
undertakings required by the FTC, the Antitrust Division or any other applicable
governmental entity in connection with the transactions contemplated by the
Merger Agreement and the Conditional Purchase/Option Agreement, which
divestitures, in each case, shall be reasonably acceptable to the Partnership
and the Purchaser. See Item 8, "Additional Information to be Furnished --
Antitrust."
 
     Employee Benefits Matters.  Pursuant to the Merger Agreement, prior to the
occurrence of a "Change in Control" as defined in the Supplemental Benefit Trust
Agreement between the Company and Wachovia Bank of North Carolina, N.A. (the
"Trust Agreement"), the Company has agreed to take all such action as may be
necessary so that no funding of the trust created thereunder will occur as a
result of the transactions contemplated by the Merger Agreement. The Trust
Agreement will be amended prior to a Change in Control to permit the disposition
of all Shares held thereunder. The Company may amend certain benefit plans that
would have been required to be funded pursuant to the terms of the Trust
Agreement in a manner which provides for a lump-sum distribution to, but does
not result in the constructive receipt of compensation by, a covered employee of
his or her deferred compensation thereunder in the event of the involuntary
termination or normal retirement (under the Company's Employees Retirement
Income Plan) of such employee.
 
     Prior to the effective time of the Merger, the Purchaser will not request
that the Company cancel, and the Company will be under no obligation to cancel,
certain agreements ("Core Management Agreements") between the Company and
certain executives of the Company designated by the Company which provide for
certain payments and benefits in the event of certain terminations of
employment.
 
     The Purchaser, or its affiliate, has agreed to continue the Company's
Non-Exempt Associate Assistance Program and Exempt Associate Assistance Program,
on terms no less favorable than the terms in existence on the date of the Merger
Agreement, for the one-year period following the effective time of the Merger.
Pursuant to the Merger Agreement, the Company is required to maintain, for the
two-year period following the effective time of the Merger, employee plans and
programs which are substantially similar in the aggregate to those pension and
welfare plans maintained for employees of the Company generally.
 
     The Company has agreed that neither it nor any of its affiliates will
accelerate the payment of any deferred award under any bonus plan or arrangement
nor award or pay any pro rata awards thereunder as a result, or in anticipation,
of the transactions contemplated by the Merger Agreement; provided that the
Company may pay the 1994 annual bonuses pursuant to its Management Incentive
Plan or other similar annual bonus plan in a manner which is consistent with
past practice and the achievement of goals set forth therein.
 
     The Company also has agreed to ensure that no prohibited transaction
(within the meaning of Section 406 of ERISA or 4975 of the Code) will occur with
respect to any Company Plan, as defined in the Merger Agreement, as a result of
the transactions contemplated by the Merger Agreement.
 
     With respect to any of certain employees of the Company, in lieu of any
other severance arrangement for such individual, the Company has agreed to pay
such employee in the event of that employee's termination by the Company after a
"Change in Control" without "Cause" (as those terms are defined in the Core
Management Agreements) a cash severance amount equal to 12 months of salary. The
special severance
 
                                       15
   16
 
payments described herein will no longer be applicable when 12 (18 for one
employee) months have elapsed after the Change in Control. For certain
executives of the Company, such executive's letter of employment will be
modified so that a termination without Cause prior to the second anniversary of
a Change in Control (as defined in such letters) will include a termination by
the executive due to the occurrence of any one of the following events without
his advance consent: (i) the executive's office is relocated to a different
city; (ii) the executive's base salary is reduced or his bonus opportunity is
materially lower than other Company executives of comparable rank; (iii) there
is a material diminution in the nature or scope of the authority or
responsibilities attached to the executive's position (and, for this purpose, a
diminution in nature or scope of authority or responsibilities will not be
deemed to occur simply because the company or business in which the executive is
engaged has changed in size or structure); or (iv) in the case of one executive,
the business (either separately or as part of a larger business unit) in which
the executive is engaged is sold or otherwise disposed of. The maximum payment
the Company would be required to pay to management described above as a result
of the transactions contemplated by the Merger Agreement and the Conditional
Purchase/Option Agreement assuming all change in control payments on termination
and other severance payments are triggered (including those in the immediately
preceding sentence) is estimated to be approximately $31 million.
 
     Indemnification and Insurance.  Under the Merger Agreement, the certificate
of incorporation and by-laws of the surviving corporation in the Merger shall
contain provisions eliminating personal liability of directors and officers of
the surviving corporation to the extent permitted by the NJBCA and with respect
to indemnification, which provisions shall not be amended, repealed or otherwise
modified for a period of six years from the effective time of the Merger in any
manner that would adversely affect the rights thereunder of individuals who at
such time were directors, officers, agents or employees of the Company.
 
     In addition, pursuant to the Merger Agreement, the surviving corporation in
the Merger will maintain in effect for six years from the effective time of the
Merger policies of directors' and officers' liability insurance containing terms
and conditions which are not less advantageous than those policies maintained by
the Company at the date of the Merger Agreement, with respect to matters
occurring prior to the effective time of the Merger, to the extent available,
and having the maximum available coverage under the current policies of
directors' and officers' liability insurance; provided that such surviving
corporation will not be required to spend in excess of a $3 million annual
premium therefor; provided further that if such surviving corporation would be
required to spend in excess of a $3 million premium per annum to obtain
insurance having the maximum available coverage under the current policies, such
surviving corporation will be required, subject to availability, to spend $3
million to maintain or procure such insurance coverage, subject to its
availability.
 
     In furtherance of and not in limitation of the preceding paragraph, the
Partnership and the Purchaser have agreed that the officers and directors of the
Company that are defendants in all litigation commenced by shareholders of the
Company with respect to (x) the performance of their duties as such officers
and/or directors under federal or state law (including litigation under federal
and state securities laws) and (y) the Purchaser's offer or proposal to acquire
the Company, including, without limitation, any and all such litigation
commenced on or after September 11, 1994 (the "Subject Litigation"), will be
entitled to be represented, at the reasonable expense of the Company, in the
Subject Litigation by one counsel (and New Jersey counsel if appropriate, and
one local counsel in each jurisdiction in which a case is pending) each of which
such counsel will be selected by a plurality of such director defendants;
provided that neither the Company nor the surviving corporation nor the
Partnership shall be liable for any settlement effected without its prior
written consent (which consent shall not be unreasonably withheld) and that a
condition to the indemnification payments provided as described above shall be
that such director defendant not have settled any Subject Litigation without the
consent of the Partnership or the surviving corporation; and provided further
that the surviving corporation and the Partnership shall have no obligation to
any officer/director defendant when and if a court of competent jurisdiction
shall ultimately determine, and such determination shall have become final and
non-appealable, that indemnification of such officer/director defendant in the
manner contemplated by the Merger Agreement is prohibited by applicable law.
 
     Redemption of Series B Preferred Stock.  The Merger Agreement provides
that, if the Minimum Condition is satisfied without having been waived or
lowered, the Company will, promptly after consummation
 
                                       16
   17
 
of the Exchange Offer, in the manner and to the extent permitted by the Charter,
redeem all of its outstanding shares of Series B Preferred Stock prior to any
record date in connection with the Merger at the amount provided for redemption
in the Charter, and the Company has agreed, subject to first obtaining required
approvals under certain debt instruments of the Company, promptly to commence
taking all steps necessary to effect such redemptions.
 
     Redemption of Rights.  Pursuant to the Merger Agreement, the Company has
agreed to redeem all outstanding Rights at a redemption price of one and
two-thirds cents per Right effective immediately prior to the acceptance for
exchange of any Shares pursuant to the Exchange Offer, provided that the Minimum
Condition is satisfied in the Exchange Offer. In accordance with the Merger
Agreement, the Company has amended the Rights Agreement so that none of the
execution or the delivery of the Merger Agreement or the Conditional
Purchase/Option Agreement, or both such agreements taken together, or
commencement of the Exchange Offer or the acceptance of Shares for exchange
pursuant to the Exchange Offer, or the consummation of the transactions
contemplated by the Conditional Purchase/Option Agreement will (i) trigger the
exercisability of the Rights, the separation of the Rights from the stock
certificates to which they are attached or any other provisions of the Rights
Agreement, including causing the Partnership and/or the Purchaser from becoming
an Acquiring Person (as defined in the Rights Agreement), the occurrence of a
Distribution Date (as defined in the Rights Agreement) or a Shares Acquisition
Date (as defined in the Rights Agreement) or (ii) trigger the right of the
holders of the common units of Borden Chemicals and Plastics Limited
Partnership, pursuant to the Second Amended and Restated Deposit Agreement,
dated February 16, 1993, to require the Company to purchase the common units
held by such holders. The Company and the Partnership have also agreed in the
Merger Agreement that, if the Company amends any provision of the Rights
Agreement in connection with a Transaction Proposal (or with respect to any
person) or if the application of the Rights Agreement or any provision thereof
is enjoined with respect to any person or Transaction Proposal or if the Company
agrees to redeem the Rights on terms more favorable than the terms set forth
with respect to the Partnership and the Purchaser in the Merger Agreement (any
of such events, a "Third Party Rights Amendment") in a manner that makes such
Third Party Rights Amendment less restrictive with respect to such person, or in
connection with such Transaction Proposal, or is otherwise more favorable with
respect to such person, or in connection with such Transaction Proposal, than
the Rights Agreement as then in effect with respect to the Partnership and
Purchaser, the Company will be deemed (if and to the extent possible and without
derogating the obligations of the Company pursuant to the next sentence),
without the necessity of any action by the Company or the Rights Agent, to have
so amended the Rights Agreement with respect to the Partnership and the
Purchaser to the same extent or to have agreed to redeem the Rights with respect
to the Partnership and the Purchaser on terms as favorable. The Company has
agreed to notify the Partnership promptly of any Third Party Rights Amendment
and simultaneously with the execution of the Third Party Rights Amendment to
execute a written amendment to the Rights Agreement with respect to the
foregoing.
 
     Conditions to Each Party's Obligations to Effect the Merger.  The Merger
Agreement provides that the respective obligation of each party to effect the
Merger is subject to the following conditions: (i) if required by New Jersey law
or the Charter, the approval of the Company's shareholders shall have been
obtained; (ii) any waiting period applicable to the Merger under the HSR Act
shall have terminated or expired; (iii) Shares shall have been purchased
pursuant to the Exchange Offer; (iv) the Registration Statement shall have
become effective, and any required post-effective amendment shall have become
effective, under the Securities Act and shall not be the subject of any stop
order or proceedings seeking a stop order, and any material "blue sky" and other
state securities laws applicable to the registration of the Holdings Common
Stock to be exchanged for Shares shall have been complied with; and (v) no
statute, rule, regulation, executive order, decree, or injunction shall have
been enacted, entered, promulgated or enforced by any governmental entity which
prohibits the consummation of the Merger, whether temporary, preliminary or
permanent, provided, however, that the parties have agreed to use their best
efforts to have any such order, decree or injunction vacated.
 
     Conditions to Obligation of the Company.  Pursuant to the Merger Agreement,
if fewer than 66 2/3% of the Shares outstanding on a fully diluted basis (other
than dilution due to the Rights) shall have been accepted for exchange in the
Exchange Offer, the obligation of the Company to effect the Merger is further
 
                                       17
   18
 
subject to the condition that the representation and warranty of the Purchaser
and the Partnership to the effect that, except as disclosed in documents filed
by Holdings with the Commission, since the date of the most recent audited
financial statements included in such documents, Holdings has conducted its
business only in the ordinary course consistent with past practice, and there is
not and has not been any change in the business, financial condition or results
of operations of Holdings or any of its subsidiaries which has had, or would
reasonably be expected to have, a Material Adverse Effect with respect to
Holdings shall be true and correct, as of the date of the Merger Agreement and
as of the closing date as though made on and as of the closing date.
 
     Conditions to Obligations of the Purchaser and the Partnership to Effect
the Merger.  If fewer than 66 2/3% of the Shares outstanding on a fully diluted
basis (other than dilution due to the Rights) shall have been accepted for
exchange in the Exchange Offer, the obligations of the Purchaser and the
Partnership to effect the Merger are further subject to the following conditions
(i) the representation and warranty of the Company to the effect that, except as
disclosed in SEC Documents filed by the Company with the Commission, since the
date of the most recent audited financial statements included in such documents,
the Company has conducted its business only in the ordinary course consistent
with past practice, and there is not and has not been any change in the
business, financial condition or results of operations of the Company or any of
its subsidiaries which has had, or would reasonably be expected to have, a
Material Adverse Effect with respect to the Company shall be true and correct,
as of the date of the Merger Agreement and as of the closing date as though made
on and as of the closing date; (ii) subject to certain exceptions, the Company
shall have performed in all material respects certain affirmative covenants
required to be performed by it under the Merger Agreement at or prior to the
effective date; and (iii) the representation and warranty referred to in clause
(e) of the first paragraph under "-- Representations and Warranties" above,
applied mutatis mutandis to the documents filed by the Company with the
Commission since the date of the Merger Agreement, shall be true and correct in
all material respects as of the closing date as though made on and as of the
closing date.
 
     Notwithstanding the foregoing, the obligations of the Company or the
Purchaser and the Partnership under the Merger Agreement to effect the Merger
are not subject to the satisfaction or waiver of any of the conditions described
in the two preceding paragraphs to the extent that the failure of any such
condition to be satisfied is the result of any action approved by a majority of
those directors of Borden who are designees or representatives of the
Partnership or to the extent the same results from affirmative action taken by
the Company with the knowledge of the Board while a majority of the directors of
the Company consists of persons designated or elected by the Partnership.
 
     Termination.  The Merger Agreement may be terminated and the Merger
contemplated thereby may be abandoned at any time, notwithstanding approval
thereof by the shareholders of the Company, but prior to the effective time of
the Merger: (a) by mutual written consent of the Partnership, the Purchaser and
the Company; (b) by the Partnership or the Company, if any court of competent
jurisdiction or other governmental body located or having jurisdiction within
the United States or any country or economic region in which either the Company
or the Partnership, directly or indirectly, has material assets or operations,
shall have issued an order, decree or ruling or taken any other action
permanently restraining, enjoining or otherwise prohibiting the Merger and such
order, decree, ruling or other action shall have become final and nonappealable;
(c) by the Partnership if due to an occurrence or circumstance which would
result in a failure to satisfy any of the conditions to the Exchange Offer the
Purchaser shall have terminated the Exchange Offer, unless such termination
shall have been caused by or resulted from the failure of the Partnership or the
Purchaser to perform in any material respect their material covenants and
agreements contained in the Merger Agreement; (d) by the Partnership, if the
Company shall have modified or amended in any respect materially adverse to the
Partnership or the Purchaser or withdrawn its approval or recommendation of the
Exchange Offer, the Merger or the Merger Agreement, provided that any
communication that advises that the Company has received a Transaction Proposal
or is engaging in certain permitted activities with respect to a Transaction
Proposal and that takes no action or position with respect to the Exchange
Offer, the Merger, the Merger Agreement or any Transaction Proposal shall not be
deemed to be a withdrawal, modification or amendment of the Company's approval
or recommendation of the Exchange Offer, the Merger or the Merger Agreement and
provided, further, that a "stop-look-and-listen" communication with respect to
the Exchange Offer, the
 
                                       18
   19
 
Merger or the Merger Agreement of the nature contemplated in Rule 14d-9(e) under
the Exchange Act made by the Company as a result of a Transaction Proposal
(whether or not a tender offer), without more, shall not be deemed to be a
modification or amendment of the Company's approval or recommendation of the
Exchange Offer, the Merger or the Merger Agreement that is materially adverse to
the Partnership or the Purchaser, if within ten business days after the date of
such communication the Company shall have reaffirmed its recommendation of the
Exchange Offer, the Merger and the Merger Agreement; (e) by the Partnership if
the Company shall have (i) entered into any definitive agreement to effect the
transaction contemplated by a Transaction Proposal, (ii) recommended any
Transaction Proposal from a person other than the Partnership or the Purchaser
or any of its affiliates or (iii) resolved to do any of the foregoing; (f) by
the Partnership, if any corporation (including the Company or any of its
subsidiaries), partnership, person, other entity or group (as defined in Section
13(d)(3) of the Exchange Act) other than the Partnership or any of its
subsidiaries shall have become the beneficial owner of more than 35% of the
outstanding Shares (excluding any dilution due to the Rights) (an "Alternative
Acquisition"); (g) by the Company if (i) due to an occurrence or circumstance
that would result in a failure to satisfy any of the conditions of the Exchange
Offer the Purchaser shall have terminated the Exchange Offer, unless such
termination shall have been caused by or resulted from the failure of the
Company to perform in any material respect its material covenants and agreements
contained in the Merger Agreement or (ii) prior to the exchange of Shares
pursuant to the Exchange Offer, any person shall have made a bona fide
Transaction Proposal (A) that the Board determines in its good faith judgment is
more favorable to the Company's shareholders than the Exchange Offer and the
Merger and (B) as a result of which the Board concludes in good faith that
termination of the Merger Agreement is necessary or appropriate in order for the
Board to act in a manner which is consistent with its fiduciary obligations
under applicable law, provided that such termination under this clause (ii)
shall not be effective until payment of the full fee and expense reimbursement
required as described under "-- Certain Required Payments" below; (h) by the
Partnership or the Company if, without fault of the terminating party, the
effective time of the Merger shall not have occurred on or before June 30, 1995
(provided, that the right to terminate the Merger Agreement under this clause
(h) shall not be available to any party whose failure to fulfill any obligation
under the Merger Agreement has been the cause of, or results in, the failure of
the Merger to have been consummated within such period); (i) by the Company if
(i) on or after December 15, 1994, the termination date of the waiver granted to
the Company of certain provisions relating to changes in control of the Credit
Agreement shall not then extend past December 15, 1994 and (ii) the Company (A)
shall have received written notice from the administrative agent under such
Credit Agreement that, as a result of the applicability of such provisions, all
amounts payable under the Credit Agreement and the other related loan documents
shall have become and be due and payable (and provided that the Merger Agreement
shall be deemed to be terminated without any further action by any party
immediately prior to the receipt by the Company of such notice), (B) shall have
been advised in writing by the administrative agent that, as a result of such
provisions, the required number of banks have requested or consented to such
action or (C) the Company shall reasonably believe either such action referred
to in (A) or (B) above to be imminent based on communications with the
administrative agent, any of the banks party to such Credit Agreement or
representatives thereof; or (j) by the Partnership or the Company if any
required approval of the shareholders of the Company shall not have been
obtained by reason of the failure to obtain the required vote upon a vote held
at a duly held meeting of shareholders or at any adjournment thereof.
 
     Amendment.  Subject to the concurrence of a majority of the Independent
Directors (following the election or appointment of the Partnership's designees
pursuant to the Merger Agreement and prior to the effective time of the Merger),
the Merger Agreement may be amended or supplemented at any time before or after
the date on which a majority of the board of directors of the Company shall
consist of designees or representatives of the Partnership but, after such date,
no amendment shall be made which decreases or increases the Exchange Ratio or
which adversely affects the rights of the Company's shareholders under the
Merger Agreement without the approval of the Company and the Company's
shareholders. The Merger Agreement may not be amended except by an instrument in
writing signed on behalf of the parties.
 
     Extension; Waiver.  Subject to the concurrence of a majority of the
Independent Directors (following the election or appointment of the
Partnership's designees pursuant to the Merger Agreement and prior to the
effective time of the Merger), at any time prior to the effective time of the
Merger, the parties may (i) extend
 
                                       19
   20
 
the time for the performance of any of the obligations or other acts of the
other parties hereto, (ii) waive any inaccuracies in the representations and
warranties contained herein of the other parties hereto or in any document,
certificate or writing delivered pursuant hereto or (iii) waive compliance by
the other parties hereto with any of the agreements or conditions contained
herein. Any agreement on the part of any party to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf of
such party. The failure of any party to assert any of its rights under the
Merger Agreement shall not constitute a waiver of such rights.
 
     Certain Required Payments.  Pursuant to the Merger Agreement, the Company
has agreed promptly, but in no event later than two business days following
written notice thereof, together with related bills or receipts, to reimburse
the Partnership and the Purchaser for all of their Expenses (as hereinafter
defined) as incurred from time to time in an aggregate amount of up to $15
million, against which aggregate amount Expenses actually reimbursed (other than
the Initial Fee reimbursed by the Company upon the execution of the Letter of
Intent) may be credited. The term "Expenses" includes all out-of-pocket expenses
and fees including the fees and disbursements of counsel, financial printers,
experts, consultants and accountants, as well as all fees and expenses payable
to investment banking firms and other financial institutions and their
respective agents and counsel, whether incurred prior to, on or after the date
of the Merger Agreement, incurred in connection with the transactions
contemplated by the Merger Agreement, the Letter of Intent and the Conditional
Purchase/Option Agreement. The parties have acknowledged that the reimbursement
of the $20 million Initial Fee shall not limit the reimbursement of any
additional fees paid by the Parent or the Purchaser to non-affiliates of the
Purchaser.
 
     Under the Merger Agreement, if (i) (x) prior to termination of the Merger
Agreement, any Person shall have commenced, publicly proposed or communicated to
the Company a Transaction Proposal (a "Pre-Termination Transaction Proposal")
(y) the Merger Agreement is terminated and (z) on or prior to June 30, 1996, any
person who commenced, publicly proposed or communicated to the Company a
Pre-Termination Transaction Proposal enters into any definitive agreement to
effect the transaction contemplated by such Transaction Proposal (whether or not
related to such Pre-Termination Transaction Proposal) or effects an Alternative
Acquisition; or (ii) prior to the purchase of Shares pursuant to the Exchange
Offer, the Merger Agreement is terminated pursuant to clause (d) under
"-- Termination" above (other than solely in the event that the average of the
closing sales prices of the Holdings Common Stock as reported on the NYSE
Composite Tape for the Valuation Period is less than the price per share that
would yield an Exchange Ratio of 2.375 or less without giving effect to any
minimum or maximum Exchange Ratio pursuant to the definition thereof) or (iii)
prior to the purchase of Shares pursuant to the Exchange Offer, the Merger
Agreement is terminated pursuant to clause (e), (f) or clause (g)(ii) under
"-- Termination" above then, in each case, the Company shall promptly, but in no
event later than one business day after the first of such events shall occur,
pay KKR a fee of $30 million in cash, which amount shall be payable in same day
funds. No more than $30 million in aggregate shall be payable to KKR and no fee
shall be payable to KKR pursuant to this provision if $30 million has been paid
to KKR as described in the succeeding paragraph.
 
     If the Partnership, together with any subsidiary or affiliate of the
Partnership including the Purchaser, shall acquire beneficial ownership (in one
or more transactions) of a majority of the outstanding shares of Company Common
Stock, then the Company shall promptly, but in no event later than one business
day after such event shall occur, pay KKR a fee of $30 million in cash, which
amount shall be payable in same day funds. No fee shall be payable to KKR
pursuant to this provision if $30 million has been paid to KKR as described in
the preceding paragraph.
 
     If the fee of $30 million in cash required to be paid by the Company to KKR
as described in the two immediately preceding paragraphs (the "Transaction Fee")
is not paid within five business days after the events set forth above requiring
payment of the Transaction Fee occur, KKR, at its sole option, may demand (the
"Fee Demand") that the Company tender to KKR, immediately in satisfaction of the
Transaction Fee, such number of shares (rounded to the nearest whole share) of
(i) Company Common Stock ((A) if it is publicly traded and (B) which at the
request of KKR shall be issued in shares of treasury stock, if available) or
(ii), at the sole option of KKR if the Option shall have been exercised, and the
Company shall at the time own Holdings Common Stock that is not subject to any
other call or exchange right, Holdings Common Stock
 
                                       20
   21
 
equal to (x) $30 million divided by (y) the Average Market Price. The term
"Average Market Price" means the average of the average of the high and low
prices of Company Common Stock, or Holdings Common Stock, as the case may be, as
reported on the NYSE Composite Tape on each of the ten consecutive trading days
immediately preceding the second trading day prior to the Fee Demand. The
Company has acknowledged that it is obligated to pay the Transaction Fee in cash
and that such obligation is not derogated in any respect by the existence of the
option of KKR to seek satisfaction of such obligation by means of the Fee
Demand.
 
     In addition to the foregoing, the Company has agreed in the Merger
Agreement promptly, but in no event later than two business days following
written notice thereof, together with related bills or receipts, to reimburse
KKR, the Partnership and the Purchaser for all reasonable out-of-pocket costs,
fees and expenses, including, without limitation, the reasonable fees and
disbursements of counsel and the expenses of litigation, incurred in connection
with collecting Expenses and the Transaction Fee as a result of any willful
breach by the Company of its obligations described above.
 
     Except as otherwise provided above, pursuant to the Merger Agreement,
whether or not the Merger is consummated, all costs and expenses incurred in
connection with the transactions contemplated by the Merger Agreement and the
Conditional Purchase/Option Agreement will be paid by the party incurring such
expenses (including, in the case of the Company, the costs of printing this
Schedule 14D-9 and any other filings to be printed, and, in each case, all
exhibits, amendments or supplements thereto). Notwithstanding the foregoing, the
costs and expenses of preparing and distributing any proxy statement and
obtaining and complying with the antitrust requirements of any governmental
entity will be paid by the Company.
 
     No Recourse Provisions.  Notwithstanding anything that may be expressed or
implied in the Merger Agreement, no recourse under the Merger Agreement or the
Conditional Purchase/Option Agreement or any documents or instruments delivered
in connection therewith shall be had against any officer, agent or employee of
the Partnership or against any partner of the Partnership or any director,
officer, employee, partner, affiliate or assignee of any of the foregoing,
whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any statute, regulation or other applicable law, and
no personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by an officer, agent or employee of the Partnership or any partner of
the Partnership or any director, officer, employee, partner, affiliate or
assignee of any of the foregoing, as such for any obligations of the Partnership
under the Merger Agreement or any documents or instruments delivered in
connection with the Merger Agreement or the Conditional Purchase/Option
Agreement or for any claim based on, in respect of or by reason of such
obligations or their creation; provided, however, that the foregoing limitation
of liability shall in no way constitute a limitation on the rights of the
Company to enforce any remedies it may have against the undistributed assets of
the Partnership for the collection of any obligations or liabilities in
connection with the Merger Agreement or the Conditional Purchase/Option
Agreement.
 
THE CONDITIONAL PURCHASE/OPTION AGREEMENT
 
     Pursuant to the Conditional Purchase/Option Agreement, the Company has
granted to the Purchaser the irrevocable Option to purchase up to 28,138,000
Option Shares (or approximately 19.9% of the outstanding Shares), on the terms
and subject to the conditions set forth therein. At the time that the Option is
exercised, the Company will designate whether the Option Shares shall be newly
issued shares or shares of treasury stock of the Company.
 
     Exercise of Option.  Under the Conditional Purchase/Option Agreement, the
Option may be exercised by the Purchaser (or its designee, which designee must
be the Partnership or a direct or indirect wholly owned subsidiary of the
Partnership), in whole or in part, at any time, or from time to time, during the
period beginning on the date of the Conditional Purchase/Option Agreement and
ending on the Option Expiration Date, as defined in the Conditional
Purchase/Option Agreement, provided that if the Purchaser (or its designee) has
not exercised the Option, in whole or in part, prior to the expiration of the
Exchange Offer, it will not be entitled to exercise the Option thereafter if it
waives or otherwise reduces the Minimum Condition and accepts fewer than 41% of
the outstanding Shares for payment in the Exchange Offer.
 
                                       21
   22
 
     Pursuant to the Conditional Purchase/Option Agreement, the purchase of
Shares upon exercise of the Option will occur only if (i) such purchase would
not otherwise violate or cause the violation of, any applicable law or
regulations (including, the HSR Act, the Exchange Act and the rules and
regulations thereunder, or the rules of the NYSE) and (ii) no statute, rule,
regulation, decree, order or injunction shall have been promulgated, enacted,
entered into or enforced by any governmental agency or authority or court which
prohibits delivery of the Shares, whether temporary, preliminary or permanent
(provided, however, that the parties shall have agreed to use their best efforts
to have any such order, decree or injunction vacated or reversed). In the event
a closing of such purchase is delayed as a result of clause (i) or (ii) above,
the Purchaser shall not be obligated to purchase any Shares after the date nine
months following the date of its notice of exercise of the Option.
 
     Conversion of Option.  The Conditional Purchase/Option Agreement provides
that, upon the date, if any, on which Purchaser or the Partnership or a direct
or indirect wholly owned subsidiary of the Partnership acquires more than 41%,
but less than 50%, of the outstanding Shares in accordance with the terms and
conditions of the Exchange Offer, the Option will be converted in part from an
irrevocable option to purchase the Shares into an obligation on the part of the
Purchaser (or its designee, which designee must be the Partnership or a direct
or indirect wholly owned subsidiary of the Partnership) to make the Mandatory
Purchase, on the terms and subject to the conditions set forth in the
Conditional Purchase/Option Agreement, of the Mandatory Purchase Shares. Shares
subject to the Option in excess of the number of Mandatory Purchase Shares will
continue to be subject to purchase at the option of the Purchaser.
 
     Payments.  The Conditional Purchase/Option Agreement provides that, in the
event the Purchaser exercises the Option, the Purchaser (or, at the Purchaser's
option, its designee) will, at any closing or Mandatory Purchase closing, as the
case may be, deliver to the Company, such number of shares (rounded to the
nearest whole share) of Holdings Common Stock as will equal the product of the
Option Exchange Ratio and the number of Shares purchased pursuant to the
exercise of the Option. The term "Option Exchange Ratio" means the quotient
(rounded to the nearest 1/100,000) obtained by dividing (i) $11 (the "Option
Purchase Price") by (ii) the average of the average of the high and low prices
of Holdings Common Stock as reported on the NYSE Composite Tape on each of the
ten consecutive trading days immediately preceding the second trading day prior
to (x) the date of notice of exercise in the case of an Option Purchase or (y)
the date of exercise in the case of a Mandatory Purchase, subject to adjustment
under certain circumstances.
 
     In the event that a payment is actually made to the Partnership pursuant to
the provisions of the Merger Agreement described in the second paragraph under
"-- Merger Agreement -- Certain Required Payments," the Option Purchase Price
will be adjusted upward (retroactively if necessary and net of any taxes or
brokerage fees paid in connection with the sale, tender or exchange of shares by
Purchaser or its designee, which designee must be the Partnership or a direct or
indirect wholly owned subsidiary of the Partnership) to reflect (i) with respect
to any Shares sold, tendered, or exchanged in any third party transaction that
triggers a payment pursuant to such provisions of the Merger Agreement, the
price per share (subject to the calculation principles described in the next
succeeding sentence) actually paid to holders of Company Common Stock as a
result of any such third party transaction and (ii) with respect to any Shares
sold, tendered or exchanged to another party or parties by Purchaser (or its
designee) other than pursuant to such third party transaction, the price per
share (subject to the calculation principles set forth in the next succeeding
sentence) actually paid to Purchaser (or its designee) by such other party or
parties in consideration for such Shares (the "Option Purchase Price
Adjustment"). To the extent the "price per share" referred to in the preceding
sentence consists, in whole or in part, of non-cash consideration, it will be
based on the trading market value thereof or if there is no trading market for
such consideration, the fair market value as determined by an independent
investment banker jointly selected by the Purchaser and the Company. The Option
Purchase Price Adjustment shall be payable with respect to shares actually sold,
tendered or exchanged promptly following receipt of the consideration therefor
(and, if necessary, the valuation thereof), and the Purchaser agrees promptly,
but in no event later than two business days following such event, to notify the
Company of the receipt of such consideration. The Partnership agrees promptly,
but in no event later than two business days following written notice thereof,
together with related bills or receipts, to reimburse the Company for all
reasonable out-of-pocket costs, fees and expenses, including, without
limitation, the reasonable fees and
 
                                       22
   23
 
disbursements of counsel and the expenses of litigation, incurred in connection
with collecting the Option Purchase Price Adjustment as a result of any willful
breach by the Partnership of its obligations in connection with the Option
Purchase Price Adjustment.
 
     Representations and Warranties of the Purchaser.  The Conditional
Purchase/Option Agreement contains customary representations and warranties of
the Purchaser and the Partnership relating to, among other things: (a)
organization, standing and similar matters; (b) the authorization, execution,
delivery, performance and enforceability of the Conditional Purchase/Option
Agreement and related matters; (c) no material conflicts with laws or agreements
of the Purchaser, the Partnership and Holdings; (d) with respect to the
Purchaser only, distribution of the Shares that would be acquired upon exercise
of the Option in compliance with the Securities Act; and (e) with respect to the
Partnership only, title to shares of Holdings Common Stock.
 
     The Conditional Purchase/Option Agreement also contains customary
representations and warranties of the Company relating to, among other things:
(a) organization, standing and similar corporate matters; (b) the authorization,
execution, delivery, performance and enforceability of the Conditional Purchase/
Option Agreement and related matters; (c) no material conflicts with laws or
agreements of the Company or its subsidiaries; (d) certain resolutions of the
Board; (e) certain amendments to the Rights Agreement in connection with the
Transactions; and (f) distribution of the shares of Holdings Common Stock that
would be acquired upon exercise of the Option in compliance with the Securities
Act.
 
     Adjustment Upon Changes in Capitalization.  Pursuant to the Conditional
Purchase/Option Agreement, in the event of any change in the number (or
conversion or exchange) of issued and outstanding shares of Company Common Stock
by reason of any stock dividend, split-up, merger, recapitalization,
combination, exchange of shares, spin-off or other change in the corporate or
capital structure of the Company which could have the effect of diluting or
otherwise diminishing the Purchaser's rights under the Conditional
Purchase/Option Agreement (including any issuance of Company Common Stock or
other equity security of the Company at a price below the fair value thereof),
the number and kind of Shares or other securities subject to the Option and the
Option Exchange Ratio therefor will be appropriately adjusted so that the
Purchaser will receive upon exercise of the Option (or at the closing of the
purchase upon such exercise) the number and kind of shares or other securities
or property that the Purchaser would have received in respect of the Shares that
the Purchaser is entitled to purchase upon exercise of the Option if the Option
had been exercised (or such closing had occurred) immediately prior to such
event.
 
     Registration Rights.  The Conditional Purchase/Option Agreement provides
that, if the Option is exercised, the Company will extend to the Purchaser (or
its designee) registration rights with respect to the Option Shares on
substantially the same terms and subject to the same conditions as Holdings has
extended to the Partnership pursuant to the Registration Rights Agreement dated
July 15, 1990 between Holdings and the Partnership (the "Registration Rights
Agreement"), a copy of which is on file with the Commission, except that only
the first two registrations of Registrable Securities (as defined in the
Registration Rights Agreement) will be at the expense of the Company.
 
     The Conditional Purchase/Option Agreement also provides that, if the Option
is exercised, then subject in all respects to the terms and conditions of the
Registration Rights Agreement, the Company will succeed with respect to the
shares of Holdings Common Stock acquired as a result of the exercise of the
Option to the rights and obligations of a subsequent Holder (as defined in the
Registration Rights Agreement) under such agreement, unless, in the written
opinion of counsel to Holdings, which opinion shall be delivered to the Company
and shall be reasonably satisfactory in form and substance to the Company and
its counsel, registration of the shares of Holdings Common Stock acquired as a
result of the exercise of the Option is not required to lawfully sell and
distribute such shares in the manner contemplated by the Company. By its
execution of the Conditional Purchase/Option Agreement, the Company has agreed
to be bound by the terms of the Registration Rights Agreement. If the Option is
exercised, the Partnership and the Company have agreed that the Company will be
entitled to two registrations at the expense of Holdings (or, if Holdings
refuses to bear such expenses, at the expense of the Partnership or the
Purchaser) of Registrable Securities
 
                                       23
   24
 
and, subject to the terms of the Registration Rights Agreement, such other
registrations at its own expense as it shall request.
 
     Board of Directors.  The Conditional Purchase/Option Agreement includes
provisions relating to the Purchaser's designation of persons as directors of
the Company following the exercise of the Option similar to those described with
respect to the Merger Agreement under "-- The Merger Agreement -- Exchange
Offer" above.
 
     Amendments.  The Conditional Purchase/Option Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties thereto.
 
     Certain Antitrust Matters and Divestitures.  In the Conditional
Purchase/Option Agreement, the Company has made certain agreements relating to
antitrust matters and divestitures similar to those described with respect to
the Merger Agreement under "-- The Merger Agreement -- Certain Antitrust Matters
and Divestitures."
 
     Dissenters' Rights.  Holders of Shares will not be entitled to dissenters'
rights under New Jersey law in connection with the Exchange Offer or the Merger.
 
     (b)(3) Certain contracts, agreements, arrangements and understandings
between the Company and certain of its directors, executive officers or
affiliates are described in Annex C, which is attached hereto and incorporated
herein by reference. See "-- The Merger Agreement -- Merger" above for a
description of the treatment of employee Stock Options, employment agreements,
and benefit plans pursuant to the Merger Agreement.
 
ITEM 4.  THE SOLICITATION OR RECOMMENDATION.
 
     (A) RECOMMENDATION.
 
     At a meeting held on September 22, 1994, the Board approved the Merger
Agreement and the Conditional Purchase/Option Agreement and the transactions
contemplated thereby, including the Exchange Offer and the Merger, and
determined that the transactions contemplated by the Merger Agreement, including
the Exchange Offer and the Merger, taken together, are fair to, and in the best
interests of, the Company and its shareholders. Mr. Ervin R. Shames, the
Company's chief executive officer, abstained from the vote of the directors who
were, otherwise, unanimous. See Item 4(b).
 
     THE BOARD RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE EXCHANGE
OFFER, TENDER THEIR SHARES TO THE PURCHASER UNDER THE EXCHANGE OFFER AND, IF
REQUIRED BY APPLICABLE LAW, APPROVE AND ADOPT THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
 
     A copy of a letter to shareholders communicating the Board's determination
and recommendation is filed as an exhibit hereto and is incorporated herein by
reference.
 
     (B) BACKGROUND AND REASONS FOR THE BOARD'S RECOMMENDATION; OPINIONS OF
FINANCIAL ADVISORS.
 
BACKGROUND
 
     The decision by the Board to enter into the Merger Agreement reflected, in
part, an assessment of the risks and potential benefits of ongoing restructuring
efforts against the risks and benefits of a transaction that would offer all
shareholders the opportunity to receive a premium for their Shares payable in
Holdings Common Stock. A significant factor in the Board's deliberation was the
history of the Company's prior restructuring efforts. Set forth below is a
summary of the events that led to the Board's decision.
 
     1992 Restructuring Plan.  In October 1992, the Company announced its third
restructuring program since 1989 (the "1992 Restructuring Plan"). The 1992
Restructuring Plan was aimed at integrating the numerous acquisitions the
Company had made, reducing costs and reversing a downward trend in earnings. In
conjunction with the 1992 Restructuring Plan, the Company established a
restructuring reserve of $642 million (pre-tax) charged against third quarter
1992 results, which reduced the Company's 1992 year-end
 
                                       24
   25
 
shareholders' equity to $1.13 billion, down from $1.69 billion in 1989, before
the successive restructurings began.
 
     The 1992 Restructuring Plan did not achieve the anticipated results. The
Company's first quarter 1993 net income was $27.2 million and earnings per share
was $.20, a 43% decline in net income from the same period in 1992 (excluding
charges in 1993 and 1992 for accounting changes). Sales in the first quarter of
1993 fell 7.2% to $1.30 billion, from $1.40 billion in the same period of 1992.
In the second quarter of 1993, earnings per share declined 76.4% to $.13 from
$.55 in the second quarter of 1992. Net income of $18.5 million was down 76.7%
from $79.3 million in the second quarter of 1992. Sales were $1.35 billion, down
6% from $1.44 billion in the second quarter of 1992.
 
     In early 1993, at the initiation of KKR, representatives of KKR met with
Anthony S. D'Amato, then Chairman and Chief Executive Officer of the Company,
Lawrence O. Doza, then Vice President and Chief Financial Officer of the
Company, and a representative of the Company's financial advisor, First Boston,
to discuss a possible transaction involving KKR and the Company. After
discussion, Mr. D'Amato advised KKR's representatives that the Company did not
wish to pursue a transaction with KKR at that time.
 
     Development of 1993 Restructuring Plan.  In 1993, the Company began to
develop alternatives to the 1992 Restructuring Plan. In addition, in June 1993,
the Company hired Ervin R. Shames as President and Chief Operating Officer. Mr.
Shames joined the Company with 22 years of experience in the food business,
including positions as President and Chief Executive Officer of General Foods
USA and President of Kraft USA. On July 28, 1993, the Company announced that it
was reviewing its portfolio of businesses to identify those it would retain and
those it would not, and was reducing the quarterly cash dividend on the Company
Common Stock to $.15 per share from $.30 per share.
 
     During the fall of 1993, the Company accelerated the review of its
portfolio of businesses and its strategic alternatives. Booz Allen & Hamilton
Inc. ("Booz Allen"), a business consulting firm, was asked to assess the
existing businesses and their long-term potential and to recommend which
businesses to retain and which to divest. In September 1993, First Boston was
retained by the Company to provide financial advice with respect to this
program. In October 1993, the Board engaged Lazard Freres to act as financial
advisor to the Board with regard to the consideration of strategic alternatives.
The Board also engaged Wachtell, Lipton, Rosen & Katz, which had previously
advised the Company in special situations, as special counsel.
 
     The Company's third quarter 1993 results showed a net loss of $9.4 million,
or $.07 per share, versus a net loss in the third quarter of 1992 of $1.8
million, or $.01 per share before the charge for the 1992 Restructuring Plan.
Sales in the third quarter of 1993 fell to $1.39 billion from $1.53 billion in
the comparable period of 1992. Nearly all of the principal businesses of the
Company posted substantial declines versus prior year performance.
 
     In November 1993, Company management with the assistance of Booz Allen
presented to the Board a plan (the "1993 Restructuring Plan") for restructuring
the portfolio of the Company's businesses. The 1993 Restructuring Plan provided
for major divestitures, including the sale of the Company's North American
snacks business, its seafood business, its jams and jellies business and certain
other businesses and products representing, in the aggregate, annual revenues of
approximately $1.25 billion, or nearly 20% of projected 1993 sales of $6.75
billion. The 1993 Restructuring Plan also aimed at improving the Company's
domestic dairy business, largely through volume recovery and cost reduction, and
contemplated retention of nearly all of the non-food businesses. The 1993
Restructuring Plan envisioned cost reductions phased in over two years, reaching
an annualized savings rate of $100 million by the end of 1995. These savings
were to be achieved through a combination of divestitures and productivity
gains.
 
     Under the 1993 Restructuring Plan, which was reviewed by Booz Allen,
management projected 1994 earnings per share at the upper end of the $.75 to
$1.00 per share range of estimates by securities analysts, and set performance
targets for annual earnings per share growth in 1995 and 1996 of at least double
the food industry average, sales growth of 6% annually and an increase in return
on investment from a range of 5% to 6% in 1994 to 12% in 1996. Further, the 1993
Restructuring Plan contemplated a further reduction in the Company's quarterly
cash dividend from $.15 per share to $.075 per share, and a $752.3 million
pre-tax
 
                                       25
   26
 
restructuring charge against 1993 fourth quarter earnings of which approximately
$637.4 million was for business divestitures and $114.9 million for
organizational restructuring.
 
     Evaluation of 1993 Restructuring Plan and Possible Sale of the Company.  In
reviewing the proposed 1993 Restructuring Plan, the Board considered that
continued poor performance would reduce financial flexibility (which, in turn,
could limit the Company's ability to raise capital at attractive rates and to
pursue strategic growth opportunities); that the 1993 Restructuring Plan was
premised on significant turnarounds within a year or slightly longer in the
Company's dairy and pasta business and improvements in almost all of the
Company's other divisions; that many of the asset sales included in the 1993
Restructuring Plan would be difficult and time-consuming to consummate; that the
Company's quarterly dividend payout might not be sustainable even at the reduced
rate contemplated; and that a number of key management positions were held by
new managers, making it difficult to assess the likelihood of success of the
1993 Restructuring Plan. The Board also took into consideration the fact that
the Company was highly leveraged and exposed to liquidity risk by virtue of its
relatively high ratio of short-term debt (particularly commercial paper) to
total debt in the event of rating agency downgrades, and that the 1993
Restructuring Plan would leave the Company with debt coverages less favorable
than the median for investment grade companies and without tangible net worth.
 
     After weighing these risks and considering that previous restructuring
efforts had not achieved targeted results and after receiving two unsolicited
inquiries regarding the sale of the Company, one from KKR and one from another
party, the Board determined to instruct Lazard Freres to make contacts with a
selected group of companies considered to be potential buyers of the Company.
The potential buyers contacted by Lazard Freres consisted primarily of
industrial buyers, rather than financial buyers, because Lazard Freres believed
that a leveraged buyout did not appear to be feasible given the Company's
operating performance and high debt levels. Lazard Freres, however, did contact
KKR because of its prior indication of interest in the Company and its ownership
interest in Holdings. KKR, in turn, brought the possibility of a transaction
with the Company to the attention of Holdings. The other party that had
previously contacted the Company was also contacted by Lazard Freres.
 
     In response to Lazard Freres' solicitations, only Holdings and one other
company expressed interest in obtaining information about the Company. Both
Holdings and the other potential buyer (the "Potential Buyer") entered into
confidentiality agreements with the Company and commenced due diligence.
Holdings, however, after preliminary meetings, declined to pursue its interest.
Holdings indicated that, due to the then-current trading price of the Shares,
Holdings' own indebtedness and the debt levels of the Company, Holdings was
unwilling to proceed with an acquisition of the Company. In addition, Holdings
said that it had determined that its strategic interest was in substantially
less than all of the Company's businesses.
 
     At a Board meeting held on December 9, 1993, Lazard Freres indicated that
the Potential Buyer appeared to be interested in acquiring all of the Company.
At the Board meeting, management recommended that the Company proceed with the
1993 Restructuring Plan it had previously recommended. The Board, however,
determined that, given the risks inherent in the 1993 Restructuring Plan, talks
with the Potential Buyer should continue, and the decision as to whether to
implement the 1993 Restructuring Plan was postponed. That same day, the Board
accepted the resignation of Anthony S. D'Amato, as Chairman and Chief Executive
Officer of the Company, and appointed Frank J. Tasco, a director of the Company
and retired Chairman and Chief Executive Officer of Marsh & McLennan Companies,
Inc., as Chairman of the Board of the Company and Ervin R. Shames, as Chief
Executive Officer of the Company.
 
     On December 21, 1993 the Potential Buyer indicated that it would not be
interested in pursuing an acquisition of the entire Company but that it would be
willing to explore the acquisition of just the Company's Packaging and
Industrial Products Division ("PIP") and a concurrent investment in the
remaining food company. However, the indicated price levels from the Potential
Buyer's proposal would not have generated proceeds sufficient to reduce the
Company's debt to a level appropriate to the remaining food business. Thus, the
Board rejected this suggestion in part because it was advised that such a
divestiture would leave the Company undercapitalized. The Board then instructed
management to prepare the 1993 Restructuring Plan for final approval.
 
                                       26
   27
 
     1993 Restructuring Plan Adopted; Goals Set.  On January 4, 1994, the Board
formally approved the 1993 Restructuring Plan. Over the previous months, the
Board had received from management and Booz Allen an extensive review of the
Company's 50 distinct domestic and international businesses. The Company
announced that, with the help of its financial advisors, the Board had evaluated
a full range of alternatives for the Company, including sale or merger, and that
the Company was not aware of any third party expressing interest in proposing
such transactions. The Board also reviewed the alternative of liquidation and
concluded that adverse tax consequences and the uncertainties involved in the
sale of the Company in parts rendered this alternative unattractive.
 
     In announcing the 1993 Restructuring Plan, the Company stated that it had
set financial goals, including earnings per share for 1994 at the upper end of
the $.75 to $1.00 range of analysts' estimates, cash flow of $400 million to
$450 million after capital expenditures and including divestiture proceeds,
substantially all of which was intended to be applied to debt repayment, and
cost reductions reaching an annualized rate of $70 million to $85 million by the
end of the year.
 
     As a result of the write-off related to the implementation of the 1993
Restructuring Plan, the Company's shareholders' equity as of December 31, 1993
was reduced to $245.9 million.
 
     Progress Under the 1993 Restructuring Plan.  Following the adoption of the
1993 Restructuring Plan, the Board, with the assistance of its financial
advisors and management, closely monitored its implementation and the associated
divestitures. In its 1993 Annual Report to Shareholders which was issued in late
March 1994, the Company acknowledged that the success of the 1993 Restructuring
Plan depended on multiple divestitures at anticipated prices, sharply reduced
costs throughout the Company, a reversal of the weak sales and income
performance of the Company's pasta business and a turnaround of the Company's
domestic dairy operations, which, based on early 1994 results, would be a
significant challenge.
 
     The Company's first quarter 1994 earnings per share were $.04 and net
income was $5.8 million. In its announcement of first quarter results, the
Company also stated that its earnings projections for 1994 were then "in line"
with the current range of analyst projections of $.70 to $.95 per share, as
opposed to the January 1994 earnings per share target at the "upper end" of the
$.75 to $1.00 range.
 
     In June 1994, the Board and management became increasingly concerned about
the Company's progress in achieving the cost reductions and earnings
improvements targeted under the 1993 Restructuring Plan. The Board and
management were particularly concerned that the failure to achieve significant
progress by that time would make it difficult to reach the targets for 1994 and
subsequent years.
 
     Further Restructuring Contemplated in Light of Six-Month Results.  On July
26, 1994, management advised the Board that it would begin to explore possible
modifications to the 1993 Restructuring Plan which might involve the sale or
closure of all or part of the dairy operations and other businesses. The Board
determined that the alternative of a sale of the Company should also be explored
again. The Board was advised that the only parties that had contacted the
Company since January 1994 were KKR and Japonica Partners ("Japonica").
 
     On May 24, 1994, Japonica wrote to Mr. Tasco stating that Japonica was
interested in an equity investment in the Company as a "proactive white knight."
In response, the Board authorized Lazard Freres to contact Japonica to
investigate, on behalf of the Board, Japonica's interest in the Company and its
capacity to effectuate a transaction involving the Company.
 
     On June 13, 1994, Mr. Tasco wrote to Japonica, advising it that Lazard
Freres was acting as the Company's financial advisor and was authorized to
represent the Company in discussions with third parties. Subsequently, a
representative of Japonica contacted Lazard Freres, but did not propose any
transaction and did not provide any evidence of Japonica's source of funds for
any transaction, despite Lazard Freres's repeated inquiries. (Japonica, in
letters to Mr. Tasco, disputed the foregoing characterization of its contacts
with Lazard Freres although it never stated that it had proposed a transaction
or provided evidence of its financial resources.)
 
                                       27
   28
 
     Accordingly, on July 16, 1994, Mr. Tasco wrote to Japonica explaining that
in light of the serious challenges facing the Company, it was disinclined to
pursue discussions with a party who was unable or unwilling to make substantive
proposals or to provide any evidence of its financial capacity. At no point
during any of its contacts with the Company or its advisors did Japonica make
any substantive proposal or provide evidence of its ability to finance any
transaction with respect to the Company. The discussion herein of the Company's
written correspondence with Japonica is qualified by reference to the full texts
of such correspondence which are included as exhibits to this Schedule 14D-9,
all of which are incorporated herein by reference.
 
     Pursuant to its decision to explore the alternative of a sale of the
Company, the Board, at its July 26, 1994 meeting, instructed Lazard Freres to
respond to KKR's prior contacts. Based on the advice of Lazard Freres and given
the publicity concerning the Company's efforts to find a buyer in late 1993 and
the lack of inquiries, the Board determined that it was reasonable to conclude
that no other bidder was interested.
 
     On July 27, 1994, the Company announced that for the second quarter of
1994, it had net income of $11.1 million or $.08 per share compared with income
from continuing operations of $30.5 million, or $.22 per share, in the same
period of 1993. Net sales rose 1.3% to $1.37 billion from $1.35 billion in the
second quarter of 1993. The six-month results included continuing losses in the
Company's dairy business that were considerable. The Company stated that it was
moving more slowly than it had hoped in achieving the goals of the 1993
Restructuring Plan. The Company further stated that each of the Company's
businesses must contribute to the Company's objectives by virtue of market
position, growth prospects, profit potential or some combination of those
objectives. In light of this, the Company further stated that it was reviewing
progress to date and planned to take any corrective measure that might become
necessary. The Company announced that, given its results in the first half of
1994, it was clear that its earlier expectation of earnings for the year would
not be realized, and did not give a further earnings forecast.
 
     The results for the first half of 1994 also caused the Board and management
to focus on the liquidity of the Company. In connection with the 1993
Restructuring Plan, the Company obtained an amendment to its only financial
covenant which was contained in the TMI credit agreement, a covenant related to
the net worth of the Company. The amendment required achievement of financial
ratios that would be met under the goals of the 1993 Restructuring Plan. The
Board and management were particularly concerned about the level of the
Company's short-term liabilities, including the commercial paper used to finance
operations. The Board was advised that, if earnings continued below the amounts
forecasted in the 1993 Restructuring Plan and the Company undertook a further
restructuring, its debt ratings could be lowered and its ability to issue
commercial paper could be limited. In early July 1994, the Company sought to
increase its $520 million credit facilities on terms which were substantially
the same terms as existed previously for a majority of the facilities. Due in
part to the five-year term of the proposed facility and the existence of other
Company credit facilities with terms more favorable to the lenders, these
efforts met resistance in the marketplace. Later in July 1994, the Company
determined to pursue a larger bridge facility that would consolidate the
Company's bank lines and backstop its commercial paper. Accordingly, the Company
obtained $1.4 billion, 2 1/2 year financing facilities in August 1994 from a
group of banks led by Citibank, N.A. and Credit Suisse.
 
     Proposed 1994 Restructuring Plan.  At a special meeting of the Board on
August 16, 1994, management presented further analysis of the alternatives
available to the Company. First Boston provided a financial analysis for each
such alternative and management recommended a plan to further reconfigure the
Company (the "Proposed 1994 Restructuring Plan"). The Proposed 1994
Restructuring Plan provided for the divestiture of the dairy business (excluding
cheese), the Company's largest business, which was depleting the Company's
earnings and cash. Management advised the Board that, in its view, the Company
did not have the time or the resources to turn the dairy business around. While
the sale of the dairy business would improve cash flow, it was expected to
generate a substantial writeoff without meaningful debt reduction. Management
also recommended the additional sale of two profitable businesses from the PIP
division, Wallcoverings and Packaging Resources, principally in order to
generate cash to reduce debt.
 
     The Proposed 1994 Restructuring Plan also called for realigning the Company
into two operating divisions: Consumer Packaged Products and Worldwide Adhesives
and Resins, and significantly reducing
 
                                       28
   29
 
costs in the Company's continuing operations by substantial personnel reductions
and other programs. As part of the Proposed 1994 Restructuring Plan, management
also recommended that the Board reduce the quarterly cash dividend on the Shares
to $.01 per share. The Board was advised that adoption of the Proposed 1994
Restructuring Plan would require a significant charge of approximately $500
million (after-tax) in the third quarter of 1994, resulting in substantial
negative shareholders' equity. In addition, the Board was advised that in the
third quarter of 1994, the Company would likely incur additional pre-tax charges
of approximately $95 million as a result of less than estimated proceeds from
the divestiture of discontinued operations pursuant to the 1993 Restructuring
Plan and could possibly incur certain other balance sheet adjustments of up to
$100 million. Management had projected that the Company's 1994 earnings per
share would be $.50 without a restructuring, and earnings per share under the
Proposed 1994 Restructuring Plan were projected to be $.47 for 1994, $.75 for
1995, $0.84 for 1996, $1.10 for 1997 and $1.21 for 1998. The Proposed 1994
Restructuring Plan called for a reduction in the Company's debt level from
$2.287 billion in 1994 to $1.659 billion in 1996 and $1.294 billion in 1998.
After presentation by management and the Company's financial advisors, the Board
authorized management to finalize the details of the Proposed 1994 Restructuring
Plan with a view to its formal approval and announcement in early September
1994.
 
     Developing the KKR Proposal.  On August 3, 1994, KKR signed a
confidentiality agreement (the "Confidentiality Agreement") and began to receive
certain nonpublic information concerning the Company, specifically the Company's
then current "base case" projections for 1994 showing earnings per share of $.50
and net income from continuing operations of $71 million. The Confidentiality
Agreement contained certain provisions that would prohibit KKR from making an
unsolicited tender offer for the Company's stock. On the same day, KKR proposed
exploring a transaction, the consideration for which would be securities owned
by partnerships controlled by KKR. Following the Board meeting of August 16,
1994, KKR communicated to Lazard Freres that it would be interested in pursuing
a transaction with the Company in which it would pay a "meaningful" premium to
the Company's trading price using Holdings Common Stock as currency. At a
special meeting of the Board on August 18, 1994, management conveyed this to the
Board. Management explained that KKR would require "due diligence" meetings with
the senior management of the Company before it would be in a position to
formalize a proposal. Management further indicated that KKR would be willing to
make a decision prior to the September 7, 1994 Board meeting at which the Board
intended to take final action on the Proposed 1994 Restructuring Plan.
 
     During the course of the Board's deliberations concerning continuing
discussions with KKR, Mr. Shames expressed his view that the Proposed 1994
Restructuring Plan was achievable and should be pursued by the Company. He said
that implementation of the Proposed 1994 Restructuring Plan would make the
Company more saleable if the Board chose to sell the Company in the future. He
said that he believed that it was imperative to commence implementing the
Proposed 1994 Restructuring Plan without additional delays. Cognizant that the
Company's prior restructuring plans had fallen short of their goals and that
further restructuring efforts posed significant risks, the Board determined that
it was in the best interests of the Company and its shareholders to continue
discussions with KKR prior to acting on the Proposed 1994 Restructuring Plan.
The Board, therefore, directed management, with the assistance of Lazard Freres
and First Boston, to proceed with KKR to determine whether KKR would make a
proposal that would provide a premium for all shareholders. At the same time,
management was instructed to prepare to implement the Proposed 1994
Restructuring Plan on September 7, 1994, as had been contemplated, so that there
would be no delay in the event that an acceptable proposal from KKR did not
materialize.
 
     On August 22, 1994, Lazard Freres met with KKR. KKR expressed interest in
meeting with management to conduct due diligence and indicated that it would be
ready to make a definitive proposal by September 7, 1994. On August 25 and 26,
1994, Lazard Freres, First Boston and members of senior management met with KKR
in Columbus, Ohio to conduct due diligence. On September 2, 1994, KKR proposed
an offer to acquire 75% of the Company through an exchange offer for
approximately 100 million Shares, at $13.50 per share, and a conditional
purchase/stock option agreement wherein it would have the right to acquire
28,138,000 Shares for $11 per share, with the consideration in both cases to be
paid in Holdings Common Stock valued at market. Over the course of the next
three days, management of the Company, Lazard Freres, and First Boston
negotiated with KKR and Morgan Stanley & Co., KKR's
 
                                       29
   30
 
investment banker, particularly with respect to KKR's willingness to pursue an
offer to acquire the entire Company.
 
