- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 3)
                              -------------------
                             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. 3 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"), as supplemented by the Offering Circular/Prospectus
Supplement, dated December 7, 1994 (the "Offering Circular/Prospectus
Supplement"), 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 on the cover page and under the captions "Merger
Agreement Amendment" and "Recent Developments Relating to Certain Regulatory
Approvals and Legal Matters" of the Offering Circular/Prospectus Supplement 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 are hereby amended and supplemented
as follows:
    
 
   
    (a) The information set forth on the cover page and under the caption
"Merger Agreement Amendment" of the Offering Circular/Prospectus Supplement is
incorporated herein by reference.
    
 
    (c) The information set forth under the caption "Recent Developments
Relating to Certain Regulatory Approvals and Legal Matters--Commitment Regarding
Independent Directors" of the Offering Circular/Prospectus Supplement 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 on the cover page and under the caption "Merger
Agreement Amendment" of the Offering Circular/Prospectus Supplement is
incorporated herein by reference.
    
 
ITEM 10. ADDITIONAL INFORMATION
 
   
    Items 10(b), (c), (e) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
    
 
   
    The information set forth on the cover page and under the caption "Recent
Developments Relating to Certain Regulatory Approvals and Legal Matters" of the
Offering Circular/Prospectus Supplement is incorporated herein by reference.
    
 
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
   
         
11(a)(10)   Offering Circular/Prospectus Supplement dated December 7, 1994.
11(c)(5)    Second Amendment, dated as of December 6, 1994, among the Purchaser, the
            Partnership and Borden, to the Agreement and Plan of Merger, dated as of
            September 23, 1994, as amended by the Amendment thereto, dated as of November 15,
            1994, among the Purchaser, the Partnership and Borden.
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)(10) Offering Circular/Prospectus dated December 7, 1994........................ 11(c)(5) Second Amendment, dated as of December 6, 1994, among the Purchaser, the Partnership and Borden, to the Agreement and Plan of Merger, dated as of September 23, 1994, as amended by the Amendment thereto, dated as of November 15, 1994, among the Purchaser, the Partnership and Borden.........

OFFERING CIRCULAR/PROSPECTUS SUPPLEMENT
(To Offering Circular/Prospectus dated November 22, 1994)
                           Supplement Relating to the
                               Exchange Offer for
                     All Outstanding Shares of Common Stock
           (Including the Associated Preferred Stock Purchase Rights)
                                       of
                                  Borden, Inc.
                       By Exchanging for Each Such Share
                     A Number of Shares of Common Stock of
                           RJR Nabisco Holdings Corp.
                  Based on the Exchange Ratio Described Below
                                       by
                            Borden Acquisition Corp.
                    a corporation formed at the direction of
                         Kohlberg Kravis Roberts & Co.
                              -------------------
                THIS EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE
     AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 20, 1994,
                     UNLESS THE EXCHANGE OFFER IS EXTENDED.
                              -------------------
 
    This Offering Circular/Prospectus Supplement (this "Supplement") relates to
the offer by Borden Acquisition Corp., a New Jersey corporation (the
"Purchaser"), a wholly owned 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, as the Offering
Circular/Prospectus may be amended or supplemented from time to time, 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. Capitalized
terms used in this Supplement but not defined herein have the meanings assigned
to such terms in the Offering Circular/Prospectus.
 
    THIS SUPPLEMENT AMENDS AND SUPPLEMENTS THE OFFERING CIRCULAR/PROSPECTUS AND
SHOULD BE READ IN CONJUNCTION WITH THE OFFERING CIRCULAR/PROSPECTUS.
 
    This Supplement relates to, among other things, an amendment to the
Agreement and Plan of Merger, dated as of September 23, 1994, as amended as of
November 15, 1994 (the "Merger Agreement" and, as further amended by the
amendment thereto dated as of December 6, 1994, the "Amended Merger Agreement"),
among the Purchaser, the Partnership and Borden, to provide that the Exchange
Ratio will 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
("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 Offer; provided that the Exchange Ratio shall not be less than
1.78125 or greater than 2.375; and provided, further, that, unless the Exchange
Offer is extended past 12:00 Midnight, New York City time, on Friday, January
20, 1995, the Exchange Ratio shall be 2.29146. See "Merger Agreement Amendment"
herein.
 
    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 Borden Shares which, when added to any Borden Shares
previously acquired by the Partnership or the Purchaser (other than any of the
28,138,000 shares of Borden Common Stock subject to the Option), represents more
than 41% of the Borden Shares outstanding on a fully diluted basis (other than
dilution due to the Rights) (the "Minimum Condition"). The Exchange Offer is
subject to other terms and conditions, which Borden shareholders should
carefully consider. See "The Exchange Offer--Certain Conditions of the Exchange
Offer" in the Offering Circular/Prospectus.
 
