- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 8)
                              -------------------
                             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. 8 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 or in the Offering Circular/Prospectus Supplement.
 
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:
 
    On December 21, 1994, KKR issued a press release, a copy of which is
attached hereto as Exhibit 11(a)(12) and incorporated herein by reference.
 
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
 
    Item 5(a) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
 
    The information set forth in response to Item 3 above in this Amendment to
the Schedule 14D-1 is incorporated herein by reference.
 
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
 
    Item 6(a) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
 
    The information set forth in response to Item 3 above in this Amendment to
the Schedule 14D-1 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 response to Item 3 above in this Amendment to
the Schedule 14D-1 is incorporated herein by reference.
 
ITEM 10. ADDITIONAL INFORMATION.
 
    Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
 
    The information set forth in response to Item 3 above in this Amendment to
the Schedule 14D-1 is incorporated herein by reference.
    
    In addition, as of December 15, 1994, the previously disclosed $2.075 
billion credit facilities became effective pursuant to agreements previously 
filed as Exhibits 11(g)(25) and 11(g)(26) hereto and incorporated herein by
reference.  

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
 
    11(a)(12)  Press release issued by KKR on December 21, 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 21, 1994
 
                                       2

                                 EXHIBIT INDEX
 
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- --------------------------------------------------------------------------- ---- 11(a)(12) Press release issued by KKR on December 21, 1994...........................
                                                               EXHIBIT 11(a)(12)
 
Contact:
Ruth Pachman/Dawn Dover/Josh Pekarsky
Kekst and Company
(212) 593-2655
 
                                          FOR IMMEDIATE RELEASE
 
             KKR SUCCESSFULLY COMPLETES EXCHANGE OFFER AND ACQUIRES
                  APPROXIMATELY 69.5% OF BORDEN COMMON STOCK, 
                          INCLUDING EXERCISE OF OPTION
 
    NEW YORK, December 21, 1994--Kohlberg Kravis Roberts & Co. announced today
that its affiliate, Whitehall Associates, L.P. has successfully completed its
exchange offer for shares of common stock of Borden, Inc. (NYSE: BN), with an
estimated 90,007,716 shares, or 63.5% of those outstanding, having been tendered
by Borden shareholders.
 
    Whitehall Associates and another KKR investment partnership also will
acquire 28,138,000 Borden shares pursuant to the exercise in full of a
previously granted option. Whitehall had previously announced its intention to
acquire such shares if the exchange offer was successfully completed.
 
    Following the consummation of the exchange offer and exercise of the option,
based on the estimated number of shares tendered, the KKR investment
partnerships will own approximately 69.5% of the outstanding Borden common 
stock.
 
    The exchange offer expired, as scheduled, at 12:00 midnight, New York City
time, on Tuesday, December 20, 1994. Following expiration of the exchange offer,
Whitehall Associates accepted all shares of Borden common stock validly tendered
and not properly withdrawn prior to the expiration of the exchange offer. The
estimated 90,007,716 shares tendered and accepted included 15,302,708 shares
subject to guarantees of delivery. Each Borden share accepted for exchange in
the exchange offer will be exchanged for 2.29146 shares of common stock of RJR
Nabisco Holdings Corp. (NYSE: RN).
 
    KKR stated that the proposed merger of Borden and a KKR affiliate will be
submitted to a vote of Borden shareholders at a special meeting to be called for
that purpose as soon as practicable. The merger would be consummated as soon as
practicable following approval by holders of 66 2/3% of the outstanding Borden
shares (including shares held by KKR and its affiliates). In the merger, all
remaining Borden shareholders would receive 2.29146 shares of common stock of
RJR Nabisco Holdings for each of their Borden shares.
 
    This announcement does not constitute a solicitation of a proxy, consent or
authorization for or with respect to any special meeting or other meeting of
Borden's shareholders or any action in lieu thereof. Any such solicitation will
be made only pursuant to separate proxy materials in compliance with the
Securities Exchange Act of 1934. This announcement is neither an offer to sell
nor a solicitation of an offer to buy any securities.