     On September 7, 1994, the Board met to consider both management's Proposed
1994 Restructuring Plan and the KKR proposal that had resulted from the
negotiations upon the understanding that these were the two viable alternatives
available to the Company. During the meeting, management again reviewed for the
directors the principal elements of the Proposed 1994 Restructuring Plan.
Management then summarized the KKR proposal. Responding to the Company's request
for an offer that could be made for all of the Shares, KKR proposed to acquire
100% of the Shares at $13.50 per share, payable in Holdings Common Stock,
through an exchange offer for all of the Shares followed by a merger in which
any Shares remaining outstanding would receive the same consideration that had
been paid in the exchange offer. Under New Jersey law, such a merger would
require the affirmative vote of 66 2/3% of the Company's outstanding shares.
KKR's proposal was contingent upon the Company agreeing to enter into a
conditional purchase/stock option agreement for up to approximately 28,138,000
Shares, payable in Holdings Common Stock, at $11 per share. In addition, the KKR
proposal contemplated certain fees and reimbursements for KKR on terms to be
negotiated. Finally, KKR proposed that it would be entitled to representation on
the Board proportionate to its ownership, subject to a minimum of 40%
representation if it acquired 28,138,000 Shares (approximately 19.9% of the
total then outstanding Shares) pursuant to the exercise of its option or
otherwise. The proposal was contingent on completion of due diligence, and the
exchange offer would be contingent on certain waivers being obtained under the
Company's credit facilities. The proposal was not otherwise subject to
financing. Both the Board and its advisors believed that KKR intended to keep
current management, to offer management an opportunity to obtain an equity
interest in the surviving enterprise and to restructure the Company. However,
the Board was advised that KKR had no substantive discussions of these matters,
had made no commitments to management and had made no decision with respect to
the precise nature of its restructuring plan. Management advised the Board that
it understood that any decisions by KKR would be made only after it had
completed a thorough analysis of the Company.
 
     In reporting to the Board on the negotiations, the Company's
representatives indicated that they wished to ensure that, in the event of a
competing transaction proposal, KKR would not be able both to profit on the
conditional purchase/stock option agreement and to obtain a "topping" fee. KKR
had not yet agreed to that point. The representatives also reported to the Board
that the Company had requested that KKR provide some post-transaction guarantee
of the price level of the Holdings Common Stock that would be issued to the
Company's shareholders in the exchange offer. However, these representatives
indicated that it appeared that while KKR had stated that it would negotiate a
"collar" of approximately 10% around the trading price for Holdings Common Stock
at the time the transaction was announced to protect the value that the
Company's shareholders would receive in the exchange offer, KKR had refused to
consider any post-exchange offer guarantee of the trading value of Holdings
Common Stock. The representatives said that they would press for a wider collar
on the Holdings Common Stock price but that they did not believe that a
post-transaction guarantee would be achievable in the negotiations. The
representatives indicated that they were seeking to reduce as much as possible
the fees requested by KKR.
 
     Although the Board thought that the $13.50 per share price then offered was
too low and that certain of the other terms proposed by KKR were not acceptable,
the Board instructed the Company's negotiators to go back to KKR to seek to
improve the price and to seek to negotiate satisfactory arrangements with
respect to the other terms of the transaction. The Board took this action in the
belief that a satisfactory proposal could be elicited from KKR. The Board
considered that such a proposal would offer the shareholders of the Company a
premium for their Shares in the form of a highly liquid security, which
presented its own risks and opportunities. At the same time, the Board noted
that while the Proposed 1994 Restructuring Plan was designed to improve the
Company's operating results and reduce its debt, it nonetheless had
significantly lower earnings projections than previous restructuring plans and
that it entailed significant risks to the equity value of the Company. These
risks included, in particular, the consequences of having substantial negative
net worth, the possibility of a credit rating downgrade and, if results of
operations and divestiture proceeds were not realized as planned, the risk of
further deterioration in the Company's financial condition. The Board also
considered the risk that the announcement of the Proposed 1994 Restructuring
Plan would have a negative
 
                                       30
   31
 
effect on the trading price for the Shares, thereby implicitly increasing the
premium inherent in a transaction with KKR. The Board took into account the fact
that the previous restructuring attempts by the Company had fallen short of
their goals. The Board adjourned the meeting in order to permit the Company's
negotiators to proceed.
 
     In negotiations on September 7 and 8, 1994, KKR indicated that it would be
willing to increase its offer price to $14.25 per Share, and that the collar
would be approximately 13%, depending on the price of Holdings Common Stock on
the day that the transaction was announced. KKR also accepted the Company's
position that KKR not profit as a result of exercising the option in
circumstances where KKR had received a topping fee, and agreed that it would
receive a 33 1/3% representation on the Board as a minimum if it purchased
28,138,000 Shares, or approximately 19.9% of the outstanding Shares, pursuant to
exercise of the option. KKR insisted on the payment of (1) a $20 million initial
fee, (2) a $50 million topping fee, against which the initial fee would be
credited, and (3) expense reimbursement of up to $15 million. The September 7,
1994 Board meeting reconvened on September 9, 1994. Mr. Shames said that he
believed that the Proposed 1994 Restructuring Plan could be accomplished and was
a better alternative for the Company. In that regard, Mr. Shames stated he
believed that it was the wrong time to sell the Company because successfully
pursuing the Proposed 1994 Restructuring Plan would result, over time, in
greater value for shareholders than that reflected in the KKR proposal.
Nonetheless, after careful consideration of all the factors before it, the Board
voted to authorize management to proceed to negotiate agreements with KKR on the
terms outlined, to complete the Company's due diligence investigation of
Holdings, and to permit KKR to complete its due diligence of the Company. Mr.
Shames abstained from the vote of the Board.
 
     At a special meeting held by the Board on September 11, 1994, the Board
authorized the Company to enter into an agreement-in-principle with the
Partnership. The Letter of Intent expressed the intent of the parties to
negotiate a definitive merger agreement on substantially the terms already
described to the Board. KKR had also requested a condition in the merger
agreement dealing with the refinancing of the Company's debt because, as a
result of its due diligence and in anticipation of costs related to the proposed
transactions, KKR believed that the Company's bank credit facilities should be
increased to provide a cushion for working capital needs and their maturities
extended. It was agreed that this condition would be limited to terms to be set
forth in the merger agreement. The Letter of Intent also provided for the
payment of the $20 million Initial Fee to KKR (which was subsequently paid) and,
in consideration of the Letter of Intent and such Initial Fee, KKR agreed that,
if for any reason no merger agreement was entered into, KKR would be required to
purchase 28,138,000 Shares for $11 per share, payable in Holdings Common Stock,
providing the Company with a saleable asset of over $300 million that could be
used to reduce debt or for other purposes. The Letter of Intent also provided
for the payment of the $50 million topping fee (reduced by the Initial Fee) in
the event that, during the pendency of the Letter of Intent, a third party made
a Transaction Proposal which was subsequently consummated.
 
     The Letter of Intent was announced on September 12, 1994 and the parties
proceeded to negotiate definitive agreements. Following the announcement on
September 12, 1994 that the Company had entered into the Letter of Intent with
the Partnership, Japonica wrote again to the Company, reiterating its interest
in acting as a "proactive white knight." The Company responded with a letter to
Japonica indicating that the Board was prepared to explore all serious,
substantive proposals with a view to maximizing the value of the Shares. The
Company noted that none of Japonica's communications had contained any actual
proposal, but it indicated that if Japonica had a proposal that it believed
would maximize shareholder value and that could be effected, Japonica should
contact Lazard Freres, who would arrange a meeting.
 
     On September 15, 1994, Japonica wrote again to the Company demanding that
the Company forward to Japonica all material and information provided to other
potential bidders, including KKR. In response, the Company wrote to Japonica the
next day indicating once more that, although none of its communications had yet
included any concrete proposal or provided the information regarding financing
that the Company had requested, the Board remained willing to explore all
serious substantive proposals. In response to Japonica's request for information
that had been provided to other bidders, the Company enclosed a form of
confidentiality agreement, already executed by the Company, for Japonica's
signature. The confidentiality
 
                                       31
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agreement did not contain any "stand-still" provisions. Japonica has never
executed and delivered the confidentiality agreement.
 
     On September 19, 1994, the Company offered to meet with Japonica and to
make available to it certain senior members of management and the Company's
legal and financial advisors on the assumption that, in view of its persistence,
Japonica must have believed that it had a proposal to maximize shareholder value
that could be effectuated. A meeting was arranged for September 21, 1994. At the
meeting, Japonica indicated that it did not wish to sign the confidentiality
agreement. Japonica presented a "Letter of Continuing Interest" with regard to
the Company and attached to it certain materials with respect to its "Dynamic
Tension(TM)" management philosophy. Although the Letter of Continuing Interest
contained various nonspecific suggestions with respect to the Company, it did
not contain, and upon questioning by representatives of the Company and its
advisors, Japonica did not make, any proposal for the Company. Japonica also
refused to provide any information with respect to its financing resources. The
Company indicated that it would consider any credible proposal that Japonica
chose to make, and, subject to execution of the confidentiality agreement,
provide appropriate confidential information.
 
     On September 22, 1994, the Board convened to consider the Merger Agreement
and the Conditional Purchase/Option Agreement which had been negotiated with
KKR. For a description of the Merger Agreement and the Conditional
Purchase/Option Agreement, see Item 3 of this Schedule. At the meeting, the
Board reviewed in detail the proposed terms of the transaction. The Board
received an updated report on the Company's results of operations and financial
condition. The Board also reviewed investor reaction to the announcement of the
Letter of Intent, the correspondence and meeting with Japonica, the due
diligence that had been performed on Holdings, the presentations of Lazard
Freres and First Boston and the fairness opinions delivered by Lazard Freres and
First Boston.
 
     At the September 22, 1994 Board meeting, the Board, with Mr. Shames
abstaining, voted to approve the Merger Agreement and the Conditional
Purchase/Option Agreement and the transactions contemplated thereby, to
recommend to the shareholders of the Company that they accept the Exchange
Offer, that they tender their Shares to Purchaser and that, if required by
applicable law, they approve and adopt the Merger Agreement. Mr. Shames repeated
the views he expressed on September 9, 1994 and stated that he was also
abstaining because he felt a conflict arising from the issue of his future
involvement in the Company (although he stated that he had no agreements with
KKR).
 
     The Board further authorized a press release relating to the Merger
Agreement and the Conditional Purchase/Option Agreement, and a letter to be sent
to Japonica, following the execution of the Merger Agreement and the Conditional
Purchase/Option Agreement, indicating that the Company's agreements with the
Partnership do not preclude the Board's consideration of a proposal by Japonica,
and that the Board is interested in obtaining the best possible transaction for
the Company's shareholders and should Japonica decide to make a substantive
proposal, the Board is prepared to work with Japonica to that end. The Board
indicated that if Japonica chose to submit a proposal, it should specify the
means and sources of financing. The letter noted that Japonica had failed to
provide information as to its ability to finance the type of transactions it had
referred to even though the Board had been requesting that information for
several months.
 
     After the Board meeting, the Company and KKR finalized the details of the
Merger Agreement and the Conditional Purchase/Option Agreement and on September
23, 1994, the Company, Purchaser and the Partnership entered into the Merger
Agreement and the Conditional Purchase/Option Agreement. The terms of the
transactions were announced in a joint press release issued on September 23,
1994.
 
     Events Subsequent to Announcement of the KKR Transaction.  Subsequent to
the announcement of the Merger Agreement, Japonica wrote to Mr. Tasco, on
September 27, 1994, requesting, among other things, that the Company not sell
any more assets. On October 5, 1994, a representative of Japonica wrote to a
representative of the Company that Japonica "is currently working on a proposal
which it anticipates forwarding to Borden in a timely manner." On October 18,
1994, Japonica again wrote to the Board stating that it was "in the process of
preparing a detailed proposal for the Company." To date, no such proposal has
been received. An additional party, who had expressed an interest in a possible
transaction with the Company following the September 23rd announcement and who,
to the Company's knowledge, was not affiliated with
 
                                       32
   33
 
Japonica, executed a confidentiality agreement with the Company and met with
representatives of the Company but, subsequently, indicated it was only
interested in transactions involving the Company's food business or parts
thereof. The Company has been approached by other parties following the
September 23rd announcement, but none has executed a confidentiality agreement
or made any proposal. The Company may have additional discussions with these or
other parties, see Item 7.
 
     At the regularly-scheduled meeting of the Board on October 25, 1994,
management reported on the third quarter results of the Company and projections
for the remainder of the fiscal year. In the third quarter of 1994, the Company
reported a net loss of $130.5 million or $.92 per share, including pre tax
charges of $181.2 million. This pretax charge includes an accrual of $52.2
million for the transaction fees and expenses, of which $20 million has been
paid to KKR to date. Management stated that the Company's dairy operations
continued to post a wide loss, that profits of its pasta products were falling
short of expectations, and that the Company's food businesses overall were
progressing more slowly than desired. In light of the above, management advised
the Board that it was revising its estimate for earnings per share for 1994 to
$.38 per share (before special charges), from the $.50 per share projection
which had been reported to the Board in August. The Board considered the
implications of the Company's performance and of the revised projections for the
transaction with KKR.
 
     On October 28, 1994, Nabisco Holdings Corp. ("Nabisco"), a wholly-owned
subsidiary of Holdings, filed a registration statement with the Commission for
the proposed offering of between 17.4% and 19.5% of Nabisco's common equity. The
Company and its advisors were apprised of Nabisco's intentions immediately prior
to the public announcement of the filing of such registration statement.
 
     On November 14, 1994, prior to the mailing of this Schedule 14D-9, the
Board met and approved the Amendment changing the end of the Valuation Period
for the Exchange Ratio (see Item 2) as a result of comments received from the
Commission. The Amendment provides that the ten day Valuation Period will now
end immediately prior to the tenth business day prior to the Expiration Date, as
defined in the Merger Agreement, for the Exchange Offer, instead of the two
business days provided in the original Merger Agreement. In connection with this
amendment, the Board received confirmation from Lazard Freres and First Boston
that the change to the Merger Agreement did not affect the opinions dated
September 22, 1994 and delivered to the Board. (See Annexes A and B.) In
addition, at this meeting, the Board reviewed with its advisors progress on the
transactions contemplated by the Merger Agreement and the Conditional
Purchase/Option Agreement, reviewed the Exchange Offer and this Schedule 14D-9,
reviewed events subsequent to the execution of the Merger Agreement, including
the proposed public offering by Nabisco and related transactions and the effect
of such announcement on the price of Holdings Common Stock, and ratified its
recommendation that the Company's shareholders accept the Exchange Offer, tender
their Shares to the Purchaser under the Exchange Offer, and, if required by
applicable law, approve and adopt the Merger Agreement and the transactions
contemplated thereby.
 
REASONS FOR THE EXCHANGE OFFER AND MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF THE COMPANY
 
     The Board has determined that the Merger Agreement and the Conditional
Purchase/Option Agreement and the transactions contemplated thereby, including
the Exchange Offer and Merger, taken together, are fair to the shareholders of
the Company and recommends that holders of Shares accept the Exchange Offer,
tender their Shares thereunder to the Purchaser and, if required by applicable
law, approve and adopt the Merger Agreement. This determination and
recommendation was made by the entire Board at its meeting on September 22,
1994, with Mr. Shames, the Company's Chief Executive Officer, abstaining.
 
     As described above under "-- Background," the Board was confronted with two
realistic choices: to approve the Proposed 1994 Restructuring Plan or to
authorize the Company to enter into the Merger Agreement. The Board's decision
to enter into the Merger Agreement was based, in large part, upon balancing the
risks and opportunities of the Proposed 1994 Restructuring Plan recommended by
management against the risks and benefits of the Merger Agreement. On the one
hand, the Board considered the Proposed 1994
 
                                       33
   34
 
Restructuring Plan to involve risk to the equity value of the Company in the
short run and, if the restructuring were to be unsuccessful, a substantial
future risk. On the other hand, although the Merger Agreement offers all
shareholders the opportunity to receive a premium for their Shares, because the
form of consideration to be paid to shareholders is Holdings Common Stock, the
Board took into account the risk to the Holdings Common Stock because of tobacco
developments (including litigation, legislation and governmental regulation)
that the Board recognized were not determinable. In balancing the two
alternatives, the Board determined that the transactions contemplated by the
Merger Agreement were the less risky and preferable alternative.
 
     THE RECOMMENDATION BY THE BOARD THAT THE COMPANY'S SHAREHOLDERS ACCEPT THE
EXCHANGE OFFER AND TENDER THEIR SHARES IS NOT, AND SHOULD NOT BE CONSIDERED TO
BE, A RECOMMENDATION THAT THE COMPANY'S SHAREHOLDERS CONTINUE TO OWN OR,
ALTERNATIVELY, MAKE A DECISION TO SELL THE HOLDINGS COMMON STOCK ACQUIRED BY
SUCH HOLDERS AS A RESULT OF THE EXCHANGE OFFER OR THE MERGER.
 
     In its deliberations, the Board considered a number of factors including,
without limitation, the following which includes all of the factors the Board
considered material:
 
          1. The Board's knowledge of the business, operations, properties,
     assets, financial condition, operating results and prospects of the
     Company, including, in particular, its close monitoring of the adoption and
     implementation of the 1993 Restructuring Plan, and the failure of that plan
     to attain its goals (see "-- Background" for a description of the 1993
     Restructuring Plan);
 
          2. The Board's knowledge and judgments as to the results of the
     Company's restructurings in 1989, 1991 and 1992, and their failure to
     achieve the anticipated results;
 
          3. The Board's judgment as to the future prospects of the Company in
     light of management's Proposed 1994 Restructuring Plan (see "-- Background"
     for a description of the Proposed 1994 Restructuring Plan), which the Board
     viewed as posing significant risks for the equity value of the Company
     including that it would result in the Company having a substantial negative
     net worth; that it would require the sale of some of the Company's
     profitable businesses; that there were risks inherent in selling such
     businesses and attendant uncertainties as to what prices could be realized;
     and that the proposed restructuring would still leave the Company highly
     leveraged with a significant amount of indebtedness even after application
     of the proceeds from the sales of the businesses. The Board considered that
     the projected earnings for the Company following implementation of the
     proposed restructuring would not, based upon the advice of Lazard Freres,
     even if such earnings projections were met, likely result in an implied
     stock price on an undiscounted basis (calculated by multiplying leading
     earnings per share amounts by assumed multiples) exceeding $14.25 until
     1997, using a multiple of 13 or until mid-1996, using a multiple of 16;
 
          4. The view expressed by the Company's Chief Executive Officer that
     the Proposed 1994 Restructuring Plan could be accomplished and that it was
     a better alternative for the Company (see "-- Background");
 
          5. The oral and written presentations of First Boston and Lazard
     Freres and the opinions of First Boston and Lazard Freres that, as of
     September 22, 1994, the consideration to be received by the shareholders of
     the Company (other than KKR and its affiliates) in the Exchange Offer and
     the Merger is fair to such shareholders from a financial point of view.
     These opinions were based on drafts of the Merger Agreement and the
     Conditional Purchase/Option Agreement and were subsequently reconfirmed in
     writing upon the financial advisors' review of the definitive agreements.
     Such opinions, which are subject to limitations, qualifications and
     assumptions, including those relating to the absence of adverse future
     developments in Holdings' tobacco business, are filed as exhibits to this
     Schedule 14D-9 and should be read in their entirety;
 
          6. The terms and conditions of the Merger Agreement and the
     Conditional Purchase/Option Agreement; the Board considered in particular
     the "no-solicitation" provision of the Merger Agreement, the fees and
     expense reimbursements payable to KKR (which could require payments of up
     to
 
                                       34
   35
 
     $65 million in the aggregate and which provisions were negotiated at arms'
     length between the parties) and the termination provisions of the Merger
     Agreement and concluded that the terms of the Merger Agreement and the
     Conditional Purchase/Option Agreement would not preclude the Board from
     considering alternative transaction proposals for the Company;
 
          7. Possible alternatives to the Exchange Offer and the Merger,
     including continuing to operate the Company as an independent public
     company, approving the further restructuring proposed by the Company's
     management, or liquidating the Company, as well as a range of potential
     values to the Company's shareholders associated with such alternatives
     determined with the assistance of the Company's financial advisors, the
     timing of effectuating such alternatives and the likelihood of achieving
     those values;
 
          8. Information concerning the business, financial condition and
     results of operations of Holdings, including a discussion by the Company's
     management and advisors regarding the due diligence investigation of
     Holdings undertaken on the Board's behalf; in that connection the Board
     took into account that the impact on Holdings from litigation (including
     pending and future matters as well as class action litigation), legislation
     (pending and future) and governmental regulation (present and future)
     involving tobacco products was unknowable and could be devastating with
     respect to the value of Holdings Common Stock;
 
          9. The historical market prices of the Shares and the Holdings Common
     Stock;
 
          10. The fact that the consideration to be received by the Company's
     shareholders in the Exchange Offer and the Merger represented a premium
     over the trading price of the Shares prior to the announcement of the
     Letter of Intent. In this regard, the Board considered the risk that
     announcement of the Proposed 1994 Restructuring Plan might negatively
     impact the trading price of the Shares;
 
          11. The fact that the consideration to be received by shareholders of
     the Company in the Exchange Offer and the Merger will consist of equity
     securities of Holdings, a widely followed, publicly traded company,
     affording them a significant degree of liquidity should the Company's
     shareholders determine to sell Shares of Holdings Common Stock acquired in
     the Exchange Offer or the Merger;
 
          12. The fact that the Exchange Offer is for all of the outstanding
     Shares and holders of Shares have the right to choose whether or not to
     exchange their shares in the Exchange Offer;
 
          13. The taxable nature of the transaction (as opposed to a transaction
     that would be tax-free), recognizing that shareholders of the Company
     subject to taxation whose basis in the Shares was less than $14.25 would be
     required to pay taxes even though they would receive no cash proceeds in
     the transaction.
 
          14. The correspondence from, and the results of, the discussions and
     the meeting with Japonica and its representatives, the fact that no
     specific transaction was proposed by Japonica, that Japonica would provide
     no information with respect to its potential sources of financing and that
     the Merger Agreement does not, in the Board's judgment, preclude
     consideration by the Board of any proposal made by Japonica or any other
     party; and
 
          15. The fact that the efforts to sell the Company in late 1993 were
     not successful and that despite the public disclosure that the Company was
     considering a number of alternatives for the Company, including the
     possible sale or merger of the Company, no third party contacted the
     Company subsequent to such announcement and prior to the execution of the
     Merger Agreement except the Partnership and Japonica and only the
     Partnership made a proposal to acquire the Company (see "-- Background").
 
     In reaching the conclusion that the holders of Shares will receive fair
value in the Exchange Offer and the Merger in Holdings Common Stock, the
Company's Board considered the opinions of its financial advisors (which are
Annexes A and B hereto, and are further described under "-- Opinions of
Financial Advisors"), its knowledge of the Company's businesses and discussions
with the Company's management and the Company's and Board's financial advisors
of their views concerning the businesses, financial condition and prospects of
Holdings. The Board, with the assistance of the Company's financial advisors,
also considered
 
                                       35
   36
 
recent and current market prices of Holdings Common Stock, on which the Exchange
Ratio for the Exchange Offer and the Merger was based. The board recognized that
if KKR and its affiliates acquire more than 51% of Borden, the financial
advisors would be entitled to aggregate fees equal to $20,000,000 which the
Board believed to be reasonable for complex transactions of this type and
appropriate in light of the services provided by such financial advisors to the
Board and Company.
 
     As noted in the second paragraph of "-- Reasons for the Exchange Offer and
Merger; Recommendation of the Board of Directors of the Company" and in
paragraph 8 above, the Board gave considerable weight to tobacco-related
considerations in weighing the risks and benefits of the Merger Agreement
against the risks and benefits of a fifth restructuring of the Company. As
described in paragraph 8 above, members of the Company's senior management and
advisors undertook a due diligence investigation of Holdings, including these
matters, with members of Holdings' senior management. The Board also reviewed
the statements in Holdings' recent public filings with respect to these matters.
The Board was advised that Holdings' disclosures with respect to these matters
in due diligence sessions with the Company's management and advisors were
consistent with the statements made in such public filings. Holdings advised the
Company that its due diligence access and investigation with respect to these
matters was at least equal to the access and investigation of any other third
party that had conducted due diligence of Holdings recently, including lenders
and underwriters of publicly issued securities. The Board determined that,
following its review of due diligence with respect to these matters as discussed
above, which included discussions with the Company's management and advisors,
evaluation of these matters was a matter of judgment and that the impact on
Holdings from litigation (including pending and future matters as well as class
action litigation), legislation (pending and future) and governmental regulation
(present and future) involving tobacco products was unknowable and, therefore,
not capable of being determined by any expert. Although the Board did not seek
additional expert opinions regarding tobacco liability, for this reason, the
Board accepted the opinions of its financial advisors recognizing that such
opinions specifically excluded the effects of future developments in Holdings'
tobacco business in light of such advisors' statements, contained in their
opinions, that they "are not in a position to make an independent evaluation" of
such matters. Given the nature of these matters (see "Significant
Considerations -- Information Concerning Holdings -- Tobacco-Related
Considerations"), the Board considered that the impact of such matters could be
devastating with respect to the value of the Holdings Common Stock. On the other
hand, the Board, as noted in paragraph 9 above, considered the historical market
prices of Holdings Common Stock and noted that Holdings Common Stock is a
liquid, well-followed security. After considering all of the factors described
in this section (including the tobacco-related risks to Holdings Common Stock),
the Board determined to enter into the Merger Agreement.
 
     Prior to the commencement of the Exchange Offer, the Board reviewed
developments since September 22, 1994, including the Company's financial
performance, contacts from third parties and Nabisco's proposed public offering,
and ratified the recommendation set forth above.
 
     The foregoing discussion of the information and factors considered and
given weight by the Board is not intended to be exhaustive. In view of the
variety of factors considered in connection with its evaluation of the Exchange
Offer and the Merger, the Board did not find it practicable to and did not,
quantify or otherwise assign relative weights to the specific factors considered
in reaching its determination. In addition, individual members of the Board may
have given different weights to different factors.
 
OPINIONS OF FINANCIAL ADVISORS
 
     Opinion of Lazard Freres. Lazard Freres delivered its written opinion to
the Board that, as of September 22, 1994, the consideration to be received by
the shareholders of the Company (other than the Partnership, the Purchaser or
any other subsidiary of the Partnership) in the Exchange Offer and the Merger is
fair to such shareholders, from a financial point of view. The opinion of Lazard
Freres has not been, and is not anticipated to be, updated.
 
     The full text of the written opinion of Lazard Freres, dated September 22,
1994, which sets forth the assumptions made, matters considered and the review
undertaken with regard to such opinion, is attached as Annex A to this Schedule
14D-9. Lazard Freres' opinion is directed only to the fairness of the
consideration to
 
                                       36
   37
 
be received by the shareholders of the Company (other than the Partnership, the
Purchaser or any other subsidiary of the Partnership) and does not address any
other terms of any transaction involving the Company, the Partnership and its
affiliates, including Holdings, or the Company's underlying business decision to
effect the transaction with the Partnership. Lazard Freres' opinion was
delivered for the information of the Board and does not constitute a
recommendation to any shareholder of the Company as to whether such shareholder
should tender Shares in the Exchange Offer or as to how such shareholder should
vote at any meeting of the Company's shareholders called to consider the Merger.
The summary of the opinion of Lazard Freres set forth below is qualified in its
entirety by reference to the full text of the opinion. The Company's
shareholders are urged to read this opinion in its entirety.
 
     In rendering its opinion, Lazard Freres, among other things, (i) reviewed
the terms and conditions of a draft of each of the Merger Agreement, the
Conditional Purchase/Option Agreement and the financial terms of the
transactions as set forth therein; (ii) analyzed historical business and
financial information relating to the Company and Holdings, including certain
public filings of each of the Company and Holdings; (iii) reviewed certain
financial forecasts and other data provided by the Company and each of Holdings
and the Partnership relating to the businesses of the Company and Holdings,
respectively, including the most recent business plan for the Company prepared
by the Company's senior management, the Proposed 1994 Restructuring Plan; (iv)
conducted discussions with members of the senior managements of the Company and
each of Holdings and the Partnership with respect to the businesses and
prospects of the Company and Holdings, respectively, and the strategic
objectives of each; (v) reviewed public information with respect to certain
other companies in lines of businesses believed by Lazard Freres to be generally
comparable, in whole or in part, to the businesses of the Company and Holdings,
and reviewed the financial terms of certain other business combinations that
have recently been effected; (vi) reviewed the historical stock prices and
trading volumes of Company Common Stock and Holdings Common Stock; and (vii)
conducted such other financial studies, analyses and investigations as Lazard
Freres deemed appropriate. The foregoing factors represent all of the material
factors considered by Lazard Freres.
 
     In connection with its review, Lazard Freres relied upon the accuracy and
completeness of the financial and other information concerning the Company and
Holdings that had been received by Lazard Freres and did not assume any
responsibility for independent verification of such information or any
independent valuation or appraisal of any of the assets of the Company or
Holdings, nor did Lazard Freres receive any such appraisals. With respect to the
financial forecasts, Lazard Freres assumed that they had been reasonably
prepared on the bases reflecting the best currently available estimates and
judgments of management of the Company and Holdings as to the future financial
performance of the Company and Holdings, respectively. Lazard Freres assumed no
responsibility for and expressed no view as to such forecasts or the assumptions
upon which they were based. Lazard Freres' opinion stated that it was based on
economic, monetary, market and other conditions as in effect on, and information
made available to it as of, the date of the opinion.
 
     In giving the opinion, Lazard Freres noted that it was not in a position to
make an independent evaluation of certain matters described below (which involve
an assessment of legal, legislative and regulatory contingencies that is beyond
the area of Lazard Freres' professional experties) and thus, with the
concurrence of the Board, Lazard Freres assumed, for purposes of the opinion,
that no material adverse effect on Holdings or on the trading value of Holdings'
Common Stock would result from (x) the proposal, enactment or adoption after
September 22, 1994 of any laws or regulations (including the imposition of
additional taxes on the manufacture, sale or distribution of tobacco products)
by any federal, state, local or other jurisdiction or any governmental or
regulatory body or agency thereunder relating to, arising out of, or otherwise
affecting the tobacco industry, including, without limitation, the manufacture,
sale, distribution or use of tobacco products, or (y) any judicial or
administrative proceeding initiated or decided after September 22, 1994,
including any civil or criminal litigation or arbitration, relating to, arising
out of or otherwise involving or affecting Holdings, the tobacco industry, or
any other company engaged in said industry, including, without limitation, the
manufacture, sale, distribution or use of tobacco products. Lazard Freres
advised the Board that Lazard Freres was not assuming any responsibility for or
expressing any view with respect to the matters described in the preceding
sentence.
 
                                       37
   38
 
     Lazard Freres assumed that the transactions described in the draft Merger
Agreement and draft Conditional Purchase/Option Agreement referred to above
would be identical in all material respects to the Merger Agreement and the
Conditional Purchase/Option Agreement, respectively, that the transactions would
be consummated on terms described in the draft Merger Agreement, without any
waiver of any terms or conditions by the Company and that obtaining the
necessary regulatory approvals for such transactions would not have an adverse
affect on Holdings or on the trading of the Holdings Common Stock. Lazard Freres
has since advised the Board that the changes incorporated in the Merger
Agreement, including the Amendment and the Conditional Purchase/Option Agreement
from the drafts made available to Lazard Freres on which the opinion was based,
would not have affected Lazard Freres' ability to deliver its opinion set forth
therein. In its analyses, Lazard Freres did not consider the proposed public
offering of between 17.9% and 19.5% of Nabisco, since the proposed offering was
not publicly filed until October 28, 1994.
 
     The following is a brief summary of the analyses performed by Lazard Freres
in connection with rendering its opinion as to the fairness of the consideration
to be received by the shareholders of the Company (other than the Partnership,
the Purchaser or any other subsidiary of the Partnership) from a financial point
of view and discussed with the Board at its meeting on September 22, 1994.
 
     The financial analyses used by Lazard Freres in arriving at its opinion
included: (i) a "has-gets" comparison, which compared the various
characteristics, including dividend payments and earnings per share data, of a
Company Share with the characteristics of shares of Holdings Common Stock to be
received in the Exchange Offer or the Merger at exchange ratios within the range
provided for in the Merger Agreement; (ii) valuation analyses, which consisted
of (w) discounting to the present value potential future trading values of
Company's Common Stock under the Proposed 1994 Restructuring Plan, (x)
discounting to the present value projected cash flow forecasted by the Company's
management to be derived under the Proposed 1994 Restructuring Plan, (y)
discounting to the present value potential proceeds that might have been
obtained from implementation of the Proposed 1994 Restructuring Plan for a
period of time, followed by the tax-free distribution to the Company's
shareholders of its non-food business segment and the tax-free disposition of
the Company's food business segment and (z) valuing the proceeds on an after-tax
basis that might have been obtained from divestitures of the Company's business
units; (iii) comparable company trading analyses, which consisted of comparing
financial, market and operating performances of selected publicly traded
companies to business segments of the Company; and (iv) comparable transaction
analyses, which consisted of reviewing financial aspects of selected
acquisitions of assets or businesses comparable to those of the Company.
 
     The material portions of the foregoing analyses (which are all of the
material valuation methodologies performed by Lazard Freres) are summarized in
more detail below.
 
  Has-Gets Comparison
 
     Lazard Freres compared the various characteristics, including dividend
payments and earnings per share data, of a share of Company Common Stock with
the characteristics of shares of Holdings Common Stock to be received in the
Exchange Offer or the Merger, assuming a price of Holdings Common Stock in the
range of $6 to $8, which represents the exchange value of Holdings Common Stock
within the collar. Lazard Freres noted that the Company's shareholders would be
receiving a premium of 22.6% over the closing price of a share of Company Common
Stock on September 9, 1994, and a premium of 19.2% over the average price of a
share of Company Common Stock during the period from August 9, 1994 to September
9, 1994.
 
     Lazard Freres also presented the Board with information concerning the
historical trading prices of the Company Common Stock which indicated that for
part of the 12-month period preceding September 9, 1994, the Company Common
Stock traded at market prices higher than $14.25, although in the six-month
period preceding September 9, 1994, the Company Common Stock generally traded at
market prices less than $14.25.
 
  Valuations of Alternative Scenarios
 
     Lazard Freres also analyzed the Company's possible value under four
alternative scenarios. These scenarios included (i) a discounted present value
analysis of the potential future public market trading values
 
                                       38
   39
 
of Company Common Stock based upon management's earnings per share forecast
under the Proposed 1994 Restructuring Plan; (ii) a discounted unleveraged cash
flow analysis based upon unleveraged cash flow projected under the Proposed 1994
Restructuring Plan through 1998 plus terminal values based on projected 1998
earnings before interest, taxes and amortization ("EBITA") under the Plan; (iii)
a valuation analysis assuming that the Proposed 1994 Restructuring Plan is
implemented through December 31, 1995 and, on January 1, 1996, a tax-free
distribution of the non-food business segment to the Company's shareholders, as
well as a tax-free disposition of the food business segment, are consummated;
and (iv) an after-tax breakup analysis. These alternative valuation scenarios
are described below.
 
  Discounted Value -- Proposed 1994 Restructuring Plan
 
     Lazard Freres analyzed the potential future public market trading values of
the Company suggested by management's earnings per share forecasts under the
Proposed 1994 Restructuring Plan, applying at the beginning of each year
multiples of 13 to 16 times the forecasted earnings per share for that year, and
discounting the result at a 13.7% annual discount rate. This analysis, which was
conducted for the 1995 through 1998 earnings per share forecast, generated per
share present values of potential future trading values ranging from $9.60 to
$13.61.
 
  Unleveraged Discounted Cash Flow Analysis
 
     Lazard Freres' unleveraged discounted cash flow analysis was based upon the
financial information for each of the Company's major business units forecast by
management to be derived under the Proposed 1994 Restructuring Plan. Lazard
Freres calculated a range of the net present values of the projected unleveraged
free cash flows in the forecast, using various discount rates reflecting a
weighted average cost of capital in the range of 10% to 12%, of $894 million to
$932 million. Lazard Freres also calculated a range of terminal values for the
Company by multiplying projected EBITA for 1998 by a range of exit multiples
from 9.5 to 10.5 and discounting the result to present value using the same
discount rates. The net present value of projected free cash flow, when combined
with the terminal values, yielded a total enterprise value in the range of
$3.416 billion to $3.929 billion. In order to derive total equity value and the
equity value per share of the Company, Lazard Freres subtracted from the total
enterprise value the estimated net debt and other liabilities forecasted under
the Proposed 1994 Restructuring Plan at December 31, 1994 to yield a total
equity value range of $1.646 billion to $2.158 billion, or a per share equity
value in the range of $11.64 to $15.26.
 
  1996 Tax-free Distribution/Sale
 
     In analyzing the possible value of the Company assuming a tax-free
distribution of the non-food business segment and concurrent tax-free
disposition of the food business segment as of January 1, 1996, Lazard Freres
established a range of potential per share public trading values for the
Company's non-food business segment as of January 1, 1996, as well as a range of
aggregate sales valuations for each of the Company's food business segments.
This analysis yielded a value range per share, discounted to January 1, 1995, at
a 13.7% annual discount rate, of $10.40 to $15.09.
 
  After-tax Breakup Analysis
 
     Lazard Freres also analyzed the Company's possible value under an after-tax
breakup analysis, assuming that its businesses are sold in separate taxable
transactions. In determining such possible values, Lazard Freres deducted
potential tax payments from the reference valuation range for each of the
business units, assuming a tax rate of 38%. For purposes of this analysis,
Lazard Freres relied upon tax data (including as to basis) provided by the
Company. This analysis yielded a valuation range of $7.64 to $12.87 per share.
 
  Comparable Company Trading Analysis
 
     Lazard Freres selected other publicly traded companies whose lines of
business made them, in Lazard Freres' judgment, comparable to the Company (the
"Comparable Group"). Using publicly available financial data for historical
periods, as well as publicly available financial data estimates for 1994 and
1995, Lazard Freres determined the relationship for the companies in the
Comparable Group between their then current
 
                                       39
   40
 
price per share and earnings per share ("P/E Ratio"), as well as between
aggregate valuation ("AV") and earnings before interest, taxes, depreciation and
amortization ("EBITDA") ("AV/EBITDA Ratio"), EBITA ("AV/EBITA Ratio") and
earnings before interest and taxes ("EBIT") ("AV/EBIT Ratio"). Lazard Freres
also performed similar analyses for the Company based upon the multiples implied
by a transaction value estimated at $14.25 per share in relation to the actual
results through June 1994 (the "12 Month Actual Period"), and estimated results
for the years ended 1994 and 1995 (the "1994 and 1995 Periods") forecasted under
the Proposed 1994 Restructuring Plan. These analyses generated an estimated 1994
and 1995 P/E Ratio for the Company of 30.3 and 19.0, respectively, as compared
to the average, median, high and low 1994 P/E Ratios for the Comparable Group of
16.1, 15.9, 17.7 and 14.6, and the average, median, high and low 1995 P/E Ratios
for the Comparable Group of 14.6, 14.3, 15.5 and 13.7. These analyses generated
AV/EBITDA Ratios for the Company for the 12 Month Actual Period and the 1994 and
1995 Periods of 13.2, 10.2 and 8.4, respectively, as compared to the average,
median, high and low AV/EBITDA Ratios for the Comparable Group of 8.3, 8.4, 9.2
and 5.8 for the 12 Month Actual Period of 8.0, 8.0, 9.0 and 7.2 for the 1994
Period and of 7.5, 7.4, 8.4 and 7.0 for the 1995 Period. These analyses also
generated AV/EBITDA Ratios for the Company for the 12 Month Actual Period, and
the 1994 and 1995 Periods, of 30.0, 13.1 and 10.5, respectively, as compared to
the average, median, high and low AV/EBITDA Ratios for the Comparable Group of
10.3, 10.4, 11.3 and 7.6 for the 12 Month Actual Period, of 9.8, 9.7, 10.7 and
8.9 for the 1994 Period, and of 9.2, 9.1, 9.7 and 8.7 for the 1995 Period. These
analyses also generated AV/EBIT Ratios for the Company for the 12 Month Actual
Period, and the 1994 and 1995 Periods, of 41.0, 14.0 and 11.0, respectively, as
compared to the average, median, high and low AV/EBIT Ratios for the Comparable
Group of 10.7, 10.9, 11.7 and 8.0 for the 12 Month Actual Period, of 10.1, 10.1,
10.9 and 9.3 for the 1994 Period and of 9.5, 9.6, 10.1 and 9.0 for the 1995
Period. The Comparable Companies examined in Lazard Freres analysis included
Campbell Soup Company; Conagra, Inc.; CPC International Inc.; General Mills,
Inc.; H.J. Heinz Company; Hershey Foods Corporation; Kellogg Company; Pet
Incorporated; The Quaker Oats Company; and Ralston Purina Company.
 
  Comparable Acquisition Analysis
 
     Lazard Freres reviewed acquisitions of companies and businesses similar to
those of the Company over the past several years, and selected a number of those
acquisitions which it believed were most comparable to a transaction involving
the sale of the Company (the "Comparable Transactions"). Using publicly
available information, Lazard Freres determined for the Comparable Transactions
the relationship between the transaction price per target company share and the
last 12 months earnings per target company share ("P/E Ratio") and book value
per target company share ("P/BV Ratio"), as well as between the aggregate target
company valuation and the last 12 months target company sales ("AV/Sales
Ratio"), EBITDA ("AV/EBITDA Ratio") and EBIT ("AV/EBIT Ratio"). Lazard Freres
also noted the premium of the transaction price over the target company price
one month prior to the announcement of the transaction. Lazard Freres also
performed similar analyses for the Company based upon an acquisition at $14.25
in relation to its actual results for the 12 months ended June 1994 and its
forecasted results for fiscal 1994 on a pro forma basis as forecasted by the
Proposed 1994 Restructuring Plan. These analyses generated an estimated P/E
Ratio for the Company of 30.3 for the 12 months ended June 1994 as compared to
the average, median, high and low P/E Ratios for the Comparable Transactions of
26.5, 25.9, 60.1 and 13.1, respectively. These analyses also generated a P/BV
Ratio for the Company of 7.8 for the 1994 fiscal year, on a pro forma basis, as
compared to the average, median, high and low P/BV Ratios for the Comparable
Transactions of 8.1, 5.2, 37.6 and 1.4, respectively. These analyses also
generated AV/Sales Ratios for the Company of 0.8 (actual to June 1994) and 1.1
(pro forma 1994), as compared to the average, median, high and low AV/Sales
Ratios for the Comparable Transactions of 1.3, 1.1, 3.3 and 0.5, respectively.
These analyses also generated AV/EBITDA Ratios for the Company of 13.2 (actual
to June 1994) and 10.2 (pro forma 1994), as compared to the average, median,
high and low AV/EBITDA Ratios for the Comparable Transactions of 9.8, 9.0, 17.5
and 6.1, respectively. These analyses also generated AV/EBIT Ratios for the
Company of approximately 41.0 (actual to June 1994) and 14.0 (pro forma 1994),
as compared to the average, median, high and low AV/EBIT Ratios for the
Comparable Transactions of 13.8, 13.9, 20.9 and 7.9, respectively. Finally, this
analysis reflected a premium over trading price one month prior to announcement
for the Company of 17.5%, as compared to
 
                                       40
   41
 
the average, median, high and low premium for the Comparable Transactions of
63.4%, 57.9%, 131.9% and 18.5%, respectively. The Comparable Transactions
examined in Lazard Freres' analyses included: Sandoz Ltd./Gerber Products
Company; Specialty Foods Acquisition Corporation/North American food business of
Beledia N.V.; Tomkins plc/Ranks, Hovis, McDougall plc; Campbell Soup
Company/Arnotts Ltd.; The Philip Morris Companies Inc./Freia Marabou A/S; Nestle
S.A./Source Perrier Company; The Philip Morris Companies Inc./Suchard; Conagra,
Inc./Beatrice Companies, Inc.; KKR/RJR Nabisco, Inc.; The Philip Morris
Companies Inc./Kraft Inc.; Grand Metropolitan plc/The Pillsbury Companies Inc.;
Nestle S.A./ Rowntree Company; KKR/Beatrice Companies, Inc.; The Philip Morris
Companies Inc./General Foods Corporation; R.J. Reynolds Company/Nabisco, Inc.;
and Nestle S.A./Carnation Company.
 
     In arriving at its written opinion and in discussing its opinion with the
Board, Lazard Freres performed various financial analyses, portions of which are
summarized above. The summary set forth above does not purport to be a complete
description of Lazard Freres' analyses. Lazard Freres believes that its analyses
and the summaries set forth above must be considered as a whole and that
selecting portions of its analyses, without considering all analyses, could
create an incomplete view of the process underlying the opinion. In performing
its analyses, Lazard Freres made numerous assumptions with respect to industry
performance, general business and economic conditions and other matters, many of
which are beyond the control of the Company or Holdings. Although, in connection
with the delivery of its opinion, Lazard Freres also analyzed Holdings, Lazard
Freres' opinion is not a valuation of Holdings and does not represent Lazard
Freres' view as to what the value of the shares of Holdings Common Stock will be
upon consummation of the Exchange Offer or the Merger. In giving its opinion as
to the fairness of the consideration to be received by the shareholders of the
Company, Lazard Freres derived a range of values for the Company Common Stock
using the valuation analyses described above and compared them with $14.25, the
trading value (determined pursuant to the Exchange Ratio at the time of the
delivery of Lazard Freres' opinion) of the shares of Holdings Common Stock to be
received as consideration in the Exchange Offer and the Merger. Lazard Freres
reviewed Holdings' public filings with the Commission, reviewed publicly
available analyst and other third party reports addressing Holdings and the
Holdings Common Stock and held discussions with senior management of Holdings.
Based solely on the foregoing, Lazard Freres determined that it was not aware of
any material information relating to Holdings that was not publicly disclosed
and thus concluded that the trading value (at the time of the delivery of Lazard
Freres' opinion) of Holdings Common Stock, a liquid, well-followed security,
reflected the market's reasonable assessment of its value. Because of the large
aggregate amount of shares of Holdings Common Stock being issued to shareholders
of the Company and other factors, such shares may trade at prices below those at
which they would trade initially on a fully distributed basis. In addition, as
described above, in its analyses, Lazard Freres assumed, with the Company's
concurrence, the absence of certain future adverse developments affecting
Holdings or the tobacco industry in general. The analyses performed by Lazard
Freres are not necessarily indicative of actual values or actual future results,
which may be significantly more or less favorable than suggested by such
analyses. Additionally, analyses relating to the values of businesses do not
purport to be appraisals or to reflect actual market valuations or trading
ranges, which may vary significantly from amounts set forth above.
 
     Opinion of First Boston.  On September 22, 1994, First Boston delivered its
written opinion to the Board that, as of such date, the consideration to be
received by the shareholders of the Company, other than KKR and its affiliates,
in each of the Exchange Offer and the Merger was fair to such shareholders from
a financial point of view. The opinion of First Boston has not been, and is not
anticipated to be, updated. No limitations were imposed by the Board upon First
Boston with respect to the investigations made or the procedures followed by it
in rendering its opinion, except that First Boston was not requested to, and did
not, solicit third party offers to acquire all or any part of the Company or
participate in efforts other advisors may have made to solicit alternative
offers.
 
     First Boston's opinion was directed only to the fairness of the
consideration to be received by the shareholders of the Company, other than KKR
and its affiliates, and did not address any other terms of any transaction
involving the Company and KKR and its affiliates or the Company's underlying
business decision to effect the transaction with the Partnership. First Boston's
opinion was delivered for the information of the Board and does not constitute a
recommendation to any Company shareholder as to whether such shareholder
 
                                       41
   42
 
should tender Shares into the Exchange Offer or how such shareholder should vote
at any meeting of Company shareholders called to consider the Merger.
 
     In arriving at its opinion, First Boston reviewed, among other things, the
Letter of Intent, the Merger Agreement and the Conditional Purchase/Option
Agreement, as well as certain publicly available business and financial
information relating to each of the Company and Holdings. First Boston also
considered certain financial and stock market data for each of the Company and
Holdings and compared that data with similar data for other publicly held
companies in businesses similar to those of the Company and Holdings,
respectively, and considered the financial terms of certain other business
combinations that have recently been effected. In addition, First Boston
participated in discussions with the Company's management and with management of
Holdings and representatives of KKR concerning the past and current operations,
financial condition and prospects of each of the Company and Holdings,
respectively, and considered such other information, financial studies, analyses
and investigations and financial, economic and market criteria which it deemed
relevant. The foregoing factors represent all of the material factors considered
by First Boston.
 
     In connection with its review, First Boston did not assume any
responsibility for independent verification of any of the foregoing information
and relied on its being complete and accurate in all material respects. With
respect to the financial forecasts, First Boston assumed that they had been
reasonably prepared on bases reflecting the best currently available estimates
and judgments of each of the Company's and Holdings' managements as to the
future financial performance of the Company and Holdings, respectively, and
First Boston's opinion did not express any views as to such forecasts or the
assumptions underlying such forecasts. First Boston also did not assume any
responsibility for an independent evaluation or appraisal of the assets or
liabilities of the Company or Holdings, nor was First Boston furnished with any
such appraisals.
 
     In giving its opinion First Boston also assumed, with the Company's
consent, that there will not be any material adverse effect on Holdings or on
the trading value of the Holdings Common Stock as a result of or relating to (x)
the proposal, enactment or adoption after September 22, 1994, of any laws or
regulations (including the imposition of additional taxes on the manufacture,
sale or distribution of tobacco products) by any federal, state, local or other
jurisdiction or any governmental or regulatory body or agency thereunder
relating to, arising out of, or otherwise affecting the tobacco industry,
including without limitation the manufacture, sale, distribution or use of
tobacco products, or (y) any judicial or administrative proceeding initiated or
decided after September 22, 1994, including any civil or criminal litigation or
arbitration relating to or arising out of or otherwise involving or affecting
Holdings, the tobacco industry, or any other company engaged in said industry,
including without limitation the manufacture, sale, distribution or use of
tobacco products. First Boston advised the Board that First Boston was not in a
position to make an independent evaluation of these matters (which involve an
assessment of legal, legislative and regulatory contingencies that is beyond the
area of First Boston's professional expertise) and assumed no responsibility for
and expressed no view with respect to these matters.
 
     First Boston assumed that the transactions described in the draft Merger
Agreement and draft Conditional Purchase/Option Agreement referred to above
would be identical in all material respects to the Merger Agreement and the
Conditional Purchase/Option Agreement, respectively. First Boston also assumed
that the transactions contemplated by the Merger Agreement and the Conditional
Purchase/Option Agreement would be consummated on the anticipated terms, without
any waiver of terms or conditions by the Company and that obtaining necessary
regulatory consents will not have an adverse effect on Holdings or the trading
value of Holdings Common Stock. First Boston has since advised the Board that
the changes incorporated in the Merger Agreement, including the Amendment, and
the Conditional Purchase/Option Agreement from the drafts made available to
First Boston on which the opinion was based, would not have affected First
Boston's ability to deliver its opinion set forth herein.
 
     The full text of the opinion of First Boston dated September 22, 1994,
which sets forth assumptions made, matters considered and limits on the review
undertaken, is attached as Annex B to this Schedule 14D-9. Company shareholders
are urged to read this opinion in its entirety. The summary of the opinion of
First Boston set forth in this Schedule 14D-9 is qualified in its entirety by
reference to the full text of such opinion.
 
                                       42
   43
 
     The generally accepted financial analyses First Boston used in reaching its
opinion included (i) discounted cash flow ("DCF") analyses, which consisted of
discounting to present value the projected future free cash flows and terminal
values of each of the Company's major business units on a business unit by
business unit basis, (ii) comparable company trading analyses, which consisted
of reviewing market statistics and financial and operating information in
respect of selected publicly traded companies considered for comparability to
the Company's major business units, (iii) comparable acquisition analyses, which
consisted of reviewing operating statistics and purchase price information with
respect to selected acquisitions of assets or businesses similar to those of the
Company's major business units and (iv) a disaggregation analysis in which First
Boston supplemented the other three analyses by taking into account tax costs
related to the disposition in the short term of the Company's major business
units. The material portions of these analyses (which are all of the material
valuation methodologies performed by First Boston) are summarized below. In its
analyses, First Boston did not consider the proposed public offering of between
17.9% and 19.5% of Nabisco, since the proposed offering was not publicly filed
until October 28, 1994. To derive an implied equity reference range for the
Company as a whole, First Boston used the analyses described in (i) through
(iii) above for each major business unit to obtain a reference range for each
unit, totalled these reference ranges, and then subtracted debt and minority
interests, pension underfunding and capitalized non-allocated administrative
costs and added the present value of the benefit of net operating losses and
excess cash.
 
  Discounted Cash Flow Analysis
 
     First Boston's DCF analysis was based upon the four-year financial forecast
for each of the Company's major business units contained in management's
financial forecast, as well as a forecast for years five through nine prepared
by First Boston with underlying assumptions similar to management's projections
for years one through four. First Boston also calculated a range of terminal
values for each business unit by multiplying projected earnings for each
business unit for 2004 by a range of exit multiples (8.5x to 9.0x for Niche
Grocery; 8.0x to 8.5x for Pasta and Packaging; 7.5x to 8.0x for the
International Foods Unit; 8.0x to 9.0x for Resin and Consumer Adhesives; and
6.5x to 7.0x for Decorative Products) derived from comparable companies and
transactions. First Boston discounted the projected unleveraged free cash flows
in the forecast and the projected terminal values at a range of discount rates
for each business unit (12% to 13% for Niche Grocery, Pasta and International
Foods Unit; and 12% to 14% for Packaging, Resin, Decorative Products and
Consumer Adhesives) to arrive at an estimated present value range for each of
the Company's major business units. The hypothetical range of values for each of
the Company's major business units derived from the DCF analysis ranged from
approximately $675 to $800 million for Niche Grocery; $800 to $1,050 million for
Pasta; $750 to $900 million for the International Foods Unit; $300 to $375
million for Packaging; $800 to $1,000 million for Resin; $275 to $325 million
for Decorative Products; and $140 to $180 million for Consumer Adhesives.
 
  Comparable Company Trading Analysis
 
     For each of the Company's major business units, First Boston selected other
publicly traded companies whose market positions and capital structures made
them, in its judgment, most closely comparable to the relevant Company unit.
Using publicly available financial and stock price data, First Boston determined
the relationship for these comparable companies between equity value (total
market value of outstanding equity securities) and net income and book value and
between capitalized value (equity value plus debt, preferred stock and minority
interest less cash and marketable securities) and sales, EBITDA and EBIT. First
Boston then derived a range of multiples of capitalized value as a multiple of
1994 and 1995 sales, EBITDA and EBIT (1.8x to 2.1x, 8.5x to 10.0x and 9.2x to
10.8x, respectively, for 1994, and 1.8x to 2.1x, 8.6x to 10.1x and 9.3x to
11.0x, respectively, for 1995, for Niche Grocery; 1.0x to 1.0x, 11.5x to 12.4x
and 19.1x to 20.5x, respectively, for 1994, and 0.9x to 1.0x, 7.0x to 7.5x and
9.8x to 10.5x, respectively, for 1995, for Pasta; 0.9x to 1.0x, 7.0x to 7.9x and
9.7x to 10.9x, respectively, for 1994, and 0.9x to 1.0x, 6.9x to 7.8x and 9.6x
to 10.8x, respectively, for 1995, for the International Foods Unit; 0.6x to
0.7x, 6.7x to 8.1x and 10.0x to 12.0x, respectively, for 1994, and 0.6x to 0.7x,
5.3x to 6.3x and 7.2x to 8.6x, respectively, for 1995, for Packaging; 1.1x to
1.2x, 7.1x to 8.0x and 8.3x to 9.3x, respectively, for 1994, and 1.1x to 1.2x,
7.0x to 7.9x and 8.3x to 9.3x, respectively, for 1995, for Resins; 0.6x to 0.7x,
6.0x to 7.2x and 8.3x to 9.9x, respectively, for 1994, and 0.5x to 0.6x, 5.0x to
6.0x and 6.4x to 7.7x, respectively, for 1995, for Decorative Products; and 1.3x
to 2.0x, 5.7x to
 
                                       43
   44
 
9.2x and 6.1x to 9.8x, respectively, for 1994, and 1.2x to 1.9x, 5.3x to 8.5x
and 5.7x to 9.1x, respectively, for 1995, for Consumer Adhesives) based on the
high, average, median and low multiples among comparable companies and applied
these ranges to financial data for each of the Company's major business units.
The hypothetical range of values for each of the Company's major business units
derived from such analysis ranged from approximately $725 to $850 million for
Niche Grocery; $755 to $810 million for Pasta; $800 to $900 million for the
International Foods Unit; $275 to $330 million for Packaging; $900 to $1,010
million for Resins; $250 to $300 million for Decorative Products; and $100 to
$160 million for Consumer Adhesives. The comparable companies examined in First
Boston's analysis for each Company unit included, among others: Niche Grocery,
Pasta and the International Foods Unit: Campbell Soup Company; CPC
International, Inc.; Flowers Industries; General Mills, Inc.; Hershey Foods
Corporation; H.J. Heinz Company; Interstate Bakeries Corporation; Kellogg
Company; Pet Incorporated; Ralston Continental Baking Group. Packaging Unit:
Bemis Company, Inc.; Sealed Air Corporation; Sonoco Products Company; Union Camp
Corporation; The Valspar Corporation. Decorative Products Unit: Armstrong World
Industries, Inc.; Collins & Aikman Group, Inc.; Premark International, Inc.;
Sherwin-Williams Company. Worldwide Resins Unit: Grow Group, Inc.; H.B. Fuller
Company; Lilly Industries, Inc.; Loctite Corporation. Consumer Adhesives Unit:
BIC Corporation; Duracell International, Inc.; First Brands Corporation;
Rubbermaid Incorporated.
 