    The reported last sale price of the Holdings Common Stock on December 6,
1994 on the NYSE Composite Tape was $5 15/16 per share. The reported last sale
price of the Borden Common Stock on December 6, 1994 on the NYSE Composite Tape
was $13 3/8 per share. Borden shareholders should obtain current quotes for the
Holdings Common Stock and the Borden Common Stock.
                                                        (continued on next page)
                              -------------------
 
SEE "SIGNIFICANT CONSIDERATIONS" IN THE OFFERING CIRCULAR PROSPECTUS FOR A
  DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY HOLDERS OF BORDEN 
    SHARES IN CONNECTION WITH THEIR CONSIDERATION OF THE EXCHANGE OFFER.
                              -------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS SUPPLEMENT OR THE OFFERING CIRCULAR/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                              -------------------
                 The Dealer Manager for the Exchange Offer is:
                              MORGAN STANLEY & CO.
                                  Incorporated
 
December 7, 1994

(continued from prior page)
 
                                   IMPORTANT
 
    Any shareholder desiring to tender all or any portion of such shareholder's
Borden Shares (and Rights if applicable) should either (1) complete and sign the
previously furnished Letter of Transmittal (or a facsimile thereof) in
accordance with the instructions in the Letter of Transmittal, mail or deliver
the Letter of Transmittal (or such facsimile) and any other required documents
to the Exchange Agent, and either deliver the certificates representing the
tendered Borden Shares ("Share Certificates") and, if separate, certificates
representing the tendered Rights ("Rights Certificates"), and any other required
documents to the Exchange Agent or tender such Borden Shares (and Rights if
applicable) pursuant to the procedure for book-entry transfer described in the
Offering Circular/Prospectus or (2) request such shareholder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such shareholder. Shareholders having Borden Shares (and Rights if applicable)
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender Borden Shares (and Rights if
applicable) so registered.
 
    Unless and until the Rights are redeemed in accordance with the Merger
Agreement, holders of Borden Shares will be required to tender the Rights
associated with such Borden Shares in order to effect a valid tender of such
Borden Shares.
 
    A shareholder who desires to tender Borden Shares (and Rights if applicable)
and whose Share Certificates (and Rights Certificates if applicable) are not
immediately available, or who cannot comply with the procedure for book-entry
transfer on a timely basis, may tender such Borden Shares (and Rights if
applicable) by following the procedures for guaranteed delivery described in the
Offering Circular/Prospectus.
 
    FOR PURPOSES OF THE PREVIOUSLY FURNISHED LETTER OF TRANSMITTAL AND NOTICE OF
GUARANTEED DELIVERY, AND ANY OTHER DOCUMENTS PREVIOUSLY FURNISHED TO BORDEN
SHAREHOLDERS IN CONNECTION WITH THE EXCHANGE OFFER, ALL REFERENCES THEREIN TO
THE OFFERING CIRCULAR/PROSPECTUS, THE EXCHANGE OFFER OR THE EXCHANGE RATIO SHALL
BE DEEMED TO REFER TO THE OFFERING CIRCULAR/PROSPECTUS AND THE EXCHANGE OFFER,
EACH AS AMENDED AND SUPPLEMENTED BY THIS SUPPLEMENT, AND TO THE EXCHANGE RATIO
AS AMENDED AS DESCRIBED IN THIS SUPPLEMENT.
 
    Questions and requests for assistance may be directed to Morgan Stanley &
Co. Incorporated (the "Dealer Manager") or to D.F. King & Co., Inc. (the
"Information Agent"), at their respective addresses and telephone numbers set
forth on the back cover of this Supplement and the Offering Circular/Prospectus.
Additional copies of this Supplement, the Offering Circular/Prospectus, a Letter
of Transmittal and a Notice of Guaranteed Delivery may also be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
 
                                       ii

    NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY OR BY
THE OFFERING CIRCULAR/PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS SUPPLEMENT AND THE OFFERING
CIRCULAR/PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PARTNERSHIP, THE
PURCHASER OR ANY AFFILIATE THEREOF, BY HOLDINGS OR BORDEN OR BY THE DEALER
MANAGER. THIS SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN
THE SECURITIES OFFERED HEREBY AND THEREBY, NOR DO THEY CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
AND THEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS
SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS AT ANY TIME NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN AND THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF AND THEREOF. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY
JURISDICTION BY THE PARTNERSHIP, THE PURCHASER OR ANY AFFILIATE THEREOF, BY
HOLDINGS OR BORDEN OR BY THE DEALER MANAGER THAT WOULD PERMIT A PUBLIC OFFERING
OF THE SECURITIES OFFERED HEREBY AND THEREBY OR POSSESSION OR DISTRIBUTION OF
THIS SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN IN THE UNITED STATES AND CERTAIN
PROVINCES IN CANADA. PERSONS INTO WHOSE POSSESSION THIS SUPPLEMENT AND THE
OFFERING CIRCULAR/PROSPECTUS COMES ARE REQUIRED BY THE PARTNERSHIP, THE
PURCHASER AND THEIR AFFILIATES, BY HOLDINGS AND BORDEN AND BY THE DEALER MANAGER
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THE OFFERING OF
THE SECURITIES OFFERED HEREBY AND THEREBY AND THE DISTRIBUTION OF THIS
SUPPLEMENT AND THE OFFERING CIRCULAR/PROSPECTUS.
 
                              -------------------
 
    All information contained or incorporated by reference in this Supplement
and the Offering Circular/Prospectus relating to KKR, the Common Stock
Partnerships and the Purchaser has been supplied by the Purchaser, all such
information relating to Holdings has been supplied by Holdings and all such
information relating to Borden has been supplied by Borden. Certain of such
information relating to the Transactions has been supplied by the Purchaser or
Borden.
 
