- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 2)
                              -------------------
                             TENDER OFFER STATEMENT
                          PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                              -------------------
                                 BORDEN, INC.
                           (Name of Subject Company)
                              -------------------
    
                            BORDEN ACQUISITION CORP.
                           WHITEHALL ASSOCIATES, L.P.
                             KKR PARTNERS II, L.P.
                                   (Bidders)
                              -------------------
                    COMMON STOCK, PAR VALUE $.625 PER SHARE
                         (Title of Class of Securities)
                              -------------------
                                   099599102
                     (CUSIP Number of Class of Securities)
                              -------------------
                                HENRY R. KRAVIS
                         KOHLBERG KRAVIS ROBERTS & CO.
                         9 WEST 57TH STREET, SUITE 4200
                            NEW YORK, NEW YORK 10019
                                 (212) 750-8300
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)
                              -------------------
                                    COPY TO:
                             CHARLES I. COGUT, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 455-2000
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   
    This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on November 22, 1994 (as amended from time to time, the
"Schedule 14D-1") relating to the offer by Borden Acquisition Corp., a New
Jersey corporation (the "Purchaser"), a subsidiary of Whitehall Associates, L.P.
(the "Partnership"), an affiliate of Kohlberg Kravis Roberts & Co., L.P.
("KKR"), upon the terms and subject to the conditions set forth in the Offering
Circular/Prospectus dated November 22, 1994 (the "Offering Circular/Prospectus")
and in the related Letter of Transmittal (collectively, the "Exchange Offer"),
to exchange shares of common stock, par value $.01 per share (the "Holdings
Common Stock"), of RJR Nabisco Holdings Corp., a Delaware corporation
("Holdings"), owned by the Purchaser or its affiliates for all outstanding
shares (the "Borden Shares") of common stock, par value $.625 per share
(collectively, the "Borden Common Stock"), and the associated Preferred Stock
Purchase Rights (the "Rights"), of Borden, Inc., a New Jersey corporation
("Borden"), not already owned by the Purchaser or its affiliates. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to them in the Offering Circular/Prospectus.
    
 
   
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
    
 
   
    Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
    
 
   
    The information set forth in the Joint Press Release issued by KKR and
Borden on December 7, 1994 attached hereto as Exhibit 11(a)(9) (the "December 7
Joint Press Release") is incorporated herein by reference.
    
 
   
ITEM 5. PURPOSE OF EXCHANGE OFFER AND PLANS OR PROPOSALS OF THE BIDDER
    
 
   
    Items 5(a) and (c) of the Schedule 14D-1 is hereby amended and supplemented
as follows:
    
 
   
    The information set forth in the December 7 Joint Press Release is
incorporated herein by reference.
    
 
   
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        THE SUBJECT COMPANY'S SECURITIES
    
 
   
    Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows:
    
 
   
    The information set forth in the December 7 Joint Press Release is
incorporated herein by reference.
    
 
   
ITEM 10. ADDITIONAL INFORMATION
    
 
   
    Items 10(b), (c) and (f) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
    
 
   
    The information set forth in the December 7 Joint Press Release is
    incorporated herein by reference.
    
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
   
         
11(a)(9)    Joint Press Release issued by KKR and Borden on December 7, 1994.
1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BORDEN ACQUISITION CORP. By: /s/ SCOTT M. STUART .................................. Name: Scott M. Stuart Title: Vice President WHITEHALL ASSOCIATES, L.P. By: KKR Associates, a limited partnership, its General Partner By: /s/ HENRY R. KRAVIS .................................. Name: Henry R. Kravis Title: General Partner KKR PARTNERS II, L.P. By: KKR Associates, a limited partnership, its General Partner By: /s/ HENRY R. KRAVIS .................................. Name: Henry R. Kravis Title: General Partner Date: December 7, 1994 2 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- --------------------------------------------------------------------------- ---- 11(a)(9) Joint Press Release issued by KKR and Borden on December 7, 1994...........







          Contact:

          For Borden:                      For KKR:
          Jim Fingeroth/Fred Spar          Ruth Pachman/Dawn Dover/Josh Pekarsky
          Kekst and Company                Kekst and Company
          (212) 593-2655                   (212) 593-2655
          Nick Iammartino
          Borden, Inc.
          (614) 225-4485

                                           For Immediate Release
                                           ---------------------

                Exchange Ratio Set in KKR Offer for Borden Shares and
                       KKR and Borden Settle Shareholder Suits

          NEW YORK, NY and COLUMBUS, OHIO, December 7, 1994 -- Kohlberg
          Kravis Roberts & Co. and Borden, Inc. (NYSE: BN) announced today
          that, in connection with the exchange offer for all outstanding
          Borden shares by KKR's affiliate, Borden Acquisition Corp., and
          subject to the terms of the merger agreement among Borden, Borden
          Acquisition and Whitehall Associates, L.P. and the exchange offer,
          the number of shares of RJR Nabisco Holdings Corp. (NYSE: RN)
          common stock to be exchanged in the exchange offer for each share
          of Borden common stock will be 2.29146.

          The two companies also announced that they have reached an
          agreement-in-principle to settle the various lawsuits pending
          against them in New Jersey and Ohio state courts, and in the
          United States District Court for the Southern District of New
          York.  The proposed settlement will provide for the dismissal
          with prejudice of various federal and state law claims raised in
          these lawsuits, including allegations that Borden did not act
          fairly with respect to Japonica Partners' proposals for Borden, as
          well as other claims with respect to alleged breaches of
          fiduciary duties and alleged federal securities law violations.

          In connection with the agreement-in-principle to settle the
          lawsuits, Borden, Borden Acquisition and Whitehall Associates
          have amended their merger agreement to fix the exchange ratio. 
          Pursuant to this amendment, if for any reason the exchange offer
          is extended past 12:00 midnight, New York City time, on Tuesday,
          December 20, 1994, the exchange ratio will continue to be fixed
          at 2.29146 shares of RJR Nabisco Holdings common stock for each
          share of Borden common stock during any portion of the following
          twenty business days that the offer remains open. A KKR spokesperson
          said 
















                                                                          2



          that KKR expects to be in a position to consummate the exchange
          offer on December 20, 1994, although no assurance can be given
          that the offer will not be extended.

          Pursuant to the agreement-in-principle to settle the lawsuits,
          Whitehall Associates will commit to exercise its option to acquire
          28,138,000 shares of Borden common stock in exchange for shares of
          RJR Nabisco valued at approximately $11 per share if Whitehall or
          its subsidiary acquires more than 41% of the Borden shares pursuant
          to the exchange offer.  Previously, Whitehall had committed to
          exercise the option if it acquired more than 41% (but not more than
          50%) of the Borden shares in the exchange offer, although Whitehall
          could have chosen to exercise the option if it had received more
          than 50% of the Borden shares in the offer.  The expanded commitment
          is expected to provide a needed equity infusion in Borden, assuming
          that the exchange offer is completed.

          Under the agreement-in-principle, Whitehall also would commit to
          cause Borden's board of directors to continue to have at least two
          independent directors until a merger of Borden and a KKR affiliate
          is completed.  A KKR spokesperson said that KKR would attempt to
          consummate a merger as soon as practicable following the consummation
          of the exchange offer.

          This 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 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 the 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 Borden Acquisition by Morgan Stanley & Co. Incorporated,
          the Dealer Manager for the exchange offer, or one or more registered
          brokers or dealers that are licensed under the laws of such
          jurisdiction.


                                      #   #   #