He called the Borden acquisition process "locked up and coercive," adding that Borden shareholders "were presented with no choice."

"The question is whether Borden shareholders will get $14.25 worth of RJR stock," said one investor who spoke on condition of anonymity.

We intend to evaluate it with an eye to the best long-term value for Borden shareholders.

But according to yesterday's amendment, Kohlberg would exercise its option even if more than half of Borden shareholders tender their stock.

That deal was more of an initial offering than a spinoff, because the partnership units were not distributed free to Borden shareholders.

Whether Kohlberg, Kravis exercises the option depends on the willingness of other Borden shareholders to agree to the terms of the firm's takeover offer.

A part of the deal drew considerable anger from some big Borden shareholders yesterday.

He and his team would evidently then step in and run the company, but it is not clear how Borden shareholders would immediately benefit from that.

"Borden shareholders are getting their stock purchased when it's at rock bottom when it has upside possibilities," Mr. Patterson added.

Once the S-4 filing is reviewed and approved by the S.E.C., a process that could take a few weeks, the offer will be presented to Borden shareholders.