  Comparable Acquisition Analysis
 
     For each of the Company's major business units, First Boston reviewed
acquisitions of companies in similar industries over the past several years.
First Boston then selected a number of those acquisitions which it believed were
most comparable to a hypothetical transaction involving the particular Company
business unit. Using publicly available information, First Boston determined for
the comparable transactions the relationship between capitalized value (equity
value plus debt, preferred stock and minority interest less cash and marketable
securities) and sales, EBITDA and EBIT. First Boston then derived a range of
these multiples of estimated sale value as a multiple of 1994 sales, EBITDA and
EBIT (1.8x to 2.3x, 8.8x to 11.2x and 9.5x to 12.0x, respectively, for Niche
Grocery; 1.0x to 1.2x, 11.5x to 14.5x and 19.0x to 24.1x, respectively, for
Pasta; 0.9x to 1.1x, 7.5x to 9.2x and 10.3x to 12.7x, respectively, for the
International Foods Unit; 0.7x to 0.9x, 7.3x to 9.2x and 10.9x to 13.7x,
respectively, for Packaging; 1.1x to 1.3x, 7.5x to 8.6x and 8.8x to 10.0x,
respectively, for Resins; 0.6x to 0.9x, 6.6x to 9.7x and 9.1x to 13.2x,
respectively, for Decorative Products; and 1.3x to 2.3x, 6.0x to 10.3x and 6.4x
to 11.0x, respectively, for Consumer Adhesives) and applied these ranges to
financial data for each Company unit. The hypothetical range of values for each
of the Company's major business units derived from this analysis ranged from
approximately $750 to $950 million for Niche Grocery; $750 to $950 million for
Pasta; $850 to $1,050 million for the International Foods Unit; $300 to $375
million for Packaging; $950 to $1,080 million for Resins; $275 to $400 million
for Decorative Products; and $105 to $180 million for Consumer Adhesives. The
comparable acquiror/target transactions examined in First Boston's analysis for
each Company unit included, among others: Niche Grocery, Pasta and the
International Foods Unit: Investor Group/Del Monte Foods; Sandoz AG/Gerber
Products; Doskocil Cos./Frozen Specialty Foods Unit (Int'l Multifood); Tomkins
PLC/Ranks Hovis McDougall; Campbell Soup Company/Arnotts Ltd. Packaging Unit:
Applied Extrusion/Technologies, Inc./Packaging Film Group (Hercules, Inc.);
Sonoco Products Company/Engraph, Inc. Decorative Products Unit: Arjo Wiggins
Appleton PLC/Gebrueder Buhl Papierfabrite; Coloroll Group PLC/Burlington; Wickes
Companies/Collins & Aikman Group, Inc. Worldwide Resins Unit: Scapa Group
PLC/Society des Adhesifs de Bellgrade; Laporte/Evode Group PLC. Consumer
Adhesives Unit: Orkem SA/Bostic Division (Black & Decker Corp.); Borden,
Inc./Jadow & Sons, Inc. (Krazy Glue).
 
  Disaggregation Analysis
 
     First Boston analyzed the Company's possible value assuming the Company was
sold in pieces in a tax efficient manner. In this analysis, First Boston added
the reference range for each business unit derived from the analyses described
above to arrive at an enterprise value for the Company. The hypothetical range
of values for each of the Company's major business units derived from such
analysis ranged from approximately $800 million to $900 million for Niche
Grocery; $750 million to $950 million for Pasta; $800 million to $900 million
for the International Foods Unit; $290 million to $350 million for Packaging;
$900 million to $1,050 million for Resins; $250 million to $325 million for
Decorative Products; $130 million to $170 million for
 
                                       44
   45
 
Consumer Adhesives; and $140 million to $295 million for miscellaneous
businesses. Using these ranges gives a range of enterprise values of $4,060
million to $4,940 million for the Company. After subtracting debt ($2,287
million), pension underfunding ($97 million) and capitalized administrative
overhead costs ($257 million), and adding in the present value of the net
operating loss carryforwards (reduced by the amount used to offset the tax
liability incurred in the hypothetical disaggregation of the business units)
(from $34 million (corresponding to the upper end of the divested businesses'
value range) to $125 million (corresponding to the lower end of the divested
businesses' value range) depending on the proceeds of the hypothetical
divestitures) the range of equity values for the Company is $1,544 million to
$2,333 million, or $10.92 to $16.50 per share of Company Common Stock. This
compares to the approximately $14.25 (based upon the Exchange Ratio and the
Valuation Period) to be received for each Share in the Exchange Offer. As noted
above, these per share calculations are derived from the ranges obtained in the
Discounted Cash Flow, Comparable Trading and Comparable Acquisition analyses
described above, but no per share calculations were presented to the Board from
the individual analyses. For purposes of this Disaggregation analysis, First
Boston relied upon tax data and calculations provided by the Company and assumed
the Packaging and Industrial Products Unit and the Dairy Unit were sold
separately in taxable transactions and the balance of the food segment was sold
tax free or retained by the Company.
 
     Although in connection with the delivery of its opinion First Boston also
analyzed Holdings, First Boston's opinion is not a valuation of Holdings and
does not represent First Boston's view as to what the value of the Holdings
Common Stock to be exchanged for Company Shares actually will be when the
Exchange Offer or the Merger is consummated. In giving its opinion as to the
fairness of the consideration to be received by the shareholders of the Company,
First Boston derived a range of values for the Company Common Stock using the
valuation analyses described above and compared them with $14.25, the trading
value (determined pursuant to the Exchange Ratio at the time of the delivery of
First Boston's opinion) of the shares of Holdings Common Stock to be received as
consideration in the Exchange Offer and the Merger. First Boston reviewed
Holdings' public filings with the Commission, reviewed publicly available
analyst and other third party reports addressing Holdings and Holdings Common
Stock and held discussions with senior management of Holdings. Based solely on
the foregoing, First Boston determined that it was not aware of any material
information relating to Holdings that was not publicly disclosed and thus
concluded that the trading value (at the time of the delivery of First Boston's
opinion) of Holdings Common Stock, a liquid, well-followed security, reflected
the market's reasonable assessment of its value. As a result of the limitation
on the Exchange Ratio, such actual value could be higher or lower than $14.25
per share at such times depending on the value of Holdings Common Stock. Because
of the large aggregate amount of Holdings Common Stock being distributed to
shareholders of the Company in exchange for their Company Shares and other
factors, such securities may trade initially at prices below those at which they
would trade on a fully distributed basis.
 
     In arriving at its opinion dated September 22, 1994, First Boston performed
a variety of financial analyses, including those summarized above. The summary
set forth in this section does not purport to be a complete description of First
Boston's analyses. First Boston believes that its analyses and the summary set
forth above must be considered as a whole and that selecting portions of its
analyses, without considering all analyses, or of the summary above, without
considering all factors and analyses, could create an incomplete view of the
processes underlying First Boston's opinion. In addition, First Boston may have
given various analyses more or less weight than other analyses, and may have
deemed various assumptions more or less probable than other assumptions, so that
the ranges of valuation resulting from any particular analysis described above
should not be taken to be First Boston's view of the actual value of the Company
or Holdings. First Boston's analyses depend upon numerous assumptions with
respect to industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control of
the Company and Holdings. As described above, in its analyses First Boston
assumed, with the Company's consent, the absence of future adverse developments
affecting Holdings's tobacco business. First Boston's analyses are not
necessarily indicative of actual values or actual future results that might be
achieved and are not and do not purport to be appraisals or otherwise reflective
of prices at which the business units actually could be sold or prices at which
securities actually would trade
 
                                       45
   46
 
ITEM 5.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
     The Company has retained Lazard Freres and First Boston as financial
advisors in connection with the Merger, the Exchange Offer and other matters
arising in connection therewith. Pursuant to an engagement letter agreement
dated September 13, 1994, between the Company and Lazard Freres, the Company
paid Lazard Freres (i) a fee of $3 million on execution of the Merger Agreement
and has agreed to pay (ii) an additional fee of $7 million, in the event KKR and
its affiliates acquire at least 50.1% of the outstanding Shares. Lazard Freres
was originally retained by the Company on October 11, 1993 to provide certain
financial advisory services to the Company and has earned fees aggregating $2.2
million for such services. The Company has also agreed to reimburse Lazard
Freres for its out-of-pocket expenses, including reasonable fees and
disbursements of counsel, and to indemnify Lazard Freres and its partners,
employees, agents, affiliates or controlling persons against certain
liabilities, including certain liabilities under the federal securities laws,
relating to or arising out of its engagement.
 
     Lazard Freres is an internationally recognized investment banking firm and
regularly engages in the valuation of businesses and their securities in
connection with mergers and acquisitions and for other purposes. The Board
selected Lazard Freres to act as its financial advisor with respect to certain
matters, including the transactions with the Partnership, on the basis of Lazard
Freres' qualifications, expertise and reputation in investment banking, in
general, and mergers and acquisitions specifically. From time to time, in the
past, Lazard Freres has represented KKR and received customary fees therefore.
 
     Pursuant to an engagement letter dated as of October 26, 1993, as amended
on September 22, 1994, between the Company and First Boston, the Company has
agreed to pay First Boston (i) a fee of $3 million upon commencement of the
Exchange Offer and (ii) an additional fee of $7 million in the event KKR and its
affiliates acquire at least 51% of the outstanding Shares. First Boston has
earned fees aggregating $2.3 million for other services rendered pursuant to
this engagement letter. The Company has also agreed to reimburse First Boston
for its out-of-pocket expenses, including reasonable fees and disbursements of
counsel. The Company has also agreed to indemnify First Boston and its
affiliates, their respective directors, officers, partners, agents and employees
and each person, if any, controlling First Boston or any of its affiliates
against certain liabilities, including certain liabilities under the federal
securities laws, relating to or arising out of its engagement.
 
     First Boston is an internationally recognized investment banking firm and
regularly engages in the valuation of businesses and their securities in
connection with mergers and acquisitions and for other purposes. The Board
selected First Boston to act as its financial advisor on the basis of First
Boston's international reputation, the Company's prior relationship with First
Boston and First Boston's familiarity with the Company. In the past, First
Boston has provided investment banking services for the Company, Holdings and
KKR for which First Boston has received customary compensation. In the ordinary
course of First Boston's business, First Boston actively trades the debt and
equity securities of both the Company and Holdings for its own account and for
the accounts of customers and, accordingly, may at any time hold a long or short
position in such securities.
 
     The Company has also engaged Mackenzie Partners, Inc. to communicate with
shareholders on behalf of the Company, for which it will receive reasonable and
customary compensation. Except as otherwise disclosed herein, neither the
Company nor any person acting on its behalf has retained any other persons to
make solicitations or recommendations to shareholders on its behalf concerning
the Exchange Offer.
 
ITEM 6.  RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
 
     (a) To the best of the Company's knowledge, except as herein noted, no
transactions in the Shares have been effected during the past 60 days by the
Company or, to the Company's knowledge, by any executive officer, director,
affiliate or subsidiary of the Company. On November 2, 1994, the Company issued
267,529 Shares to the Company's Employees Stock Ownership Plan (the "ESOP") to
fund the Company's obligation to make matching employer contributions thereunder
for the period from January through October 1994.
 
     (b) To the best of the Company's knowledge, all of its executive officers,
directors, affiliates or subsidiaries currently intend to tender all Shares
which are held of record or beneficially owned by such persons pursuant to the
Exchange Offer, other than Shares, if any, held by such persons which, if
tendered,
 
                                       46
   47
 
could cause such person to incur liability under the provisions of Section 16(b)
of the Exchange Act, and the trustee of the ESOP has taken no position with
respect to the Exchange Offer.
 
ITEM 7.  CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
 
     (a) Except as described in Item 3(b), no negotiation is being undertaken or
is under way by the Company in response to the Exchange Offer which relates to
or would result in (i) an extraordinary transaction, such as a merger or
reorganization, involving the Company or any subsidiary of the Company, (ii) a
purchase, sale or transfer of a material amount of assets by the Company or any
subsidiary of the Company, (iii) a tender offer for or other acquisition of
securities by or of the Company or (iv) any material change in the present
capitalization or dividend policy of the Company.
 
     (b) Except as described under Item 3 and Item 4, there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
the Exchange Offer which relate to or would result in one or more of the matters
referred to in paragraph (a) of this Item 7. Subject to the terms of the Merger
Agreement described in Item 3 under "The Merger Agreement -- No Solicitation,"
the Company may engage in discussions or negotiations with respect to
transactions or proposals of the type referred to above in this Item 7. At its
meeting held on November 14, 1994, the Board determined that public disclosure
with respect to the parties to, or the possible terms of any proposals made in
connection with, or agreement that may result from, such discussions or
negotiations might jeopardize their continuation, and adopted a resolution
authorizing and directing management not to make any such public disclosure
unless and until an agreement in principle is reached relating thereto.
 
ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.
 
     (A) NEW JERSEY SHAREHOLDERS PROTECTION ACT.
 
     Under Sections 14A:10A-1 through 14A:10A-61 of the NJBCA, a publicly traded
New Jersey corporation with its principal executive offices or significant
business operations located in New Jersey is prohibited from consummating a
business combination with an interested shareholder for a period of five years
unless the business combination is approved by the board of directors prior to
the date the shareholder became interested. In addition, after the five-year
period, a New Jersey corporation may not engage in a business combination with
an interested shareholder unless either (i) the business combination is approved
by the board of directors prior to the date the shareholder became an interested
shareholder or (ii) the business combination is approved by the holders of
two-thirds of the voting stock not held by the interested shareholder or (iii)
subject to certain other requirements, the consideration per share received in
the business combination is at least equal to the greater of (x) the highest
price per share paid by the interested shareholder in the five years prior to
either the announcement of the business combination or the date at which the
interested shareholder became such, whichever results in a higher price, and (y)
the market price on either the date the business combination is announced or on
the date the interested shareholder first became such, whichever is higher. New
Jersey law defines "interested shareholder" as a person beneficially owning 10%
or more of the outstanding voting stock of the corporation.
 
     The Charter adds to the requirements of the NJBCA and provides that no
business combination with a "related person" (defined as a shareholder who
beneficially owns 20% or more of any class of capital stock of the corporation)
may occur unless (i) the business combination is approved by the affirmative
vote of at least 80% of the outstanding shares of capital stock entitled to vote
for directors, (ii) the business combination is approved by a majority of the
"continuing directors" (defined as a director who is not affiliated with any
related person and was a director prior to the time that the related person
crossed the threshold of 5% voting power of any class of capital stock) or (iii)
the consideration to be received per share in the business combination is at
least as high as the greater of the highest price per share of prior purchases
of Company's capital stock by the related person and the average closing price
per share on the NYSE for the prior 200 trading days.
 
     In accordance with the provisions of the Charter and the NJBCA, the Board
has approved the Merger Agreement and the Conditional Purchase/Option Agreement
and the Purchaser's acquisition of Shares pursuant to the Exchange Offer, the
Merger and the Option and, therefore, the restrictions of the Charter and
 
                                       47
   48
 
the NJBCA are inapplicable to the Merger and the related transactions. Pursuant
to the Merger Agreement, the Company has also approved, solely for purposes of
the NJBCA and the Charter, future business combinations with the Partnership or
its affiliates, subject to certain conditions including, but not limited to, the
following: (1) that the Merger is not approved by the shareholders of the
Company following the acceptance for exchange of Shares pursuant to the Exchange
Offer or the purchase of Shares pursuant to the Conditional Purchase/Option
Agreement, or that the Merger is not submitted to the shareholders of the
Company but the Purchaser has acquired at least 28,138,000 Shares and (2) that
such business combination is approved by a majority of the Independent Directors
(as such term is defined in the Merger Agreement) and (3) if appropriate, that
the Company shall have received the opinion of an investment banking firm
selected by the Independent Directors that such business combination is fair to
the shareholders of the Company from a financial point of view.
 
     (B) CERTAIN LEGAL PROCEEDINGS.
 
     Twelve putative class actions have been filed by purported Company
shareholders in the New Jersey and Ohio state courts against the Company,
members of the Board and, in five of the New Jersey cases, KKR. These actions,
encaptioned Kohnstamm v. Borden, Inc., et al., C-257-94; Hartman v. Borden,
Inc., et al., 94-CV-H09-6306; Jaroslawicz v. Borden, Inc., et al.,
94-CV-H09-6654; Lubin et al. v. Borden, Inc., et al., C-139-94; Weiss et al. v.
Borden, Inc., et al., C-138-94; Stepak v. Borden, Inc., et al., C-142-94;
Strougo et al. v. Borden, Inc., et al.; Krim v. Borden, Inc., et al., C-141-94;
Peterson et al. v. Borden, Inc., et al., C-143-94; Marcus v. Borden, Inc., et
al., C-149-94; Dwyer v. Borden, Inc., et al. , C-152-94 and Pittman
Neurosurgical P.A., et al. v. Borden, Inc., et al. , C-158-94(collectively, the
"Class Complaints"), allege, among other things, that the Company is being sold
at too low a price, and that the Company's directors have breached their
fiduciary duties by failing to "auction" the company and by "locking-up" a
transaction that is not in the best interests of shareholders. KKR is alleged to
have aided and abetted these breaches of fiduciary duty. The Class Complaints
seek preliminary and permanent relief, including a preliminary injunction,
damages in an unspecified amount and attorneys' fees.
 
     On November 4, 1994, the Superior Court of the State of New Jersey in
Mercer County consolidated all pending New Jersey actions into one action in
Mercer County under Docket No. C-139-94. The Ohio cases, Hartman v. Borden,
Inc., et al., 94-CV-HO9-6306 and Jaroslawicz v. Borden, Inc., et al., 94
CV-HO9-6654, have been stayed pursuant to a court order pending resolution of
the New Jersey consolidated action.
 
     The Company has also been named as a defendant in a putative shareholder
derivative action, encaptioned Shingala v. Harper, et al., C.A. No. 13739, filed
against Holdings in the Court of Chancery of the State of Delaware.
 
     The Company believes that the ultimate outcome of the litigation described
above should not have a material adverse effect on the Company's financial
condition or results of operations.
 
     (C) ANTITRUST.
 
     Under the HSR Act and the rules that have been promulgated thereunder by
the FTC, certain acquisition transactions may not be consummated unless certain
information has been furnished to the Antitrust Division and the FTC and certain
waiting period requirements have been satisfied. The acquisition of Shares by
the Purchaser pursuant to the Exchange Offer is subject to such requirements.
 
     On September 19, 1994, the Partnership filed a Premerger Notification and
Report Form in connection with the exchange of Shares with the FTC and the
Antitrust Division pursuant to the Exchange Offer. On September 29, 1994, the
Company filed a Premerger Notification and Report Form in connection with the
Exchange Offer and the other transactions contemplated by the Merger Agreement
and the Conditional Purchase/Option Agreement. On October 19, 1994, the
Partnership and the Company each received a request from the FTC for additional
information and documentary material, this matter having been cleared to the FTC
by the Antitrust Division, and on November 4, 1994, the Partnership responded to
such request. The FTC granted early termination of the waiting period with
respect to the transactions on November 17, 1994.
 
     The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions. At any time before or after the consummation
of any such transactions, the Antitrust Division or
 
                                       48
   49
 
the FTC could, notwithstanding termination of the waiting period, take such
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the purchase of Shares pursuant to the
Exchange Offer or seeking divestiture of the Shares so acquired or divestiture
of substantial assets of the Purchaser or the Company. Private parties may also
bring legal actions under the antitrust laws. There can be no assurance that a
challenge to the Offer on antitrust grounds will not be made, or if such a
challenge is made, what the result will be.
 
     In the Merger Agreement, the Company has agreed to make any and all
divestitures or undertakings required by the FTC, the Antitrust Division or any
other applicable governmental entity in connection with the transactions
contemplated thereby, which divestitures in each case shall be reasonably
acceptable to the Partnership and the Purchaser, provided that certain
conditions are met.
 
     See Item 3 "-- The Merger Agreement -- Certain Conditions of the Exchange
Offer" for certain conditions to the Exchange Offer, including conditions with
respect to litigation and certain governmental actions.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 
              
    Exhibit 99.1     -- Letter of Intent, dated September 11, 1994, between the Company and the
                        Partnership (incorporated by reference to Exhibit 99 to the Company's
                        Report on Form 8-K, dated September 11, 1994).
 
    Exhibit 99.2     -- Agreement and Plan of Merger, dated as of September 23, 1994, among the
                        Partnership, the Purchaser and the Company (incorporated by reference to
                        Exhibit 3 to the Company's Report on Form 8-K, dated September 23, 1994
                        (the "September 23, 1994 8-K")).
 
    Exhibit 99.3     -- Form of Amendment, dated as of November 15, 1994, among the Purchaser,
                        the Partnership and the Company, to the Agreement and Plan of Merger,
                        dated as of September 23, 1994, among the Partnership, the Purchaser and
                        the Company.
 
    Exhibit 99.4     -- Conditional Purchase/Stock Option Agreement, dated as of September 23,
                        1994, among the Partnership, the Purchaser and the Company (incorporated
                        by reference to Exhibit 4 to the September 23, 1994 8-K).
 
    Exhibit 99.5     -- Confidentiality Agreement, dated August 2, 1994, between KKR and the
                        Company.
 
    Exhibit 99.6     -- Letter to Shareholders of the Company, dated November 22, 1994.(*)
 
    Exhibit 99.7     -- Letter from P.B. Kazarian to F.J. Tasco, dated May 24, 1994
                        (incorporated by reference to Exhibit 1 to the Company's Report on Form
                        8-K, dated October 5, 1994, regarding the background and reasons for
                        entering into the Merger Agreement and the Conditional Purchase/Option
                        Agreement (the "October 5, 1994 8-K")).
 
    Exhibit 99.8     -- Letter from P.B. Kazarian to F.J. Tasco, dated June 5, 1994
                        (incorporated by reference to Exhibit 2 to the October 5, 1994 8-K).
 
    Exhibit 99.9     -- Letter from Japonica Partners to J. Rosenfeld, dated June 8, 1994
                        (incorporated by reference to Exhibit 3 to the October 5, 1994 8-K).
 
    Exhibit 99.10    -- Letter from F.J. Tasco to Japonica Partners, dated June 13, 1994
                        (incorporated by reference to Exhibit 4 to the October 5, 1994 8-K).
 
    Exhibit 99.11    -- Letter from P.B. Kazarian to J. Rosenfeld, dated June 20, 1994
                        (incorporated by reference to Exhibit 5 to the October 5, 1994 8-K).

    
 
- ---------------
(*) Included with Schedule 14D-9 mailed to shareholders of the Company.
 
                                       49
   50
 
              
    Exhibit 99.12    -- Letter from P.B. Kazarian to M. David-Weill, dated June 24, 1994
                        (incorporated by reference to Exhibit 6 to the October 5, 1994 8-K).
 
    Exhibit 99.13    -- Letter from P.B. Kazarian to F.J. Tasco, dated July 5, 1994
                        (incorporated by reference to Exhibit 7 to the October 5, 1994 8-K).
 
    Exhibit 99.14    -- Letter from P.B. Kazarian to F.J. Tasco, dated July 14, 1994
                        (incorporated by reference to Exhibit 8 to the October 5, 1994 8-K).
 
    Exhibit 99.15    -- Letter from F.J. Tasco to P.B. Kazarian, dated July 19, 1994
                        (incorporated by reference to Exhibit 9 to the October 5, 1994 8-K).
 
    Exhibit 99.16    -- Letter from Japonica Partners to J. Rosenfeld, dated July 26, 1994
                        (incorporated by reference to Exhibit 10 to the October 5, 1994 8-K).
 
    Exhibit 99.17    -- Letter from Japonica Partners to F.J. Tasco, dated July 26, 1994
                        (incorporated by reference to Exhibit 11 to the October 5, 1994 8-K).
 
    Exhibit 99.18    -- Letter from P.B. Kazarian to F.J. Tasco, dated August 11, 1994
                        (incorporated by reference to Exhibit 12 to the October 5, 1994 8-K).
 
    Exhibit 99.19    -- Letter from P.B. Kazarian to F.J. Tasco, dated August 19, 1994
                        (incorporated by reference to Exhibit 13 to the October 5, 1994 8-K).
 
    Exhibit 99.20    -- Letter from Japonica Partners to E.R. Shames with attached list of
                        questions to management, dated September 7, 1994 (incorporated by
                        reference to Exhibit 14 to the October 5, 1994 8-K).
 
    Exhibit 99.21    -- Letter from P.B. Kazarian to F.J. Tasco, dated September 13, 1994
                        (incorporated by reference to Exhibit 15 to the October 5, 1994 8-K).
 
    Exhibit 99.22    -- Letter from A.L. Miller to P.B. Kazarian, dated September 14, 1994
                        (incorporated by reference to Exhibit 16 to the October 5, 1994 8-K).
 
    Exhibit 99.23    -- Letter from Japonica Partners to F.J. Tasco, dated September 15, 1994
                        (incorporated by reference to Exhibit 17 to the October 5, 1994 8-K).
 
    Exhibit 99.24    -- Letter from F.J. Tasco to P.B. Kazarian with attached confidentiality
                        letter, dated September 16, 1994 (incorporated by reference to Exhibit
                        18 to the October 5, 1994 8-K).
 
    Exhibit 99.25    -- Letter from Japonica Partners to F.J. Tasco, dated September 17, 1994
                        (incorporated by reference to Exhibit 19 to the October 5, 1994 8-K).
 
    Exhibit 99.26    -- Letter from F.J. Tasco to P.B. Kazarian, dated September 19, 1994
                        (incorporated by reference to Exhibit 20 to the October 5, 1994 8-K).
 
    Exhibit 99.27    -- Letter from Japonica Partners to F.J. Tasco with "Dynamic Tension" and
                        "Management Principles" attachments, dated September 21, 1994
                        (incorporated by reference to Exhibit 21 to the October 5, 1994 8-K).
 
    Exhibit 99.28    -- Letter from Japonica Partners to the Board, dated September 22, 1994
                        (incorporated by reference to Exhibit 22 to the October 5, 1994 8-K).
 
    Exhibit 99.29    -- Letter from F.J. Tasco to P.B. Kazarian, dated September 23, 1994
                        (incorporated by reference to Exhibit 23 to the October 5, 1994 8-K).
 
    Exhibit 99.30    -- Letter from A.R. Brownstein to M. Nussbaum, dated September 26, 1994
                        (incorporated by reference to Exhibit 24 to the October 5, 1994 8-K).

    
 
                                       50
   51
 
              
    Exhibit 99.31    -- Letter from Japonica Partners to F.J. Tasco, dated September 27, 1994
                        (incorporated by reference to Exhibit 25 to the October 5, 1994 8-K).
 
    Exhibit 99.32    -- Letter from M. Nussbaum to M. Lipton, dated October 5, 1994
                        (incorporated by reference to Exhibit 26 to the October 5, 1994 8-K).
 
    Exhibit 99.33    -- Letter from Japonica Partners to the Board, dated October 5, 1994
                        (incorporated by reference to Exhibit 27 to the October 5, 1994 8-K).
 
    Exhibit 99.34    -- Letter from Japonica Partners to the Board, dated October 18, 1994.
 
    Exhibit 99.35    -- Letter from F.J. Tasco to P.B. Kazarian, dated October 27, 1994.
 
    Exhibit 99.36    -- Opinion of Lazard Freres, dated September 22, 1994 (set forth as Annex A
                        to the Schedule 14D-9).(*)
 
    Exhibit 99.37    -- Opinion of First Boston, dated September 22, 1994 (set forth as Annex B
                        to the Schedule 14D-9).(*)
 
    Exhibit 99.38    -- Complaint filed in Kohnstamm v. Borden, Inc. (N.J. Super. Ch. Div. Sept.
                        12, 1994).
 
    Exhibit 99.39    -- Complaint filed in Hartman v. Borden, Inc. (Ohio Ct. Common Pleas Sept.
                        12, 1994).
 
    Exhibit 99.40    -- Complaint filed in Jaroslawicz v. Borden, Inc. (Ohio Ct. Common Pleas
                        Sept. 22, 1994).
 
    Exhibit 99.41    -- Complaint filed in Lubin v. Borden, Inc. (N.J. Super. Ch. Div. Sept. 12,
                        1994).
 
    Exhibit 99.42    -- Complaint filed in Weiss v. Borden, Inc. (N.J. Super. Ch. Div. Sept. 12,
                        1994).
 
    Exhibit 99.43    -- Complaint filed in Stepak v. Borden, Inc. (N.J. Super. Ch. Div. Sept.
                        16, 1994).
 
    Exhibit 99.44    -- Complaint filed in Strougo v. Borden, Inc. (N.J. Super. Ch. Div. Sept.
                        13, 1994).
 
    Exhibit 99.45    -- Complaint filed in Krim v. Borden, Inc. (N.J. Super. Ch. Div. Sept. 14,
                        1994).
 
    Exhibit 99.46    -- Complaint filed in Peterson v. Borden, Inc. (N.J. Super. Ch. Div. Sept.
                        16, 1994).
 
    Exhibit 99.47    -- Complaint filed in Marcus v. Borden, Inc. (N.J. Super. Ch. Div. Sept.
                        22, 1994).
 
    Exhibit 99.48    -- Complaint filed in Dwyer v. Borden, Inc. (N.J. Super. Ch. Div. Sept. 23,
                        1994).
 
    Exhibit 99.49    -- Complaint filed in Shingala v. Harper (Del. Ch. Sept. 13, 1994).
 
    Exhibit 99.50    -- Complaint filed in Pittman Neurosurgical v. Borden, Inc. (N.J. Super.
                        Ch. Div. Sept. 29, 1994).
 
    Exhibit 99.51    -- 1994 Management Incentive Plan (incorporated by reference to Exhibit
                        10(iv) to the Company's Annual Report on Form 10-K for the year ended
                        December 31, 1993 (the "1993 10-K")).
 
    Exhibit 99.52    -- 1994 Stock Option Plan (incorporated by reference to Exhibit 10(v) to
                        the 1993 10-K).
 
    Exhibit 99.53    -- Executive Family Survivor Protection Plan as amended through December 9,
                        1993 (incorporated by reference to Exhibit 10(vi) to the 1993 10-K).
 
    Exhibit 99.54    -- Executives Excess Benefits Plan as amended through December 9, 1993
                        (incorporated by reference to Exhibit 10(vii) to the 1993 10-K).

    
 
- ---------------
(*) Included with Schedule 14D-9 mailed to shareholders of the Company.
 
                                       51
   52
 
              
    Exhibit 99.55    -- Executives Supplemental Pension Plan as amended through December 9, 1993
                        (incorporated by reference to Exhibit 10(viii) to the 1993 10-K).
 
    Exhibit 99.56    -- Advisory Directors Plan (incorporated by reference to Exhibit 10(viii)
                        to the Company's Annual Report on Form 10-K for the year ending December
                        31, 1989 (the "1989 10-K")).
 
    Exhibit 99.57    -- Advisory Directors Plan Trust Agreement (incorporated by reference to
                        Exhibit 10(ix) to the Company's Annual Report on Form 10-K for the year
                        ending December 31, 1988 (the "1988 10-K")).
 
    Exhibit 99.58    -- Supplemental Benefit Trust Agreement, as amended through December 9,
                        1993 (incorporated by reference to Exhibit 10(xi) to the 1993 10-K).
 
    Exhibit 99.59    -- Form of Indemnification Letter Agreements entered into with all
                        Directors of the Company (incorporated by reference to Exhibit 10(xii)
                        to the 1988 10-K).
 
    Exhibit 99.60    -- Form of Letter Agreement entered into with all holders of stock
                        appreciation rights (incorporated by reference to Exhibit 10(xiii) to
                        the 1989 10-K).
 
    Exhibit 99.61    -- Agreement with Mr. A.S. D'Amato, Chairman and Chief Executive Officer
                        (incorporated by reference to Exhibit 10(i) to the Company's quarterly
                        report on Form 10-Q for the period ended June 30, 1993 (the "June 30,
                        1993 10-Q")).
 
    Exhibit 99.62    -- Amendment to Agreement with Mr. A.S. D'Amato (incorporated by reference
                        to Exhibit 10(i) to the Company's quarterly report on Form 10-Q for the
                        period ended September 30, 1993).
 
    Exhibit 99.63    -- Supplement to Agreement with Mr. A.S. D'Amato (incorporated by reference
                        to Exhibit 10(xiv)(a) to the 1993 10-K).
 
    Exhibit 99.64    -- Agreement with Mr. E.R. Shames, President and Chief Operating Officer
                        (incorporated by reference to Exhibit 10(ii) to the June 30, 1993 10-Q).
 
    Exhibit 99.65    -- Description of Amendment to Agreement with Mr. E.R. Shames (incorporated
                        by reference to Exhibit 10(xiv)(e) to the 1993 10-K).
 
    Exhibit 99.66    -- Agreement with Mr. R.J. Ventres, Chairman of the Executive Committee of
                        the Board (incorporated by reference to Exhibit 10(xvii)(b) to the
                        Company's Annual Report on Form 10-K for the year ended December 31,
                        1991).
 
    Exhibit 99.67    -- Description of Amendment to Agreement with Mr. R.J. Ventres
                        (incorporated by reference to Exhibit 10(xiv)(g) to the 1993 10-K).
 
    Exhibit 99.68    -- Form of salary continuance arrangement with Executive Officers
                        (incorporated by reference to Exhibit 10(ix)(c) to the Company's Annual
                        Report on Form 10-K for the year ended December 31, 1987).
 
    Exhibit 99.69    -- Agreement with Mr. J.G. Hettinger (incorporated by reference to Exhibit
                        10(xiv)(i) to the 1993 10-K).
 
    Exhibit 99.70    -- Agreement with Mr. G.J. Waydo (incorporated by reference to Exhibit
                        10(xiv)(j) to the 1993 10-K).
 
    Exhibit 99.71    -- 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").

    
   53
 
              
    Exhibit 99.72    -- Agreement with Mr. L.O. Doza dated June 2, 1994 (incorporated by 
                        reference to Exhibit 10(ii) to the June 30, 1994 10-Q).
 
    Exhibit 99.73    -- Supplement to Agreement with Mr. G.J. Waydo dated May 4, 1994
                        (incorporated by reference to Exhibit 10(iii) to the June 30, 1994
                        10-Q).
 
    Exhibit 99.74    -- Supplement to Agreement with Mr. G.J. Waydo dated June 20, 1994
                        (incorporated by reference to Exhibit 10(iv) to the June 30, 1994 10-Q).
 
    Exhibit 99.75    -- Supplement to Agreement with Mr. G.J. Waydo dated September 30, 1994.
 
    Exhibit 99.76    -- Form of Indemnification Agreement, dated as of October 4, 1994, among
                        Holdings, the Partnership, Purchaser and the Company.
 
    Exhibit 99.77    -- Joint Press Release of the Company and KKR dated November 22, 1994.

    


                                      53
   54
 

                                  SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
 
                                               BORDEN, INC.
 
Dated: November 22, 1994                       By: /s/ Allan L. Miller
                                               ---------------------------------
                                               Name: Allan L. Miller
                                               Title: Senior Vice President,
                                                      Chief Administrative
                                                      Officer and
                                                      General Counsel
 
                                       54
   55
 
                                                                         ANNEX A
 
                                 [LETTERHEAD OF
                              LAZARD FRERES & CO.]
 
                                                              September 22, 1994
 
The Board of Directors
Borden, Inc.
180 East Broad Street
Columbus, OH 43215
 
Dear Members of the Board:
 
     You have requested our opinion as to the fairness, from a financial point
of view, to the holders of shares of Common Stock, par value $.625 per share
("Company Common Stock"), of Borden, Inc. (the "Company") of the consideration
to be received in a series of transactions (collectively, the "Transactions")
pursuant to the Agreement and Plan of Merger, to be entered into among the
Company, Whitehall Associates, L.P. ("WA") and Borden Acquisition Corp. ("Merger
Co."), a draft of which, dated September 19, 1994 (the "Merger Agreement"), has
been furnished to us. The terms of the Merger Agreement provide, among other
things, that (i) WA promptly will offer to exchange (the "Exchange Offer"), for
each outstanding share of Company Common Stock, a number (the "Applicable
Number") of shares of common stock, par value $.01 per share ("RJR Common
Stock"), of RJR Nabisco Holdings Corp. ("RJR"), having a trading value (as
determined in the Merger Agreement) equal to $14.25; provided that the
Applicable Number may not be less than 1.78125 nor exceed 2.375, and (ii)
following the consummation of the Exchange Offer, subject to, among other
things, WA having obtained the favorable vote of holders of at least 66 2/3% of
the outstanding shares of Company Common Stock, Merger Co. will merge with and
into the Company, and each of the remaining outstanding shares of Company Common
Stock (other than shares owned by the Company as treasury stock or owned by WA,
Merger Co. or any other subsidiary of WA) will be converted into the right to
receive the Applicable Number of shares of RJR Common Stock.
 
     In connection with the rendering of this opinion, we have:
 
          (i) Reviewed the terms and conditions of the Merger Agreement and the
     financial terms of the Transactions as set forth therein, and the
     Conditional Purchase/Stock Option Agreement, to be entered into among the
     Company, WA and Merger Co., a draft of which, dated September 19, 1994 (the
     "Option Agreement"), has been furnished to us;
 
          (ii) Analyzed certain historical business and financial information
     relating to the Company and RJR, including the Annual Reports to
     Stockholders and Annual Reports on Forms 10-K of each of the Company and
     RJR for each of the fiscal years ended December 31, 1991 through 1993, and
     the Quarterly Reports on Forms 10-Q of each of the Company and RJR for the
     quarters ended March 31, 1994 and June 30, 1994;
 
          (iii) Reviewed certain financial forecasts and other data provided to
     us by the Company and each of RJR and WA relating to the businesses of the
     Company and RJR, respectively, including the most recent business plan for
     the Company prepared by the Company's senior management, in the form
     furnished to us;
 
          (iv) Conducted discussions with members of senior managements of the
     Company and each of RJR and WA with respect to the businesses and prospects
     of the Company and RJR, respectively, and the strategic objectives of each;
 
                                       A-1
   56
 
          (v) Reviewed public information with respect to certain other
     companies in the lines of businesses we believe to be generally comparable
     in whole or in part to the businesses of the Company and RJR and reviewed
     the financial terms of certain other business combinations that have
     recently been effected;
 
          (vi) Reviewed the historical stock prices and trading volumes of
     Company Common Stock and RJR Common Stock; and
 
          (vii) Conducted such other financial studies, analyses and
     investigations as we deemed appropriate.
 
     We have relied upon the accuracy and completeness of the financial and
other information concerning the Company and RJR that have been received by us
and have not assumed any responsibility for independent verification of such
information or any independent valuation or appraisal of any of the assets of
the Company or RJR nor have we been furnished with any such appraisals. With
respect to financial forecasts, we have assumed that they have been reasonably
prepared on bases reflecting the best currently available estimates and
judgements of managements of the Company and RJR as to the future financial
performance of the Company and RJR, respectively. We assume no responsibility
for and express no view as to such forecasts or the assumptions on which they
are based.
 
     Our opinion is necessarily based on economic, monetary, market and other
conditions as in effect on, and the information made available to us as of, the
date hereof. In that regard, as you are aware, we are not in a position to make
an independent evaluation of the matters discussed below. Accordingly, for
purposes of this opinion, we have assumed, with your concurrence, that no
material adverse effect on RJR or on the trading value of RJR Common Stock will
result from (x) the proposal, enactment or adoption after the date hereof of any
laws or regulations (including the imposition of additional taxes on the
manufacture, sale or distribution of tobacco products) by any federal, state,
local or other jurisdiction or any governmental or regulatory body or agency
thereunder relating to, arising out of, or otherwise affecting the tobacco
industry, including without limitation the manufacture, sale, distribution or
use of tobacco products, or (y) any judicial or administrative proceeding
initiated or decided after the date hereof, including any civil or criminal
litigation or arbitration, relating to or arising out of or otherwise involving
or affecting RJR, the tobacco industry, or any other company engaged in said
industry, including without limitation the manufacture, sale, distribution or
use of tobacco products. We assume no responsibility for and express no view
with respect to the matters described in the previous sentence.
 
     In rendering our opinion, we have assumed that the actual Agreement and
Plan of Merger and the actual Conditional Purchase/Stock Option Agreement,
entered into among the parties thereto, will be identical in all material
respects to the Merger Agreement and the Option Agreement, respectively, and
that the Transactions will be consummated on the terms described in the Merger
Agreement, without any waiver of any terms or conditions by the Company and that
obtaining the necessary regulatory approvals for the Transactions will not have
an adverse effect on RJR or on the trading value of RJR Common Stock. In
addition, we note that because of the large number of shares of RJR Common Stock
being issued to stockholders of the Company and other factors, such securities
may trade initially at prices below those at which they would trade on a fully
distributed basis.
 
     We are acting as financial advisor to the Company's Board of Directors in
connection with the Transactions and will receive fees for such services, a
substantial portion of which fees are contingent upon the consummation of the
Transactions. Our firm has in the past provided and is currently providing
investment banking and financial advisory services to the Company and has
received fees for rendering such services. Our firm has in the past also
provided investment banking and financial advisory services to RJR and
affiliates of WA and has received fees for rendering such services.
 
     This letter and the opinion expressed herein are being delivered pursuant
to our engagement by the Company's Board of Directors. It is understood that,
except for inclusion of this letter in its entirety in a proxy statement or
exchange offer recommendation statement on Schedule 14D-9 from the Company to
holders of shares of Company Common Stock relating to the Transactions, this
letter may not be disclosed or otherwise referred to without our prior written
consent, except as may otherwise be required by law or by a court of competent
jurisdiction.
 
                                       A-2
   57
 
     Based on and subject to the foregoing provisions of this letter, we are of
the opinion that, as of the date hereof, the consideration to be paid to the
stockholders of the Company (other than WA, Merger Co. or any other subsidiary
of WA) in the Exchange Offer and the Merger is fair to such stockholders, from a
financial point of view.
 
                                          Very truly yours,
 
                                          /s/  Lazard Freres & Co.
                                          --------------------------------------
 
                                       A-3
   58
 
                                                                         ANNEX B
 
                        [LETTERHEAD OF CS FIRST BOSTON]
 
                                                              September 22, 1994
 
Board of Directors
Borden, Inc.
277 Park Avenue
New York, NY 10172
 
Gentlemen and Madame:
 
     You have requested our opinion as to the fairness, from a financial point
of view, to the holders of Common Stock, par value $.625 per share (the "Company
Shares"), of Borden, Inc., a New Jersey corporation ("Borden" or the "Company"),
other than Kohlberg Kravis Roberts & Co. ("KKR") and its affiliates, of the
consideration to be received by Borden's stockholders pursuant to the Merger
Agreement expected to be dated as of September 22, 1994 among Borden Acquisition
Corp., a New Jersey corporation ("Acquisition"), Whitehall Associates, L.P., a
Delaware limited partnership ("Whitehall"), and the Company (the "Merger
Agreement"). The Merger Agreement provides for an exchange offer (the "Exchange
Offer") and subsequent merger (the "Merger"; the Exchange Offer and Merger,
together, the "Transaction") in which each Company Share (other than treasury
stock and shares owned by Whitehall or any of its subsidiaries) will be
exchanged for a number of shares of Common Stock, par value $.01 per share ("RN
Shares"), of RJR Nabisco Holdings Corp., a Delaware corporation ("RN"),
determined by dividing $14.25 by the average of the average of the high and low
sales prices of RN Shares as reported on the New York Stock Exchange Composite
Tape on each of the ten consecutive trading days immediately preceding the
second trading day prior to the date of expiration of the Exchange Offer, but
subject to the limitation that in no event will Borden stockholders receive more
than 2.375 RN Shares nor less than 1.78125 RN Shares for each Company Share.
 
     In arriving at our opinion, we have reviewed, among other things, the
letter of intent dated as of September 11, 1994 between the Company and
Whitehall (the "Letter of Intent"), a draft of the Merger Agreement and a draft
of the Conditional Purchase/Stock Option Agreement expected to be dated as of
September 22, 1994 by and among Whitehall, Acquisition and the Company (the
"Option Agreement"), as well as certain publicly available business and
financial information relating to each of RN and the Company. We have also
reviewed certain other information, including financial forecasts provided to us
by each of RN and the Company. We have met with RN's management and
representatives of KKR and with the Company's management to discuss the past and
current operations and financial condition and prospects of each of RN and the
Company, respectively. We have also considered certain financial and stock
market data for each of RN and the Company and we have compared that data with
similar data for other publicly held companies in businesses similar to those of
RN and the Company, respectively, and we have considered the financial terms of
certain other business combinations that have recently been effected. We also
considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria that we deemed
relevant.
 
     In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
its being complete and accurate in all material respects. With respect to the
financial forecasts, we have assumed that they have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of each of
RN's and the Company's management as to the future financial performance of RN
and the Company, respectively. We express no view as to such forecasts or the
assumptions on which they are based (which, in the case of RN, includes the
assumption that RN's tobacco business will not become subject to materially more
burdensome litigation costs or regulatory
 
                                       B-1
   59
 
requirements) and there cannot be any assurance that actual results of the
Company or RN will not differ materially from those reflected in the
projections. We have not assumed any responsibility for an independent
evaluation or appraisal of the assets or liabilities of RN or the Company, nor
have we been furnished with any such appraisals. In rendering our opinion, we
have assumed that the execution versions of the Merger Agreement and the Option
Agreement will not differ materially from the drafts we have reviewed, that the
Transaction will be consummated on the terms described in the Merger Agreement
and the Option Agreement, without any waiver of any terms or conditions by the
Company and that obtaining the necessary regulatory approvals for the
Transaction will not have an adverse effect on RN or on the trading value of the
RN Shares.
 
     In giving this opinion we have assumed, with your consent, that there will
not be any material adverse effect on RN or on the trading value of the RN
Shares as a result of or relating to (x) the proposal, enactment or adoption
after the date hereof of any laws or regulations (including the imposition of
additional taxes on the manufacture, sale or distribution of tobacco products)
by any federal, state, local or other jurisdiction or any governmental or
regulatory body or agency thereunder relating to, arising out of, or otherwise
affecting the tobacco industry, including without limitation the manufacture,
sale, distribution or use of tobacco products, or (y) any judicial or
administrative proceeding initiated or decided after the date hereof, including
any civil or criminal litigation or arbitration relating to or arising out of or
otherwise involving or affecting RN, the tobacco industry, or any other company
engaged in said industry, including without limitation the manufacture, sale,
distribution or use of tobacco products. We are not in a position to make an
independent evaluation of these matters and we assume no responsibility for and
express no view with respect to these matters.
 
     Our opinion addresses only the fairness from a financial point of view of
the consideration to be received by stockholders of the Company, other than KKR
and its affiliates, in each of the Exchange Offer and the Merger. We do not
express any views on any other terms of the Transaction or any related
agreements or arrangements, including any transactions which might occur among
KKR, RN and the Company after consummation of the Exchange Offer or the Merger.
Our opinion also does not address the Company's underlying business decision to
effect the Transaction. We were not requested to, and did not, solicit third
party offers to acquire all or any part of the Company or participate in efforts
other advisors may have made to solicit alternative offers. Our opinion is
necessarily based solely upon information available to us and business, market,
economic and other conditions as they exist on, and can be evaluated as of, the
date hereof. This opinion does not represent our opinion as to what the value of
the RN Shares to be exchanged for Company Shares actually will be when the
Exchange Offer or the Merger is consummated. As a result of the limitation on
the number of RN Shares to be received as described in the first paragraph of
this letter, such actual value could be higher or lower than $14.25 per share at
such times. Because of the large aggregate amount of RN shares being issued to
stockholders of the Company and other factors, such securities may trade
initially at prices below those at which they would trade on a fully distributed
basis.
 
     We have acted as financial advisor to the Company in connection with the
Transaction and will receive a fee for our services, a significant portion of
which is contingent upon KKR's acquisition of a majority of the outstanding
Company Shares. In the past, we have provided investment banking services for
the Company, RN and KKR for which we have received customary compensation. In
the ordinary course of our business, we actively trade the debt and equity
securities of both the Company and RN for our own account and for the accounts
of customers and, accordingly, may at any time hold a long or short position in
such securities.
 
     It is understood that this opinion is only for the information of the Board
of Directors of the Company. However, this opinion may be included in its
entirety in any proxy statement or exchange offer recommendation statement on
Schedule 14D-9 from the Company to holders of Company Shares. This opinion may
not, however, be summarized, excerpted from or otherwise publicly referred to
without our prior written consent. In addition, we may not be otherwise publicly
referred to without our prior consent.
 
                                       B-2
   60
 
     Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the consideration to be received by the stockholders of the
Company, other than KKR and its affiliates, in each of the Exchange Offer and
the Merger is fair to such stockholders from a financial point of view.
 
                                          Very truly yours,
 
                                          CS FIRST BOSTON CORPORATION
 
                                          by  /s/ CS First Boston Corporation
                                          --------------------------------------
 
                                       B-3
   61
 
                                                                         ANNEX C
 
                                  BORDEN, INC.
                             180 EAST BROAD STREET
                              COLUMBUS, OHIO 43215
 
                       INFORMATION STATEMENT PURSUANT TO
                        SECTION 14(F) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
 
     This Information Statement is being mailed on or about November 22, 1994 as
part of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") to the holders of record of the Shares at the close of
business on November 22, 1994. You are receiving this Information Statement in
connection with the possible election of persons designated by the Partnership
to a majority of the seats on the Board. The Merger Agreement requires the
Company, at the request of the Purchaser, to take all action necessary to cause
the Partnership's designees (the "Partnership Designees") to be elected or
appointed to the Board under the circumstances described therein. This
Information Statement is required by Section 14(f) of the Exchange Act and Rule
14f-1 thereunder. See "Board of Directors -- Right to Designate Directors; the
Partnership Designees."
 
     You are urged to read this Information Statement carefully. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION PURSUANT TO THIS INFORMATION STATEMENT.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Schedule 14D-9.
 
     Pursuant to the Merger Agreement, the Purchaser commenced the Exchange
Offer on November 22, 1994. The Exchange Offer is scheduled to expire at 12:00
midnight on December 20, 1994, New York City time, at which time (or any
extension thereof), upon the expiration of the Exchange Offer, if all conditions
of the Exchange Offer have been satisfied or waived, the Purchaser has informed
the Company that it intends to purchase all Shares validly tendered pursuant to
the Exchange Offer and not properly withdrawn.
 
     The information contained in this Information Statement concerning the
Purchaser and the Partnership has been furnished to the Company by the Purchaser
and the Partnership, and the Company assumes no responsibility for the accuracy
or completeness of such information.
 
                                    GENERAL
 
     As of November 15, 1994, there were 141,814,967 shares of the common stock
of the Company, par value $.625 per share (the "Common Stock"), and 6,822 shares
of Preferred Stock -- Series B, without par value (the "Series B Preferred
Stock"), which constituted all of its outstanding voting securities as of such
date. Each share of Common Stock and each share of Series B Preferred Stock is
entitled to one vote, and the shares of Common Stock and the Series B Preferred
Stock vote together as one class. On October 25, 1994 the Board authorized the
redemption of the Series B Preferred Stock. Under the terms of the Series B
Preferred Stock, the Series B Preferred Stock is convertible into shares of
Common Stock until the date specified as the date of redemption. The Board
currently consists of eight members with no vacancies. Each director holds
office until such director's successor is elected and qualified or until such
director's earlier resignation or removal.
 
                               BOARD OF DIRECTORS
 
  Right to Designate Directors; the Partnership Designees
 
     The Merger Agreement and the Conditional Purchase/Option Agreement provide
that, if requested by the Partnership, the Company will, following the
acceptance for exchange of the shares of Common Stock to be exchanged pursuant
to the Exchange Offer and/or the purchase of the Option Shares in accordance
with the Conditional Purchase/Option Agreement, and from time to time
thereafter, take all actions necessary to cause the Applicable Percentage (as
hereinafter defined) of directors (and of members of each committee of
 
                                       C-1
   62
 
the Board) (rounded, in each case, to the next highest director or member) of
the Company selected by the Partnership to consist of persons designated or
elected by the Partnership (whether, at the election of the Company, by means of
increasing the size of the Board or seeking the resignation of directors and
causing the Partnership Designees to be elected). The term "Applicable
Percentage" means the ratio of (i) the total voting power of all shares of
Common Stock accepted for exchange pursuant to the Exchange Offer and/or
purchased in accordance with the Conditional Purchase/Option Agreement to (ii)
the total voting power of the outstanding voting securities of the Company,
rounded to the nearest whole number and expressed as a percentage; provided
that, if the Purchaser has acquired at least 28,138,000 shares of Common Stock
pursuant to the Merger Agreement and/or the Conditional Purchase/Option
Agreement, the Applicable Percentage will not be less than 33 1/3. Pursuant to
this provision, if shares of Common Stock representing more than 50% of the
total voting power of the outstanding voting securities of the Company are
accepted for exchange pursuant to the Exchange Offer and/or purchased in
accordance with the Conditional Purchase/Option Agreement, the Partnership will
have the right to designate a majority of the directors. Pursuant to the terms
of the Merger Agreement and the Conditional Purchase/Option Agreement, if the
Purchaser (or the Partnership or a wholly owned direct or indirect subsidiary of
the Partnership) acquires more than 41% (but not more than 50%) of the
outstanding shares of Common Stock in the Exchange Offer, the Option must be
exercised to the extent necessary so that, following such exercise, the
Purchaser will own more than 50% of the outstanding shares of Common Stock.
 
     Following the election or appointment of the Partnership Designees and
prior to the time the Merger becomes effective, any amendment by the Company or
termination by the Company of the Merger Agreement or the Conditional
Purchase/Option Agreement, extension by the Company for the performance or
waiver of the obligations, conditions or other acts of Purchaser or the
Partnership or waiver by the Company of its rights thereunder, will require the
concurrence of a majority of directors of the Company then in office who are not
affiliated with the Purchaser or the Partnership or selected by the Partnership
for appointment or election to the Board in accordance with the Merger
Agreement.
 
     The Partnership has advised the Company that it currently intends to
designate one or more of the persons listed in Schedule I to the Offering
Circular/Prospectus as an executive officer of the Purchaser or a general
partner of KKR Associates, the general partner of the Partnership, which is
incorporated herein by reference, to serve as directors of the Company. The
Partnership has advised the Company that all of such persons have consented to
act as directors of the Company, if so designated.
 
                     DIRECTORS AND OFFICERS OF THE COMPANY
 
     The information set forth below is as of November 1, 1994.
 
     The Board is comprised of eight directors: Frederick E. Hennig, Wilbert J.
LeMelle, Robert P. Luciano, H. Barclay Morley, John E. Sexton, Ervin R. Shames,
Patricia Carry Stewart and Frank J. Tasco. Each such director was elected at the
May 1994 annual meeting of shareholders for a term ending at the next annual
meeting of shareholders and until a successor is duly elected and qualified.
 
     Frederick E. Hennig, age 62, has served as a director since 1990. Mr.
Hennig has been President and Chief Operating Officer of Woolworth Corporation,
formerly F.W. Woolworth Co. (retail merchandising), since 1987. He is a director
of Woolworth Corporation and is a member of the Canadian-American Committee of
the National Planning Association. He is a member of the Committee on Officers'
Compensation (the "Compensation Committee") and of the Audit and Nominating
Committees of the Board.
 
     Wilbert J. LeMelle, age 62, has served as a director since 1987. Dr.
LeMelle has been President of the Phelps-Stokes Fund (educational foundation)
since June 1990. He was President of Mercy College from 1985 to 1990. He is a
former Ambassador to Kenya and to The Seychelles. He is a director of the
Council of American Ambassadors, the Carnegie Endowment for International Peace,
the Chase Manhattan Metro North Advisory Board, and the Public Broadcast Service
(PBS). He is also a Trustee of the Woodrow Wilson Foundation and a member of the
Council on Foreign Relations. He is Chairman of the Audit Committee and a member
of the Executive and Nominating Committees and of the Compensation Committee of
the Board.
 
                                       C-2
   63
 
     Robert P. Luciano, age 61, has served as a director since 1989. Mr. Luciano
has been the Chairman of the Board and Chief Executive Officer of
Schering-Plough Corporation (pharmaceuticals and consumer products) since
January 1984. He joined Schering-Plough Corporation in July 1978 and has been
Executive Vice President (pharmaceutical operations), President and Chief
Operating Officer, and President and Chief Executive Officer. He is a director
of Schering-Plough Corporation, C. R. Bard, Inc., Allied Signal Inc. and Merrill
Lynch & Co., Inc. He is Chairman of the Nominating Committee and a member of the
Audit and Executive Committees and of the Compensation Committee of the Board.
 
     H. Barclay Morley, age 65, has served as a director since 1992. Mr. Morley
was formerly Chairman of the Board and Chief Executive Officer of Stauffer
Chemical Company. He was its Chief Executive Officer from 1974 to 1985. He
joined Stauffer Chemical Company in 1962 and has been an Executive Vice
President, President and Chief Operating Officer and a director of that Company.
He is a Director of Schering-Plough Corporation, Champion International
Corporation, American Maize-Products Company and The Bank of New York Company,
Inc. He is Chairman of the Compensation Committee and a member of the Executive,
Nominating and Pension Committees of the Board.
 
     John E. Sexton, age 52, was elected a director in 1994. Mr. Sexton has been
Dean of the New York University School of Law since 1988. He began teaching at
New York University School of Law in 1981, becoming a Professor of Law in 1984,
specializing in the area of Civil Procedure, Constitutional Law and Religion and
Law. He is currently serving as a Special Master in connection with the Love
Canal litigation and the Drexel Burnham litigation, and is on the American
Arbitration Association's Panel of Neutral Arbitrators for Complex Cases. He is
director of the Fund for Modern Courts and a member of the Board of Trustees of
the New York University Law Center Foundation. He is a member of the Audit,
Pension and Nominating Committees of the Board.
 
     Ervin R. Shames, age 54, has served as a director, President and Chief
Operating Officer of the Company since June 28, 1993, and Chief Executive
Officer since December 9, 1993. He was President and Chief Executive Officer of
The Stride Rite Corporation from June 1990 to June 1993 and Chairman of the
Board from June 1992 to June 1993. From November 1989 until June 1990, he was
Chairman of the Board, President and Chief Executive Officer of The Kendall
Company. Prior to that, he held the office of President of Kraft USA from
February 1989 to August 1989 and was President and Chief Executive Officer of
General Foods USA from 1986 to January 1989. He is also a director of First
Brands Corporation. He is a member of the Executive and Pension Committees of
the Board.
 
     Patricia Carry Stewart, age 66, has served as a director since 1976. Ms.
Stewart is the Retired Vice President of the Edna McConnell Clark Foundation, a
charitable foundation, and serves as director of Bankers Trust Company,
Continental Corporation and Melville Corporation. She is also Vice Chair of the
Board of Trustees of Cornell University, a member of the Cornell University
Medical College Board of Overseers and a Director Emeritus of the Investor
Responsibility Research Center. She is also a member of the Council on Foreign
Relations and a director of the Community Foundation for Palm Beach and Martin
Counties. She is Chair of the Pension Committee and a member of the Executive,
Audit and Nominating Committees of the Board.
 
     Frank J. Tasco, age 67, has served as Chairman since December 1993 and as a
director since 1988. He was Chairman and Chief Executive Officer of Marsh &
McLennan Companies, Inc. (insurance/reinsurance broking, consulting, investment
management) from 1986 until May 1992. He served as Chairman of the Executive
Committee of the Marsh & McLennan Board of Directors from May 1992 to May 1994.
He is also a director of The Travelers, Inc. (formerly Primerica Corporation)
and the New York Telephone Company, Chairman of the Phoenix House Foundation and
a Trustee of New York University. He is Chairman of the Executive Committee and
a member of the Pension Committee of the Board.
 
                                       C-3
   64
 
                               EXECUTIVE OFFICERS
 
     The information set forth below is as of November 1, 1994.
 
     In addition to the executive officer of the Company listed above who is
also a director, other executive officers of the Company, their ages and
business experience during the past five years are as follows:
 
     Paul J. Josenhans, age 58, was elected Secretary of the Company effective
April 26, 1991. He has served as Associate General Counsel since 1982.
 
     Randy D. Kautto, age 49, was elected Vice President -- Human Resources of
the Company effective February 1, 1994. He was Vice President -- Employee
Relations at Philip Morris Companies Inc. from 1992 to 1994. He was Vice
President of Human Resources at General Foods USA from 1989 to 1992.
 