                              -------------------
 
                             AVAILABLE INFORMATION
 
    Holdings and Borden are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Holdings and Borden with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and should be available at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, material
filed by Holdings and Borden can be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
 
    Holdings has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Holdings Common Stock to be offered in the Transactions. The Purchaser has filed
a Tender Offer Statement on Schedule 14D-1 (together with any amendments
thereto, the "Schedule 14D-1") with the Commission in connection with the
Exchange Offer. This Supplement and the related Offering Circular/Prospectus do
not contain all the information set forth in the Registration Statement or the
Schedule 14D-1 and the exhibits thereto. Such additional information may be
obtained from the Commission's principal office in Washington, D.C. Statements
contained in this Supplement and the related Offering Circular/Prospectus or in
any document incorporated in this Supplement and the related Offering
Circular/Prospectus by reference as to the contents of any
 
                                      S-1

contract or other document referred to herein or therein include the material
terms of such contracts or other documents but are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or the Schedule 14D-1
or such other document, each such statement being qualified in all respects by
such reference.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed with the Commission by Holdings (File No.
1-10215) pursuant to the Exchange Act are incorporated by reference in this
Supplement and the related Offering Circular/Prospectus:
 
        1. Holdings' Annual Report on Form 10-K for the year ended December 31,
    1993 (which incorporates by reference certain information from Holdings'
    Proxy Statement relating to the 1994 Annual Meeting of Shareholders);
 
        2. Holdings' Quarterly Reports on Form 10-Q for the three months ended
    March 31, 1994, the six months ended June 30, 1994 and the nine months ended
    September 30, 1994;
 
        3. Holdings' Current Report on Form 8-K/A filed April 27, 1994; and
 
        4. The Consolidated Financial Statements of Holdings as of December 31,
    1993 and 1992 and for each of the years in the three year period ended
    December 31, 1993 and the related notes thereto, and Management's Discussion
    and Analysis of Financial Condition and Results of Operations, included in
    the Registration Statement on Form S-3 (Registration No. 33-52381), at the
    time such Registration Statement was declared effective by the Commission.
 
    The following documents filed with the Commission by Borden (File No. 1-71)
pursuant to the Exchange Act are incorporated by reference in this Supplement
and the related Offering Circular/Prospectus:
 
        1. Borden's Annual Report on Form 10-K for the year ended December 31,
    1993 (which incorporates by reference certain information from Borden's
    Proxy Statement relating to the 1994 Annual Meeting of Shareholders and
    Borden's 1993 Annual Report to Shareholders);
 
        2. Borden's Quarterly Reports on Form 10-Q for the three months ended
    March 31, 1994, the six months ended June 30, 1994 (as amended by the Form
    10-Q/A (Amendment No. 1)) and the nine months ended September 30, 1994 (as
    amended by the Form 10-Q/A (Amendment No. 1));
 
        3. Borden's Current Reports on Form 8-K dated January 5, 1994, March 21,
    1994, September 11, 1994 and September 12, 1994, and its two Current Reports
    on Form 8-K, each dated October 5, 1994; and
 
        4. Borden's Solicitation/Recommendation Statement on Schedule 14D-9
    filed on November 22, 1994, as amended by Amendment No. 1 thereto filed on
    December 1, 1994, Amendment No. 2 thereto filed on December 2, 1994,
    Amendment No. 3 thereto filed on December 5, 1994 and Amendment No. 4
    thereto filed on December 6, 1994 (the "Schedule 14D-9").
 
    All documents and reports filed by Holdings and Borden pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Supplement
and the related Offering Circular/Prospectus and prior to the completion of the
Transactions (including any further amendments to the Schedule 14D-9 filed
pursuant to Rules 14d-9 and 14e-2 under the Exchange Act) shall be deemed to be
incorporated by reference in this Supplement and the related Offering
Circular/Prospectus and to be a part hereof from the dates of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Supplement and the related Offering
Circular/Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Supplement and the related Offering
Circular/Prospectus.
 
                                      S-2

    THIS SUPPLEMENT AND THE RELATED OFFERING CIRCULAR/PROSPECTUS INCORPORATES
DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.
SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS SUPPLEMENT OR THE RELATED
OFFERING CIRCULAR/PROSPECTUS IS DELIVERED, ON WRITTEN OR ORAL REQUEST, IN THE
CASE OF DOCUMENTS RELATING TO HOLDINGS, TO RJR NABISCO, INC., 1301 AVENUE OF THE
AMERICAS, NEW YORK, NEW YORK 10019 (TELEPHONE NUMBER (212) 258-5600), ATTENTION:
INVESTOR RELATIONS DEPARTMENT; OR, IN THE CASE OF DOCUMENTS RELATING TO BORDEN,
TO BORDEN, INC., 180 EAST BROAD STREET, COLUMBUS, OHIO 43215 (TELEPHONE NUMBER
(614) 225-3395), ATTENTION: DOCUMENTS MAILING DEPT. IN ORDER TO ENSURE TIMELY
DELIVERY OF DOCUMENTS, ANY REQUEST SHOULD BE MADE NO LATER THAN FIVE DAYS PRIOR
TO THE EXPIRATION DATE (AS HEREINAFTER DEFINED), AS IT MAY BE EXTENDED FROM TIME
TO TIME.
 
                                      S-3

                           MERGER AGREEMENT AMENDMENT
 
    In connection with an agreement-in-principle (the "Proposed Settlement") to
settle the various legal proceedings pending in New Jersey state court, Ohio
state court and in the United States District Court for the Southern District of
New York against Borden, KKR and their respective directors, executive officers
and related parties described under the "The Exchange Offer--Pending Litigation"
in the Offering Circular/Prospectus and under "Recent Developments Relating to
Certain Regulatory Approvals and Legal Matters--Recent Litigation; Proposed
Settlement" herein, the Merger Agreement has been amended as of December 6, 1994
to provide that the Exchange Ratio will 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 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 Offer; provided that the Exchange Ratio shall not be less than
1.78125 or greater than 2.375; and provided, further, that, unless the Exchange
Offer is extended past 12:00 Midnight, New York City time, on Friday, January
20, 1995, the Exchange Ratio shall be 2.29146. For purposes of the Exchange
Offer, a full trading day is a day on which the NYSE is open for trading and
does not close prior to its scheduled closing time for such day.
 
