SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 1994-11-22 SEC Accession No. 0000950112-94-002980 (HTML Version on secdatabase.com) FILER RJR NABISCO HOLDINGS CORP Mailing Address Business Address 1301 AVE OF THE AMERICAS 1301 AVE OF THE AMERICAS CIK:847903| IRS No.: 133490602 | State of Incorp.:DE | Fiscal Year End: 1231 NEW YORK NY 10019-6013 NEW YORK NY 10019-6013 Type: 424B3 | Act: 33 | File No.: 033-55767 | Film No.: 94561570 2122585600 SIC: 2052 Cookies & crackers Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed Pursuant to Rule 424(b)(3) Registration No. 33-55767 OFFERING CIRCULAR/PROSPECTUS 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. ------------------- 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"), hereby offers, upon the terms and subject to the conditions set forth herein 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. Each Borden 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. In addition to the shares of Holdings Common Stock to be exchanged in the Exchange Offer for shares of Borden Common Stock, this Offering Circular/Prospectus also relates to up to 200,000 shares of Holdings Common Stock that may be sold by the Exchange Agent in respect of aggregated fractional shares that otherwise would be received by Borden shareholders in the Exchange Offer. See "The Exchange Offer-- Terms of the Exchange Offer; Expiration Date." All of the shares of Holdings Common Stock offered hereby are currently owned by the Purchaser and its affiliates. As a result of such ownership, prior to the consummation of the Exchange Offer, the Partnership may be deemed to control Holdings for purposes of the Securities Act of 1933, as amended. 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 (as hereinafter defined)), 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 also subject to other terms and conditions, which Borden shareholders should carefully consider. As of the date hereof, except for shares of Borden Common Stock that may be acquired upon exercise of the Option, the Partnership and the Purchaser do not beneficially own any Borden Shares. See "The Exchange Offer--Certain Conditions of the Exchange Offer" and "Description of Merger Agreement and Conditional Purchase/Option Agreement." The Board of Directors of Borden, with seven members voting in favor and one member (Borden's chief executive officer) abstaining, has, among other things, (1) determined that the Merger Agreement and the Conditional Purchase/Option Agreement (each as hereinafter defined) and the transactions contemplated thereby, including the Exchange Offer and the merger of the Purchaser with Borden (such merger is hereinafter called the "Merger" and, collectively with the other transactions contemplated by the Merger Agreement and the Conditional Purchase/Option Agreement, the "Transactions"), taken together, are fair to the shareholders of Borden, and resolved to recommend that holders of Borden Shares Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document accept the Exchange Offer, tender their Borden Shares to the Purchaser in the Exchange Offer and, if required by applicable law, approve and adopt the Merger Agreement, and (2) approved the Merger Agreement, the Conditional Purchase/Option Agreement and the Transactions. See "The Exchange Offer--Borden Background and Reasons for the Proposed Transactions." The reported last sale price of the Holdings Common Stock on November 21, 1994 on the NYSE Composite Tape was $6 1/2 per share. The reported last sale price of the Borden Common Stock on November 21, 1994 on the NYSE Composite Tape was $13 3/4 per share. On September 9, 1994, the last full trading day prior to the public announcement of the execution of the letter of intent with respect to the Transactions (as defined herein), the closing sale price, as reported on the NYSE Composite Tape, was $7 for the Holdings Common Stock and $11 7/8 for the Borden Common Stock. Borden shareholders should obtain a current quote for the Holdings Common Stock and the Borden Common Stock. (continued on next page) ------------------- SEE "SIGNIFICANT CONSIDERATIONS" 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 OFFERING CIRCULAR/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- The Dealer Manager for the Exchange Offer is: MORGAN STANLEY & CO. Incorporated November 22, 1994 (continued from prior page) The Purchaser, the Partnership and Borden have entered into an Agreement and Plan of Merger dated as of September 23, 1994, as amended as of November 15, 1994 (the "Merger Agreement") pursuant to which, among other things, following the consummation of the Exchange Offer, subject to certain conditions, the Purchaser will be merged with Borden in the Merger. If, following the Exchange Offer and exercise of the Option, the Purchaser and its affiliates own more than 90% of the outstanding Borden Shares, the Purchaser will take all necessary or appropriate action, without further action by the Board of Directors or shareholders of Borden, to merge the Purchaser with Borden as soon as practicable. If, following the Exchange Offer and exercise of the Option, approval of Borden'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, Borden will submit the Merger to Borden's shareholders for approval. If the Merger is submitted to Borden's shareholders for approval, the Merger will require the approval of the holders of not less than 66 2/3% of the outstanding Borden Shares, including the Borden Shares owned by the Purchaser and its affiliates. In the event the Merger is consummated, holders of Borden Shares will receive the same number of shares of Holdings Common Stock for each Borden Share as are exchanged for each Borden Share in the Exchange Offer. This Offering Circular/Prospectus, as amended or supplemented from time to time, also relates to shares of Holdings Common Stock that may be issued in connection with the consummation of the Merger, unless the Merger is submitted to Borden's shareholders for approval, in which case the Purchaser will solicit proxies from Borden shareholders pursuant to separate proxy materials in compliance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Offering Circular/Prospectus does not constitute a solicitation of a proxy, consent or authorization for or with respect to any special meeting or other meeting of Borden shareholders who do not tender their Borden Shares or any action in lieu thereof. Any such solicitation will be made only pursuant to separate proxy materials in compliance with Section 14(a) of the Exchange Act. Pursuant to a Conditional Purchase/Stock Option Agreement dated as of September 23, 1994 (the "Conditional Purchase/Option Agreement"), Borden has granted to the Purchaser (or its designee, which designee shall be the Partnership or a wholly owned direct or indirect subsidiary of the Partnership and which may, in any such case, act for itself and/or as agent for the Partnership or KKR Partners II, L.P.