     David A. Kelly, age 56, was elected Vice President and Treasurer of the
Company in 1980.
 
     Allan L. Miller, age 62, assumed the position of General Counsel of the
Company in 1994 in addition to the position of Senior Vice President and Chief
Administrative Officer of the Company to which he was elected in 1985.
 
     George P. Morris, age 50, assumed the positions of President of North
American Pasta Products and Group Vice President of the Company effective
October 10, 1994. Prior to that, he had served as Vice President of Finance for
the North American and International Foods Division of the Company since
September 9, 1993, as Vice President and Chief Strategic Officer of the Company
since February 7, 1994, and as interim Chief Financial Officer of the Company
from March 1994 to June 15, 1994. From 1991 to 1993, he served as Vice President
and Group Executive and from 1989 to 1991 as Vice President, Finance, of Maxwell
House, a company within the Kraft General Foods unit of Philip Morris Companies
Inc.
 
     P. Michael Morton, age 48, was elected Vice President and General
Controller of the Company effective June 9, 1994. He served as Controller of the
Specialty Products Group of International Paper Company from 1990 to 1994 and as
Controller of the Printing Papers Sector from June 1993 to 1994. From 1987 to
1989, he served as Vice President, Finance for the Worldwide Coffee and
International Unit of General Foods Corporation.
 
     Joseph M. Saggese, age 63, has been Executive Vice President of the Company
and President of the Packaging and Industrial Products Division Domestic and
International since July 1, 1990. From January 1, 1985 to July 1, 1990, he
served as a Senior Group Vice President of the Packaging and Industrial Products
Division Domestic and International of the Company.
 
     James C. Van Meter, age 56, was elected Executive Vice President and Chief
Financial Officer of the Company effective June 16, 1994. From 1983 to 1994, he
served as Chief Financial Officer of Georgia-Pacific Corporation, where he also
served as a Director beginning in 1990 and as Vice Chairman beginning in 1993.
 
     The Board of Directors designates executive officers each year and from
time to time as necessary.
 
  Personnel and Functions of Board Committees
 
     The Company's by-laws (the "By-Laws") provide for five committees of the
Board, namely, the Executive, Audit, Nominating and Pension Committees and the
Compensation Committee.
 
     The Executive Committee consists of Mr. Tasco, Chairman, Mr. Shames and
four non-employee directors, Messrs. LeMelle, Luciano, Morley and Ms. Stewart.
The By-Laws provide that the Executive Committee may undertake those general or
special duties assigned to it by the Board subject to the laws of the State of
New Jersey which prohibit its amending by-laws, electing or appointing
directors, removing officers or directors, submitting matters for shareholder
approval, or amending or repealing resolutions previously adopted by the Board
which by their terms are amendable or repealable only by the Board. The
Executive Committee may exercise the powers of the Board in its absence when
time is of the essence. The Executive Committee did not meet in 1993.
 
                                       C-4
   65
 
     The Audit Committee consists of five non-employee directors, Messrs.
Hennig, LeMelle, Luciano, Sexton and Ms. Stewart. The Audit Committee met three
times in 1993. The Audit Committee reviews management's selection of an
accounting firm to conduct the annual audit of the Company's financial
statements, reviews audit reports and recommendations, reviews the scope and
adequacy of the internal auditing program and, from time to time, reports its
findings to the Board.
 
     The Nominating Committee consists of six non-employee directors, Messrs.
Hennig, LeMelle, Luciano, Morley, Sexton and Ms. Stewart. Created in November
1993, the Committee met in February 1994 to review and propose nominees for
election as directors. The Nominating Committee reviews and determines the
qualifications of potential directors, makes recommendations with respect to the
composition of the Board, recommends candidates to fill vacancies on the Board
and proposes a slate of nominees for election as directors at each annual
meeting of shareholders. The Nominating Committee will consider candidates
recommended by shareholders. If a shareholder wishes to nominate a candidate to
stand for election as a director at the 1995 annual meeting, such nomination
should be submitted to the Secretary of the Company, along with a description of
the candidate's qualifications and relevant biographical data. The By-Laws
provide that such a nomination must be in writing and received by the Secretary
between February 20 and March 21, 1995.
 
     The Compensation Committee consists of four non-employee directors, Messrs.
Hennig, LeMelle, Luciano, and Morley. The Compensation Committee met seven times
in 1993. The Compensation Committee considers salaries for officers of the
Company, administers the Management Incentive Plan and the Stock Option Plan,
and reviews incentive compensation plans and related subjects.
 
     The Pension Committee consists of Mr. Tasco, Mr. Shames and three
non-employee directors, Messrs. Morley and Sexton and Ms. Stewart. The Pension
Committee met three times in 1993. The Pension Committee administers the
Employees Retirement Income Plan (the "ERIP"), the retirement savings plans and
the Employees Stock Ownership Plan (the "ESOP"), and oversees the investment of
various related funds.
 
COMPENSATION OF DIRECTORS
 
     Each director who is not currently an employee of the Company is paid a
retainer of $28,000 per annum. Every non-employee director is paid a meeting fee
of $1,000 for attendance at each meeting of the Board. Directors may defer their
compensation, in the form of deferred share equivalents, or cash with interest,
until retirement from the Board. The Company assumes the payment of premiums for
group life insurance in the amount of $100,000 for each non-employee director,
the cost of which in 1993 was $4,048, in the aggregate. Commencing December 9,
1993, the Company retained Mr. Tasco as Chairman of the Board, with fixed
compensation, in addition to the foregoing compensation as a director, at the
rate of $100,000 per quarter.
 
     The Company had an agreement with Mr. R. J. Ventres, a former Chairman of
the Board and Chief Executive Officer, retaining him as a consultant and as
Chairman of the Executive Committee from March 1992 until April 1995, with fixed
compensation at the rate of $250,000 per annum and limited benefits. Upon his
resignation as a director, as of December 31, 1993, such agreement was amended
to terminate such compensation at the end of April 1994.
 
     The Board met 13 times in 1993. Any officer of the Company who is also a
director does not receive any compensation for service on the Board.
 
     The Board functions in part through its committees. The non-employee
members of each of these committees are paid a meeting fee of $1,000 for each
committee meeting attended. In addition, a committee chairman who is also a
non-employee is paid an annual retainer of $1,000. The committees of the Board
held a total of thirteen meetings during 1993.
 
     Current directors who are not employees of the Company are also provided,
upon retirement and attaining age 70, with annual benefits through a funded
grantor trust equal to their final annual retainer if they served in at least
three plan years. Such benefits continue for up to 15 years. Retired directors
are also invited to attend up to two Board meetings a year. If they attend, they
are paid the usual directors' meeting fees. These benefits do not apply to Mr.
Ventres or Mr. D'Amato.
 
                                       C-5
   66
 
                             EXECUTIVE COMPENSATION
 
     Unless otherwise indicated, the information presented below, in conformity
with the rules and regulations of the Commission, is provided as of December 31,
1993.
 
     The following table provides certain summary information concerning
compensation of all individuals serving during the last completed fiscal year as
the Company's Chief Executive Officer, the four other most highly compensated
executive officers as of December 31, 1993 and one additional former executive
officer of the Company (the "Named Executive Officers") for the periods
indicated.
 
                           SUMMARY COMPENSATION TABLE
 


                                                                                      LONG-TERM COMPENSATION
                                                                                 ---------------------------------
                                                                                                           PAYOUTS
                                                                                        AWARDS             -------
                                                 ANNUAL COMPENSATION             --------------------      LONG-TERM
                                          ----------------------------------                  SECURITIES   INCENTIVE
                                                                      OTHER      RESTRICTED   UNDERLYING    PLAN         ALL OTHER
                                                                      ANNUAL      STOCK       OPTIONS/     (LTIP)          (9)
                                          SALARY        BONUS      COMPENSATION   AWARD(S)    LSARS        PAYOUTS      COMPENSATION
 NAME AND PRINCIPAL POSITION     YEAR       ($)          ($)           ($)         ($)          ($)          ($)           ($)
- -----------------------------    ----     -------      -------        ------     -------      -------      -------      ---------
                                                                                               
E.R. Shames..................    1993     306,818      200,000(2)      9,065     555,000(3)   200,000         NONE        86,486(4)
 President & Chief Executive
   Officer (1)
 
J.M. Saggese.................    1993     364,000         NONE         2,991        NONE       14,000         NONE(5)     35,761
 Executive Vice President &      1992     325,000       40,000         2,274        NONE       14,000         NONE(6)     40,281
   President                     1991     325,000      130,663         3,889        NONE       14,000       54,167(7)     34,363
 Packaging & Industrial          
   Products Division
 
G.J. Waydo...................    1993     352,000         NONE         5,489        NONE       14,000         NONE(5)     44,566
 Vice President                  1992     335,000         NONE         5,297        NONE       14,000         NONE(6)     63,774
                                 1991     335,000      184,295         3,365        NONE       14,000       61,905(7)     52,607
 
L.O. Doza....................    1993     351,000         NONE           442        NONE       10,500         NONE(5)     40,482
 Former Senior Vice President    1992     328,000         NONE         2,648        NONE       10,500         NONE(6)     58,718
   &                             1991     328,000      136,202         3,537        NONE       10,500       46,429(7)     49,462
 Chief Financial Officer (7A)    
 
A.L. Miller..................    1993     345,000         NONE         2,869        NONE       10,500         NONE(5)     42,559
 Senior Vice President           1992     322,000         NONE         3,337        NONE       10,500         NONE(6)     56,269
 & Chief Administrative          1991     322,000      133,114         3,504        NONE       10,500       46,429(7)     51,213
   Officer
 
A.S. D'Amato.................    1993     777,173         NONE        11,097     175,006(8)    75,000         NONE(5)  4,422,120(11)
 Former Chairman & Chief         1992     725,000         NONE        10,222        NONE         NONE         NONE(6)     93,570
 Executive Officer (10)          1991     600,000      277,950         8,260        NONE      300,000       92,857(7)     66,688
 
J.G. Hettinger...............    1993     370,000(12)     NONE         4,049        NONE       15,000         NONE(5)    298,794(13)
 Former Executive Vice           1992     352,000         NONE         2,517        NONE       15,000         NONE(6)     67,309
   President                     1991     352,000      187,455         1,499        NONE       15,000       61,905(7)     55,763
 & President, Grocery            
   Products Division

 
- ---------------
 
(1)  E.R. Shames became President and Chief Operating Officer June 28, 1993 and
     was appointed Chief Executive Officer on December 9, 1993. Compensation
     shown above is for all services rendered in all capacities during fiscal
     year 1993.
 
(2)  Bonus guaranteed per employment contract.
 
(3)  Under his employment contract, Mr. Shames was awarded a total of 30,000
     shares of restricted stock which vests 25% annually, or 7,500 shares for
     each completed year of employment, beginning July 1, 1994. Dividends are to
     be paid on this stock. At December 31, 1993, Mr. Shames had a total of
     30,000 shares of restricted stock valued at $510,000.
 
(4)  In addition to compensation in footnote 9, includes $60,000 in legal fees
     associated with his employment contract.
 
(5)  No payments were made for the period 1991-1993.
 
(6)  No payments were made for the period 1990-1992.
 
(7)  Amounts paid for the period 1989-1991.
 
(7A) Mr. Doza retired effective March 1, 1994.
 
(8)  In January 1993, Mr. D'Amato was awarded a total of 6,350 shares of
     restricted stock which vested on December 9, 1993. At December 31, 1993
     these shares were valued at $107,950.
 
                                       C-6
   67
 
(9)  All other compensation consists of the following:
 


                                                                EXECUTIVE FAMILY          MATCHING          CAPITAL
                                                               SURVIVOR PROTECTION      CONTRIBUTION      ACCUMULATION
                                                       YEAR         PLAN (A)          (RSP AND ESP)(B)     ACCOUNT(C)     TOTAL
                                                       ----    -------------------    ----------------    ------------    ------
                                                                                                           
     E.R. Shames....................................   1993           13,219               11,167             2,100       26,486
     J.M. Saggese...................................   1993           16,122               15,439             4,200       35,761
                                                       1992           13,299               22,782             4,200       40,281
                                                       1991           11,106               19,057             4,200       34,363
     G.J. Waydo.....................................   1993           21,495               18,871             4,200       44,566
                                                       1992           23,223               36,351             4,200       63,774
                                                       1991           17,995               30,412             4,200       52,607
     L.O. Doza......................................   1993           17,464               18,818             4,200       40,482
                                                       1992           22,024               32,494             4,200       58,718
                                                       1991           17,316               27,946             4,200       49,462
     A.L. Miller....................................   1993           19,863               18,496             4,200       42,559
                                                       1992           20,211               31,858             4,200       56,269
                                                       1991           19,162               27,851             4,200       51,213
     A.S. D'Amato...................................   1993           31,374               31,593             4,200       67,167
                                                       1992           39,223               50,147             4,200       93,570
                                                       1991           26,368               36,120             4,200       66,688
     J.G. Hettinger.................................   1993            8,541               19,836             1,750       30,127
                                                       1992           25,347               37,762             4,200       67,309
                                                       1991           19,661               31,902             4,200       55,763

 
     (a) The Executive Family Survivor Protection Plan provides for a benefit of
         2% of annual earnings each year (base pay and short-term incentive
         bonus) payable at termination, Company-provided death benefit of one
         times earnings and the cost of providing a pre-retirement annuity to a
         surviving spouse or dependent children upon death of the executive
         while an employee.
 
     (b) "RSP" and "ESP" refer to the Company's Retirement Savings Plan and
         executive supplemental benefit plans, respectively.
 
     (c) The Capital Accumulation Account provides a benefit of $350 per month
         payable at termination in lieu of certain previously provided medical
         benefits.
 
(10) Mr. D'Amato ceased to be Chief Executive Officer effective December 9,
     1993.
 
(11) Includes $757,000 paid incident to termination in consideration for waiving
     certain rights under employment agreement, including the right to options
     on 100,000 shares of Common Stock; $67,167 as noted in footnote 9, above;
     and a total of $3,597,953 consisting of post-termination salary payable
     through October 31, 1997, secretarial services of up to $30,000 per year
     for two years, and $35,777 in legal fees associated with Mr. D'Amato's
     termination arrangement. In addition, he is entitled to active employee
     benefits through October 31, 1997 and certain miscellaneous transition
     expenses. All of the foregoing future payments are contingent upon his
     continued compliance with the terms of his employment agreement, and are
     subject to acceleration upon a change in control of the Company prior to
     November 1, 1997.
 
(12) Mr. Hettinger resigned his position effective March 1, 1993. Of the
     $370,000 shown as salary, $308,333 represents post-termination salary paid
     in 1993.
 
(13) Includes $30,127, as noted in footnote 9, and $268,667 of post-termination
     salary and outplacement-related expenses payable through August 31, 1994
     contingent upon Mr. Hettinger's continued compliance with the terms of his
     employment agreement. Mr. Hettinger will also continue to receive certain
     employee benefits described under "-- Employment, Termination and
     Change-in-Control Arrangements" which are not currently quantifiable.
 
     The following table provides information on Stock Option/LSAR grants during
fiscal year 1993 to the Named Executive Officers.
 
                     OPTION/LSAR GRANTS IN LAST FISCAL YEAR
                               INDIVIDUAL GRANTS
 


                                       INDIVIDUAL GRANTS
                          --------------------------------------------                    POTENTIAL REALIZABLE
                              # OF                                                          VALUE AT ASSUMED
                           SECURITIES       % OF TOTAL                                    ANNUAL RATES OF STOCK
                           UNDERLYING      OPTIONS/LSARS     EXERCISE                    PRICE APPRECIATION FOR
                          OPTIONS/LSARS     GRANTED TO          OR                           OPTION TERM (2)
                             GRANTED       EMPLOYEES IN     BASE PRICE    EXPIRATION     -----------------------
         NAME                (#) (1)        FISCAL YEAR     ($/SHARE)        DATE        @ 5% ($)     @ 10% ($)
- -----------------------   -------------    -------------    ----------    ----------     ---------    ----------
                                                                                    
E.R. Shames............      200,000           36.8%           17.75      09/27/2003     2,232,000    5,658,000
J.M. Saggese...........       14,000            2.6%           27.56      01/25/2003       242,620      614,880
G.J. Waydo.............       14,000            2.6%           27.56      09/30/1994       242,620      614,880
L.O. Doza..............       10,500            1.9%           27.56      02/28/1999        98,385      223,230
A.L. Miller............       10,500            1.9%           27.56      01/25/2003       181,965      461,160
A.S. D'Amato...........       75,000           13.8%           27.56      10/31/2002     1,299,750    3,294,000
J.G. Hettinger.........       15,000            2.8%           27.56      08/31/1994       259,950      658,800

 
- ---------------
(1) Under the Company's stock option plan, Stock Options have been granted at an
    exercise price of 100% of fair market value. Stock Options are exercisable
    one year from date of grant and over a period of not more than ten years
    from the date of grant. Limited stock appreciation rights ("LSARs") (rights
    exercisable only in the event of a change of control) attach to the Stock
    Options granted to
 
                                       C-7
   68
 
    executive officers. Executive officers were also granted cash-only units, in
    corresponding numbers and exercise price, exercisable within six months from
    date of grant after a change in control with provisions to prevent 
    duplication of benefits.
 
(2) These amounts represent assumed rates of appreciation only. Actual gains, if
    any, on Stock Option exercises and Common Stock holdings will be dependent
    on overall market conditions and on the future performance of the Company
    and its Common Stock. There can be no assurance that the amounts reflected
    in this table will be achieved.
 
     In May 1994, the shareholders of the Company approved the Company's 1994
stock option plan (the "1994 Option Plan") and the Company's 1994 Management
Incentive Plan (the "MIP") which are included as exhibits to the Schedule 14D-9
and are incorporated by reference herein. Under the 1994 Option Plan, 6,000,000
shares of Common Stock may be issued pursuant to Stock Options and stock
appreciation rights ("SARs"), including LSARs. Stock Options and SARs that are
granted under the 1994 Option Plan generally may not be exercised until the
grantee completes at least 12 months of continuous employment with the Company
after the date of grant. However, if the grantee dies, becomes disabled, or
retires, or if a change in control occurs before Stock Options or SARs become
exercisable, the Compensation Committee, which is charged with administering the
1994 Option Plan, may cause such Stock Options and SARs to become immediately
exercisable. Generally, unexercised Stock Options and SARs terminate after the
grantee's employment ceases (except in the case of death or disability).
However, the 1994 Option Plan provides that, at or any time after the grant of a
Stock Option or SAR, the Committee may provide that if the grantee is terminated
without cause within two years after a change in control, he may exercise his
Stock Options and SARs during a period of 90 days following his termination. In
case of, or in anticipation of, a change in control of the Company, as defined
in the MIP, the Compensation Committee may make pro-rata interim annual and
long-term awards for the year of the change, based on the lower of that year's
estimated income or the prior year's actual income. If such change in control
should take place soon after the end of a year, the Compensation Committee may
make annual and long-term awards for the prior year based upon unaudited
figures. FOR INFORMATION REGARDING THE TREATMENT OF STOCK OPTIONS AND AWARDS
UNDER THE MIP PURSUANT TO THE MERGER AGREEMENT, SEE THE DISCLOSURE UNDER ITEM
3(B)(2) OF THE SCHEDULE 14D-9, WHICH IS INCORPORATED HEREIN BY REFERENCE.
 
     The following table provides information on Stock Option/LSAR exercises
during fiscal year 1993 by the Named Executive Officers and the value of their
unexercised Stock Options/LSARs at December 31, 1993.
 
              AGGREGATED OPTION/LSAR EXERCISES IN LAST FISCAL YEAR
                     AND FISCAL YEAR END OPTION/LSAR VALUES
 


                                                               # OF SECURITIES           VALUE OF UNEXERCISED
                                   SHARES                        UNDERLYING                  IN-THE-MONEY
                                  ACQUIRED                UNEXERCISED OPTIONS/LSARS     OPTIONS/LSARS AT FISCAL
                                     ON         VALUE      AT FISCAL YEAR END (1)          YEAR END ($) (2)
                                  EXERCISE     REALIZED   -------------------------    -------------------------
             NAME                   (#)          ($)      EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
- ------------------------------   ----------    -------    ----------    -----------    ----------    -----------
                                                                                   
E.R. Shames...................        0          N/A              0       200,000              0          0
J.M. Saggese..................        0          N/A        112,800        14,000        131,990          0
G.J. Waydo....................        0          N/A        138,500        14,000              0          0
L.O. Doza.....................        0          N/A        115,200        10,500              0          0
A.L. Miller...................        0          N/A        139,200        10,500         61,094          0
A.S. D'Amato..................        0          N/A        513,000             0              0          0
J.G. Hettinger................        0          N/A        136,200        15,000              0          0

 
- ---------------
(1) Represents the number of Stock Options held at year-end which can and cannot
    be exercised.
 
(2) Represents the total gain which would be realized if all Stock Options for
    which the year-end stock price was greater than the exercise price were
    exercised. Based on market value of $17 per share on December 31, 1993.
 
                                       C-8
   69
 
     The following table provides information awards made in fiscal year 1993 to
the Named Executive Officers pursuant to the Company's Long-Term Incentive Plan
(the "LTIP").
 
             LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
 


                                   NUMBER
                                    OF
                                   SHARES,      PERFORMANCE                ESTIMATED FUTURE
                                   UNITS,       OR OTHER                    PAYOUTS UNDER
                                    OR           PERIOD                    NON-STOCK PRICE-
                                   OTHER          UNTIL                    BASED PLANS (2)
                                   RIGHTS       MATURATION               --------------------
             NAME                  (#)(1)       OR PAYMENT   THRESHOLD    TARGET     MAXIMUM
- ------------------------------     -----        ---------    --------    --------    --------
                                                                      
E.R. Shames...................     3,000        1993-1995    $120,000    $300,000    $405,000
J.M. Saggese..................     1,500        1993-1995      60,000     150,000     202,500
G.J. Waydo(3).................     1,500        1993-1995           0           0           0
L.O. Doza(3)..................     1,150        1993-1995           0           0           0
A.L. Miller...................     1,150        1993-1995      46,000     115,000     155,250
A.S. D'Amato(3)...............     6,000        1993-1995           0           0           0
J.G. Hettinger(3).............     1,500        1993-1995           0           0           0

 
- ---------------
(1) 1 Unit = $100.
 
(2) 1993-1995 long-term award payouts are based on earnings-per-share ("EPS")
    improvement over the base year (1992). The target amount will be earned if
    100% of target EPS improvement is achieved; the threshold amount if 73% is
    achieved; and the maximum amount, if 120% is achieved. One quarter of the
    award is allocated for each year (1993, 1994, and 1995), in which EPS
    improvement is achieved over base year (1992), and one quarter of the award
    is allocated for three year average improvement over base year (1992).
 
(3) While awards were made to Messrs. D'Amato, Doza, Hettinger, and Waydo in
    fiscal 1993, they are no longer eligible for any compensation under the
    LTIP.
 
RETIREMENT BENEFITS
 
     The Borden Employees Retirement Income Plan ("ERIP") for salaried employees
was amended as of January 1, 1987 to provide benefit credits of 3% of earnings
which are less than the Social Security wage base for the year plus 6% of
earnings in excess of the wage base and an additional 1.5% and 3%, respectively,
for certain older employees. Earnings include annual incentive awards paid
currently but exclude any long-term incentive awards. Benefits for service
through December 31, 1986 are based on the ERIP formula then in effect, and have
been converted to opening balances under the ERIP. Both opening balances and
benefit credits receive interest credits at one-year Treasury Bill rates until
the participant commences receiving benefit payments. For the year 1993, the
interest rate was 3.68%.
 
     At the time the ERIP was amended as of January 1, 1983, a provision for the
grandfathering of benefits for then key employees including executive officers
as of January 1, 1983 was added to the Company's retirement program that,
generally speaking, provided for the payment of any shortfall if the sum of (a)
the pension actually payable on retirement under the ERIP (and any excess or
supplemental plans), together with (b) the amount (converted to a pension
equivalent) attributable to Company contributions that would be standing to the
employee's credit at retirement under the Company's Retirement Savings Plan (the
"RSP") if the employee had contributed to the maximum permitted rate (subject to
Company matching) after December 31, 1983 until retirement, does not equal or
exceed the sum of (c) the retirement income calculated on the basis of the
pre-amendment ERIP pension formula (with certain adjustments), and (d) the
amount (converted to a pension equivalent) attributable to Company contributions
that would be standing to the employee's credit at retirement had the RSP as in
effect on January 1, 1983 remained unchanged and had the Company's contributions
after December 31, 1983 been equal to 3.3% of compensation. The projected
pension figures for Messrs. D'Amato, Doza, Hettinger, Miller and Saggese
appearing at the end of this section include the effect of the foregoing
grandfathering.
 
     The ERIP contains transitional provisions for employees who met certain age
and service requirements at January 1, 1987. The transitional minimum benefit is
a final average pay benefit for service prior to 1988 plus a career average pay
benefit based on each year's earnings for years 1988 through 1996 (1% of each
year's earnings up to the Social Security wage base plus 1 1/2% of excess).
Benefits vest on a graded five-year schedule for employees hired prior to July
1, 1990. Benefits vest after completion of five years of employment for
employees hired on or after July 1, 1990.
 
                                       C-9
   70
 
     The Company has a supplemental plan which will provide those benefits which
are otherwise produced by application of the ERIP formula, but which, under
Section 415 or Section 401(a)(17) of the Code, are not permitted to be paid
through a qualified plan and its related trust. Such an arrangement is
specifically provided for under the law.
 
     Since no payments will be made from the ERIP on account of deferred
incentive compensation awards or certain other deferred compensation, the
Company will pay a supplemental pension to employees who defer such annual
amounts in the same amounts realizable as if the deferred amounts had been paid
currently.
 
     The total projected annual benefits payable under the formulas of the ERIP
at age 65 (67 for Mr. D'Amato), without regard to the Section 415 or 401(a)(17)
of the Code limit and recognizing supplemental pensions as described above, are
as follows for the Named Executive Officers of the Company: Mr.
D'Amato -- $551,118, Mr. Doza -- $96,440 (assuming accrual of benefits through
February 28, 1994), Mr. Hettinger  -- $84,254, Mr. Miller -- $167,285, Mr.
Saggese -- $209,043, Mr. Shames -- $108,833 (not including a supplemental
pension benefit payable under his employment agreement beginning at age 65 of
$100,000 annually continuing for the number of years of completed service), and
Mr. Waydo -- $74,451.
 
EMPLOYMENT, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS
 
     The Company has had an employment agreement with Mr. D'Amato since December
1990 when he became President and Chief Operating Officer of the Company. The
agreement was amended several times, including at the time of his promotion to
Chief Executive Officer, upon the hiring of Mr. Shames as President and Chief
Operating Officer, and upon the termination of Mr. D'Amato's employment with the
Company, effective December 9, 1993. As amended, the agreement provides for
certain payments and benefits upon termination by the Company other than for
cause through October 31, 1997. Upon Mr. D'Amato's termination in December 1993,
payments to him of $900,000 annually commenced pursuant to the existing
agreement. The payments accelerate upon a change in control of the Company prior
to November 1, 1997 and are subject to his compliance with an agreement not to
engage in competition with the Company or solicit customers or employees of the
Company and to assist and cooperate with the Company, upon request, with matters
within his special knowledge or competence. In December, Mr. D'Amato received a
payment of $757,000 in consideration for waiving certain rights, including a
right to the grant of Stock Options on 100,000 shares. The agreement also
provides for the immediate vesting of 6,350 shares of restricted stock that were
to vest on January 25, 1996, Stock Options on 75,000 shares of Common Stock
exerciseable at $27.56 that were to vest on January 1, 1994, and Stock Options
on 180,000 shares of Common Stock exerciseable at $32.06 that were to vest at
the rate of 60,000 shares per year on each of September 1, 1994, 1995 and 1996.
In addition, all existing Stock Options may be exercised up to five years after
the term of the agreement, but in no event after their scheduled expiration
dates.
 
     The Company has also had an employment agreement with Mr. Shames since June
1993, when he was hired as President and Chief Operating Officer. The original
terms were based in part upon the need to compensate him for his forfeiture of
substantial monetary and other benefits he would have been entitled to had he
remained as Chief Executive Officer of his previous employer. Changes in the
agreement were approved as a result of his promotion to Chief Executive Officer
in December 1993. The agreement now provides for a base salary of $800,000; a
guaranteed annual incentive for 1993 of $200,000; 30,000 shares of restricted
stock, one quarter of which vest each year over the four years, beginning July
1, 1994, and all of which vest upon a change in control to the extent not
previously vested; a Stock Option grant on 200,000 shares of Common Stock at
market ($17.75 per share) in 1993 and a Stock Option grant on 150,000 shares of
Common Stock at market ($14.50 per share) consisting of a 100,000 share Stock
Option originally promised for 1994 and accelerating a 50,000 share Stock Option
originally promised for 1995. In addition, the agreement provides for grants at
market on July 1, 1994 and January 2, 1995, of performance vesting Stock Options
on 250,000 shares of Common Stock each grant, which can be exercised only after
one year from the date of grant and only after an average stock price of $21.50
per share and $25.00 per share respectively is maintained for 20 consecutive
trading days. The agreement further provides that, if Mr. Shames purchases
shares of Common Stock at any one time prior to February 22, 1995, he shall
receive Stock Options to purchase two times the number of shares of Common Stock
purchased at the purchase price, up to a
 
                                      C-10
   71
 
maximum of 100,000 shares. Finally, the agreement provides a supplemental
pension benefit beginning at age 65 of $100,000 annually, continuing for the
number of years of completed service, and for payment, upon termination by the
Company other than for cause, of a minimum annual compensation of $950,000 for
three years following such termination.
 
     The Company has a salary continuance arrangement (the "CORE Arrangement")
with a number of key employees and executive officers including Messrs. Shames,
Saggese, and Miller ("CORE members"), which provides for the payment of one year
of base salary if employment is terminated without cause. As of December 31,
1993, there were 24 CORE members. In the event that any individual or group
acquires 15% of the shares and holds it for 30 days, the CORE Arrangements are
extended to a period of between two and three years, generally based on age and
length of service. In the event a CORE member is terminated without cause
following any such extension, the CORE Arrangement provides for the continuance
of salary, bonus and other compensation and benefits. Payments thereunder could
be reduced or eliminated by compensation earned from other specified employment.
Arrangements have also been made for payment by the Company, upon certain
conditions, of the legal expenses of these employees if they are required to
enforce the provisions of their CORE Arrangement. If any excise tax (under Sec.
4999 of the Code) is imposed in respect of payments under the CORE Arrangement
or Mr. D'Amato's employment agreement, the Company will pay to such officers an
amount that will net the officers the same sum as they would have retained if
the excise tax did not apply. An offset provision in Mr. Shames' employment
agreement prevents any duplication of payments under his employment agreement
with payments under his CORE Arrangement.
 
     Mr. Hettinger, a CORE member and executive officer of the Company since
1985, resigned effective March 1, 1993. Pursuant to a termination agreement with
the Company which superseded his CORE Arrangement, he received payments equal to
his base salary through August 31, 1994. The agreement extends certain
perquisites, provides for reimbursement of certain outplacement-related
expenses, and extends certain medical, life insurance, pension and other
employee benefits, all subject to Mr. Hettinger's compliance with an agreement
not to compete. Mr. Waydo, also a CORE member and executive officer since 1985,
has a termination arrangement with the Company which superseded his CORE
Arrangement and provided him with employment by the Company through September
30, 1994. The agreement provides for the continuation of his base salary through
September, 1995, the extension of certain perquisites, reimbursement of certain
outplacement-related expenses and the option to extend health insurance or
convert to a private insurance plan, all subject to his compliance with an
agreement not to compete. Mr. Doza, a CORE member and executive officer since
1977, retired effective March 1, 1994. Pursuant to a termination agreement with
the Company which supersedes his CORE Arrangement, he will receive payments
equal to his base salary through August 31, 1995. The agreement extends certain
perquisites, provides for reimbursement of certain outplacement-related
expenses, and extends certain medical, life insurance, pension and other
employee benefits, all subject to Mr. Doza's compliance with certain obligations
under the agreement.
 
     FOR THE TREATMENT OF CERTAIN EMPLOYMENT AGREEMENTS, COMPENSATION AND
BENEFIT PLANS, INCLUDING STOCK OPTIONS, UNDER THE MERGER AGREEMENT SEE THE
DISCLOSURE UNDER ITEM 3(B)(2) OF THE SCHEDULE 14D-9, WHICH IS INCORPORATED
HEREIN BY REFERENCE.
 
                                      C-11
   72
 
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
     The following table sets forth information, as of November 15, 1994, with
respect to the ownership of shares of Common Stock and Series B Preferred Stock
(the only classes of outstanding voting securities of the Company) by each
person who is known to the Company to be the beneficial owner of more than 5% of
the outstanding shares of Common Stock. The Company is not aware of any
beneficial owner of more than 5% of the outstanding shares of Series B Preferred
Stock. Statements regarding beneficial ownership are based upon information
furnished by the transfer agent and contained in Schedules 13D and 13G filed
with the Commission. Unless otherwise indicated below, each shareholder has sole
voting and dispositive power with respect to all shares beneficially owned.
 


                                                               AMOUNT AND
                                                                NATURE OF
                                                               BENEFICIAL
                                                                OWNERSHIP        PERCENT
                   NAME AND ADDRESS OF                          OF COMMON          OF
                    BENEFICIAL OWNER                              STOCK           CLASS
- ---------------------------------------------------------     -------------     ---------
                                                                          
FMR Corp.................................................      14,599,083(1)     10.29%(2)
82 Devonshire Street
Boston, MA 02109
Whitehall Associates, L.P. and affiliates................      28,138,000(3)     16.56%(2)
9 West 57th Street
New York, NY 10019

 
- ---------------
 
(1) In a Schedule 13G filing with the Commission, FMR Corp. ("FMR") has reported
    that these shares are beneficially owned by two wholly owned subsidiaries of
    FMR, Fidelity Management & Research Company, which beneficially owns shares
    of Common Stock as a result of acting as investment advisor to several
    investment companies, and Fidelity Management Trust Company, through which
    FMR has sole voting power with respect to 95,911 shares of Common Stock and
    sole dispositive power with respect to 14,599,083 shares of Common Stock.
 
(2) Under the terms of Rule 13d-3 ("Rule 13d-3") promulgated under the Exchange
    Act, Stock Options that are presently exercisable or exercisable within 60
    days after November 15, 1994, which are owned by each individual are deemed
    to be outstanding for purposes of computing the percentage of Shares of
    Common Stock owned by that individual. Therefore, each percentage is
    computed based on the sum of (i) the shares actually outstanding as of
    November 15, 1994 and (ii) the number of Stock Options exercisable within 60
    days of November 15, 1994, 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.
 
(3) In Schedule 13D filings with the Commission, the Partnership and its
    affiliates, Borden Acquisition Corp., and KKR Associates, have indicated
    that this beneficial ownership consists solely of the Option, which is
    exercisable immediately. FOR A DESCRIPTION OF THE TERMS OF THE OPTION, SEE
    ITEM 3(B)(2) OF THE SCHEDULE 14D-9.
 
                                      C-12
   73
 
                  OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES
 
     Shown below, as reported to the Company, is information as of November 15,
1994, unless otherwise indicated, as to beneficial ownership of equity
securities of the Company, for each director, for each Named Executive Officer
and for all directors and executive officers as a group.
 


                                                                 NUMBER OF
                                                                  SHARES
                                                                OF COMMON
                                                                 STOCK(1)
                                                                BENEFICIALLY  PERCENT
                          NAME                                    OWNED(2)    OWNED(5)
- ---------------------------------------------------------       ----------    -----
                                                                        
DIRECTORS
     Frederick E. Hennig.................................            4,513(3)     *
     Wilbert J. Lemelle..................................              998(3)     *
     Robert P. Luciano...................................            1,000        *
     H. Barclay Morley...................................            1,000        *
     John E. Sexton......................................              100        *
     Ervin R. Shames.....................................          230,100        *
     Patricia Carry Stewart..............................            1,200        *
     Frank J. Tasco......................................           34,707(3)     *
NAMED EXECUTIVE OFFICERS
     Anthony S. D'Amato..................................          583,624(4)     *
     Lawrence O. Doza....................................          181,875(4)     *
     Jon G. Hettinger....................................            4,387(4)     *
     Allan L. Miller.....................................          216,646        *
     Joseph M. Saggese...................................          145,996        *
     George J. Waydo.....................................           29,193(4)     *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (20).....        1,601,948     1.12%

 
- ---------------
 
 *  Less than 1%.
 
(1) None of the directors or executive officers held any Series B Preferred
    Stock as of November 15, 1994.
 
(2) Includes deferred shares of Common Stock earned pursuant to the Management
    Incentive Plan, shares of Common Stock held in the RSP, Directors' deferred
    compensation share equivalents, shares under the Executives Supplemental
    Pension Plan ("ESPP") and also shares allocated under the ESOP. The numbers
    of shares of Common Stock held in the RSP, under the ESPP and allocated
    under the ESOP are stated as of December 31, 1993, which is the most current
    information available to the Company. Shares in the RSP will be voted in the
    same proportion as the shares allocated to employees are voted by employees
    in the ESOP. Also includes a total of 30,000 shares originally granted to
    Mr. Shames as restricted stock under the 1994 Stock Option Plan. Also
    includes shares of Common Stock that can be acquired within 60 days,
    pursuant to outstanding employee Stock Options, which total 513,000 shares
    for Mr. D'Amato, 125,700 shares for Mr. Doza, 140,100 shares for Mr. Miller,
    117,200 shares for Mr. Saggese, 200,000 shares for Mr. Shames and 1,204,100
    shares for all directors and executive officers as a group.
 
(3) Member of Dividend Reinvestment Plan.
 
(4) Messrs. D'Amato, Doza, Hettinger, and Waydo are no longer employed by the
    Company. Information as to their beneficial ownership is as of November 1,
    1994.
 
(5) The percentage owned has been indicated where the percentage exceeds 1.0%.
    Pursuant to Rule 13d-3, Stock Options that are presently exercisable or
    exercisable within 60 days after November 15, 1994 which are owned by each
    individual are deemed to be outstanding for purposes of computing the
    percentage of shares of Common Stock owned by that individual. Therefore,
    each percentage is computed based on the sum of (i) the shares actually
    outstanding as of November 15, 1994 and (ii) the number of Stock Options
    exercisable within 60 days of November 15, 1994 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.
 
                                      C-13
   74
 
                        COMPLIANCE WITH SECTION 16(A) OF
                        THE EXCHANGE ACT IN FISCAL 1993
 
     Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Commission initial reports of
ownership and reports of changes in ownership of shares of Common Stock and
other equity securities of the Company. Officers, directors and greater than 10%
shareholders are required by the rules and regulations promulgated by the
Commission under the Exchange Act to furnish the Company with copies of all
Section 16(a) forms that they file.
 
     To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1993, all
Section 16(a) filing requirements applicable to its executive officers,
directors and greater than ten percent beneficial owners were complied with.
 
                                      C-14
   75
 
                                 EXHIBIT INDEX
 


                                                                                        SEQUENTIALLY
                                                                                          NUMBERED
                                                 DESCRIPTION                                PAGE
                        --------------------------------------------------------------  ------------
                                                                               
    Exhibit 99.1     -- Letter of Intent, dated September 11, 1994, between the
                        Company and the Partnership (incorporated by reference to
                        Exhibit 99 to the Company's Report on Form 8-K, dated
                        September 11, 1994). .........................................
    Exhibit 99.2     -- Agreement and Plan of Merger, dated as of September 23, 1994,
                        among the Partnership, the Purchaser and the Company
                        (incorporated by reference to Exhibit 3 to the Company's
                        Report on Form 8-K, dated September 23, 1994 (the "September
                        23, 1994 8-K")). .............................................
 
    Exhibit 99.3     -- Form of Amendment, dated as of November 15, 1994, among the
                        Purchaser, the Partnership and the Company, to the Agreement
                        and Plan of Merger, dated as of September 23, 1994, among the
                        Partnership, the Purchaser and the Company. ..................
 
    Exhibit 99.4     -- Conditional Purchase/Stock Option Agreement, dated as of
                        September 23, 1994, among the Partnership, the Purchaser and
                        the Company (incorporated by reference to Exhibit 4 to the
                        September 23, 1994). .........................................
 
    Exhibit 99.5     -- Confidentiality Agreement, dated August 2, 1994, between KKR
                        and the Company. .............................................
 
    Exhibit 99.6     -- Letter to Shareholders of the Company, dated November 22,
                        1994.(1)......................................................
 
    Exhibit 99.7     -- Letter from P.B. Kazarian to F.J. Tasco, dated May 24, 1994
                        (incorporated by reference to Exhibit 1 to the Company's
                        Report on Form 8-K, dated October 5, 1994, regarding the
                        background and reasons for entering into the Merger Agreement
                        and the Conditional Purchase/Option Agreement (the "October 5,
                        1994 8-K")). .................................................
 
    Exhibit 99.8     -- Letter from P.B. Kazarian to F.J. Tasco, dated June 5, 1994
                        (incorporated by reference to Exhibit 2 to the October 5, 1994
                        8-K). ........................................................
 
    Exhibit 99.9     -- Letter from Japonica Partners to J. Rosenfeld, dated June 8,
                        1994 (incorporated by reference to Exhibit 3 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.10    -- Letter from F.J. Tasco to Japonica Partners, dated June 13,
                        1994 (incorporated by reference to Exhibit 4 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.11    -- Letter from P.B. Kazarian to J. Rosenfeld, dated June 20, 1994
                        (incorporated by reference to Exhibit 5 to the October 5, 1994
                        8-K). ........................................................
 
    Exhibit 99.12    -- Letter from P.B. Kazarian to M. David-Weill, dated June 24,
                        1994 (incorporated by reference to Exhibit 6 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.13    -- Letter from P.B. Kazarian to F.J. Tasco, dated July 5, 1994
                        (incorporated by reference to Exhibit 7 to the October 5, 1994
                        8-K). ........................................................
 
    Exhibit 99.14    -- Letter from P.B. Kazarian to F.J. Tasco, dated July 14, 1994
                        (incorporated by reference to Exhibit 8 to the October 5, 1994
                        8-K). ........................................................
 
    Exhibit 99.15    -- Letter from F.J. Tasco to P.B. Kazarian, dated July 19, 1994
                        (incorporated by reference to Exhibit 9 to the October 5, 1994
                        8-K). ........................................................
 
    Exhibit 99.16    -- Letter from Japonica Partners to J. Rosenfeld, dated July 26,
                        1994 (incorporated by reference to Exhibit 10 to the October
                        5, 1994 8-K). ................................................

   76
 


                                                                                        SEQUENTIALLY
                                                                                          NUMBERED
                                                 DESCRIPTION                                PAGE
                        --------------------------------------------------------------  ------------
                                                                               
    Exhibit 99.17    -- Letter from Japonica Partners to F.J. Tasco, dated July 26,
                        1994 (incorporated by reference to Exhibit 11 to the October
                        5, 1994 8-K). ................................................
 
    Exhibit 99.18    -- Letter from P.B. Kazarian to F.J. Tasco, dated August 11, 1994
                        (incorporated by reference to Exhibit 12 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.19    -- Letter from P.B. Kazarian to F.J. Tasco, dated August 19, 1994
                        (incorporated by reference to Exhibit 13 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.20    -- Letter from Japonica Partners to E.R. Shames with attached
                        list of questions to management, dated September 7, 1994
                        (incorporated by reference to Exhibit 14 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.21    -- Letter from P.B. Kazarian to F.J. Tasco, dated September 13,
                        1994 (incorporated by reference to Exhibit 15 to the October
                        5, 1994 8-K). ................................................
 
    Exhibit 99.22    -- Letter from A.L. Miller to P.B. Kazarian, dated September 14,
                        1994 (incorporated by reference to Exhibit 16 to the October
                        5, 1994 8-K). ................................................
 
    Exhibit 99.23    -- Letter from Japonica Partners to F.J. Tasco, dated September
                        15, 1994 (incorporated by reference to Exhibit 17 to the
                        October 5, 1994 8-K). ........................................
 
    Exhibit 99.24    -- Letter from F.J. Tasco to P.B. Kazarian with attached
                        confidentiality letter, dated September 16, 1994 (incorporated
                        by reference to Exhibit 18 to the October 5, 1994 8-K). ......
 
    Exhibit 99.25    -- Letter from Japonica Partners to F.J. Tasco, dated September
                        17, 1994 (incorporated by reference to Exhibit 19 to the
                        October 5, 1994 8-K). ........................................
 
    Exhibit 99.26    -- Letter from F.J. Tasco to P.B. Kazarian, dated September 19,
                        1994 (incorporated by reference to Exhibit 20 October 5, 1994
                        8-K). ........................................................
 
    Exhibit 99.27    -- Letter from Japonica Partners to F.J. Tasco with "Dynamic
                        Tension" and "Management Principles" attachments, dated
                        September 21, 1994 (incorporated by reference to Exhibit 21 to
                        the October 5, 1994 8-K). ....................................
 
    Exhibit 99.28    -- Letter from Japonica Partners to the Board, dated September
                        22, 1994 (incorporated by reference to Exhibit 22 to the
                        October 5, 1994 8-K). ........................................
 
    Exhibit 99.29    -- Letter from F.J. Tasco to P.B. Kazarian, dated September 23,
                        1994 (incorporated by reference to Exhibit 23 to the October
                        5, 1994 8-K). ................................................
 
    Exhibit 99.30    -- Letter from A.R. Brownstein to M. Nussbaum, dated September
                        26, 1994 (incorporated by reference to Exhibit 24 to the
                        October 5, 1994 8-K). ........................................
 
    Exhibit 99.31    -- Letter from Japonica Partners to F.J. Tasco, dated September
                        27, 1994 (incorporated by reference to Exhibit 25 to the
                        October 5, 1994 8-K). ........................................
 
    Exhibit 99.32    -- Letter from M. Nussbaum to M. Lipton, dated October 5, 1994
                        (incorporated by reference to Exhibit 26 to the October 5,
                        1994 8-K). ...................................................
 
    Exhibit 99.33    -- Letter from Japonica Partners to the Board, dated October 5,
                        1994 (incorporated by reference to Exhibit 27 to the October
                        5, 1994 8-K). ................................................
 
    Exhibit 99.34    -- Letter from Japonica Partners to the Board, dated October 18,
                        1994. ........................................................
 
    Exhibit 99.35    -- Letter from F.J. Tasco to P.B. Kazarian, dated October 27,
                        1994. ........................................................

   77
 


                                                                                        SEQUENTIALLY
                                                                                          NUMBERED
                                                 DESCRIPTION                                PAGE
                        --------------------------------------------------------------  ------------
                                                                               
    Exhibit 99.36    -- Opinion of Lazard Freres, dated September 22, 1994 (set forth
                        as Annex A to the Schedule 14D-9).(1).........................
 
    Exhibit 99.37    -- Opinion of First Boston, dated September 22, 1994 (set forth
                        as Annex B to the Schedule 14D-9).(1).........................
 
    Exhibit 99.38    -- Complaint filed in Kohnstamm v. Borden, Inc. (N.J. Super. Ch.
                        Div. Sept. 12, 1994). ........................................
 
    Exhibit 99.39    -- Complaint filed in Hartman v. Borden, Inc. (Ohio Ct. Common
                        Pleas Sept. 12, 1994). .......................................
 
    Exhibit 99.40    -- Complaint filed in Jaroslawicz v. Borden, Inc. (Ohio Ct.
                        Common Pleas Sept. 22, 1994). ................................
 
    Exhibit 99.41    -- Complaint filed in Lubin v. Borden, Inc. (N.J. Super. Ch. Div.
                        Sept. 12, 1994). .............................................
 
    Exhibit 99.42    -- Complaint filed in Weiss v. Borden, Inc. (N.J. Super. Ch. Div.
                        Sept. 12, 1994). .............................................
 
    Exhibit 99.43    -- Complaint filed in Stepak v. Borden, Inc. (N.J. Super. Ch.
                        Div. Sept. 16, 1994). ........................................
 
    Exhibit 99.44    -- Complaint filed in Strougo v. Borden, Inc. (N.J. Super. Ch.
                        Div. Sept. 13, 1994). ........................................
 
    Exhibit 99.45    -- Complaint filed in Krim v. Borden, Inc. (N.J. Super. Ch. Div.
                        Sept. 14, 1994). .............................................
 
    Exhibit 99.46    -- Complaint filed in Peterson v. Borden, Inc. (N.J. Super. Ch.
                        Div. Sept. 16, 1994). ........................................
 
    Exhibit 99.47    -- Complaint filed in Marcus v. Borden, Inc. (N.J. Super. Ch.
                        Div. Sept. 22, 1994). ........................................
 
    Exhibit 99.48    -- Complaint filed in Dwyer v. Borden, Inc. (N.J. Super. Ch. Div.
                        Sept. 23, 1994). .............................................
 
    Exhibit 99.49    -- Complaint filed in Shingala v. Harper (Del. Ch. Sept. 13,
                        1994). .......................................................
 
    Exhibit 99.50    -- Complaint filed in Pittman Neurosurgical v. Borden, Inc. (N.J.
                        Super. Ch. Div. Sept. 29, 1994). .............................
 
    Exhibit 99.51    -- 1994 Management Incentive Plan (incorporated by reference to
                        Exhibit 10(iv) to the Company's Annual Report on Form 10-K for
                        the year ended December 31, 1993 (the "1993 10-K")). .........
 
    Exhibit 99.52    -- 1994 Stock Option Plan (incorporated by reference to Exhibit
                        10(v) to the 1993 10-K). .....................................
 
    Exhibit 99.53    -- Executive Family Survivor Protection Plan as amended through
                        December 9, 1993 (incorporated by reference to Exhibit 10(vi)
                        to the 1993 10-K). ...........................................
 
    Exhibit 99.54    -- Executives Excess Benefits Plan as amended through December 9,
                        1993 (incorporated by reference to Exhibit 10(vii) to the 1993
                        10-K). .......................................................

   78
 


                                                                                        SEQUENTIALLY
                                                                                          NUMBERED
                                                 DESCRIPTION                                PAGE
                        --------------------------------------------------------------  ------------
                                                                               
    Exhibit 99.55    -- Executives Supplemental Pension Plan as amended through Decem-
                        ber 9, 1993 (incorporated by reference to Exhibit 10(viii) to
                        the 1993 10-K). ..............................................
 
    Exhibit 99.56    -- Advisory Directors Plan (incorporated by reference to Exhibit
                        10(viii) to the Company's Annual Report on Form 10-K for the
                        year ending December 31, 1989 (the "1989 10-K")). ............
 
    Exhibit 99.57    -- Advisory Directors Plan Trust Agreement (incorporated by
                        reference to Exhibit 10(ix) to the Company's Annual Report on
                        Form 10-K for the year ending December 31, 1988 (the "1988
                        10-K")). .....................................................
 
    Exhibit 99.58    -- Supplemental Benefit Trust Agreement, as amended through
                        December 9, 1993 (incorporated by reference to Exhibit 10(xi)
                        to the 1993 10-K). ...........................................
 
    Exhibit 99.59    -- Form of Indemnification Letter Agreements entered into with
                        all Directors of the Company (incorporated by reference to
                        Exhibit 10(xii) to the 1988 10-K). ...........................
 
    Exhibit 99.60    -- Form of Letter Agreement entered into with all holders of
                        stock appreciation rights (incorporated by reference to
                        Exhibit 10(xiii) to the 1989 10-K). ..........................
 
    Exhibit 99.61    -- Agreement with Mr. A.S. D'Amato, Chairman and Chief Executive
                        Officer (incorporated by reference to Exhibit 10(i) to the
                        Company's quarterly report on Form 10-Q for the period ended
                        June 30, 1993 (the "June 30, 1993 10-Q")). ...................
 
    Exhibit 99.62    -- Amendment to Agreement with Mr. A.S. D'Amato (incorporated by
                        reference to Exhibit 10(i) to the Company's quarterly report
                        on Form 10-Q for the period ended September 30, 1993). .......
 
    Exhibit 99.63    -- Supplement to Agreement with Mr. A.S. D'Amato (incorporated by
                        reference to Exhibit 10(xiv)(a) to the 1993 10-K). ...........
 
    Exhibit 99.64    -- Agreement with Mr. E.R. Shames, President and Chief Operating
                        Officer (incorporated by reference to Exhibit 10(ii) to the
                        June 30, 1993 10-Q). .........................................
 
    Exhibit 99.65    -- Description of Amendment to Agreement with Mr. E.R. Shames
                        (incorporated by reference to Exhibit 10(xiv)(e) to the 1993
                        10-K). .......................................................
 
    Exhibit 99.66    -- Agreement with Mr. R.J. Ventres, Chairman of the Executive
                        Committee of the Board (incorporated by reference to Exhibit
                        10(xvii)(b) to the Company's Annual Report on Form 10-K for
                        the year ended December 31, 1991). ...........................
 
    Exhibit 99.67    -- Description of Amendment to Agreement with Mr. R.J. Ventres
                        (incorporated by reference to Exhibit 10(xiv)(g) to the 1993
                        10-K). .......................................................
 
    Exhibit 99.68    -- Form of salary continuance arrangement with Executive Officers
                        (incorporated by reference to Exhibit 10(ix)(c) to the
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1987). ..........................................
 
    Exhibit 99.69    -- Agreement with Mr. J.G. Hettinger (incorporated by reference
                        to Exhibit 10(xiv)(i) to the 1993 10-K). .....................

   79
 


                                                                                        SEQUENTIALLY
                                                                                          NUMBERED
                                                 DESCRIPTION                                PAGE
                        --------------------------------------------------------------  ------------
                                                                               
    Exhibit 99.70    -- Agreement with Mr. G.J. Waydo (incorporated by reference to
                        Exhibit 10(xiv)(j) to the 1993 10-K). ........................
 
    Exhibit 99.71    -- 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")). ............................
 
    Exhibit 99.72    -- Agreement with Mr. L.O. Doza dated June 2, 1994 (incorporated
                        by reference to Exhibit 10(ii) to the June 30, 1994 10-Q). ...
 
    Exhibit 99.73    -- Supplement to Agreement with Mr. G.J. Waydo dated May 4, 1994
                        (incorporated by reference to Exhibit 10(iii) to the June 30,
                        1994 10-Q). ..................................................
 
    Exhibit 99.74    -- Supplement to Agreement with Mr. G.J. Waydo dated June 20,
                        1994 (incorporated by reference to Exhibit 10(iv) to the June
                        30, 1994 10-Q). ..............................................
 
    Exhibit 99.75    -- Supplement to Agreement with Mr. G.J. Waydo dated September
                        30, 1994. ....................................................
 
    Exhibit 99.76    -- Form of Indemnification Agreement, dated as of October 4,
                        1994, among Holdings, the Partnership, Purchaser and the
                        Company. .....................................................
 
    Exhibit 99.77    -- Joint Press Release of the Company and KKR dated November 22,
                        1994. ........................................................

EX-99.3

   1



                                 EXHIBIT 99.3
   2



                                      AMENDMENT
                                      ---------

                    AMENDMENT, dated as of November 15, 1994 (the
          "Amendment"), among BORDEN ACQUISITION CORP., a New Jersey
           ---------
          corporation ("Purchaser"), WHITEHALL ASSOCIATES, L.P., a Delaware
                        ---------
          limited partnership ("Parent"), and BORDEN, INC., a New Jersey
                                ------
          corporation (the "Company") to the Agreement and Plan of Merger,
                            -------
          dated as of September 23, 1994 (the "Original Agreement"), among
                                               ------------------
          Purchaser, Parent and the Company.

                    1.  Amendment to Section 1.1.  Section 1.1 of the
                        ------------------------
          Original Agreement is hereby amended by deleting the third
          sentence thereof in its entirety and inserting in lieu thereof
          the following:

                    "The 'Exchange Ratio' shall mean the quotient (rounded
               to the nearest 1/100,000) obtained by dividing (i) $14.25 by
               (ii) the average of the average of the high and low sales
               prices of Holdings Common Stock as reported on the New York
               Stock Exchange Composite Tape on each of the ten full
               consecutive trading days ending immediately prior to the ten
               business day period ending on the date of expiration of the
               Offer (the "Valuation Period"); provided that the Exchange
               Ratio shall not be less than 1.78125 or greater than 2.375."

                    2.  Authorization; Effectiveness.  (a)  This Amendment
                        ----------------------------
          has been duly executed and delivered by each party hereto and
          constitutes a valid and binding obligation of each such party,
          enforceable against such party in accordance with its terms
          subject to the effects of bankruptcy, insolvency, fraudulent
          conveyance, reorganization, moratorium and other similar laws
          relating to or affecting creditors' rights generally, general
          equitable principles (whether considered in a proceeding in
          equity or at law) and an implied covenant of good faith and fair
          dealing.

                    (b)  This Amendment shall become effective upon
          execution and delivery by the parties hereto.  Except as
          expressly amended hereby, the provisions of the Original
          Agreement are and shall remain in full force and effect.

                    3.  Governing Law.  This Amendment shall be governed by
                        -------------
          and construed in accordance with the laws of the State of New
          Jersey, regardless of the laws that might otherwise govern under
          applicable principles of conflicts of laws thereof.

                    4.  Counterparts.  This Amendment may be executed in
                        ------------
          two or more counterparts, each of which shall be deemed to be an
          original, but all of which shall constitute one and the same
          agreement.






   3
                                                                          2
                    IN WITNESS WHEREOF, each of the parties has caused this
          Amendment to be executed on its behalf by its officers thereunto
          duly authorized, all as of the day and year first above written.

                                          WHITEHALL ASSOCIATES, L.P.

                                          By:  KKR Associates, a limited 
                                               partnership, its General
                                               Partner


                                          By:                              
                                             ------------------------------
                                             Title:  General Partner

                                          BORDEN ACQUISITION CORP.


                                          By:                              
                                             ------------------------------
                                             Name:  Clifton S. Robbins
                                             Title: President

                                          BORDEN, INC.


                                          By:                              
                                             ------------------------------
                                             Name:  Allan I. Miller
                                             Title: Senior Vice President,
                                                    Chief Administrative
                                                    Officer and General
                                                    Counsel

EX-99.5

   1





                                 EXHIBIT  99.5





   2
                             [LAZARD FRERES & CO]
                                      
                                      
                                      
                                August 2, 1994



Mr. Clifton S. Robbins
Kohlberg Kravis Roberts & Co.
9 West 57 Street
New York, NY 10019

Attention: Mr. Clifton S. Robbins

         You have requested information concerning Borden, Inc. (the "Company")
in connection with a possible transaction with the Company or its shareholders.
We have been asked by the company to review with you the nature and extent of
your interest in such possible transaction.  You will treat confidentially any
information furnished to you by or on behalf of the Company (the "Evaluation
Material"; provided, however, that the term "Evaluation Material" does not
include, and your confidentiality obligations hereunder do not apply to,
information which was or becomes generally available on a non-confidential
basis).