    Accordingly, unless the Exchange Offer is extended past 12:00 Midnight, New
York City time, on Friday, January 20, 1995, each Borden Share accepted by the
Purchaser in accordance with the Exchange Offer shall be exchanged for 2.29146
fully paid and nonassessable shares of Holdings Common Stock. Such Exchange
Ratio is 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 NYSE Composite Tape on each of
the ten full consecutive trading days ending on and including December 6, 1994.
The value of 2.29146 shares of Holdings Common Stock may be more or less than
$14.25 at any given time. The Purchaser does not currently intend to extend the
Exchange Offer beyond December 20, 1994, although no assurance can be given that
the Exchange Offer will not be extended. Any extension of the Exchange Offer
would be made in accordance with the provisions described under "The Exchange
Offer--Extension of Tender Period; Termination; Amendment" in the Offering
Circular/Prospectus.
 
    In connection with the change to the term Exchange Ratio discussed above,
technical changes have also been made to the Merger Agreement to clarify that
during the period that the Exchange Ratio is fixed at 2.29146 shares, certain
calculations based on the average of the average sales prices of Holdings Common
Stock shall not be given effect.
 
                        RECENT DEVELOPMENTS RELATING TO
                 CERTAIN REGULATORY APPROVALS AND LEGAL MATTERS
 
RECENT LITIGATION; PROPOSED SETTLEMENT
 
    As previously disclosed, on November 30, 1994, a putative class action
captioned Petersen, et al. v. Borden, Inc., et al., Case No. 94 CIV 8648, was
filed by purported shareholders of Borden in the United States District Court
for the Southern District of New York against Borden, members of Borden's board
of directors, Holdings, members of Holdings' board of directors, KKR, certain
partners and executives of KKR, and Borden's financial advisors, Lazard Freres
and First Boston. The complaint alleges, among other things, (1) violations of
Sections 14(e) and 20(a) of the Exchange Act by Borden, KKR and Borden's board
of directors; (2) violations of Section 11 of the Securities Act by Lazard
Freres, First Boston and certain officers and directors of Holdings and partners
and executives of KKR; and (3) breach of fiduciary duty by Borden and Borden's
board of directors, which breach of fiduciary duty allegedly was aided and
abetted by KKR. The complaint seeks equitable relief, including, among other
things, a preliminary injunction and declaratory relief, as well as money
damages.
 
    On December 6, 1994, the parties to the various legal proceedings pending in
New Jersey state court, Ohio state court and in the United States District Court
for the Southern District of New York
 
                                      S-4

against Borden, KKR and their respective directors, executive officers and
related parties described under the "The Exchange Offer--Pending Litigation" in
the Offering Circular/Prospectus and in the preceding paragraph agreed to the
Proposed Settlement pursuant to which all such legal proceedings will be
dismissed with prejudice. The Proposed Settlement will be subject to certain
conditions, including, among other things, court approval and certain other
matters described herein. In addition, in connection with the Proposed
Settlement, plaintiffs will seek court approval for reimbursement of their
attorneys' fees and expenses in an aggregate amount of not more than $3.2
million.
 
    Merger Agreement Amendment. In connection with the Proposed Settlement, the
Merger Agreement has been amended. See "Merger Agreement Amendment" herein.
 
    Conditional Commitment to Exercise Option. In connection with the Proposed
Settlement, the Partnership will commit to exercise its Option to acquire all of
the 28,138,000 shares of Borden Common Stock subject to the Option but not
previously purchased upon the exercise thereof if the Purchaser or the
Partnership or a direct or indirect wholly owned subsidiary of the Partnership
acquires more than 41% of the Borden Shares in accordance with the terms and
conditions of the Exchange Offer. If the Option is exercised and the shares of
Holdings Common Stock received by Borden in connection with such exercise are
sold or otherwise monetized by Borden, there can be no assurance as to the
proceeds which Borden would receive upon such sale or other monetization. See
"Description of Merger Agreement and Conditional Purchase/Option Agreement" in
the Offering Circular/ Prospectus.
 
    Commitment Regarding Independent Directors. In connection with the Proposed
Settlement, the Partnership will commit that, if Borden Shares are acquired
pursuant to the Exchange Offer, the Partnership will cause, for so long as KKR
and its affiliates retain majority voting control of Borden, at least two 
independent directors unaffiliated with KKR, the Common Stock Partnerships or 
Borden to be elected to the board of directors of Borden until the Merger is 
consummated.

    Certain Other Matters in Connection with the Proposed Settlement.  Under the
Proposed Settlement, (i) certain additional disclosure has been included in 
this Supplement as requested by the plaintiffs' attorneys and (ii) the parties 
would agree that the plaintiffs' attorneys have been afforded an opportunity 
to meet with, and have met with, Lazard Freres and First Boston to make full 
and unrestricted inquiries regarding the financing of the Exchange Offer and 
the nature of the expressions of interest regarding the sale of Borden, 
including communications received from Japonica Partners described herein.  
Such meeting occurred on December 5, 1994.  In addition, the Proposed 
Settlement is fully contingent on the Purchaser consummating the Exchange Offer.

 
EEA MERGER REGULATION
 
    On November 24, 1994, the European Commission issued a Decision Letter,
pursuant to the Merger Regulation, declaring the proposed acquisition of Borden
by an affiliate of KKR compatible with the common market and with the
functioning of the EEA Agreement.
 
