Borden sends letter to Japonica Partners.COLUMBUS, Ohio--(BUSINESS WIRE)--Dec. 1, 1994--The attached letter was sent today by Frank J. Tasco, Chairman of the Board of Borden, Inc., to Paul B. Kazarian, Managing Partner of Japonica japonica (jəpŏn`əkə): see quince; camellia. Partners. -0- Mr. Paul B. Kazarian Managing Partner Japonica Partners 30 Kennedy Plaza Kennedy Plaza is a transportation hub in downtown Providence, Rhode Island. It serves as the nexus of the state's bus and trolley-based public transit services operated by Rhode Island Public Transit Authority (RIPTA), as well as a departure point for Peter Pan and Greyhound bus Providence, Rhode Island  “Providence” redirects here. For other uses, see Providence (disambiguation). Providence is the capital and the most populous city of the U.S. 02903 Dear Mr. Kazarian: The Board of Directors of Borden, Inc. has reviewed your letter dated Nov. 30, 1994. As I am sure you appreciate, your letter is silent on many important details, given the complex nature of the transactions you describe. As we have advised you previously, our objective is to maximize the value of Borden for its shareholders and to do so we will pursue whatever transaction we believe most likely to achieve our objective. In view of the time factors involved in the Whitehall transaction and your proposal, we request that you meet with the Board's representatives at 10:00 AM on Sunday, December 4, 1994, at Wachtell, Lipton, Rosen & Katz's offices, at 51 West 52nd Street, 28th floor. Dr. Wilbert J. LeMelle, one of our independent directors, will chair the meeting on our behalf. The purpose of the meeting will be to obtain detailed information about your plans in order to assist the board in its consideration of your proposal. In light of the complexity of your proposal, and to make the meeting productive, you should provide us with detailed information as to the following: o What would happen in the near future to cause all of Borden's shares to be worth $17 under your plan, especially since you do not seem to contemplate injecting new equity into the company and the Borden common stock will be further burdened by the fixed charges of the preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. you propose to issue; o The basis for and assumptions underlying the earnings per share forecasts of your plan, which, notwithstanding preferred stock charges, are at levels more than double earnings estimates by Borden's management; o How you would deal with the legal issues of fraudulent The description of a willful act commenced with the Specific Intent to deceive or cheat, in order to cause some financial detriment to another and to engender personal financial gain. conveyance The transfer of ownership or interest in real property from one person to another by a document, such as a deed, lease, or mortgage. conveyance n. and illegal dividend payments in connection with the spin-offs your proposal entails; o How you would handle Borden's approximately $2.4 billion of outstanding indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421. 2. , more than half of which would become prepayable as a result of the split up of the company you propose; o The sources of your financing and any material contingencies with respect thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. ; o The dividend rate and other terms (assuming current market conditions) that you think would be necessary to cause the preferred stock you would issue to trade at par; and o The time period you think necessary to implement the contemplated transactions (including obtaining assurances as to the tax free status thereof) and how you would propose to protect Borden shareholders against possible adverse developments in the interim period. The foregoing questions are not intended to limit the discussion at the meeting but merely to give you guidance in preparing for the meeting. You are, of course, invited to present whatever other information you wish. We would like to proceed as expeditiously ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex as practicable practicable adj. when something can be done or performed. given the nature of the task before us, and we have scheduled the meeting accordingly. We look forward to receiving promptly your confirmation that we will meet on Sunday. Please contact Allan Miller Allan Miller (born 14 February 1929 in Brooklyn, New York) is an American actor. He is best known for his appearances on television, including Kojak, The Rockford Files, The Streets of San Francisco, Hawaii Five-0, Lou Grant, at our Columbus office in this regard. If Sunday is not convenient for you, please advise us promptly and we will make every effort to schedule something more convenient. If you cannot meet on Sunday, we request that you provide us with a written response to our questions on or before Sunday.
On behalf of the Board of Directors,
Frank J. Tasco
Chairman
CONTACT: Borden Inc.
Nick Iammartino, 614/225-4485
or
Kekst and Company, New York
Jim Fingeroth/Fred Spar, 212/593-2655
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