         You will not use the Evaluation Material in any way detrimental to the
Company or its shareholders; provided, however, that you may disclose any
Evaluation Material to your directors, officers, employees, agents, advisors,
potential financing sources or affiliates who need to know such information for
the purpose of evaluating the transaction (it being understood that they shall
be informed by you of the confidential nature of such information and that by
receiving such information they are agreeing to be bound by this agreement).

         In the event that you are requested in any proceeding to disclose any
Evaluation Material, you will give the Company prompt notice of such request so
that the Company may seek an appropriate protective order.  If in the absence
of a protective order you are nonetheless compelled to disclose Evaluation
Material, you may disclose such information without liability hereunder;
provided, however, that you give the Company written notice of the information
to be disclosed as far in advance of its disclosure as is practicable and, upon
the Company's request and at the Company's expense, use your best efforts to
obtain assurances that confidential treatment will be accorded to such
information.
   3


         You hereby acknowledge that you are aware of the restrictions imposed
by the United States securities laws on any person who has received from an
issuer material, non-public information from purchasing or selling securities
of such issuer or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell such securities in reliance upon such information.

         For a period of two years from the date hereof you and your affiliates
(as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) will not (and you and they will not assist or, encourage
others to), directly or indirectly, unless specifically requested in writing in
advance by the Company's Board of directors:

         (i)        acquire or agree, offer, seek or propose to acquire (or
         request permission to do so), ownership (including, but not limited
         to, beneficial ownership as defined in Rule 13d-3 under the Exchange
         Act) of any of the Company's assets or businesses or any securities
         issued by the Company, or any rights or options to acquire such
         ownership (including from a third party), or

         (ii)       seek or propose to influence or control the Company's
         management or the Company's policies (or request permission to do so),
         or

         (iii)      enter into any discussions, negotiations, arrangements or
         understanding with any third party with respect to any of the
         foregoing (or request permission to do so).

If at any time during such period you are approached by any third party (other
than unsolicited presentation by financial advisors seeking business and not
retained by you) concerning your or their participation in a transaction
involving the Company's assets or businesses or securities issued by the
Company, you will promptly inform the Company of the nature of such contact and
the parties thereto.  Notwithstanding the foregoing, (a) the terms of the above
subparagraph (i) shall be null and void if a third party not affiliated with
the Company (or you) shall acquire, or there shall be publicly announced by any
such person commencement of a tender offer seeking to acquire, more than 15% of
the voting securities of the Company then outstanding, or the Company and any
such person shall enter into an agreement pursuant to which such person would
acquire all or substantially all of the outstanding stock or assets of the
Company, and (b) the terms of the first sentence of this paragraph shall not be
applicable to the purchase and





                                     -2-
   4
sale of any securities of the Company by independent third-party managers of
any of your pension or other related employee benefit plans who have not
received any of the Evaluation Material and who are acting as passive investors
in the Company and shall not be applicable to ordinary brokerage or trading
transactions by your financial advisors acting as a securities dealer or
purchases by or for an institutional investor solely for investment purposes
aggregating less than 5% of the Company's outstanding voting securities or 10%
of any issue of the Company's outstanding nonvoting securities.

         You shall not make any disclosure concerning the subject matter of the
prior paragraphs, including that you are having or have had discussions with
the Company, and the Company will not make disclosure of such discussions which
identifies you or your affiliates as parties thereto, except in either case as
expressly provided in this agreement; provided that you or the Company may make
such disclosure if either has received the written opinion of counsel (which
opinion shall be provided to the other party reasonably in advance of such
disclosure) that such disclosure must be made in order not to commit a
violation of law and, if the action which is to be disclosed was in violation
of the prior paragraph, such disclosure expressly states such violation.

         For two years from the date hereof, (i) you agree not to initiate
contact (except for those contacts made in the ordinary course of business)
with any officer or employee of the Company regarding its business, operations,
prospects or finances, except with the prior consent of the Company and (ii)
you will not directly solicit (which shall not include executives brought to
your attention with that person's knowledge) for hire any person known to you
to be employed by the Company in an executive capacity.

         Upon the Company's request you will promptly redeliver to the Company
all copies of the Evaluation Material and will destroy all memoranda, notes and
other writings prepared by you or your directors, officers, employees, agents
or affiliates based on the Evaluation Material.  You understand that neither
the Company nor any of its representatives or advisors makes any representation
or warranty as to the accuracy or completeness of any Evaluation Material which
may be furnished to you.  You agree that neither the Company nor its
representatives or advisors shall have any liability to you or any of your
representatives resulting from the use of the Evaluation Material.



                                     -3-
   5


         You agree that money damages would not be a sufficient remedy for any
breach of this agreement by you or your directors, officers, employees, agents
or affiliates, and that in addition to all other remedies the Company shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy for any such breach, and you further agree to waive and to use your best
efforts to cause your directors, officers, employees, agents or affiliates to
waive, any requirements for the securing or posting of any bond in connection
with such remedy.

         This agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey, without giving effect to its conflict of
laws principles or rules.

         If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this agreement which will constitute an
agreement between you and the Company with respect to the matters set forth
herein.

                                        Very truly yours,



                                            /s/ Lazard Freres & Co.
                                        --------------------------------
                                        Lazard Freres & Co.
                                        (acting on behalf of the Company)

Confirmed and Agreed to:

Kohlberg Kravis Roberts & Co.



By:    /s/ Clifton S. Robbins
    -----------------------------
      Name:  Clifton S. Robbins
      Title:





                                      -4-

EX-99.6

   1




                                 EXHIBIT 99.6





   2
 
BORDEN, INC.                                                            (LOGO)
180 EAST BROAD STREET, COLUMBUS, OHIO 43215
 
                                                               November 22, 1994
 
Dear Borden Shareholder:
 
     We are pleased to inform you that, pursuant to the Merger Agreement between
Borden and an affiliate of Kohlberg Kravis Roberts & Co., L.P. ("KKR"), an
exchange offer has commenced today for all of the outstanding shares of Borden
common stock. In the exchange offer, shareholders who tender their Borden shares
will receive shares of common stock of RJR Nabisco Holdings Corp. ("RJR") valued
at $14.25 during the ten-trading-day period ending ten business days prior to
expiration of the offer, provided that no more than 2.375 RJR shares and no
fewer than 1.78125 RJR shares will be exchanged for each Borden share. Under the
Merger Agreement, if the exchange offer is completed, it will be followed,
subject to any necessary shareholder approval, by a merger in which
non-tendering shareholders will receive the same consideration for each Borden
share as was paid in the exchange offer and Borden will become a wholly owned
subsidiary of an affiliate of KKR.
 
     The exchange offer represents the culmination of your Board's efforts to
develop a course of action that provides maximum benefits to Borden's
shareholders. As discussed in greater detail in the Schedule 14D-9 that
accompanies this letter, the decision to sell Borden now, rather than remain
independent, reflects the Board's assessment of the risks and potential benefits
of further restructuring efforts against the risks and benefits of the KKR
transaction. In January 1994, Borden announced a comprehensive restructuring
plan -- the fourth restructuring in less than five years. In adopting the
January 1994 restructuring plan, Borden set specific financial goals. As the
restructuring was implemented during the first six months of 1994, it became
increasingly clear that these goals would not be met. In light of these results,
Borden's management recommended a further restructuring, including the sale of
Borden's dairy business (its biggest business, which was operating at a loss),
the sale of certain of Borden's profitable nonfood businesses, and a cut in the
quarterly dividend to $.01 per share. Adoption of this plan would have required
a significant charge in the third quarter of 1994, resulting in substantial
negative shareholders' equity, and, nonetheless, was projected to produce
earnings over the next three years substantially below those contemplated by the
January 1994 restructuring plan.
 
     As described in the accompanying Schedule 14D-9, the Board weighed
management's proposal for a further restructuring against the KKR transaction,
which the Board believed were the only realistic alternatives then available to
Borden. The Board believed that implementation of another restructuring would
hurt Borden's stock price and might not provide the resources needed to make
significant investments in its remaining businesses. In the Board's judgment,
the KKR exchange offer represents fair value for Borden shares and the best
available alternative for Borden shareholders, given the time and resources
required for a turnaround pursuant to a further restructuring, and the risks
involved in such a restructuring. The Board also considered that Borden had
publicly disclosed that it had unsuccessfully tried to sell the Company in late
1993 and that no party other than KKR had subsequently made a proposal to
acquire Borden. The $14.25 share price upon which the exchange ratio for the
exchange offer is based represents a premium of 22.6 percent over the
   3
 
closing price of Borden shares on the New York Stock Exchange on September 9,
1994, the last trading day prior to the public announcement of an agreement in
principle with KKR.
 
     THE BOARD, WITH SEVEN MEMBERS VOTING IN FAVOR AND ONE MEMBER (BORDEN'S
CHIEF EXECUTIVE OFFICER) ABSTAINING, HAS DETERMINED THAT THE MERGER AGREEMENT
AND THE CONDITIONAL PURCHASE/STOCK OPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING THE EXCHANGE OFFER AND THE MERGER, TAKEN
TOGETHER, ARE FAIR TO THE SHAREHOLDERS OF BORDEN AND RECOMMENDS THAT
SHAREHOLDERS ACCEPT THE EXCHANGE OFFER, TENDER THEIR BORDEN SHARES TO THE
PURCHASER UNDER THE OFFER AND, IF REQUIRED BY APPLICABLE LAW, APPROVE AND ADOPT
THE MERGER AGREEMENT. THEREFORE, THE BOARD HAS APPROVED THE MERGER AGREEMENT,
THE CONDITIONAL PURCHASE/STOCK OPTION AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY.
 
     CS FIRST BOSTON CORPORATION AND LAZARD FRERES & CO., BORDEN'S FINANCIAL
ADVISORS, HAVE DELIVERED THEIR OPINIONS TO THE BOARD OF DIRECTORS THAT THE
CONSIDERATION TO BE RECEIVED IN THE EXCHANGE OFFER AND THE MERGER BY BORDEN'S
SHAREHOLDERS (OTHER THAN KKR AND ITS AFFILIATES) IS FAIR TO SUCH SHAREHOLDERS
FROM A FINANCIAL POINT OF VIEW. THESE OPINIONS ARE SUBJECT TO CERTAIN
ASSUMPTIONS AND LIMITATIONS AND YOU SHOULD READ THE FULL TEXT OF THESE OPINIONS,
WHICH ARE ATTACHED AS EXHIBITS TO THE ACCOMPANYING SCHEDULE 14D-9. FOR FURTHER
INFORMATION CONCERNING THE BACKGROUND OF THE TRANSACTIONS AND THE BOARD'S
RECOMMENDATION, SEE ITEM 4 OF THE ACCOMPANYING SCHEDULE 14D-9.
 
     The exchange offer is conditioned upon, among other things, there being
validly tendered and not properly withdrawn prior to the expiration of the offer
a number of Borden shares which, when added to the Borden shares previously
acquired by the affiliate of KKR (other than pursuant to the Conditional
Purchase/Stock Option Agreement described in the accompanying Schedule 14D-9),
represents more than 41% of the outstanding Borden common stock, on a fully
diluted basis.
 
     Enclosed with this letter is a copy of Borden's Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission,
which contains important information regarding the factors considered by the
Board in its deliberations and describes in more detail the reasons for the
Board's conclusions and certain other information regarding the exchange offer
and the merger. Also enclosed is the Offering Circular/Prospectus and related
materials, including a letter of transmittal to be used for tendering your
Borden shares. These documents set forth in detail the terms and conditions of
the exchange offer and the merger and provide instructions on how to tender your
Borden shares. Before making any decision regarding the exchange offer, you are
urged to read and carefully consider the enclosed material and your individual
circumstances. If you have any questions or require assistance in tendering your
shares, you may contact MacKenzie Partners, Inc., which is assisting Borden in
connection with the exchange offer, at 1-800-322-2885 (toll-free).
 
     Please note that the exchange offer is scheduled to expire at 12:00
midnight, New York City time, on Tuesday, December 20, 1994, unless extended.
 
     We thank you for your continued support.
 
                                          Sincerely,
 
                                          /s/ Frank J. Tasco

                                          Frank J. Tasco
                                          Chairman
 
                                        2

EX-99.34

   1





                                 EXHIBIT 99.34





   2


                         [JAPONICA PARTNERS LETTERHEAD]





VIA FACSIMILE

                                                  October 18, 1994



Board of Directors
Borden, Inc.
277 Park Avenue
New York, NY  10172

Dear Board Member:

I.  Scorched Earth and Irreparable Harm

As the Company is currently in the process of accepting proposals to maximize
shareholder value, a scorched earth continuation of asset sales raises issues
of irreparable harm to Borden and its shareholders.

In our October 5th letter, we informed you that we are in the process of
preparing a detailed proposal for the Company.  We also stated that postponing
the sale of assets until the current situation is resolved would allow these
assets to be a key ingredient in the rebuilding of Borden and maximizing
shareholder wealth, integral parts of our anticipated proposal.  The value of
our proposal would be materially higher with these assets retained and
unimpaired.  Our plan does not include a sale of these assets, and we have
repeatedly asked you to stop the sales.

Establishing arbitrarily short time periods for submitting proposals only
lessens the value obtained, especially in a case such as Borden, which some
would consider a troubled situation.  This has been clearly demonstrated in
both the values obtained in the sale of several businesses over the past few
months and the Whitehall proposal.

Any damage to the Company or shareholders stemming from these actions will be
the responsibility of each Board member and its advisors.





   3
Borden, Inc.
October 18, 1994
Page 2



II.  Sale of Wise & Other Snacks Businesses

Apparently, the liquidation of Wise and other snacks businesses (with about
$450 million in sales) at "fire-sale" valuations of 20% to 30% of revenue, is
being accelerated.  Reports that these businesses are profitable raise
additional questions concerning violations of fiduciary "duty of care" and
"duty of loyalty".

III. Sale of Dairy Businesses

Importantly, the sale of the dairy businesses may have already begun.  Howard
Dean, Chairman & CEO of Dean Foods, stated yesterday at a New York analyst
meeting that several Borden representatives have contacted his Company
concerning the sale of Borden's dairy businesses.  He also mentioned that Dean
is taking away a number of Borden's mid-size dairy customers because of
concerns regarding the sale of Borden's dairy businesses.  In fact, Mr. Dean
said he was told that KKR would announce in two to three weeks its intent to
sell Borden's dairy businesses.  This is shocking given that, to our knowledge,
KKR does not own or control Borden.

IV.  Board's Position on Asset Sales

There has been no credible rationale communicated for the continued liquidation
of assets.  The excuse that the sale of assets is part of a plan approved in
January is hypocritical at best.  Since January 1994, shareholders have lost
about $5 a share, or over $700 million.  You have also stated that your
decision to enter a merger agreement with Whitehall resulted in part from the
fact that previous restructuring attempts had fallen short of their goals.

The excuse that the assets being sold are immaterial is also grossly
misleading.  In the past few weeks alone, businesses apparently with more than
$150 million in sales were liquidated reportedly at 10%-15% of revenues.  These
included Jays' $100 million (approx.) and Seyfert's $50 million (approx.) in
sales businesses.  Arguably, Borden and its shareholders lost about $130
million (almost $1.00 per share) considering that these businesses were valued
at about 100% of revenues as recently as 1992.  In our view, the only factors
that could be characterized as immaterial would be the proceeds generated from
the sale of these assets.

The scorched earth liquidation of assets seems to be causing irreparable harm
to the Company, and could be viewed as seeking to discourage a competing offer.
   4


Borden, Inc.
October 18, 1994
Page 3



V.  Board's Necessary Corrective Actions

Again, we urge you to stop the sale of assets at fire-sale prices.  The Board
should immediately make a public announcement of its decision to postpone all
asset sales until the current situation is resolved.

If you are being advised that the asset sales are consistent with the interest
of shareholders, the nature of such advice should be fully disclosed.  You
should not take comfort from reliance on advice that may be fee motivated or
contradictory to your fiduciary duty to maximize shareholder value.  As
previously requested, the terms of the asset sales, including the roles and
fees of advisors, should be immediately disclosed.

In your personal interest and in the interest of the shareholders, you should
at least insist that every individual involved in the sale of assets state
their position with regard to these sales.  This should include, but not be
limited to the Wachtell Lipton attorneys, the Lazard Freres and First Boston
investment bankers, all other advisors involved, and each Board member.  In
this context, each individual can be held responsible for their decisions
and/or actions.

                                                   Sincerely,




                                                   /s/ Japonica Partners
                                                   ---------------------
                                                   JAPONICA PARTNERS

EX-99.35

   1





                                 EXHIBIT 99.35




   2
                              [BORDEN LETTERHEAD]





                                                     October 27, 1994



Mr. Paul Kazarian
Managing Partner
Japonica Partners
30 Kennedy Plaza
Providence, RI  02903

Dear Mr. Kazarian:

       The Borden Board has reviewed your letter of October 18, 1994.

       Your continued attempts to interfere with the management of Borden are 
not helpful to the Company or its shareholders.  As we have informed you for 
many months, we will entertain any proposal you wish to make.  You have 
refused to accept our offer to make information available to you and you have
refused to inform us of any proposal or your ability to consummate a proposal.

       Your refusal to pursue this matter in the customary manner causes us to 
question the nature of your intentions and your financial ability to provide 
Borden shareholders with more value than the pending transaction with KKR.

                                            Sincerely,



                                            /s/ Frank J. Tasco        
                                            ---------------------------
                                            Chairman




FJT:lm

EX-99.38

   1





                                 Exhibit 99.38
   2
Attorney(s):  LAW OFFICE OF MILES M. TEPPER
Office Address & Tel. No.:  7 Becker Farm Road
Attorney(s) for Plaintiff(s) Roseland, New Jersey 07068 (201) 740-1881
- -------------------------------------------------
Plaintiff(s)
          PAUL L. KOHNSTAMM, on behalf of             SUPERIOR COURT
          himself and all others similarly            OF NEW JERSEY
          situated,
                                                      ESSEX COUNTY
                             vs.
Defendant(s)
                                                      Docket No. C-257-94

          BORDEN, INC., FRANK J. TASCO, ERVIN R.
          SHAMES, FREDERICK E. HENNIG, WILBERT J.     CIVIL ACTION
          LEMELLE, ROBERT P. LUCIANO, H. BARCLAY
          MORELY, JOHN E. SEXTON, PATRICIA CARRY      SUMMONS
          STEWART and KOHLBERG KRAVIS ROBERTS & CO.

The State of New Jersey, to the Above Named Defendant(s):

         YOU ARE HEREBY SUMMONED in a Civil Action in the Superior Court of New
Jersey, instituted by the above named plaintiff(s), and required to serve upon
the attorney(s) for the plaintiff(s), whose name and office address appears
above, an answer to the annexed complaint within 35 days after the service of
the summons and complaint upon you, exclusive of the day of service.  If you
fail to answer, judgment by default may be rendered against you for the relief
demanded in the complaint.  You shall promptly file your answer and proof of
service thereof with the Clerk of the Superior Court, at* 153 Halsey Street,
Newark, New Jersey 07101, in accordance with the rules of civil practice and
procedure.

         If you cannot afford to pay an attorney, call a Legal Services Office.
An individual not eligible for free legal assistance may obtain a referral to
an attorney by calling a county lawyer referral service.  These numbers may be
listed in the yellow pages of your phone book.  The phone numbers for the
county in which this action is pending are:  Lawyer Referral Services,
______________, Legal Services Office ______________.


                                                   /s/
                                                   ___________________________
                                                   Donald F. Phelan
                                                   Clerk of the Superior Court
Dated:  September 22, 1994

Name of defendant to be served:  FRANK J. TASCO
Address for service:
  Borden, Inc.
  180 East Broad Street
  Columbus, Ohio 43215

*  For direct filing, add address for County Clerk and strike "in duplicate."
For Trenton filing add CN-971, Trenton, N.J. 08625.
   3
Miles M. Tepper
LAW OFFICE OF MILES M. TEPPER
7 Becker Farm Road
Roseland, New Jersey 07068
(201) 740-1881

                IN THE SUPERIOR COURT OF THE STATE OF NEW JERSEY

                         CHANCERY DIVISION ESSEX COUNTY

- ------------------------------------------X
PAUL L. KOHNSTAMM, on behalf of           :        Docket No.
himself and all others similarly          :
situated,                                 :
                                          :        C-257-94
              Plaintiff,                  :
                                          :        Class Action Complaint
       v.                                 :
                                          :
BORDEN INC., FRANK J. TASCO, ERVIN R.     :
SHAMES, FREDERICK E. HENNIG, WILBERT J.   :
LEMELLE, ROBERT P. LUCIANO, H. BARCLAY    :
MORLEY, JOHN E. SEXTON, PATRICIA CARRY    :
STEWART and KOHLBERG KRAVIS ROBERTS & CO.,:
                                          :
              Defendants.                 :
- ------------------------------------------X


         Plaintiff, by his attorneys, alleges upon information and belief (said
information and belief being based, in part, upon the investigation conducted
by and through his undersigned counsel), except with respect to his ownership
of Borden Inc. ("Borden" or the "Company") common stock, and his suitability to
serve as a class representative, which is alleged upon personal knowledge, as
follows:

                                    PARTIES


                   1.     Plaintiff is the owner of shares of defendant Borden.
He is a resident of the State of New York.





   4
                   2.     Defendant Borden is a corporation organized and
existing under the laws of the State of New Jersey.  Borden maintains its
principal offices at 180 East Broad Street, Columbus, Ohio 43215.  Borden is a
producer and distributor of a variety of consumer food products, consumer
adhesives and industrial adhesives.

                   3.     Defendant Kohlberg Kravis & Roberts Co. ("KKR") is a
corporation organized and existing under the laws of the State of Delaware with
its principal offices located in New York, New York.  KKR is a "buyout firm"
that owns a substantial interest in, among others, RJR Nabisco Holdings Corp.
("RJR").

                   4.     Defendant Frank J. Tasco is Chairman of the Board of
Directors of Borden.

                   5.     Defendant Ervin S. Shames is President, Chief
Executive Officer and a Director of Borden.

                   6.     Defendant Frederick E. Hennig is a Director of Borden.

                   7.     Defendant Wilbert J. Lemelle is a Director of Borden.

                   8.     Defendant Robert P. Luciano is a Director of Borden.


                                      -2-

   5
                   9.     Defendant H. Barclay Morley is a Director of Borden.

                   10.    Defendant John E. Sexton is a Director of Borden.

                   11.    Defendant Patricia Carry Stewart is a Director of
Borden.

                   12.    The foregoing individual directors of Borden
(collectively the "Director Defendants"), owe fiduciary duties to Borden and
its shareholders.


                           CLASS ACTION ALLEGATIONS


                   13.    Plaintiff brings this action on his own behalf and as
a class action on behalf of all shareholders of defendant Borden (except
defendants herein and any person, firm, trust, corporation or other entity
related to or affiliated with any of the defendants) or their successors in
interest, who have been or will be adversely affected by the conduct of
defendants alleged herein.

                   14.    This action is properly maintainable as a class
action for the following reasons:

                   (a)    The class of shareholders for whose benefit this
action is brought is so numerous that joinder of all class members is
impracticable.  As of April 22, 1994, there were





                                      -3-





   6
over 141 million shares of defendant Borden's common stock outstanding owned by
tens of thousands of shareholders of record.

                   (b)    There are questions of law and fact which are common
to members of the Class and which predominate over any questions affecting any
individual members.  The common questions include, inter alia, the following:

                   i.     Whether one or more of the defendants has engaged in
a plan and scheme to enrich themselves at the expense of defendant Borden's
public stockholders;

                   ii.    Whether the Defendant Directors have breached their
fiduciary duties owed by them to plaintiff and members of the Class, and/or
have aided and abetted in such breach, by virtue of their participation and/or
acquiescence and by their other conduct complained of herein;

                   iii.   Whether defendants have failed to fully disclose the
true value of defendant Borden's assets and earning power and the future
financial benefits which they expect to derive from Borden's purchase by KKR;

                   iv.    Whether the Defendant Directors have wrongfully
failed and refused to seek a purchaser of Borden at the highest possible price
and, instead, have sought to chill potential




                                      -4-
   7
offers and allow the valuable assets of defendant Borden to be acquired by
defendant KKR at an unfair and inadequate price;

                   v.     Whether defendant KKR has induced or aided and
abetted breaches of fiduciary duty by members of Borden's Board of Directors;

                   vi.    Whether plaintiff and the other members of the Class
will be irreparably damaged by the transactions complained of herein; and

                   vii.   Whether defendants have breached or aided and abetted
the breaches of the fiduciary and other common law duties owed by them to
plaintiff and the other members of the Class.

                   15.    Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.  The
claims of plaintiff are typical of the claims of the other members of the Class
and plaintiff has the same interest as the other members of the Class.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.

                   16.    Plaintiff anticipates that there will not be any
difficulty in the management of this litigation.





                                      -5-





   8
                   17.    For the reasons stated herein, a class action is
superior to other available methods for the fair and efficient adjudication of
this action.


                               FACTUAL BACKGROUND


                   18.    On September 12, 1994, KKR and Borden announced that
they had agreed in principle to the acquisition of all of the outstanding
common stock of Borden by a KKR partnership in exchange for RJR stock owned by
that partnership, valued at $14.25 per Borden share, or a total of
approximately $2 billion.  The transaction is scheduled to close by September
23, 1994 (the "Transaction").  The Transaction has already been approved by the
Director Defendants.

                   19.    On Friday, September 9, 1994, Borden stock closed at
$11.625 per share.
 
                   20.    Although the purchase price represents a small
premium over the most recent closing price of Borden stock, the Company's stock
price recently averaged between $15 and $20 per share.  In addition to the fact
that the price offered is unfair and inadequate, the Transaction also provides
that at the time a definitive merger agreement is entered into, Borden will
grant KKR a "lock up" option to purchase from borden up to 19.9% of the
outstanding Borden common stock for $11 a share payable in RJR Nabisco stock.
If the option in exercised, KKR



                                      -6-
   9
must purchase at least 41% of the outstanding Borden common stock in the
exchange offer if it acquires any shares in the exchange offer.  If KKR
acquires at least 41%, but less than 51% of Borden common stack in the exchange
offer, the option must be exercised by KKR, to the extent necessary for KKR to
own at least 51% of the outstanding Borden common stock.  In the event any
competing transaction is consummated, KKR would be paid certain amounts under
the merger agreement.  In addition, Defendants have agreed that if a merger
agreement with Borden is not entered into by September 23, 1994, KKR will
purchase 19.9% of the outstanding common shares of Borden at only $11 a share.

                   21.    Further, RJR also announced on September 12, 1994
that it has reached an agreement in principle with KKR to acquire a minority
interest in Borden upon KKR's successful acquisition of 100 percent of Borden.
RJR will issue to Borden approximately $500 million of newly issued RJR common
shares for newly issued Borden shares priced at $14.25 each, representing a 20
percent pro forma interest in Borden.

                   22.    The Director Defendants and KKR have agreed that, if
the merger is consummated, senior management will remain in place and that
their compensation structure will be altered to provide greater incentive
compensation awards.





                                      -7-





   10
Also, a majority of the current directors will remain on the Board.

                   23.    The proposed Transaction is wrongful, unfair and
harmful to Borden's public stockholders, the Class members, and represents an
attempt by defendants to aggrandize the personal and financial positions and
interests of board members at the expense of and to the detriment of the
stockholders of the Company.  The proposed transaction will deny plaintiff and
other Class members their rights to share appropriately in the true value of
the Company's assets and future growth in profits and earnings, while usurping
the same for the benefit of defendant KKR (and for RJR, of which KKR will
continue to own a substantial interest) at an unfair and inadequate price.


                          CLAIM AGAINST ALL DEFENDANTS


                   24.    Defendants other than KKR, acting in concert, have
violated their fiduciary duties owed to the public shareholders of Borden and
put their own personal interests and the interests of defendant KKR ahead of
the interests of the Borden public shareholders and have used their control
positions as officers and directors of Borden for the purpose of reaping
personal gain for board members at the expense of Borden's public shareholders.





                                      -8-
   11
                   25.    The Defendant Directors failed to (1) undertake an
adequate evaluation of Borden's worth as a potential merger/acquisition
candidate; (2) take adequate steps to enhance Borden's value and/or
attractiveness as a merger/acquisition candidate; (3) effectively expose Borden
to the marketplace in an effort to create an active and open auction for
Borden; or (4) act independently so that the interests of the Company's public
shareholders would be protected.  Instead, defendants have set a price for the
shares of stock that does not reflect the true value of Borden and without an
appropriate premium.

                   26.    While the Defendant Directors of Borden should seek
out other possible purchasers of the assets of Borden or its stock in a manner
designed to obtain the highest possible price for Borden's shareholders, or
seek to enhance the value of Borden for all its current shareholders, they have
instead resolved to wrongfully allow KKR to obtain the valuable assets of
Borden at a bargain price, which, under the circumstances here,
disproportionately benefits KKR.

                   27.    These tactics pursued by the defendants are, and will
continue to be, wrongful, unfair and harmful to Borden's public shareholders,
and are an attempt by certain defendants to aggrandize their personal
positions, interests and finances at the expense of and to the detriment of the
Borden public stockholders.  These maneuvers by the defendants will deny





                                      -9-





   12
members of the Class their right to share appropriately in the true value of
Borden's valuable assets, future earnings and profitable businesses to the same
extent as they would as Borden's shareholders.

                   28.    In contemplating, planning and/or effecting the
foregoing specified acts and in pursuing and structuring the Transaction,
defendants are not acting in good faith toward plaintiff and the Class, and
have breached, and are breaching, their fiduciary duties to plaintiff and the
Class.

                   29.    Because the Defendant Directors (and those acting in
concert with them) dominate and control the business and corporate affairs of
Borden and because they are in possession of private corporate information
concerning Borden's businesses and future prospects, there exists an imbalance
and disparity of knowledge and economic power between the defendants and the
public shareholders of Borden which makes it inherently unfair to Borden's
public shareholders.

                   30.    Defendant KKR has acted and is acting with knowledge
or with reckless disregard that the other defendants are in breach of their
fiduciary duties to Borden's public shareholders and have participated in such
breaches of fiduciary duties by the directors of Borden and thus are liable as
aiders and abettors.





                                      -10-
   13
                   31.    By reason of the foregoing acts, practices and
courses of conduct, the Defendant Directors have failed to use the required
care and diligence in the exercise of their fiduciary obligations owed to
Borden and its public shareholders.

                   32.    As a result of the actions of the defendants,
plaintiff and the Class have been and will be damaged in that they will not
receive the fair value of Borden's assets and business in exchange for their
Hamilton's shares, and have been and will be prevented from obtaining a fair
price for their shares of Borden common stock.

                   33.    Unless enjoined by this Court, the Defendant
Directors will continue to breach their fiduciary duties owed to plaintiff and
the Class, all to the irreparable harm of the Class.  Plaintiff has no adequate
remedy at law.

                   WHEREFORE, plaintiff demands judgment as follows:

                   (a)    Declaring that this action may be maintained as a
class action;

                   (b)    Declaring that the proposed Transaction is unfair,
unjust and inequitable to plaintiff and the other members of the Class;





                                      -11-





   14
                   (c)    Enjoining preliminarily and permanently the
defendants from taking any steps necessary to accomplish or implement the
purposed merger of defendant Borden with defendant KKR at a price that is not
fair and equitable;

                   (d)    Requiring defendants to compensate plaintiff and the
members of the Class for all losses and damages suffered and to be suffered by
them as a result of the acts and transactions complained of herein, together
with prejudgment and post-judgment interest;

                   (e)    Awarding plaintiff the costs and disbursements of
this action, including reasonable attorneys', accountants', and experts' fees;
and

                   (f)    Granting such other and further relief as may be just
and proper.

Dated:  September 12, 1994

                                    LAW OFFICES OF MILES M. TEPPER


                                    By: /s/
                                       _____________________________
                                       Miles M. Tepper
                                       7 Becker Farm Road
                                       Roseland, New Jersey 07068
                                       (201) 740-1881


                                      -12-


   15
OF COUNSEL:

CHARLES PIVEN
LAW OFFICES OF CHARLES PIVEN
The Legg Mason Tower
Suite 2700
111 S. Calvert Street
Baltimore, Maryland 21202

WOLF HALDENSTEIN ADLER FREEMAN HERZ
270 Madison Avenue
New York, New York 10016
(212) 545-4600

Attorneys for Plaintiffs





                                      -13-





   16
                                 CERTIFICATION


                 The plaintiff hereby certifies that the matter in controversy
is not the subject of any other action pending in any court and is likewise not
the subject of any pending arbitration proceeding.  The plaintiff further
certifies that on information and belief there may be one or more actions
contemplated against some or all of the same defendants in this or another
county within this state regarding the subject matter of this action.
Plaintiffs not aware of any other parties who should be joined in this action.

Dated:  September 12, 1994

                                 /s/
                                 ______________________________
                                 Miles M. Tepper
                                 Attorney for Plaintiff

EX-99.39

   1




                                 Exhibit 99.39





   2


                             COURT OF COMMON PLEAS
                             FRANKLIN COUNTY, OHIO



- ----------------------------------X
                                  :
ERICA HARTMAN                     :
                 Plaintiff,       :
                                  :
          -against-               :        Case No. 94CVH09-6306
                                  :
BORDEN, INC., ERVIN SHAMES, and   :
FRANK TASCO,                      :
c/o 180 E. Broad Street           :        CLASS ACTION COMPLAINT
Columbus, Ohio  43215             :        WITH JURY DEMAND
                                  :
                 Defendants.      :
                                  :
- ----------------------------------X


                 Plaintiff, by her attorneys, alleges upon information and
belief, except as to paragraph 1 which is alleged upon knowledge, as follows;


                                  THE PARTIES

                   1.     Plaintiff is the owner of shares of the common stock
of defendant Borden, Inc. and has been the owner contin-uously of such shares
since prior to the wrongs complained of herein.

                   2.     Defendant Borden, Inc. ("Borden" or the "Company") is
a corporation duly existing and organized under the laws of the State of New
Jersey, with its principal offices located in Columbus, Ohio.  The Company
produces and distributes a variety of consumer food products, including pastas
and



     


   3
sauces, snack food items, dairy products such as fluid milk and other products.
The Company also manufactures and distributes its products.

                   3.     As of April 22, 1994, there were approximately 141
million shares of the Company's common stock outstanding held by over 40,000
shareholders of record.

                   4.     Defendant Ervin Shames ("Shames") is and at all times
relevant hereto has been President and Chief Executive Officer of the Company.

                   5.     Defendant Frank Tasco ("Tasco") is and at all times
relevant hereto has been Chairman of the Board of the Company.

                   6.     The defendants referred to in paragraphs 5 and 6 are
collectively referred to herein as the "Individual Defendants."

                   7.     By reason of the above Individual Defendants'
positions with the Company as officers and/or directors, said individuals are
in a fiduciary relationship with plaintiff and the other public stockholders of
Borden, and owe plaintiff and the other members of the class the highest
obligations of good faith, fair dealing, due care, loyalty and full, candid and
adequate disclosure.



                                     -2-
   4


                            CLASS ACTION ALLEGATIONS

                   8.     Plaintiff brings this action on her own behalf and as
a class action on behalf of herself and all Borden securities holders or their
successors in interest, similarly situated (the "Class").  Excluded from the
class are defendants herein and any person, firm, trust, corporation, or other
entity related to or affiliated with any of the defendants.

                   9.     This action is properly maintainable as a class
action.

                   10.    The class is so numerous that joinder of all members
is impracticable.  As of April 22, 1994, there were approximately 141 million
shares of Borden common stock outstanding held by over 40,000 shareholders of
record.
                   There are questions of law and fact which are common to the
class and which predominate over questions affecting any individual class
members.  The common questions include, inter alia, the following:

                          (a)     whether defendants have engaged in conduct
constituting unfair dealing to the detriment of the class;

                          (b)     whether the proposed merger is grossly unfair
to the class;



                                     -3-

   5
                          (c)     whether defendants are engaging in
self-dealing to benefit themselves;

                          (d)     whether plaintiff and the other members of
the class would be irreparably damaged were the transactions complained of
herein consummated; and

                          (e)     whether defendants have breached, or aided
and abetted the breach of fiduciary and common law duties owed by them to
plaintiff and the other members of the class.

                   12.    Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.  The
claims of plaintiff are typical of the claims of the other members of the class
and plaintiff has the same interests as the other members of the class.
Accordingly, plaintiff is an adequate representative of the class and will
fairly and adequately protect the interests of the class.

                   13.    Plaintiff anticipates that there will be no
difficulty in the management of this litigation.

                   14.    Defendants have acted on grounds generally applicable
to the class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the class as a whole.




                                      -4-

   6


                                CLAIM FOR RELIEF

                   15.    According to news reports on September 12, 1994,
Kohlberg Kravitz Roberts & Co. ("KKR") and defendant Borden have agreed in
principle to the acquisition of all of the outstanding common stock of Borden
by a KKR partnership in exchange for RJR Nabisco Holdings Corp. common stock
valued at $14.25 per Borden share.

                   16.    Plaintiff seeks to enjoin the consummation of the
imminent agreement between KKR and Borden whereby KKR would swap RJR Nabisco
Holding stock for all of the outstanding Borden common stock.  Pursuant to the
proposed terms of the transaction, KKR will also receive a warrant to buy an
additional 10% of Borden's shares.  If the merger is not closed by September
23, 1994, KKR will buy $19.9% of Borden's outstanding shares.

                   17.    The consideration proposed to be paid to class
members is unconscionable and unfair and grossly inadequate because, among
other things:

                          (a)     the intrinsic value of Borden's common stock
is materially in excess of the amount to be received by Borden stockholders in
the transaction giving due consideration to that Company's strategic value, the
recent market price of the Company's stock and Borden's brand name recognition;




                                     -5-
   7

                          (b)     the consideration agreed upon did not result
from an appropriate consideration of the value of Borden as there was no
opportunity to accurately ascertain Borden's value through open bidding or a
market check.

                   18.    The Individual Defendants have thus far failed to
announce any active auction or open bidding procedures best calculated to
maximize shareholder value.

                   19.    Borden's shareholders will, if the transaction is
consummated be deprived of the opportunity for substantial gains which the
Company may realize.

                   20.    In announcing the transaction, the defendants have
failed to disclose among other things the full extent of the growth and value
potential of Borden and the expected increase in its profitability.

                   21.    The defendants have not, in accordance with their
fiduciary duties:

                          (a)     acted independently so that the interests of
Borden's public shareholders would be protected;

                          (b)     adequately ensured that no conflicts of
interest exist or if such conflicts exist to ensure that all conflicts would be
resolved in the best interests of Borden's public shareholders; and




                                     -6-
   8



                          (c)     taken all appropriate steps to enhance
Borden's value and attractiveness as a merger acquisition, restructuring or
recapitalization candidate.

                   22.    Because the Individual Defendants dominate and
control the business and corporate affairs of Borden, and are in possession of
private corporate information concerning Borden's assets, businesses and future
prospects, there exists an imbalance and disparity of knowledge and economic
power between them and the public stockholders of Borden which makes it
inherently unfair for them to pursue any proposed transaction wherein they will
reap disproportionate benefits to the exclusion of other means of maximizing
stockholder value.

                   23.    By reason of the foregoing acts, practices and course
of conduct, the defendants have failed to exercise ordinary care and diligence
in the exercise of their fiduciary obligations toward plaintiff and the other
Borden public stockholders.

                   24.    As a result of the actions of defendants, plaintiff
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of Borden's
assets and businesses and will be prevented from obtaining appropriate
consideration for their shares of Borden's common stock.



                                     -7-

   9

                   25.    Unless enjoined by this Court, the defendants will
continue to breach their fiduciary duties owed to plaintiff and the other
members of the Class, and may consummate the proposed transaction which will
exclude the Class from its fair proportionate share of Borden's valuable assets
and businesses, and/or benefit them in the unfair manner complained of herein,
all to the irreparable harm of the Class, as aforesaid.

                   26.    Plaintiff and the Class have no adequate remedy at
law.

                 WHEREFORE, plaintiff demands judgment, as follows:

                 A.   Declaring this to be a proper class action;

                 B.   Ordering defendants to carry out their fiduciary duties
to plaintiff and the other members of the Class, including those of due care
and candor;

                 C.   Rescinding any transactions effected by the defendants in
an unfair manner and for an unfair price and in the event such transaction is
consummated prior to trial, awarding rescissory damages;

                 D.   Enjoining the complained of transaction or any related
transactions;



                                     -8-
   10


                 E.   Ordering defendants, jointly and severally, to pay to
plaintiff and the Class all damages suffered and to be suffered by them as a
result of the acts and transactions alleged herein;

                 F.   Ordering defendants, jointly and severally, to account to
plaintiff and the Class for all profits realized and to be realized by them as
a result of the transaction complained of and pending such accounting to hold
such profits in a constructive trust for the benefit of plaintiff and the other
members of the class;

                 G.   Awarding plaintiff the costs and disbursements of the
action, including allowance for plaintiff's reasonable attorneys' and experts'
fees; and

                 H.   Granting such other and further relief as may be
just and proper in the premises.

Dated:  September 12, 1994

                                     MICHAEL J. HARDESTY, L.P.A.

                                     By: /s/
                                        _____________________________
                                        Michael J. Hardesty (0009771)
                                        1335 Dublin Road
                                        Suite 200A
                                        Dublin, OH  43215
                                        (614) 481-3587




                                     -9-
   11
OF COUNSEL:

Stanley R. Wolfe
Berger & Montague, P.C.
1622 Locust Street
Philadelphia, PA  19103-6365

                                 Strauss & Troy


                                 By: /s/
                                    _____________________________
                                    Richard S. Wayne (0022390)
                                    2100 PNC Center
                                    201 E. Fifth Street
                                    Cincinnati, Ohio  45202
                                    (513) 629-9472




                                     -10-

EX-99.40

   1






                                 Exhibit 99.40





   2


                             COURT OF COMMON PLEAS
                             FRANKLIN COUNTY, OHIO

__________________________________
                                  :
DAVID JAROSLAWICZ and GEORGE B.   :
ALLEN, ISRAEL BOLLAG, and         :
VIVIAN BOLLAG,                    :    Case No. 94CVH09-6654
                                  :             ______________
                                  :
                 Plaintiffs,      :
                                  :
          -against-               :
                                  :
BORDEN, INC., ERVIN SHAMES,       :    CLASS ACTION COMPLAINT
FRANK TASCO, FREDERICK E. HENNIG  :    (Jury Trial Demanded)
WILBERT J. LEMELLE, ROBERT P.     :
LUCIANO, H. BARCLAY MORLEY,       :
JOHN E. SEXTON, and PATRICIA      :
CARRY STEWART,                    :
180 East Broad Street             :
Columbus, Ohio  43215             :
                                  :
                 Defendants.      :
__________________________________:

                 Plaintiffs, by their attorneys, allege upon information and
belief, except as to paragraph 1 which is alleged upon knowledge, as follows:


                                  THE PARTIES


                   1.     Plaintiffs are the owners of shares of the common
stock of defendant Borden, Inc. and have been the owners continuously of such
shares since prior to the wrongs complained of herein.

                   2.     Defendant Borden, Inc. ("Borden" or the "Company") 
in a corporation duly existing and organized under the





   3
laws of the State of New Jersey, with its principal offices located in
Columbus, Ohio.  The Company manufactures, produces and distributes a variety
of consumer food products, including pastas and sauces, snack food items, dairy
products such as fluid milk and other products.

                   3.     As of April 22, 1994, there were approximately 141
million shares of the Company's common stock outstanding held by over 40,000
shareholders of record.

                   4.     Defendant Ervin Shames ("Shames) is and at all times
relevant hereto has been President and Chief Executive Officer of the Company.

                   5.     Defendant Frank Tasco ("Tasco") is and at all times
relevant hereto has been Chairman of the Board of the Company.

                   6.     Defendants Frederick E. Hennig, Wilbert I. Lemelle,
Robert P. Luciano, M. Barclay Morley, John E. Sexton, and Patricia Carry
Stewart are and at all times relevant hereto have been members of the Board of
the Company.

                   7.     The Defendants referred to in paragraphs 5, 6, and 7
are collectively referred to herein as the "Individual Defendants."



                                     -2-
   4
                   8.     By reason of the above Individual Defendants'
positions with the Company as officers and/or directors, said individuals are
in a fiduciary relationship with Plaintiffs and the other public stockholders
of Borden, and owe Plaintiffs and the other members of the Class the highest
obligations of good faith, fair dealing, due care, loyalty and full, candid and
adequate disclosers.


                            CLASS ACTION ALLEGATIONS


                   9.     Plaintiffs bring this action on their own behalf and
as a class action on behalf of themselves and all Borden securities holders or
their successors in interest, similarly situated (the "Class").  Excluded from
the Class are Defendants herein and any person, firm, trust, corporation, or
other entity related to or affiliated with any of the Defendants.

                   10.    This action is properly maintainable as a class
action.

                   11.    The Class is so numerous that joinder of all members
is impracticable.

                   12.    There are questions of law and fact which are common
to the Class and which predominate over questions affecting any individual
Class members.  The common questions includes, inter alia, the following:



                                     -3-

   5
                 (a)      whether Defendants have engaged in conduct
constituting unfair dealing to the detriment of the Class;

                 (b)      whether the merger is grossly unfair to the Class;

                 (c)      whether Defendants are engaging in self-dealing to
benefit themselves;

                 (d)      whether Plaintiffs and the other members of the Class
would be irreparably damaged were the transactions complained of herein
consummated; and

                 (e)      whether Defendants have breached, or aided and
abetted the breach of fiduciary and other common law duties owed by them to
Plaintiffs and the other members of the Class.

                 13.      Plaintiffs are committed to prosecuting this action
and have retained competent counsel experienced in litigation of this nature.
The claims of Plaintiffs are typical of the claims of the other members of the
Class and Plaintiffs have the same interests as the other members of the Class.
Accordingly, Plaintiffs are adequate representatives of the Class and will
fairly and adequately protect the interests of the Class.

                 14.      Plaintiffs anticipate that there will be no 
difficulty in the management of this litigation.




                                     -4-
   6
                   15.    Defendants have acted on grounds generally applicable
to the Class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the class as a whole.


                                CLAIM FOR RELIEF


                   16.    According to news reports on September 12, 1994,
Kohlberg Kravis Roberts & Co. ("KKR") and Defendant Borden have agreed in
principle to the acquisition of all of the outstanding common stock of Borden
by a KKR partnership in exchange for RJR Nabisco Holdings Corp. common stock
valued at $14.25 per Borden share.

                   17.    Plaintiffs seek to enjoin the consummation of the
imminent agreement between KKR and Borden whereby KKR would swap RJR Nabisco
Holding stock for all of the outstanding Borden common stock.  Pursuant to the
proposed terms of the transaction, KKR will also receive a warrant to buy an
additional 10% of Borden's shares.  If the merger is not closed by September
23, 1994, KKR will buy 19.9% of Borden's outstanding shares.

                   18.    The consideration proposed to be paid to Class
members is unconscionable and unfair and grossly inadequate because, among
other things:




                                     -5-
   7
                 (a)      the intrinsic value of Borden's common stock is
materially in excess of the amount to be received by Borden stockholders in the
transaction giving due consideration to the Company's strategic value, the
recent market price of the Company's stock (which has been as high as $38.375
per share), and Borden's brand name recognition;

                 (b)      the consideration agreed upon did not result from an
appropriate consideration of the value of Borden as there was no opportunity to
accurately ascertain Borden's value through open bidding or a market check;

                 (c)      many analysts believe that KKR has been, for some
time, trying without success to sell its excess RJR Nabisco stock; consequently
KKR is getting the better of the bargain because it is unloading its poorly
performing and relatively undesirable RJR Nabisco stock in exchange for far
more desirable Borden stock,

                 19.      The Individual Defendants have thus far failed to
announce any active auction or open bidding procedures best calculated to
maximize shareholder value.

                 20.      Some analysts believe that certain subdivisions of
Borden could be sold for a greater value than the entire consideration that KKR
is paying to purchase Borden in its entirety.




                                     -6-
   8
                   21.    On September 13, 1994, the New York Times reported
that "most agreed that Borden was being bought at a firesale price," and that
KKR "believes that Borden, at its current price, is incredibly cheap, as well
as a good way for Kohlberg, Kravis to reduce its disappointing investment in
RJR Nabisco."  The report further stated that "[a]lmost all Borden holders will
be selling at a loss if this deal goes through."

                   22.    Borden shareholders will, if the transaction is
consummated, be deprived of the opportunity for substantial gains which the
Company may realize.

                   23.    In announcing the transaction, the Defendants have
failed to disclose among other things the full extent of the growth and value
potential of Borden and the expected increase in its profitability.

                   24.    The Defendants have not, in accordance with their
fiduciary duties:

                   (a)    acted independently so that the interests of Borden's 
public shareholders would be protected;

                   (b)    adequately ensured that no conflicts of interest
exist or if such conflicts exist to ensure that all conflicts would be resolved
in the best interests of Borden's public shareholders; and




                                     -7-
   9
                   (c)    taken all appropriate steps, including conducting an
active auction, to enhance Borden's value and attractiveness as a merger
acquisition, restructuring or recapitalization candidate.

                   25.    Because the Individual Defendants dominate and
control the business and corporate affairs of Borden, and are in possession of
private corporate information concerning Borden's assets, businesses and future
prospects, there exists an imbalance and disparity of knowledge and economic
power between them and the public stockholders of Borden which makes it
inherently unfair for them to pursue any proposed transaction wherein they will
reap disproportionate benefits to the exclusion of other means of maximizing
stockholder value.

                   26.    By reason of the foregoing acts, practices and course
of conduct, the Defendants have failed to exercise ordinary care and diligence
in the exercise of their fiduciary obligations toward Plaintiffs and the other
Borden public stockholders.

                   27.    As a result of the actions of Defendants, Plaintiffs
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of Borden's
assets and



                                     -8-
   10
businesses and will be prevented from obtaining appropriate consideration for
their shares of Borden's common stock.

                   28.    Unless enjoined by this Court, the Defendants will
continue to breach their fiduciary duties owed to Plaintiffs and the other
members of the Class and may consummate the proposed transaction which will
exclude the Class from its fair proportionate share of Borden's valuable assets
and businesses, and/or benefit them in the unfair manner complained of herein,
all to the irreparable harm of the Class, as aforesaid.

                   29.    Plaintiffs and the Class have no adequate remedy at
law.

                   WHEREFORE, Plaintiffs demand judgment, as follows:

                   A.     Declaring this to be a proper class action;

                   B.     Ordering Defendants to carry out their fiduciary
duties to Plaintiffs and the other members of the Class, including those of due
care and candor;

                   C.     Rescinding any transactions effected by the
Defendants in an unfair manner and for an unfair price and in the event such
transaction are consummated prior to trial, awarding rescissory damages;

                   D.     Enjoining the complained of transaction or any
related transactions;



                                     -9-

   11

                 E.       Ordering Defendants, jointly and severally, to pay to
Plaintiffs and the Class all damages suffered and to be suffered by them as a
result of the acts and transactions alleged herein;

                 F.       Ordering Defendants, jointly and severally, to
account to Plaintiffs and the Class for all profits realized and to be realized
by them as a result of the transactions complained of and pending such
accounting to hold such profits in a constructive trust for the benefit of
Plaintiffs and the other members of the Class;

                 G.       Awarding Plaintiffs the costs and disbursements of
the action, including allowance for Plaintiff's reasonable attorneys' and
experts' fees; and

                 H.       Granting such other and further relief as may be just
and proper in the premises.

Dated:  September 22, 1994

                                       MICHAEL J. HARDESTY CO., L.P.A.

                                       /s/
                                       ______________________________
                                       Michael J. Hardesty (0009771)
                                       1335 Dublin Road
                                       Suite 200A
                                       Dublin, OH  43215
                                       (614) 481-3587
   12


                                       STRAUSS & TROY

                                       /s/
                                       _________________________
                                       Richard S. Wayne (0022390)
                                       2100 PNC Center
                                       201 E. 5th Street
                                       Cincinnati, OH  45202
                                       (513) 621-2120

                                       Attorneys for Plaintiffs

OF COUNSEL:

SAVETT, FRUTKIN, PODELL & RYAN, P.C.
320 Walnut Street, Suite 508
Philadelphia, PA  19206
(215) 923-5400

ZWERLING, SCHACHTER & ZWERLING
Robert S. Schachter
767 Third  Avenue
New York, NY  10017-2023

LEVIN FISHBEIN SEDRAN & BERMAN
320 Walnut Street, Suite 600
Philadelphia, PA  19106
(215) 592-1500



                                      -11-

EX-99.41

   1





                                 Exhibit 99.41





   2


GOLDSTEIN TILL & LITE
744 Broad Street
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiffs


- ----------------------------------x
                                  :
BARBARA LUBIN, MARTIN H. OLESH,   :    SUPERIOR COURT OF
PAMELA SKULSKY, and MARTIN        :    NEW JERSEY
WEBER, on behalf of themselves    :    CHANCERY DIVISION
and all others similarly          :    MERCER COUNTY
MER-C-000139-94                   :    DOCKET NO. MER-C-000139-94
situated,                         :
                                  :
                 Plaintiffs,      :
                                  :
         -against-                :                Civil Action
                                  :
BORDEN, INC., ERVIN SHAMES and    :
FRANK TASCO,                      :
                                  :            CLASS ACTION COMPLAINT
                 Defendants.      :
                                  :
- ----------------------------------x


                 Plaintiffs, by their attorneys, allege upon information and
belief, except as to paragraphs 1-5 which are alleged upon knowledge, as
follows:

                                  THE PARTIES

                   1.     Plaintiff Barbara Lubin resides at 8625 Banyan Court,
Tamarack, Florida.

                   2.     Plaintiff Martin H. Olesh resides at 7506 191st
Street, Flushing, New York.

   3
                   3.     Plaintiff Pamela Skulsky resides at 6179 Devon Drive,
Columbia, Maryland.

                   4.     Plaintiff Martin Weber resides at 2037 Ocean Avenue,
Brooklyn, New York.

                   5.     Each plaintiff is the owner of shares of the common
stock of defendant Borden, Inc. and has been the owner continuously of such
shares since prior to the wrongs complained of herein.

                   6.     Defendant Borden, Inc. ("Borden" or the "Company") is
a corporation duly existing and organized under the laws of the State of New
Jersey, with its principal offices located in Columbus, Ohio.  The Company
produces and distributes a variety of consumer food products, including pastas
and sauces, snack food items, dairy products such as fluid milk and other
products.  The Company also manufactures and distributes its products.

                   7.     As of April 22, 1994, there were approximately 141
million shares of the Company's common stock outstanding held by over 40,000
shareholders of record.

                   8.     Defendant Ervin Shames ("Shames") is, and at all
times relevant  hereto has been, President and Chief Executive Officer of the
Company.





                                      -2-
   4
                   9.     Defendant Frank Tasco ("Tasco") is, and at all times
relevant hereto has been, Chairman of the Board of the Company.

                   10.    The defendants referred to in paragraphs 8 and 9 are
collectively referred to herein as the "Individual Defendants."

                   11.    By reason of the above Individual Defendants'
positions with the Company as officers and/or directors, said individuals are
in a fiduciary relationship with plaintiffs and the other public stockholders
of Borden, and owe plaintiffs and the other members of the class the highest
obligations of good faith, fair dealing, due care, loyalty and full, candid and
adequate disclosure.

                            CLASS ACTION ALLEGATIONS

                   12.    Each plaintiff brings this action pursuant to R. 4:32
et seq. of the New Jersey Court Rules, on his or her own behalf and as a class
action on behalf of him or herself and all Borden securities holders or their
successors in interest, similarly situated (the "Class").  Excluded from the
class are defendants herein and any person, firm, trust, corporation, or other
entity related to or affiliated with any of the defendants.





                                      -3-
   5
                   13.    This action is properly maintainable as a class
action.

                   14.    The class is so numerous that joinder of all members
is impracticable.  As of April 22, 1994, there were approximately 141 million
shares of Borden common stock outstanding held by over 40,000 shareholders of
record.

                   15.    There are questions of law and fact which are common
to the class and which predominate over questions affecting any individual
class members.  The common questions include, inter alia, the following:

                   (a)    whether defendants have engaged in conduct
constituting unfair dealing to the detriment of the class;

                   (b)    whether the proposed merger set forth below is
grossly unfair to the class;

                   (c)    whether defendants are engaging in self-dealing to
benefit themselves;

                   (d)    whether plaintiffs and the other members of the class
would be irreparably damaged were the transactions complained of herein
consummated; and

                   (e)    whether defendants have breached, or aided and
abetted the breach of fiduciary and other common law duties owed by them to
plaintiffs and the other members of the class.




                                     -4-
   6

                   16.    Each plaintiff is committed to prosecuting this
action and has retained competent counsel experienced in litigation of this
nature.  The claims of each plaintiff are typical of the claims of the other
members of the class and each plaintiff has the same interests as the other
members of the class.  Accordingly, each plaintiff is an adequate
representative of the class and will fairly and adequately protect the
interests of the class.

                   17.    Plaintiffs anticipate that there will be no
difficulty in the management of this litigation.

                   18.    Defendants have acted on grounds generally applicable
to the class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the class as a whole.

                                CLAIM FOR RELIEF

                   19.    According to news reports on September 12, 1994,
Kohlberg Kravis Roberts & Co. ("KKR") and defendant Borden have agreed in
principle to the acquisition of all of the outstanding common stock of Borden
by a KKR partnership in exchange for RJR Nabisco Holdings Corp. common stock
valued at about $2 billion, based on Borden's approximately 141 million common
shares outstanding.





                                      -5-
   7
                   20.    KKR also said that in connection with its agreement
with Borden, RJR Nabisco Holdings Corp. has agreed in principle that upon KKR's
acquisition of 100% of Borden and subject to certain other conditions, RJR
Nabisco will issue about $500 million of its newly issued common shares for
newly issued Borden shares priced at $14.25 each, representing a 20% pro forma
interest in Borden.  RJR Nabisco will also receive a warrant to purchase an
additional 10% interest in Borden as part of its investment.

                   21.    KKR said Borden agreed that at the time a definitive
merger agreement is entered into, Borden will grant KKR an option to purchase
from Borden up to 19.9% of the outstanding Borden common stock for $11 a share
payable in RJR Nabisco stock.

                   22.    If the option is exercised, KKR must purchase at
least 41% of the outstanding Borden common stock in the exchange offer if it
acquires any shares in the exchange offer.  If KKR acquires at least 41%, but
less than 51%, of Borden common stock in the exchange offer, the option must be
exercised by KKR, to the extent necessary for KKR to own at least 51% of the
outstanding Borden common stock.  KKR and Borden agreed that if a merger
agreement with Borden is not entered into by September 23, 1994, KKR will
purchase 19.9% of the outstanding common shares of Borden at $11 a share.




                                     -6-
   8

                   23.    The exchange offer for Borden will be conditioned on
the receipt by KKR of at least 41% of the outstanding Borden common stock.  It
is contemplated that following the completion of the exchange offer, KKR will
merge a newly formed corporation which it controls into Borden in a merger in
which holders of any then-outstanding Borden common stock will receive the same
consideration as holders of Borden common stock receive in the exchange offer.