               RECENT DEVELOPMENTS RELATING TO BORDEN BACKGROUND
 
    On November 30, 1994, Borden announced that it had received the following
letter from Japonica (the "Japonica November 30 letter") and that the Borden
board of directors would consider and respond to such letter as soon as
practicable:
 
                                                               November 30, 1994
 
    Frank J. Tasco
    Director
    Borden, Inc.
    277 Park Avenue
    New York, NY 10172
 
    Dear Mr. Tasco:
 
        Japonica Partners is pleased to make the definitive proposal you have
    requested. Under our $2.4 billion proposal, Borden, Inc. shareholders would
    receive cash and securities valued at $17.00 per share, a 19% premium over
    the stated value of the KKR/Lazard proposal and a 43% premium over the
    trading price on the day preceding the announcement of the KKR/Lazard
    proposal.
 
                                      S-5

        The greatest potential for an increase in shareholder wealth will come
    from unleashing the value contained within the company. Shareholders who
    desire to participate in Borden, Inc.'s recovery will be provided the
    opportunity to do so through a tax advantaged transaction in which a
    substantial portion of the consideration would be realized without the
    recognition of gain. Our proposal provides the resources for those
    shareholders wishing to divest their common equity investment in Borden,
    Inc. at $17.00 per share (a minority in our view).
 
    Shareholders Participate in Borden, Inc.'s Recovery
 
        Borden, Inc. would spin off its packaged foods division ("Borden Foods")
    and dairy business ("Borden Nutrition") through a stock dividend consisting
    of one share each of Borden Foods and Borden Nutrition per share of Borden,
    Inc. As a result, continuing shareholders of Borden, Inc. would have shares
    of three independent public companies with an aggregate initial value of
    $17.00 per share (see the two attached comparisons of the values in our
    proposal with the KKR/Lazard proposal). We believe that the value of these
    shares will increase to between $22.00 and $25.00 per share, based on our
    earnings projections for 1995 of $1.41 per share and $2.03 per share for
    1996 (see attached EPS chart). We are confident that these results can be
    achieved through effective execution of 1990's business practices, such as
    best in class use of Efficient Consumer Response, a refocus of company
    resources towards value-added products and a movement away from the current
    commodity mentality.
 
    Shareholders Desiring to Divest their Common Equity Positions
 
        Concurrent with the spin-off, Japonica is prepared to make an initial
    cash investment of $430 million to purchase common equity. This cash,
    together with an additional $240 million in Borden, Inc. preferred stock,
    priced to trade at par, would be used to repurchase 30% of Borden, Inc.'s
    currently outstanding shares at $17.00 a share.
 
        For our $430 million investment, Japonica would receive shares in the
    three public companies in varying percentages, priced on the same basis used
    for the valuation to Borden, Inc. shareholders (an aggregate of $17.00 per
    share). The allocation of Japonica's investment will be weighted toward the
    units requiring the greatest turnaround. Japonica would also receive
    warrants to acquire 10% of Borden, Inc. at an exercise price of $17.00 per
    share, i.e., an incentive comparable to that which was to be provided to RJR
    Nabisco in the agreement in principle relating to its proposed equity
    infusion which was subsequently withdrawn unilaterally by RJR/KKR.
 
    Continued Control by Borden, Inc. Shareholders
 
        Consistent with Japonica's philosophy of responsiveness to the interests
    of shareholders, Japonica's representation on the boards of Borden, Inc. and
    its constituent companies will be in appropriate proportion to its equity
    ownership in each company. Recommendations for additional directors will be
    actively solicited from shareholders. Japonica Partners' willingness to
    limit the extent of its control is in response to the desire of Borden,
    Inc.'s shareholders to continue to possess the potential to participate in
    control premiums realized from a future change in control once the basic
    shareholder values are restored.
 
        As should be obvious, the bulk of the $2.4 billion comes from the
    recovery opportunities of the three separate public companies. Our
    relatively modest initial equity investment is intended to accommodate what
    we believe to be current shareholders' desire to share in Borden, Inc.'s
    recovery. While Japonica's ownership is smaller than our historical
    investments, it is a reflection of appropriate financing for the 1990's.
    Accordingly, we do not anticipate excessively leveraging our investment.
 
                                      S-6

    Next Steps
 
        We wish to meet with the Board of Directors in New York on December 6th
    after the close of the market. We are making arrangements for appropriate
    facilities. At this meeting, we would be prepared to respond to questions
    you may have as to our proposal. In order to assure appropriate shareholder
    input at this meeting, we would suggest that representatives of your more
    substantial institutional shareholders be invited to participate.
 
        We believe that your fiduciary duties as directors mandate that you take
    steps to provide Borden, Inc. shareholders with a fair opportunity to select
    between our proposal and the KKR/Lazard proposal. Toward that end, we would
    urge you to call a special meeting of Borden, Inc. shareholders. As you
    know, Borden, Inc. shareholders holding 10% of Borden, Inc.'s stock have the
    right under New Jersey law to petition a New Jersey court to call a special
    meeting of shareholders. The ability to call a special meeting is also held
    by you, individually, as Chairman of the Board, and by Ervin Shames, as
    Chief Executive Officer who abstained from the vote on the KKR/Lazard
    proposal. If the board would prefer that shareholders act independently to
    call a meeting, we are willing to consider providing appropriate assistance
    to facilitate such a meeting.
 
        We are firmly convinced that after you have reviewed our proposal and
    met with us, the board may wish to withdraw its recommendation in favor of
    the KKR-Lazard proposal, and allow shareholders to decide between the two
    transactions in a non-coercive manner. We look forward to our discussions
    and to our role in enhancing shareholder value as a proactive white knight.
 