                   24.    Plaintiffs seek to enjoin the consummation of the
imminent agreement between KKR and Borden whereby KKR would swap RJR Nabisco
Holding stock for all of the outstanding Borden common stock.

                   25.    The consideration proposed to be paid to class
members is unconscionable, unfair and grossly inadequate because, among other
things:

                   (a)    the intrinsic value of Borden's common stock is
materially in excess of the amount to be received by Borden stockholders in the
transaction giving due consideration to the Company's strategic value, the
recent market price of the Company's stock and Borden's brand name recognition;

                   (b)    the consideration agreed upon did not result from an
appropriate consideration of the value of Borden as





                                      -7-
   9
there was no opportunity to accurately ascertain Borden's value through open
bidding or a market check.

                   26.    The Individual Defendants have thus far failed to
announce any active auction or open bidding procedures best calculated to
maximize shareholder value.

                   27.    Borden's shareholders will, if the transaction is
consummated, be deprived of the opportunity for substantial gains which the
Company may realize.

                   28.    In announcing the transaction, the defendants have
failed to disclose among other things the full extent of the growth and value
potential of Borden and the expected increase in its profitability.

                   29.    The defendants have not, in accordance with their
fiduciary duties:

                   (a)    acted independently so that the interests of Borden's
public shareholders would be protected;

                   (b)    adequately ensured that no conflicts of interest
exist or if such conflicts exist to ensure that all conflicts would be resolved
in the best interests of Borden's public shareholders; and




                                     -8-
   10
                   (c)    taken all appropriate steps to enhance Borden's value
and attractiveness as a merger acquisition, restructuring or recapitalization
candidate.

                   30.    Because the Individual Defendants dominate and
control the business and corporate affairs of Borden, and are in possession of
private corporate information concerning Borden's assets, businesses and future
prospects, there exists an imbalance and disparity of knowledge and economic
power between them and the public stockholders of Borden which makes it
inherently unfair for them to pursue any proposed transaction wherein they will
reap disproportionate benefits to the exclusion of other means of maximizing
stockholder value.

                   31.    By reason of the foregoing acts, practices and course
of conduct, the defendants have failed to exercise ordinary care and diligence
in the exercise of their fiduciary obligations toward plaintiffs and the other
Borden public stockholders.

                   32.    As a result of the actions of defendants, plaintiffs
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of Borden's
assets and businesses and will be prevented from obtaining appropriate
consideration for their shares of Borden's common stock.



                                     -9-

   11
                   33.    Unless enjoined by this Court, the defendants will
continue to breach their fiduciary duties owed to plaintiffs and the other
members of the Class, and may consummate the proposed transaction which will
exclude the Class from its fair proportionate share of Borden's valuable assets
and businesses, and/or benefit them in the unfair manner complained of herein,
all to the irreparable harm of the Class, as aforesaid.

                   34.    Plaintiffs and the Class have no adequate remedy at
law.

                   WHEREFORE, plaintiffs demand judgment, as follows:

                   A.     Declaring this to be a proper class action;

                   B.     Ordering defendants to carry out their fiduciary
duties to plaintiffs and the other members of the Class, including those of due
care and candor;

                   C.     Rescinding any transactions effected by the
defendants in an unfair manner and for an unfair price and in the event such
transaction is consummated prior to trial, awarding rescissory damages;

                   D.     Enjoining the complained of transaction or any
related transactions;




                                     -10-
   12
                   E.     Ordering defendants, jointly and severally, to pay to
plaintiffs and the Class all damages suffered and to be suffered by them as a
result of the acts and transactions alleged herein;

                   F.     Ordering defendants, jointly and severally, to
account to plaintiffs and the Class for all profits realized and to be realized
by them as a result of the transaction complained of and pending such
accounting to hold such profits in a constructive trust for the benefit of
plaintiffs and the other members of the class;

                   G.     Awarding plaintiffs the costs and disbursements of
the action, including allowance for plaintiffs' reasonable attorneys' and
experts' fees; and

                   H.     Granting such other and further relief as may be just
and proper in the premises.

Dated:  September 12, 1994

                                    GOLDSTEIN TILL & LITE


                                    By:  /s/
                                         ---------------------------
                                         Allyn Z. Lite
                                         Joseph J. DePalma
                                         744 Broad Street, Suite 800
                                         Newark, New Jersey  07102
                                         Telephone:  (201) 623-3000





                                      -11-
   13
OF COUNSEL:

ABBEY & ELLIS                          BERNSTEIN LIEBHARD & LIFSHITZ
212 East 39th Street                   274 Madison Avenue
New York, New York  10016              New York, New York  10016
(212) 889-3700                         (212) 779-1414

KAUFMAN, MALCHMAN, KIRBY               SCHIFFRIN & CRAIG, LTD.
  & SQUIRE                             Three Bala Plaza East
919 Third Avenue                       Suite 500
New York, New York  10022              Bala Cynwyd, Pennsylvania  19004
(212) 371-6600                         (215) 667-7706




                                     -12-
   14
                      CERTIFICATION PURSUANT TO RULE 4:5-1


                 Pursuant to Rule 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other Court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for a matter entitled, Norman Weiss. et al. v. Borden Inc., et
al., filed in this Court on this date.  Also to the best of my belief, no other
action or arbitration proceeding is contemplated.  Further, other than the
parties set forth in this pleading, at the present time I know of no other
party that should be joined in the within action.

                             GOLDSTEIN TILL & LITE
                             Attorney for Plaintiff


                       By:  /s/
                            -----------------
                            Allyn Z. Lite


Dated:  September 13, 1994





                                      -13-

EX-99.42

   1





                                 Exhibit 99.42





   2

GOLDSTEIN TILL & LITE
Allyn Z. Lite, Esq.
744 Broad Street, Suite 800
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiffs

- - - - - - - - - - - - - - - - - - x
NORMAN WEISS, STELLA COHORSKY,    :    SUPERIOR COURT OF NEW JERSEY
ABRAHAM JOSEPH and ROBERT WARING  :    MERCER COUNTY
on behalf of themselves and all   :    CHANCERY DIVISION
others similarly situated,        :    DOCKET NO. MER-C-0138-94
                                  :
                 Plaintiffs,      :          Civil Action
                                  :
           -against-              :
                                  :
BORDEN INC., KOHLBERG KRAVIS      :
ROBERTS & CO., ERVIN R. SHAMES,   :     CLASS ACTION COMPLAINT
FRANK J. TASCO, H. BARCLAY        :
MORLEY, JOHN E. SEXTON,           :
FREDERICK E. HENNING, WILBERT J.  :
LEMELLE, ROBERT P. LUCIANO, and   :
PATRICIA CARRY STEWART,           :
                                  :
                 Defendants.      :
- - - - - - - - - - - - - - - - - - x



                 Plaintiffs, Norman Weiss who resides at 941 East 28th Street,
Brooklyn, New York 11210, Stella Cohorsky who resides at 25 Kirk Street,
Avenel, New Jersey 07001, Abraham Joseph who resides at 85 Taylor Street,
Apartment 15D, Brooklyn, New York 11211; and Robert Waring who resides at 
26 Wooley Lane, Great Neck, New York 11023, by their attorneys, allege upon
information and belief, based, in part, upon an investigation conducted by and
through the undersigned counsel, except with respect to their ownership of
Borden Inc. common stock and





   3
their suitability to serve as class representatives, which are alleged upon
personal knowledge, as follows:


                                  THE PARTIES

                   1.     Plaintiffs Norman Weiss, Stella Cohorsky, Abraham
Joseph and Robert Waring are and have been at all relevant times owners of
shares of the common stock of Borden Inc. ("Borden" or the "Company").

                   2.     Defendant Borden is a corporation organized and
existing under the laws of the State of New Jersey with its principal executive
offices located at 180 East Broad Street, Columbus, Ohio 43215.  Borden is an
international food company, with a diversified line of products among snack
foods, dairy products, household items and special market foods, including
cheese, yogurt, glue, pasta, frozen desserts, arts and crafts supplies,
caulking and industrial coatings.  Borden had, as of December 31, 1993,
approximately 141,358,035 shares of common stock issued and outstanding, which
shares are held by at least hundreds of shareholders of record and are traded
on the New York Stock Exchange.
 
                   3.     Defendant Kohlberg Kravis Roberts & Co. ("KKR") is a
corporate buyout firm located in New York, New York.  KKR is named as a 
defendant  herein because, as a party to the 

   4

proposed merger, it is a necessary party to be joined in this action in order 
to obtain the relief sought.

                   4.      (a)     Defendant Ervin R. Shames ("Shames") is and
has been at all relevant times the Company's President and Chief Executive
Officer and a director;

                  (b)      Defendant Frank J. Tasco ("Tasco") is and has been at
all relevant times the Company's Chairman of the Board of Directors;

                  (c)      Defendant H. Barclay Morley ("Morley") is and has
been at all relevant times a director of Borden;

                  (d)      Defendant John E. Sexton ("Sexton") is and has been
at all relevant times a director of Borden;

                  (e)      Defendant Frederick E. Henning ("Henning") is and has
been at all relevant times a director of Borden;

                  (f)      Defendant Wilbert J. Lemelle ("Lemelle") is and has
been at all relevant times a director of Borden;

                  (g)      Defendant Robert P. Luciano ("Luciano") is and has
been at all relevant times a director of Borden; and

                  (h)      Defendant Patricia Carry Stewart ("Stewart") is and
has been at all relevant times a director of Borden.





                                      -3-
   5
                 The defendants described in paragraphs 4(a)-(h) above are
hereinafter sometimes collectively referred to as the "individual defendants"
or the "director defendants."

                   5.     By virtue of the individual defendants' positions as
officers and/or directors of Borden, said individual defendants are in a
fiduciary relationship with the plaintiffs and other public shareholders of
Borden and owe plaintiffs and other members of the Class the highest obligation
of good faith, fair dealing, loyalty and due care.

                            CLASS ACTION ALLEGATIONS

                   6.     Plaintiffs bring this action individually and,
pursuant to R. 4:32 of the New Jersey Court Rules as a class action on behalf
of all shareholders of Borden, and their successors in interest who are or will
be threatened with injury arising from defendants' actions as more fully
described below (the "Class").  Excluded from the Class are defendants herein
and any person, firm, trust, corporation or other entity related to or
affiliated with any of the defendants.

                   7.     This action is properly maintainable as a class
action under the laws of the State of New Jersey for the following reasons:

                   (a)    The Class, which includes at least hundreds of
shareholders of record scattered throughout the United States 


                                     -4-

































   6
and foreign countries, is so numerous that joinder of all members is
impracticable.

                 (b)     there are questions of law and fact common to members
of the Class which predominate over any questions affecting only individual
members, including, inter alia, the following:

                           (i)   whether one or more of the defendants has
engaged in a plan and scheme to enrich themselves at the expense of Borden's
public shareholders;

                          (ii)   whether the defendants have breached their
fiduciary duties owed by them to plaintiffs and members of the Class and/or
have aided and abetted in such breach by virtue of their participation and/or
acquiescence and by their other conduct complained of herein;

                         (iii)   whether defendants have failed to fully
disclose the true value of Borden's assets and earning power, as well as the
future financial benefits they expect to derive, through the merger with KKR;

                          (iv)   whether the defendants have wrongfully failed
and refused to seek a purchaser of Borden at the highest possible price and
instead have sought to chill potential offers and acquire the valuable assets
of Borden for KKR at an unfair and inadequate price;



                                    - 5 -
   7

                          (v)     whether plaintiffs and the other members of
the Class will be irreparably damaged by the transactions complained of herein;

                         (vi)     whether defendants have breached, and/or
aided and abetted one another in the breach of, the fiduciary and other common
law duties owed by them to plaintiffs and the other members of the Class; and

                        (vii)     whether defendants are pursuing a scheme and
course of business designed to eliminate the public shareholders of Borden in
violation of the laws of the State of New Jersey.

                 (c)      The claims of plaintiffs are typical of the claims of
the other members of the Class, and plaintiffs have no interests that are
adverse or antagonistic to the interests of the Class.

                 (d)      Plaintiffs are committed to the vigorous prosecution
of this action and have retained competent counsel experienced in litigation of
this nature.  Accordingly, plaintiffs are adequate representatives of the Class
and will fairly and adequately protect the interests of the Class.



                                     -6-
   8
                   (e)    Plaintiffs anticipate that there will not be any
difficulty in the management of this litigation as a class action.

                   8.     For the reasons stated herein, a class action is
superior to other available methods for the fair and efficient adjudication of
this action.

                 FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS

                   9.     On or about December 22, 1993, Borden announced to
the financial news wire services that it was not engaged in any negotiations
for a sale or merger of the Company.  Borden announced that instead they would
restructure and that details would be announced in early January, 1994.

                   10.    On January 5, 1994, Borden announced the details of
its restructuring and refocusing plan.  The restructuring included $650 million
in charges to fourth-quarter 1993 earnings and the sale of the Company's North
American snacks, seafood and other units.  The units put up for sale
represented about $1.25 billion, or 20 percent, of Borden's projected sales of
$6.75 billion for 1993.  According to defendant Tasco:  "The goal of the
program is to build shareholder value by focusing on and revitalizing our best
businesses."  Defendant Shames stated that other key elements of the
restructuring plan included the introduction of new consumer-oriented marketing





                                      -7-
   9
programs to strengthen Borden's core food businesses of pasta, niche grocery
and international foods.  The restructuring plans also called for a turnaround
of Borden's domestic dairy business, largely through volume recovery and cost
reduction and retention of nearly all of the non-food businesses as important
contributors to current cash flow and earnings.

                   11.    Borden said the plans also called for cost reductions
phasing in over two years and reaching an annualized savings rate of $100
million to $125 million by the end of 1995.  Savings would be achieved through
a combination of divestments and gains in efficiency and productivity.

                   12.    On January 26, 1994, Borden announced that it expects
its restructuring, along with increased marketing and cost reductions, to
improve its performance in 1994.  Defendant Shames stated:  "I believe the new
restructuring plan that we are implementing will improve Borden's performance
and build shareholder value."  Shames also stated that Borden projects 1994
earnings at the upper end of the $0.75 to $1.00 per share range of estimates by
security analysts who follow Borden closely.  The press release also stated
that quarterly earnings are expected to strengthen after a marginally
profitable first quarter as momentum and cost savings build during the year.

                   13.    On April 25, 1994, Borden released its 1994 first
quarter earnings.  Defendant Shames stated in the press 



                                     -8-

   10
release disseminated to the investing public that:  "The fundamentals of our 
businesses have improved. Although there is much to be done throughout the 
North American Foods businesses, Borden is making significant gains in many 
areas in rebuilding volume and market share. . . .  We are making significant 
progress in our cost saving programs and running above our projection for 
increased cash flow."

                   14.    On May 16, 1994, Borden announced that it had sold
its Borden Foodservice Group to H.J. Heinz Co. for an undisclosed amount.  The
division had sales of $270 million in 1993 but has been unprofitable in recent
years.  Borden stated that: "We are moving ahead on schedule with our
divestment of businesses."

                   15.    On May 20, 1994, Borden announced the sale of three
additional businesses as part of its restructuring program.  Shames stated that
"[o]ur divestiture program is on track."

                   16.    On July 11, Borden announced that it had sold its
Bama Foods business to Welch's.  Terms of the transaction were not disclosed.
Shames stated:  "We are also making progress in our efforts to sell our salty
snacks business."

                   17.    On August 25, 1994, Borden announced that it has
finalized an agreement to sell its Jays Foods, Inc. snack





                                      -9-
   11
business to Special Foods Company.  Terms of the agreement were not disclosed.

                 18.    On September 12, 1994, Borden and KKR shocked the
market by announcing that KKR had agreed to acquire Borden in a transaction
valued at approximately $2 billion.

                 19.    Under the terms of the agreement, Borden shareholders
will receive RJR Nabisco Holdings Corp. ("RJR") stock owned by KKR worth
approximately $14.25 per Borden share.  The press release announcing the deal
stated inter alia:

                 It is contemplated that a definitive merger agreement will be
                 executed within two weeks.  The agreement will provide for an
                 exchange offer by KKR in which holders of Borden common stock
                 would have the right to exchange their shares for RJR Nabisco
                 common stock.  The exact number of RJR Nabisco shares to be
                 exchanged for each Borden share will be determined by dividing
                 $14.25 by the average of the high and low prices of RJR
                 nabisco stock for a 10-day trading period to be established in
                 the offer, provided that in no event will Borden stockholders
                 receive greater than 2.375 RJR Nabisco shares, nor less than
                 1.78125 RJR Nabisco shares for each Borden share.  The
                 transaction will be taxable to Borden shareholders.

                 20.    The press release also stated:

                 KKR also announced that in connection with its agreement with
                 Borden, RJR Nabisco Holdings Corp. has agreed in principle
                 that upon KKR's successful acquisition of 100% of Borden and
                 subject to certain other conditions, RJR Nabisco will issue
                 approximately $500 million in newly 



                                    - 10 -
   12
                 issued RJR Nabisco common shares for newly issued Borden 
                 shares priced at $14.25 each, representing a 20 percent pro 
                 forma interest in Borden.  RJR Nabisco also will receive a 
                 warrant to purchase an additional 10 percent interest in 
                 Borden as part of its investment.

                 "We believe that, after a full consideration of all the risks
                 and opportunities confronting Borden today, this transaction
                 is the best outcome for Borden shareholders," said Frank J.
                 Tasco, Chairman of Borden.  "The restructuring pursued since
                 January has resulted in volume and share gains in many of
                 Borden's businesses.  Moreover, the earnings trend is also
                 improving, but it is clear that additional investment in our
                 brands and in capital are needed in order to capture the
                 Company's potential. . . ."


                 21.      Also as part of the deal, Borden has agreed that at
the time a definitive merger agreement is entered into, Borden will grant KKR
an option to purchase from Borden up to 19.9% of the outstanding Borden common
stock for $11 per share payable in RJR Nabisco common stock.  If the option is
exercised, KKR must purchase at least 41% of the outstanding Borden common
stock in the exchange offer if it acquires any shares in the exchange offer.
If KKR acquires at least 41%, but less than 51%, of Borden common stock in the
exchange offer, the option must be exercised by KKR, to the extent necessary
for KKR to own at least 51% of the outstanding Borden common stock.  KKR has
also agreed that if a merger agreement is not entered into by September 23,
1994, KKR will, subject only to necessary regulatory approvals, purchase 19.9%
of the outstanding shares of Borden common stock for $11 per share.





                                      -11-
   13

                   22.    The proposed merger transaction is wrongful, unfair
and harmful to Borden's shareholders, including plaintiffs and the other Class
members, because just as Borden's restructuring efforts, whose cost was borne
by Borden shareholders, were bearing fruit and its earnings potential was on an
upswing, Borden and KKR are attempting to usurp from Borden's shareholders the
benefits of the restructuring.

                   23.    The proposed merger transaction is further wrongful,
unfair and harmful to Borden's shareholders, including plaintiffs and the other
Class members, and represents an attempt by the director defendants to
aggrandize their personal financial positions and interests and to enrich
themselves at the expense of and to the detriment of the Company's
shareholders.  The proposed transaction denies to plaintiffs and other Class
members their right to share proportionately in the true value of the Company's
assets and future growth in profits and earnings while usurping the same for
the benefit of KKR at an unfair and inadequate price.


                                  FIRST COUNT


                   24.    Defendants, acting in concert and aiding and abetting
one another, have violated their fiduciary duties owed to the public
shareholders of Borden and put their own personal interests and the interests
of KKR ahead of the interests of Borden's public shareholders, including
plaintiffs and the 


                                     -12-

   14

Class members, and have used their control positions as officers and directors 
of Borden, all as alleged herein, for the purpose of reaping high personal 
profits at the expense of the Company's public shareholders.

                   25.    In negotiating the proposed merger/acquisition of
Borden by KKR, defendants did not exercise good faith, fair dealing, loyalty
and due care by failing, among other things, to:

                   (a)    evaluate adequately the Company's worth as a
potential merger/acquisition candidate;

                   (b)    take sufficient steps to enhance Borden's value
and/or attractiveness as a merger/acquisition candidate;

                   (c)    expose the Company effectively in the marketplace to
create an active and open auction for the Company and its assets; and

                   (d)    act independently so that the interests of Borden's
public shareholders would be protected throughout the merger/acquisition
process.

                   26.    Furthermore, in granting a lock-up option to KKR for
19.9% of Borden's outstanding shares at a price of only $11, rather than the
$14.25 to be paid to Borden's shareholders, the defendants failed to achieve an
appropriate premium or





                                      -13-
   15
recognition of the added value of the Company that will result from it being
wholly-owned by KKR.

                   27.    In contemplating and implementing a plan to obtain
immediate financial rewards for themselves, the director defendants have failed
to act in the best interests of Borden's public shareholders by failing, among
other things, to:

                   (a)    undertake an adequate evaluation of the Company's
worth as a potential merger/acquisition candidate;

                   (b)    ensure that no conflicts of interest existed; and

                   (c)    act independently to ensure that the interests of
Borden's public shareholders would be protected.

                   28.    The director defendants have agreed among themselves
that they will not solicit any other proposal or initiate discussions with any
other persons or entities regarding any offer or proposal for the acquisition
of the business of Borden through merger, asset sale, stock sale or otherwise
while Borden is still a publicly held company.  Thus, the director defendants
have resolved to wrongfully obtain the valuable assets of Borden for KKR at a
bargain price, which under these circumstances, disproportionately benefits
them.  By secretly negotiating and implementing the merger/acquisition plan
while ignoring other options, the director defendants have 


                                     -14-

   16

violated their fiduciary duties to plaintiffs and other public shareholders of 
Borden.

                   29.    The strategy and tactics pursued by the defendants
are and will continue to be wrongful, unfair and harmful to Borden's public
shareholders, serve no legitimate business purpose of Borden and are
essentially designed to aggrandize the personal positions, interests and
finances of the director defendants at the expense of and to the detriment of
the Company's public shareholders.  The defendants' course of action will deny
plaintiffs and other Class members their right to share in the true value of
Borden's valuable assets, future earnings and profitable businesses to the same
extent that they would as Borden shareholders.

                   30.    In contemplating, devising and executing the
aforementioned course of conduct and in pursuing and structuring the proposed
merger/acquisition transaction, the director defendants have not acted in good
faith toward plaintiffs and other members of the Class and have breached, and
are continuing to breach, their fiduciary duties to plaintiffs and the Class.

                   31.    Since the director defendants, and those acting under
their direction and control, dominate and control the business and corporate
affairs of Borden, and because they are in possession of private corporate
information concerning





                                      -15-
   17
Borden's businesses and future prospects, there exists an imbalance and
disparity of knowledge and economic power between the defendants and the public
shareholders of Borden which makes defendants' course of action and the
contemplated transaction inherently unfair to Borden's public shareholders.
The proposed transaction will ensure that the director defendants will
disproportionately benefit from the value of Borden's assets and its future
financial prospects in contravention of the director defendants' fiduciary
duties to maximize the value of Borden's shares.

                   32.    Defendants have acted and are acting with knowledge
that the individual defendants, and each of them, have breached and are
breaching their fiduciary duties to Borden's public shareholders and have,
nevertheless, intentionally, recklessly or negligently induced, and/or aided
and abetted one another, in such breaches of fiduciary duties by the directors
of Borden.

                   33.    By virtue of the foregoing acts, practices and course
of action, the director defendants have failed to exercise due care and
diligence in compliance with their fiduciary obligations toward Borden and its
public shareholders.

                   34.    The acts and course of conduct complained of
hereinabove were willful, malicious and oppressive in that the defendants, and
each of them, knew that their actions, as 




                                    - 16 -
   18

enumerated herein, involve improper and illegal practices, violations of law 
and other acts completely foreign to the duties of officers and directors to 
carry out corporate affairs in a fair, just, honest and equitable manner.  By 
reason of the foregoing, plaintiffs and the Class are entitled to punitive 
damages.

                   35.    By virtue of the foregoing actions of the defendants,
plaintiffs and the Class have been, are and will be damaged in that they will
not receive the fair value of Borden's assets and business in exchange for
their Borden stock and have been, are and will be prevented from obtaining a
fair price for their shares of the Company's stock.

                   36.    Unless enjoined by this Court, the defendants will
continue in their harmful course of conduct and the director defendants will
continue to breach their fiduciary duties owed by them to plaintiffs and to the
Class and will exclude plaintiffs and the Class from receiving fair value for
their proportionate share of Borden's valuable assets and business, all to the
irreparable harm of plaintiffs and the Class.

                   37.    Plaintiffs have no adequate remedy at law.

                   WHEREFORE, plaintiffs, on behalf of themselves and the 
members of the Class, demands judgment as follows:





                                      -17-
   19

                 A.       Declaring that this lawsuit is properly maintainable
as a class action and certifying plaintiffs as representatives of the Class;

                 B.       Declaring that the defendants have committed a gross
abuse of trust and have breached (or aided and abetted such breach of) their
fiduciary and other duties owed to plaintiffs and the members of the Class;

                 C.       Declaring that the proposed transaction of
merger/acquisition of Borden by KKR is a legal nullity;

                 D.       Preliminarily and permanently enjoining the
defendants and their counsel, agents, employees and all persons acting under,
in concert with or for them from taking any steps necessary to accomplish or
implement the proposed merger of Borden with KKR at a price that is not fair
and equitable;

                 E.       In the event that the transaction is consummated,
rescinding it and setting it aside;

                 F.       Imposing a voting trust upon the shares of Borden
owned or controlled by defendants to restrain their ability to use their voting
control of the Company to effect the transaction;

                 G.       Awarding to plaintiffs and the Class compensatory and
punitive damages against the director defendants, jointly 


                                     -18-
   20

and severally, in an amount to be determined at trial, together with 
prejudgment interest, at the maximum rate allowable by law, from the date of 
the wrongs to the date of judgment herein;

                 H.       Awarding plaintiffs the costs and disbursements of
this action, including reasonable attorneys', accountants' and experts' fees;
and

                 I.       Granting such other and further relief as the Court
may deem just and proper.

DATED:  September 12, 1994

                                    GOLDSTEIN TILL & LITE


                                    By:  /s/
                                         ---------------------------
                                         Allyn Z. Lite
                                         744 Broad Street, Suite 800
                                         Newark, New Jersey  07102
                                         (201) 623-3000

                                         STULL, STULL & BRODY
                                         6 East 45th Street
                                         New York, New York  10017
                                         (212) 687-7230

                                         LAW OFFICES OF JOSEPH H.
                                           WEISS
                                         319 Fifth Avenue
                                         New York, New York  10016
                                         (212) 532-4171

                                         MILBERG WEISS BERSHAD
                                           HYNES & LERACH
                                         One Pennsylvania Plaza
                                         New York, New York  10119
                                         (212) 594-5300





                                      -19-
   21
                                         ROBERT D. ALLISON &
                                           ASSOCIATES
                                         Robert D. Allison, Esq.
                                         122 S. Michigan Avenue
                                         Chicago, Illinois  60603
                                         (312) 427-4500

                                         Attorneys for Plaintiffs




                                     -20-
   22
                       CERTIFICATION PURSUANT TO R. 4:5-1

                 Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for a matter entitled, Barbara Lilbin, et al. v. Borden Inc., 
et al., filed in this court on this date.  Also to the best of my belief, no 
other action or arbitration proceeding is contemplated.  Further, other than the
parties set forth in this pleading, at the present time I know of no other
party that should be joined in the within action.

                             GOLDSTEIN TILL & LITE


                                    By:  /s/
                                         -----------------------
                                         Allyn Z. Lite


Dated:  September 13, 1994





                                      -21-

EX-99.43

   1
 


                                 Exhibit 99.43





   2


GOLDSTEIN TILL & LITE
744 Broad Street, Suit 800
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiff

_______________________________________________x
                                               :    SUPERIOR COURT OF NEW JERSEY
BERNARD STEPAK, on behalf of himself           :    CHANCERY DIVISION
and all others similarly situated,             :    MERCER COUNTY
                                               :    DOCKET NO.
                        Plaintiff,             :
                                               :
                                               :
             v.                                :
                                               :    CLASS ACTION COMPLAINT
BORDEN INC., FRANK J. TASCO, ERVIN             :
R. SHAMES, FREDERICK E. HENNIG,                :
WILBERT J. LEMELLE, ROBERT P.                  :
LUCIANO, H. BARCLAY MORLEY, JOHN               :
E. SEXTON, PATRICIA CARRY STEWART              :
and KOHLBERG KRAVIS ROBERTS & CO.,             :
                                               :
                         Defendants.           :
_______________________________________________x


                 Plaintiff, by his attorneys, alleges upon information and
belief (said information and belief being based, in part, upon the
investigation conducted by and through his undersigned counsel), except with
respect to his ownership of Borden, Inc.  ("Borden" or the "Company") common
stock, and his suitability to serve as a class representative which are alleged
upon personal knowledge, as follows:





   3
                                    PARTIES


                   1.     Plaintiff, who resides at 76 W. 33rd Street, Bayonne,
New Jersey, is the owner of shares of defendant Borden.

                   2.     Defendant Borden is a corporation organized and
existing under the laws of the State of New Jersey.  Borden maintains its
principal offices at 180 East Broad Street, Columbus, Ohio 43215.  Borden is a
producer and distributor of a variety of consumer food products, consumer
adhesive and industrial adhesives.

                   3.     Defendant Kohlberg Kravis & Roberts Co. ("KKR") is a
corporation organized and existing under the laws of the State of Delaware with
its principal offices located in New York, New York.  KKR is a "buy-out firm"
that owns a substantial interest in, among others, RJR Nabisco Holdings Corp.
("RJR").

                   4.     Defendant Frank J. Tasco is Chairman of the Board of
Directors of Borden.

                   5.     Defendant Ervin S. Shames is President, Chief
Executive Officer and a Director of Borden.

                   6.     Defendant Frederick E. Hennig is a Director of Borden.



                                     -2-
   4

                   7.     Defendant Wilbert J. Lemelle is a Director of Borden.
                          
                   8.     Defendant Robert P. Luciano is a Director of Borden.

                   9.     Defendant H. Barclay Morley is a Director of Borden.

                   10.    Defendant John E. Sexton is a Director of Borden.

                   11.    Defendant Patricia Carry Stewart is a Director of
Borden.
                          
                   12.    The foregoing individual directors of Borden
(collectively the "Director Defendants") owe fiduciary duties to Borden and its
shareholders.

                            CLASS ACTION ALLEGATIONS


                   13.    Plaintiff brings this action upon Rule 4:32 of the
New Jersey Court Rules on his own behalf and as a class action on behalf of all
shareholders of defendant Borden (except defendants herein and any person,
firm, trust, corporation or other entity related to or affiliated with any of
the defendants) or their successors in interest, who have been or



                                     -3-

   5
will be adversely affected by the conduct of defendants alleged herein.

                   14.    This action is properly maintainable as a class
action for the following reasons:

                          (a)     The class of shareholders for whose benefit
this action is brought is so numerous that joinder of all class members is
impracticable.  As of April 22, 1994, there were over 141 million shares of
defendant Borden's common stock outstanding owned by tens of thousands of
shareholders of record.

                          (b)     There are questions of law and fact which are
common to members of the Class and which predominate over any questions
affecting any individual members.  The common questions include, inter alia,
the following:

                            i.    Whether one or more of the defendants has
engaged in a plan and scheme to enrich themselves at the expense of defendant
Borden's public stockholders;

                           ii.    Whether the Defendant Directors have breached
their fiduciary duties owed by them to plaintiff and members of the Class,
and/or have aided and abetted in such breach, by virtue of their participation
and/or acquiescence and by their other conduct complained of herein;




                                     -4-
   6


                          iii.    Whether defendants have failed to fully
disclose the true value of defendant Borden's assets and earning power and the
future financial benefits which they expect to derive from Borden's purchase by
KKR;

                          iv.     Whether the Defendant Directors have
wrongfully failed and refused to seek a purchaser of Borden at the highest
possible price and, instead, have sought to chill potential offers and allow
the valuable assets of defendant Borden to be acquired by defendant KKR at an
unfair and inadequate price;

                           v.     Whether defendant KKR has induced or aided
and abetted breaches of fiduciary duty by members of Borden's Board of
Directors;

                          vi.     Whether plaintiff and the other members of
the Class will be irreparably damaged by the transactions complained of herein;
and

                         vii.     Whether defendants have breached or aided and
abetted the breaches of the fiduciary and other common law duties owed by them
to plaintiff and the other members of the Class.

                   15.    Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.  The
claims of plaintiff are typical of


                                     -5-





   7
the claims of the other members of the Class and plaintiff has the same
interest as the other members of the Class.  Accordingly, plaintiff is an
adequate representative of the Class and will fairly and adequately protect the
interests of the Class.

                   16.    Plaintiff anticipates that there will not be any
difficulty in the management of this litigation.

                   17.    For the reasons stated herein, a class action is
superior to other available methods for the fair and efficient adjudication of
this action.

                               FACTUAL BACKGROUND


                   18.    On September 12, 1994, KKR and Borden announced that
they had agreed in principle to the acquisition of all of the outstanding
common stock of Borden by a KKR partnership in exchange for RJR stock owned by
that partnership, valued at $14.25 per Borden share, or a total of
approximately $2 billion.  The transaction is scheduled to close by September
23, 1994 (the "Transaction").  The Transaction has already been approved by the
Director Defendants.

                   19.    On Friday, September 9, 1994, Borden stock closed at
$11.625 per share.




                                     -6-
   8


                   20.    Although the purchase represents a small premium over
the most recent closing price of Borden stock, the Company's stock price
recently averaged between $15 and $20 per share.  In addition to the fact that
the price offered is unfair and inadequate, the Transaction also provides that
at the time a definitive merger agreement is entered into, Borden will grant
KKR a "lock up" option to purchase from Borden up to 19.9% of the outstanding
Borden common stock for $11 a share payable in RJR Nabisco stock.  If the
option is exercised, KKR must purchase at least 41% of the outstanding Borden
common stock in the exchange offer if it acquires any shares in the exchange
offer.  If KKR acquires at least 41%, but less than 51% of Borden common stock
in the exchange offer, the option must be exercised by KKR, to the extent
necessary for KKR to own at least 51% of the outstanding Borden common stock.
In the event any competing transaction is consummated, KKR would be paid
certain amounts under the merger agreement.  In addition, Defendants have
agreed that if a merger agreement with Borden is not entered into by
September 23, 1994, KKR will purchase 19.9% of the outstanding common shares
of Borden at only $11 a share.

                   21.    Further, RJR also announced on September 12, 1994
that it has reached an agreement in principle with KKR to acquire a minority
interest in Borden upon KKR's successful acquisition of 100 percent of Borden.
RJR will issue to Borden



                                     -7-

   9
approximately $500 million of newly issued RJR common shares for newly issued
Borden shares priced at $14.25 each, representing a 20 percent pro forma
interest in Borden.

                   22.    The Director Defendants and KKR have agreed that, if
the merger is consummated, senior management will remain in place and that
their compensation structure will be altered to provide greater incentive
compensation awards.  Also, a majority of the current directors will remain on
the Board.

                   23.    The proposed Transaction is wrongful, unfair and
harmful to Borden's public stockholders, the Class members, and represents an
attempt by defendants to aggrandize the personal and financial positions and
interests of board members at the expense of and to the detriment of the
stockholders of the Company.  The proposed transaction will deny plaintiff and
other Class members their rights to share appropriately in the true value of
the Company's assets and future growth in profits and earnings, while usurping
the same for the benefit of defendant KKR (and for RJR, of which KKR will
continue to own a substantial interest) at an unfair and inadequate price.

                          CLAIM AGAINST ALL DEFENDANTS

                   24.    Defendants other than KKR, acting in concert, have
violated their fiduciary duties owed to the public


                                     -8-

   10


shareholders of Borden and put their own personal interests and the interests
of defendant KKR ahead of the interests of the Borden public shareholders and
have used their control positions as officers and directors of Borden for the
purpose of reaping personal gain for board members at the expense of Borden's
public shareholders.

                   25.    The Defendant Directors failed to (1) undertake an
adequate evaluation of Borden's worth as a potential merger/acquisition
candidate; (2) take adequate steps to enhance Borden's value and/or
attractiveness as a merger/acquisition candidate; (3) effectively expose Borden
to the marketplace in an effort to create an active and open auction for
Borden; or (4) act independently so that the interest of the Company's public
shareholders would be protected.  Instead, defendants have set a price for the
shares of stock that does not reflect the true value of Borden and without an
appropriate premium.

                   26.    While the Defendant Directors of Borden should seek
out other possible purchasers of the assets of Borden or its stock in a manner
designed to obtain the highest possible price for Borden's shareholders, to
seek to enhance the value of Borden for all its current shareholders, they have
instead resolved to wrongfully allow KKR to obtain the valuable assets of
Borden at a bargain price, which under the circumstances here,
disproportionately benefits KKR.



                                     -9-

   11

                   27.    These tactics pursued by the defendants are, and will
continue to be, wrongful, unfair and harmful to Borden's public shareholders,
and are an attempt by certain defendants to aggrandize their personal
positions, interests and finances at the expense of and to the detriment of the
Borden public stockholders.  These maneuvers by the defendants will deny
members of the Class their right to share appropriately in the true value of
Borden's valuable assets, future earnings and profitable businesses to the same
extent as they would as Borden's shareholders.

                   28.    In contemplating, planning and/or effecting the
foregoing specified acts and in pursuing and structuring the Transaction,
defendants are not acting in good faith toward plaintiff and the Class, and
have breached, and are breaching, their fiduciary duties to plaintiff and the
Class.

                   29.    Because the Defendant Directors (and those acting in
concert with them) dominate and control the business and corporate affairs of
Borden and because they are in possession of private corporate information
concerning Borden's businesses and future prospects, there exists an imbalance
and disparity of knowledge and economic power between the defendants and the
public shareholders of Borden which makes it inherently unfair to Borden's
public shareholders.



                                     -10-
   12


                   30.    Defendant KKR has acted and is acting with knowledge
or with reckless disregard that the other defendants are in breach of their
fiduciary duties to Borden's public shareholders and have participated in such
breaches of fiduciary duties by the directors of Borden and thus are liable as
aiders and abettors.

                   31.    By reason of the foregoing acts, practices and course
of conduct, the Defendant Directors have failed to use the required care and
diligence in the exercise of their fiduciary obligations owed to Borden and its
public shareholders.

                   32.    As a result of the actions of the defendants,
plaintiff and the Class have been and will be damaged in that they will not
receive the fair value of Borden's assets and business in exchange for their
RJR shares, and have been and will be prevented from obtaining a fair price for
their shares of Borden common stock.

                   33.    Unless enjoined by the Court, the Defendant Directors
will continue to breach their fiduciary duties owed to plaintiff and the Class,
all to the irreparable harm of the Class.  Plaintiff has no adequate remedy at
law.

                 WHEREFORE, plaintiff demands judgment as follows:



                                     -11-

   13
                 WHEREFORE, plaintiff demands judgment as follows:

                 (a)      Declaring that this action may be maintained as a
class action;

                 (b)      Declaring that the proposed Transaction is unfair,
unjust and inequitable to plaintiff and the other members of the Class;

                 (c)      Enjoining preliminarily and permanently the
defendants from taking any steps necessary to accomplish or implement the
proposed merger of defendant Borden with defendant KKR at a price that is not
fair and equitable;

                 (d)      Requiring defendants to compensate plaintiff and the
members of the Class for all losses and damages suffered and to be suffered by
them as a result of the acts and transactions complained of herein, together
with prejudgment and post-judgment interest;

                 (e)      Awarding plaintiff the costs and disbursements of
this action, including reasonable attorneys', accountants', and experts' fees;
and



                                     -12-
   14


                 (f)      Granting such other and further relief as may be just
and proper.


Dated:  September 16, 1994


                             GOLDSTEIN TILL & LITE



                             By: /s/
                                ___________________________
                                Allyn Z. Lite
                                744 Broad Street
                                Newark, New Jersey  07102
                                (201) 623-3000



OF COUNSEL:

MICHAEL J. BONI
SETH I. GROSSMAN
HAROLD E. KOHN
JOSEPH C. KOHN
KOHN, NAST & GRAF, P.C.
1101 Market Street
Suite 2400
Philadelphia, Pennsylvania  19107
(215) 238-1700

Attorney for Plaintiffs



                                     -13-

   15
                       CERTIFICATION PURSUANT TO R. 4:5-1


                 Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for the matters entitled, Barbara Lubin, et al. v. Borden, Inc.,
et al., filed in this Court on September 13, 1994; Norman Weiss, et al. v.
Borden, Inc., et al., filed in this Court on September 13, 1994 and Jerry Krim,
et al. v. Borden Inc., et al., filed in this Court on September 14, 1994.  Also
to the best of my belief, no other action or arbitration proceeding is
contemplated.  Further, other than the parties set forth in this pleading, at
the present time I know of no other party that should be joined in the within
action.


                             GOLDSTEIN TILL & LITE


                             By: /s/
                                ________________________
                                Allyn Z. Lite


Dated:  September 16, 1994


                                     -14-

EX-99.44

   1






                                 Exhibit 99.44





   2


WILENTZ, GOLDMAN & SPITZER
Warren W. Wilentz, Esq.
Georgia Haglund, Esq.
90 Woodbridge Center Drive
Woodbridge, NJ  07095
Tel. (908) 636-8000

Attorneys for Plaintiffs

(Additional attorneys on signature page)


- - - - - - - - - - - - - - - - - - - -x
ROBERT STROUGO, THOMAS               :    SUPERIOR COURT OF NEW JERSEY
TASSONE, MOISE KATZ, CHARLES         :  
                                     :    CHANCERY DIVISION
MILLER and WILLIAM STEINER on        :    ________ COUNTY
behalf of themselves and all         :
others similarly situated,           :    DOCKET No. _________
                                     :
                         Plaintiffs, :    CLASS ACTION COMPLAINT
                                     :
        -against-                    :    JURY TRIAL DEMANDED
                                     :
BORDEN, INC., FREDERICK E.           :
HENNIG, WILBERT J. LEMELLE,          :
ROBERT P. LUCIANO, H. BARCLAY        :
MORLEY, JOHN E. SEXTON, ERVIN        :
R. SHAMES, PATRICIA CARRY            :
STEWART, and FRANK J. TASCO          :
                                     :
                          Defenants. :
- - - - - - - - - - - - - - - - - - - -x   
                                                    

                 Plaintiffs, by their attorneys, allege upon personal knowledge
as to themselves and their own acts, and upon information and belief based, in
part, upon the investigation conducted by counsel which included, among other
things, a review of the public financial filings of Borden, Inc. ("Borden")
with the Securities and Exchange Commission ("SEC"), news releases, and other
publicly published materials as follows:




   3
                             SUMMARY OF THE ACTION

                   1.     Plaintiffs bring this action, pursuant to R 4:32 of
the New Jersey Rules Governing Civil Practice, individually and on behalf of a
class of persons, other than defendants and persons in privity with them, who
own the common stock of Borden, Inc. ("Borden" or the "Company"), to enjoin
defendants from breaching their fiduciary duties in connection with the
proposed sale of Borden to Kohlberg Kravis Roberts & Co. ("KKR") and RJR
Nabisco Inc. ("RJR") in exchange for shares of the common stock of RJR at a
value of $14.25 worth of RJR stock for every one share of Borden (the
"Transaction" or "Offer").  Plaintiff alleges that, in light of the facts set
forth below, Borden's Board of Directors (the "Board"), all of whom have been
named as defendants in this action ("Individual Defendants", defined below),
have breached and are continuing to breach their fiduciary duties to the
stockholders of Borden which require defendants to take all reasonable steps to
assure the maximization of stockholder value.

                                    PARTIES

                   2.     Plaintiffs Robert Strougo, Thomas Tassone, Moise
Katz, Charles Miller and William Steiner are and were at all relevant times
shareholders of defendant Borden.

                                     -2-
   4


                   3.     Borden is a corporation duly organized and existing
under the laws of the State of New Jersey, with its principal place of business
located at 180 East Broad Street, Columbus, OH 43215.  Borden is primarily
engaged in the production and sale of various processed goods including, among
other things, dairy and pasta products.

                   4.     Defendant Frederick E. Hennig ("Hennig") has been a
Director since 1990.  He is a member of the committee on Officers' Compensation
and of the Executive, Audit and Nominating Committees of the Borden Board of
Directors.  The Audit Committee met three times in 1993.  The Executive
Committee did not meet in 1993.  The Nominating Committee, created in November
1993, met in February 1994 to review and propose nominees for election as
directors.  The Committee on Officers' Compensation met seven times in 1993.

                   5.     Defendant Wilbert J. Lemelle ("Lemelle") has been a
Director since 1987.  He is Chairman of the Audit Committee and a member of the
Executive and Nominating Committees and of the Committee on Officers'
Compensation of the Borden Board.

                   6.     Defendant Robert P. Luciano ("Luciano") has been a
Director since 1989.  He is Chairman of the Nominating Committee and a member
of the Audit and Executive Committees and of the Committee on Officers'
Compensation of the Borden Board.





                                      -3-
   5
                   7.     Defendant H. Barclay Morley ("Morley") has been a
Director since 1992.  He is Chairman of the Committee on Officers' Compensation
and a member of the Executive, Nominating and Pension Committees of the Borden
Board.  The Pension Committee met three times in 1993.

                   8.     Defendant John E. Sexton ("Sexton") was elected to
the Board in 1994.

                   9.     Defendant Ervin R. Shames ("Shames") has been Chief
Executive Officer and a Director since 1993.  He is a member of the Executive
and Pension committees of the Borden Board.

                   10.    Defendant Patricia Carry Stewart ("Stewart") has been
a Director since 1976.  She is Chair of the Pension Committee and a member of
the Executive, Audit and Nominating Committees of the Borden Board.

                   11.    Defendant Frank J. Tasco has been a Director since
1988 and the Chairman of the Board since December 9, 1993.  He is Chairman of
the Executive Committee and a member of the Pension Committee of the Borden
Board.  In addition to his compensation as a Director, he is to be paid
$100,000 per quarter to serve as Chairman of the Board.

                   12.    The individuals named in paragraphs 4 through 11 are
hereinafter referred to as the "Individual Defendants."

                                     -4-
   6


Each Director who is not currently an employee of the Company is paid a
retainer of $28,000 per annum and a per meeting fee of $1,000 for each meeting
of the Board or of any Committee thereof.  In addition, non-employee Committee
Chairmen are paid an additional annual retainer of $1,000.

                   13.    By reason of their positions and because of their
ability to control the business and corporate affairs of Borden at all relevant
times, the Individual Defendants owed and owe Borden's shareholders fiduciary
obligations of fidelity, trust, loyalty, and due care, and were and are
required to use their utmost ability to control and supervise Borden in a fair,
informed, just and equitable manner and to act in furtherance of the best
interests of Borden and its shareholders.

                            CLASS ACTION ALLEGATIONS

                   14.    Plaintiffs bring this action on their own behalf and
as a class action, pursuant to R 4:32 of the New Jersey Rules Governing Civil
Practice, on behalf of all shareholders of Borden (except the defendants herein
and any person, firm, trust, corporation, or other entity related to or
affiliated with any of the defendants) who are or will be threatened with
injury arising from defendants' actions as more fully described herein (the
"Class").





                                      -5-
   7
                   15.   This action is properly maintainable as a class action.

                   16.   The Class is so numerous that joinder of all members
is impracticable.  As of June 30, 1994, Borden had approximately 141,424,181
shares of common stock outstanding and approximately 41,000 shareholders of
record, who are located throughout the United States.  Borden's common stock
trades on the New York Stock Exchange ("NYSE").

                   17.    There are questions of law and fact common to the
Class that predominate over questions affecting only individual Class members.
The common questions include, inter alia, the following:

                   (a)    Whether the Individual Defendants have breached their
fiduciary duties owed by them to plaintiffs and to the other members of the
Class;

                   (b)    Whether the conduct of the Individual Defendants has
prevented and is preventing plaintiffs and the Class from receiving the maximum
value per share that could be received in a corporate transaction free from the
restraints imposed by the Individual Defendants; and

                   (c)    Whether plaintiffs and the other members of the class
will suffer irreparable harm if the wrongful acts alleged in this complaint are
not enjoined.

                                     -6-

   8


                   18.    Plaintiffs are committed to prosecuting this action
and have retained competent counsel experienced in shareholder litigation of
this nature.  Plaintiffs' claims are typical of the claims of other members of
the Class and plaintiffs have the same interests as the other members of the
Class.  Plaintiffs and their counsel will fairly and adequately represent the
interests of the Class.

                   19.    Plaintiffs do not anticipate any unusual difficulties
in the management of this action as a class action.

                   20.    A class action is superior to other available methods
for the fair and efficient adjudication of the controversy.

                                CLAIM FOR RELIEF

                   21.    In the very recent past, Borden, a well known
manufacturer of dairy and other food products, has experienced a significant
decline in its profitability.  Borden's recent difficulties have been tied to
several primary factors, including, mismanagement, the incurrence of excessive
debt to finance numerous acquisitions, and several recent restructurings.

                   22.    Over the past several years, Borden, under the
stewardship of its former chief executives, Romeo J. Ventres





                                      -7-
   9
("Ventres") and Anthony S. D'Amato ("D'Amato"), has suffered an abysmal decline
in its financial performance.  In fact, the Company's proxy statement dated
April 8, 1994 (the "1994 Proxy") includes a comparison of Borden's performance,
as measured by cumulative total shareholder return on its common stock, with
the S&P 500 and the S&F Food and Chemical Indexes that highlights Borden's
decline:



                                                   1991         1992            1993
                                                                        

Borden, Inc.                                       120.7        110.2           68.3]

S&P 500 Stock Index                                166.1        178.7          196.7

S&P Food Index                                     214.2        214.2          196.0

S&P Chemical                                       143.0        156.6          175.2




                   23.    Thus, as indicated by the foregoing, while Borden has
experienced significant performance declines, the performance of market and
companies in the two primary industries in which Borden derives revenues and
profits have significantly improved.  A large measure of Borden's dismal
performance can be traced to Messrs. Ventres' and D'Amato's ill fated campaign
to acquire nonsynergistic companies without proper due diligence and without
consideration of the effect on Borden of incurring excessive debt to complete
such acquisitions.  Between 1986 and 1991, the Company spent almost 
$2

                                     -8-

   10


billion on 91 different acquisitions.  As noted in a recent Wall Street Journal
article:

                 Once prominent, Borden is seemingly invisible these days, with
                 little advertising and marketing and a hodgepodge of small
                 products.  Sales and profits in every major division are
                 declining.  It has shed thousands of workers, slashed its
                 dividend by 75% and, since 1989, taken $1.5 billion in
                 restructuring charges -- a huge sum for a company with $7.14
                 billion in 1992 sales.  In the third quarter, the company
                 posted its ninth consecutive quarterly decline in operating
                 earnings.  Borden's stock, which peaked in 1991 at $38.75,
                 closed [on January 17, 1994] at $15.


                   24.    As detailed in the article, Borden reeled from
acquisition to acquisition, pressing senior managers to move quickly, often
spending "as little as two weeks conducting due diligence before agreeing to
acquisitions", according to one former Borden executive.  As Han Kim, a
twenty-year Borden veteran notes, "we were hurriedly buying companies for the
sake of buying companies."

                   25.    For example, in 1987, Borden acquired Laura Scudder's
snack-food line for $100 million; however, unbeknownst to Borden (due to
inadequate due diligence), Laura Scudder faced significant union difficulties
which led to Borden's closing of all Laura Scudder plants in California,
roughly one year after the acquisition.





                                      -9-
   11
                   26.    In December of 1993, D'Amato, resigned his position 
with Borden and a new management team led by Ervin R.  Shames was brought in 
to re-energize the Company, oversee a new restructuring plan and/or aid in the 
sale of the Company.  Although significant damage has already been visited on 
Borden, its many franchise brand names and products, including the Bravo and 
Wise snack food product lines and Borden dairy products continue to retain sig-
nificant value. In an effort to turn around Borden's dismal slide, new manage-
ment has taken substantial restructuring charges which have further driven 
down Borden's stock price.

                   27.    On or about August 30, 1994, Moody's Investors
Service Inc. ("Moody's") lowered the long-term debt and commercial paper
ratings of Borden to Baa3 from Baa2 and to Prime-3 from Prime-2, respectively,
and kept these ratings on review for further possible downgrade.  "The
downgrade is based on Borden's weaker than anticipated operating performance
and the expectation that bondholder protection measurements will remain 
weak. . . .", according to Moody's.

                   28.    Borden's stock, which traded as high as $29.125 in
1993 and at $19.875 only a year ago, has continued to sag in 1994, recently
falling below $12 per share to its nine year low.

                                     -10-
   12


                   29.    Having taken significant restructuring charges, and
terminated former managers, Borden is now in a position to develop the full
value of its many well known brands and clearly has been trading at a discount
that does not reflect the full value of its assets.  Indeed, as recently as
September 13, 1994, the Wall Street Journal reported that Borden's managers
were still "hoping for time to turn around the company."

                   30.    On September 12, 1994, prior to the NYSE opening, the
Dow Jones Newswire reported that Borden had agreed to a KKR offer to swap RJR
stock owned by KKR for all of Borden's outstanding common stock, valued at
approximately $14.25 per Borden share, a premium of 22.6% (Borden stock had
closed at $11.625 on Friday, September 9, 1994).  The exact number of RJR
Nabisco shares to be exchanged for each Borden share will be determined by
dividing $14.25 by the average of the high and low prices of RJR Nabisco stock
for a 10-day trading period to be established in the Offer, provided that in no
event will Borden stockholders receive greater than 2.375 RJR shares, nor less
than 1.78125 RJR shares for each Borden share.

                   31.    In connection with its agreement with Borden, RJR has
agreed in principle that upon KKR's acquisition of 100% of Borden and subject
to certain other conditions, RJR will issue about $500 million of its newly
issued common shares for newly issued Borden shares priced at $14.25 each,
representing





                                      -11-
   13
a 20% pro forma interest in Borden.  RJR also will receive a warrant to
purchase an additional 10% interest in Borden as part of its investment.

                   32.    KKR announced that Borden has agreed that at the time
a definitive merger agreement is entered into, Borden will grant KKR an option
to purchase from Borden up to 19.9% of the outstanding Borden common stock for
$11 a share payable in RJR Nabisco stock.  If the option is exercised, KKR must
purchase at least 41% of the outstanding Borden common stock in the exchange
offer if it acquires any shares in the exchange offer.  If KKR acquires at
least 41%, but less than 51% of Borden common stock in the exchange offer, the
option must be exercised by KKR, to the extent necessary for KKR to own at
least 51% of the outstanding Borden common stock.  KKR will not obtain any
economic gain from the option in the event any competing transaction
consummated, but would be paid certain amounts under the merger agreement in
such circumstances.

                   33.    Commenting on the proposed merger, the Dow Jones
Newswire reported Borden Chairman Tasco as stating:

                   We believe that, after a full consideration of all the risks
                   and opportunities confronting Borden today, this transaction
                   is the best outcome for Borden shareholders.  The
                   restructuring pursued since January has resulted in volume
                   and share gains in many of Borden's businesses.  Moreover,
                   the earnings trend is also improving, but it is clear that
                   additional investment in our brands and in capital are

                                     -12-
   14


                   needed in order to capture the company's potential.
                   Therefore, after exploration of a full range of
                   alternatives, the board has concluded that KKR's proposal
                   presents the best opportunity for Borden's shareholders,
                   customers and associates.  (Emphasis added).

                   34.    Thus, despite Borden's direct acknowledgment that the
Company had turned the corner and had begun to show positive signs of recovery
as a result of the change in management and the most recent restructuring,
defendants are attempting to sell the Company, at an unfair price in order to
preserve their management positions with the commensurate salary and
perquisites enuring to their benefit, while curtailing the right of Borden
shareholders' to participate in the long-awaited turnaround in the Company's
fortunes.  Contrary to Borden's assertion that this is "the best outcome for
shareholders", according to an article in the September 13, 1994 New York
Times, "most [analysts] agreed that Borden was being bought at a fire-sale
price."  Moreover, the article continues, "[a]lmost all Borden holders will be
selling at a loss if this deal goes through."  Yet perhaps even worse, Borden
shareholders will be receiving shares of a company (RJR) that they did not
decide to purchase and one with significant problems and declining value.

                   35.    As of December 1993, Borden has been seeking a buyer
for the Company or some form of capital infusion to fully realize its
potential.  Consequently, the Board has fiduciary





                                      -13-
   15
duties to shop the Company to the highest bidder and to maximize shareholder
value and may not blindly accept the first offer to come along that would allow
management to retain their positions with the Company.

                   36.    The Individual Defendants' fiduciary obligations
require them to:

                   (a)    undertake an appropriate evaluation of alternatives
designed to maximize value for Borden's public stockholders; including separate
sales of Borden's dairy and/or other businesses;

                   (b)    act independently, by, among other things, appointing
a disinterested committee so that the interests of Borden's public stockholders
would be protected, or alternatively, appointing a shareholder committee to
review all bona fide offers;

                   (c)    take all appropriate steps to enhance Borden's value
and attractiveness as a merger or acquisition candidate;

                   (d)    cooperate with all persons having a bona fide
interest in proposing any transaction that would maximize shareholder value;

                                     -14-

   16


                   (e)    take all steps to create an active market for Borden
in order to maximize shareholder value in a free and unfettered auction; and

                   (f)    adequately ensure that no conflicts of interest exist
between the Individual Defendants' own interests and their fiduciary obligation
to the public stockholders or, if such conflicts exist, to ensure that all such
conflicts are resolved in favor of Borden's public shareholders.

                   37.    In failing to perform the acts set forth in paragraph
36, defendants are not acting in good faith to the Class, and have breached and
are breaching their fiduciary duties to the Class.

                   38.    Defendants, in violation of their fiduciary
obligations, have failed to act in a manner designed to maximize stockholder
value Borden's public stockholders.

                   39.    The Offer by KKR will deny Class members the
opportunity to share proportionately in the true value of Borden's assets,
profitable business, and future growth in profits and earnings.

                   40.    By reason of the foregoing acts, practices and course
of conduct, the Individual Defendants have been grossly negligent in the
exercise of their fiduciary obligations toward plaintiffs and the other Borden
public shareholders.





                                      -15-
   17

                   41.    Unless enjoined by this Court, the Individual
Defendants will continue to breach their fiduciary duties owed to plaintiffs
and the other members of the Class, all to the irreparable harm of the Class,
as described above.