                                                    Sincerely,
 
                                                    /s/ JAPONICA PARTNERS
 
                                                    JAPONICA PARTNERS
 
    cc: Board of Directors
 
    On December 1, 1994, the Borden board met and reviewed the Japonica November
30 letter. Following the conclusion of such meeting, on behalf of the Borden
board, a letter was sent to Japonica. This letter advised Japonica that the
Borden board's objective is to maximize the value of Borden for its shareholders
and to do so the Borden board will pursue whatever transaction the Borden board
believes most likely to achieve its objective. The Borden board's letter also
noted that the Japonica November 30, 1994 letter is silent on many important
details, given the complex nature of the transactions it describes. Therefore,
in view of the time factors involved in the transaction involving the Common
Stock Partnerships and the Japonica proposal, the Borden board requested that
Japonica meet with the Borden board's representatives on Sunday, December 4,
1994, noting that one of the Borden board's independent directors would chair
the meeting on the Borden board's behalf. The Borden board's letter stated that
the purpose of the meeting would be to obtain detailed information about
Japonica's plans in order to assist the Borden board in its consideration of the
proposal set forth in the Japonica November 30 letter. In this connection, the
Borden board's letter requested that Japonica provide the Borden board with
detailed information on a number of fundamental questions raised in its review
of the Japonica November 30 letter, including: how Japonica would cause all of
Borden's shares to be worth $17 in the near future, the basis for and
assumptions underlying the per share earnings forecasts of the Japonica plan
which, notwithstanding preferred stock charges, are at levels more than double
estimates by Borden's management; how Japonica intended to deal with legal
issues such as fraudulent conveyance and illegal dividends for its proposed
spin-offs; how Japonica would handle Borden's debt that would become prepayable
as a result of the split up of Borden proposed by Japonica; the sources of
Japonica's financing and any material contingencies thereto; the dividend rate
and other terms required to cause the preferred stock to be issued under the
Japonica plan to trade at par; and the time period
 
                                      S-7

necessary to implement the contemplated transactions (including obtaining
assurances as to the tax-free status thereof) and how Japonica would propose to
protect Borden shareholders against possible adverse developments in the interim
period. The Borden board's letter noted that its questions were not intended to
limit the discussion at the meeting but merely to give guidance to Japonica in
preparing for the meeting and that Japonica was invited to present whatever
other information it wished. The Borden board's letter concluded by requesting
confirmation that Japonica would be willing to meet on December 4, 1994, noting
that if the date was not convenient for Japonica, the Borden board will make
every effort to schedule something more convenient; the letter also requested
that if Japonica was unable to meet on such date, that Japonica provide the
Borden board with a written response to the Borden board's questions on or
before such date. Following the delivery of the Borden board's letter to
Japonica, it was publicly reported that a Japonica spokesman had stated that
Japonica would respond to the Borden board's request as soon as practicable.
 
    After the close of business on December 2, 1994, on behalf of the Borden
board, a letter was sent to Japonica canceling the meeting scheduled by the
Borden board for December 4, 1994 in response to the Japonica November 30, 1994
Letter. The meeting was cancelled after Borden received no confirmation from
Japonica that it would attend the scheduled meeting, and after a telephone call
seeking such confirmation was not returned.
 
    On December 4, 1994, a letter dated December 3, 1994 was sent to Borden by
Japonica. Among other matters, the Japonica letter requested that the Borden
board attend a meeting Japonica had scheduled on December 6, 1994 at a public
hotel room in New York. In its letter, Japonica also stated that it was prepared
to discuss modifications to its proposal that would further enhance shareholder
value.
 
    On December 4, 1994, on behalf of the Borden board, a letter was sent to
Japonica responding to Japonica's December 3 letter. In the Borden board's
letter, the Borden board agreed to a meeting on December 6, 1994 at Borden's New
York office and requested confirmation from Japonica by 4:00 p.m. on December 5,
1994 that it would attend the scheduled meeting. The letter stated that Japonica
was welcome to bring representatives of its financing sources, if any, to the
meeting, but that Borden did not expect others to attend. The Borden board's
letter also continued to request written responses to the questions contained in
the Borden board's December 1 letter, which it had still not received.
 
    On December 5, 1994, letters were sent to the Chairman of the Board of
Borden by Japonica and to Borden's Chief Executive Officer by Mr. Kazarian of
Japonica. Similar letters may have been sent to other directors. Among other
matters, these letters sought to confirm a public meeting Mr. Kazarian had
called on December 6, 1994.
 
    On December 5, 1994, after Borden received no response to the letter sent to
Japonica on December 4, 1994, the Borden board met to consider further the
November 30, 1994 letter from Japonica. The Borden board determined that it had
gone out of its way to give Japonica an opportunity to address the Borden
board's concerns in a businesslike and professional manner. Based upon
Japonica's conduct, the Borden board concluded that Japonica did not have
acceptable answers to the Borden board's questions, although it expressed a
willingness to consider any additional information that Japonica might provide.
Accordingly, after consultation with Borden's management and financial and legal
advisors, the Borden board concluded that Japonica's November 30, 1994 letter
did not present an attractive alternative to the transactions contemplated by
the Merger Agreement. This determination and the reasons therefor were
summarized in a letter to Japonica which is set forth below.
 
                                      S-8

                                                                December 5, 1994
 
    Japonica Partners
    30 Kennedy Plaza
    Providence, RI 02903
 
    Attention: Mr. Paul Kazarian
 
    Gentlemen:
 
        The Borden Board of Directors has concluded for the reasons described
    below that your November 30, 1994 letter does not present an attractive
    alternative to the Whitehall transaction and that your claims in that letter
    are not realistic or credible.
 
        Based upon our in-depth knowledge of Borden, including our analysis of
    various restructuring alternatives over the last 18 months, the information
    you have provided, and after consultation with Borden's management and our
    financial and legal advisors, the Board:
 
           . Does not believe that you could cause Borden's common shares to be
             worth $17 in the near future. In this regard, we note that you do
             not contemplate injecting equity into Borden and that your proposal
             will increase the Company's fixed charges.
 
           . Considers as unrealistic your earnings per share forecasts which
             for most years are more than double management's estimates.
 
           . Considers that your proposed spin-offs would likely entail serious
             legal issues involving fraudulent conveyance and illegal dividends
             and believes it is far from clear that the spin-offs can be
             accomplished on a tax-free basis.
 
           . Has serious doubts that you will be able to obtain consents or
             refinancing for the at least $1.4 billion of debt that would become
             due as a result of the implementation of your proposal. In this
             regard, we note that the Board considers that Borden already has
             too much debt and that your proposal will further increase the
             Company's leverage.
 
           . Believes that if you had committed financing without material
             contingencies for the transactions you contemplate, you would have
             provided the Board with some evidence thereof.
 
           . Believes that the preferred stock to be exchanged for common stock
             pursuant to your proposal would require a high dividend rate and
             other restrictive terms in order to trade at par, causing a further
             burden to the Company.
 
           . Believes that it would take at least six months to implement the
             transactions contemplated by your proposal and possibly longer and
             notes your proposal does not protect Borden or its shareholders
             against any possible adverse developments in the interim period.
 
        We have gone out of our way to give you the opportunity to address with
    us in a businesslike and professional atmosphere the concerns that led to
    the conclusions set forth above. You have declined to attend two meetings we
    have scheduled for that purpose or to provide written responses to our
    questions. These failures follow your refusal several months ago to accept
    our offer to provide you confidential Borden information on customary terms.
    We conclude that you have no acceptable answers to the fundamental issues we
    have raised and prefer to engage in publicity-seeking rather than
    substantive dialogue.
 
        As we have advised you, our objective is to maximize the value of Borden
    for its shareholders, and we will pursue whatever transaction we believe
    most likely to achieve our objective. If you
 
                                      S-9

    choose to provide us with additional information about your proposal, we
    will review it in light of this objective.
 
                                             On behalf of the Board of
                                             Directors,

                                             /s/ Frank J. Tasco

                                             Frank J. Tasco
                                             Chairman
 
    Following the delivery of the foregoing letter, several members of the
Borden board received telephone calls from a Japonica representative inviting
them to the public meeting scheduled by Japonica for December 6, 1994. The
Borden board declined to attend. The full text of the foregoing correspondence
between Japonica and Borden has been filed as exhibits to Borden's Schedule
14D-9, as amended.
 
   
    At its board of directors' meeting on December 5, 1994, the Borden board
approved, subject to reaching a satisfactory agreement-in-principle, the form of
the December 6, 1994 amendment to the Merger Agreement and the proposed
settlement of the pending litigation described above under "Merger Agreement
Amendment" and "Recent Developments Relating to Certain Regulatory Approvals and
Legal Matters--Recent Litigation; Proposed Settlement," respectively. On
December 6, 1994, agreement-in-principle was reached with respect to the
Proposed Settlement and the amendment to the Merger Agreement was entered into
as of that date.
    
 
   
    On December 6, 1994, Japonica Partners held its public meeting, which Borden
did not attend. Following the meeting, Japonica released the following letter to
the press:
    
 
                                                                December 6, 1994
 
    Mr. Frank Tasco
    Chairman
    Borden, Inc.
    277 Park Avenue
    New York, NY 10172
    Dear Mr. Tasco:
 
        Despite your refusal to obtain first-hand responses to questions you
    have raised and despite your unwillingness to thereby avail yourself of the
    opportunity to follow-on discussions, we are submitting the following
    modifications to our proposal. We believe these modifications both increase
    the attractiveness of the proposal to Borden shareholders and satisfy points
    that you have raised.
 
        We remain willing to address any concerns in a fair and open forum. You
    shouldn't be reluctant to obtain information that could substantially
    enhance shareholder value, nor should you allow your advisors to ask and
    answer their own questions without challenge. Such actions are inconsistent
    with shareholder democracy and the inclusive process by which corporations
    should be governed.
 
        Pursuant to your request for written information on Japonica's proposed
    Plan improvements to its November 30th proposal, please accept the
    following:
 
        Point One: Increase our Investment in Borden to $660 million. We will
    inject an additional $230 million cash into Borden to relieve the current
    concerns regarding the Company's financial profile at the $17.00 per share
    market valuation. The $230 million additional Japonica investment will be on
    terms that should have a positive impact on the Company's credit rating. We
    anticipate this will be in the form of convertible securities with a market
    rate (which we believe to be approximately 6 percent for preferred stock)
    convertible into common equity at a premium of
 
                                      S-10

    approximately 20 percent to the underlying common stock, and with the Borden
    common stock trading at $13.625, a 20 percent premium equals almost $17 per
    share.
 
        The Convertible Securities will be in the form of Pay-in-Kind ("PIK")
    preferred stock but the Company will have the option to exchange the
    preferred shares for debt depending on its tax position. Because of the PIK
    provision, the Company will not be obliged to pay cash dividends or interest
    but could if it wishes make the payments in securities at a 10 percent
    coupon rate.
 
        Point Two: $430 million Stock Purchase Via Tender Offer. The $430
    million stock purchased for $17.00 per share contemplated by our original
    proposal would be made by Japonica directly either in the open market or via
    a tender offer at the Company's option.
 
        This should result in substantial improvement in timing in the execution
    of the proposal and should alleviate expressed concerns about the share
    repurchase.
 