                   42.    Plaintiffs and the other members of the Class have no
adequate remedy at law.

                 WHEREFORE, plaintiffs demand judgment, as follows:

                   (a)    declaring this to be a proper class action with
plaintiffs as the representatives of the Class;

                   (b)    declaring that the defendants and each of them have
committed a gross abuse of trust and have breached their fiduciary duties to
plaintiffs and the other members of the Class;

                   (c)    directing the Individual Defendants to discharge
their fiduciary duties to plaintiffs and the other members of the Class by
announcing their intentions to:

                          (1)     act independently on a fully informed basis
in the best interests of Borden's public shareholders;

                          (2)     undertake an appropriate evaluation of
alternatives designed to maximize value for Borden's public

                                     -16-
   18


stockholders; including separate sales of Borden's dairy and/or other
businesses;

                          (3)     take all appropriate steps to enhance
Borden's value and attractiveness of a merger or acquisition candidate;

                          (4)     cooperate with all persons having a bona fide
interest in proposing any transaction that would maximize shareholder value;

                          (5)     take all steps to create an active auction
for Borden in order to maximize shareholder value; and

                          (6)     adequately ensure that no conflicts of
interest exist between defendants' own interests and their fiduciary obligation
to maximize shareholder value or, if such conflicts exist, to ensure that all
such conflicts are resolved in favor of Borden's public shareholders;

                   (d)    preliminarily and permanently enjoining defendants
and all persons acting under, in concert with, or for them, from breaching
their fiduciary duties to plaintiff and the Class;

                   (e)    ordering defendants to permit a stockholders'
committee comprised of Class members and their representatives to ensure a fair
procedure, adequate procedural safe-guards,





                                      -17-
   19
and independent input by plaintiffs and the Class in connection with any
transaction for the assets and/or common stock of Borden;

                   (f)    awarding plaintiffs and the Class compensatory
damages;

                   (g)    awarding plaintiffs the costs and disbursements of
the action, including a reasonable allowance for attorneys' and experts' fees;
and

                   (h)    granting such other and further relief as may be just
and proper in the premises.

Dated:  September 13, 1994

                           Respectfully submitted,

                           WILENTZ, GOLDMAN & SPITZER


                       By: /s/
                           _____________________________
                           Warren W. Wilentz, Esq.
                           Georgia Haglund, Esq.
                           90 Woodbridge Canter Drive
                           Woodbridge, NJ  07095
                           (908) 636-8000
                           
                           Liaison Counsel for Plaintiff


                                     -18-
   20


OF COUNSEL:

WECHSLER SKIRNICK HARWOOD
  HALEBIAN & FEFFER
Stuart D. Wechsler, Esq.
Andrew D. Friedman, Esq.
555 Madison Avenue
New York, NY  10022
Tel. (212) 935-7400

Attorneys for Robert Strougo


GARWIN, BRONZAFT, GERSTEIN
  & FISHER
Scott W. Fisher, Esq.
Jerald M. Stein, Esq.
1501 Broadway, Suite 1416
New York, NY  10036
Tel. (212) 398-0055
Fax:  (212) 764-6620

Attorneys for Thomas Tassone


ARNOLD A. GERSHON, P.C.
Arnold A. Gershon, Esq.
295 Madison Avenue
Room 807
New York, New York  10017
(212) 684-3033

Attorney for Moise Katz


ELWOOD S. SIMON & ASSOCIATES, P.C.
Elwood S. Simon, Esq.
Bloomfield Center, Suite 315
1533 N. Woodward Avenue
Bloomfield Hills, Michigan  48304
(810) 646-9730

Attorneys for Charles Miller





                                      -19-
   21
LAW OFFICES OF ZACHARY A. STARR
Zachary A. Starr, Esq.
275 Madison Avenue
New York, New York  10016
(212) 806-5535

Attorneys for William Steiner








                                     -20-

   22


                            RULE 4:5-1 CERTIFICATION

                 I hereby certify that upon information and belief there may be
other actions now pending against Borden Inc. and the Individual Defendants for
similar relief.  However, plaintiffs are not parties to any other actions.
Moreover, I am unaware of any arbitration proceeding and no such other action
or arbitration proceeding is contemplated by plaintiffs; and there are no other
parties who, to the best of my knowledge, should be joined in this action at
this time.

                 I hereby certify that the foregoing statements made by me are
true.  I am aware that if any of the foregoing statements made by me are
willfully false, I am subject to punishment.

                                                   _____________________________
                                                        GEORGIA HAGLUND, ESQ.


DATED:  September 13, 1994





                                      -21-

EX-99.45

   1




                                 Exhibit 99.45





   2


GOLDSTEIN, TILL LITE
Allyn Z. Lite, Esq.
Amy M. Riel, Esq.
744 Broad Street, Suite 800
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiff


- - - - - - - - - - - - - - - - - - -x
JERRY KRIM, on behalf of himself    :    SUPERIOR COURT OF NEW JERSEY
and all others similarly situated,  :    CHANCERY DIVISION
                                    :    MERCER COUNTY
                 Plaintiff,         :    DOCKET NO.
                                    :
                 v.                 :
                                    :
BORDEN INC., FRANK J. TASCO, ERVIN  :    CLASS ACTION COMPLAINT
R. SHAMES, FREDERICK E. HENNIG,     :
WILBERT J. LEMELLE, ROBERT P.       :
LUCIANO, H. BARCLAY MORLEY, JOHN    :
E. SEXTON, PATRICIA CARRY STEWART   :
and KOHLBERG KRAVIS ROBERTS & CO.,  :
                                    :
                 Defendants.        :
- - - - - - - - - - - - - - - - - - -x


                 Plaintiff, by his attorneys, alleges upon information and
belief (said information and belief being based, in part, upon the
investigation conducted by and through his undersigned counsel), except with
respect to his ownership of Borden, Inc.  ("Borden" or the "Company") common
stock, and his suitability to, serve as a class representative which are
alleged upon personal knowledge, as follows:





   3
                                    PARTIES

                   1.     Plaintiff, Jerry Krim, who resides at 4623 North
Carlin Spring Road, Arlington, Virginia 22203, is the owner of shares of
defendant Borden and has been the owner continuously of such shares since prior
to the wrongs complained of herein.  He is a resident of the State of Virginia.

                   2.     Defendant Borden is a corporation organized and
existing under the laws of the State of New Jersey.  Borden maintains its
principal offices at 180 East Broad Street, Columbus, Ohio 43215.  Borden is a
producer and distributer of a variety of consumer food products, consumer
adhesives and industrial adhesives.

                   3.     Defendant Kohlberg Kravis & Roberts Co. ("KKR") is a
corporation organized and existing under the laws of the State of Delaware with
its principal offices located in New York, New York.  KKR is a "buyout firm"
that owns a substantial interest in, among others, RJR Nabisco Holdings Corp.
("RJR").

                   4.     Defendant Frank J. Tasco is Chairman of the Board of
Directors of Borden.

                   5.     Defendant Ervin S. Shames is and at all relevant
times hereto has been President, Chief Executive Officer and a Director of
Borden.

                                     -2-
 
   4
                   6.     Defendant Frederick E. Hennig is and at all relevant
times hereto has been a Director of Borden.

                   7.     Defendant Wilbert J. Lemelle is and at all relevant
times hereto has been a Director of Borden.

                   8.     Defendant Robert P. Luciano is and at all relevant
times hereto has been a Director of Borden.

                   9.     Defendant H. Barclay Morley is and at all relevant
times hereto has been a Director of Borden.

                   10.    Defendant John E. Sexton is and at all relevant times
hereto has been a Director of Borden.

                   11.    Defendant Patricia Carry Stewart is and at all
relevant times hereto has been a Director of Borden.

                   12.    The foregoing individual directors of Borden
(collectively the "Director Defendants") owe the fiduciary duties of good
faith, fair dealing, loyalty and full, candid and adequate disclosure to Borden
and its shareholders.

                            CLASS ACTION ALLEGATIONS

                   13.    Plaintiff brings this action on his own behalf and as
a class action on behalf of all shareholders of defendant Borden (except
defendants herein and any person, firm, trust, corporation or other entity
related to or affiliated





                                      -3-
   5
with any of the defendants) or their successors in interest, who have been or
will be adversely affected by the conduct of defendants alleged herein.

                   14.    This action is properly maintainable as a class
action for the following reasons:

                   (a)    The class of shareholders for whose benefit this
action is brought is so numerous that joinder of all class members is
impracticable.  As of April 22, 1994, there were over 141 million shares of
defendant Borden's common stock outstanding owned by tens of thousands of
shareholders of record.

                   (b)    There are questions of law and fact which are common
to members of the Class and which predominate over any questions affecting any
individual members.  The common questions include, inter alia, the following:

                   i.     Whether one or more of the defendants has engaged in
a plan and scheme to enrich themselves at the expense of defendant Borden's
public stockholders;

                   ii.    Whether the Defendant Directors have breached their
fiduciary duties owed by them to plaintiff and members of the Class, and/or
have aided and abetted in such breach, by virtue of their participation and/or
acquiescence and by their other conduct complained of herein;



                                     -4-
   6

                   iii.    Whether defendants have failed to fully disclose the
true value of defendant Borden's assets and earning power and the future
financial benefits which they expect to derive from Borden's purchase by KKR;

                    iv.    Whether the Defendant Directors have wrongfully
failed and refused to seek a purchaser of Borden at the highest possible price
and, instead, have sought to chill potential offers and allow the valuable
assets of defendant Borden to be acquired by defendant KKR at an unfair and
inadequate price;

                     v.    Whether defendant KKR has induced or aided and
abetted breaches of fiduciary duty by members of Borden's Board of Directors;

                    vi.    Whether plaintiff and the other members of the Class
will be irreparably damaged by the transactions complained of herein; and

                   vii.    Whether defendants have breached or aided and abetted
the breaches of the fiduciary and other common law duties owed by them to
plaintiff and the other members of the Class.

                   15.     Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.  The
claims of plaintiff are typical





                                      -5-
   7
of the claims of the other members of the Class and plaintiff has the same
interest as the other members of the Class.  Accordingly, plaintiff is an
adequate representative of the Class and will fairly and adequately protect the
interests of the Class.

                   16.    Plaintiff anticipates that there will not be any
difficulty in the management of this litigation.

                   17.    For the reasons stated herein, a class action is
superior to other available methods for the fair and efficient adjudication of
this action.

                               FACTUAL BACKGROUND

                   18.    On September 12, 1994, KKR and Borden announced that
they had agreed in principle to the acquisition of all of the outstanding
common stock of Borden by a KKR partnership in exchange for RJR stock owned by
that partnership, valued at $14.25 per Borden share, or a total of
approximately $2 billion.  The transaction is scheduled to close by September
23, 1994 (the "Transaction").  The Transaction has already been approved by the
Director Defendants.

                   19.    On Friday, September 9, 1994, Borden stock closed at
$11.625 per share.


                                     -6-
   8
                   20.    Although the purchase price represents a small
premium over the most recent closing price of Borden stock, the Company's stock
price recently averaged between $15 and $20 per share.  In addition to the fact
that the price offered is unfair and inadequate, the Transaction also provides
that at the time a definitive merger agreement is entered into, Borden will
grant KKR a "lock up" option to purchase from Borden up to 19.9% of the
outstanding Borden common stock for $11 a share payable in RJR Nabisco stock.
If the option is exercised, KKR must purchase at least 41% of the outstanding
Borden common stock in the exchange offer if it acquires any shares in the
exchange offer.  If KKR acquires at least 41%, but less than 51% of Borden
common stock in the exchange offer, the option must be exercised by KKR, to the
extent necessary for KKR to own at least 51% of the outstanding Borden common
stock.  In the event any competing transaction is consummated, KKR would be
paid certain amounts under the merger agreement.  In addition, Defendants have
agreed that if a merger agreement with Borden is not entered into by September
23, 1994, KKR will purchase 19.9% of the outstanding common shares of Borden at
only $11 a share.

                   21.    Further, RJR also announced on September 12, 1994
that it has reached an agreement in principle with KKR to acquire a minority
interest in Borden upon KKR's successful acquisition of 100 percent of Borden.
RJR will issue to Borden





                                      -7-
   9
approximately $500 million of newly issued RJR common shares for newly issued
Borden shares priced at $14.25 each, representing a 20 percent pro forma
interest in Borden.

                   22.    The Director Defendants and KKR have agreed that, if
the merger is consummated, senior management will remain in place and that
their compensation structure will be altered to provide greater incentive
compensation awards.  Also, a majority of the current directors will remain on
the Board.

                   23.    The proposed Transaction is wrongful, unfair and
harmful to Borden's public stockholders, the Class members, and represents an
attempt by defendants to aggrandize the personal and financial positions and
interests of board members at the expense of and to the detriment of the
stockholders of the Company.  The proposed transaction will deny plaintiff and
other Class members their rights to share appropriately in the true value of
the Company's assets and future growth in profits and earnings, while usurping
the same for the benefit of defendant KKR (and for RJR, of which KKR will
continue to own a substantial interest) at an unfair and inadequate price.

                          CLAIM AGAINST ALL DEFENDANTS

                   24.    Defendants other than KKR, acting in concert, have
violated their fiduciary duties owed to the public 
 


                                     -8-
   10

shareholders of Borden and put their own personal interests and the interests
of defendant KKR ahead of the interests of the Borden public shareholders and
have used their control positions as officers and directors of Borden for the
purpose of reaping personal gain for board members at the expense of Borden's
public shareholders.

                   25.    The Defendant Directors failed to (1) undertake an
adequate evaluation of Borden's worth as a potential merger/acquisition
candidate; (2) take adequate steps to enhance Borden's value and/or
attractiveness as a merger/acquisition candidate; (3) effectively expose Borden
to the marketplace in an effort to create an active and open auction for
Borden; or (4) act independently so that the interest of the Company's public
shareholders would be protected.  Instead, defendants have set a price for the
shares of stock that does not reflect the true value of Borden and without an
appropriate premium.

                   26.    While the Defendant Directors of Borden should seek
out other possible purchasers of the assets of Borden or its stock in a manner
designed to obtain the highest possible price for Borden's shareholders, or
seek to enhance the value of Borden for all its current shareholders, they have
instead resolved to wrongfully allow KKR to obtain the valuable assets of
Borden at a bargain price, which under the circumstances here,
disproportionately benefits KKR.





                                      -9-
   11

                   27.    These tactics pursued by the defendants are, and will
continue to be, wrongful, unfair and harmful to Borden's public shareholders,
and are an attempt by certain defendants to aggrandize their personal
positions, interests and finances at the expense of and to the detriment of the
Borden public stockholders.  These maneuvers by the defendants will deny
members of the Class their right to share appropriately in the true value of
Borden's valuable assets, future earnings and profitable businesses to the same
extent as they would as Borden's shareholders.

                   28.    In contemplating, planning and/or effecting the
foregoing specified acts and in pursuing and structuring the Transaction,
defendants are not acting in good faith toward plaintiff and the Class, and
have breached, and are breaching, their fiduciary duties to plaintiff and the
Class.

                   29.    Because the Defendant Directors (and those acting in
concert with them) dominate and control the business and corporate affairs of
Borden and because they are in possession of private corporate information
concerning Borden's businesses and future prospects, there exists an imbalance
and disparity of knowledge and economic power between the defendants and the
public shareholders of Borden which makes it inherently unfair to Borden's
public shareholders.





                                     -10-
   12
                   30.    Defendant KKR has acted and is acting with knowledge
or with reckless disregard that the other defendants are in breach of their
fiduciary duties to Borden's public shareholders and have participated in such
breaches of fiduciary duties by the directors of Borden and thus are liable as
aiders and abettors.

                   31.    By reason of the foregoing acts, practices and course
of conduct, the Defendant Directors have failed to use the required care and
diligence in the exercise of their fiduciary obligations owed to Borden and its
public shareholders.

                   32.    As a result of the actions of the defendants,
plaintiff and the Class have been and will be damaged in that they will not
receive the fair value of Borden's assets and business in exchange for their
RJR shares, and have been and will be prevented from obtaining a fair price for
their shares of Borden common stock.

                   33.    Unless enjoined by the Court, the Defendant Directors
will continue to breach their fiduciary duties owed to plaintiff and the Class,
all to the irreparable harm of the Class.  Plaintiff has no adequate remedy at
law.





                                      -11-
   13
                 WHEREFORE, plaintiff demands judgment as follows:

                 (a)      Declaring that this action may be maintained as a
class action;

                 (b)      Declaring that the proposed Transaction is unfair,
unjust and inequitable to plaintiff and the other members of the Class;

                 (c)      Enjoining preliminarily and permanently the
defendants from taking any steps necessary to accomplish or implement the
proposed merger of defendant Borden with defendant KKR at a price that is not
fair and equitable;

                 (d)      Requiring defendants to compensate plaintiff and the
members of the Class for all losses and damages suffered and to be suffered by
them as a result of the acts and transactions complained of herein, together
with prejudgment and post-judgment interest;

                 (e)      Awarding plaintiff the costs and disbursements of
this action, including reasonable attorneys', accountants', and experts' fees;
and



                                     -12-
   14
                 (f)      Granting such other and further relief as may be just
and proper.

Dated:  September 13, 1994

                             GOLDSTEIN, TILL & LITE


                             By:  /s/                  
                                  -------------------------
                                  Allyn Z. Lite
                                  744 Broad Street
                                  Newark, New Jersey  07102
                                  (201) 623-3000


OF COUNSEL:

HARVEY GREENFIELD
LAW FIRM OF HARVEY GREENFIELD
300 Park Avenue
19th Floor
New York, New York  10022
(212) 832-8880

Attorney for Plaintiffs




     
                                      -13-
   15
                       CERTIFICATION PURSUANT TO R. 4:5-1

                 Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for the matters entitled, Barbara Lubin, et al. v. Borden Inc.,
et al., filed in this Court on September 13, 1994 and Norman Weiss, et al. v.
Borden, Inc. et al., filed in this Court on September 13, 1994.  Also to the
best of my belief, no other action or arbitration proceeding is contemplated.
Further, other than the parties set forth in this pleading, at the present time
I know of no other party that should be joined in the within action.

                             GOLDSTEIN TILL & LITE


                          By:  /s/                    
                               ---------------------------
                               AMY M. RIEL


Dated:  September 14, 1994

EX-99.46

   1




                                 Exhibit 99.46





   2


GOLDSTEIN TILL & LITE
744 Broad Street
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiffs

- - - - - - - - - - - - - - - - - x
JAMES PETERSON and SIDNEY         :    SUPERIOR COURT OF NEW JERSEY
GLICK, on behalf of themselves    :    CHANCERY DIVISION
and all others similarly          :    MERCER COUNTY
situated,                         :    DOCKET NO.
                                  :
                 Plaintiffs,      :
                                  :           Civil Action
         vs.                      :
                                  :
BORDEN, INC., ERVIN SHAMES and    :    CLASS ACTION COMPLAINT
FRANK TASCO,                      :
                                  :
                 Defendants.      :
- - - - - - - - - - - - - - - - - x


                 Plaintiffs, by their attorneys, allege upon information and
belief, except as to paragraphs 1-3 which are alleged upon knowledge, as
follows:

                                  THE PARTIES

                   1.     Plaintiff James Peterson resides at 3212 Beverly
Road, South Plainfield, New Jersey 07080.

                   2.     Plaintiff Sidney Glick resides at 1047 Neilson
Street, Far Rockaway, New York 11691.

                   3.     Each plaintiff is the owner of shares of the common
stock of defendant Borden, Inc. and has been the owner
                          





   3
continuously of such shares since prior to the wrongs complained of herein.

                   4.     Defendant Borden, Inc. ("Borden" or the "Company") is
a corporation duly existing and organized under the laws of the State of New
Jersey, with its principal offices located in Columbus, Ohio.  The Company
produces and distributes a variety of consumer food products, including pastas
and sauces, snack food items, dairy products such as fluid milk and other
products.  The Company also manufactures and distributes its products.

                   5.     As of April 22, 1994, there were approximately 141
million shares of the Company's common stock outstanding held by over 40,000
shareholders of record.

                   6.     Defendant Ervin Shames ("Shames") is, and at all
times relevant hereto has been, President and Chief Executive Officer of the
Company.

                   7.     Defendant Frank Tasco ("Tasco") is, and at all times
relevant hereto has been, Chairman of the Board of the Company.

                   8.     The defendants referred to in paragraphs 8 and 9 are
collectively referred to herein as the "Individual Defendants."



                                     -2-
   4
                   9.     By reason of the above Individual Defendants'
positions with the Company as officers and/or directors, said individuals are
in a fiduciary relationship with plaintiffs and the other public stockholders
of Borden, and owe plaintiffs and the other members of the class the highest
obligations of good faith, fair dealing, due care, loyalty and full, candid and
adequate disclosure.


                            CLASS ACTION ALLEGATIONS

                   10.    Each plaintiff brings this action pursuant to R. 4:32
et seq. of the New Jersey Court Rules, on his or her own behalf and as a class
action on behalf of him or herself and all Borden securities holders or their
successors in interest, similarly situated (the "Class").  Excluded from the
class are defendants herein and any person, firm, trust, corporation, or other
entity related to or affiliated with any of the defendants.

                   11.    This action is properly maintainable as a class 
action.

                   12.    The class is so numerous that joinder of all members
is impracticable.  As of April 22, 1994, there were approximately 141 million
shares of Borden common stock outstanding held by over 40,000 shareholders of
record.





                                      -3-
   5
                   13.    There are questions of law and fact which are common
to the class and which predominate over questions affecting any individual
class members.  The common questions include, inter alia, the following:

                   (a)    whether defendants have engaged in conduct 
constituting unfair dealing to the detriment of the class;

                   (b)    whether the proposed merger set forth below is 
grossly unfair to the class;

                   (c)    whether defendants are engaging in self-dealing to
benefit themselves;

                   (d)    whether plaintiffs and the other members of the 
class would be irreparably damaged were the transactions complained of herein
consummated; and

                   (e)    whether defendants have breached, or aided and
abetted the breach of fiduciary and other common law duties owed by them to
plaintiffs and the other members of the class.
                                     
                   14.    Each plaintiff is committed to prosecuting this
action and has retained competent counsel experienced in litigation of this
nature.  The claims of each plaintiff are typical of the claims of the other
members of

                                    -4-

   6
the class and each plaintiff has the same interests as the other
members of the class.  Accordingly, each plaintiff is an adequate
representative of the class and will fairly and adequately protect the
interests of the class.

                   15.    Plaintiffs anticipate that there will be no
difficulty in the management of this litigation.

                   16.    Defendants have acted on grounds generally applicable
to the class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the class as a whole.


                                CLAIM FOR RELIEF

                   17.    According to news reports on September 12, 1994,
Kohlberg Kravis Roberts & Co. ("KKR") and defendant Borden have agreed in
principle to the acquisition of all of the outstanding common stock of Borden
by a KKR partnership in exchange for RJR Nabisco Holdings Corp. common stock
valued at about $2 billion, based on Borden's approximately 141 million common
shares outstanding.

                   18.    KKR also said that in connection with its agreement
with Borden, RJR Nabisco Holdings Corp. has agreed in principle that upon KKR's
acquisition of 100% of Borden and subject to certain other conditions, RJR
Nabisco will issue about $500 million of its newly issued common shares for
newly issued Borden shares priced at $14.25 each, representing a 20%



                                     -5-




   7
pro forma interest in Borden.  RJR Nabisco will also receive a warrant to
purchase an additional 10% interest in Borden as part of its investment.

                   19.    KKR said Borden agreed that at the time a definitive
merger agreement is entered into, Borden will grant KKR an option to purchase
from Borden up to 19.9% of the outstanding Borden common stock for $11 a share
payable in RJR Nabisco stock.

                   20.    If the option is exercised, KKR must purchase at
least 41% of the outstanding Borden Common stock in the exchange offer if it
acquires any shares in the exchange offer.  If KKR acquires at least 41%, but
less than 51%, of Borden common stock in the exchange offer, the option must be
exercised by KKR, to the extent necessary for KKR to own at least 51% of the
outstanding Borden common stock.  KKR and Borden agreed that if a merger
agreement with Borden is not entered into by September 23, 1994, KKR will
purchase 19.9% of the outstanding common shares of Borden at $11 a share.

                   21.    The exchange offer for Borden will be conditioned on
the receipt by KKR of at least 41% of the outstanding Borden common stock.  It
is contemplated that following the completion of the exchange offer, KKR will
merge a newly formed corporation which it controls into Borden in a merger in
which holders of any then-outstanding Borden common stock will 


                                     -6-

   8
receive the same consideration as holders of Borden common stock receive 
in the exchange offer.

                   22.    Plaintiffs seek to enjoin the consummation of the
imminent agreement between KKR and Borden whereby KKR would swap RJR Nabisco
Holding stock for all of the outstanding Borden common stock.

                   23.    The consideration proposed to be paid to class
members is unconscionable, unfair and grossly inadequate because, among other
things:

                   (a)    the intrinsic value of Borden's common stock is
materially in excess of the amount to be received by Borden stockholders in the
transaction giving due consideration to the Company's strategic value, the
recent market price of the Company's stock and Borden's brand name recognition;

                   (b)    the consideration agreed upon did not result from an
appropriate consideration of the value of Borden as there was no opportunity to
accurately ascertain Borden's value through open bidding or a market check.

                   24.    The Individual Defendants have thus far failed to
announce any active auction or open bidding procedures best calculated to
maximize shareholder value.





                                      -7-
   9
                   25.    Borden's shareholders will, if the transaction is
consummated, be deprived of the opportunity for substantial gains which the
Company may realize.

                   26.    In announcing the transaction, the defendants have
failed to disclose among other things the full extent of the growth and value
potential of Borden and the expected increase in its profitability.

                   27.    The defendants have not, in accordance with their
                          fiduciary duties:

                   (a)    acted independently so that the interests of Borden's
public shareholders would be protected;

                   (b)    adequately ensured that no conflicts of interest
exist or if such conflicts exist to ensure that all conflicts would be resolved
in the best interests of Borden's public shareholders; and

                   (c)    taken all appropriate steps to enhance Borden's value
and attractiveness as a merger acquisition, restructuring or recapitalization
candidate.

                   28.    Because the Individual Defendants dominate and
control the business and corporate affairs of Borden, and are in possession of
private corporate information concerning Borden's assets, businesses and future
prospects, there exists 



                                     -8-

   10
an imbalance and disparity of knowledge and economic power between them and 
the public stockholders of Borden which makes it inherently unfair for them 
to pursue  any proposed transaction wherein they will reap disproportionate 
benefits to the  exclusion of other means of maximizing stockholder value.

                   29.    By reason of the foregoing acts, practices and course
of conduct, the defendants have failed to exercise ordinary care and diligence
in the exercise of their fiduciary obligations toward plaintiffs and the other
Borden public stockholders.

                   30.    As a result of the actions of defendants, plaintiffs
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of Borden's
assets and businesses and will be prevented from obtaining appropriate
consideration for their shares of Borden's common stock.

                   31.    Unless enjoined by this Court, the defendants will
continue to breach their fiduciary duties owed to plaintiffs and the other
members of the Class, and may consummate the proposed transaction which will
exclude the Class from its fair proportionate share of Borden's valuable assets
and businesses, and/or benefit them in the unfair manner complained of herein,
all to the irreparable harm of the Class, as aforesaid.



                                     -9-
   11

                   32.    Plaintiffs and the Class have no adequate remedy at 
law.
                          

                   WHEREFORE, plaintiffs demand judgment, as follows:

                   A.   Declaring this to be a proper class action;
  
                   B.   Ordering defendants to carry out their fiduciary duties
to plaintiffs and the other members of the Class, including those of due care
and candor;

                   C.   Rescinding any transactions effected by the defendants 
in an unfair manner and for an unfair price and in the event such transaction 
is consummated prior to trial, awarding rescissory damages;

                   D.    Enjoining the complained of transaction or any related
transactions;

                   E.    Ordering defendants, jointly and severally, to pay to
plaintiffs and the Class all damages suffered and to be suffered by them as a
result of the acts and transactions alleged herein;

                   F.       Ordering defendants, jointly and severally, to
account to plaintiffs and the Class for all profits realized and to be realized
by them as a result of the transaction complained of and pending such
accounting to hold such profits 


                                     -10-

   12


in a constructive trust for the benefit of plaintiffs and the other members 
of the class;

                 G.       Awarding plaintiffs the costs and disbursements of
the action, including allowance for plaintiffs' reasonable attorneys' and
experts' fees; and

                 H.       Granting such other and further relief as may be just
and proper in the premises.

Dated:  September 16, 1994

                                   GOLDSTEIN TILL & LITE


                              By:  /s/          
                                   -----------------------------------------
                                   Allyn Z. Lite
                                   Joseph J. DePalma
                                   744 Broad Street, Suite 800
                                   Newark, New Jersey  07102
                                   Telephone:  (201) 623-3000


OF COUNSEL:

SIROTA & SIROTA
747 Third Avenue
New York, New York  10017
(212) 759-5555

LAW OFFICES OF CURTIS V. TRINKO
310 Madison Avenue, 14th Floor
New York, New York  10017
(212) 490-9550





                                      -11-
   13
                      CERTIFICATION PURSUANT TO RULE 4:5-1

                 Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for the matters entitled, Barbara Lubin, et al. v. Borden, Inc.,
et al., filed in this Court on September 13, 1994; Norman Weiss, et al. v.
Borden, Inc., et al., filed in this Court on September 13, 1994; Jerry Krim, et
al. v. Borden, Inc., et al., filed in this Court on September 14, 1994 and
Bernard Stepak v. Borden, Inc., et al., filed with this Court this date.  Also
to the best of my belief, no other action or arbitration proceeding is
contemplated.  Further, other than the parties set forth in this pleading, at
the present time I know of no other party that should be joined in the within
action.

                                  GOLDSTEIN TILL & LITE


                             By:  /s/                                   
                                  ----------------------------------------
                                  Allyn Z. Lite


Dated:  September 16, 1994



                                     -12-

EX-99.47

   1



                                 Exhibit 99.47





   2

GOLDSTEIN TILL & LITE
Allyn Z. Lite (AL 6774)
744 Broad Street
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiff


- - - - - - - - - - - - - - - - - - x
DANIEL MARCUS on behalf of        :    SUPERIOR COURT OF NEWJERSEY
himself and all others similarly  :    CHANCERY DIVISION
situated,                         :    MERCER COUNTY
                                  :    DOCKET NO. MER-C-000149-94
                 Plaintiff,       :
                                  :          Civil Action
       v.                         :
                                  :
BORDEN, INC., ERVIN SHAMES and    :    CLASS ACTION COMPLAINT
FRANK TASCO,                      :
                                  :
                 Defendants.      :
- - - - - - - - - - - - - - - - - - x


                 Plaintiff, by his attorneys, alleges upon information and
belief, except as to paragraph 1 which is alleged upon knowledge, as follows:

                                  THE PARTIES

                   1.     Plaintiff, who resides at 367 McKinley Boulevard,
Paramus, New Jersey 07652, is the owner of shares of the common stock of
defendant Borden, Inc. and has been the owner continuously of such shares since
prior to the wrongs complained of herein.

                   2.     Defendant Borden, Inc. ("Borden" or the "Company") is
a corporation duly existing and organized under the



 

   3
laws of the State of New Jersey, with its principal offices located in
Columbus, Ohio.  The Company produces and distributes a variety of consumer
food products, including pastas and sauces, snack food items, dairy products
such as fluid milk and other products.  The Company also manufactures and
distributes its products.

                   3.     As of April 22, 1994, there were approximately 141
million shares of the Company's common stock outstanding held by over 40,000
shareholders of record.

                   4.     Defendant Ervin Shames ("Shames") is and at all times
relevant hereto has been President and Chief Executive Officer of the Company.

                   5.     Defendant Frank Tasco ("Tasco") is and at all times
relevant hereto has been Chairman of the Board of the Company.

                   6.     The defendants referred to in paragraphs 4 and 5 are
collectively referred to herein as the "Individual Defendants."

                   7.     By reason of the above Individual Defendants'
positions with the Company as officers and/or directors, said individuals are
in a fiduciary relationship with plaintiffs and the other public stockholders
of Borden, and owe plaintiffs and the other members of the class the highest
obligations of good 


                                     -2-


   4


faith, fair dealing, due care, loyalty and full, candid and adequate disclosure.


                            CLASS ACTION ALLEGATIONS

                   8.     Plaintiff brings this action on his own behalf and as
a class action on behalf of himself and all Borden securities holders or their
successors in interest, similarly situated (the "Class").  Excluded from the
class are defendants herein and any person, firm, trust, corporation, or other
entity related to or affiliated with any of the defendants.

                   9.     This action is properly maintainable as a class
action.

                   10.    The class is so numerous that joinder of all members
is impracticable.  As of April 22, 1994, there were approximately 141 million
shares of Borden common stock outstanding held by over 40,000 shareholders of
record.

                   11.    There are questions of law and fact which are common
to the class and which predominate over questions affecting any individual
class members.  The common questions include, inter alia, the following:

                   (a)    whether defendants have engaged in conduct
constituting unfair dealing to the detriment of the class;





                                      -3-
   5
                   (b)    whether the merger is grossly unfair to the class;

                   (c)    whether defendants are engaging in self-dealing to
benefit themselves;

                   (d)    whether plaintiffs and the other members of the class
would be irreparably damaged were the transactions complained of herein
consummated; and

                   (e)    whether defendants have breached, or aided and
abetted the breach of fiduciary and other common law duties owed by them to
plaintiffs and the other members of the class.

                   12.    Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.  The
claims of plaintiff are typical of the claims of the other members of the class
and plaintiff has the same interests as the other members of the class.
Accordingly, plaintiff is an adequate representative of the class and will
fairly and adequately protect the interests of the class.

                   13.    Plaintiff anticipates that there will be no
difficulty in the management of this litigation.
                                  
                   14.    Defendants have acted on grounds generally applicable
to the class with respect to the matters complained

 
                                    -4-

   6

of herein, thereby making appropriate the relief sought herein with respect to 
the class as a whole.


                                CLAIM FOR RELIEF

                   15.    According to news reports on September 12, 1994,
Kohlberg Kravis Roberts & Co. ("KKR") and defendant Borden have agreed in
principle to the acquisition of all of the outstanding common stock of Borden
by a KKR partnership in exchange for RJR Nabisco Holdings Corp. common stock
valued at $14.25 per Borden share.

                   16.    Plaintiff seeks to enjoin the consummation of the
imminent agreement between KKR and Borden whereby KKR would swap RJR Nabisco
Holding stock for all of the outstanding Borden common stock.  Pursuant to the
proposed terms of the transaction, KKR will also receive a warrant to buy an
additional 10% of Borden's shares.  If the merger is not closed by September
23, 1994, KKR will buy 28 million shares of Borden's outstanding shares, also
as a stock swap for RJR Nabisco Holding stock.  Further, under the terms of the
agreement, KKR would receive from Borden, a $20 million advisory fee, plus up
to $15 million in expenses, if the transaction falls through for any reason.
If the transaction is cancelled because a higher bidder successfully takes over
Borden, the payment would grow by $30 million to a total of $65 million.  In
addition, KKR's purchase of $28 million shares of Borden would proceed.





                                      -5-
   7
Therefore, the winning bidder for Borden would end up owning more than $300
million of RJR stock when it bought Borden and its payment for the company
would grow by the same amount.  A potential buyer with no desire to have such a
large investment in RJR might thus be deterred from bidding.

                   17.    The consideration proposed to be paid to class
members is unconscionable and unfair and grossly inadequate because, among
other things:

                   (a)    the intrinsic value of Borden's common stock is
materially in excess of the amount to be received by Borden stockholders in the
transaction giving due consideration to the Company's strategic value, the
recent market price of the Company's stock and Borden's brand name recognition;

                   (b)    the consideration agreed upon did not result from an
appropriate consideration of the value of Borden as there was no opportunity to
accurately ascertain Borden's value through open bidding or a market check.

                   18.    The director defendants have thus far failed to
announce any active auction or open bidding procedures best calculated to
maximize shareholder value.

                   19.    Borden's shareholders will, if the transaction is
consummated, be deprived of the opportunity for substantial gains which the
Company may realize.



                                     -6-
   8

                   20.    In announcing the transaction, the defendants have
failed to disclose among other things the full extent of the growth and value
potential of Borden and the expected increase in its profitability.

                   21.    The defendants have not, in accordance with their
fiduciary duties:

                   (a)    acted independently so that the interests of Borden's
public shareholders would be protected;

                   (b)    adequately ensured that no conflicts of interest
exist or if such conflicts exist to ensure that all conflicts would be resolved
in the best interests of Borden's public shareholders; and

                   (c)    taken all appropriate steps to enhance Borden's value
and attractiveness as a merger acquisition, restructuring or recapitalization
candidate.

                   22.    Because the individual defendants dominate and
control the business and corporate affairs of Borden, and are in possession of
private corporate information concerning Borden's assets, businesses and future
prospects, there exists an imbalance and disparity of knowledge and economic
power between them and the public stockholders of Borden which makes





                                      -7-
   9
it inherently unfair for them to pursue any proposed transaction wherein they
will reap disproportionate benefits to the exclusion of other means of
maximizing stockholder value.

                   23.    By reason of the foregoing acts, practices and course
of conduct, the defendants have failed to exercise ordinary care and diligence
in the exercise of their fiduciary obligations toward plaintiff and the other
Borden public stockholders.

                   24.    As a result of the actions of defendants, plaintiff
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of Borden's
assets and businesses and will be prevented from obtaining appropriate
consideration for their shares of Borden's common stock.

                   25.    Unless enjoined by this Court, the defendants will
continue to breach their fiduciary duties owed to plaintiff and the other
members of the Class, and may consummate the proposed transaction which will
exclude the Class from its fair proportionate share of Borden's valuable assets
and businesses, and/or benefit them in the unfair manner complained of herein,
all to the irreparable harm of the Class, as aforesaid.

                   26.    Plaintiff and the Class have no adequate remedy at 
law.
                          

                                     -8-
   10

                 WHEREFORE, plaintiff demands judgment, as follows:

                 A.       Declaring this to be a proper class action;

                 B.       Ordering defendants to carry out their fiduciary
duties to plaintiff and the other members of the Class, including those of due
care and candor;

                 C.       Rescinding any transactions effected by the
defendants in an unfair manner and for an unfair price and in the event such
transaction is consummated prior to trial, awarding rescissory damages;

                 D.       Enjoining the complained of transaction or any
related transactions;

                 E.       Ordering defendants, jointly and severally, to pay to
plaintiff and the Class all damages suffered and to be suffered by them as a
result of the acts and transactions alleged herein;

                 F.       Ordering defendants, jointly and severally, to
account to plaintiff and the Class for all profits realized and to be realized
by them as a result of the transaction complained of and pending such
accounting to hold such profits in a constructive trust for the benefit of
plaintiff and the other members of the class;





                                      -9-
   11
                 G.       Awarding plaintiff the costs and disbursements of the
action, including allowance for plaintiff's reasonable attorneys' and experts'
fees; and

                 H.       Granting such other and further relief as may be just
and proper in the premises.

Dated:  September 22, 1994

                                  GOLDSTEIN TILL & LITE


                             By:  /s/                     
                                  -----------------------------------------
                                  Allyn Z. Lite
                                  744 Broad Street
                                  Newark, New Jersey  07102
                                  Telephone:  (201) 623-3000


OF COUNSEL:

THE LAW OFFICES OF JAMES V. BASHIAN
James V. Bashian, Esq.
500 Fifth Avenue
Suite 2800
New York, New York  10110
(212) 921-4110


                                     -10-
   12
                      CERTIFICATION PURSUANT TO RULE 4:5-1

         Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for the matters entitled, Barbara Lubin, et al. v. Borden Inc.,
et al., filed in this Court on September 13, 1994; Norman Weiss, et al. v.
Borden Inc., et al., filed in this Court on September 13, 1994; Jerry Krim, et
al. v. Borden Inc., et al., filed in this Court on September 14, 1994; Bernard
Stepak v. Borden Inc., et al., filed with this Court on September 16, 1994; and
James Peterson and Sidney Glick v.  Borden, Inc., filed with this Court on
September 16, 1994.  Also to the best of my belief, no other action or
arbitration proceeding is contemplated.  Further, other than the parties set
forth in this pleading, at the present time I know of no other party that
should be joined in the within action.

                            GOLDSTEIN TILL & LITE


                       By:  /s/                    
                            ---------------------
                            Allyn Z. Lite


Dated:  September 22, 1994





                                      -11-

EX-99.48

   1




                                 Exhibit 99.48





   2

GOLDSTEIN TILL & LITE
744 Broad Street
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiffs


- - - - - - - - - - - - - - - - - - - - - -x
KATHLEEN DWYER, on behalf of             :    SUPERIOR COURT OF NEW JERSEY
herself and all others                   :    CHANCERY DIVISION
similarly situated,                      :    MERCER COUNTY
                                         :    DOCKET NO. MER-C-0152-94
                 Plaintiffs,             :
                                         :
      v.                                 :           Civil Action
                                         :
BORDEN, INC., ERVIN SHAMES and           :
FRANK TASCO,                             :
                                         :    CLASS ACTION COMPLAINT
                 Defendants.             :
- - - - - - - - - - - - - - - - - - - - - -x


                 Plaintiff, by her attorneys, alleges upon information and
belief, except as to paragraphs 1 which is alleged upon knowledge, as follows:

                                  THE PARTIES

                   1.     Plaintiff Kathleen Dwyer resides at 12860 Northants
                          Circle, Carmel, Indiana 46032.

                   2.     Plaintiff is the owner of shares of the common stock
of defendant Borden, Inc. and has been the owner continuously of such shares
since prior to the wrongs complained of herein.





   3
                   3.     Defendant Borden, Inc. ("Borden" or the "Company") is
a corporation duly existing and organized under the laws of the State of New
Jersey, with its principal offices located in Columbus, Ohio.  The Company
produces and distributes a variety of consumer food products, including pastas
and sauces, snack food items, dairy products such as fluid milk and other
products.  The Company also manufactures and distributes its products.

                   4.     As of April 22, 1994, there were approximately 141
million shares of the Company's common stock outstanding held by over 40,000
shareholders of record.

                   5.     Defendant Ervin Shames ("Shames") is, and at all
times relevant hereto has been, President and Chief Executive Officer of the
Company.

                   6.     Defendant Frank Tasco ("Tasco") is, and at all times
relevant hereto has been, Chairman of the Board of the Company.

                   7.     The defendants referred to in paragraphs 5 and 6 are
collectively referred to herein as the "Individual Defendants."

                   8.     By reason of the above Individual Defendants'
positions with the Company as officers and/or directors, said individuals are
in a fiduciary relationship with plaintiff and 



                                     -2-

   4
the other public stockholders of Borden, and owe plaintiff and the other 
members of the class the highest obligations of good faith, fair dealing, 
due care, loyalty and full, candid and adequate disclosure.

                            CLASS ACTION ALLEGATIONS

                   9.     Plaintiff brings this action pursuant to R. 4:32 et
seq. of the New Jersey Court Rules, on her own behalf and as a class action on
behalf of herself and all Borden securities holders or their successors in
interest, similarly situated (the "Class").  Excluded from the class are
defendants herein and any person, firm, trust, corporation, or other entity
related to or affiliated with any of the defendants.

                   10.    This action is properly maintainable as a class
action.

                   11.    The class is so numerous that joinder of all members
is impracticable.  As of April 22, 1994, there were approximately 141 million
shares of Borden common stock outstanding held by over 40,000 shareholders of
record.

                   12.    There are questions of law and fact which are common
to the class and which predominate over questions affecting any individual
class members.  The common questions include, inter alia, the following:





                                      -3-
   5
                   (a)    whether defendants have engaged in conduct
constituting unfair dealing to the detriment of the class;

                   (b)    whether the proposed merger set forth below is
grossly unfair to the class;

                   (c)    whether defendants are engaging in self-dealing to
benefit themselves;

                   (d)    whether plaintiffs and the other members of the class
would be irreparably damaged were the transactions complained of herein
consummated; and

                   (e).   whether defendants have breached, or aided and
abetted the breach of fiduciary and other common law duties owed by them to
plaintiffs and the other members of the class.

                   13.    Plaintiff is committed to prosecuting this action and
has retained competent counsel experienced in litigation of this nature.  The
claims of plaintiff are typical of the claims of the other members of the class
and plaintiff has the same interests as the other members of the class.
Accordingly, plaintiff is an adequate representative of the class and will
fairly and adequately protect the interests of the class.

                   14.    Plaintiff anticipates that there will be no
difficulty in the management of this litigation.

                                    -4-

   6

                   15.    Defendants have acted on grounds generally applicable
to the class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the class as a whole.

                                CLAIM FOR RELIEF

                   16.    According to news reports on September 12, 1994,
Kohlberg Kravis Roberts & Co. ("KKR") and defendant Borden have agreed in
principle to the acquisition of all of the outstanding common stock of Borden
by a KKR partnership in exchange for RJR Nabisco Holdings Corp. common stock
valued at about $2 billion, based on Borden's approximately 141 million common
shares outstanding.

                   17.    KKR also said that in connection with its agreement
with Borden, RJR Nabisco Holdings Corp. has agreed in principle that upon KKR's
acquisition of 100% of Borden and subject to certain other conditions, RJR
Nabisco will issue about $500 million of its newly issued common shares for
newly issued Borden shares priced at $14.25 each, representing a 20% pro forma
interest in Borden.  RJR Nabisco will also receive a warrant to purchase an
additional 10% interest in Borden as part of its investment.

                   18.    KKR said Borden agreed that at the time a definitive
merger agreement is entered into, Borden will grant





                                      -5-
   7
KKR an option to purchase from Borden up to 19.9% of the outstanding Borden
common stock for $11 a share payable in RJR Nabisco stock.

                   19.    If the option is exercised, KKR must purchase at
least 41% of the outstanding Borden common stock in the exchange offer if it
acquires any shares in the exchange offer.  If KKR acquires at least 41%, but
less than 51%, of Borden common stock in the exchange offer, the option must be
exercised by KKR, to the extent necessary for KKR to own at least 51% of the
outstanding Borden common stock.  KKR and Borden agreed that if a merger
agreement with Borden is not entered into by September 23, 1994, KKR will
purchase 19.9% of the outstanding common shares of Borden at $11 a share.

                   20.    The exchange offer for Borden will be conditioned on
the receipt by KKR of at least 41% of the outstanding Borden common stock.  It
is contemplated that following the completion of the exchange offer, KKR will
merge a newly formed corporation which it controls into Borden in a merger in
which holders of any then-outstanding Borden common stock will receive the same
consideration as holders of Borden common stock receive in the exchange offer.

                   21.    Plaintiff seeks to enjoin the consummation of the
imminent agreement between KKR and Borden whereby KKR would 


                                    -6-

   8

swap RJR Nabisco Holding stock for all of the outstanding Borden common stock.

                   22.    The consideration proposed to be paid to class
members is unconscionable, unfair and grossly inadequate because, among other
things:

                   (a)    the intrinsic value of Borden's common stock is
materially in excess of the amount to be received by Borden stockholders in the
transaction giving due consideration to the Company's strategic value, the
recent market price of the Company's stock and Borden's brand name recognition;

                   (b)    the consideration agreed upon did not result from an
appropriate consideration of the value of Borden as there was no opportunity to
accurately ascertain Borden's value through open bidding or a market check.

                   23.    The Individual Defendants have thus far failed to
announce any active auction or open bidding procedures best calculated to
maximize shareholder value.

                   24.    Borden's shareholders will, if the transaction is
consummated, be deprived of the opportunity for substantial gains which the
Company may realize.

                   25.    In announcing the transaction, the defendants have
failed to disclose among other things the full extent of





                                      -7-
   9
the growth and value potential of Borden and the expected increase in its
profitability.

                   26.    The defendants have not, in accordance with their
fiduciary duties:

                   (a)    acted independently so that the interests of Borden's
public shareholders would be protected;

                   (b)    adequately ensured that no conflicts of interest
exist or if such conflicts exist to ensure that all conflicts would be resolved
in the best interests of Borden's public shareholders; and

                   (c)    taken all appropriate steps to enhance Borden's value
and attractiveness as a merger acquisition, restructuring or recapitalization
candidate.

                   27.    Because the Individual Defendants dominate and
control the business and corporate affairs of Borden, and are in possession of
private corporate information concerning Borden's assets, businesses and future
prospects, there exists an imbalance and disparity of knowledge and economic
power between them and the public stockholders of Borden which makes it
inherently unfair for them to pursue any proposed transaction wherein they will
reap disproportionate benefits to the exclusion of other means of maximizing
stockholder value.

                                    -8-

   10
                   28.    By reason of the foregoing acts, practices and course
of conduct, the defendants have failed to exercise ordinary care and diligence
in the exercise of their fiduciary obligations toward plaintiff and the other
Borden public stockholders.

                   29.    As a result of the actions of defendants, plaintiff
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of Borden's
assets and businesses and will be prevented from obtaining appropriate
consideration for their shares of Borden's common stock.

                   30.    Unless enjoined by this Court, the defendants will
continue to breach their fiduciary duties owed to plaintiff and the other
members of the Class, and may consummate the proposed transaction which will
exclude the Class from its fair proportionate share of Borden's valuable assets
and businesses, and/or benefit them in the unfair manner complained of herein,
all to the irreparable harm of the Class, as aforesaid.

                   31.    Plaintiff and the Class have no adequate remedy at
law.

                   WHEREFORE, plaintiff demands judgment, as follows:

                   A.    Declaring this to be a proper class action;





                                      -9-
   11
                   B.     Ordering defendants to carry out their fiduciary
duties to plaintiff and the other members of the Class, including those of due
care and candor;

                   C.     Rescinding any transactions effected by the
defendants in an unfair manner and for an unfair price and in the event such
transaction is consummated prior to trial, awarding rescissory damages;

                   D.     Enjoining the complained of transaction or any
related transactions;

                   E.     Ordering defendants, jointly and severally, to pay to
plaintiffs and the Class all damages suffered and to be suffered by them as a
result of the acts and transactions alleged herein;

                   F.     Ordering defendants, jointly and severally, to
account to plaintiff and the Class for all profits realized and to be realized
by them as a result of the transaction complained of and pending such
accounting to hold such profits in a constructive trust for the benefit of
plaintiff and the other members of the class;

                   G.     Awarding plaintiff the costs and disbursements of the
action, including allowance for plaintiff's reasonable attorneys' and experts'
fees; and
                                    -10-
   12
                   H.     Granting such other and further relief as may be just
and proper in the premises.

Dated:  September 23, 1994

                                 GOLDSTEIN TILL & LITE


                                 By: /s/ 
                                     ----------------------------        
                                     Allyn Z. Lite
                                     Joseph J. DePalma
                                     744 Broad Street, Suite 800
                                     Newark, New Jersey  07102  
                                     Telephone:  (201) 623-3000

OF COUNSEL:

DAVID B. KAHN & ASSOCIATES
David B. Kahn, Esq.
Mark E. King, Esq.
Suite 100
One Northfield Plaza
Northfield, Illinois  60093

DAVIS MINER BARNHILL & GALLAND, P.C.
Charles Barnhill, Esq.
Paul Strauss, Esq.
14 W. Erie Street
Chicago, Illinois  60610





                                      -11-
   13
                      CERTIFICATION PURSUANT TO RULE 4:5-1

                 Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for the matters entitled, Barbara Lubin, et al. v. Borden Inc.,
et al., filed in this Court on September 13, 1994; Norman Weiss, et al. v.
Borden, Inc., et al., filed in this Court on September 13, 1994; Jerry Krim, et
al. v. Borden Inc., et al., filed in this Court on September 14, 1994; Bernard
Stepak v. Borden Inc., et al., filed with this Court on September 16, 1994;
James Peterson and Sidney Glick v.  Borden, Inc., filed with this Court on
September 16, 1994; and Daniel Marcus v. Borden Inc., et al., filed with this
Court on September 22, 1994.  Also to the best of my belief, no other action or
arbitration proceeding is contemplated.  Further, other than the parties set
forth in this pleading, at the present time I know of no other party that
should be joined in the within action.

                                           GOLDSTEIN TILL & LITE


                                           By:/s/                
                                              ---------------------------     
                                              Allyn Z. Lite
                     

Dated:  September 23, 1994

EX-99.49

   1






                                 Exhibit 99.49





   2


               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY


ARUN J. SHINGALA, custodian for         )
Sunil Arun Shingala,                    )
                                        )
                 Plaintiff,             )
                                        )
          v.                            )
                                        )
CHARLES M. HARPER, LAWRENCE R.          )
RICCIARDI, JOHN T. CHAIM, JR., JOHN L.  )     C.A. NO. 13739
CLANDEMIN, H. JOHN GREENIAUS, JAMES W.  )
JOHNSTON, HENRY R. KRAVIS, JOHN G.      )
MEDLIN, JR., PAUL C. RAETHER, ROSANNE   )
L. RIDGWAY, CLIFTON S. ROBBINS,         )
GEORGE R. ROBERTS, JAMES W. GREENE,     )
SCOTT M. STUART, MICHAEL T.             )
TOKARE, and BORDEN, INC.                )
                                        )
                 Defendants,            )
                                        )
          and                           )
                                        )
RJR HOLDINGS CORP.,                     )
                                        )
                 Nominal Defendant.     )


                       SHAREHOLDER'S DERIVATIVE COMPLAINT


                 Plaintiff, by his attorneys, complains of defendants on
information and belief, except as to paragraph 2, which is alleged upon
personal knowledge, as follows:

                 1.     This action is brought derivatively on behalf of RJR
Holdings, Inc. ("RJR" or the "Company"), a Delaware corporation, for breach of
fiduciary duty and corporate waste.





   3
                                  THE PARTIES


                   2.     Plaintiff has held RJR stock continuously at all
times relevant to this Complaint, and continues to hold such stock.

                   3.     (a)     Defendant Charles M. Harper is Chairman of
the Board and Chief Executive Officer and has held that position since May
1993.  In 1993 Harper earned approximately $3 million from RJR.

                          (b)     Defendant Lawrence R. Ricciardi is President,
General Counsel and a Director.  In 1993 he earned approximately $1,000,000
from RJR.

                          (c)     Defendant H. John Greeniaus is Chairman and
Chief Executive Officer of Nabisco Foods Group and a Director.  He earned
approximately $1.2 million in 1993 from RJR.

                          (d)     Defendant James W. Johnston is Chairman and
Chief Executive Officer of R.J. Reynolds Tobacco Company and a Director of RJR.
He earned approximately $1,000,000 in 1993 from RJR.

                          (e)     Defendant James H. Greene is a general
Partner of Kohlberg, Kravis and Roberts & Co. ("KKR") and affiliated companies
and a Director of RJR.


                                     -2-
   4

                          (f)     Defendant Henry Kravis is a general partner 
of KKR and affiliated companies and a Director of RJR.

                          (g)     Defendant Paul E. Raether is a general 
partner of KKR and a Director of RJR.

                          (h)     Defendant Clifton S. Robbins is an executive
of KKR and a limited partner of KKR affiliate, and a Director of RJR.

                          (i)     Defendant George R. Roberts is a general
partner of KKR and a KKR affiliate, and a Director of RJR.

                          (j)     Defendant Scott M. Stuart is an executive of
KKR and a limited partner of a KKR affiliate, and a Director of RJR.

                          (k)     Defendant Michael T. Tokare is a general 
partner  of KKR, a KKR affiliate and a Director of RJR.

                          (l)     Defendants John T. Chain Jr., John L.
Clandenin, John W. Medlin Jr., Rosanne L. Ridgway, are Directors of RJR.

                   4.     Defendant KKR, a partnership, owns $56,766,236 shares
of RJR common stock or 48.9% of the outstanding common stock of RJR and
exercises effective control over RJR.  As a result of a going private
transaction in 1933, KKR acquired RJR.


                                     -3-


   5

                   5.     Defendant RJR is a Delaware corporation with offices
at 1301 Avenue of the Americas, New York, NY 10019.  The Company, through
wholly-owned RJR Nabisco Inc., operates substantial tobacco and food
businesses, including the sale of cigarettes such as Winston, Salem, Camel,
Vantage and foods products such as Oreo Cookies, Wheat Thins, and Ritz
Crackers, among others.

                   6.     Defendant Borden is a New Jersey corporation engaging
in the sale of various food products and chemicals.  It sells its products
nationally to food stores and uses of chemical products.

                   7.     The director defendants ("Director Defendants") owe
RJR the highest duties of good faith and loyalty.  KKR as owner of a near
majority of RJR shares, as designee of 7 KKR representatives on the RJR Board
and the designee of the 4 officer director members of the Board, have effective
control of the RJR Board.  KKR therefore owes RJR the same fiduciary duties as
do the Director Defendants.

                              FACTUAL ALLEGATIONS


                   8.     On September 12, 1994, it was jointly announced by
KKR and Borden, Inc. ("Borden") that KKR had agreed in principle to the
acquisition of all of the outstanding common stock of Borden by a KKR
partnership in exchange for RJR common




                                     -4-
   6


stock owned by KKR, to be valued at $14.25 par Borden share (the "Exchange
Office").  In the announcement, KKR and Borden stated that the purchase price
represented a premium of 22.8% over the $11.625 closing price of Borden common
stock on September 9, 1994.

                   9.     The number of RJR shares to be received by holders of
Borden common shares will be determined by dividing $14.25 by the average of
the high and the low prices of RJR Nabisco stock for a 10 day trading period to
be set, but in no event will holders of Borden common shares receive greater
than 2.375 RJR shares or less than 1.78125 RJR shares per Borden share.

                   10.    KKR further reported that, in connection with its
agreement to acquire Borden, RJR had also agreed in principle that, upon KKR's
acquisition of 100% of Borden RJR will issue about $500 million of its newly
issued common shares for newly issued Borden shares priced at $14.25 each,
representing a 20% pro forma interest in Borden.  RJR will also receive a
warrant to purchase an additional 10% interest in Borden as part of its
investment.  RJR will receive an undetermined number of seats on Borden's
Board.  It was also announced that RJR and KKR had agreed that if Borden should
agree to sell any of its food business assets in the future, RJR may use its
Borden shares a payment for those businesses.


                                     -5-


   7

                   11.    It was also reported that at the time a definitive
merger agreement is entered into, Borden will grant KKR an option to purchase
from Borden up to 19.9% of the outstanding Borden common stock, for $11 per
share, so that if KKR purchases Borden shares in the Exchange Offer, it will
obtain at least 51% of Borden's common stock.  KKR would then effect a merger
of Borden into a KKR subsidiary on the same terms as the Exchange Officer.

                   12.    It is expected that the total consideration to be
paid in the Exchange Offer for 100% of Borden common shares is approximately $2
billion, and that it will cost RJR approximately $500,000,000 to acquire its
20% stake in Borden.  It is expected that after the acquisition, KKR will
retain a $2 billion stake in RJR, and continue to control its activities.
After giving effect to the Exchange Offer, KKR's ownership of RJR shares would
drop to approximately 20%.  However it would effectively be approximately 30%
due to the anticipated ownership by Borden of $500 million of RJR shares and
the control of 80% of Borden shares by KKR.

                   13.    Borden is a company in serious financial difficulty.
It has been on a downward spiral since 1991, ending in the forced resignation
of its chief Executive, Anthony D'Amato.  After his departure, Borden took a
write-off of $486 million, resulting in a loss from continuing operations of
$57



                                     -6-
   8


million.  Its debt has been downgraded to BBB from A+ in 1991, and its stock,
prior to the announcement of the Exchange Offer, had fallen to near its 10 year
low.  Standard & Poors had placed Borden's long term debt and commercial paper
under review for further downgrade.  Indeed, Borden has had great difficulty in
obtaining additional financing and has had to pay interest rates equivalent to
a junk bond rate to obtain credit.

                   14.    In an attempt to revitalize itself, Borden has tried
to sell off some of its food product lines to decrease its huge debt and then
to reinvigorate the remaining food businesses.  These asset sales had not been
particularly successful.