        Point Three: Eliminate the Preferred to be Exchanged for Common. The
    $230 million of preferred stock to be exchanged for common was eliminated to
    remove any obstacles the Company's advisors may have in connection with the
    Japonica Proposal and to eliminate any concerns over trading values,
    additional fixed charges, or increased debt levels.
 
        The proceeds of our increased investment could be available for
    corporate purposes or securities repurchases as the situation merits.
 
        Point Four: Change in Board Composition. In connection with this
    increased investment, we would be willing to allow all the current Board
    members to withdraw and be replaced by directors to be designated by major
    institutional shareholders. Our assumption is that all directors will wish
    to withdraw. Japonica would have board representation equal to its economic
    investment.
 
        Point Five: Other. Given our increased investment, we are required to
    increase the level of $17.00 warrants to 20 percent. Also, the revised
    structure will require transaction fees of approximately 40 percent of the
    fees approved in connection with the KKR offer.
 
        We look forward to maximizing Borden's shareholder value as a proactive
    white knight. Our proposal is made pursuant to your on-going request.
 
                                             Respectfully,
                                             /s/ Japonica Partners
 
   
                                             JAPONICA PARTNERS
    
 
   
    The Borden board has not yet reviewed Japonica's December 6, 1994 letter.
The Japonica letter does not address in meaningful detail the fundamental
questions raised by the Borden board in its December 1 letter. Reports of
Japonica's December 6 meeting suggest that these issues were not discussed in
meaningful detail at such meeting. The Japonica December 6 letter also states
that Japonica will require double the number of warrants contained in its
November 30 letter and 40% of the fees approved in connection with the Whitehall
transaction, while in its November 30 letter Japonica said that its proposed
transaction would have nominal fees. In addition, Japonica has not provided
Borden with any additional evidence of financing sources or additional
information with respect to the legal and tax issues involved in the spin-offs
proposed by Japonica. The Borden board will review the Japonica letter and any
additional information provided by Japonica.
    
 
                                      S-11

    Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Borden
Shares and/or Rights and any other required documents should be sent or
delivered by each shareholder of Borden or his broker, dealer, commercial bank,
trust company or other nominee to the Exchange Agent as follows:
                 The Exchange Agent for the Exchange Offer is:
                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
 
BY MAIL: BY HAND OR OVERNIGHT DELIVERY: First Chicago Trust Company of New York First Chicago Trust Company of New York Tenders & Exchanges Tenders & Exchanges P.O. Box 2563--Suite 4660 14 Wall Street Jersey City, New Jersey 07303-2563 Suite 4680--BOR, 8th Floor New York, New York 10005
Any questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses listed below. Additional copies of this Supplement, the Offering Circular/Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Exchange Offer. The Information Agent for the Exchange Offer is: D.F. KING & CO., INC.
UNITED STATES EUROPE 77 Water Street Royex House, Aldermanbury Square New York, New York 10005 London, England EC2V 7HR 1-800-829-6551 (Toll Free) (44) 71 600 5005 (Collect)
The Dealer Manager for the Exchange Offer is MORGAN STANLEY & CO. Incorporated 1251 Avenue of the Americas New York, New York 10020 (212) 703-4774


                                   SECOND AMENDMENT
                                   ----------------

                    SECOND AMENDMENT, dated as of December 6, 1994 (this
          "Second 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, as amended by the Amendment
          thereto dated as of November 15, 1994 (the "Agreement"), among
                                                      ---------
          Purchaser, Parent and the Company.

                    1.  Amendment to Section 1.1.  Subsection 1.1(a) of the
                        ------------------------
          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;
               and provided, further, that, unless the Offer is extended
               past 12:00 Midnight, New York City time, on Friday, January
               20, 1995, the Exchange Ratio shall be 2.29146.  For purposes
               of the preceding sentence, a full trading day is a day on
               which the NYSE is open for trading and does not close prior
               to its scheduled closing time for such day)."

                    2.  Amendment to Section 1.2.  Subsection 1.2(b) of the
                        ------------------------
          Agreement is hereby amended by deleting the second sentence
          thereof in its entirety and inserting in lieu thereof the
          following:

                    "The Company further agrees, subject to clause (iii) of
               the proviso to the first sentence in Section 5.3, not to
               change the Recommendations unless (i) the second proviso in
               the definition of Exchange Ratio is not applicable and (ii)
               the average of the average of the high and the low sales
               prices of the Holdings Common Stock as reported on the New
               York Stock Exchange 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
               first proviso in the definition of Exchange Ratio."

                    3.  Amendment to Section 8.3.  Subsection 8.3(b) of the
                        ------------------------
          Agreement is hereby amended by deleting clause (ii) thereof in
          its entirety and inserting in lieu thereof the following:















                                                                          2




                    "(ii) prior to the purchase of Shares pursuant to the
               Offer, this Agreement is terminated pursuant to Section
               7.1(d) (other than solely in the event that 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
               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 first proviso in the
               definition of Exchange Ratio, provided that this exclusion
               shall not be given effect so long as the second proviso in
               the definition of Exchange Ratio is applicable); or"

                    4.  Authorization; Effectiveness.  (a)  This Second
                        ----------------------------
          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 Second Amendment shall become effective upon
          execution and delivery by the parties hereto.  Except as
          expressly amended hereby, the provisions of the Agreement are and
          shall remain in full force and effect.

                    5.  Governing Law.  This Second 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.

                    6.  Counterparts.  This Second 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.

                           [Continued on subsequent page.]










































                                                                          3



                    IN WITNESS WHEREOF, each of the parties has caused this
          Second 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 L. Miller
                                             Title: Senior Vice President,
                                                    Chief Administrative
                                                    Officer and General
                                                    Counsel