                   15.    The sale of assets had previously raised only $165
million.  For instance, its food service line was sold for $70 million to H.J.
Heins, yielding a purchase price equivalent to only 31% of revenues.
Generally, prime food company assets sell for a $1.00 per $1.00 of revenues.
It has been reported that unless further assets are sold Borden will have no
free cash flow in 1994.

                   16.    Turn around efforts on the remaining food businesses
have not been successful.  While Borden has attempted to increase the sales
volume of its remaining food products, it has done so primarily by price
cutting and special incentives, which, have slightly increased market share,
but

 
                                     -7-



   9
have resulted in a decline of margins and an evaporation of operating profits
in these products lines.  Furthermore, Borden has failed to control its costs.
While sales are projected to decline due to product line sales, costs have
remained flat.  The company is so overextended that it has only approximately
$0.85 in current assets per dollar in current liabilities.

                   17.    Additionally, it is in intense competition with other
food business competitors which have historically been far better at developing
new products which yield good market share at healthy operating margins and
which competitors have also been better at obtaining supermarket shelf space.
In short Borden is at this juncture a tale of woe.  An acquiror who obtains
Borden runs tremendous risks with respect to its investment.


                               VIOLATIONS ALLEGED


                   18.    The Exchange Offer and the RJR purchase of Borden
shares are solely to benefit KKR.  KKR is in the corporate acquisition business
and takes very significant risks acquiring companies with the expectation that
they, or their assets may ultimately be sold at a profit.  Pursuant to the
Exchange Offer it is expected to obtain majority control of Borden and to then
acquire the balance of Borden shares by a merger.




                                     -8-
   10


                   19.    Pursuant to the transactions, RJR will obtain only a
20% stake in Borden.  RJR is not an investment company and is not in the
business of investing in companies by acquiring minority stock interests,
especially one as troubled as Borden.  The $500 million acquisition of Borden
shares serves no legitimate business purpose of RJR, but benefits KKR, as it
effectively cuts KKR's cost of acquisition of Borden by approximately 25%.  Due
to KKR's domination and effective control of the RJR Board, RJR has been
required to participate in the transaction, where it has no legitimate interest
to do so.

                   20.    RJR will pay the same per share price for the
acquisition of its minority interest in Borden as KKR will pay to acquire the
entire company.  The purchase of a 20% minority interest that includes a
premium paid to obtain control constitutes a waste of RJR's assets and benefits
only KKR, which will sell the minority Borden interest at an inflated price.
Further, the Borden shares acquired by RJR will be impossible to sell on the
open market, and it is highly likely that no one will have any interest in
purchasing them in a private transaction.  Although RJR will be given the
option to acquire Borden assets if they are sold and use its Borden shares to
do so, it may be forced to do so as that route may be the only effective method
of ridding itself of the Borden shares.



                                     -9-

   11
                   21.    Although RJR will acquire a warrant to purchase an
additional 10% of Borden's common stock, this warrant does not provide RJR with
anywhere near the additional value necessary to compensate it for the
unreasonable risks that it is being forced to take.

                   22.    Given Borden's deplorable financial condition, the
minority investment by RJR in Borden does not benefit its business, but that of
KKR.  Clearly, RJR will have no effective way of divesting itself of its Borden
investment, except by the purchase of the very troubled Borden food lines.

                   23.    The investment by RJR in Borden, makes it less likely
that RJR will be in position to restructure itself to divide its tobacco and
food operations, which has been under consideration.  Thus RJR is being forced
to forego this strategic option to its detriment, in favor of an investment
which benefits only KKR.

                   24.    The foregoing scheme constitutes a breach of
fiduciary duty of loyalty by the Director Defendants since they are acting
primarily for the benefit of KKR to the detriment of RJR.  KKR has also
breached its fiduciary duties owed to RJR by proffering this scheme to use
RJR's assets to fund its merchant banking operations.  As a result of the
scheme, RJR will be damaged financially and competitively, will pay excessive
amounts for the securities acquired in the transaction.  The


                                     -10-
   12


scheme constitutes a gross waste of RJR's assets for the benefit of KKR.


                                DEMAND FUTILITY


                   25.    Plaintiff has not demanded that RJR's Board of
Directors institute an action against the directors to recover for the wrongs
alleged above.  Such demand would be futile, and is therefore excused, for at
least the following reasons)

                   (a)    A majority of RJR's Board of Directors is composed of
directors that are outright KKR designees or officers of RJR who were selected 
by KKR and cannot be asked to sue themselves.  Accordingly, RJR's Board cannot 
be expected to take any action to redress the wrongs alleged.

                   (b)    RJR's directors lack the independence necessary to
decide whether or not RJR should take action to redress the wrongs alleged.
The RJR Board is controlled and dominated by KKR.

                   (c)    The wrongs alleged above constitute breaches of
fiduciary and/or corporate waste.  Accordingly, these transactions cannot be
the product of reasoned business judgment.



                                     -11-

   13
                   (d)    A majority of the RJR Board owes loyalty to KKR and
will not take any legal action against KKR.

                   26.    Plaintiff has no adequate remedy at law.

                   WHEREFORE plaintiff demands relief as follows:

                   A.     That the Court enjoin RJR's purchase of Borden shares;

                   B.     That the Court require defendants to account to RJR
for losses RJR has and will sustain as a result of the wrongs alleged herein;

                   C.     That the Court award RJR damages against the
defendants for all losses it has sustained as a result of the wrongs alleged
herein;

                   D.     That the Court award plaintiff the costs and expenses
of this action, including reasonable attorneys', experts' and accountants'
fees;


                                     -12-
   14


                 E.     Such other and further relief as the Court deems just
and proper.


Dated:  Wilmington, Delaware
        September 13, 1994
        

                                          ROSENTHAL, MONNAIT, GROSS &
                                           GODDESS, P.A.


                                          By: /s/
                                             ______________________________
                                             First Federal Plaza, Suite 214
                                             P.O. Box 1070
                                             Wilmington, DE  19899-1070
                                             (302) 656-4433

                                             Attorneys for Plaintiff

OF COUNSEL:

WOLF POPPER ROSS WOLF & JONES
845 Third Avenue
New York, NY  10022





                                     -13-

EX-99.50

   1





                                EXHIBIT 99.50
   2


GOLDSTEIN, TILL & LITE
Allyn Z. Lite, Esq.
Amy M. Riel, Esq.
744 Broad Street, Suite 800
Newark, New Jersey  07102
(201) 623-3000

Attorneys for Plaintiff


- ---------------------------------------------X
                                             :
                                             :
                                             :
PITTMAN NEUROSURGICAL P.A. Defined           :        SUPERIOR COURT OF     
Benefit Plan U.T.D. 9/1/77, R. CLINTON       :        NEW JERSEY  
PITTMAN, TRUSTEE, on behalf of itself        :        MERCER COUNTY     
and all others similarly situated,           :        CHANCERY DIVISION  
                                             :
                         Plaintiff:          :
                                             :        CIVIL ACTION NO: C-158-94
               against                       :
                                             :
                                             :
                                             :
BORDEN INC., KOHLBERG KRAVIS                 :
ROBERTS & CO., ERVIN R. SHAMES,              :        CLASS ACTION
FRANK J. TASCO, H. BARCLAY MORLEY,           :        COMPLAINT
JOHN E. SEXTON, FREDERICK E. HENN-           :                 
ING, WILBERT J. LEMELLE, ROBERT P.           :        
LUCIANO, and PATRICIA CARRY STEWART,         :
                                             :
                         Defendants.         :
                                             :
- ---------------------------------------------X



                 Plaintiff alleges upon information and belief based, in part,
upon an investigation conducted by and through the undersigned counsel, except
with respect to its ownership of Borden Inc. common stock and its suitability
to serve as class representative, which are alleged upon personal knowledge, as
follows:





   3
                                  THE PARTIES

                 1.       Plaintiff is and has been at all relevant times the
owner of shares of the common stock of Borden Inc. ("Borden" or the "Company").

                 2.       Defendant Borden is a corporation organized and
existing under the laws of the State of New Jersey with its principal executive
offices located at 180 East Broad Street, Columbus, Ohio, 43215.  Borden is an
international food company, with a diversified line of products among snack
foods, dairy products, household items and special market foods, including
cheese, yogurt, glue, pasta, frozen desserts, arts and crafts supplies,
caulking and industrial coatings.  Borden had, as of December 31, 1993,
approximately 141,358,035 shares of common stock issued and outstanding, which
shares are held by at least hundreds of shareholders of record and are traded
on the New York Stock Exchange.

                 3.       Defendant Kohlberg Kravis Roberts & Co. ("KKR") is a
corporate buyout firm located in New York, New York.  KKR is named as a
defendant herein because, as a party to the proposed merger, it is a necessary
party to be joined in this action in order to obtain the relief sought





                                      -2-
   4


                 4.       (a)     Defendant Ervin R. Shames ("Shames") is and
has been at all relevant times the Company's President and Chief Executive
Officer and a director;

                 (b)      Defendant Frank J. Tasco ("Tasco") is and has been at
all relevant times the Company's Chairman of the Board of Directors;

                 (c)      Defendant H. Barclay Morley ("Morley") is and has
been at all relevant times a director of Borden;

                 (d)      Defendant John E. Sexton ("Sexton") is and has been
at all relevant times a director of Borden;

                 (e)      Defendant Frederick E. Henning ("Henning") is and has
been at all relevant times a director of Borden;

                 (f)      Defendant Wilbert J. Lemelle ("Lemelle") is and has
been at all relevant times a director of Borden;

                 (g)      Defendant Robert P. Luciano ("Luciano") is and has
been at all relevant times a director of Borden; and

                 (h)      Defendant Patricia Carry Stewart ("Stewart") is and
has been at all relevant times a director of Borden.

                 The defendants described in paragraphs 4(a)-(h) above are
hereinafter sometimes collectively referred to as the "individual defendants"
or the "director defendants."





                                      -3-
   5
                 5.       By virtue of the individual defendants' positions as
officers and/or directors of Borden, said individual defendants are in a
fiduciary relationship with plaintiff and other public shareholders of Borden
and owe plaintiff and other members of the Class the highest obligation of good
faith, fair dealing, loyalty and due care.


                            CLASS ACTION ALLEGATIONS

                 6.       Plaintiff brings this action individually and
pursuant to R. 4:32 of the New Jersey Court Rules as a class action on behalf
of all shareholders of Borden, and their successors in interest who are or will
be threatened with injury arising from defendants' actions as more fully
described below (the "Class").  Excluded from the Class are defendants herein
and any person, firm, trust, corporation or other entity related to or
affiliated with any of the defendants.

                 7.       This action is properly maintainable as a class
action under the laws of the State of New Jersey for the following reasons:

                 (a)      The Class, which includes at least hundreds of
shareholders of record scattered throughout the United States and foreign
countries, is so numerous that joinder of all members is impracticable.





                                      -4-
   6


                 (b)      There are questions of law and fact common to members
of the Class which predominate over any questions affecting only individual
members, including, inter alia, the following:

                                  (i)  whether one or more of the defendants
has engaged in a plan and scheme to enrich themselves at the expense of
Borden's public shareholders;

                                 (ii)  whether the defendants have breached
their fiduciary duties owed by them to plaintiff and members of the Class
and/or have aided and abetted in such breach by virtue of their participation
and/or acquiescence and by their other conduct complained of herein;

                                (iii)  whether defendants have failed to fully
disclose the true value of Borden's assets and earning power, as well as the
future financial benefits they expect to derive, through the merger with KKR;

                                 (iv)  whether the defendants have wrongfully
failed and refused to seek a purchaser of Borden at the highest possible price
and instead have sought to chill potential offers and acquire the valuable
assets of Borden for KKR at an unfair and inadequate price;





                                      -5-
   7
                                  (v)  whether plaintiff and the other members
of the Class will be irreparably damaged by the transactions complained of
herein;

                                 (vi)  whether defendants have breached, and/or
aided and abetted one another in the breach of, the fiduciary and other common
law duties owed by them to plaintiff and the other members of the Class; and

                                (vii)  whether defendants are pursuing a scheme
and course of business designed to eliminate the public shareholders of Borden
in violation of the laws of the State of New Jersey.

                 (c)      The claims of plaintiff are typical of the claims of
the other members of the Class, and plaintiff has no interests that are adverse
or antagonistic to the interests of the Class.

                 (d)      Plaintiff is committed to the vigorous prosecution of
this action and has retained competent counsel experienced in litigation of
this nature.  Accordingly, plaintiff is an adequate representative of the Class
and will fairly and adequately protect the interests of the Class.

                 (e)      Plaintiff anticipates that there will not be any
difficulty in the management of this litigation as a class action.





                                      -6-
   8



                 8.       For the reasons stated herein, a class action is
superior to other available methods for the fair and efficient adjudication of
this action.

                 FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS

                 9.       On or about December 22, 1993, Borden announced to
the financial news wire services that it was not engaged in any negotiations
for a sale or merger of the Company.  Borden announced that instead they would
restructure and that details would be announced in early January, 1994.

                 10.      On January 5, 1994, Borden announced the details of
its restructuring and refocusing plan.  The restructuring included $650 million
in charges to fourth-quarter 1993 earnings and the sale of the Company's North
American snacks, seafood and other units.  The units put up for sale
represented about $1.25 billion, or 20 percent, of Borden's projected sales of
$6.75 million for 1993.  According to defendant Tasco:  "The goal of the
program is to build shareholder value by focusing on and revitalizing our best
businesses."  Defendant Shames stated that other key elements of the
restructuring plan included the introduction of new consumer-oriented marketing
programs to strengthen Borden's core food businesses of pasta, niche grocery
and international foods.  The restructuring plans





                                      -7-
   9
also called for a turnaround of Borden's domestic dairy business, largely
through volume recovery and cost reduction and retention of nearly all of the
non-food businesses as important contributors to current cash flow and
earnings.

                 11.      Borden said the plans also called for cost reductions
phasing in over two years and reaching an annualized  savings rate of $100
million to $125 million by the end of 1995.  Savings would be achieved through
a combination of divestments and gains in efficiency and productivity.

                 12.      On January 26, 1994, Borden announced that it expects
its restructuring, along with increased marketing and cost reductions, to
improve its performance in 1994.  Defendant Shames stated:  "I believe the new
restructuring plan that we are implementing will improve Borden's performance
and build shareholder value."  Shames also stated that Borden projects 1994
earnings at the upper end of the $0.75 to $1.00 per share range of estimates by
security analysts who follow Borden closely.  The press release also stated
that quarterly earnings are expected to strengthen after a marginally
profitable first quarter as momentum and cost savings build during the year.

                 13.      On April 25, 1994, Borden released its 1994 first
quarter earnings.  Defendant Shames stated in the press release disseminated to
the investing public that:  "The fundamentals of our businesses have improved.
Although there is





                                      -8-
   10


much to be done throughout the North American Foods businesses, Borden is
making significant gains in many areas in rebuilding volume and market
share....  We are making significant progress in our cost saving programs and
running above our projection for increased cash flow."

                 14.      On May 16, 1994, Borden announced that it had sold
its Borden Foodservice Group to H.J. Heinz Co. for an undisclosed amount.  The
division had sales of $270 million in 1993 but has been unprofitable in recent
years.  Borden stated that:  "We are moving ahead on schedule with our
divestment of businesses."

                 15.      On May 20, 1994, Borden announced the sale of three
additional businesses as part of its restructuring program.  Shames stated that
"[o]ur divestiture program is on track."

                 16.      On July 11, borden announced that it had sold its
Bama Foods business to Welch's.  Terms of the transaction were not disclosed.
Shames stated:  "We are also making progress in our efforts to sell our salty
snacks business."

                 17.      On August 25, 1994, Borden announced that it has
finalized an agreement to sell its Jays Foods, Inc. snack Business to Special
Foods Company.  Terms of the agreement were not disclosed.





                                      -9-
   11
                 18.      On September 12, 1994, Borden and KKR shocked the
market by announcing that KKR had agreed to acquire Borden in a transaction
valued at approximately $2 billion.

                 19.      Under the terms of the agreement, Borden shareholders
will receive RJR Nabisco Holdings Corp. ("RJR") stock owned by KKR worth
approximately $14.25 per Borden share.  The press release announcing the deal
stated inter alia:

                 It is contemplated that a definitive merger agreement will be
                 executed within two weeks.  The agreement will provide for an
                 exchange offer by KKR in which holders of Borden common stock
                 would have the right to exchange their shares for RJR Nabisco
                 common stock.  The exact number of RJR Nabisco shares to be
                 exchanged for each Borden share will be determined by dividing
                 $14.25 by the average of the high and low prices of RJR
                 nabisco stock for a 10-day trading period to be established in
                 the offer, provided that in no event will Borden stockholders
                 receive greater than 2.375 RJR Nabisco shares, nor less than
                 1.78125 RJR Nabisco shares for each Borden share.  The
                 transaction will be taxable to Borden shareholders.





                                      -10-
   12



                 20.      The press release also stated:

                 KKR also announced that in connection with its agreement with
                 Borden, RJR Nabisco Holdings Corp. has agreed in principle
                 that upon KKR's successful acquisition of 100% of Borden and
                 subject to certain other conditions, RJR Nabisco will issue
                 approximately $500 million in newly issued RJR Nabisco common
                 shares for newly issued Borden shares priced at $14.25 each,
                 representing a 20 percent pro forma interest in Borden.  RJR
                 Nabisco also will receive a warrant to purchase an- additional
                 10 percent interest in Borden as part of its investment.

                 "We believe that, after a full consideration of all the risks
                 and opportunities confronting Borden today, this transaction
                 is the best outcome for Borden shareholders, said Frank J.
                 Tasco, Chairman of Borden.  The restructuring pursued since
                 January has resulted in volume and share gains in many of
                 Borden's businesses.





                                      -11-
   13
                 Moreover, the earnings trend is also improving, but
                 it is clear that additional investment in our brands
                 and in capital are needed in order to capture the
                 Company's potential...."
                 
                 21.      Also as part of the deal, Borden has agreed that at
the time a definitive merger agreement is entered into, Borden will grant KKR
an option to purchase from Borden up to 19.9% of the outstanding Borden common
stock for $11 per share payable in RJR Nabisco common stock.  If the option is
exercised, KKR must purchase at least 41% of the outstanding Borden common
stock in the exchange offer if it acquires any shares in the exchange offer.
If KKR acquires at least 41%, but less than 51%, of Borden common stock in the
exchange offer, the option must be exercised by KKR, to the extent necessary
for KKR to own at least 51% of the outstanding Borden common stock.  KKR has
also agreed that if a merger agreement is not entered into by September 23,
1994, KKR will, subject only to necessary regulatory approvals, purchase 19.9%
of the outstanding shares of Borden common stock for $11 per share.    

                 22.      The proposed merger transaction is wrongful, unfair 
and harmful to Borden's shareholders, including plaintiffs and the other Class 
members, because just as Borden's restructuring efforts, whose cost was borne 
by Borden shareholders, were bearing fruit and its earnings potential was on 
an upswing, Borden and KKR are





                                      -12-
   14


attempting to usurp from Borden's shareholders the benefits of the
restructuring.

                 23.      The proposed merger transaction is further wrongful,
unfair and harmful to Borden's shareholders, including plaintiffs and the other
Class members, and represents an attempt by the director defendants to
aggrandize their personal financial positions and interests and to enrich
themselves at the expense of and to the detriment of the Company's
shareholders.  The proposed transaction denies to plaintiffs and other Class
members their right to share proportionately in the true value of the Company's
assets and future growth in profits and earnings while usurping the same for
the benefit of KKR at an unfair and inadequate price.





                                      -13-
   15
                                  FIRST COUNT

                 24.      Defendants, acting in concert and aiding and abetting
one another, have violated their fiduciary duties owed to the public
shareholders of Borden and put their own personal interests and the interests
of KKR ahead of the interests of Borden's public shareholders, including
plaintiffs and the Class members, and have used their control positions as
officers and directors of Borden, and as alleged herein, for the purpose of
reaping high personal profits at the expense of the Company's public
shareholders.

                 25.      In negotiating the proposed merger/acquisition of
Borden by KKR, defendants did not exercise good faith, fair dealing, loyalty
and due care by failing, among other things, to:

                 (a)      evaluate adequately the Company's worth as a
potential merger/acquisition candidate;

                 (b)      take sufficient steps to enhance Borden's value
and/or attractiveness as a merger/acquisition candidate;

                 (c)      expose the Company effectively in the marketplace to
create an active and open auction for the Company and its assets; and





                                      -14-
   16


                 (d)      act independently so that the interests of Borden's
public shareholders would be protected throughout the merger/acquisition
process.

                 26.      Furthermore, in granting a lock-up option to KKR for
19.9% of Borden's outstanding shares at a price of only $11, rather than the
$14.25 to be paid to Borden's shareholders, the defendants failed to achieve an
appropriate premium or recognition of the added value of the Company that will
result from it being wholly-owned by KKR.

                 27.      On September 24, 1994, Borden agreed to meet with
Paul Kazarian, head of the investment group Japonica Partners to discuss a
rival proposal.  Following the meeting, Kazarian expressed an intention to make
a cash offer for Borden's shares in the range of $16-$18 for a majority stake
in the Company.  As part of his evaluation process, Kazarian requested but was
denied access to certain due diligence materials regarding Borden.

                 28.      On September 23, 1994 the Wall Street Journal
published an article entitled "Don't Let KKR Milk Borden" wherein corporate law
professor John Pound discussed Kazarian's offer as follows:

                 "The Kazarian offer looks better if it pans out.  Mr. Kazarian
                 has apparently





                                      -15-
   17
                 offered to give investors cash for their shares, not stock in
                 another company.  Moreover, he is proposing a partial, not a
                 full buyout.  That would allow shareholders to retain their
                 shares and profit from a turnaround that may ultimately
                 result.  One can quibble about the price and about the degree
                 of control accorded to Mr. Kazarian, but the concept is far
                 sounder than the KKR one."

                 29.      Despite the fact that Kazarian's offer is in the
greater interest of the Borden shareholders, the director defendants continue
to favor and endorse KKR's offer.

                 30.      In contemplating and implementing a plan to obtain
immediate financial rewards for themselves, the director defendants have failed
to act in the best interests of Borden's public shareholders by failing, among
other things, to:

                 (a)      undertake an adequate evaluation of the Company's
worth as a potential merger/acquisition candidate;

                 (b)      ensure that no conflicts of interest existed; and

                 (c)      act independently to ensure that the interests of
Borden's public shareholders would be protected.





                                     -16-
   18



                 31.      The director defendants have agreed among themselves
that they will not solicit any other proposal or initiate discussions with any
other persons or entities regarding any offer or proposal for the acquisition
of the business of Borden through merger, asset sale, stock sale or otherwise
while Borden is still a publicly held company.  Thus, the director defendants
have resolved to wrongfully obtain the valuable assets of Borden for KKR at a
bargain price, which under these circumstances, disproportionately benefits
them.  By secretly negotiating and implementing the merger/acquisition plan
while ignoring other options, the director defendants have violated their
fiduciary duties to plaintiff and other public shareholders of Borden.

                 32.      The strategy and tactics pursued by the defendants
are and will continue to be wrongful, unfair and harmful to Borden's public
shareholders, serve no legitimate business purpose of Borden and are
essentially designed to aggrandize the personal positions, interests and
finances of the director defendants at the expense of and to the detriment of
the Company's public shareholders.  The defendants' course of action will deny
plaintiff and other Class members their right to share in the true value of
Borden's valuable assets, future earnings and profitable businesses to the same
extent that they would as Borden shareholders.





                                     -17-
   19
                 33.      In contemplating, devising and executing the
aforementioned course of conduct and in pursuing and structuring the proposed
merger/acquisition transaction, the director defendants have not acted in good
faith toward plaintiff and other members of the Class and have breached, and
are continuing to breach, their fiduciary duties to plaintiff and the Class.

                 34.      Since the director defendants, and those acting under
their direction and control, dominate and control the business and corporate
affairs of Borden, and because they are in possession of private corporate
information concerning Borden's businesses and future prospects, there exists
an imbalance and disparity of knowledge and economic power between the
defendants and the public shareholders of Borden which makes defendants' course
of action and the contemplated transaction inherently unfair to Borden's public
shareholders.  The proposed transaction will ensure that the director
defendants will disproportionately benefit from the value of Borden's assets
and its future financial prospects in contravention of the director defendants'
fiduciary duties to maximize the value of Borden's shares.

                 35.      Defendants have acted and are acting with knowledge
that the individual defendants, and each of them, have breached and are
breaching their fiduciary duties to





                                      -18-
   20


Borden's public shareholders and have, nevertheless, intentionally, recklessly
or negligently induced, and/or aided and abetted one another, in such breaches
of fiduciary duties by the directors of Borden.

                 36.      By virtue of the foregoing acts, practices and course
of action, the director defendants have failed to exercise due care and
diligence in compliance with their fiduciary obligations toward Borden and its
public shareholders.

                 37.      The acts and course of conduct complained of
hereinabove were willful, malicious and oppressive in that the defendants, and
each of them, knew that their actions, as enumerated herein, involve improper
and illegal practices, violations of law and other acts completely foreign to
the duties of officers and directors to carry out corporate affairs in a fair,
just, honest and equitable manner.  By reason of the foregoing, plaintiff and
the Class are entitled to punitive damages.

                 38.      By virtue of the foregoing actions of the defendants,
plaintiff and the Class have been, are and will be damaged in that they will
not receive the fair value of Borden's assets and business in exchange for
their Borden stock and have been, are and will be prevented from obtaining a
fair price for their shares of the Company's stock.





                                      -19-
   21
                 39.      Unless enjoined by this Court, the defendants will
continue in their harmful course of conduct and the director defendants will
continue to breach their fiduciary duties owed by them to plaintiff and to the
Class and will exclude plaintiff and the Class from receiving fair value for
their proportionate share of Borden's valuable assets and business, all to the
irreparable harm of plaintiff and the Class.

                 40.      Plaintiff has no adequate remedy at law.

                 WHEREFORE, plaintiff, on behalf of itself and the members of
the Class, demands judgment as follows:

                 A.       Declaring that this lawsuit is properly maintainable
as a class action and certifying plaintiff as representatives of the Class;

                 B.       Declaring that the defendants have committed a gross
abuse of trust and have breached (or aided and abetted such breach of) their
fiduciary and other duties owed to plaintiff and the members of the Class;

                 C.       Declaring that the proposed transaction of
merger/acquisition of Borden by KKR is a legal nullity;

                 D.       Preliminarily and permanently enjoining the
defendants and their counsel, agents, employees and all persons





                                      -20-
   22


acting under, in concert with or for them from taking any steps necessary to
accomplish or implement the proposed merger of Borden with KKR at a price that
is not fair and equitable;

                 E.       In the event that the transaction is consummated,
rescinding it and setting it aside;

                 F        Imposing a voting trust upon the shares of Borden
owned or controlled by defendants to restrain their ability to use their voting
control of the Company to effect the transaction;

                 G.       Awarding to plaintiff and the Class compensatory and
punitive damages against the director defendants, jointly and severally, in an
amount to be determined at trial, together with prejudgment interest, at the
maximum rate allowable by law, from the date of the wrongs to the date of
judgment herein;

                 H.       Awarding plaintiff the costs and disbursements of
this action, including reasonable attorneys', accountants' and experts' fees;
and





                                      -21-
   23
                 I.       Granting such other and further relief as the Court
may deem just and proper.

Dated:  September 29, 1994

                                        GOLDSTEIN TILL & LITE



                                        By: /s/ 
                                            ------------------------
                                        Allyn Z. Lite
                                        Amy M. Riel
                                        744 Broad Street, Suite 800
                                        Newark, New Jersey  07102
                                        (201) 623-3000

                                        GILMAN AND PASTOR
                                        Kenneth G. Gilman
                                        David Pastor
                                        One Boston Place
                                        28th Floor
                                        Boston, Massachusetts  02108
                                        Tel. 617/589-3750
                                        Fax 617/589-3749





                                      -22-
   24


                      CERTIFICATION PURSUANT TO RULE 4:5-1

                 Pursuant to R. 4:5-1, it is hereby stated that the matter in
controversy is not the subject of any other action pending in any other court
or pending in any arbitration proceeding to the best of my knowledge and
belief, except for the matters entitled, Barbara Lubin, et al. v. Borden Inc.,
et al., filed in this Court on September 13, 1994; Norman Weiss, et al. v.
Borden Inc., et al., filed in this Court on September 13, 1994; Jerry Krim, et
al. v. Borden Inc., et al., filed in this Court on September 14, 1994; Bernard
Stepak vs. Borden Inc., et al., filed with this Court on September 16, 1994;
James Peterson and Sidney Glick vs. Borden, Inc., filed with this Court on
September 16, 1994; Daniel Marcus vs. Borden Inc., et al., filed with this
Court on September 22, 1994 and Dwyer vs. Borden, Inc., filed with this Court
on September 23, 1994.  Also to the best of my belief, no other action or
arbitration proceeding is contemplated.  Further, other than the parties set
forth in this pleading, at the present time I know of no other party that
should be joined in the within action.

                                        GOLDSTEIN TILL & LITE



                                        By: /s/ Allyn Z. Lite
                                            -----------------------
                                            Allyn Z. Lite


Dated:  September 29, 1994





                                      -23-

EX-99.75

   1




                                EXHIBIT 99.75


   2
 
                           [BORDEN, INC. LETTERHEAD]
 

                                                              September 30, 1994
 
Mr. George J. Waydo
2703 Fairfax Drive
Upper Arlington, OH 43220

Dear George:
 
     This letter will supersede our letter agreement of June 20, 1994 and amend
and supplement your earlier agreements with Borden, Inc. dated December 23, 1993
(herein, "Separation Agreement") and May 4, 1994 (herein, "Supplemental
Agreement").
 
     1.  Your employment under paragraph 2 of the Separation Agreement is
         extended through September 30, 1994 so that you may assist in the sale
         of our Humpty-Dumpty snack unit.
 
     2.  The date in paragraph 5 of your Supplemental Agreement is changed
         from August 15, 1994 to September 30, 1994.
 
     3.  The amount in paragraph 2 of the Supplemental Agreement is decreased to
         80,690.
 
     4.  The amount in paragraph 3 of the Supplemental Agreement is decreased to
         $2,144.24.
 
     5.  The amount in paragraph 4 of the Supplemental Agreement is increased to
         $130,690 and the time period for measuring your accomplishments under
         that paragraph shall be extended through October 31, 1994.
 
     George, I believe this represents our understanding. Please indicate your
agreement by signing below.
 
                                          BORDEN, INC.
 
                                      By: /s/ ALLAN L. MILLER
                                          -------------------
 

Agreed:
 
/s/ GEORGE J. WAYDO
- -------------------
George J. Waydo
 

EX-99.76

   1




                                EXHIBIT 99.76


   2



                              INDEMNIFICATION AGREEMENT
                              -------------------------


                    INDEMNIFICATION AGREEMENT, dated as of October 4, 1994
          (this "Agreement"), among RJR NABISCO HOLDINGS CORP., a Delaware
                 ---------
          corporation ("Holdings"), WHITEHALL ASSOCIATES, L.P., a Delaware
                        --------
          limited partnership ("Whitehall Associates"), BORDEN ACQUISITION
                                --------------------
          CORP., a New Jersey corporation ("BAC"), and BORDEN, INC., a New
                                            ---
          Jersey corporation ("Borden").
                               ------


                                 W I T N E S S E T H:
                                 - - - - - - - - - -


                    WHEREAS, Holdings and Whitehall Associates are parties
          to a Registration Rights Agreement, dated as of July 15, 1990
          (the "1990 Registration Rights Agreement") and Holdings,
                ----------------------------------
          Whitehall Associates and KKR Partners II, L.P. ("KKR Partners"),
                                                           ------------
          an affiliate of the general partner of Whitehall Associates, are
          parties to a Registration Rights Agreement dated as of February
          9, 1989 (the "1989 Registration Rights Agreement" and together
                        ----------------------------------
          with the 1990 Registration Rights Agreement, the "Registration
                                                            ------------
          Rights Agreements"), pursuant to which, among other things,
          -----------------
          Holdings has agreed to use its best efforts to effect from time
          to time registrations of certain of its securities under the
          Securities Act of 1933, as amended (the "Securities Act");
                                                   --------------

                    WHEREAS, Whitehall Associates, BAC and Borden are
          parties to an Agreement and Plan of Merger, dated as of September
          23, 1994 (as amended, the "Merger Agreement"), pursuant to which,
                                     ----------------
          subject to the terms and conditions thereof, BAC has agreed to
          commence an exchange offer (the "Exchange Offer") for shares of
                                           --------------
          Borden's outstanding common stock, par value $.625 per share
          ("Borden Shares"), in which holders of Borden Shares would, upon
            -------------
          consummation of such Exchange Offer or the merger of BAC with and
          into Borden (the "Merger") pursuant thereto (the Exchange Offer,
                            ------
          the Merger and the option given to BAC to acquire additional
          Borden Shares being herein collectively referred to as the
          "Transactions"), receive shares of common stock, par value $.01
           ------------
          per share ("Holdings Shares"), of Holdings;
                      ---------------

                    WHEREAS, pursuant to requests by Whitehall Associates
          and KKR Partners under the Registration Rights Agreements,
          Holdings has filed or will file with the Securities and Exchange
          Commission (the "Commission") a registration statement on Form S-
                           ----------
          4 (including the Offering Circular/Prospectus (as defined below)
          and as amended, including pre-effective and post-effective
          amendments, and/or supplemented from time to time, the
          "Registration Statement") in order to register the Holdings
           ----------------------
          Shares under the Securities Act for purposes of the Exchange
          Offer and the Merger;



   3
                                                                          2
                    WHEREAS, pursuant to the requirements of Form S-4,
          information concerning each party hereto will be included or
          incorporated by reference in such Registration Statement and the
          Offering Circular/Prospectus filed as a part thereof (as amended
          and/or supplemented from time to time, the "Offering Circular/
                                                      ------------------
          Prospectus") and, in order to facilitate the registration of the
          ----------
          Holdings Shares pursuant to the Registration Rights Agreements,
          Holdings has agreed to enter into this Agreement;

                    WHEREAS, following the effectiveness of the
          Registration Statement, Whitehall Associates and BAC will, in
          accordance with the Merger Agreement, commence the Exchange Offer
          and file with the Commission a Tender Offer Statement on Schedule
          14D-1 under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), which Schedule 14D-1 will include as an exhibit
           ------------
          thereto and incorporate by reference the Registration Statement
          and the Offering Circular/Prospectus; and

                    WHEREAS, the parties hereto acknowledge that the
          information included or incorporated by reference in the
          Registration Statement has been furnished (i) in the case of
          information relating to Whitehall Associates and BAC and the
          Transactions, by Whitehall Associates and BAC, (ii) in the case
          of information relating to Borden, by Borden and (iii) in the
          case of information relating to Holdings, by Holdings, and the
          parties hereto desire to set forth their agreement with respect
          to indemnification of each other for such information in a manner
          consistent with the source of such information;

                    NOW, THEREFORE, in consideration of the premises and
          the mutual covenants herein contained, the parties hereto hereby
          agree as follows:

                    Section 1.  Definitions.  As used in this Agreement,
                                -----------
          the term "Indemnified Party" means, as to a particular party or
                    -----------------
          parties hereto, each other party hereto, each affiliate of such
          other party and their respective directors and officers or
          general and limited partners (including any director, officer,
          affiliate, employee, agent and controlling person of any of the
          foregoing) and each other person, if any, who controls such other
          party within the meaning of the Securities Act.

                    Section 2.  Indemnification.  (a)  Whitehall Associates
                                ---------------
          and BAC, jointly and severally, shall, and each of them hereby
          agrees to, indemnify and hold harmless, to the extent permitted
          by law, each Indemnified Party against any and all losses,
          claims, damages or liabilities, joint or several, and expenses
          (including reasonable attorney's fees and reasonable expenses of
          investigation) to which such Indemnified Party may become subject
          under the Securities Act, the Exchange Act, common law or
          otherwise, insofar as such losses, claims, damages or liabilities
          (or actions or proceedings in respect thereof, whether or not
          such Indemnified Party is a party thereto) arise out of or are
          based upon: 


   4
                                                                          3
                    (i)  any untrue statement or alleged untrue statement
               of any material fact; or 

                   (ii)  any omission or alleged omission to state therein
               a material fact required to be stated therein or necessary
               to make the statements therein (in the case of a prospectus,
               in light of the circumstances under which they were made)
               not misleading,

          contained in or omitted from the Whitehall/BAC Information (as
          hereinafter defined) included or incorporated by reference, or
          required to be included or incorporated by reference, in the
          Registration Statement (it being understood that whether
          information is required to be included or incorporated by
          reference or whether there has been an omission shall be
          determined without reference to any other information in the
          Registration Statement that is not Whitehall/BAC information) and
          Whitehall Associates and BAC, jointly and severally, will
          reimburse such Indemnified Party for any legal or any other
          expenses reasonably incurred by it in connection with
          investigating or defending any such loss, claim, liability,
          action or proceeding.  Such indemnity shall remain in full force
          and effect regardless of any investigation made by or on behalf
          of any party hereto or any Indemnified Party and shall survive
          the transfer of the Holdings Shares under the Registration
          Statement.  

                    "Whitehall/BAC Information" means the information which
                     -------------------------
          is included or incorporated by reference in the Registration
          Statement and is referred to under the caption "Whitehall/BAC
          Information" on Schedule A hereto, as such Schedule may be
          amended, supplemented or otherwise modified from time to time in
          accordance with Section 4 hereof (the "Schedule").
                                                 --------

                    (b)  Borden shall, and it hereby agrees to, indemnify
          and hold harmless, to the extent permitted by law, each
          Indemnified Party against any and all losses, claims, damages or
          liabilities, joint or several, and expenses (including reasonable
          attorney's fees and reasonable expenses of investigation) to
          which such Indemnified Party may become subject under the
          Securities Act, the Exchange Act, common law or otherwise,
          insofar as such losses, claims, damages or liabilities (or
          actions or proceedings in respect thereof, whether or not such
          Indemnified Party is a party thereto) arise out of or are based
          upon: 

                    (i)  any untrue statement or alleged untrue statement
               of any material fact; or 

                   (ii)  any omission or alleged omission to state therein
               a material fact required to be stated therein or necessary
               to make the statements therein (in the case of a prospectus,
               in light of the circumstances under which they were made)
               not misleading,


   5
                                                                          4

          contained in or omitted from the Borden Information (as
          hereinafter defined) included or incorporated by reference, or
          required to be included or incorporated by reference, in the
          Registration Statement (it being understood that whether
          information is required to be included or incorporated by
          reference or whether there has been an omission shall be
          determined without reference to any other information in the
          Registration Statement that is not Borden Information) and Borden
          will reimburse such Indemnified Party for any legal or any other
          expenses reasonably incurred by it in connection with
          investigating or defending any such loss, claim, liability,
          action or proceeding.  Such indemnity shall remain in full force
          and effect regardless of any investigation made by or on behalf
          of any party hereto or any Indemnified Party and shall survive
          the transfer of the Holdings Shares under the Registration
          Statement.

                    "Borden Information" means the information which is
                     ------------------
          included or incorporated by reference in the Registration
          Statement and is referred to under the caption "Borden
          Information" on the Schedule.

                    (c)  Holdings shall, and it hereby agrees to, indemnify
          and hold harmless, to the extent permitted by law, each
          Indemnified Party against any and all losses, claims, damages or
          liabilities, joint or several, and expenses (including reasonable
          attorney's fees and reasonable expenses of investigation) to
          which such Indemnified Party may become subject under the
          Securities Act, the Exchange Act, common law or otherwise,
          insofar as such losses, claims, damages or liabilities (or
          actions or proceedings in respect thereof, whether or not such
          Indemnified Party is a party thereto) arise out of or are based
          upon: 

                    (i)  any untrue statement or alleged untrue statement
               of any material fact; or 

                   (ii)  any omission or alleged omission to state therein
               a material fact required to be stated therein or necessary
               to make the statements therein (in the case of a prospectus,
               in light of the circumstances under which they were made)
               not misleading,

          contained in or omitted from the Holdings Information (as
          hereinafter defined) included or incorporated by reference, or
          required or to be included or incorporated by reference, in the
          Registration Statement (it being understood that whether
          information is required to be included or incorporated by
          reference or whether there has been an omission shall be
          determined without reference to any other information in the
          Registration Statement that is not Holdings Information) and
          Holdings will reimburse such Indemnified Party for any legal or
          any other expenses reasonably incurred by it in connection with



   6
                                                                          5
          investigating or defending any such loss, claim, liability,
          action or proceeding.  Such indemnity shall remain in full force
          and effect regardless of any investigation made by or on behalf
          of any party hereto or any Indemnified Party and shall survive
          the transfer of the Holdings Shares under the Registration
          Statement.  

                    "Holdings Information" means the information which is
                     --------------------
          included or incorporated by reference in the Registration
          Statement and is referred to under the caption "Holdings
          Information" on the Schedule.

                    (d)  Promptly after receipt by an Indemnified Party
          hereunder of written notice of the commencement of any action or
          proceeding with respect to which a claim for indemnification may
          be made pursuant to the Section 1(a), (b) or (c), such
          Indemnified Party will, if a claim in respect thereof is to be
          made against an indemnifying party, give written notice to the
          latter of the commencement of such action; provided that the
                                                     --------
          failure of the Indemnified Party to give notice as provided
          herein shall not relieve the indemnifying party of its
          obligations under Section 1(a), (b) or (c), as the case may be,
          except to the extent that the indemnifying party is actually
          prejudiced by such failure to give notice.  In case any such
          action is brought against an Indemnified Party, unless in such
          Indemnified Party's reasonable judgment a conflict of interest
          between such Indemnified Party and indemnifying parties may exist
          in respect of such claim, the indemnifying party will be entitled
          to participate in and to assume the defense thereof, jointly with
          any other indemnifying party similarly notified to the extent
          that it may wish, with counsel reasonably satisfactory to such
          Indemnified Party, and after notice from the indemnifying party
          to such Indemnified Party of its election so to assume the
          defense thereof, the indemnifying party will not be liable to
          such Indemnified Party for any legal or other expenses
          subsequently incurred by the latter in connection with the
          defense thereof other than reasonable costs of investigation.  No
          indemnifying party will consent to entry of any judgment or enter
          into any settlement which does not include as an unconditional
          term thereof, the giving by the claimant or plaintiff to such
          Indemnified Party of a release from all liability in respect to
          such claim or litigation.

                    (e)  If the indemnification provided for in this
          Section 1 shall for any reason be unavailable (including, without
          limitation, as a result of an inability to allocate
          responsibility for a material omission in accordance herewith to
          any party hereto) to or insufficient to hold harmless an
          Indemnified Party hereunder in respect of losses, claims, damages
          or liabilities, joint or several, and expenses (including
          reasonable attorney's fees and reasonable expenses of
          investigation) to which such Indemnified Party may become subject
          under the Securities Act, the Exchange Act, common law or
          otherwise (or actions or proceedings in respect thereof), then



   7
                                                                          6
          each indemnifying party shall, in lieu of indemnifying such
          Indemnified Party, contribute to the amount paid or payable by
          such Indemnified Party as a result of such loss, claim, damage or
          liability, or expenses (or actions or proceedings in respect
          thereof), in such proportion as shall be appropriate to reflect
          the relative benefits received by such indemnifying party on the
          one hand and the Indemnified Party on the other from the offering
          and exchange of the Holdings Shares and the relative fault of the
          indemnifying party on the one hand and the Indemnified Party on
          the other with respect to the statements or omissions which
          resulted in such loss, claim, damage or liability, or expenses
          (or actions or proceedings in respect thereof), as well as any
          other relevant equitable considerations.  The relative benefits
          of a party hereunder shall be determined by reference to the
          benefits received by each of them from the offering of the
          Holdings Shares pursuant to the Registration Statement and the
          Exchange Offer.  The relative fault of a party hereunder shall be
          determined by reference to whether the untrue or alleged untrue
          statement of a material fact or omission or alleged omission to
          state a material fact relates to information referred to in
          Section 1(a), (b) or (c), as the case may be, the intent of the
          parties and their relative knowledge, access to information and
          opportunity to correct or prevent such statement or omission. 
          Each party hereto agrees that it would not be just and equitable
          if contributions pursuant to this Section 1(e) were to be
          determined by pro rata allocation or by any other method of
          allocation which does not take into account the equitable
          considerations referred to herein.  The amount paid or payable by
          an indemnifying party as a result of the loss, claim, damage or
          liability, or expenses (or action or proceeding in respect
          thereof) referred to above shall be deemed to include, for
          purposes of this Section 1(e), any legal or any other expenses
          reasonably incurred by an Indemnified Party in connection with
          investigating or defending any such loss, claim, liability,
          action or proceeding.  No person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any person
          who was not guilty of such fraudulent misrepresentation.

                    (f)  Indemnification and contribution similar to that
          specified in the preceding paragraphs of this Section 1 (with
          appropriate modifications) shall be given by each party hereto
          with respect to any required registration or other qualification
          of the Holdings Shares for purposes of the Exchange Offer and the
          Merger under any federal or state law or regulation or
          governmental authority other than the Securities Act.

                    (g)  The obligations of the parties under this Section
          1 shall be in addition to any liability which any party may
          otherwise have to any other party.

                    Section 3.  Parties in Interest.  This Agreement shall
                                -------------------
          be binding upon and inure solely to the benefit of each party
          hereto, and, with respect to the provisions of Section 1 shall




   8
                                                                          7
          inure to the benefit of the persons or entities benefitting from
          the provisions thereof who are intended to be third-party
          beneficiaries thereof.  Except as provided in the preceding
          sentence, nothing in this Agreement, express or implied, is
          intended to or shall confer upon any other person any rights,
          benefits or remedies of any nature whatsoever under or by reason
          of this Agreement.

                    Section 4.  Amendments and Waivers.  The parties hereto
                                ----------------------
          acknowledge that the registration statement as originally filed
          may be amended by one or more pre-effective or post-effective
          amendments thereto.  Subject to Section 5, the parties hereto
          agree to amend the Schedule to reflect the scope of the
          information for which each is providing indemnification hereunder
          in a manner consistent with the intention of the parties set
          forth in the fifth recital hereto.  This Agreement may be
          otherwise amended and any party may take any action herein
          prohibited, or omit to take any action herein required to be
          performed by it, only if such party shall have obtained the
          written consent to such amendment, action or omission to act of
          each of the other parties hereto.

                    Section 5.  Cooperation; SEC Discussions.  Each party
                                ----------------------------
          hereto (a) agrees to cooperate with and provide assistance to the
          other parties in connection with the preparation and filing of
          the Registration Statement, (b) will be provided the opportunity
          to review each filing before it is made and (c) will be afforded
          the opportunity to receive and participate, to the extent
          reasonably practicable, in oral and written communications with
          the staff of the Commission in connection therewith.  Each party
          shall be deemed to have consented to any information included in
          or omitted from a particular caption designated as its
          information on the Schedule unless, prior to the filing of the
          Registration Statement (or a particular amendment or supplement
          thereto), such party objects to the inclusion or omission of such
          information in writing (or orally if promptly confirmed in
          writing).  Information to the inclusion or omission of which a
          party has timely objected in writing (the "Excluded Information")
                                                     --------------------
          shall not be Whitehall/BAC Information, Borden Information or
          Holdings Information, as the case may be, for purposes of Section
          1 hereof.  Notwithstanding the foregoing provisions of this
          Section 5(b), Excluded Information shall not include information
          incorporated by reference or derived (without material
          modification) from documents otherwise filed by the objecting
          party with the Commission.

                    Section 6.  Rights Under Other Agreements.  Except with
                                -----------------------------
          respect to rights to indemnification, each party agrees that
          nothing herein will limit or otherwise modify or affect any of
          its rights, duties or obligations under (a) in the case of
          Holdings, Whitehall Associates and the Purchaser, the
          Registration Rights Agreements or (b) in the case of Whitehall
          Associates, the Purchaser and Borden, the Merger Agreement.




   9
                                                                          8
                    Section 7.  Notices.  All notices and other
                                -------
          communications provided for hereunder shall be in writing and
          shall be by first class mail, telex, telecopier or hand delivery:

                    If to Holdings:

                              1301 Avenue of the Americas
                              New York, New York  10019
                              Attention:  Lawrence R. Ricciardi, Esq.

                    with a copy to:

                              Davis Polk & Wardwell
                              450 Lexington Avenue
                              New York, New York  10017
                              Attention:  David W. Ferguson, Esq.

                    If to BAC or Whitehall Associates:

                              c/o Kohlberg Kravis Roberts & Co.
                              9 West 57th St., Suite 4200
                              New York, New York  10019 
                              Attention:  Clifton S. Robbins

                    with a copy to:

                              Simpson Thacher & Bartlett
                              425 Lexington Avenue
                              New York, New York 10017
                              Attention:  David J. Sorkin, Esq.

                    If to Borden:

                              180 East Broad Street
                              Columbus, Ohio  43215
                              Attention:  Frank J. Tasco

                    with a copy to:

                              Wachtell, Lipton, Rosen & Katz
                              51 West 52nd Street
                              New York, New York  10019
                              Attention:  Andrew R. Brownstein, Esq.

          All such notices and communications shall be deemed to have been
          given or made (1) when delivered by hand, (2) five business days
          after being deposited in the mail, postage prepaid, or (3) when
          telecopied, receipt acknowledged.

                    Section 8.  Governing Law.  This Agreement shall be
                                -------------
          governed by and construed in accordance with the laws of the
          State of New York applicable to contracts made and to be
          performed therein.  The parties to this Agreement hereby agree to
          submit to the jurisdiction of the courts of the State of New York










   10
                                                                          9
          in any action or proceeding arising out of or relating to this
          Agreement.

                    Section 9.  Descriptive Headings.  The descriptive
                                --------------------
          headings used herein are inserted for convenience of reference
          only and shall not limit or otherwise affect the meaning of terms
          contained herein.

                    Section 10.  Counterparts.  This Agreement may be
                                 ------------
          executed in two or more counterparts, each of which shall be
          deemed to be an original, but all of which shall constitute one
          and the same agreement.

                    Section 11.  Severability.  In the event that any one
                                 ------------
          or more of the provisions, paragraphs, words, clauses, phrases or
          sentences contained herein, or the application thereof in any
          circumstances, is held invalid, illegal or unenforceable in any
          respect for any reason, the validity, legality or enforceability
          of any such provision, paragraph, word, clause, phrase or
          sentence in every other respect and of the remaining provisions,
          paragraphs, words, clauses, phrases or sentences hereof shall not
          be in any way impaired, it being intended that all rights, powers
          and privileges of the parties hereto shall be enforceable to the
          fullest extent permitted by law.

                        [Signatures appear on following page.]





























   11
                                                                         10
                    IN WITNESS WHEREOF, each of the parties has caused this
          Agreement to be executed on its behalf by its officers thereunto
          duly authorized, all as of the day and year first above written.

                                          RJR NABISCO HOLDINGS CORP.


                                          By:                            
                                               --------------------------
                                               Name:
                                               Title:

                                          WHITEHALL ASSOCIATES, L.P.

                                          By:  KKR Associates, a limited 
                                               partnership, its General
                                               Partner 


                                          By:                              
                                             ------------------------------
                                             Name:
                                             Title:  

                                          BORDEN ACQUISITION CORP.


                                          By:                              
                                             ------------------------------
                                             Name:  
                                             Title:  

                                          BORDEN, INC.


                                          By:                               
                                             -------------------------------
                                             Name:  
                                             Title: 










   12
                                      Schedule A
                                      ----------
                            (Dated as of November 8, 1994)

                              Whitehall/BAC Information
                              -------------------------

                    (a)  The inside and outside front and back cover pages
          of the Offering Circular/Prospectus.

                    (b)  The information in the Offering
          Circular/Prospectus under the captions:  

                    "Available Information" (insofar as it relates to
               Whitehall Associates or BAC); "Summary--The Purchaser and the
               Common Stock Partnerships" and "--The Exchange Offer, the
               Merger and Related Transactions"; "Certain Significant
               Considerations--Information Concerning the Transactions"
               (other than the second paragraph under "--Possible Loss of
               Stock Exchange Listing of Borden Common Stock"); "The
               Exchange Offer" (other than the third paragraph under
               "--Certain Regulatory Approvals and Legal Matters--Antitrust"
               and "--Pending Litigation"); "Description of Merger Agreement
               and Conditional Purchase/Option Agreement"; "Security
               Ownership of Certain Beneficial Owners and Management"
               (insofar as such information relates to KKR Associates);
               "The Purchaser and the Common Stock Partnerships"; and
               "Comparison of Rights of Holders of Borden and Holdings
               Common Stock".

                    (c)  The last paragraph of Item 20 in Part II of the
          Registration Statement.

                    (d)  Exhibits 1.1, 2.1, 2.2, 99.1, 99.2, 99.3, 99.4 and
          99.5 of the Registration Statement, and Item 21 in Part II of the
          Registration Statement with respect to such Exhibits.


                                  Borden Information
                                  ------------------

                    (a)  The information in the Offering
          Circular/Prospectus under the captions:  

                    "Available Information" (insofar as it relates to
               Borden); "Incorporation of Certain Documents by Reference"
               and the documents incorporated or deemed to be incorporated
               by reference thereby (insofar as it lists documents filed by
               Borden, documents subsequently filed by Borden and where
               Borden documents may be obtained); "Summary--Borden, Inc.,"
               "--Comparative Market Prices and Dividends" and "--Comparison
               of Certain Historical Per Share Data" (insofar as the
               information relates to per share data of Borden) and
               "--Borden, Inc. Summary Historical Consolidated Financial
               Data"; "Certain Significant Considerations--Information
               Concerning the Transactions" (solely with respect to the
               second paragraph under "--Possible Loss of Stock Exchange
               Listing of Borden Common Stock"); "The Exchange Offer"
               (solely with respect to the third paragraph under "--Certain




   13
                                                                          2
               Regulatory Approvals and Legal Matters--Antitrust" and
               "--Pending Litigation--Litigation Against Borden"); "Borden,
               Inc."; "Borden, Inc. Selected Historical Consolidated
               Financial Data"; "Description of Borden Capital Stock and
               Rights"; and "Experts" (insofar as it relates to Borden's
               financial statements and auditors).

                    (b)  Exhibit 23.2 of the Registration Statement, and
          Item 21 in Part II of the Registration Statement with respect to
          such Exhibit.


                                 Holdings Information
                                 --------------------

                    (a)  The information in the Offering
          Circular/Prospectus under the captions:

                    "Available Information" (insofar as it relates to
               Holdings); "Incorporation of Certain Documents By Reference"
               and the documents incorporated or deemed to be incorporated
               by reference thereby (insofar as it lists documents filed by
               Holdings, documents subsequently filed by Holdings and where
               Holdings documents may be obtained); "Summary--RJR Nabisco
               Holdings Corp.", "--Comparative Market Prices and Dividends"
               (insofar as the information relates to market prices and
               dividends of Holdings), "--Comparison of Certain Historical
               and Per Share Data (insofar as the information relates to
               per share data of Holdings), "--RJR Nabisco Holdings Corp.
               Summary Historical Consolidated Financial Data" and "--RJR
               Nabisco Holdings Corp. Summary Pro Forma Consolidated
               Financial Data"; "Certain Significant
               Considerations--Information Concerning Holdings"; "The
               Exchange Offer--Pending Litigation--Litigation Against
               Holdings"; "RJR Nabisco Holdings Corp."; "RJR Nabisco
               Holdings Corp. Selected Historical Consolidated Financial
               Data"; "RJR Nabisco Holdings Corp. Selected Pro Forma
               Consolidated Financial Data"; "Security Ownership of Certain
               Beneficial Owners and Management" (other than information
               relating to KKR Associates); "Description of Holdings
               Capital Stock"; "Legal Matters"; and "Experts" (insofar as
               it relates to Holdings' financial statements and auditors).

                    (b)  Item 20 (other than the last paragraph thereof) in
          Part II of the Registration Statement.

                    (c)  The Exhibits of the Registration Statement (other
          than Exhibits 1.1, 2.1, 2.2, 10.50, 23.2, 99.1, 99.2, 99.3, 99.4
          and 99.5), and Item 21 in Part II of the Registration Statement
          relating to such Exhibits (other than Exhibits 1.1, 2.1, 2.2,
          10.50, 23.2, 99.1, 99.2, 99.3, 99.4 and 99.5).

                    (d)  Item 22 in Part II of the Registration Statement,
          and the Signature Pages of the Registration Statement.

EX-99.77

   1





                                EXHIBIT 99.77
   2
Contact:

For Borden:                                        For KKR:
Nick Iammartino                                    Ruth Pachman/Dawn Dover
Borden                                             Josh Pekarsky
(614) 225-4485                                     Kekst and Company
                                                   (212) 593-2655


                                                   For Immediate Release



                   KKR Commences Exchange Offer for Borden

NEW YORK, NY, and COLUMBUS, OHIO, November 22, 1994 -- Kohlberg Kravis Roberts
& Co. and Borden, Inc. (NYSE: BN) announced today that KKR's affiliate, Borden
Acquisition Corp., has commenced its previously announced exchange offer for
all outstanding shares of common stock of Borden.  In the exchange offer, each
share of Borden common stock will be exchanged for a number of shares of common
stock of RJR Nabisco Holdings Corp. (NYSE: RN) owned by a KKR partnership
having a value of approximately $14.25, based on the average of the average of
the high and low sales prices of the RJR Nabisco common stock for each of the
ten consecutive trading days ending immediately prior to the ten business day
period ending on the expiration date of the exchange offer.

On September 23, 1994, Borden, Borden Acquisition and Whitehall Associates,
L.P., a KKR-affiliated partnership, signed a definitive agreement providing for
the acquisition of Borden by Borden Acquisition.  Also on that date, Borden
granted to Borden Acquisition an option to acquire 28,138,000 Borden shares at
a price of $11.00 per share, payable in shares of RJR Nabisco common stock.

The offer is conditioned upon, among other things, there being validly tendered
and not properly withdrawn prior to the expiration of the exchange offer a
number of Borden shares which, when added to any Borden shares previously
acquired by Borden Acquisition or its affiliates (other than pursuant to Borden
Acquisition's option), represents more than 41% of the Borden shares
outstanding on a fully diluted basis.  The offer is also subject to certain
other conditions.  If at least 41%,  but not more than 50%, of the Borden
shares are acquired in the offer, the option must be exercised to the extent
necessary so that KKR would own more than 50% of the Borden shares.

The exchange offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Tuesday, December 20, 1994 unless extended.

Morgan Stanley & Co. Incorporated is the dealer manager for the offer and D.F.
King & Co., Inc. is the information agent.
   3
The announcement is neither an offer to exchange nor a solicitation of an offer
to exchange any securities.  The Exchange Offer is being made solely by the
Offering Circular/Prospectus dated November 22, 1994 and the related Letter of
Transmittal.  The Exchange Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of securities in any jurisdiction in
which making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.  In any jurisdiction where the
securities, blue sky or other laws require the Exchange Offer to be made by a
licensed broker or dealer, the Exchange Offer shall be deemed to be made on
behalf of the Purchaser by Morgan Stanley & Co. Incorporated or one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.


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